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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2024~~2025 Commission file number: 1-3579

PITNEY BOWES INC.

State of incorporation:

Delaware

I.R.S. Employer Identification No.

06-0495050

Address:

~~3001~~27 ~~Summer~~Waterview ~~Street~~Drive,

~~Stamford~~Shelton,

Connecticut

~~06926~~06484

Telephone Number:

(203)

~~356~~922-~~5000~~4000

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

6.7% Notes due 2043

PBI.PRB

New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files) Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark whether the registrant has elected not to use the extended transition period for complying with new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☑ No ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No þ

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨þ

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ¨

As of June 30, ~~2024~~2025, the aggregate market value of the registrant's common stock held by non-affiliates of the registrant was $~~910~~2 ~~million~~billion based on the closing sale price as reported on the New York Stock Exchange. At January 31, ~~2025~~2026, there were ~~182~~149,~~786~~942,~~974~~698 outstanding shares of common stock, $1 par value.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's proxy statement to be filed within 120 days after our fiscal year end in connection with the Annual Meeting of Stockholders, are incorporated by reference in Part III of this Form 10-K.

PITNEY BOWES INC.

TABLE OF CONTENTS

		Page Number
PART I
Item 1.	Business	3
Item 1A.	Risk Factors	7
Item 1B.	Unresolved Staff Comments	1312
Item 1C.	Cybersecurity	1312
Item 2.	Properties	14
Item 3.	Legal Proceedings	14
Item 4.	Mine Safety Disclosures	14
PART II
Item 5.	Market for the Company's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	15
Item 6.	Reserved	16
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	17
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 8.	Financial Statements and Supplementary Data	2928
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	2928
Item 9A.	Controls and Procedures	2928
Item 9B.	Other Information	3029
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	30
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	31
Item 11.	Executive Compensation	31
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	3231
Item 13.	Certain Relationships, Related Transactions and Director Independence	3231
Item 14.	Principal Accountant Fees and Services	3231
PART IV
Item 15.	Exhibits and Financial Statement Schedules	3332
Item 16.	Form 10-K Summary	35
Consolidated Financial Statements and Supplemental Data		37

PART I

Forward-Looking Statements

This Annual Report on Form 10-K (Annual Report) contains statements that are forward-looking. We believe that these forward-looking statements are reasonable based on our current expectations and assumptions. However, we caution readers that any forward-looking statement within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 are subject to risks and uncertainties and actual results could differ materially. Words such as "estimate," "~~target," "~~project," "plan," "believe," "expect," "anticipate," "intend" and similar expressions may identify such forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Forward-looking statements in this Annual Report speak only as of the date hereof, and forward-looking statements in documents attached that are incorporated by reference speak only as of the date of those documents.

~~While we believe that the expectations reflected in our forward~~Forward-looking statements are ~~reasonable, forward-looking statements are~~ subject to inherent risks and uncertainties and subject to change. Accordingly, actual results of operations, financial condition and cash flows could differ materially from those projected or assumed in our forward-looking statements. Certain factors which could cause future financial performance to differ materially from expectations include, without limitation:

•changes in postal regulations or the operations and financial health of posts in the U.S. or other major markets, or changes to the broader postal or shipping markets

•accelerated or sudden decline in physical mail or shipping volumes

•~~inability~~the toloss ~~compete~~of ~~effectively~~some ~~with~~of our ~~Sending~~larger ~~Technology~~clients ~~Solutions competitors~~

•~~the~~periods ~~loss~~ of ~~some~~difficult ofeconomic ~~our~~conditions ~~larger~~impacting the company and our clients, including inflation and rising prices, changes in ~~our~~interest ~~Presort~~rates ~~Services~~and ~~segment~~a slow-down in economic activity, including a global recession, or a prolonged U.S. government shutdown

•~~global supply chain issues adversely impacting~~ our ~~third party suppliers'~~ ability to ~~provide~~compete ~~us products and services~~successfully

•changes in banking regulations, major bank failures, the loss of our Industrial Bank charter or limitations on our banking activities

•changes in government contracting regulations and compliance challenges

•changes in labor and transportation availability and costs

•~~inability~~global tosupply ~~successfully~~chain ~~execute~~issues onadversely impacting our ~~strategic~~third ~~initiatives~~party suppliers' ability to provide us with products and services

•~~loss~~changes ofin ~~key~~trade ~~employees~~policies, ~~and~~tariffs ~~accumulated knowledge~~ and ~~ability to attract and retain employees~~regulations

•changes in ~~government~~senior ~~contracting~~management ~~regulations~~and Board of Directors, loss of key employees and ~~inability~~ability to ~~comply~~attract and retain employees

•inability to protect our intellectual property rights and intellectual property infringement claims

•our success in developing and marketing new products and services and obtaining regulatory approvals, if required

•the risks and uncertainties associated with the Ecommerce Restructuring (defined below in Item 1A, Risk Factors)

•changes within our senior management and Board of Directors

•expenses and potential impacts resulting from cyber-attacks or other cybersecurity incidents affecting us or our suppliers

•inability to comply with data privacy and protection laws and regulations

•interruptions or difficulties in the operation of our cloud-based applications and systems or those of our suppliers

•~~periods~~changes ofin ~~difficult~~credit ~~economic conditions~~ratings, ~~the~~capital ~~impacts~~market ofdisruptions, ~~inflation~~decline ~~and~~in ~~rising~~cash ~~prices~~flows, ~~higher~~noncompliance ~~interest~~with ~~rates~~debt ~~and~~covenants aor ~~slow-down~~future ininterest ~~economic~~rate ~~activity,~~increases ~~including~~that amay ~~global~~adversely ~~recession,~~impact orour aability ~~U.S. government shutdown,~~ to ~~the~~access ~~company~~capital ~~and~~markets ~~our~~at ~~clients~~reasonable costs

•~~changes~~our ~~in credit ratings~~indebtedness, ~~capital~~including ~~market~~Convertible ~~disruptions~~Notes, ~~decline~~and inthe ~~cash~~impact ~~flows,~~of ~~noncompliance~~any ~~with~~conversion, ~~debt~~repurchase ~~covenants~~ or ~~significant~~redemption ~~withdrawals~~of ~~by depositors at~~ the ~~Bank~~Convertible ~~that adversely impact our ability to access capital markets at reasonable costs~~Notes

•the potential for future interest rate increases on our cost of debt

•changes in trade policies, tariffs and regulations

•changes in foreign currency exchange rates

•our success at managing customer credit risk

•changes in ~~banking~~foreign ~~regulations,~~currency ~~major~~exchange ~~bank failures or the loss of our Industrial Bank charter~~rates

•the risks and uncertainties associated with the Ecommerce Restructuring

•changes in tax rates, laws or regulations

•~~changing~~inability ~~expectations~~to ~~and~~protect ~~regulations~~our inintellectual ~~the~~property ~~areas~~rights ofand ~~Environmental,~~intellectual ~~Social~~property ~~and~~infringement ~~Governance~~claims ~~("ESG")~~

•our success in developing and marketing new products and services and obtaining regulatory approvals, if required

•acts of nature and the impact of a pandemic on the Company and the services and solutions we offer

•shareholder activism

Further information about factors that could materially affect us, including our results of operations and financial condition, is contained in Item 1A. "Risk Factors" in this Annual Report.

ITEM 1. BUSINESS

General

Pitney Bowes Inc. ("we, us, our, or the company") is a technology-driven company that provides ~~SaaS~~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.

Segment Updates

The Company has gone through a strategic transformation over the last year. The resulting changes to our business segments is discussed in "Recent Developments" in Part I, Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations."

Business Segments

~~Sending Technology Solutions (~~SendTech Solutions)

SendTech Solutions provides clients with physical and digital shipping and mailing technology solutions and other applications to help simplify and save on the sending, tracking and receiving of letters, parcels and flats, as well as supplies and maintenance services for these offerings. We offer financing alternatives that enable clients to finance equipment. Digital delivery services enables clients to reduce transportation and ~~product~~logistics ~~purchases~~costs, aselect ~~revolving~~the ~~credit~~best ~~solution~~carrier ~~that~~based ~~enables~~on ~~clients~~need toand ~~make~~cost, ~~meter~~improve ~~rental~~delivery ~~payments~~times and track packages in real-time. Powered by our shipping APIs, clients can purchase postage, ~~services~~print ~~and~~shipping ~~supplies,~~labels and anaccess ~~interest-bearing~~shipping ~~deposit~~and ~~solution~~tracking toservices ~~clients~~from ~~who~~multiple ~~prefer~~carriers tothat ~~prepay~~can ~~postage.~~be Weeasily ~~also~~integrated ~~offer~~into ~~financing~~any ~~alternatives~~web ~~that~~application ~~enable~~such ~~clients~~as toonline ~~finance~~shopping carts or ~~lease~~ecommerce ~~other~~sites ~~manufacturers’~~and ~~equipment~~provide guaranteed delivery times and ~~provide~~flexible ~~working~~payment ~~capital~~options.

~~Digital~~Through ~~delivery~~our ~~services~~wholly ~~enables~~owned ~~clients~~subsidiary, toThe ~~reduce~~Pitney ~~transportation~~Bowes ~~and~~Bank ~~logistics~~("the ~~costs~~Bank"), ~~select~~we ~~the~~offer ~~best~~financing ~~carrier~~alternatives ~~based~~that onenable ~~need~~clients ~~and~~to ~~cost,~~finance ~~improve~~other ~~delivery~~manufacturers' ~~times~~equipment and ~~track~~product ~~packages~~purchases, ina ~~real-time.~~revolving ~~Powered~~credit bysolution ~~our~~that ~~shipping~~allows ~~APIs,~~ clients ~~can~~to ~~purchase~~make ~~postage,~~meter ~~print~~rental ~~shipping~~payments ~~labels~~ and ~~access~~purchase ~~shipping~~postage, ~~and tracking~~ services ~~from~~and ~~multiple~~supplies, ~~carriers~~an ~~that~~interest-bearing ~~can~~deposit besolution ~~easily~~to ~~integrated~~clients ~~into~~that ~~any~~prefer ~~web~~to ~~application~~prepay ~~such~~postage ~~as online shopping carts or ecommerce sites~~ and ~~provide~~meet ~~guaranteed~~working ~~delivery~~capital ~~times and flexible payment options~~needs.

Through our wholly owned subsidiary, The Pitney Bowes Bank (the Bank), we offer clients located in the United States a revolving credit solution for the purchase of postage, services and supplies and an interest-bearing deposit solution to clients who prepay postage. Additionally, we offer financing alternatives that enable clients to finance or lease other manufacturers’ equipment and provide working capital. We provide revolving credit solutions to clients in Canada and the U.K. that enable them to make meter rental payments and purchase postage, services and supplies.

Presort Services

We are the largest workshare partner of the United States Postal Service ("USPS") and national outsource provider of mail sortation services that allow clients to qualify ~~large~~ volumes of First-Class Mail, First Class Flats, Marketing Mail and Marketing Mail Flats/Bound Printed Matter for postal workshare discounts. Using our ~~fully-customized~~ proprietary technology, we provide clients with end-to-end solutions from pick up to delivery into the postal system network, ~~expedited~~improving mail delivery and ~~optimal~~enhancing total mail value including optimizing postage savings.

Other

Other represents amounts of the ~~former~~prior Global Ecommerce segment that did not qualify for discontinued operations treatment, primarily related to operations that were dissolved or sold, and certain shared services functions. ~~and~~In aAugust ~~cross~~2024, we exited from the Global Ecommerce business through an orderly wind-~~border~~down ~~services~~of ~~contract~~these operations. See Note 4 to the Consolidated Financial Statements for further information.

Sales and Services

We market our products, solutions and services through a direct and inside sales force, global and regional partner channels, direct mailings and digital channels. We provide call-center, online and on-site support services for our products and solutions. Support services are primarily provided under maintenance contracts.

Competition

SendTech Solutions

We face competition from other mail equipment and solutions providers and those that offer online shipping and mailing products and services solutions. We differentiate ourselves ~~from our competitors~~ through ~~our~~the breadth of our physical and digital offerings, including cloud-based ~~enabled~~software ~~SaaS~~platforms designed to support complex, high-volume, multi-carrier shipping and mailing operations, an open platform architecture ~~offerings~~; competitive pricing; available financing and payment ~~offerings~~solutions; product reliability; support services; and our extensive knowledge of the shipping and mailing industry.

Our financing operations face competition, in varying degrees, from large, diversified financial institutions, leasing companies, commercial finance companies, commercial banks and smaller specialized firms. We believe ~~our~~what ~~competitive advantage that~~ differentiates us from our competitors is the breadth of our financing and payment solutions and our ability to seamlessly integrate these solutions into our clients' shipping and mailing operations.

Presort Services

We face competition from regional and local presort providers, cooperatives of multiple local presort providers, consolidators and service bureaus that offer presort solutions as part of a larger bundle of outsourcing services. We also face competition from large mailers that have sufficient volumes and the capability to sort their own mailings in-house and could use excess capacity to offer presort services to others. The principal competitive factors include price, innovative service, delivery speed, tracking and reporting, industry expertise and economies of scale. Our competitive advantages include our ~~extensive~~national network ~~capable~~ of processing ~~significant~~centers ~~volumes~~handling ~~and our innovative proprietary technology that provides clients with reliable, secure and precise services and maximum postage discounts.~~

upwards of 15 billion mail pieces annually including a proprietary Mail Exchange program affording clients maximized postage discounts, improved deliverability, and proven business continuity protocols. Clients benefit from our industry expertise at all levels through local Mail Design Professional certified support resources, allowing greater access to programs like United States Postal Service ("USPS") Promotions and Incentives, saving additional costs on mailing and increasing impact of their mail. Additionally, a dedicated postal relations team ensures rapid resolution for quality and compliance. With a fleet of over 350 drivers and vehicles, we provide clients flexible logistics including a unique USPS long-haul partnership made possible by our significant scale and processing volumes, ensuring improved delivery performance and additional safeguards for participating mail, particularly during peak seasons. Our proprietary Presort Services Account offers mail management capabilities from pick-up to invoicing including tracking, reporting, and data ingestion assuring mailers complete visibility and chain of custody. Our competitive capabilities collectively result in unexpected value for mailers.

Also see Item 1A. Risk Factors for further details regarding the competition our businesses face.

Research, ~~Development~~ and ~~Intellectual Property~~Development

We invest in research and development activities to develop new products and solutions, enhance the effectiveness and functionality of existing products and solutions and deliver high value technology and differentiated services in high value segments of the market.

Third Party Suppliers

~~Our~~ SendTech Solutions ~~segment~~ depends on third party suppliers and outsource providers for a variety of services and product components and the hosting of our SaaS offerings. ~~Our~~ Presort Services ~~segment~~ relies on third party suppliers to help equip our facilities, provide warehouse support and assist with ~~our~~ logistical operations. All of our businesses and corporate functions depend on third party providers for a variety of data analytics, sales, reporting and other functions. In certain instances, we rely on single-sourced or limited-sourced suppliers and outsourcing vendors around the world because doing so is advantageous due to quality, price or lack of alternative sources. We have risk mitigation programs to monitor conditions affecting our suppliers' ability to fulfill expected commitments. We believe that our available sources for services, components, supplies, logistics and manufacturing are adequate.

Regulatory Matters

~~Our~~We ~~SendTech~~are ~~Solutions segment is~~ subject to the regulations of the USPS and other postal authorities worldwide, ~~related~~including torequirements ~~product~~applicable ~~specifications~~to of our ~~postage~~mailing, ~~meters~~shipping and werelated services. We are also subject to ~~other various~~ regulations as a U.S. government contractor., ~~Our~~including ~~Presort~~applicable ~~Services~~procurement and compliance requirements, as well as transportation regulations for various parts of our business, worldwide customs, trade and export regulations related to our domestic and cross-border logistics operations. ~~are~~In ~~also~~addition, our businesses that use, process, transmit or store personal, confidential or proprietary data are subject to ~~USPS~~evolving data privacy and security regulations in the United States and internationally. The Bank is chartered as an Industrial Bank under the laws of the State of Utah. ~~The~~As ~~Bank~~such, ~~and certain company affiliates that provide services to~~ the Bank ~~are~~is subject to the regulations of the Utah Department of Financial Institutions and the Federal Deposit Insurance Corporation., Weand ~~are~~to ~~also~~applicable ~~subject~~banking tolaws ~~transportation~~and regulations, ~~for~~including ~~various~~those ~~parts~~relating ofto ~~our~~capital ~~business~~and liquidity, ~~worldwide~~consumer ~~customs~~compliance, and ~~trade regulations related to our cross~~anti-~~border~~money ~~shipping~~laundering ~~services~~ and ~~regulations~~sanctions ~~concerning~~compliance. ~~data~~Certain ~~privacy~~company ~~and~~affiliates ~~security~~that ~~for~~provide ~~our~~services ~~businesses~~to ~~that~~the ~~use,~~Bank ~~process~~are ~~and~~also ~~store~~subject ~~certain~~to ~~personal,~~regulatory ~~confidential~~requirements orapplicable ~~proprietary~~to ~~data.~~those services.

Climate Change

Although climate change has not had noa material impact on our operations to date, the risk of increasingly severe climate events or the risk that those events happen more frequently could affect one or more of our facilities and our ability to conduct daily operations ~~in the future~~ or impact our clients and their ability to do business with us. Changes in regulation relating to climate change and other aspects of ~~the~~sustainability ~~area~~and governance of ESG, including different regulatory requirements in different locations where we operate, may change the cost of compliance for collecting, assuring and reporting information regarding ~~our~~these ~~ESG~~ impacts and risk management.

Human Capital

Employee Profile

We have approximately 76,~~200~~600 employees, with 7875% located in the United States. We also rely on a contingent hourly workforce to supplement our full-time workforce to meet fluctuating demand.

We seek to create a high-performance culture that will drive and sustain enhanced long-term value for all our shareholders. To attract, retain and engage the talent needed, we provide competitive compensation designed to reward performance and contribution. We regularly assess the business environments and labor markets in the areas we operate to ensure our compensation programs reflect best practices and are market competitive. Depending on position and level, elements of our compensation packages include base salary, variable compensation based on individual and company objectives and equity. We provide a competitive benefits package, including medical, dental, life and disability insurance, and benefits that provide additional support for our employees’ mental, physical, financial and social well-being.

Employee Engagement and Development

~~business.~~Employee WeEngagement ~~conduct periodic employee engagement surveys~~ and ~~benchmark the results both internally and against other high performing organizations. We consider feedback from employees and we make changes where possible and financially prudent.~~ Development

We are committed to creating a culture where our employees feel supported and valued. We offer employees many opportunities to advance their skills, learn new skills and achieve career goals through virtual and in-person development and training programs, professional development initiatives, experiential learning, mentoring and coaching programs. Through multiple platforms, we offer employees and candidates varied opportunities to find development opportunities and stay informed about key changes to our business. We conduct periodic employee engagement surveys and benchmark the results both internally and against other high performing organizations. We consider feedback from employees and we make changes where possible and financially prudent.

Health and Safety

We are committed to providing a safe workplace that protects against and limits personal injury and environmental harm. Through regular evaluations of site safety performance, sharing of successes, and creating projects to engage employees in safety improvements, we identify risks, provide guidance and training, review and learn from accidents, and reduce injuries. We also report monthly to both local site management and senior leadership on safety metrics, trends, risks and regulatory activity.

Available Information

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments thereto filed with, or furnished to, the SEC, are available, free of charge, through the Investor Relations section of our website at www.investorrelations.pitneybowes.com or from the SEC's website at www.sec.gov, as soon as reasonably practicable after these reports are electronically filed with, or furnished to, the SEC. The other information found on our website is not part of this or any other report we file with or furnish to the SEC and is not incorporated herein or therein by reference.

Information About Our Executive Officers

Name	Age	Title	ExecutiveOfficer Since
Lance Rosenzweig	62	Chief Executive Officer	2024
Kurt Wolf	52	Chief Executive Officer	2025
John Witek	65	Interim Chief Financial Officer, Interim Chief Accounting Officer	2024
Paul Evans	57	Executive Vice President, Chief Financial Officer and Treasurer	2025
Lauren Freeman-Bosworth	5051	Executive Vice President, General Counsel and Corporate Secretary	2024
James Fairweather	53	Executive Vice President, Chief Innovation Officer	2021
Debbie Pfeiffer	65	Executive Vice President and President, Presort Services	2024
Debbie Pfeiffer	64	Executive Vice President and President, Presort Services	2023
Todd Everett	52	Executive Vice President and President, Sending Technology Solutions	2025
Shemin Nurmohamed	53	Executive Vice President and President, Sending Technology Solutions	2023
Christopher Johnson	46	Senior Vice President and President, Global Financial Services	2023
Judy Morris	62	Senior Vice President and Chief Human Resources Officer	2024

There are no family relationships among the above officers.

Mr. ~~Rosenzweig~~Wolf was appointed Chief Executive Officer in ~~October~~May ~~2024~~2025 and has served ason ~~Interim~~our ~~Chief~~Board ~~Executive~~of ~~Officer~~Directors ~~from~~since May ~~2024 through October 2024~~2023. Prior to joining the ~~company~~Company, he served as ~~the~~Managing Member and Chief ~~Executive~~Investment Officer of ~~Support.com,~~Hestia aCapital ~~leading provider of customer and technical support solutions and security software~~Management, ~~from~~a ~~August~~deep ~~2022~~value tohedge ~~October 2022~~fund, ~~and~~since ~~Chief Executive Officer of Startek Inc~~2009. ~~from July 2018 to January 2020.~~

Mr. ~~Witek~~Evans was appointed ~~Interim~~Executive Vice President, Chief Financial Officer and Treasurer in ~~March~~July ~~2024~~2025 and ~~Interim~~served ~~Chief~~on ~~Accounting~~our ~~Officer~~Board inof ~~September~~Directors since 2024. ~~Prior to this~~Previously, he served as ~~the~~Chief ~~Company~~Operating Officer at America's ~~Head~~Auto ofAuction ~~Global~~Group, ~~Business~~Interim ~~Services~~Chief ~~from~~Executive ~~February~~Officer ~~2023~~at ~~until~~Hill ~~March 2024~~International, Inc. and ~~also served as the~~ Chief Financial Officer of ~~our~~Sevan ~~SendTech~~Multi-Site Solutions ~~segment from January 2019 through January 2023~~.

Ms. Freeman-Bosworth was appointed Executive Vice President, General Counsel and Corporate Secretary in April 2024. Prior to this ~~role~~appointment, she was the Company's Vice President and Deputy General Counsel, Litigation, Governance and Compliance ~~from~~since June 2014 ~~through April 2024~~.

MrMs. ~~Fairweather~~Pfeiffer was appointed Executive Vice President and ~~Chief Innovation Officer in May 2021~~President, ~~and~~Presort ~~was~~Services ~~given added oversight of the IT organization~~ in ~~September~~January 2024. Prior to this appointment, heshe ~~was~~served as the Company's ~~Senior Vice~~ President ~~and Chief Innovation Officer from May 2019 through May 2021 and Senior Vice President~~, ~~Chief~~Presort ~~Technology Officer, Commerce~~ Services ~~from~~since ~~January~~November ~~2018 through May 2019~~2015.

MsMr. ~~Pfeiffer~~Everett was appointed Executive Vice President and President, ~~Presort~~Sending ~~Services~~Technology Solutions in ~~January~~September ~~2024~~2025 and served on our Board of Directors since 2023. ~~Prior~~He also is currently an independent advisor to ~~this,~~several ~~she~~ecommerce ~~was~~companies ~~the~~and ~~Company's~~a ~~President~~board member of a private technology shipping company. Mr. Everett also held various roles at Newgistics, ~~Presort~~Inc., ~~Services~~including ~~from~~President ~~November~~and Chief Executive Officer from 2015 ~~through~~until ~~December~~February ~~2023~~2018, prior to Pitney Bowes' acquisition of Newgistics.

Ms. Nurmohamed was appointed Executive Vice President and President, Sending Technology Solutions in January 2024. Prior to this, she was Senior Vice President and President, SendTech Solutions from January 2023 through January 2024 and Senior Vice President, Global SendTech Product and Strategy from September 2020 through January 2023.

Mr. Johnson was appointed Senior Vice President and President, Global Financial Services in September 2018, and then was elected as an Executive Officer in September 2023. Previously, he was the Company's Vice President, Global Financial Services from November 2016 through September 2018.

Ms. Morris was appointed Senior Vice President and Chief Human Resources Officer in November 2024. Prior to joining the Company, she was Chief Human Resources Officer of Progrexion (which changed their name to Credit.com in June 2023) from October 2017 through November 2024.

ITEM 1A. RISK FACTORS

Our operations face certain risks that should be considered in evaluating our business. We manage and mitigate these risks on a proactive basis, using an enterprise risk management program. Nevertheless, the following risk factors, some of which may be beyond our control, could materially affect our business, financial condition, results of operations, brand and reputation, and may cause future results to be materially different ~~than~~from our current expectations. These risk factors are not intended to be all inclusive.

Mailing and Shipping Industry Risks

The financial condition and governance model of the USPS, or the national posts in our other major markets, has affected, and could, in the future, adversely affect client demand for our offerings and thus our financial performance.

We are dependent on financially viable national posts in the geographic markets where we operate, particularly in the United States. A significant portion of our revenue depends upon the ability of these posts, especially the USPS, to provide reliable, competitive mail and package delivery services to our clients. Their ability to provide high quality reliable service at affordable rates relates to their ongoing financial strength. The USPS and other national posts continue to face financial challenges which could lead to changes in governance models. If these challenges or changes interfere with these posts’ ability to provide the services they currently provide, our financial performance may be adversely affected.

We are subject to postal regulations and processes, which could adversely affect our financial performance.

A significant portion of our business is subject to regulation and oversight by the USPS, posts in other major markets, and the governmental bodies that regulate the posts themselves. These postal authorities have the power to regulate some of our current products and services and to establish guidelines for postage rates. They also must approve many of our new product and service offerings before we can bring them to market. If new product and service offerings are not approved or there are significant conditions to approval, our ability to grow the business and in turn, our financial performance, could be adversely affected. Additionally, if favorable postage rates are reversed, regulations on existing products, rates or services are changed, legal or regulatory changes cause posts to change their operating models in a way that disadvantages our business, posts utilize their position in the market or their role as product regulator to limit competition in areas where the posts themselves offer solutions, or if we fall out of compliance with the posts’ regulations, our financial performance could be adversely affected.

If we are not able to respond to the continuing decline in the volume of physical mail delivered via traditional postal services, our financial performance could be adversely affected.

Continuing declines in traditional mail volumes impact our financial results. An accelerated or sudden decline in mail volumes could result from one or more of the following factors: changes in communication technologies and their use; changes in frequency and quality of mail delivery from national posts; ~~legislation~~changes ~~incentivizing~~in law that favor alternative means of communication, ~~burdening~~burden mail, or ~~limiting~~limit how the mail may be used; significant rate increases; or other external events affecting physical mail delivery. If we are not successful at meeting the continuing challenges faced in our mailing business, or if physical mail volumes experience an accelerated or sudden decline, our financial performance could be adversely affected.

Significant changes to the laws regulating the USPS or other posts, or changes in their operating models could have an adverse effect on our financial performance.

As a significant portion of our revenue and earnings is dependent on postal operations, changes in the laws and regulations that affect how posts operate could have an adverse effect on our financial performance. As posts consider new strategies for their operations in an era of declining mail volumes and increasing package volumes, if those strategies disadvantage our business, our financial performance could be adversely affected.

Our ability to compete in the shipping market in the United States depends upon certain contractual relationships we have with the USPS and other carriers, as well as their service.

Our SendTech Solutions offerings depend upon certain contractual relationships with the USPS and other carriers to enable us to offer these services profitably. Should the USPS or other carriers make changes to how they contract with us for our solutions, our profitability could be adversely affected.

Business Operational Risks

The markets for our products and services are highly competitive.

~~Our~~ SendTech Solutions ~~segment~~ faces competition from other mail equipment and solutions providers, companies that offer products and services as alternative means of message communications and those that offer online shipping and mailing products and services solutions. SendTech Solutions’ digital shipping business competes with technology providers ranging from large, established companies and national posts to smaller companies offering negotiated carrier rates. In addition, our financing operations face competition, in varying degrees, from large, diversified financial institutions, leasing companies, commercial finance companies, commercial banks and smaller specialized firms. ~~If we are not able to differentiate ourselves from our competitors or effectively compete with them, the financial results of the segment may be adversely affected. Our~~ Presort Services ~~segment~~ faces competition from regional and local presort providers, cooperatives of multiple local presort providers, consolidators and service bureaus that offer presort solutions as part of a larger bundle of outsourcing services and large volume mailers that have sufficient volumes and the capability to presort their own mailings in-house and could use excess capacity to offer presort services to others. We compete on the basis of a variety of factors, including price and the breadth and quality of our products and services. If we are not able to ~~effectively~~differentiate ~~compete~~ourselves onfrom ~~price,~~our ~~innovative~~competitors ~~service,~~or ~~delivery~~effectively ~~speed,~~compete ~~tracking~~with ~~and reporting~~them, we may lose clients and the financial results of ~~the~~these ~~segment~~segments may be adversely affected.

If we fail to effectively manage our third party suppliers, or if their ability to perform were negatively impacted, our business, financial performance and reputation could be adversely affected.

~~Our~~ SendTech Solutions ~~segment~~operations ~~relies~~rely on third party suppliers for services and components for our mailing equipment, spare parts, supplies and services and for the hosting of our SaaS offerings. ~~Our~~ Presort ~~segment~~Services relies on third party suppliers to help us equip our facilities, ~~and to~~ provide ~~services~~warehouse ~~related~~support toand ~~our~~assist ~~operations~~with ~~and~~logistical ~~productivity initiatives~~operations. In certain instances, we rely on single-sourced or limited-sourced suppliers around the world because of advantages in quality, price or lack of alternative sources. Like many other companies, we and our suppliers have experienced interruptions, delays and increased supply costs in the past, due to, among other things, volatility in the semiconductor industry, threats of strikes, rising inflation, tariffs and geopolitical instability. ~~Although~~If ~~our~~we ~~2024 financial results were not significantly impacted, these factors, at times, caused us to~~ experience ~~longer~~supply ~~wait~~chain ~~times~~constraints ~~for~~in ~~supplies~~the future or ~~increased costs. If~~ these ~~supply chain~~ constraints were to worsen, or, if other unknown events cause our suppliers to not be able to provide their services, components or equipment to us in a timely ~~manner,~~and ~~or,~~cost-effective ~~if the quality of the goods or services received were to deteriorate~~manner, ~~our relationship with certain suppliers were to be terminated, or if the costs of using these third parties were to continue to increase~~ and we were not able to find alternate suppliers, we could lose clients, incur significant disruptions in manufacturing and operations and increased costs ~~(including higher freight and re-engineering costs) and delay automation and productivity initiatives in our facilities~~.

Fluctuations in transportation costs or disruptions to transportation services in ~~our~~ Presort Services ~~segment~~ could adversely affect client satisfaction or our financial performance.

In addition to our reliance on the USPS, ~~our~~ Presort Services ~~segment~~ relies upon third party transportation service providers to transport a significant portion of our mail volumes. The use of these providers is subject to risks, including our ability to negotiate acceptable terms due to, increased competition during peak periods, capacity issues, increased fuel costs, labor shortages, performance problems, extreme weather, natural or man-made disasters, pandemics, or other unforeseen difficulties. Given our ~~continued~~ reliance upon these providers, any ~~disruption~~unforeseen todisruptions affecting the ~~timely~~availability ~~supply~~ of these services, ~~any~~or ~~future unforeseen disruptions affecting these providers,~~ any dramatic increase in the cost of these services ~~or any deterioration of the performance of these services~~ (each of which we have experienced, at times), ~~have adversely affected or~~ could adversely affect client satisfaction and our financial performance.

Failure to successfully execute on our strategic initiatives could cause our future financial results to suffer.

We have implemented or are implementing various strategic initiatives to further increase our profitability, including the Global Ecommerce exit, cost rationalization, cost optimization, and balance sheet deleveraging initiatives. If we are not able to successfully complete these initiatives, our future financial results may suffer.

Our business depends on our ability to attract, retain, and engage with, employees at a reasonable cost to meet the needs of our business and to consistently deliver highly differentiated, competitive offerings.

During the second ~~quarter~~half of ~~2024~~2025, we approved a ~~worldwide~~voluntary, ~~cost~~early ~~reduction~~retirement initiative (in the ~~"2024~~U.S. ~~Plan"),~~and ~~which~~a ~~involved~~globally ~~the~~targeted, ~~elimination~~involuntary ofrestructuring ~~approximately~~initiative 2(together,~~800~~ ~~positions~~the ~~worldwide~~“2025 ~~in 2024~~Plan”). Such actions may cause us to experience a loss of continuity, experience and institutional knowledge, a reduction in productivity and efficiency, the unexpected loss of key employees and/or other retention issues during transitional periods. Such actions may also make ~~hiring~~it ~~qualified employees~~ more difficult to attract and retain qualified employees.

There is also significant competition for the talent needed for research and development of new products and services and talent needed to sell and service our other products and services within all our business units.

~~The~~At ~~rapid~~times, ~~growth~~Presort ofServices ~~the ecommerce industry~~ has ~~resulted~~experienced inincreased ~~ongoing~~demand and competition for ~~employees~~labor, indriving ~~the~~up ~~shipping~~costs. We supplement our workforce with contingent hourly workers from staffing agencies on an as-needed basis; however, ~~transportation~~if we experience labor shortages, and ~~logistics~~are ~~industry~~unable to attract and utilize contingent workers, ~~including~~or ~~drivers~~if our staffing agencies terminate their relationship with us and ~~warehouse~~we ~~employees.~~cannot Atfind ~~times~~alternative providers, we could incur higher costs and our operations could be adversely affected. Moreover, given the nature of our Presort Services ~~segment~~employee ~~has~~base, ~~experienced~~if ~~increased~~we ~~demand~~cannot ~~and~~continue ~~competition~~to ~~for~~maintain ~~labor~~good relationships, ~~especially~~we ~~for~~could ~~our~~experience ~~facilities~~increased employee dissatisfaction and turnover, ~~driving~~which upcould ~~costs.~~result Wein ~~supplement~~increased ~~our~~operating ~~workforce~~costs ~~with~~and ~~contingent~~reduced ~~hourly~~operational flexibility.

workers from staffing agencies on an as-needed basis; however, if we experience labor shortages, do not effectively manage our ability to attract and utilize contingent workers, or if our staffing agencies terminate their relationship with us and we cannot find alternative providers, it could result in increased costs and adversely affect our operations. Moreover, given the nature of our Presort Services employee base, if we cannot continue to maintain good relationships, we could experience increased employee dissatisfaction and turnover, which could result in increased operating costs and reduced operational flexibility.

If we fail to comply with government contracting regulations, our financial performance, brand name and reputation could suffer.

We have a significant number of contracts with governmental entities. Government contracts are subject to extensive and complex procurement laws and regulations, along with regular audits and investigations by government agencies. If we were subjected to a claim of contractual noncompliance by a government agency and were found noncompliant, then we could be subject to various civil or criminal penalties and administrative sanctions, which could include the termination of the contract, reimbursement of payments received, fines and debarment from doing business with other government agencies. Any of these events could not only affect our financial performance, but also adversely affect our brand and reputation.

Difficulty in obtaining and protecting our intellectual property, and the risk of infringement claims by others may negatively impact our financial performance.

Our business success depends in part upon protecting our intellectual property rights, including proprietary technology developed (internally or by third party partners and subcontractors) or obtained through acquisitions. We rely on copyrights, patents, trademarks, trade secrets and other intellectual property laws to establish and protect our proprietary rights. If we are unable to protect our intellectual property rights, our competitive position may suffer, which could adversely affect our revenue and profitability. The continued evolution of patent law and the nature of our innovation work may affect the number of patents we are able to receive for our development efforts. As we continue to transition our business to more software and service-based offerings, patent protection of these innovations will be more difficult to obtain. As a result, we will rely more on copyrights and, when appropriate, trade secret protection for those software and service-based offerings. In addition, from time to time, third parties may claim that we, our clients, or our suppliers, have infringed their intellectual property rights. Although third parties also face the same difficulties in patenting software and service-based offerings, these claims, if successful, may require us to redesign affected products, enter into costly settlement or license agreements, pay damage awards, or face a temporary or permanent injunction prohibiting us from marketing or selling certain products.

~~We may not fully realize the anticipated benefits of strategic acquisitions and divestitures which may harm our financial performance.~~8

Strategic acquisitions and business divestitures involve significant risks and uncertainties, which could have an adverse effect on our financial performance, including, but not limited to, difficulties in achieving anticipated benefits or synergies. For example, many of the benefits and synergies we anticipated from our acquisitions of businesses which previously comprised our Global Ecommerce reporting segment, did not materialize. As a result, in the third quarter of 2024, we entered into a series of transactions designed to facilitate an orderly wind-down of a majority of this reporting segment.

Our capital investments to develop new products and offerings may not yield the anticipated benefits.

We make significant capital investments in new products and services to meet the evolving needs of our customers, improve and grow our business and remain competitive. If we are not successful in these new product or service introductions, or if our past capital investments do not yield the results anticipated when making the investments, there may be an adverse effect on our financial performance.

We are subject to risks relating to claims arising from the Ecommerce Restructuring and related transactions.

On August 8, 2024, we entered into a series of transactions designed to facilitate an orderly wind-down of a majority of our Global Ecommerce reporting segment, including athe sale of 81% of the voting interests of DRF Logistics, LLC (“DRF Logistics”), which owned a majority of the Global Ecommerce segment’s net assets and operations (the “GEC Sale”). ~~Subsequent~~Following to the GEC Sale, DRF Logistics and DRF LLC, a subsidiary of DRF Logistics (together, the “Ecommerce Debtors”), at the direction of their own governing bodies, filed voluntary petitions to commence Chapter 11 bankruptcy cases,. ~~which~~We we refer to, ~~together with~~ the GEC Sale, the Chapter 11 cases and any associated transactions collectively as the “Ecommerce Restructuring.” On November 25, 2024, the Bankruptcy Court entered an order confirming the liquidation plan, and the timely and orderly wind-down of the Ecommerce Debtors is ongoing. Risks and uncertainties may continue to be associated with the Ecommerce Restructuring, including, among others, continuing claims asserted against the Company or its affiliates related to the Ecommerce Restructuring as described in Part I, Item 3, “Legal Proceedings.”

The Ecommerce Restructuring culminated in the filing of the Ecommerce Debtors’ Third Amended Joint Plan of Liquidation (the “Plan”), which outlined the proposed treatment of all claims against the Ecommerce Debtors. In addition, the Plan incorporated the terms of a master settlement agreement by and between the Company and the Ecommerce Debtors (the “Settlement Agreement”), which effected the settlement and release of any and all claims the Ecommerce Debtors held against the Company. The Plan also afforded parties with claims that could potentially be asserted against both the Company and the Ecommerce Debtors (as opposed to claims against the Ecommerce Debtors alone), the opportunity to receive enhanced treatment in exchange for a voluntary release of the Company. The Plan provides that such parties who do not opt for enhanced treatment retain the right to pursue claims (if any) against the Company (the “Remaining Claims”).

On November 25, 2024, the Bankruptcy Court entered an order (the “Confirmation Order”), among other things, confirming the Plan. On December 9, 2024 (the “Effective Date”), the conditions to effectiveness of the Plan were satisfied or waived and the Ecommerce Debtors emerged from Chapter 11. There are still risks and uncertainties that may be associated with the Ecommerce Restructuring, including, among others, the length of time necessary to implement the orderly wind-down of the Global Ecommerce business associated with the Ecommerce Debtors; continuing claims asserted against the Company or its affiliates related to the Ecommerce Restructuring described in Part I, Item 3, “Legal Proceedings;” potential impacts to the Company’s reputation and relationships with its customers, vendors, employees, and other counterparties; and impacts to the Company’s liquidity, financial condition and results of operations.

The Remaining Claims may require significant effort, resources, and money to defend or could result in material losses to the Company, and such losses could have a material negative effect on the Company’s business, financial condition, liquidity and results of operations. We can provide no assurance that the Remaining Claims will be resolved in a manner that is satisfactory to the Company.

The Company incurred substantial expenses in connection with the Ecommerce Restructuring; however, actual expenses may be greater than anticipated. If the expenses associated with the Ecommerce Restructuring exceed our estimates, our business, financial condition, liquidity and results of operations could be adversely impacted.

Changes within our senior management and our Board of Directors could create uncertainties and impact our business.

We have undergone recent changes in our senior management and in the composition of our Board of Directors. ~~These~~Leadership ~~changes,~~transitions ~~and potential future changes,~~ may create continuity risks and operational challenges toand could adversely affect our ability to ~~operate the businesses and~~ execute our strategy. InThese ~~addition, such~~ changes also may, ~~among other things,~~ create uncertainty among investors, customers, employees, and ~~others~~other ~~concerning~~stakeholders regarding our future direction and performance, and could make it more difficult to attract and retain qualified personnel. Our senior management team is focused on initiatives to strengthen our business and improve long-term value for our shareholders. If we fail to effectively implement any of these initiatives or to do so on a timely basis, our business, results of operations, financial condition and cash flows could be adversely affected.

Cybersecurity and Technology Risks

Our financial performance and our reputation could be adversely affected, and we could be subject to legal liability or regulatory enforcement actions, if we or our suppliers are unable to protect against, or effectively respond to, cyberattacks or other cybersecurity incidents.

We depend on the security ofand ~~our~~integrity ~~and~~of our ~~suppliers'~~ information technology systems and those of certain third-party service providers and suppliers to support numerous business processes and activities, to service our clients, and to enable consumer transactions and postal services. There are numerous cybersecurity risks to these systems, including, but not limited to, individual and group criminal hackers, industrial espionage, denial of service attacks, ransomware and malware attacks, attacks on the software supply chain, and employee errors and/or malfeasance, phishing and other social engineering attacks, credential theft, insider threats and exploitation of vulnerabilities in third-party software and systems. These cyber threats are diverse and constantly evolving, especially given the advances in, and the rise of the use of, artificial intelligence, thereby increasing the difficulty of preventing, detecting, and successfully defending against them and may be more difficult to detect and mitigate, including as threat actors use artificial intelligence and other advanced tools to enhance attacks and impersonation tactics. Successful cybersecurity breaches could, among other things, disrupt our operations or degrade service delivery or result in the unauthorized disclosure, theft and misuse of company, client, consumer and employee sensitive and confidential information, all of which could adversely affect our financial performance. Cybersecurity breaches could result in legal claims or proceedings, financial liability to other parties, governmental investigations, regulatory enforcement actions and penalties, and damage to our brand and reputation. Although we maintain insurance coverage relating to cybersecurity incidents, we may incur costs or financial losses that are either not insured against or not fully covered through our insurance and such insurance may be subject to exclusions, sub-limits and retentions and may become more expensive or less available on acceptable terms. We and certain of our suppliers have experienced cybersecurity incidents in the past, and may experience additional incidents in the future. Despite the implementation of our cybersecurity processes, our security measures cannot guarantee that a significant cyberattack will not occur. ~~The~~or ~~Company~~that ~~and~~we ~~our~~will ~~suppliers~~be ~~have~~able ~~experienced~~to ~~certain~~prevent, ~~cybersecurity~~detect ~~incidents~~or inrespond ~~the~~to ~~past~~all ~~(e.g.~~incidents ~~the previously disclosed ransomware attacks we experienced~~ in ~~2019~~a timely and ~~2020)~~effective manner. Our goal is to prevent meaningful incursions and minimize the overall impact of those that occur. For more information on how the Company handles cybersecurity, see Item 1C. Cybersecurity.

Failure to comply with data privacy and protection laws and regulations could subject us to legal liability and adversely affect our reputation and our financial performance.

Our businesses use, process, and store proprietary information and personal, sensitive, or confidential data relating to our business, clients, and employees. Privacy laws and similar regulations in many jurisdictions where we do business require that we take significant steps to safeguard that information, and these laws and regulations continue to evolve. The scope of the laws that may be applicable to us is often uncertain and may be conflicting, and the growth of our cloud-based services increases the scope and complexity of laws that might apply. In addition, new laws may add an array of requirements on how we handle or use information and increase our compliance obligations. For example, India's Digital Personal Data Protection Act, enacted in August 2023 but not operational until the rules have been set, is a new legal framework designed to protect individuals' personal data and regulates how organizations process it, and the European Union’s AI Act compliments and expands transparency requirements set out in the General Data Protection Regulation. In the United States, a growing number of states have enacted different laws regarding personal information, privacy and artificial intelligence that impose significant new requirements on consumer personal information. In some instances (e.g., California), these laws also expand the definition of consumer personal information to include information related to employees and business contacts. Some of these state laws have established independent agencies with rule making and enforcement

109

complexity of laws that might apply. In addition, new laws may add an array of requirements on how we handle or use information and increase our compliance obligations. For example, India's Digital Personal Data Protection Act of 2023, and implemented rules notified in 2025, established a framework regulating the processing of digital personal data. The European Union’s Artificial Intelligence Act, which entered into force in August 2024, introduces additional requirements for certain AI systems and practices and will apply on a phased timeline, and may increase compliance obligations for organizations that develop, deploy or use AI-enabled tools. In the United States, a growing number of states have enacted different laws regarding personal information, privacy and artificial intelligence that impose significant new requirements on consumer personal information. In some instances (e.g., California), these laws also expand the definition of consumer personal information to include information related to employees and business contacts. Some of these state laws have established independent agencies with rule making and enforcement authority, whose initial guidance, actions, and regulations ~~remain~~continue to beevolve ~~determined~~ and ~~tested,~~may ~~adding~~be ~~additional~~adopted ~~layers~~or ofbecome ~~uncertainty~~effective ~~with~~on ~~respect~~a tophased ~~compliance~~basis. Other countries or states have enacted and will continue to enact and amend laws or regulations in the future that have similar or additional requirements. Although we endeavor to continually monitor and assess the impact of these laws and regulations, and continually update our systems to protect our data and comply with these laws, their interpretation and enforcement are uncertain, subject to change, and may require substantial costs to monitor and implement. Failure to comply with data privacy and protection laws and regulations could also result in government enforcement actions (which could result in substantial civil and/or criminal penalties) and private litigation, which could adversely affect our reputation and financial performance.

If we or our third party service providers and suppliers encounter ~~unforeseen~~ interruptions or difficulties in the operation of our cloud-based applications, our business could be disrupted, our reputation and relationships may be harmed, and our financial performance could be adversely affected.

Our business relies upon the continuous and uninterrupted performance of our ~~and our suppliers'~~ cloud-based applications and systems and those of certain third-party service providers and suppliers to support numerous business processes, to service our clients and to support their transactions with their customers and postal services. Our applications and systems, and those of our ~~partners~~third-party service providers and suppliers, may be subject to interruptions due to technological errors, system capacity constraints, software errors or defects, human errors, computer or communications failures, power loss, adverse acts of nature and other unexpected events. We have business continuity and disaster recovery plans in place designed to ~~protect~~reduce the impact on our business operations in case of such events and we also require our suppliers to have the same . and, where appropriate, contractually obligate certain third-party service providers and suppliers to maintain similar plans. Nonetheless, there can be no guarantee that these plans will function as designed or will be sufficient to address all contingencies. If we are unable to limit interruptions or successfully correct them in a timely manner or at all, itsuch interruptions could result in lost revenue, loss of critical data, significant expenditures of capital, a delay or loss in market acceptance of our services and damage to our reputation, brand and relationships, any of which could have an adverse effect on our business and our financial performance.

Macroeconomic and General Regulatory Risks

Periods of difficult economic conditions, other macroeconomic events, or a public health crisis could adversely affect our business.

Our operations and financial performance are impacted by ~~the~~ economic conditions in the United States and the other countries where we and our clients do business. Any significant or perceived weakening of these economies, reduction in business confidence, or change in business or consumer spending habits, concerns of a domestic or global recession, rising inflation or interest rates, limited availability of credit, or other macroeconomic events (including public health crises, ~~and~~ severe weather events, government shutdowns or other disruptions in government operations), not within our control, may impact our clients’ businesses or reduce our clients’ demand for shipping and mailing products and services and thus, negatively affect our financial performance. These economic conditions, at times, have arisen and can arise suddenly, and the duration and full impact of such conditions can be difficult to predict, which could adversely impact our business, financial condition, and results of operations.

A significant decline in cash flows, changes in our credit ratings, capital market disruptions, noncompliance with any of our debt covenants, or significant withdrawals by depositors at the Bank, could adversely affect our ability to maintain adequate liquidity, provide competitive financing services and to fund various discretionary priorities.

We provide competitive finance offerings and fund discretionary priorities, such as capital investments, strategic acquisitions, dividend payments and share repurchases through a combination of cash generated from operations, ~~deposits held at the Bank~~ and access to capital markets. Our ability to access U.S. capital markets and the associated cost of borrowing is dependent upon our credit ratings and is subject to capital market volatility. We maintain a revolving credit facility to provide funding inas ~~the event we need it~~needed, however, our ability to borrow under ~~our~~this ~~revolving credit~~ facility is subject to compliance with the covenants set forth in the credit agreement governing the revolving credit facility.

A significant decline in cash flows, or changes in our credit ratings, material capital market disruptions, or noncompliance with any of our debt covenants, ~~significant~~that ~~withdrawals~~adversely byaffects ~~depositors~~our atability ~~the Bank, adverse changes~~ to ~~our~~access ~~industrial~~capital ~~loan~~markets, ~~charter or an increase in our credit default swap spread~~ could impact our ability to maintain adequate liquidity, ~~which~~continue ~~could impact our ability~~ to provide competitive finance offerings, repay or refinance maturing debt, and fund other strategic or discretionary activities, ~~which~~and ~~could~~ adversely affect our operational and financial performance.

Changes in tax rates, laws or regulations could adversely impact our financial results.

We are subject to taxes in the U.S. and in the foreign jurisdictions where we do business. Due to continuing global fiscal challenges and political conditions, tax laws and enforcement approaches have been and may continue to be subject to significant change. Changes in tax laws may be on a prospective or retroactive basis and could have a material impact on our tax expense and cash flows. The Organization for Economic Co-operation and Development (OECD) has set forth a Two-Pillar Solution fundamentally overhauling the international tax rules. Pillar One focuses on reallocation of profits while Pillar Two applies a global minimum corporate tax. The OECD has ~~set~~issued ~~forth~~ Model Rules and anongoing ~~ambitious~~administrative ~~timeline~~guidance to ~~ensure~~support ~~the~~implementation ~~effective~~and ~~implementation~~coordination of these initiatives, and a number of jurisdictions have enacted or are implementing rules based on the ~~Two-~~OECD framework, including the Pillar ~~Solution~~Two global minimum tax. Although some jurisdictions have issued guidance or passed tax laws based on the OECD Model Rules, the final nature, timing and extent of any such tax reforms or other legislative or regulatory actions is(including ~~unpredictable~~their scope, interpretation, implementation, enforcement and interaction with other jurisdictions’ rules) are evolving and it is difficult to assess their overall effect. ~~However~~These developments could increase our compliance and reporting obligations and, ~~these~~depending ~~changes~~on the jurisdictions in which we operate and the interaction among applicable rules, could result in ~~double~~incremental tax expense (including “top-up” taxes), ~~increase~~potential double taxation and adversely impact our ~~effective~~financial ~~tax~~results ~~rate~~and cash flows. We continuously monitor developments and ~~adversely~~evaluate the impact these new rules are anticipated to have on our tax rate.

financial results and cash flows. We continuously monitor developments and evaluate the impact these new rules are anticipated to have on our tax rate.

We are subject to tax audits in the various jurisdictions in which we operate. Given the complexity of the current and changing tax laws and regulations, tax authorities may disagree with certain positions we have taken and assess additional taxes. We regularly review the strength of our positions based on current law, court cases, rulings and proposed legislative changes to determine the appropriateness of our tax provision, however, there can be no assurance that we will accurately predict the outcomes of these audits, which could have a material impact on our effective tax rate and adversely impact our financial results and cash flows.

Our operations and financial performance may be negatively affected by changes in trade policies, tariffs and regulations.

In recent years, the United States increased tariffs for certain goods, which triggered other nations to also increase tariffs on certain of their goods. These increased tariffs resulted in additional costs on certain components used in ~~some of our~~ SendTech products. In addition, there iscontinues ~~currently~~to be significant uncertainty about the future relationship between the United States and various other countries, ~~including changes arising as a result of the new presidential administration~~ with respect to trade policies, treaties, tariffs, taxes, and other limitations on cross-border operations. Changes in tariffs, trade barriers, price and exchange controls and other regulatory requirements could have an adverse effect on our business, prospects, financial condition and operating results, the extent of which cannot be predicted with certainty at this time.

If we do not keep pace with changing expectations and regulations in the areas of ESG, our reputation and results of operations may be adversely affected.

The set of topics incorporated within the term ESG in general, including climate change in particular, cover a range of issues that pose potential risks to our operations. Companies across all industries are facing increased scrutiny from stakeholders related to their ESG practices. From an environmental perspective, the impact of climate change and a potential increase in severe weather events may pose risk to the operation of our sortation facilities, while changes in regulation relating to climate change and other aspects of ESG, including different regulatory requirements in different locations where we operate, may change the cost of compliance for, among other things, collecting, assuring and reporting information regarding our ESG impacts and risk management. There are also a series of laws related to product stewardship and waste disposal to which we need to comply. From a “social” perspective, a failure to meet employee expectations could impact our ability to recruit new employees and retain talent, and failure to manage any reputational risks associated with social or environmental matters could negatively impact our business.

Public statements with respect to ESG matters, such as emission reduction goals, other environmental targets, or other commitments addressing certain social issues, are becoming increasingly subject to heightened scrutiny from public and governmental authorities related to the risk of potential “greenwashing,” i.e., misleading information or false claims overstating potential ESG benefits. On the other hand, the Company could face criticism for pursuing certain environmental or social initiatives that are alleged to be political or polarizing in nature and could subject the Company to pressure in the media or through other means, which could adversely affect our reputation and results of operations, or could impact our ability to obtain or retain business with, or overseen by, the US federal government or any relevant agencies.

Shareholder Activism Risks

Our business could be negatively affected as a result of shareholder activism.

We value constructive input from investors and regularly engage with our stockholders regarding strategy and performance. ~~Although~~Our ~~our~~ Board of Directors and management team are committed to acting in the best interests of all our stockholders; however, there is no assurance that the results of actions taken by our Board of Directors and management team will be successful.

We have been and may continue to be subject to shareholder activism in the future. ~~For~~Such ~~example,~~activism or onperceived ~~January~~uncertainties ~~31,~~as ~~2024, we entered into a cooperation agreement with Hestia Capital Partners, LP and certain of its affiliates. Pursuant~~ to ~~the cooperation agreement, we increased the size of~~ our ~~Board~~future ofdirection ~~Directors~~could byadversely ~~two~~affect ~~seats, appointed two nominees to~~ our ~~Board~~results of ~~Directors,~~operations and ~~agreed~~financial ~~to other terms and customary standstill provisions. Currently~~condition, ~~Lance~~as ~~Rosenzweig~~well ~~and Paul Evans serve~~ as ~~directors pursuant to~~ the ~~Cooperation~~market ~~Agreement.~~performance ~~Responding~~of toour ~~proxy contests~~securities, including ~~related~~fluctuations ~~litigation and settlement of prior activism, can be costly, time-consuming, result~~ in ~~further turnover of~~ our ~~Board~~stock ofprice ~~Directors,~~based ~~disrupt~~on ~~our~~temporary ~~operations~~or ~~and~~speculative ~~divert~~market ~~the~~perceptions ~~attention~~or ofother ~~management,~~factors ~~Board~~that ofdo ~~Directors~~not ~~and~~necessarily ~~employees.~~reflect ~~All~~the ofunderlying ~~this~~fundamentals ~~could adversely affect our results of operations~~ and ~~financial~~prospects ~~condition, as well as the market performance~~ of our ~~securities~~business.

~~Additionally,~~We ~~perceived~~also ~~uncertainties~~face asevolving toand ~~our~~diverging ~~future~~requirements ~~direction~~and orexpectations ~~changes~~from toinvestors, ~~the~~regulators, ~~composition~~customers ofand ~~our~~other ~~Board~~stakeholders ofacross ~~Directors as a result of activist stockholders, may lead to~~ the ~~perception~~jurisdictions ~~of an adverse change~~ in ~~the~~which ~~direction~~we ~~of our business~~operate, ~~instability~~including oron ~~lack~~environmental, ofsocial, ~~management~~governance orand ~~oversight~~sustainability ~~continuity~~matters. ~~These~~Any ~~uncertainties~~actual ~~may be more acute~~ or ~~heightened~~perceived iffailure ~~an activist stockholder seeks~~ to ~~change~~meet aany ~~majority~~expectations of our ~~Board~~key ofstakeholders, ~~Directors.~~including ~~Actions~~any byregulatory ~~activist~~requirements ~~stockholders may be exploited by our competitors and/~~or ~~other activist stockholders~~expectations, ~~cause~~could ~~concern~~expose us to ~~customers~~legal, ~~employees,~~operational ~~investors, rating agencies, strategic partners~~ and ~~other~~reputational ~~constituencies~~risks, which could ~~result~~negatively ~~in lost sales and business opportunities, make it more difficult to attract and retain qualified personnel and business partners and adversely~~ impact our ~~ability to access capital markets at reasonable costs~~business. ~~Further, actions of activist stockholders may~~

12Our indebtedness and the terms of our debt agreements could limit our financial and operating flexibility and adversely affect our

cause significant fluctuations in our stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our businessBusiness.

As of ~~the~~December ~~date~~31, 2025, we had total debt of ~~this~~approximately ~~filing,~~$2 billion. Our debt service obligations could require us to dedicate a portion of our ~~nomination~~cash ~~deadline~~flows ~~has~~from ~~passed~~operations to interest and noprincipal ~~shareholders~~payments. ~~have~~This ~~nominated~~could ~~director~~reduce ~~candidates~~the funds available to ~~oppose~~support ~~incumbent~~operations, ~~directors~~capital atexpenditures, ~~this~~and ~~year's~~strategic ~~annual~~initiatives ~~meeting.~~and could increase our vulnerability to adverse business, industry, or economic conditions.

In addition, the agreements governing our indebtedness contain financial covenants and other restrictions that may limit our ability to take actions that could be in our best interests, including limitations on incurring additional indebtedness, granting liens, making certain investments, selling assets, entering into certain strategic transactions, or making certain restricted payments. For example, under our senior secured credit agreement, we are required to satisfy quarterly tested maintenance covenants, including a minimum interest coverage ratio and maximum secured net leverage and total net leverage ratios. Our ability to comply with these covenants and restrictions may be affected by events beyond our control. If we fail to comply, we may be required to seek waivers or amendments, which may not be available on acceptable terms, and a default could result in acceleration of amounts due and other remedies (including pursuant to any cross-default or cross-acceleration provisions).

We may need to refinance, redeem, or repay indebtedness as it matures (or in certain circumstances earlier than scheduled), and we

cannot guarantee that we will be able to do so on acceptable terms, or at all. In particular, our senior secured credit agreement contains provisions pursuant to which, if the notes due March 2027 have not been redeemed in full by specified dates and liquidity falls below

specified levels, certain of our term loans and any borrowings under our revolving credit facility could become due earlier than their

stated maturities. Further, a portion of our indebtedness bears interest at variable rates and increases in interest rates could increase our borrowing costs and adversely affect our cash flows.

The conditional conversion feature of the Convertible Notes, if triggered, may adversely affect our financial condition and operating results.

In the event the conditional conversion feature of the Convertible Notes is triggered, holders of Convertible Notes will be entitled to convert the Convertible Notes at any time during specified periods at their option. If one or more holders elect to convert their Convertible Notes, the conversion would be settled through the payment of cash, which could adversely affect our liquidity. In addition, even if holders do not elect to convert their Convertible Notes, we could be required to reclassify all or a portion of the outstanding principal of the Convertible Notes as a current rather than long-term liability, which could result in a reduction of our net working capital.

Certain provisions in the Indenture governing the Convertible Notes could delay or prevent an otherwise beneficial takeover or takeover attempt of us.

Certain provisions in the Convertible Notes and the Indenture could make it more difficult or expensive for a third party to acquire us. For example, if an attempted acquisition constitutes a fundamental change, holders of the Convertible Notes will have the right to require us to repurchase their Convertible Notes in cash. In addition, if an attempted acquisition constitutes a make-whole fundamental change, we may be required to increase the conversion rate for holders who convert their Convertible Notes. In either case, our obligations under the Convertible Notes and the Indenture could increase the cost of acquiring us or otherwise discourage a third party from acquiring us, including in a transaction that holders of the Convertible Notes or holders of our common stock may view as favorable.

The Capped Call Transactions may affect the value of the Convertible Notes and the market price of our common stock.

In connection with the pricing of the Convertible Notes, we entered into privately negotiated Capped Call Transactions with the option counterparties. The Capped Call Transactions are expected to reduce potential dilution to our common stock upon conversion of any Convertible Notes, with such reduction subject to a cap. If the market price per share of our common stock, as measured under the terms of the Capped Call Transactions, exceeds the cap price of the Capped Call Transactions, there would nevertheless be dilution to the extent that such market price exceeds the cap price of the Capped Call Transactions. In addition, to the extent any observation period for any Convertible Notes does not correspond to the period during which the market price of our common stock is measured under the terms of the Capped Call Transactions, there could also be dilution and/or a reduced offset of any such cash payments as a result of the different measurement periods.

The option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to our common stock and/or purchasing or selling our common stock or other securities of ours in secondary market transactions following the pricing of the Convertible Notes and prior to the maturity of the Convertible Notes (and may do so on each exercise date for the Capped Call Transactions or following any termination of any portion of the Capped Call Transactions in connection with any repurchase, redemption or early conversion of the Convertible Notes). This activity could also cause an increase or a decrease in the market price of our common stock or the Convertible Notes, which could affect holders’ ability to convert the Convertible Notes and, to the extent the activity occurs following conversion or during any observation period related to a conversion of Convertible Notes, it could affect the amount and value of the consideration that holders will receive upon conversion of such Convertible Notes.

We are subject to counterparty risk with respect to the Capped Call Transactions.

The option counterparties are financial institutions, and we are subject to the risk that any or all of them might default under the Capped Call Transactions. Our exposure to the credit risk of the option counterparties will not be secured by any collateral. Global economic conditions from time to time have resulted in the actual or perceived failure or financial difficulties of many financial institutions. If an option counterparty were to default under the Capped Call Transactions, we would become an unsecured creditor with a claim equal to our exposure at that time under the Capped Call Transactions with such option counterparty. Our exposure will depend on many factors but, generally, an increase in our exposure will be correlated to an increase in the market price and in the volatility of our common stock. In addition, upon a default by an option counterparty, we may suffer adverse tax consequences and more dilution than we currently anticipate with respect to our common stock. We can provide no assurance as to the financial stability or viability of the option counterparties.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

A comprehensive cybersecurity program is critical to achieving our business goals. Like all companies in today’s world, we face a multitude of cybersecurity threats that range from ransomware, and denial-of-service, to attacks from more advanced nation state actors, and even insider threats. Likewise, our customers, suppliers, subcontractors and partners face similar cybersecurity threats, and a cybersecurity incident impacting us or any of these entities could materially adversely affect our business operations and financial performance. These cybersecurity threats and related risks make it imperative that we expend considerable resources to safeguard our organization’s assets and to prevent service disruptions or minimize the impact should an incident occur. Our processes for assessing, identifying, and managing material risks from ~~cyberecurity~~cybersecurity threats are described below. ~~These cybersecurity risk managment processes are integrated into our overall risk management system.~~

The Audit Committee of the Board of Directors oversees the Company's ~~technology~~cybersecurity ~~functions~~risk management program, including management’s processes for identifying and mitigating risks, including cybersecurity risks, to help align our risk exposure with our strategic objectives. Senior technology leadership, including our ~~Chief~~Senior ~~Information~~Vice ~~Security~~President ~~Officer~~of ~~(CISO)~~IT and Security, briefs the Audit Committee and the full Board of Directors on our cybersecurity and information security posture on a regular cadence. In addition to this regular reporting, cybersecurity risks or threats may also be escalated to the Audit Committee on an as-needed basis. In the event of an incident, we strive to follow our detailed incident response playbook, which outlines the steps to be taken from incident detection to mitigation, recovery, escalation to senior management, the Board of Directors, and functional areas, and notification to customers and employees as appropriate.

Our information security organization is led by the ~~CISO~~Senior Vice President of IT and Security, who is responsible for our overall information security strategy, policy, security engineering, product security, operations and cybersecurity threat detection and response. The ~~CISO~~Senior Vice President of IT and Security has 32more than 33 years of experience serving in various information technology roles. The information security organization manages and continually enhances an enterprise security structure with the goal of preventing cybersecurity incidents to the extent feasible, while simultaneously increasing our system and product resilience in an effort to minimize the business impact should an incident occur. Our cybersecurity program attempts to follow the National Institute of Standards and Technology (NIST) Cybersecurity Framework principles. We also ~~strive~~seek to maintain certain ISO certification and ~~assurance~~obtain ~~reporting under~~ AICPA SOC2 reports for ~~several~~certain of our systems and products. We have adopted a risk-based management process to define, manage, and prioritize controls required to maintain the confidentiality, integrity and availability of our digital assets. Employees outside of our information security organization also have a role in our cybersecurity defenses and are required to receive periodic cybersecurity training, which we believe improves our overall cybersecurity posture.

We have also extended our cybersecurity governance to our operational business executives. Technical leadership periodically presents an assessment of mission critical information assets, those that would cause significant business, customer, or employee impact to the appropriate senior management executives. This is a formal assessment which describes the underlying cyber posture, mitigation plan, and commitments. It ensures that the cybersecurity program in the business unit is progressing against its goals and new risks are operationally prioritized. In addition, the ~~CISO~~Senior Vice President of IT and Security meets with leaders from the Company's legal, IT, and internal audit organizations to ensure alignment with privacy, regulations, legal compliance and audit plans.

We rely heavily on third party partners (i.e. suppliers, subcontractors, consultants, etc.) to support our products, business operations and technology services, and a cybersecurity incident at a partner could materially adversely impact us. Where possible, we include information security provisions, audit rights and insurance requirements, in contracts with these partners based on their level of access to our systems and data. For our most critical partners, where possible, we attempt to pursue an annual attestation of ongoing compliance to our standard policies and practices. For select partners, we engage third party cybersecurity monitoring and alerting services, and seek to work directly with those partners to address potential deficiencies identified.

Given the constantly evolving cyber-threat landscape, ~~as well as the previously disclosed ransomware attacks~~ we ~~experienced in 2019 and 2020, we~~ continuously test and evolve our cybersecurity program. We engage internal security team experts who perform ‘ethical ~~hacks~~hacking’ against our information assets to uncover risks. As part of its risk based annual audit plan, our internal audit team reviews a number of components of our information technology operations, which taken together, comprise our cybersecurity defenses. A report of its findings is distributed to certain members of management and completion of the auditor's comments is tracked and reported up to the Audit Committee. We also engage third party service providers to conduct evaluations of our security controls, whether through penetration testing, independent audits or consulting on best practices to address new challenges. These evaluations include testing both the design and operational effectiveness of security controls.

Assessing, identifying, and managing cybersecurity related risks are integrated into our overall enterprise risk management (ERM) process. Cybersecurity related risks are included in the risk universe that our ERM process evaluates to assess top risks to the enterprise on an annual basis. To the extent the ERM process identifies a heightened cybersecurity related risk, risk owners are assigned to develop risk mitigation plans, which are then tracked to completion. The ERM process annual risk assessment is presented to the Audit Committee.

As of the date of this report, ~~the~~we ~~Company~~have ~~has~~ not identified any cybersecurity threats or incidents that have materially affected or are reasonably likely to ~~have~~materially aaffect ~~material effect on~~ the ~~organization~~Company. ~~The~~We ~~Company~~ and ~~its~~certain of our service providers have experienced cyberattacks and attempted cyberattacks in the past, which ~~the~~we ~~Company~~believe ~~believes~~ have thus far been mitigated by preventative, detective, and responsive measures put in place. Notwithstanding the cybersecurity protections we have in place, we may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on us. See Item 1A. “Risk Factors” for a discussion of cybersecurity risks.

ITEM 2. PROPERTIES

We lease numerous facilities worldwide, including administrative offices, mail sortation facilities, service locations, data centers and call centers. ~~Our~~We ~~corporate~~conduct ~~headquarters~~our isresearch and development activities in facilities located in ~~Stamford~~Noida and Pune, India and Shelton, Connecticut. Effective January 1, 2026, we relocated our corporate headquarters to Shelton, Connecticut.

~~Our~~ Presort Services ~~segment~~ conducts mail sortation operations through a network of 3334 operating centers throughout the United States. ~~Our~~ SendTech Solutions ~~segment~~ leases a manufacturing and distribution facility in Indiana. This facility is significant as it stores a majority of the SendTech Solutions products, supplies and inventories.

Should any facility be unable to function as intended for an extended period of time, our ability to service our clients and operating results could be impacted. Management believes that our facilities are in good operating condition, materially utilized and adequate for our current business needs.

We conduct our research and development activities in facilities located in Noida and Pune, India, Bielsko-Biala, Poland and Shelton, Connecticut. Management believes that our facilities are in good operating condition, materially utilized and adequate for our current business needs.

ITEM 3. LEGAL PROCEEDINGS

See Note 16 Commitments and Contingencies to the Consolidated Financial Statements for additional information.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR THE COMPANY'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is principally traded on the New York Stock Exchange (NYSE) under the symbol "PBI". At January 31, ~~2025~~2026, we had 1110,~~333~~580 common stockholders of record.

Dividends and Share Repurchases

WeDuring ~~have~~2025, ~~historically~~we paid a quarterly ~~dividend~~dividends tototaling ~~our~~$51 ~~shareholders~~million, or $0.30 per share. We expect to continue to pay a quarterly dividend; however, ~~our~~the Board of Directors may decide to increase, decrease or not approve the payment of a dividend at any time. ~~In February 2025, our Board of Directors increased the quarterly dividend to $0.06 per share.~~

OnThroughout ~~February 11,~~ 2025, ~~our~~the Board of Directors authorized a new $~~150~~500 million share repurchase program. InOn ~~connection~~February ~~with~~16, ~~the new share repurchase program~~2026, the Board of Directors ~~terminated~~authorized ~~and~~an ~~replaced~~increase ~~our~~to ~~prior~~the share repurchase program ~~authorized~~of on$250 ~~February~~million. 4,Subject ~~2019.~~to ~~Purchases~~limitations byin ~~the~~our ~~Company~~New ~~under~~Credit ~~the~~Agreement ~~new~~(as ~~share~~defined ~~repurchase~~below), ~~program~~common stock repurchases may be made from time to time in open market or private transactions in such manner as may be deemed advisable from time to time (including, without limitation, pursuant to one or more 10b5-1 trading plans, accelerated share repurchase programs, and any other method that the Company may deem advisable) and may be discontinued at any time. WeThe ~~may~~following ~~also~~table ~~repurchase~~provides ~~shares~~information ofabout ~~our~~ common stock topurchases ~~manage~~during the ~~dilution~~three ~~created~~months byended ~~shares~~December ~~issued~~31, ~~under employee stock plans and for other purposes. We did not repurchase any shares in 2024.~~ 2025:



	Total number of shares purchased	Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs	Approximate dollar value of shares that may yet be purchased under the plans or programs (in thousands)
Beginning balance					$148,226
October 2025	3,203,100	$	11.30	3,203,100	$212,031
November 2025	7,926,090	$	9.52	7,926,090	$136,553
December 2025	1,484,407	$	10.05	1,484,407	$121,639
	12,613,597	$	10.04	12,613,597

During 2025, we purchased 35,853,442 shares at an aggregate cost of $378 million. From January 1, 2026 through February 13, 2026 we purchased an aggregate additional 1,204,679 shares at a cost of $12 million.

Stock Performance Graph

WeOur ~~revised our~~ peer group ~~from~~is ~~last~~comprised ~~year~~of: toACCO ~~include~~Brands ~~companies~~Corporation, toBread ~~align~~Financial ~~with~~Holdings, ~~our~~Inc., ~~changing~~Cimpress ~~business~~plc, ~~offerings~~CSG Systems International, Inc., Deluxe Corporation, Diebold Nixdorf, Incorporated, E2open Parent Holdings, Inc., HNI Corporation, Matthews International Corporation, McGrath RentCorp, Quad/Graphics, Inc., Sabre Corporation, TTEC Holdings, Inc. and Unisys Corporation.

Our new peer group is comprised of: ACCO Brands Corporation, Bread Financial Holdings, Inc., Cimpress plc, CSG Systems International, Inc., Deluxe Corporation, Diebold Nixdorf, Incorporated, E2open Parent Holdings, Inc., HNI Corporation, Matthews International Corporation, McGrath RentCorp, Quad/Graphics, Inc., Sabre Corporation, TTEC Holdings, Inc. and Unisys Corporation.

Our peer group for 2023 was comprised of: ACCO Brands Corporation, Avery Dennison Corporation, Cimpress plc, Bread Financial Holdings, Inc., Deluxe Corporation, Diebold Nixdorf, Incorporated, Etsy, Inc., Fidelity National Information Services, Inc., Fiserv, Inc., GXO Logistics, Inc., Hub Group, Inc., NCR Corporation, Overstock.com, Inc., Rockwell Automation, Inc., Ryder System, Inc., Schneider National, Inc., The Western Union Company, W.W. Grainger, Inc. and Xerox Holdings Corporation.

The accompanying graph shows the annual change in the value of a $100 investment in Pitney Bowes Inc., the Standard and Poor's (S&P) SmallCap 600 Composite Index and a peer group over a five-year period assuming the reinvestment of dividends. The composition of our peer group is developed by our Compensation Committee based on recommendations from their independent compensation consultant.

15The above graph was determined by an independent third party. On a total return basis, a $100 investment on December 31, 2020, in Pitney Bowes Inc., the S&P SmallCap 600 Composite Index and our peer group would have been worth $209, $142 and $80, respectively, on December 31, 2025.

The above graph was determined by an independent third party. On a total return basis, a $100 investment on December 31, 2019, in Pitney Bowes Inc., the S&P SmallCap 600 Composite Index, our new peer group and our old peer group would have been worth $223, $149, $63 and $131 respectively, on December 31, 2024.

Total return for the S&P SmallCap 600 Composite Index and our peer group is based on market capitalization, weighted for each year. The stock price performance is not necessarily indicative of future stock price performance.

ITEM 6. [RESERVED]

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS

The following discussion of our financial condition and operating results should be read in conjunction with our risk factors, consolidated financial statements and related notes. This discussion includes forward-looking statements based on management's current expectations, estimates and projections and involves risks and uncertainties. Actual results may differ significantly from those currently expressed. A detailed discussion of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements is outlined under "Forward-Looking Statements" and "Item 1A. Risk Factors" in this Form 10-K. All table amounts are presented in thousands of dollars.

Strategic Initiatives

We have been undergoing a strategic transformation over the past year, which focused on four strategic initiatives: the Ecommerce Restructuring (described in Recent Developments below); cost rationalization including identifying certain cost reductions (described in Results of Operations below) and cash optimization to reduce go-forward cash needs and balance sheet deleveraging (described in Liquidity and Capital Resources below).

Recent Developments

On August 8, 2024, we entered into a series of transactions designed to facilitate an orderly wind-down of a majority the Company’s Global Ecommerce reporting segment. In connection with the wind-down, an affiliate of Hilco Commercial Industrial, LLC (“Hilco”) subscribed for 81% of the voting interests in the subsidiary, DRF Logistics, LLC owning a majority of the Global Ecommerce segment’s net assets and operations (DRF Logistics, LLC and its subsidiary, DRF LLC, the “Ecommerce Debtors”) for de minimis consideration (the “GEC Sale”), with a subsidiary of Pitney Bowes retaining 19% of the voting interests and 100% of the economic interests. Subsequent to the GEC Sale, the Ecommerce Debtors, at the direction of their own governing bodies, filed petitions to commence Chapter 11 bankruptcy cases and conduct an orderly wind down of the Ecommerce Debtors (the “GEC Chapter 11 Cases”). We refer to the GEC Sale, the GEC Chapter 11 Cases and any associated transactions as the “Ecommerce Restructuring”.

In connection with the GEC Chapter 11 Cases, we entered into a Restructuring Support Agreement (the “RSA”) with the Ecommerce Debtors to provide for, among other things, an orderly wind-down of the Ecommerce Debtors, shared services between the Company and the Ecommerce Debtors for a period of time, a global settlement between the Company and the Ecommerce Debtors, and a senior secured, super-priority debtor-in-possession term loan (the “DIP Facility”) in an aggregate principal amount of up to $47 million.

In addition, the Company and the Ecommerce Debtors entered into a master settlement agreement (the “Settlement Agreement”), which contemplates the separation of the relationship and transactions among the Company and its subsidiaries and the Ecommerce Debtors, including the settlement and release of claims the Ecommerce Debtors may have against the Company.

On November 25, 2024, the Bankruptcy Court confirmed the Ecommerce Debtors' Third Amended Joint Plan of Liquidation (the "Plan") which incorporated the terms of the RSA and approved the Settlement Agreement. On December 9, 2024, the Plan became effective in accordance with its terms, substantially consummating the separation of the Company from the Ecommerce Debtors. As of the end of 2024, approximately $120 million of cash costs related to the Ecommerce Restructuring have been paid.

As a result of the Ecommerce Restructuring, certain revenues, expenses, assets and liabilities are now reported as discontinued operations in our Consolidated Financial Statements. Amounts of the former Global Ecommerce segment that did not qualify for discontinued operations treatment primarily relate to operations that were dissolved or sold, certain shared services functions and a cross-border services contract. Prior periods have been recast to conform to the current period presentation. For segment reporting purposes, the remaining portion of Global Ecommerce in continuing operations is now reported as "Other." See Note 4 for further information.

Outlook

Within SendTech Solutions, mailing-related revenues are expected to decline driven by lower meter populations and a higher mix of lease extensions versus new lease sales. We expect this decline to be partially offset by growth in our shipping offerings, particularly our SaaS solutions. The shift to lease extensions versus new lease sales will result in declining equipment sales in the near term; however, lease extensions will provide more stable and continued cash flows over the lease term.

Within Presort Services, we expect revenue and margin improvements due to higher revenue-per-piece and lower costs driven by the investments made in automation and technology to drive efficiencies and improve productivity.

RESULTS OF OPERATIONS

OVERVIEW OF CONSOLIDATED RESULTS


	Years Ended December 31,
					Favorable/(Unfavorable)
	2025		2024		Actual % Change
Total revenue	$	1,892,629	$	2,026,598	(7)	%
Total cost of revenue	868,767		964,298		10	%
Selling, general and administrative	621,567		717,894		13	%
Research and development	15,278		31,957		52	%
Restructuring charges	58,660		76,915		24	%

Interest expense, net	101,460		110,094		8	%
Other components of net pension and postretirement cost	7,543		89,044		92	%
Other expense	26,830		88,723		70	%
Income (loss) from continuing operations before income taxes	192,524		(52,327)		>100%
Provision (benefit) for income taxes	47,827		(154,829)		>(100%)
Income from continuing operations	144,697		102,502		41	%
Loss from discontinued operations, net of tax	—		(306,099)		100	%
Net income (loss)	$	144,697	$	(203,597)	>100%

Constant Currency


	Years Ended December 31,
					Favorable/(Unfavorable)
	2024		2023		Actual % Change
Total revenue	$	2,026,598	$	2,078,925	(3)	%
Total cost of revenue	964,298		1,048,315		8	%
Selling, general and administrative	717,894		781,609		8	%
Research and development	31,957		29,486		(8)	%
Restructuring charges	76,915		52,412		(47)	%
Goodwill impairment	—		123,574		100	%
Interest expense, net	110,094		98,769		(11)	%
Other components of net pension and postretirement cost	89,044		(8,256)		>(100%)
Other expense (income)	88,723		(3,064)		>(100%)
Loss from continuing operations before income taxes	(52,327)		(43,920)		(19)	%
(Benefit) provision for income taxes	(154,829)		17,347		>100%
Income (loss) from continuing operations	102,502		(61,267)		>100%
Loss from discontinued operations, net of tax	(306,099)		(324,360)		6	%
Net loss	$	(203,597)	$	(385,627)	47	%

InRefer ~~the~~to ~~tables~~Segment ~~below,~~Results ~~we report the change in revenue on a reported basis~~ and aConsolidated ~~constant~~Expenses ~~currency~~sections ~~basis.~~for ~~Constant~~detailed ~~currency measures exclude the impact of changes in currency exchange rates from the prior period under comparison~~information. We believe that excluding the impacts of currency exchange rates provides a better understanding of the underlying revenue performance. Constant currency change is calculated by converting the current period non-U.S. dollar denominated revenue using the prior year’s exchange rate.

~~Financial Results Summary:~~17

	Years Ended December 31,
					Favorable/(Unfavorable)
	2024		2023		Actual % Change		Constant Currency % change
Total revenue	$	2,026,598	$	2,078,925	(3)	%	(2)	%
Total costs and expenses	2,078,925		2,122,845		2	%
Loss from continuing operations before income taxes	(52,327)		(43,920)		(19)	%
(Benefit) provision for income taxes	(154,829)		17,347		>100%
Income (loss) from continuing operations	102,502		(61,267)		>100%
Loss from discontinued operations, net of tax	(306,099)		(324,360)		6	%
Net loss	$	(203,597)	$	(385,627)	47	%

CHANGES IN REPORTING

~~Revenue~~We ~~decreased~~recast ~~$52~~our ~~million~~reporting inpresentation ~~2024~~of ~~compared~~revenue toand ~~2023~~cost ~~primarily~~of ~~due~~revenue to ~~lower~~better ~~support~~align ~~services~~with our offerings. We now report Services revenue and Cost of ~~$36~~services, ~~million~~which includes the previously reported Business services and ~~lower~~Support ~~equipment~~services, ~~sales~~Products ofrevenue ~~$36~~and ~~million~~Cost of products, ~~partially~~which ~~offset~~includes bythe ~~higher~~previously ~~business~~reported ~~services~~Equipment sales and Supplies, and Financing and other revenue and Cost of ~~$28~~financing ~~million~~and other, which includes the previously reported Financing and Rentals.

~~Total~~We ~~costs~~recast our corporate expense allocation methodology to allocate all marketing and innovation expenses ~~decreased~~to ~~$44~~our ~~million~~SendTech ~~compared~~Solutions segment due to ~~the~~a ~~prior~~change ~~year~~in ~~period~~how ~~primarily~~these ~~due~~functions toare ~~the~~now ~~following:~~managed.

~~•Costs~~We ofrecast ~~revenue~~our ~~(excluding~~segment ~~financing~~reporting ~~interest~~to ~~expense)~~report ~~decreased~~the ~~$84~~revenue ~~million~~and ~~primarily~~related ~~due~~expenses ~~to lower cost~~ of ~~business~~a cross-border services ofcontract ~~$45~~in ~~million,~~our ~~lower~~SendTech ~~cost~~Solutions ofreporting ~~equipment~~segment, ~~sales~~which ofwas ~~$20~~previously ~~million~~reported ~~and~~in ~~lower~~Other ~~cost of support services of $14 million~~operations.

~~•SG&A~~Prior ~~expense~~periods ~~decreased~~presented ~~$64~~in ~~million~~this ~~compared~~Form ~~to the prior year primarily driven by lower employee~~10-~~related~~K ~~costs~~have ofbeen ~~$10~~recast ~~million,~~to ~~due~~conform to ~~lower salary expense of $40 million from headcount reductions partially offset by higher variable compensation of $33 million and a favorable impact of $16 million from~~ the ~~revaluation~~current ofperiod ~~intercompany loans~~presentation. SG&A expense also benefited from overall cost savings initiatives that resulted in expense savings of approximately $38 million from savings in areas such as marketing, travel, real estate and insurance.

•Restructuring charges increased $25 million compared to the prior year period primarily driven by actions taken under the 2023 and 2024 Plans.

•A $124 million goodwill impairment charge in the prior year related to certain operations of the former Global Ecommerce segment that were sold or dissolved prior to 2024 and did not qualify for discontinued operations treatment.

•Interest expense, net, including financing interest expense, increased $12 million compared to the prior year period primarily due to higher interest rates. We allocate a portion of gross interest expense to financing interest expense based on our effective interest rate and average finance receivables for the period.

•Other components of net pension and postretirement cost increased $97 million compared to the prior year, and includes a settlement charge of $91 million from a targeted campaign to offer lump sum settlements to vested participants.

•Other expense (income) increased $92 million due to $67 million of charges related to the Ecommerce Restructuring, a $14 million increase in debt redemption/refinancing costs and a $10 million asset impairment charge.

The benefit for income taxes for 2024 includes a tax benefit of $164 million primarily due to an affiliate reorganization. See Note 15 for more information.

As a result of the above, net income from continuing operations for 2024 was $103 million compared to a net loss from continuing operations of $61 million in 2023.

Net loss for 2024 and 2023 was $204 million and $386 million, respectively, and includes a net loss from discontinued operations of $306 million and $324 million, respectively. See Note 4 for more information.

	Years Ended December 31,
					Favorable/(Unfavorable)
	2023		2022		Actual % Change		Constant Currency % change
Total revenue	$	2,078,925	$	2,482,883	(16)	%	(16)	%
Total costs and expenses	2,122,845		2,294,231		7	%
(Loss) income from continuing operations before income taxes	(43,920)		188,652		>(100%)
Provision for income taxes	17,347		42,956		60	%
(Loss) income from continuing operations	(61,267)		145,696		>(100%)
Loss from discontinued operations, net of tax	(324,360)		(108,756)		>(100%)
Net (loss) income	$	(385,627)	$	36,940	>(100%)

Revenue decreased $404 million in 2023 compared to the prior year primarily due to a decrease in business services revenue of $337 million, lower equipment sales of $31 million and lower support services revenue of $27 million. The significant decline in business services revenue is primarily due to the sale or dissolution of certain Global Ecommerce operations that did not qualify for discontinued operations treatment.

Total costs and expenses decreased $171 million compared to the prior year primarily due to the following:

•Costs of revenue (excluding financing interest expense) decreased $345 million primarily due to lower cost of business services of $297 million and lower cost of equipment sales of $30 million. The significant decline in cost of business services is primarily due to the sale or dissolution of certain Global Ecommerce operations that did not qualify for discontinued operations reporting.

•SG&A expense declined $4 million compared to the prior year. This decrease was primarily driven by lower credit card fees of $10 million, lower professional and outsourcing fees of $8 million, lower salary expense of $5 million and lower marketing expenses of $5 million, partially offset by proxy solicitation fees of $11 million, higher credit loss provision of $7 million and non-cash foreign currency revaluation losses on intercompany loans of $6 million.

•Restructuring charges increased $35 million compared to the prior year driven by actions taken under the 2023 Plan.

•A goodwill impairment charge of $124 million associated with certain operations of the former Global Ecommerce segment that were sold or dissolved prior to 2024 and did not qualify for discontinued operations treatment.

•Interest expense, net, including financing interest expense, increased $23 million in 2023 compared to the prior year primarily due to higher interest rates.

•Other income declined $14 million compared to the prior year primarily driven by prior year gains of $22 million from the sale of assets and businesses, partially offset by a favorable year-over-year impact of $8 million associated with the redemption of debt.

In 2023, we recorded a tax provision on a net loss from continuing operations of $44 million primarily due to the non-deductibility of the goodwill impairment charge. See Note 15 to the Consolidated Financial Statements for more information.

As a result of the above, net loss from continuing operations for 2023 was $61 million compared to net income from continuing operations of $146 million in the prior year.

Net loss for 2023 was $386 million compared to net income in 2022 of $37 million. These amounts include a net loss from discontinued operations of $324 million and $109 million, respectively. See Note 4 to the Consolidated Financial Statements for more information.

SEGMENT RESULTS

~~Effective~~We ~~January~~operate 1,in ~~2024,~~two wesegments: ~~moved~~SendTech ~~the~~Solutions ~~digital~~and ~~delivery~~Presort ~~services~~Services. ~~offering~~Management ~~from~~measures ~~the~~segment ~~former~~profitability ~~Global~~and ~~Ecommerce~~performance as segment torevenues less the ~~SendTech~~related ~~Solutions~~costs ~~segment~~and inexpenses ~~order~~attributable to ~~leverage~~the ~~our~~segment. ~~technology~~Segment ~~and~~results ~~innovation~~exclude ~~capabilities~~interest, totaxes, ~~better~~corporate ~~serve~~expenses, ~~our~~restructuring ~~clients.~~charges ~~Prior~~and ~~periods~~other ~~have~~items ~~been~~not ~~recast~~allocated to ~~conform to~~ the ~~current segment presentation~~segments.

~~Management~~In ~~measures~~the ~~segment~~Consolidated ~~profitability~~Statements ~~and~~of ~~performance~~Operations, bywe ~~deducting~~allocate ~~from~~a ~~segment~~portion ~~revenue~~of ~~the~~total ~~related~~interest ~~costs~~expense ~~and~~to ~~expenses~~finance ~~attributable~~interest toexpense, ~~the~~included ~~segment.~~in ~~Segment~~Cost ~~results~~of ~~exclude~~financing ~~interest,~~and ~~taxes,~~other. ~~corporate~~For ~~expenses~~segment reporting, ~~restructuring~~we ~~charges,~~exclude ~~and~~the ~~other~~allocated ~~items~~finance ~~not~~interest ~~allocated~~expense tofrom athe ~~business~~determination of adjusted segment EBIT.

SendTech Solutions

Financial performance for the SendTech Solutions segment was as follows:

	Years Ended December 31,
							Favorable/(Unfavorable)
	2024			2023			Actual % change		Constant Currency % change
	2025			2024			% change
Business services	$	139,309		$	106,594		31	%	31	%
Services	$	569,403		$	588,046		(3)	%
Support services	374,571			410,734			(9)	%	(9)	%
Products	364,709			430,845			(15)	%
Financing	269,893			271,197			—	%	—	%
Financing and other	321,889			335,141			(4)	%
Equipment sales	287,600			323,739			(11)	%	(11)	%
Total revenue	1,256,001			1,354,032			(7)	%
Supplies	143,245			147,709			(3)	%	(3)	%
Cost of services	196,143			218,108			10	%
Rentals	65,248			67,900			(4)	%	(4)	%
Cost of products	212,366			244,203			13	%
Total revenue	1,279,866			1,327,873			(4)	%	(3)	%
Cost of financing and other	13,807			17,461			21	%
Cost of business services	39,258			32,588			(20)	%
Total costs of revenue	422,316			479,772			12	%
Cost of support services	123,551			136,821			10	%
Gross margin	833,685			874,260			(5)	%
Cost of equipment sales	203,617			222,220			8	%
Gross margin %	66.4		%	64.6		%
Cost of supplies	40,585			43,140			6	%
Selling, general and administrative	398,230			461,737			14	%
Cost of rentals	17,461			19,407			10	%
Research and development	15,968			29,883			47	%
Total costs of revenue	424,472			454,176			7	%
Other components of pension and post retirement costs	7,298			(2,111)			>(100%)
Gross margin	855,394			873,697			(2)	%
Adjusted Segment EBIT	$	412,189		$	384,751		7	%
Gross margin %	66.8		%	65.8		%
Selling, general and administrative	434,377			446,079			3	%
Research and development	21,328			21,772			2	%
Other components of pension and post retirement costs	(2,111)			(2,245)			(6)	%
Adjusted Segment EBIT	$	401,800		$	408,091		(2)	%

SendTech Solutions revenue decreased $4898 million in ~~2024~~2025 compared to ~~2023~~2024. ~~Support~~Products ~~services~~ revenue declined $3666 million primarily due to ~~the declining meter population and continuing shift to cloud-enabled products. Equipment sales declined $36 million primarily due to~~ customers opting to extend leases of their existing advanced-technology equipment rather than purchase new equipment., ~~These~~the ~~revenue~~impact ~~declines were partially offset by an increase in business services revenue~~ of ~~$33 million primarily driven by growth in our shipping subscriptions, including enterprise subscriptions and growth in digital delivery services due to client mix.~~

~~Gross margin declined $~~18 million primarily due to the decline in revenue; however, gross margin percentage increased to 66.8% from 65.8% compared to the prior year. The increase in gross margin percentage was primarily driven by improvements in business services

20the prior year product migration and a significant deal in the prior year. Services revenue declined $19 million primarily due to the declining meter population. Financing and other revenue declined $13 million driven by the impact of the prior year product migration and mix of business. Revenue in 2025 includes an unfavorable adjustment of $4 million related to prior periods (see Note 1 to the Consolidated Financial Statements for further information).

~~gross~~Gross margin ~~due~~declined to$41 ~~growth~~million incompared ~~enterprise~~to ~~shipping~~the ~~subscriptions~~prior ~~and~~year. ~~digital~~The ~~delivery~~impact ~~services.~~of ~~Gross~~lower ~~profit~~revenue ~~margin~~was ~~for~~partially ~~support~~offset ~~services,~~by ~~supplies~~headcount reductions and ~~rentals~~other ~~was~~cost ~~comparable~~savings toinitiatives ~~the~~resulting ~~prior~~in ~~year~~an asincrease wein ~~reduced~~gross ~~costs~~margin inpercentage ~~response~~ to ~~lower~~66.4% ~~revenues~~from 64. 6%.

Selling, general and administrative ("SG&A") expense declined $1264 million, ~~primarily~~and ~~driven~~research byand ~~lower~~development ~~employee-related~~("R&D") ~~expenses~~expense ofdeclined $1614 million, ~~due~~primarily todriven ~~savings~~by ~~from the 2023 and 2024 Plans,~~ lower ~~credit~~employee-related ~~loss~~expenses ~~provision of $4 million~~ and ~~lower expenses driven by~~ overall cost savings initiatives~~, partially offset by higher professional and outsourcing fees of $13 million~~.

Adjusted segment EBIT was $~~402~~412 million in ~~2024~~2025, which includes the $4 million charge from the unfavorable revenue adjustment related to prior periods compared to $~~408~~385 million infor ~~2023~~the prior year.

	Years Ended December 31,
							Favorable/(Unfavorable)
	2023			2022			Actual % change		Constant Currency % change
	2024			2023			% change
Business services	$	106,594		$	230,654		(54)	%	(54)	%
Services	$	588,046		$	595,319		(1)	%
Support services	410,734			438,191			(6)	%	(6)	%
Products	430,845			471,448			(9)	%
Financing	271,197			274,508			(1)	%	(1)	%
Financing and other	335,141			339,097			(1)	%
Equipment sales	323,739			354,960			(9)	%	(8)	%
Total revenue	1,354,032			1,405,864			(4)	%
Supplies	147,709			154,186			(4)	%	(4)	%
Cost of services	218,108			232,975			6	%
Rentals	67,900			66,256			2	%	2	%
Cost of products	244,203			265,360			8	%
Total revenue	1,327,873			1,518,755			(13)	%	(12)	%
Cost of financing and other	17,461			19,407			10	%
Cost of business services	32,588			157,790			79	%
Total costs of revenue	479,772			517,742			7	%
Cost of support services	136,821			147,654			7	%
Gross margin	874,260			888,122			(2)	%
Cost of equipment sales	222,220			251,916			12	%
Gross margin %	64.6		%	63.2		%
Cost of supplies	43,140			43,537			1	%
Selling, general and administrative	461,737			485,080			5	%
Cost of rentals	19,407			24,865			22	%
Research and development	29,883			29,905			—	%
Total costs of revenue	454,176			625,762			27	%
Other components of pension and post retirement costs	(2,111)			(2,245)			(6)	%
Gross margin	873,697			892,993			(2)	%
Adjusted Segment EBIT	$	384,751		$	375,382		2	%
Gross margin %	65.8		%	58.8		%
Selling, general and administrative	446,079			467,243			5	%
Research and development	21,772			24,363			11	%
Other components of pension and post retirement costs	(2,245)			(331)			>100%
Adjusted Segment EBIT	$	408,091		$	401,718		2	%

SendTech Solutions revenue decreased $~~191~~52 million in ~~2023~~2024 compared to ~~the prior year~~2023. ~~Business~~Products ~~services~~ revenue declined $~~124~~41 million primarily ~~driven by a $128 million reduction in revenue~~ due to ~~the change in revenue presentation for digital delivery services, which was partially offset by growth in enterprise shipping subscriptions. Equipment sales declined $31 million primarily due to~~ customers opting to extend leases of their existing advanced-technology equipment rather than purchase new equipment. ~~Support~~Services ~~services~~ revenue declined $277 million primarily due to the declining meter population and continuing shift to cloud-enabled products., ~~Supplies~~which ~~revenue~~was ~~declined~~partially $6offset ~~million primarily driven~~ by aan ~~declining~~increase ~~meter~~in ~~population.~~our ~~Financing~~shipping ~~revenue~~subscriptions, ~~declined~~including $3enterprise ~~million~~subscriptions ~~primarily due to $6 million of lower lease extensions~~ and ~~lower~~growth ~~late~~in ~~fees~~digital ofdelivery $1services ~~million,~~due ~~partially~~to ~~offset~~client ~~by higher investment income of $7 million~~mix.

Gross margin ~~decreased~~declined $1914 million primarily due to the decline in revenue.; ~~However~~however, gross margin percentage increased to 6564.86% from 5863.82% compared to the prior year. ~~driven~~The byincrease ~~improvements~~ in ~~business services~~ gross margin ~~due~~percentage towas ~~growth~~primarily indriven ~~enterprise~~by ~~shipping~~improvements ~~subscriptions,~~in ~~rentals~~ gross margin due ~~in part~~ to agrowth $2in ~~million~~enterprise ~~prior~~shipping ~~year~~subscriptions ~~unfavorable scrap adjustment~~ and adigital ~~current~~delivery ~~year favorable adjustment and equipment sales gross margin due to cost management~~services.

SG&A ~~expenses~~expense declined $2123 million, primarily driven by lower ~~credit~~employee-related ~~card~~expenses ~~fees~~ of $817 million, ~~lower~~due ~~outsourcing~~to ~~and~~savings ~~professional~~from ~~fees~~the of2023 $5and ~~million~~2024 Plans, lower ~~rent~~credit ~~expense~~loss provision of $34 million and lower ~~marketing~~ expenses driven by overall cost savings initiatives, partially offset by higher professional and outsourcing fees of $113 million.

Adjusted segment EBIT was $~~408~~385 million in ~~2023~~2024 compared to $~~402~~375 million ~~for~~in ~~the prior year~~2023.

2119

Presort Services

Presort Services is the largest workshare partner of the USPS and national outsource provider of mail sortation services that allow clients to qualify large volumes of First Class Mail, First Class Flats, Marketing Mail, and Marketing Mail Flats/Bound Printed Matter for postal worksharing discounts.

Financial performance for the Presort Services segment was as follows:

	Years Ended December 31,
							Favorable/(Unfavorable)
	2024			2023			Actual % Change		Constant Currency % change
	2025			2024			% Change
Business Services Revenue	$	662,587		$	617,599		7	%	7	%
Services	$	636,628		$	662,587		(4)	%
Cost of Business Services	417,741			432,229			3	%
Cost of services	398,771			417,741			5	%
Gross Margin	~~244~~237,~~846~~857			~~185~~244,~~370~~846			32(3)	%
Gross Margin %	37.04		%	3037.0		%
Selling, general and administrative	7872,~~860~~391			7478,~~230~~860			~~(6)~~8	%
Other components of net pension and postretirement cost	~~202~~189			~~228~~202			116	%
Adjusted segment EBIT	$	165,~~784~~277		$	~~110~~165,~~912~~784		49—	%

Revenue ~~increased~~decreased $4526 million in ~~2024~~2025 compared to ~~2023~~2024 primarily due to ~~pricing~~a ~~actions~~7% decline in total mail volumes driven by client losses and ~~product~~a ~~mix~~broader market decline, partially mitigated by pricing actions. The processing of First Class Mail and First Class Flats, Marketing Mail Flats/Bound Printed Matter and Marketing Mail contributed revenue ~~increases~~decreases of $4015 million, $6 million and $75 million, respectively,. ~~which~~Prior ~~was~~year ~~partially offset by a~~ revenue ~~decrease from Marketing Mail of $2 million. The revenue increase~~ includes a $5 million favorable adjustment related to prior periods. ~~Refer~~See to Note 1 ~~Basis~~to ofthe ~~Presentation~~Consolidated Financial Statements for ~~further~~more information.

Gross margin decreased $7 million compared to the prior year primarily due to the decline in revenue, partially offset by a $5 million favorable cost adjustment related to prior periods (see Note 1 to the Consolidated Financial Statements for further information). Gross margin percentage increased slightly to 37.4% from 37.0%.

SG&A expense declined $6 million compared to the prior year driven primarily by lower credit loss provision of $2 million, lower employee related expenses of $2 million and overall cost savings initiatives.

Adjusted segment EBIT was $165 million in 2025 compared to $166 million in 2024.


	Years Ended December 31,
							Favorable/(Unfavorable)
	2024			2023			% Change
Services	$	662,587		$	617,599		7	%
Cost of services	417,741			432,229			3	%
Gross Margin	244,846			185,370			32	%
Gross Margin %	37.0		%	30.0		%

Selling, general and administrative	78,860			74,230			(6)	%

Other components of net pension and postretirement costs	202			228			11	%
Adjusted segment EBIT	$	165,784		$	110,912		49	%

Revenue increased $45 million in 2024 compared to 2023 primarily due to pricing actions and product mix. The processing of First Class Mail and First Class Flats and Marketing Mail Flats/Bound Printed Matter contributed revenue increases of $40 million and $7 million, respectively, which was partially offset by a revenue decrease from Marketing Mail of $2 million. The revenue increase includes a $5 million favorable adjustment related to prior periods. Refer to Note 1 Basis of Presentation for further information.

Gross margin increased $59 million and gross margin percentage increased to 37.0% from 30.0% in the prior year primarily due to the increase in revenue, lower transportation costs of $5 million driven by lane optimization, cost savings as a result of the 2023 Plan, and the benefits from investments made in automation and higher-throughput sortation equipment.

SG&A expense increased $5 million compared to 2023 primarily due to higher credit loss provision of $3 million.

Adjusted segment EBIT was $166 million in 2024, including the $5 million benefit from the favorable revenue adjustment, compared to $111 million in 2023.

	Years Ended December 31,
							Favorable/(Unfavorable)
	2023			2022			Actual % Change		Constant Currency % change
Business Services Revenue	$	617,599		$	602,016		3	%	3	%
Cost of Business Services	432,229			454,923			5	%
Gross Margin	185,370			147,093			26	%
Gross Margin %	30.0		%	24.4		%
Selling, general and administrative	74,230			64,517			(15)	%
Other components of net pension and postretirement costs	228			146			(56)	%
Adjusted segment EBIT	$	110,912		$	82,430		35	%

Revenue increased $16 million in 2023 compared to the prior year as pricing actions to mitigate inflationary pressures on costs offset the revenue decline driven by a 6% decrease in total mail volumes. The processing of Marketing Mail Flats and Bound Printed Matter and First Class Mail contributed revenue increases of $18 million and $5 million, respectively, while the processing of Marketing Mail contributed to a revenue decrease of $7 million.

Gross margin increased $38 million and gross margin percentage increased to 30.0% from 24.4% compared to the prior year primarily due to the increase in revenue, lower transportation costs of $15 million, driven by improvements in network management, and the benefits from investments made in automation and higher-throughput sortation equipment.

SG&A expenses increased $10 million primarily due to higher employee-related expenses.

Adjusted segment EBIT was $111 million in 2023 compared to $82 million in the prior year.

CORPORATE EXPENSES

The majority of operating expenses are recorded directly or allocated to our reportable segments. Operating expenses not recorded directly or allocated to our reportable segments are reported as corporate expenses. Corporate expenses primarily represents corporate administrative functions such as finance, ~~marketing,~~ human resources, legal, ~~information technology,~~ and ~~research~~information ~~and development~~technology.

	Years Ended December 31,
						Favorable/(Unfavorable)
		2024		2023		Actual % change
		2025		2024		Actual % change
Corporate expenses		$	~~178~~116,~~141~~173	$	~~210~~152,~~931~~503	1624	%

Corporate expenses for ~~2024~~2025 decreased $3336 million compared to the prior year primarily due to lower salary expense of $2238 million ~~due~~driven toby ~~savings~~actions ~~from~~taken under the ~~2023 and~~ 2024 ~~Plans,~~Plan ~~lower professional~~ and ~~outsourcing~~overall fees of $12 million, non-cash foreign currency revaluation gains on intercompany loans of $8 million, lower marketing expenses of $5 million, lower insurance costs of $3 million and various other expense savings totaling approximately $20 million from cost savings initiatives. ~~These cost savings were partially offset by higher variable compensation expense of $37 million.~~

	Years Ended December 31,
						Favorable/(Unfavorable)
		2023		2022		Actual % change
		2024		2023		Actual % change
Corporate expenses		$	~~210~~152,~~931~~503	$	~~204~~175,~~251~~951	~~(3)~~13	%

Corporate expenses for ~~2023~~2024 ~~increased~~decreased $723 million compared to the prior year primarily due to ~~higher~~lower ~~variable~~salary ~~compensation~~ expense of $422 million due to savings from the 2023 and 2024 Plans, lower professional and outsourcing fees of $12 million, non-cash foreign currency revaluation gains on intercompany loans of $8 million, lower insurance costs of $3 million and various other expense savings totaling approximately $15 million from cost savings initiatives. These cost savings were partially offset by higher ~~depreciation~~variable compensation expense of $237 million.

23CONSOLIDATED EXPENSES

SG&A Expense

SG&A expense decreased $96 million in 2025 compared to 2024 primarily due to lower employee-related expenses of $88 million driven by actions taken under our restructuring plans, lower professional and outsourcing fees of $28 million, lower insurance expense of $18 million and general cost savings initiatives, partially offset by higher non-cash foreign currency revaluation losses on intercompany loans of $32 million.

SG&A expense decreased $64 million in 2024 compared to 2023 primarily driven by lower employee-related costs of $10 million, due to lower salary expense of $40 million from headcount reductions partially offset by higher variable compensation of $33 million and a favorable impact of $16 million from the revaluation of intercompany loans. SG&A expense also benefited from overall cost savings initiatives that resulted in expense savings of approximately $38 million from savings in areas such as marketing, travel, real estate and insurance.

R&D Expense

R&D expense decreased $17 million in 2025 compared to 2024 primarily due to headcount reductions and general cost savings initiatives.

R&D expense increased $2 million in 2024 compared to 2023.

Restructuring charges

Restructuring charges decreased $18 million in 2025 compared to 2024. Employee severance charges decreased $25 million driven by the significant number of actions taken under the 2024 Plan in the prior year, partially offset by a $7 million abandonment charge in the current year related to the closure of our corporate office in Stamford, Connecticut. See Note 12 to the Consolidated Financial Statements for further information.

Restructuring charges increased $25 million in 2024 compared to 2023 primarily driven by actions taken under the 2023 and 2024 Plans.

Other components of net pension and postretirement cost

Other components of net pension and postretirement cost were $8 million, $89 million and a benefit of $8 million in 2025, 2024 and 2023, respectively. Other components of net pension and postretirement cost in 2024 includes a settlement charge of $91 million from a targeted campaign to offer lump sum settlements to vested participants. The amount of other components of net pension and postretirement cost recognized each year will vary based on actuarial assumptions and actual results of our pension plans. See Note 14 to the Consolidated Financial Statements for further information.

Other expense (income)

Other expense (income) declined $62 million in 2025 compared to 2024 primarily due to lower charges in connection with the Ecommerce Restructuring of $55 million and a $10 million prior year asset impairment, partially offset by a higher loss on the redemption/refinancing of debt of $3 million.

Other expense (income) increased $92 million in 2024 compared to 2023 due to $67 million of charges related to the Ecommerce Restructuring, a $14 million increase in debt redemption/refinancing costs and a $10 million asset impairment charge.

Income taxes

See Note 15 to the Consolidated Financial Statements for further information.

OUTLOOK

For 2026, we expect low to mid-single digit decline in revenue driven by the continued secular decline in mailing. We expect low single digit decline in EBIT and EBIT margin, primarily driven by expected competitive pricing pressures in Presort Services, partially offset by lower worldwide operating costs from previous and continued cost-cutting actions, including savings under the 2025 Plan. Lower interest costs and share repurchases are expected to benefit earnings per share and partially offset the impacts of lower EBIT.

Within SendTech Solutions, we intend to pursue strategies that will leverage the segment's strong position, customer base and current product and technology offerings to mitigate the secular downward pressures in the mailing industry.

Within Presort Services, we are focused on increasing volume growth by maintaining competitive pricing and pursuing strategic growth opportunities.

We will also continue to implement capital allocation strategies to opportunistically reduce debt and lower interest costs, return capital to our shareholders through share repurchases and dividends and pursue other long-term investment opportunities.

LIQUIDITY AND CAPITAL RESOURCES

Our ability to maintain adequate liquidity for our operations is dependent upon a number of factors, including our revenue and earnings, our ability to manage costs and improve productivity, our clients' ability to pay their balances on a timely basis and the impacts of changing macroeconomic and geopolitical conditions. At December 31, ~~2024~~2025 we had cash, cash equivalents and short-term investments of $~~486~~297 million, which includes $4744 million held at our foreign subsidiaries used to support the liquidity needs of those subsidiaries. At this time, we believe that existing cash and investments, cash generated from operations and borrowing capacity under our revolving credit facility will be sufficient to fund our cash needs for the next 12 months. Our future capital requirements will depend on many factors, including our strategic plans, investments and stock repurchase activity levels.

In connection with the GEC Chapter 11 Cases, the Company, through one of its wholly owned subsidiaries, agreed to provide funding to the Ecommerce Debtors through the DIP Facility up to a maximum amount of $47 million. The DIP Facility bears interest at 10%, and had an initial maturity date of November 29, 2024, which the parties subsequently extended to December 9, 2024. We provided initial funding of $28 million and in December 2024, received $11 million as a partial repayment of the DIP Facility. The remaining balance on the DIP Facility is fully reserved and any future distributions will be recorded as income in the period received.

Immediately prior to the GEC Sale, we had various intercompany receivables with the Ecommerce Debtors with an aggregate value of $116 million. After the GEC Sale, those intercompany receivables were converted to third party receivables, for which we have ascribed a fair value of zero. Subsequent collections, if any, will be recorded when received or collection is assured.

Cash Flow Summary

The change in cash and cash equivalents is as follows:


	2025		2024		2023
Net cash from operating activities	$	383,257	$	229,170	$	80,091
Net cash from investing activities	(125,097)		(49,056)		(124,096)
Net cash from financing activities	(445,358)		(305,455)		(30,002)
Effect of exchange rate changes on cash and cash equivalents	2,359		(4,987)		5,731
Change in cash and cash equivalents	$	(184,839)	$	(130,328)	$	(68,276)

	2024		2023		2022
Net cash from operating activities	$	229,170	$	80,091	$	175,039
Net cash from investing activities	(49,056)		(124,096)		(24,269)
Net cash from financing activities	(305,455)		(30,002)		(198,083)
Effect of exchange rate changes on cash and cash equivalents	(4,987)		5,731		(16,091)
Change in cash and cash equivalents	$	(130,328)	$	(68,276)	$	(63,404)

Operating activities

Cash flows from operating activities in ~~2024~~2025 improved $~~149~~154 million compared to the prior year, ~~period~~which ~~driven~~includes ~~primarily~~an byimprovement ~~a decline in finance receivables and lower payments~~ of ~~accounts~~$47 ~~payable~~million ~~and~~related ~~accrued~~to ~~liabilities~~discontinued operations. ~~Cash~~Excluding ~~flow~~discontinued ~~from~~ operations, ~~also benefited from lower~~ cash ~~outflows~~flows from ~~discontinued~~continuing operations ofimproved $107 million driven primarily by changes in working capital.

Cash flows from operating activities in ~~2023~~2024 ~~declined~~improved $95149 million compared to the prior year. ~~This decline was~~ driven primarily by ~~lower~~a ~~earnings,~~decline ~~higher~~in ~~interest~~finance ~~payments~~receivables ofand ~~$30~~lower ~~million, higher restructuring~~ payments of ~~$19~~accounts ~~million~~payable and ~~higher~~accrued ~~pension~~liabilities. ~~contributions~~Cash offlow $7from ~~million,~~operations ~~partially~~also ~~offset~~benefited byfrom ~~changes~~lower incash ~~other~~outflows ~~working~~from ~~capital~~discontinued ~~items~~operations of $107 million.

Investing activities

Cash flows from investing activities for 2025 declined $76 million compared to the prior year primarily due to higher investments in loan receivables of $52 million and lower cash from investment activities of $53 million. These declines were partially offset by higher cash under the DIP Facility of $26 million as we received reimbursements of $9 million in the current year compared to net disbursements of $17 million in the prior year.

Cash flows from investing activities for 2024 improved $75 million compared to the prior year primarily due to higher cash from investment activities of $40 million, lower investments in loan receivables of $20 million, lower cash outflows from discontinued operations of $17 million, and lower capital expenditures of $6 million, partially offset by net DIP Facility funding of $17 million.

Cash flows from investing activities for 2023 declined $100 million compared to the prior year primarily due to prior year proceeds of $162 million from the sale of businesses and our Shelton, Connecticut office building, lower cash from investment activities of $13 million, partially offset by lower cash payments of $28 million to settle foreign exchange derivative contracts, lower investments in loan receivables of $23 million and lower capital expenditures of $5 million and lower outflows from discontinued operations of $17 million.

Financing activities

Cash flows from financing activities for 2025 declined $140 million compared to the prior year primarily due to common stock repurchases of $378 million, lower cash from changes in customer account deposits at the Bank of $40 million and higher dividend payments of $15 million. These declines were partially offset by higher cash from debt activity of $280 million and prior year cash outflows related to discontinued operations of $7 million.

Cash flows from financing activities for 2024 declined $275 million compared to the prior year primarily due to higher net debt repayments of $178 million and lower cash from changes in customer account deposits at the Bank of $97 million.

~~Cash~~Debt flows from financing activities for 2023 improved $168 million compared to the prior year primarily due to lower net debt repayments of $68 million, higher cash from changes in customer account deposits at the Bank of $90 million and ~~$13~~Financing ~~million~~Activities ~~of common stock repurchases in the prior year.~~

In the first quarter of 2025, we redeemed the remaining outstanding balance of the Notes due March 2028 and recorded a loss of $17 million. Additionally, we entered into a new senior secured credit agreement (the "New Credit Agreement"), which provided a $265 million revolving credit facility (subsequently increased to $400 million during 2025) maturing March 2028, a $160 million term loan maturing March 2028 and a $615 million term loan maturing March 2032. The proceeds from the new term loans were used to repay the outstanding balances of the Term loan due March 2026 and Term loan due March 2028, under our prior credit agreement and for general corporate purposes. We recorded a loss of $8 million in connection with this refinance.

Under the New Credit Agreement, we are required to maintain (i) a Consolidated Interest Coverage Ratio (as defined in the New Credit Agreement) of not less than 2.00 to 1.00, (ii) a Consolidated Secured Net Leverage Ratio (as defined in the New Credit

Agreement) of no greater than 3.00 to 1.00 and (iii) a Consolidated Total Net Leverage Ratio (as defined in the New Credit Agreement) of no greater than 5.25 to 1.00 for the fiscal quarters ending March 31, 2025 and June 30, 2025, 5.00 to 1.00 for the fiscal quarters ending September 30, 2025 and December 31, 2025 and 4.75 to 1.00 for each fiscal quarter ending on or after March 31, 2026. At December 31, 2025, we were in compliance with these financial covenants and there were no outstanding borrowings under the revolving credit facility. Borrowings under our New Credit Agreement are secured by assets of the Company.

The New Credit Agreement also contains provisions whereby if, on any day between the period commencing on September 14, 2026 and ending on March 15, 2027, the Notes due March 2027 have not been redeemed in full and liquidity is less than an amount equal to the amount to redeem the Notes due March 2027 plus $100 million, the Term loan due March 2028 and any borrowings under the revolving credit facility would become due on such date (the "Pro Rata Springing Maturity Date"), and if on any date during the period beginning on December 14, 2026 and ending on March 15, 2027, the Notes due March 2027 remain outstanding and the Pro Rata Springing Maturity Date has occurred, the Term loan due March 2032 would be become due on the date that is 91 days after the Pro Rata Springing Maturity Date. We are considering various strategies and intend to redeem the Notes due March 2027 before September 2026 either with available liquidity or refinance through the capital markets.

In August 2025, we issued an aggregate $230 million convertible senior notes due 2030 (the "Convertible Notes"). The Convertible Notes accrue interest at a rate of 1.50% per annum, payable semi-annually in arrears on February 15 and August 15 of each year and mature on August 15, 2030, unless earlier repurchased, redeemed or converted. The initial conversion rate is 70.1533 shares of common stock per $1,000 principal amount, which represents an initial conversion price of approximately $14.25 per share of common stock, subject to adjustment. Net proceeds were $221 million. We used $24.7 million of the proceeds to enter into privately negotiated capped call transactions (the "Capped Call Transactions") with certain of the initial purchasers or their respective affiliates and certain other financial institutions. The Capped Call Transactions are expected to reduce the potential dilution of our common stock upon conversion of any Convertible Notes, with such reduction subject to a cap. We also used $61.9 million of the proceeds to repurchase 5.5 million of our common stock. The remaining proceeds will be used for general corporate purposes and other strategic investments.

The Convertible Notes are senior unsecured obligations of the Company and are guaranteed 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 market debt with an aggregate principal amount outstanding in excess of $150 million.

Conversions of the Convertible Notes will be settled by paying cash up to the aggregate principal amount of the Convertible Notes being converted and by delivering shares of our common stock in respect of the remainder, if any, of our conversion obligation in excess of the aggregate principal amount of the Convertible Notes being converted.

See Note 13 to the Consolidated Financial Statements for further information regarding the Convertible Notes and Capped Call Transactions.

In November 2025, we commenced a tender offer to purchase, subject to certain terms and conditions, up to $80 million aggregate principal amount of our Notes due January 2037 and Notes due March 2043. The tender offer was completed in December 2025 by purchasing validly tendered and accepted notes in the aggregate principal amount of $80 million. We recorded a gain of $10 million for the tender offer.

During 2025, we purchased an aggregate $57 million of the Notes due March 2027 and Notes due March 2029 in the open market and we repaid $32 million of principal related to our term loans.

In connection with the GEC Chapter 11 Cases, the Company, through one of its wholly owned subsidiaries, agreed to provide funding to the Ecommerce Debtors through a DIP Facility. We provided initial funding of $28 million and have received repayments of $20 million. The remaining balance on the DIP Facility is fully reserved and any future repayments will be recorded as income in the period received.

While we are focused on reducing our leverage and interest costs, we may incur additional debt or issue additional equity securities in the future.

Debt Activity

During 2024, we repaid $178 million of the Notes due March 2028 and made scheduled principal repayments of $56 million. In January 2025, we repaid the remaining outstanding balance of the Notes due March 2028.

In August 2024, we amended the credit agreement that governs our secured revolving credit facility and the term loan due March 2026 (the "Credit Agreement") and the note purchase agreement that governs our $275 million notes due March 2028. The amendments, among other things, permitted the Ecommerce Restructuring, including funding under the DIP Facility, amended certain covenants, including relief for expenses incurred pursuant to the Ecommerce Restructuring, released the guarantees provided by the Ecommerce Debtors, released the liens on the assets of the Ecommerce Debtors and reduced the amount of permitted borrowings under the revolving credit facility from $500 million to $400 million. The Credit Agreement contains certain financial covenants. At December 31, 2024, we were in compliance with these financial covenants and there were no outstanding borrowings under the revolving credit facility. Borrowings under our Credit Agreement are secured by assets of the company.

In February 2025, we entered into a new senior secured credit agreement (the "New Credit Agreement"), which provides for a $265 million revolving credit facility maturing March 2028, a $160 million term loan maturing March 2028 and a $615 million term loan maturing March 2032. The proceeds were used to repay the outstanding balances of the Term loan due March 2026 and Term loan due March 2028 and for general corporate purposes. Borrowings under our New Credit Agreement are secured by assets of the Company.

Under the New Credit Agreement, the Company is required to maintain (with maintenance tested quarterly) (i) a Consolidated Interest Coverage Ratio (as defined in the Credit Agreement) of not less than 2.00 to 1.00, (ii) a Consolidated Secured Net Leverage Ratio (as defined in the Credit Agreement) of no greater than 3.00 to 1.00 and (iii) a Consolidated Total Net Leverage Ratio of no greater than (a) 5.25 to 1.00 for the fiscal quarters ending March 31, 2025 and June 30, 2025, (b) 5.00 to 1.00 for the fiscal quarters ending September 30, 2025 and December 31, 2025 and (c) 4.75 to 1.00 for each fiscal quarter ending on or after March 31, 2026.

We may from time to time seek to retire or repurchase our outstanding debt through open market purchases, privately negotiated transactions, redemptions, prepayments or otherwise. Such prepayments or repurchases, if any, will depend on our business strategy, prevailing market conditions, our liquidity requirements, our contractual restrictions or covenants, compliance with securities laws and other factors and may be commenced or suspended at any time. The amounts involved may be material.

The PB Bank (the Bank), a wholly owned subsidiary, is a member of the Federal Home Loan Bank (FHLB) of Des Moines and has access to certain credit products as a funding source known as "advances." As of December 31, 2024, the Bank had yet to apply for any advances.

Future Cash Requirements

The following table summarizes our known and contractually committed cash requirements at December 31, ~~2024, with the exception of debt maturities, which is reflective of the debt refinancing completed in February~~ 2025.

	Payments due in (in millions)
	Total		~~2025~~2026		~~2026~~2027		~~2027~~2028		~~2028~~2029		~~2029~~2030		Thereafter
Debt maturities	$	12,~~966~~026	$	1117	$	17368	$	~~401~~134	$	~~134~~332	$	~~356~~236	$	~~1,047~~939
Lease obligations	~~160~~153		38		3235		2930		2423		1715		2012
Purchase obligations	~~162~~95		~~162~~95		—		—		—		—		—
Retiree medical payments	7671		109		9		98		8		87		3230
Total	$	2,~~364~~345	$	~~221~~159	$	58412	$	~~439~~172	$	~~166~~363	$	~~381~~258	$	~~1,099~~981

Debt

Required debt repayments over the next 12 months are $1117 million, which we anticipate satisfying through available cash on hand and cash generated from operations. We estimate that cash interest payments for the next 12 months will be $~~140~~130 - $~~150~~140 million. See Note 13 to the Consolidated Financial Statements for information regarding our debt.

Lease obligations

We lease real estate and equipment under operating and capital lease arrangements. These leases have terms of up to 1510 years and include renewal options. See Note 7 and Note 17 to the Consolidated Financial Statements for further information.

Purchase obligations

Purchase obligations include unrecorded open purchase orders for goods and services.

Off Balance Sheet Arrangements

At December 31, ~~2024~~2025, we had approximately $3027 million outstanding letters of credit guarantees with financial institutions that are primarily issued as security for insurance, leases, customs and other performance obligations. In general, we would only be liable for the amount of these guarantees in the event of default in the performance of our obligations, the probability of which we believe is remote. Outstanding letters of credit reduce the amount we can borrow under our revolving credit facility.

2625

Critical Accounting Estimates

The preparation of our financial statements in conformity with GAAP requires management to make estimates and assumptions about certain items that affect the reported amounts of assets, liabilities, revenues, expenses and accompanying disclosures, including the disclosure of contingent assets and liabilities. The accounting policies below have been identified by management as those policies that are most critical to our financial statements due to the estimates and assumptions required. Management believes that the estimates and assumptions used are reasonable and appropriate based on the information available at the time the financial statements were prepared; however, actual results could differ from those estimates and assumptions. See Note 1 to the Consolidated Financial Statements for a summary of our accounting policies.

Revenue recognition

We derive revenue from multiple sources including the sale and lease of equipment, equipment rentals, financing, support services and business services. Certain transactions are consummated at the same time and can therefore generate revenue from multiple sources. The most common form of these arrangements involves a sale or noncancelable lease of equipment, meter services and an equipment maintenance agreement. We are required to determine whether each product and service within the contract should be treated as a separate performance obligation (unit of accounting) for revenue recognition purposes. We recognize revenue for performance obligations when control is transferred to the customer. Transfer of control may occur at a point in time or over time, depending on the nature of the contract and the performance obligation.

~~Revenue~~For iscontracts ~~allocated~~that ~~among~~include multiple performance obligations, the total transaction price is typically determined based on ~~relative~~the sum of standalone selling prices (SSP) for each performance obligation, which are a range of selling prices that we would sell ~~the~~a ~~good~~product or service to a customer on a separate basis. SSP are established for each performance obligation at the inception of the contract and can be observable prices or estimated. Revenue is allocated to the meter service and equipment maintenance agreement elements using their respective observable selling prices charged in standalone and renewal transactions. For sale and lease transactions, the SSP of the equipment is based on a range of observable selling prices in standalone transactions. We recognize revenue on non-lease transactions when control of the equipment transfers to the customer, which is upon delivery for customer installable models and upon installation or customer acceptance for other models. We recognize revenue on equipment for lease transactions upon shipment for customer installable models and upon installation or customer acceptance for other models.

Allowances for credit losses

Finance receivables are comprised of sales-type leases, secured loans and unsecured revolving loans. We provide an allowance for expected credit losses based on historical loss experience, the nature of our portfolios, adverse situations that may affect a client's ability to pay and current economic conditions and outlook based on reasonable and supportable forecasts. Total allowance for credit losses as a percentage of finance receivables was 2% at both December 31, ~~2024~~2025 and ~~2023~~2024. Holding all other assumptions constant, a 0.25% increase in the allowance rate at December 31, ~~2024~~2025 would have reduced pre-tax income by $3 million.

Trade accounts receivable are generally due within 30 days after the invoice date. We provide an allowance for expected credit losses based on historical loss experience, the age of the receivables, specific troubled accounts and other currently available information. Accounts deemed uncollectible are written off against the allowance after all collection efforts have been exhausted and management deems the account to be uncollectible, or when they are 365 days past due, if sooner. The allowance for credit losses as a percentage of trade accounts receivables was 54% and 35% at December 31, ~~2024~~2025 and ~~2023~~2024, respectively. Holding all other assumptions constant, a 0.25% increase in the allowance rate at December 31, ~~2024~~2025 would have reduced pre-tax income by less than $1 million.

Income taxes and valuation allowance

We are subject to income taxes in the U.S. and numerous foreign jurisdictions. Our annual tax rate is based on income, statutory tax rates, tax reserve changes and tax planning opportunities available to us in the various jurisdictions in which we operate. Significant judgment is required in determining the annual tax rate and in evaluating our tax positions. We regularly assess the likelihood of tax adjustments in each of the tax jurisdictions in which we have operations and account for the related financial statement implications. We have established tax reserves that we believe are appropriate given the possibility of tax adjustments. Determining the appropriate level of tax reserves requires judgment regarding the uncertain application of tax laws. Reserves are adjusted when information becomes available or when an event occurs indicating a change in the reserve is appropriate. Changes in tax reserves could have a material impact on our financial condition or results of operations.

Significant judgment is also required in determining the amount of deferred tax assets that will ultimately be realized and corresponding deferred tax asset valuation allowance. When estimating the necessary valuation allowance, we consider all available evidence for each jurisdiction including historical operating results, estimates of future taxable income and the feasibility of tax planning strategies. If new information becomes available that would alter our estimate of the amount of deferred tax assets that will ultimately be realized, we adjust the valuation allowance through income tax expense. Changes in the deferred tax asset valuation allowance could have a material impact on our financial condition or results of operations.

2726

Pension benefits

The calculation of net periodic pension expense and determination of net pension obligations are dependent on assumptions and estimates relating to, among other things, the discount rate (interest rate used to discount the future estimated liability) and the expected rate of return on plan assets. These assumptions are evaluated and updated annually.

~~The~~We ~~discount~~manage ~~rate~~significant ~~for~~defined ~~our~~benefit ~~largest~~pension ~~plan, the U~~obligations.S. ~~Qualified~~As ~~Pension~~part ~~Plan~~of ~~(the U.S. Plan) and~~ our ~~largest~~strategy ~~foreign plan, the U.K. Qualified Pension Plan (the U.K. Plan) used~~ to ~~determine~~mitigate ~~net~~risks ~~periodic~~associated ~~pension~~with ~~expense~~these ~~for 2024 was 5.15% and 4.50%~~plans, in ~~respectively. The discount rate used to determine~~ 2025 ~~net periodic pension expense for the U.S. Plan and the U.K. Plan was 5.65% and 5.45%~~, ~~respectively.~~we Aentered ~~0.25%~~into ~~change~~ buy-in ~~the~~contracts ~~discount rate would not materially impact annual pension expense for~~ (the ~~U.S.~~"Buy-In") ~~Plan~~with orinsurance ~~the~~carriers ~~U.K.~~to ~~Plan.~~secure Aa ~~0.25%~~portion ~~change~~of in the ~~discount~~defined ~~rate~~benefit ~~would~~pension ~~impact~~obligations ~~the~~(see ~~projected~~Note ~~benefit~~14 ~~obligation~~to of the ~~U.S.~~Consolidated ~~Plan~~Financial ~~and U~~Statements).K. ~~Plan by $16 million and $10 million, respectively.~~

~~The~~These ~~expected~~transactions ~~rate~~involved oftransferring ~~return~~the onrisk ~~plan~~for ~~assets~~a ~~used~~select togroup ~~determine~~of ~~net~~plan ~~periodic~~participants ~~pension~~of ~~expense for 2024 was 6.7% for~~ the U.S. Qualified Pension Plan and ~~5.5% for~~ the ~~U.K.~~Canada Pension Plan to high-quality insurance carriers. The ~~expected~~purchase ~~rate~~ of ~~return~~these onbuy-in contracts were made by transferring plan assets. ~~used~~While tothe ~~determine~~related ~~2025~~obligations ~~net~~and ~~periodic~~assets ~~pension~~remain ~~expense~~on ~~was~~our ~~6.9%~~balance ~~and~~sheet, ~~6.09%~~this ~~for~~action reduces our exposure to future fluctuations in the ~~U.S.~~value ~~Plan~~of assets and liabilities for the Ucovered population.K. ~~Plan,~~We ~~respectively.~~anticipate Athis ~~0.25%~~will ~~change~~lead into ~~the~~a ~~expected~~more ~~rate~~stable offunded ~~return~~status onin ~~plan~~future ~~assets~~periods. ~~would~~We ~~impact~~continue ~~annual~~to ~~pension~~evaluate ~~expense~~opportunities for ~~the~~future ~~U.S.~~de-risking ~~Plan~~activities, bywhich $3could ~~million~~include ~~and~~additional ~~the~~buy-in ~~U.K.~~or ~~Plan~~potentially bybuy-out $1transactions ~~million~~depending on market conditions and regulatory considerations.

As a result of the de-risking of the pension plan assets, the expected rate of return on Plan assets assumption used in the determination of net periodic pension costs is lower than the prior year, and as a result, we estimate that 2026 net periodic pension costs will increase approximately $35 million over 2025 levels.

The discount rate for our largest plan, the U.S. Qualified Pension Plan (the U.S. Plan) and our largest foreign plan, the U.K. Qualified Pension Plan (the U.K. Plan) used to determine net periodic pension expense for 2025 was 5.65% and 5.45%, respectively. The discount rate used to determine 2026 net periodic pension expense for the U.S. Plan and the U.K. Plan was 5.34% and 5.50%, respectively. A 0.25% change in the discount rate would not materially impact annual pension expense for the U.S. Plan or the U.K. Plan. A 0.25% change in the discount rate would impact the projected benefit obligation of the U.S. Plan and U.K. Plan by $16 million and $11 million, respectively.

Actual pension plan results that differ from our assumptions and estimates are accumulated and amortized primarily over the life expectancy of plan participants and affect future pension expense. Net pension expense is also based on a market-related valuation of plan assets where differences between the actual and expected return on plan assets are recognized over a five-year period in the U.S. and a two-year period in the U.K. Plan benefits for participants in a majority of our U.S. and foreign pension plans are frozen.

Residual value of leased assets

Equipment residual values are determined at the inception of the lease using estimates of the equipment's fair value at the end of the lease term. ~~Residual value estimates impact the determination of whether a lease is classified as an operating lease or a sales-type lease.~~ Fair value estimates of equipment at the end of the lease term are based on historical renewal experience, used equipment markets, competition and technological changes.

We evaluate residual values on an annual basis or sooner if circumstances warrant. Declines in estimated residual values considered "other-than-temporary" are recognized immediately. Increases in estimated future residual values are not recognized until the equipment is remarketed. If the actual residual value of leased assets were 10% lower than management's current estimates and considered "other-than-temporary", pre-tax income would be $4 million lower.

Legal and Regulatory Matters

See Regulatory Matters in Item 1 and Other Tax Matters in Note 15 to the Consolidated Financial Statements for regulatory matters regarding our tax returns and Note 16 to the Consolidated Financial Statements for information regarding our legal proceedings.

Foreign Currency Exchange

The functional currency for most of our foreign operations is the local currency. Changes in the value of the U.S. dollar relative to the currencies of countries in which we operate impact our reported assets, liabilities, revenue and expenses. Exchange rate fluctuations can also impact the settlement of intercompany receivables and payables between our subsidiaries in different countries. During ~~2024~~2025, 16% of our consolidated revenue was from operations outside the United States.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risks primarily from changes in foreign currency exchange rates and interest rates. To manage these market risks, we ~~may~~have, ~~employ~~from time-to-time, employed derivatives according to established policies and procedures. We dodid not ~~use~~employ ~~derivatives~~any ~~for~~derivative ~~speculative~~instruments ~~purposes.~~to Wemanage ~~are~~these ~~also~~risks ~~exposed~~in to2025. ~~credit~~We ~~risk~~do onnot ~~our~~use ~~accounts~~derivatives ~~receivable~~for ~~and~~speculative ~~finance receivable portfolio~~purposes.

Foreign Exchange Risk

We have a number of short-term intercompany loans denominated in a foreign currency, predominantly the British Pound, ~~Euro~~ and ~~Canadian Dollar~~Euro. Our foreign currency risk primarily includes the periodic revaluation of these intercompany loans and related interest, which is recorded in earnings. Assuming foreign currency exchange rates at December 31, ~~2024~~2025, a 1% change in the British Pound, ~~Euro~~ and ~~Canadian~~Euro ~~Dollar~~ would impact earnings by $45 million, ~~$3 million~~ and $2 million, respectively.

We are also exposed to foreign currency risks associated with transactions denominated in currencies other than a location’s functional currency and forecasted inventory purchases between affiliates and third parties. However, these risks are not deemed to be significant.

Interest Rate Risk

We are exposed to interest rate risk on our variable-rate debt borrowings. At December 31, ~~2024~~2025, ~~approximately 61~~63% of our debt iswas at fixed rates and the remaining 3937% is at variable rates. The weighted average interest rate of our variable rate debt at December 31, ~~2024~~2025 and ~~2023~~2024 was 87.31% and 98.73%, respectively. ABased on our variable-rate debt outstanding at December 31, 2025, a 100 basis point change in the weighted average interest rate of our variable rate debt in ~~2024~~2025 would have increased interest expense approximately $87 million.

We also maintain a significant investment portfolio comprised of fixed-rate investment in government and municipal securities, corporate securities, mortgage-backed securities and asset-backed securities. Changes in interest rates impact the fair value of these investments. We have designated these securities as available-for-sale, and changes in fair value due to changes in interest rates are recognized in accumulated other comprehensive loss, a component of equity, and not earnings. We do not expect to recognize impairment losses on investment securities in an unrealized loss position as we have the intent and ability to hold these securities until recovery of unrealized losses or maturity.

Credit Risk

We are exposed to credit risk on our accounts receivable and finance receivable balances. ~~This risk is mitigated due to our large, diverse client base, dispersed over various geographic regions and industrial sectors.~~ No single client comprised more than 10% of our consolidated net sales in ~~2024~~2025 or ~~2023~~2024. We maintain provisions for potential credit losses based on historical experience, age of receivable, current economic conditions and future outlook and other relevant factors that may impact our customers’ ability to pay. We continually evaluate the adequacy of our allowance for credit losses and adjust as necessary.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See "Index to Consolidated Financial Statements and Schedules" in this Form 10-K.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)), that are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and to ensure that such information is accumulated and communicated to management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), to allow timely decisions regarding required disclosure.

Any system of controls and procedures, no matter how well designed and operated, can provide only reasonable (and not absolute) assurance of achieving the desired control objectives. Under the direction of our CEO and CFO, management evaluated the effectiveness of the design and operation of our disclosure controls and procedures as required by Rule 13a-15 or Rule 15d-15 under ~~the Exchange Act. Notwithstanding this caution, the CEO and CFO have reasonable assurance that the disclosure controls and procedures were effective as of December 31, 2024.~~

the Exchange Act. Notwithstanding this caution, the CEO and CFO have reasonable assurance that the disclosure controls and procedures were effective as of December 31, 2025.

Management's Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Management assessed the effectiveness of the internal control over financial reporting as of December 31, ~~2024~~2025 under the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013) and concluded that the internal control over financial reporting was effective.

The effectiveness of our internal control over financial reporting as of December 31, ~~2024~~2025 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report in this Form 10-K.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the three months ended December 31, ~~2024~~2025, that have materially affected, or are reasonably likely to materially affect, such internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

During the three months ended December 31, ~~2024~~2025, certain directors and officers of the Company adopted a "Rule 10b5-1 trading arrangement," as defined in Item 408(a) of Regulation S-K, as set forth in the table below:

Action

Date

Trading Arrangement

Total Shares to be Sold(3)

Expiration Date

Rule 10b5-1(1)

Non-Rule 10b5-1(2)

James A. Fairweather (Executive Vice President and Chief Innovation Officer)

Adopt

November 25, 2024

277,356

December 31, 2025

Lauren Freeman-Bosworth (Executive Vice President, General Counsel, and Corporate Secretary)

Adopt

October 31, 2025

42,199 (4)

December 31, 2026

Shemin Nurmohamed (Executive Vice President and President, Sending Technology Solutions)

Adopt

December 20, 2024

17,521 (4)

December 31, 2025

Kurtis James Wolf (Chief Executive Officer) (5)

Adopt

November 10, 2025

6,000,000

December 31, 2026

Lance Rosenzweig (Chief Executive Officer)

Adopt

December 20, 2024

141,700(5)

December 31, 2025

(1) Intended to satisfy the affirmative defense of Rule 10b5-1(c).

(2) Not intended to satisfy the affirmative defense of Rule 10b5-1(c).

(3) Represents the maximum number of shares that may be sold pursuant to the 10b5-1 trading arrangement. The actual number of shares sold will be dependent on the terms of, and the satisfaction of the conditions as set forth in, the written plan.

(4) The Rule 10b5-1 trading arrangement includes the sale of shares to be received upon future vesting of certain outstanding equity awards, net of any shares withheld by us to satisfy applicable taxes. The number of shares to be withheld, and thus the exact number of shares to be sold pursuant to Ms. ~~Nurmohamed~~Freeman-Bosworth’s Rule 10b5-1 trading arrangement, can only be determined upon the occurrence of the future vesting events. For purposes of this disclosure, we have calculated the number of shares reported above based on the gross number of shares expected to be received upon the future vesting of such equity awards, before subtracting any shares to be withheld by us to satisfy applicable taxes in connection with such future vesting events. Accordingly, the actual number of shares eligible to be sold upon such vesting will be lower.

(5) ~~Mr.~~Shares ~~Rosenzweig's~~are ~~trading~~held ~~arrangement,~~directly ~~which~~by ~~was~~Hestia ~~entered~~Capital ~~into~~Partners, ~~for~~LP ~~ongoing~~(“Hestia ~~estate~~Capital”) and ~~tax~~ECA ~~planning~~Fund, ~~purposes~~LP on– Hestia. Mr. Wolf is the managing member of (a) ~~date~~Hestia ~~when~~Partners GP, the ~~Company's~~general ~~opening~~partner ~~share~~of ~~price~~Hestia ~~was~~Capital ~~$6.97~~and ~~per~~(b) ~~share~~Hestia Capital Management, ~~only~~LLC, the investment manager of Hestia Capital. The Rule 10b5-1 trading arrangement provides for ~~the~~sales ~~sale~~split ofinto ~~such~~two categories: sales based on time and escalating prices, and sales based solely on price. The number of shares ifto be sold is dependent on the ~~price~~satisfaction ~~exceeds~~of ~~$12.00~~certain ~~per~~conditions ~~share~~set forth in the ~~future~~written plan, including escalating price targets and Rule 144 volume limitations, among other parameters.

Disclosure in lieu of reporting on a Current Report on Form 8-K

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 17, 2026, Pitney Bowes Inc. (the “Company”) entered into an employment letter (the “Agreement”) with Kurt Wolf regarding the terms and conditions of his continued employment as the Company’s President and Chief Executive Officer. The term of the Agreement commences on February 17, 2026 (the “Effective Date”) and continues for three years thereafter; it will then automatically renew for one-year periods unless either party provides at least ninety days’ prior notice of non-renewal. As of the

Effective Date, the Agreement replaces and supersedes the Employment Letter, dated as of May 21, 2025, between Mr. Wolf and the Company.

Pursuant to the terms of the Agreement, Mr. Wolf will be entitled to the following: (a) an annual base salary of $40,000, less applicable withholdings and other payroll deductions, (b) commencing with the 2026 fiscal year, a target annual bonus of $960,000 (the “Target Bonus”), which may be earned based on achievement of performance goals in accordance with the Company’s Key Employees Incentive Plan (the “Incentive Plan”), subject to his continued employment with the Company through the date of payment and the terms and conditions of the Incentive Plan, and (c) eligibility for annual grants of long-term incentive (“LTI”) awards. For 2026, Mr. Wolf’s LTI award will take the form of performance stock units (“PSUs”) with a target grant date value equal to $6,500,000; the PSUs will be subject to the terms and conditions of the Company’s 2024 Stock Plan and the terms and conditions of the applicable award agreement, including a three-year time-based vesting requirement.

Mr. Wolf remains eligible to participate in the Pitney Bowes Severance Pay Plan (the “Severance Pay Plan”) and the Pitney Bowes Senior Executive Severance Policy ((the “Executive Severance Policy,” and together with the Severance Pay Plan, the “Severance Plans”). For the purpose of calculating any severance amount that may become due under the Severance Plans, Mr. Wolf’s annual base salary will be deemed to equal the sum of his annual base salary and Target Bonus. Mr. Wolf’s resignation for good reason (as defined in the Agreement) prior to a change in control will be treated as if his employment were involuntarily terminated without cause for purposes of the Severance Pay Plan and LTI awards, as applicable, and the Company giving Mr. Wolf a notice of non-renewal of the Agreement will be treated as if his employment were involuntarily terminated without cause for purposes of the Severance Plans, Incentive Plan and LTI awards, as applicable.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is attached hereto as Exhibit 10(w) and incorporated herein by reference.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Other than information regarding our executive officers disclosed in Part I of this Annual Report ~~and information regarding our directors as shown below~~, the information required by this Item is incorporated by reference to our Proxy Statement to be filed in connection with the ~~2025~~2026 Annual Meeting of Stockholders.

Director Principle Occupation Lance Rosenzweig Chief Executive Officer, Pitney Bowes Inc. Milena Alberti-Perez Former Chief Financial Officer of Getty Images, Inc Todd Everett Independent advisor to several ecommerce companies, including Doddle Parcel Services Limited, Verishop, Inc., and Fetch Package, Inc Kurt Wolf Managing Member and Chief Investment Officer of Hestia Capital Management Paul Evans Former Chief Operating Officer of America's Auto Auction Group Catherine Levene Former President of Meredith Corporation's National Media Group Julie Schoenfeld Founder, Former President and CEO of Strobe, Inc.

Code of Ethics

We have Business Practices Guidelines (BPG) that apply to all our officers and other employees and a Code of Business Conduct and Ethics (the Code) that applies to our Board of Directors. The BPG and the Code are posted on our corporate governance website located at www.pb.com/us/our-company/leadership-and-governance/corporate-governance.html. Amendments to either the BPG or the Code and any waiver from a provision of the BPG or the Code requiring disclosure will be disclosed on our corporate governance website.

Audit Committee - Audit Committee Financial Expert

The information regarding the Audit Committee, its members and the Audit Committee financial experts is incorporated by reference to our Proxy Statement to be filed in connection with the ~~2025~~2026 Annual Meeting of Stockholders.

ITEM 11. EXECUTIVE COMPENSATION

The information required by this Item is incorporated by reference to our Proxy Statement to be filed in connection with the ~~2025~~2026 Annual Meeting of Stockholders.

PART III

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

EQUITY COMPENSATION PLAN INFORMATION TABLE

The following table provides information as of December 31, ~~2024~~2025 regarding the number of shares of common stock that may be issued under our equity compensation plans.

Plan Category

(a)Number of securities to be issued upon exercise of outstanding options, warrants and rights (1)

(b)Weighted-average exercise price of outstanding options, warrants and rights (2)

(c) Number of securities remaining available for future issuance under equity compensation plans excluding securities reflected in column (a)

Equity compensation plans approved by security holders

117,~~351~~856,~~222~~316

$1012.8753

1824,~~148~~045,~~363~~391

Equity compensation plans not approved by security holders

—

Total

117,~~351~~856,~~222~~316

$1012.8753

1824,~~148~~045,~~363~~391

(1) Includes outstanding restricted stock units, stock options and performance stock units.

(2) Weighted average exercise price of stock options only.

Other than information regarding securities authorized for issuance under equity compensation plans, the information required by this Item is incorporated by reference to our Proxy Statement to be filed in connection with the ~~2025~~2026 Annual Meeting of Stockholders.

ITEM 13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

The information required by this Item is incorporated by reference to our Proxy Statement to be filed in connection with the ~~2025~~2026 Annual Meeting of Stockholders.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item is incorporated by reference to our Proxy Statement to be filed in connection with the ~~2025~~2026 Annual Meeting of Stockholders.

3231

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(1) Index to Consolidated Financial Statements and Schedules			Page Number in Form 10-K
Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022			40
Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023			40
Consolidated Statements of Comprehensive Loss for the years ended December 31, 2024, 2023 and 2022			41
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2025, 2024 and 2023			41
Consolidated Balance Sheets at December 31, 2024 and 2023			42
Consolidated Balance Sheets at December 31, 2025 and 2024			42
Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022			43
Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023			43
Consolidated Statements of Stockholders' Deficit for the years ended December 31, 2024, 2023 and 2022			44
Consolidated Statements of Stockholders' Deficit for the years ended December 31, 2025, 2024 and 2023			44
Notes to Consolidated Financial Statements			45
Schedule II - Valuation and Qualifying Accounts and Reserves for the years ended December 31, 2024, 2023 and 2022			90
Schedule II - Valuation and Qualifying Accounts and Reserves for the years ended December 31, 2025, 2024 and 2023			91

(a)(2) Exhibits

Reg. S-Kexhibits	Description	Status or incorporation by reference
3(a)	Amended and Restated Certificate of Incorporation of Pitney Bowes Inc.	Incorporated by reference to Exhibit 3.2 to Form 8-K filed with the Commission on May 8, 2024 (Commission file number 1-3579)
3(b)	Pitney Bowes Inc. Amended and Restated By-laws effective May 6, 2024	Incorporated by reference to Exhibit 3.4 to Form 8-K filed with the Commission on May 8, 2024 (Commission file number 1-3579)
4	Description of Registered Securities	Exhibit 4
4(a)	Senior Debt Indenture, dated as of February 14, 2005, by and between the Company and Citibank N.A., as trustee	Incorporated by reference to Exhibit 4(a) to Registration Statement on Form S-3 filed with the Commission on June 18, 2008 (Commission file number 1-3579)
4(b)	First Supplemental Indenture, dated as of October 23, 2007, by and among Pitney Bowes Inc., The Bank of New York, as successor trustee, and Citibank, N.A., as resigning trustee	Incorporated by reference to Exhibit 4.1 to Form 8-K filed with the Commission on October 24, 2007 (Commission file number 1-3579)
4(c)	~~Supplemental~~Form ~~Indenture No. 2 dated as~~ of ~~February 26, 2020, by and between Pitney Bowes Inc~~5.25% ~~and~~Global ~~The~~Medium-Term ~~Bank~~Note ofdue ~~New York Mellon, as successor trustee to Citibank N.A.~~2037	Incorporated by reference to Exhibit 4.(d)(1) to Form 8-K filed with the Commission on ~~February~~November 2616, ~~2020~~2006 (Commission file number 1-3579)
4(d)	~~Form~~Officer's Certificate establishing the terms of ~~5.25%~~the ~~Global~~Notes, ~~Medium-Term~~dated ~~Note~~March 7, 2013, and Specimen of 6.70% Notes due ~~2037~~2043	Incorporated by reference to ~~Exhibit~~Exhibits 4~~(d)(~~.1) and 4.2 to Form 8-K filed with the Commission on ~~November~~March 167, ~~2006~~2013 (Commission file number 1-3579)
4(e)	~~Officer's~~Indenture, ~~Certificate~~dated ~~establishing~~March ~~the~~19, ~~terms~~2021, ofamong ~~the~~Pitney ~~Notes~~Bowes Inc., ~~dated~~the ~~March~~guarantors 7party thereto and Truist Bank, ~~2013~~as trustee, ~~and~~with ~~Specimen~~respect ofto Pitney Bowes Inc.'s 6.70875% Senior Notes due ~~2043~~2027.	Incorporated by reference to ~~Exhibits~~Exhibit 4.1 ~~and 4.2~~ to the Form 8-K filed with the Commission on March 723, ~~2013~~2021 (Commission file number 1-3579).
4(f)	~~Officer's~~Indenture, ~~Certificate~~dated ~~establishing~~March ~~the~~19, ~~terms~~2021, ofamong ~~the~~Pitney 4Bowes Inc.~~625%~~, ~~Notes~~the ~~due~~guarantors ~~2024,~~party ~~dated~~thereto ~~March~~and 13Truist Bank, ~~2014~~as trustee, ~~and~~with ~~Specimen~~respect ofto 4Pitney Bowes Inc.~~625~~'s 7.250% Senior Notes due ~~2024~~2029.	Incorporated by reference to ~~Exhibits~~Exhibit 4.~~1 and 4.~~2 to the Form 8-K filed with the Commission on March 1323, ~~2014~~2021 (Commission file number 1-3579).
4(g)	Indenture, dated ~~March~~August 198, ~~2021~~2025, among Pitney Bowes Inc., the guarantors party thereto and Truist Bank, as trustee, with respect to Pitney Bowes Inc.'s 61.~~875~~50% Convertible Senior Notes due ~~2027.~~2030	Incorporated by reference to Exhibit 4.1 to the Form 8-K filed with the Commission on ~~March~~August 2311, ~~2021~~2025 (Commission file number 1-3579).
4(h)	~~Indenture,~~Form ~~dated~~of ~~March 19, 2021, among Pitney Bowes Inc~~1.~~, the guarantors party thereto and Truist Bank, as trustee, with respect to Pitney Bowes Inc.'s 7.250~~50% Convertible Senior Notes due ~~2029.~~2030	Incorporated by reference to Exhibit 4.21 to the Form 8-K filed with the Commission on ~~March~~August 2311, ~~2021~~2025 (Commission file number 1-3579).
10(a) *	Retirement Plan for Directors of Pitney Bowes Inc.	Incorporated by reference to Exhibit 10(a) to Form 10-K filed with the Commission on March 30, 1993 (Commission file number 1-3579)
10(b) *	Pitney Bowes Inc. Directors' Stock Plan (as amended and restated September 11, 2023)	Incorporated by reference to Exhibit 10.10 to Form 10-Q filed with the Commission on November 2, 2023 (Commission file number 1-3579)
10(c) *	Pitney Bowes Inc. 2007 Stock Plan (as amended November 7, 2009)	Incorporated by reference to Exhibit (v) to Form 10-K filed with the Commission on February 26, 2010 (Commission file number 1-3579)
10(d)*	Pitney Bowes Inc. 2013 Stock Plan	Incorporated by reference to Annex A to the Definitive Proxy Statement for the 2013 Annual Meeting of Stockholders filed with the Commission on March 25, 2013 (Commission file number 1-3579)

PART IV


Reg. S-K exhibits	Description	Status or incorporation by reference
10(e)*	Amended and Restated Pitney Bowes Inc. 2018 Stock Plan (as amended and restated September 11, 2023)	Incorporated by reference to Exhibit 10.9 to Form 10-Q filed with the Commission on November 2, 2023 (Commission file number 1-3579)
10(f)*	Pitney Bowes Inc. 2024 Stock Plan as amended through May 13, 2025	Incorporated by reference to Exhibit 10.4 to Form 10-Q filed with the Commission on July 31 , 202 5 (Commission file number 1-3579)
10(g) *	Pitney Bowes Inc. Key Employees' Incentive Plan as amended November 5, 2024	Incorporated by reference to Exhibit 10.8 to Form 10-Q filed with the Commission on November 8, 2024 (Commission file number 1-3579)
10(h) *	Pitney Bowes Severance Plan as amended and restated effective June 18, 2024	Incorporated by reference to Exhibit 10.2 to Form 10-Q filed with the Commission on August 9, 2024 (Commission file number 1-3579)
10(i) *	Pitney Bowes Senior Executive Severance Policy (as amended and restated as of September 11, 2023)	Incorporated by reference to Exhibit 10.6 to Form 10-Q filed with the Commission on November 2, 2023 (Commission file number 1-3579)
10(j) *	Pitney Bowes Inc. Deferred Incentive Savings Plan for the Board of Directors (as amended and restated September 11, 2023)	Incorporated by reference to Exhibit 10.11 to Form 10-Q filed with the Commission on November 2, 2023 (Commission file number 1-3579)
10(k) *	Pitney Bowes Inc. Deferred Incentive Savings Plan (as amended and restated effective September 11, 2023)	Incorporated by reference to Exhibit 10.7 to Form 10-Q filed with the Commission on November 2, 2023 (Commission file number 1-3579)
10(l)*	Pitney Bowes Director Equity Deferral plan dated November 8, 2013 (effective May 12, 2014)	Incorporated by reference to Exhibit 10(o) to Form 10-K filed with the Commission on February 22, 2016 (Commission file number 1-3579)
10(m)*	Pitney Bowes Executive Equity Deferral Plan as amended November 5, 2024	Incorporated by reference to Exhibit 10.9 to Form 10-Q filed with the Commission on November 8, 2024 (Commission file number 1-3579)
10(n)	Transition Agreement, dated as of May 19, 2025, between Pitney Bowes Inc. and Lance Rosenzweig	Incorporated by reference to Exhibit 10.3 to the Form 8-K filed with the Commission on May 22 , 202 5 (Commission file number 1-3579)
10(o)	Separation Agreement, dated as of August 17, 2025, between Pitney Bowes Inc. and Robert Gold	Incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Commission on August 21 , 202 5 (Commission file number 1-3579)
10(p)	Separation Agreement, dated as of September 25, 2025, between Pitney Bowes Inc. and Shemin Nurmohamed	Incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Commission on S eptember 26 , 202 5 (Commission file number 1-3579)
10(q)	Separation Agreement, dated as of February 11, 2025, by and between the Company and John Witek	Incorporated by reference to Exhibit 10.3 to the Form 8-K filed with the Commission on February 12, 2025 (Commission file number 1-3579)
10(r)	Employment Letter, dated as of May 21, 2025, between Pitney Bowes Inc. and Kurt Wolf	Incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Commission on Ma y 22 , 202 5 (Commission file number 1-3579)
10(s)	Form of Stock Option Award Agreement under 2024 Stock Plan for Kurt Wolf	Incorporated by reference to Exhibit 10.2 to the Form 8-K filed with the Commission on May 22 , 202 5 (Commission file number 1-3579)
10(t)	Employment Letter, dated as of July 28, 2025, between Pitney Bowes Inc. and Paul Evans	Incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Commission on July 30 , 202 5 (Commission file number 1-3579)
10(u)	Additional Letter, dated as of July 28, 2025, between Pitney Bowes Inc. and Paul Evans	Incorporated by reference to Exhibit 10.2 to the Form 8-K filed with the Commission on July 30, 2025 (Commission file number 1-3579)
10(v)	Offer Letter, executed as of February 10, 2025, between Bob Gold and Pitney Bowes Inc.	Incorporated by reference to Exhibit 10.2 to the Form 8-K filed with the Commission on February 12, 2025 (Commission file number 1-3579)
10(w)	Letter Agreement, dated as of February 17, 2026, between Pitney Bowes Inc. and Kurt Wolf	E xhibit 10(w)
10(x)	Form of Indemnification Agreement	Incorporated by reference to Exhibit 10.3 to the Form 10-Q filed with the Commission on May 2, 2024 (Commission file number 1-3579)

PART IV

Reg. S-Kexhibits	Description	Status or incorporation by reference
10(e)*	Amended and Restated Pitney Bowes Inc. 2018 Stock Plan (as amended and restated September 11, 2023)	Incorporated by reference to Exhibit 10.9 to Form 10-Q filed with the Commission on November 2, 2023 (Commission file number 1-3579)
10(y)	Limited Liability Company Agreement, dated as of August 8, 2024, by and between Pitney Bowes International Holdings, Inc. and Hilco	Incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Commission on August 9, 2024 (Commission file number 1-3579)
10(f)*	Pitney Bowes Inc. 2024 Stock Plan as amended November 5, 2024	Incorporated by reference to Exhibit 10.7 to Form 10-Q filed with the Commission on November 8, 2024 (Commission file number 1-3579)
10(z)	Form of Restructuring Support Agreement, dated as of August 8, 2024, by and between the Company and the Ecommerce Debtors	Incorporated by reference to Exhibit 10.2 to the Form 8-K filed with the Commission on August 9, 2024 (Commission file number 1-3579)
10(g) *	Pitney Bowes Inc. Key Employees' Incentive Plan as amended November 5, 2024	Incorporated by reference to Exhibit 10.8 to Form 10-Q filed with the Commission on November 8, 2024 (Commission file number 1-3579)
10(aa)	Form of Settlement and Release Agreement, dated as of August 8, 2024, by and among (i) DRF Logistics, LLC and DRF, LLC, as proposed debtors and debtors-in-possession and (ii) the Company and Pitney Bowes International Holdings, Inc.	Incorporated by reference to Exhibit 10.3 to the Form 8-K filed with the Commission on August 9, 2024 (Commission file number 1-3579)
10(h) *	Pitney Bowes Severance Plan as amended and restated effective June 18, 2024	Incorporated by reference to Exhibit 10.2 to Form 10-Q filed with the Commission on August 9, 2024 (Commission file number 1-3579)
10(bb)	Credit Agreement, dated as of February 7, 2025, among Pitney Bowes Inc., a Delaware corporation, the lenders and issuing banks thereto from time to time and Bank of America, N.A., as administrative agent	Incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Commission on February 12, 2025 (Commission file number 1-3579)
10(i) *	Pitney Bowes Senior Executive Severance Policy (as amended and restated as of September 11, 2023)	Incorporated by reference to Exhibit 10.6 to Form 10-Q filed with the Commission on November 2, 2023 (Commission file number 1-3579)
10(cc)	First Incremental Facility Amendment, dated as of August 29, 2025, among Pitney Bowes Inc., the Loan Parties party thereto, the Lenders and Issuing Banks party thereto and Bank of America, N.A., as administrative agent	Incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Commission on September 2, 2025 (Commission file number 1-3579)
10(j) *	Pitney Bowes Inc. Deferred Incentive Savings Plan for the Board of Directors (as amended and restated September 11, 2023)	Incorporated by reference to Exhibit 10.11 to Form 10-Q filed with the Commission on November 2, 2023 (Commission file number 1-3579)
10(dd)	Form of Capped Call Confirmation for Capped Call Transactions	Incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Commission on August 11, 2025 (Commission file number 1-3579)
10(k) *	Pitney Bowes Inc. Deferred Incentive Savings Plan (as amended and restated effective September 11, 2023)	Incorporated by reference to Exhibit 10.7 to Form 10-Q filed with the Commission on November 2, 2023 (Commission file number 1-3579)
10(ee)	Form of Long Term Incentive Award Agreement	Incorporated by reference to Exhibit 10(k) to Form 10-K filed with the Commission on February 25, 2013 (Commission file number 1-3579)
10(l)*	Pitney Bowes Director Equity Deferral plan dated November 8, 2013 (effective May 12, 2014)	Incorporated by reference to Exhibit 10(o) to Form 10-K filed with the Commission on February 22, 2016 (Commission file number 1-3579)
10(ff)	Form of Restricted Stock Unit Award Agreement under 2024 Stock Plan	Incorporated by reference to Exhibit 10.10 to Form 10-Q filed with the Commission on November 8, 2024 (Commission file number 1-3579)
10(m)*	Pitney Bowes Executive Equity Deferral Plan as amended November 5, 2024	Incorporated by reference to Exhibit 10.9 to Form 10-Q filed with the Commission on November 8, 2024 (Commission file number 1-3579)
10(gg)	Form of Performance Stock Unit Award Agreement under 2024 Stock Plan	Incorporated by reference to Exhibit 10.11 to Form 10-Q filed with the Commission on November 8, 2024 (Commission file number 1-3579)
10(n)	Separation Agreement, dated as of May 21, 2024, by and between the Company and Jason Dies	Incorporated by reference to Exhibit 10.4 to the Form 10-Q filed with the Commission on August 9, 2024 (Commission file number 1-3579)
10(hh)	Form of Cash Incentive Unit Award Agreement under 2024 Stock Plan	Incorporated by reference to Exhibit 10.12 to Form 10-Q filed with the Commission on November 8, 2024 (Commission file number 1-3579)
10(o)	Separation Agreement, dated as of June 30, 2024, by and between the Company and Gregg Zegras	Incorporated by reference to Exhibit 10.5 to the Form 10-Q filed with the Commission on August 9, 2024 (Commission file number 1-3579)
10(ii)	Form of Stock Cash Incentive Unit Award Agreement under 2024 Stock Plan	Incorporated by reference to Exhibit 10.13 to Form 10-Q filed with the Commission on November 8, 2024 (Commission file number 1-3579)
10(p)	Separation Agreement, dated as of August 7, 2024, by and between the Company and James Fairweather, Executive Vice President, Chief Innovation Officer	Incorporated by reference to Exhibit 10.6 to the Form 8-K filed with the Commission on August 9, 2024 (Commission file number 1-3579)
10(jj)	Form of Non-qualified Stock Option Award Agreement under 2024 Stock Plan	Incorporated by reference to Exhibit 10.14 to Form 10-Q filed with the Commission on November 8, 2024 (Commission file number 1-3579)
10(q)	Separation Agreement, dated as of February 11, 2025, by and between the Company and John Witek	Incorporated by reference to Exhibit 10.3 to the Form 8-K filed with the Commission on February 12, 2025 (Commission file number 1-3579)
10(kk)	Form of Long Term Incentive Award Agreements under 2018 Stock Plan	Incorporated by reference to Exhibit 10.15 to Form 10-Q filed with the Commission on November 8, 2024 (Commission file number 1-3579)
10(r)	Letter Agreement, dated March 15, 2024, between the Company and John Witek	Incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Commission on March 19, 2024 (Commission file number 1-3579)
10(ll)	Form of 2024 Long Term Incentive Award Agreements for Chief Executive Officer	Incorporated by reference to Exhibit 10(ii) to Form 10-K filed with the Commission on February 21, 2025 (Commission file number 1-3579)
10(s)	Letter Agreement, dated September 18, 2024, between the Company and John Witek	Incorporated by reference to Exhibit 10.16 to the Form 10-Q filed with the Commission on November 8, 2024 (Commission file number 1-3579)
10(mm)	Form of Non-Employee Director Restricted Stock Unit Award Agreement	Incorporated by reference to Exhibit 10(jj) to Form 10-K filed with the Commission on February 21, 2025 (Commission file number 1-3579)
10(t)	Letter Agreement, dated October 25, 2024, between the Company and Lance Rosenzweig	Incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Commission on August 9, 2024 (Commission file number 1-3579)
19	Insider trading policy	Exhibit 19
10(u)	Offer Letter, executed as of February 10, 2025, between Bob Gold and Pitney Bowes Inc.	Incorporated by reference to Exhibit 10.2 to the Form 8-K filed with the Commission on February 12, 2025 (Commission file number 1-3579)
21	Subsidiaries of the registrant	Exhibit 21
10(v)	Cooperation Agreement, dated as of January 31, 2024, by and between Hestia Capital Partners, LP, Helios I, LP, Hestia Capital Partners GP, LLC, Hestia Capital Management, LLC and Kurtis J. Wolf, on the one hand, and Pitney Bowes Inc., on the other hand	Incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Commission on February 1, 2024 (Commission file number 1-3579)
23	Consent of independent registered accounting firm	Exhibit 23
10(w)	Form of Indemnification Agreement	Incorporated by reference to Exhibit 10.3 to the Form 10-Q filed with the Commission on May 2, 2024 (Commission file number 1-3579)
31.1	Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended.	Exhibit 31.1
10(x)	Limited Liability Company Agreement, dated as of August 8, 2024, by and between Pitney Bowes International Holdings, Inc. and Hilco	Incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Commission on August 9, 2024 (Commission file number 1-3579)
31.2	Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended.	Exhibit 31.2
32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350	Exhibit 32.1
32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350	Exhibit 32.2
97	Compensation Recoupment Policy of Pitney Bowes Inc. dated December 1, 2023	Incorporated by reference to Exhibit 10.12 to Form 10-Q filed with the Commission on November 2, 2023 (Commission file number 1-3579)

PART IV

Reg. S-Kexhibits	Description	Status or incorporation by reference
10(y)	Form of Restructuring Support Agreement, dated as of August 8, 2024, by and between the Company and the Ecommerce Debtors	Incorporated by reference to Exhibit 10.2 to the Form 8-K filed with the Commission on August 9, 2024 (Commission file number 1-3579)
10(z)	Form of Settlement and Release Agreement, dated as of August 8, 2024, by and among (i) DRF Logistics, LLC and DRF, LLC, as proposed debtors and debtors-in-possession and (ii) the Company and Pitney Bowes International Holdings, Inc.	Incorporated by reference to Exhibit 10.3 to the Form 8-K filed with the Commission on August 9, 2024 (Commission file number 1-3579)
10(aa)	Credit Agreement, dated as of February 7, 2025, among Pitney Bowes Inc., a Delaware corporation, the lenders and issuing banks thereto from time to time and Bank of America, N.A., as administrative agent	Incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Commission on February 12, 2025 (Commission file number 1-3579)
10(bb)	Form of Long Term Incentive Award Agreement	Incorporated by reference to Exhibit 10(k) to Form 10-K filed with the Commission on February 25, 2013 (Commission file number 1-3579)
10(cc)	Form of Restricted Stock Unit Award Agreement under 2024 Stock Plan	Incorporated by reference to Exhibit 10.10 to Form 10-Q filed with the Commission on November 8, 2024 (Commission file number 1-3579)
10(dd)	Form of Performance Stock Unit Award Agreement under 2024 Stock Plan	Incorporated by reference to Exhibit 10.11 to Form 10-Q filed with the Commission on November 8, 2024 (Commission file number 1-3579)
10(ee)	Form of Cash Incentive Unit Award Agreement under 2024 Stock Plan	Incorporated by reference to Exhibit 10.12 to Form 10-Q filed with the Commission on November 8, 2024 (Commission file number 1-3579)
10(ff)	Form of Stock Cash Incentive Unit Award Agreement under 2024 Stock Plan	Incorporated by reference to Exhibit 10.13 to Form 10-Q filed with the Commission on November 8, 2024 (Commission file number 1-3579)
10(gg)	Form of Non-qualified Stock Option Award Agreement under 2024 Stock Plan	Incorporated by reference to Exhibit 10.14 to Form 10-Q filed with the Commission on November 8, 2024 (Commission file number 1-3579)
10(hh)	Form of Long Term Incentive Award Agreements under 2018 Stock Plan	Incorporated by reference to Exhibit 10.15 to Form 10-Q filed with the Commission on November 8, 2024 (Commission file number 1-3579)
10(ii)	Form of 2024 Long Term Incentive Award Agreements for Chief Executive Officer	Exhibit 10(ii)
10(jj)	Form of Non-Employee Director Restricted Stock Unit Award Agreement	Exhibit 10(jj)
19	Insider trading policy	Exhibit 19
21	Subsidiaries of the registrant	Exhibit 21
23	Consent of independent registered accounting firm	Exhibit 23
31.1	Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended.	Exhibit 31.1
31.2	Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended.	Exhibit 31.2
32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350	Exhibit 32.1
32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350	Exhibit 32.2
97	Compensation Recoupment Policy of Pitney Bowes Inc. dated December 1, 2023	Incorporated by reference to Exhibit 10.12 to Form 10-Q filed with the Commission on November 2, 2023 (Commission file number 1-3579)
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Calculation Linkbase Document
101.DEF	XBRL Taxonomy Definition Linkbase Document
101.LAB	XBRL Taxonomy Label Linkbase Document
101.PRE	XBRL Taxonomy Presentation Linkbase Document
104	The cover page from the Company's Annual Report on Form 10-K for the year ended December 31, ~~2024~~2025, formatted in Inline XBRL (included as Exhibit 101).

* The Exhibits identified above with an asterisk (*) are management contracts or compensatory plans or arrangements.

The Company has certain outstanding long-term indebtedness that does not exceed 10% of the total assets of the Company; therefore, copies of instruments defining the rights of holders of such indebtedness are not included as exhibits. The Company agrees to furnish copies of such instruments to the SEC upon request.

ITEM 16. FORM 10-K SUMMARY

None

PART IV

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: February 2119, ~~2025~~2026 PITNEY BOWES INC.

Registrant

By: /s/ ~~Lance~~Kurt ~~Rosenzweig~~Wolf

~~Lance~~Kurt ~~Rosenzweig~~Wolf

Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature

Title

Date

/s/ Lance RosenzweigLance Rosenzweig

Chief Executive Officer - Director (Principal Executive Officer)

February 21, 2025

/s/ Kurt WolfKurt Wolf

Chief Executive Officer - Director (Principal Executive Officer)

February 19, 2026

/s/ John A. Witek John A. Witek

Interim Chief Financial Officer and Interim Chief Accounting Officer (Principal Financial Officer and Principal Accounting Officer)

February 21, 2025

/s/ Paul Evans Paul Evans

Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)

February 19, 2026

/s/ Milena Alberti-PerezMilena Alberti-Perez

Non-Executive Chairman - Director

February 21, 2025

/s/ Brent RosenthalBrent Rosenthal

Non-Executive Chairman - Director

February 19, 2026

/s/ Todd EverettTodd Everett

Director

February 21, 2025

/s/ Peter BrimmPeter Brimm

Director

February 19, 2026

/s/ Kurt WolfKurt Wolf

Director

February 21, 2025

/s/ Catherine LeveneCatherine Levene

Director

February 19, 2026

/s/ Paul EvansPaul Evans

Director

February 21, 2025

/s/ Wayne WalkerWayne Walker

Director

February 19, 2026

/s/ Catherine LeveneCatherine Levene

Director

February 21, 2025

/s/ Julie SchoenfeldJulie Schoenfeld

Director

February 21, 2025

PART IV

		Page Number
Report of Independent Registered Public Accounting Firm (PCAOB ID: 238)		38
Consolidated Financial Statements of Pitney Bowes Inc.
	Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022	40
	Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023	40
	Consolidated Statements of Comprehensive Loss for the years ended December 31, 2024, 2023 and 2022	41
	Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2025, 2024 and 2023	41
	Consolidated Balance Sheets at December 31, 2024 and 2023	42
	Consolidated Balance Sheets at December 31, 2025 and 2024	42
	Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022	43
	Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023	43
	Consolidated Statements of Stockholders' Deficit for the years ended December 31, 2024, 2023 and 2022	44
	Consolidated Statements of Stockholders' Deficit for the years ended December 31, 2025, 2024 and 2023	44
	Notes to Consolidated Financial Statements	45
Financial Statement Schedule
	Schedule II - Valuation and Qualifying Accounts and Reserves for the years ended December 31, 2024, 2023 and 2022	90
	Schedule II - Valuation and Qualifying Accounts and Reserves for the years ended December 31, 2025, 2024 and 2023	91

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Pitney Bowes Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Pitney Bowes Inc. and its subsidiaries (the “"Company”") as of December 31, ~~2024~~2025 and ~~2023~~2024, and the related consolidated statements of operations, of comprehensive income (loss), of stockholders’' deficit and of cash flows for each of the three years in the period ended December 31, ~~2024~~2025, including the related notes and financial statement schedule listed in the index appearing under Item 15(a)(1) (collectively referred to as the “"consolidated financial statements”"). We also have audited the Company's internal control over financial reporting as of December 31, ~~2024~~2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, ~~2024~~2025 and ~~2023~~2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, ~~2024~~2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, ~~2024~~2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

~~Disposal~~Revenue ofRecognition ~~the~~– ~~majority~~Mail ofProcessing ~~the~~Services ~~Global~~Related ~~Ecommerce~~to ~~reporting~~the ~~segment~~Presort -Services ~~Hilco~~Segment ~~Transaction~~

As described in Notes 1 and 42 to the consolidated financial statements, ~~on August 8, 2024,~~ the Company ~~entered into a series of transactions designed to facilitate an orderly wind-down of a majority of the Company~~’s ~~Global~~Presort ~~Ecommerce~~Services ~~reporting~~ segment. Inrevenue, ~~connection~~which ~~with~~is ~~the~~comprised ~~wind-down,~~entirely ~~an affiliate~~ of ~~Hilco~~mail ~~Commercial~~processing ~~Industrial~~services, ~~LLC~~was ~~(“Hilco”)~~$636.6 ~~subscribed~~million for ~~81% of~~ the ~~voting~~year ~~interests~~ended inDecember ~~the subsidiary~~31, ~~DRF~~2025. ~~Logistics,~~Revenues ~~LLC~~for ~~owning~~mail aprocessing ~~majority~~services ofare ~~the~~recognized ~~Global~~over ~~Ecommerce~~time ~~segment’s~~using ~~net~~an ~~assets~~output ~~and~~method ~~operations~~based ~~(DRF~~on ~~Logistics,~~the ~~LLC~~number ~~and~~of ~~its~~mail ~~subsidiary,~~pieces ~~DRF~~either ~~LLC,~~processed ~~the~~or ~~“Ecommerce~~delivered, ~~Debtors”)~~depending ~~for~~on ~~de minimis consideration (~~the ~~“GEC~~service ~~Sale”)~~type, ~~with~~since athat ~~subsidiary~~measure ofbest ~~Pitney~~depicts ~~Bowes~~the ~~retaining~~value ~~19%~~ of ~~the~~goods ~~voting interests~~ and ~~100%~~services oftransferred ~~the economic interests. Subsequent~~ to the ~~GEC~~client ~~Sale,~~over the ~~Ecommerce~~contract ~~Debtors,~~period. atContract ~~the~~terms ~~direction~~for ofthese ~~their~~services ~~own~~initially ~~governing~~range ~~bodies,~~from ~~filed~~one ~~petitions~~ to ~~commence~~five ~~Chapter~~years ~~11 bankruptcy cases~~ and ~~conduct~~contain anannual ~~orderly~~renewal ~~wind-down~~options. Management ofreviews ~~the~~third ~~Ecommerce~~party ~~Debtors~~relationships ~~(the~~and ~~“GEC~~records ~~Chapter~~revenue 11on ~~Cases”). As~~ a ~~result~~gross ofbasis ~~the~~when ~~GEC Chapter 11 Cases,~~ the Company ~~determined~~acts ~~that~~as ita noprincipal ~~longer~~in ~~had~~a ~~control~~transaction ~~of the Ecommerce Debtors'~~ and ~~therefore,~~on ~~the Ecommerce Debtors’ were deconsolidated. As~~ a ~~result,~~net ~~certain~~basis ~~revenues,~~when ~~expenses,~~the ~~assets~~Company ~~and~~acts ~~liabilities are now reported~~ as ~~discontinued~~an ~~operations~~agent inbetween ~~the~~a ~~Company’s~~client ~~consolidated~~and ~~financial statements~~vendor. The Company ~~recorded~~acts aas ~~$214M~~an ~~loss~~agent ~~on sale, and reported a loss from discontinued operations, net of tax of $306M~~ for ~~the~~certain ~~period~~mail ~~ended~~processing ~~December~~services ~~31, 2024~~transactions.

The principal ~~consideration~~considerations for our determination that performing procedures relating to ~~the~~mail ~~disposal~~processing ofservices ~~the~~revenue ~~majority~~related ofto the ~~Global~~Presort ~~Ecommerce~~Services ~~reporting~~ segment ~~(Hilco Transaction)~~ is a critical audit matter isare a high degree of auditor effort in performing procedures and evaluating audit evidence related to the ~~disposal~~Company’s ~~transaction~~revenue recognition.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to ~~the~~revenue ~~disposal~~recognition ~~transaction, including the accounting~~ for ~~discontinued~~mail ~~operations~~processing ~~and~~services ~~the~~ related ~~loss~~to ~~on disposal of~~ the ~~majority~~Presort ofServices ~~the Global Ecommerce reporting~~ segment. These procedures also included, among others, testing the existence and accuracy of gross mail processing services revenue by (i) ~~reading~~obtaining ~~certain~~and ~~contracts~~inspecting ~~and~~source ~~agreements~~documents ~~relevant~~such as invoices, rate change notifications to ~~the~~customers, ~~disposal~~and ~~transaction;~~customer ~~(ii)~~pick ~~evaluating~~up ~~the~~slips ~~accounting~~or ~~impact~~prejob ofreports to evidence the ~~deconsolidation~~customer arrangement and ~~subsequent~~validate ~~bankruptcy~~pricing ~~proceedings;~~terms and quantities, (~~iii~~ii) ~~testing~~recalculating the ~~loss~~mail ~~recorded~~processing ~~upon~~services ~~disposal;~~revenue, and (iviii) ~~reviewing~~vouching ~~supporting~~cash ~~documents~~receipts toor ~~evaluate~~application of the ~~completeness~~deposit ~~and~~account ~~accuracy~~funds, ofas ~~discontinued~~applicable. ~~operations~~Additionally, ~~based~~we onconfirmed ~~the~~cost ~~deal~~of ~~perimeter~~postage ofdirectly with the ~~transaction;~~principal ~~and~~in ~~(v)~~validating ~~testing~~ the ~~appropriateness~~accuracy of net revenue for those transactions in which the ~~discontinued~~Company ~~operations~~is ~~presentation~~an agent.

/s/ PricewaterhouseCoopers LLP

Stamford, Connecticut

February 2119, ~~2025~~2026

We have served as the Company’s auditor since 1934.

PITNEY BOWES INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

	Years Ended December 31,
	2024		2023		2022
	2025		2024		2023
Revenue:
Business services	$	886,041	$	857,646	$	1,194,782
Services	$	1,206,031	$	1,260,612	$	1,268,380
Support services	374,571		410,734		438,191
Products	364,709		430,845		471,448
Financing	269,893		271,197		274,508
Financing and other	321,889		335,141		339,097
Equipment sales	287,600		323,739		354,960
Total revenue	1,892,629		2,026,598		2,078,925
Supplies	143,245		147,709		154,186
Rentals	65,248		67,900		66,256
Total revenue	2,026,598		2,078,925		2,482,883
Costs and expenses:
Cost of business services	515,533		560,640		858,127
Cost of services	594,898		639,039		698,316
Cost of support services	123,506		137,676		148,829
Cost of products	212,366		244,198		267,104
Financing interest expense	63,600		63,281		51,789
Cost of financing and other	61,503		81,061		82,895
Cost of equipment sales	203,613		223,757		253,843
Selling, general and administrative	621,567		717,894		781,609
Cost of supplies	40,585		43,347		43,778
Research and development	15,278		31,957		29,486
Cost of rentals	17,461		19,614		25,105
Restructuring charges	58,660		76,915		52,412
Selling, general and administrative	717,894		781,609		785,545
Goodwill impairment	—		—		123,574
Research and development	31,957		29,486		35,464
Interest expense, net	101,460		110,094		98,769
Restructuring charges	76,915		52,412		17,208
Other components of net pension and postretirement cost	7,543		89,044		(8,256)
Goodwill impairment	—		123,574		—
Other expense (income)	26,830		88,723		(3,064)
Interest expense, net	110,094		98,769		87,306
Total costs and expenses	1,700,105		2,078,925		2,122,845
Other components of net pension and postretirement cost	89,044		(8,256)		4,308
Income (loss) from continuing operations before income taxes	192,524		(52,327)		(43,920)
Other expense (income)	88,723		(3,064)		(17,071)
Provision (benefit) for income taxes	47,827		(154,829)		17,347
Total costs and expenses	2,078,925		2,122,845		2,294,231
Income (loss) from continuing operations	144,697		102,502		(61,267)
(Loss) income from continuing operations before income taxes	(52,327)		(43,920)		188,652
Loss from discontinued operations, net of tax	—		(306,099)		(324,360)
(Benefit) provision for income taxes	(154,829)		17,347		42,956
Net income (loss)	$	144,697	$	(203,597)	$	(385,627)
Income (loss) from continuing operations	102,502		(61,267)		145,696
Loss from discontinued operations, net of tax	(306,099)		(324,360)		(108,756)
Net (loss) income	$	(203,597)	$	(385,627)	$	36,940
Basic earnings (loss) per share attributable to common stockholders (1):
Continuing operations	$	0.5784	$	(0.~~35)~~57	$	(0.8435)
Discontinued operations	~~(1.71)~~—		(1.8571)		(01.6385)
Net (loss) income	$	(1.13)	$	(2.20)	$	0.21
Net income (loss)	$	0.84	$	(1.13)	$	(2.20)
Diluted earnings (loss) per share attributable to common stockholders (1):
Continuing operations	$	0.5684	$	(0.~~35)~~56	$	(0.8235)
Discontinued operations	~~(1.68)~~—		(1.8568)		(01.6185)
Net (loss) income	$	(1.12)	$	(2.20)	$	0.21
Net income (loss)	$	0.84	$	(1.12)	$	(2.20)

(1)The sum of the earnings per share amounts may not equal the totals due to rounding.

See Notes to Consolidated Financial Statements

PITNEY BOWES INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

	Years Ended December 31,
	2024		2023		2022
	2025		2024		2023
Net (loss) income	$	(203,597)	$	(385,627)	$	36,940
Net income (loss)	$	144,697	$	(203,597)	$	(385,627)
Other comprehensive income (loss), net of tax:
Foreign currency translations, net of tax of $(560), $(741) and $(3,942), respectively	(37,464)		25,279		(71,344)
Foreign currency translations, net of tax of $376, $(560) and $(741), respectively	51,291		(37,464)		25,279
Net (loss) gain on cash flow hedges, net of tax of $(2,321), $(1,847) and $2,900, respectively	(6,962)		(5,541)		8,700
Net loss on cash flow hedges, net of tax of $(2,321) and $(1,847), respectively in 2024 and 2023	—		(6,962)		(5,541)
Net unrealized gain (loss) on available for sale securities, net of tax of $1,207, $1,878 and $(10,424), respectively	3,866		5,977		(33,191)
Net unrealized gain on available for sale securities, net of tax of $2,195, $1,207 and $1,878, respectively	7,028		3,866		5,977
Adjustments to pension and postretirement plans, net of tax of $(11,683), $(18,875) and $4,312, respectively	(35,525)		(55,128)		9,297
Adjustments to pension and postretirement plans, net of tax of $(9,198), $(11,683) and $(18,875), respectively	(29,037)		(35,525)		(55,128)
Amortization of pension and postretirement costs, net of tax of $29,019, $4,461 and $9,315, respectively	88,159		13,732		31,286
Amortization of pension and postretirement costs, net of tax of $6,547, $29,019 and $4,461, respectively	20,757		88,159		13,732
Other comprehensive income (loss), net of tax	1250,~~074~~039		~~(15~~12,~~681)~~074		(5515,~~252~~681)
Comprehensive loss	$	(191,523)	$	(401,308)	$	(18,312)
Comprehensive income (loss)	$	194,736	$	(191,523)	$	(401,308)

See Notes to Consolidated Financial Statements

PITNEY BOWES INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share amount)

	December 31, 2024		December 31, 2023
	December 31, 2025		December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	469,726	$	600,054
Cash and cash equivalents (includes $38,851 and $58,817, respectively, reported at fair value)	$	284,887	$	469,726
Short-term investments (includes $3,926 and $2,382, respectively, reported at fair value)	16,374		22,166
Short-term investments (includes $1,715 and $3,926, respectively, reported at fair value)	12,232		16,374
Accounts and other receivables (net of allowance of $7,723 and $5,292 respectively)	159,951		200,242
Accounts and other receivables (net of allowance of $7,507 and $7,723 respectively)	168,099		159,951
Short-term finance receivables (net of allowance of $13,302 and $14,347, respectively)	535,608		563,536
Short-term finance receivables (net of allowance of $14,206 and $13,302, respectively)	496,446		535,608
Inventories	5966,~~836~~241		6359,~~048~~836
Current income taxes	103,~~429~~143		~~564~~10,429
Other current assets and prepayments (net of allowance of $19,373 as of December 31, 2024)	66,030		76,039
Other current assets and prepayments (net of allowance of $10,466 and $19,373, respectively)	69,451		66,030
Assets of discontinued operations	—		532,441
Total current assets	1,100,499		1,317,954
Total current assets	1,317,954		2,058,090
Property, plant and equipment, net	185,913		218,657
Property, plant and equipment, net	218,657		254,078
Rental property and equipment, net	24,054		24,587
Rental property and equipment, net	24,587		23,583
Long-term finance receivables (net of allowance of $4,370 and $8,374, respectively)	605,129		610,316
Long-term finance receivables (net of allowance of $8,374 and $8,880, respectively)	610,316		653,085
Goodwill	746,687		721,003
Goodwill	721,003		734,409
Intangible assets, net	14,741		15,780
Intangible assets, net	15,780		20,400
Operating lease assets	106,996		113,357
Operating lease assets	113,357		126,492
Noncurrent income taxes	95,412		99,773
Noncurrent income taxes	99,773		60,995
Other assets (includes $185,111 and $173,539, respectively, reported at fair value)	289,520		276,089
Other assets (includes $173,525 and $227,131, respectively, reported at fair value)	276,089		341,053
Total assets	$	3,168,951	$	3,397,516
Total assets	$	3,397,516	$	4,272,185
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued liabilities	$	~~873~~845,~~626~~378	$	~~829~~873,~~419~~626
Customer deposits at Pitney Bowes Bank	~~645~~582,~~860~~630		~~640~~645,~~323~~860
Current operating lease liabilities	2628,~~912~~396		2926,~~882~~912
Current portion of long-term debt	5317,~~250~~150		5853,~~931~~250
Advance billings	7069,~~131~~075		7670,~~258~~131
Current income taxes	25,~~948~~210		62,~~523~~948
Liabilities of discontinued operations	—		257,106
Total current liabilities	1,547,839		1,672,727
Total current liabilities	1,672,727		1,898,442
Long-term debt	1,975,888		1,866,458
Long-term debt	1,866,458		2,087,101
Deferred taxes on income	72,665		49,187
Deferred taxes on income	49,187		211,477
Tax uncertainties and other income tax liabilities	278		13,770
Tax uncertainties and other income tax liabilities	13,770		19,091
Noncurrent operating lease liabilities	99,757		100,804
Noncurrent operating lease liabilities	100,804		126,568
Noncurrent customer deposits at Pitney Bowes Bank	71,000		57,977
Noncurrent customer deposits at Pitney Bowes Bank	57,977		73,972
Other noncurrent liabilities	203,884		215,026
Other noncurrent liabilities	215,026		224,110
Total liabilities	3,971,311		3,975,949
Total liabilities	3,975,949		4,640,761
Commitments and contingencies (See Note 16)
Stockholders' deficit:
Common stock, $1 par value (480,000 shares authorized; 270,338 shares issued)	270,338		270,338
Retained earnings	2,~~671~~655,~~868~~703		32,~~077~~671,~~988~~868
Accumulated other comprehensive loss	(~~839~~789,~~171~~132)		(~~851~~839,~~245~~171)
Treasury stock, at cost (87,932 and 93,972 shares, respectively)	(2,681,468)		(2,865,657)
Treasury stock, at cost (119,634 and 87,932 shares, respectively)	(2,939,269)		(2,681,468)
Total stockholders’ deficit	(~~578~~802,~~433~~360)		(~~368~~578,~~576~~433)
Total liabilities and stockholders’ deficit	$	3,~~397~~168,~~516~~951	$	43,~~272~~397,~~185~~516

See Notes to Consolidated Financial Statements

PITNEY BOWES INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Years Ended December 31,
	2024		2023		2022
	2025		2024		2023
Cash flows from operating activities:
Net (loss) income	$	(203,597)	$	(385,627)	$	36,940
Net income (loss)	$	144,697	$	(203,597)	$	(385,627)
Loss from discontinued operations, net of tax	~~306,099~~—		~~324~~306,~~360~~099		~~108~~324,~~756~~360
Adjustments to reconcile net income or loss to net cash from operating activities:
Depreciation and amortization	~~114~~111,~~485~~575		~~112~~114,~~724~~485		~~111~~112,~~166~~724
Allowance for credit losses	13,~~182~~234		1413,~~219~~182		714,~~019~~219
Allowance for DIP Facility	19,373		—		—
(Reduction) allowance for DIP Facility	(8,907)		19,373		—
Stock-based compensation	1614,~~524~~151		816,~~857~~524		168,~~311~~857
Amortization of debt fees	127,~~907~~226		1012,~~698~~907		810,~~674~~698
Loss (gain) on debt redemption/refinancing	1014,~~892~~072		(310,~~064)~~892		4(3,~~993~~064)
Restructuring charges	7658,~~915~~392		5276,~~412~~915		1752,~~208~~412
Restructuring payments	(8641,~~024~~338)		(3486,~~443~~024)		(1534,~~406~~443)
Pension contributions and retiree medical payments	(2425,~~907~~931)		(3324,~~815~~907)		(2633,~~769~~815)
Pension settlement charges	~~91,339~~—		—91,339		—
Loss on disposal of fixed assets	1311,~~192~~066		13,~~572~~192		913,~~170~~572
Gain on sale of businesses, including transaction costs	—		—		(12,205)
Loss (gain) on revaluation of intercompany loans	21,944		(10,241)		5,760
Gain on sale of assets	—		—		(14,372)
Impairment charges	268		10,000		123,574
(Gain) loss on revaluation of intercompany loans	(10,241)		5,760		—
Deferred taxes	38,405		(173,710)		(35,786)
Impairment charges	10,000		123,574		—
Other, net	8,241		(12,954)		(6,841)
Deferred taxes	(173,710)		(35,786)		5,949
Other, net	(12,954)		(6,841)		41,681
Changes in operating assets and liabilities, net of acquisitions/divestitures:
Accounts and other receivables	31(13,~~983~~999)		2531,~~431~~983		~~(14~~25,~~422)~~431
Finance receivables	60107,~~342~~223		(260,~~646)~~342		(122,~~591~~646)
Inventories	2(5,~~260~~566)		182,~~209~~260		(318,~~390)~~209
Other current assets and prepayments	~~996~~817		~~20,815~~996		1320,~~615~~815
Accounts payable and accrued liabilities	47(62,~~348~~028)		~~(16~~47,~~386)~~348		49(16,~~396~~386)
Current and noncurrent income taxes	(356,~~070~~806)		30(35,~~101~~070)		2330,~~291~~101
Advance billings	(43,~~882~~479)		(74,~~528~~882)		(147,~~262~~528)
Net cash from operating activities: continuing operations	~~276~~383,~~452~~257		~~234~~276,~~596~~452		~~340~~234,~~752~~596
Net cash from operating activities: discontinued operations	~~(47,282)~~—		(~~154~~47,~~505~~282)		(~~165~~154,~~713~~505)
Net cash from operating activities	~~229~~383,~~170~~257		80229,~~091~~170		~~175~~80,~~039~~091
Cash flows from investing activities:
Capital expenditures	(7266,~~403~~278)		(7872,~~109~~403)		(8278,~~629~~109)
Purchases of investment securities	(3034,~~099~~772)		(1830,~~887~~099)		(818,~~863~~887)
Proceeds from sales/maturities of investment securities	7628,~~563~~345		2576,~~390~~563		2825,~~724~~390
Net investment in loan receivables	(961,~~467~~200)		(299,~~754~~467)		(5329,~~114~~754)
DIP Facility net disbursement	(17,234)		—		—
DIP Facility net reimbursement (disbursement)	8,907		(17,234)		—
Proceeds from sale of business, net of cash sold	—		—		111,593
Acquisition	(2,200)		—		—
Proceeds from asset sales	—		—		50,766
Settlement of derivative contracts	—		—		427
Acquisitions, net of cash acquired	—		—		(5,139)
Other investing activities, net	2,101		10,969		1,606
Settlement of derivative contracts	—		427		(27,660)
Net cash from investing activities: continuing operations	(125,097)		(41,671)		(99,327)
Other investing activities, net	10,969		1,606		4,264
Net cash from investing activities: discontinued operations	—		(7,385)		(24,769)
Net cash from investing activities: continuing operations	(41,671)		(99,327)		17,942
Net cash from investing activities	(125,097)		(49,056)		(124,096)
Net cash from investing activities: discontinued operations	(7,385)		(24,769)		(42,211)
Net cash from investing activities	(49,056)		(124,096)		(24,269)
Cash flows from financing activities:
Proceeds from the issuance of debt, net of discount	—1,005,000		~~266,750~~—		—266,750
Principal payments of debt	(~~233~~934,~~930~~316)		(~~322~~233,~~886~~930)		(~~124~~322,~~101~~886)
Premiums and fees to refinance debt	(13,688)		(10,531)		(8,535)
Premiums and fees to redeem/refinance debt	(17,271)		(13,688)		(10,531)
Dividends paid to stockholders	(3551,~~956~~059)		(35,~~215~~956)		(3435,~~718~~215)
Customer deposits at the Bank	(10,458)		86,223		(3,990)
Customer deposits at Pitney Bowes Bank	(50,208)		(10,458)		86,223
Common stock repurchases	—		—		(13,446)
Capped call payment	(24,702)		—		—
Other financing activities, net	(4,568)		(6,340)		(3,674)
Common stock repurchases	(378,361)		—		—
Net cash from financing activities: continuing operations	(298,600)		(21,999)		(188,464)
Other financing activities, net	5,559		(4,568)		(6,340)
Net cash from financing activities: discontinued operations	(6,855)		(8,003)		(9,619)
Net cash from financing activities: continuing operations	(445,358)		(298,600)		(21,999)
Net cash from financing activities	(305,455)		(30,002)		(198,083)
Net cash from financing activities: discontinued operations	—		(6,855)		(8,003)
Effect of exchange rate changes on cash and cash equivalents	(4,987)		5,731		(16,091)
Net cash from financing activities	(445,358)		(305,455)		(30,002)
Change in cash and cash equivalents	(130,328)		(68,276)		(63,404)
Effect of exchange rate changes on cash and cash equivalents	2,359		(4,987)		5,731
Cash and cash equivalents at beginning of period	600,054		668,330		731,734
Change in cash and cash equivalents	(184,839)		(130,328)		(68,276)
Cash and cash equivalents at end of period	$	469,726	$	600,054	$	668,330
Cash and cash equivalents at beginning of period	469,726		600,054		668,330
Cash and cash equivalents at end of period	$	284,887	$	469,726	$	600,054

See Notes to Consolidated Financial Statements

PITNEY BOWES INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

(In thousands)

	Common Stock		~~Additional Paid-in Capital~~		Retained earnings		Accumulated other comprehensive loss		Treasury stock		Total deficit
Balance at December 31, 2021	$	323,338	$	2,485	$	5,169,270	$	(780,312)	$	(4,602,149)	$	112,632
Balance at December 31, 2022	$	323,338			$	5,125,677	$	(835,564)	$	(4,552,798)	$	60,653
Net income	—		—		36,940		—		—		36,940
Net loss	—				(385,627)		—		—		(385,627)
Other comprehensive loss	—		—		—		(5515,~~252~~681)		—		(5515,~~252~~681)
Dividends ($0.20 per share)	—		—		(3435,~~718~~215)		—		—		(3435,~~718~~215)
Issuance of common stock	—		~~(2,485)~~		(6273,~~444~~474)		—		6271,~~797~~171		(2,~~132~~303)
Stock-based compensation	—		—		169,~~629~~597		—		—		169,~~629~~597
Repurchase of common stock	—		—		—		—		(13,446)		(13,446)
Retirement of treasury stock	(53,000)				(1,562,970)		—		1,615,970		—
Balance at December 31, 2022	323,338		—		5,125,677		(835,564)		(4,552,798)		60,653
Balance at December 31, 2023	270,338				3,077,988		(851,245)		(2,865,657)		(368,576)
Net loss	—		—		(~~385~~203,~~627~~597)		—		—		(~~385~~203,~~627~~597)
Other comprehensive loss	—		—		—		(15,681)		—		(15,681)
Other comprehensive income	—				—		12,074		—		12,074
Dividends ($0.20 per share)	—		—		(35,~~215~~956)		—		—		(35,~~215~~956)
Issuance of common stock	—		—		(73183,~~474~~644)		—		71184,~~171~~189		~~(2,303)~~545
Stock-based compensation	—		—		917,~~597~~077		—		—		917,~~597~~077
Retirement of treasury stock	(53,000)		—		(1,562,970)		—		1,615,970		—
Balance at December 31, 2024	270,338				2,671,868		(839,171)		(2,681,468)		(578,433)
Balance at December 31, 2023	270,338		—		3,077,988		(851,245)		(2,865,657)		(368,576)
Net income	—				144,697		—		—		144,697
Net loss	—		—		(203,597)		—		—		(203,597)
Other comprehensive income	—				—		50,039		—		50,039
Other comprehensive income	—		—		—		12,074		—		12,074
Dividends ($0.30 per share)	—				(51,059)		—		—		(51,059)
Dividends ($0.20 per share)	—		—		(35,956)		—		—		(35,956)
Issuance of common stock	—				(123,954)		—		120,560		(3,394)
Issuance of common stock	—		—		(183,644)		—		184,189		545
Stock-based compensation	—				14,151		—		—		14,151
Stock-based compensation	—		—		17,077		—		—		17,077
Repurchase of common stock	—				—		—		(378,361)		(378,361)
Balance at December 31, 2024	$	270,338	$	—	$	2,671,868	$	(839,171)	$	(2,681,468)	$	(578,433)
Balance at December 31, 2025	$	270,338			$	2,655,703	$	(789,132)	$	(2,939,269)	$	(802,360)

See Notes to Consolidated Financial Statements

PITNEY BOWES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share amounts)

1. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying Consolidated Financial Statements of Pitney Bowes Inc. and its wholly owned subsidiaries (we, us, our, or the company) have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP). Intercompany transactions and balances have been eliminated.

In ~~the~~2025, ~~third~~we ~~quarter~~recast ofour ~~2024,~~reporting wepresentation ~~entered~~of ~~into~~revenue aand ~~series~~cost of ~~transactions~~revenue ~~designed~~ to ~~facilitate~~better analign ~~orderly~~with ~~wind-down~~our ofofferings. aWe ~~majority~~now report Services revenue and Cost of ~~the~~services, ~~former~~which ~~Global~~includes ~~Ecommerce~~the ~~reporting~~previously ~~segment.~~reported AsBusiness aservices ~~result,~~and ~~certain~~Support ~~revenues~~services, ~~expenses,~~Products ~~assets~~revenue and ~~liabilities~~Cost ~~are~~of ~~now~~products, which includes the previously reported asEquipment ~~discontinued~~sales ~~operations~~and inSupplies ~~our~~and ~~Consolidated~~Financing ~~Financial~~and ~~Statements.~~other ~~Amounts~~revenue ofand ~~the~~Cost ~~former~~of ~~Global~~financing ~~Ecommerce~~and ~~segment~~other, ~~that~~which ~~did~~includes ~~not~~the ~~qualify~~previously ~~for~~reported ~~discontinued~~Financing ~~operations~~and ~~treatment~~Rentals. ~~primarily~~We ~~relate~~also torecast ~~operations~~our ~~that~~corporate ~~were~~expense ~~dissolved~~allocation ormethodology ~~sold,~~to ~~shared~~allocate ~~services~~all ~~functions~~ marketing and ainnovation ~~cross-border~~expenses ~~services~~to ~~contract.~~our ~~Prior~~SendTech ~~periods~~Solutions ~~have~~segment ~~been~~due ~~recast~~ to ~~conform~~a tochange ~~the~~in ~~current~~how ~~period~~these ~~presentation~~functions are now managed. ~~For~~Additionally, we recast our segment reporting ~~purposes,~~to report the ~~remaining~~revenue ~~portion~~and ofrelated ~~the~~expenses ~~former~~of ~~Global~~a ~~Ecommerce~~cross-border ~~segment~~services contract in ~~continuing~~our ~~operations~~SendTech isSolutions ~~now~~reporting segment, which was previously reported asin "Other operations." ~~See~~Prior ~~Note~~periods 4have ~~for~~been ~~further~~recast ~~information~~to conform to the current period presentation.

~~Effective~~Other ~~January~~operations 1,in 2024, weand ~~moved~~2023 ~~the~~includes ~~digital delivery services offering from~~ the ~~former~~revenue ~~Global~~and ~~Ecommerce~~related ~~segment~~expenses toof the ~~SendTech~~operations ~~Solutions segment in order to leverage our technology~~ and ~~innovation~~shared ~~capabilities~~services toof ~~better~~the ~~serve~~former ~~our~~Global ~~clients.~~Ecommerce ~~Prior~~reporting ~~periods~~segment ~~have~~that ~~been~~did ~~recast~~not toqualify ~~conform~~for todiscontinued ~~the~~operations ~~current segment presentation~~treatment.

During the first quarter of ~~2024~~2025, we identified an error and recorded an out of period adjustment of $4 million to correct an overstatement of revenue in prior periods. During the ~~Company~~fourth quarter of 2025, we identified an error and recorded an out of period adjustment of $5 million to correct ~~the~~an ~~understatement~~overstatement of cost of revenue in prior periods,. Inclusive of ~~which~~other insignificant errors identified in 2025, there was an aggregate $43 million ~~originated~~credit into ~~2020~~pre-tax ~~and~~net ~~prior~~income recorded out of period in 2025. The impact of ~~the~~these ~~adjustment~~adjustments iswas not material to the consolidated financial statements for any interim or annual periods.

~~Pre-tax~~During ~~income~~the ~~for~~first ~~the~~quarter ~~twelve~~of ~~months~~2024, ~~ended~~we ~~December~~identified ~~31,~~an ~~2022~~error ~~includes~~and arecorded ~~benefit~~an out of period adjustment of $35 million to correct ~~misstatements~~an ~~related~~understatement toof revenue in prior periods, of which $4 million originated in 2020 and prior. The impact of ~~these~~the ~~misstatements~~adjustment iswas not material to the consolidated financial statements ~~of the current annual period or~~ for any ~~prior~~interim ~~quarterly~~ or annual periods.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires the use of estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and accompanying disclosures, including the disclosure of contingent assets and liabilities. These estimates and assumptions are based on management's best knowledge of current events, historical experience and other information available when the financial statements are prepared. These estimates include, but are not limited to, goodwill and intangible asset impairment review, deferred tax asset valuation allowance, income tax reserves, revenue recognition for multiple element arrangements, pension and other postretirement costs, allowance for credit losses, residual values of leased assets, useful lives of long-lived and intangible assets, restructuring costs and loss contingencies. Actual results could differ from those estimates and assumptions.

Cash and Cash Equivalents

Cash equivalents include interest-earning investments with maturities of three months or less at the date of purchase. Restricted cash included in cash and cash equivalents at December 31, 2024 and 2023 was $1 million and $3 million, respectively. Restricted cash represent cash balances which are legally or contractually restricted.

Investment Securities

Investment securities classified as available-for-sale are recorded at fair value with changes in fair value due to market conditions (i.e., interest rates) recorded in accumulated other comprehensive loss ("AOCL"), and changes in fair value due to credit conditions recorded in earnings. Purchase premiums and discounts are amortized using the effective interest method over the term of the security. Gains and losses on sales of available-for-sale securities are recorded on the trade date using the specific identification method. There were no unrealized losses due to credit losses charged to earnings in ~~2024~~2025, ~~2023~~2024, or ~~2022~~2023. Investment securities classified as held-to-maturity ~~and~~ are carried at amortized cost.

Accounts Receivables and Allowance for Credit Losses

Accounts receivables are generally due within 30 days after the invoice date. We provide an allowance for credit losses based on historical loss experience, the age of the receivables, specific troubled accounts and other currently available information.

Accounts receivables are written off against the allowance after all collection efforts have been exhausted and management deems the account to be uncollectible, or when they are 365 days past due, if sooner. We believe that our accounts receivable credit risk is low because of the geographic and industry diversification of our clients and small account balances for most of our clients. We continually evaluate the adequacy of the allowance for credit losses and adjust as necessary.

PITNEY BOWES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share amounts)

Finance Receivables and Allowance for Credit Losses

Finance receivables are comprised of sales-type leases, secured loans and unsecured loans. Sales-type leases and secured loans are ~~from~~ financing options ~~provided~~for tothe ~~clients~~purchase ~~for~~or lease of Pitney Bowes equipment or ~~leasing of~~ other manufacturers' equipment and are generally due in installments over periods ranging from three to five years. Unsecured loans comprise revolving credit lines offered to our clients for postage, supplies and working capital purposes. These revolving credit lines are generally due monthly; however, clients may rollover outstanding balances. Interest is recognized ~~on finance receivables~~ using the effective interest method. ~~Annual~~Fees ~~fees~~ are recognized ratably over the ~~annual~~ period covered and client acquisition costs are expensed as incurred.

We provide an allowance for credit losses based on historical loss experience, the nature of our portfolios, adverse situations that may affect a client's ability to pay and current economic conditions and outlook based on reasonable and supportable forecasts. We continually evaluate the adequacy of the allowance for credit losses and adjust as necessary.

Credit approval limits are established based on the credit quality of the client and the type of equipment financed. We cease revenue recognition for lease receivables and unsecured loan receivables that are more than 90 days past due. Revenue recognition is resumed when the client's payments reduce the account aging to less than 60 days past due. Finance receivables are written off against the allowance after all collection efforts have been exhausted and management deems the account to be uncollectible. We believe that our finance receivable credit risk is low because of the geographic and industry diversification of our clients and small account balances for most of our clients.

Inventories

Inventories are stated at the lower of cost, determined on the first-in, first-out (FIFO) basis or net realizable value.

Fixed Assets

Property, plant and equipment and rental property and equipment are stated at cost ~~and~~less ~~depreciated~~accumulated principally using the straight-line method over their estimated useful lives, which are 50 years for buildings, 10-20 years for building improvements, up to 3 years for internal use software development costs, 3-12 years for machinery and equipment and 3-6 years for rental equipmentdepreciation. ~~Leasehold improvements are amortized over the shorter of their estimated useful life or the remaining lease term.~~ Major improvements that add to the productive capacity or extend the life of an asset are capitalized while repairs and maintenance are charged to expense. Fully depreciated assets are retained in fixed assets and accumulated depreciation until they are removed from service.

Depreciation is computed principally using the straight-line method based on the following estimated useful lives:


			Estimated Useful Life
Machinery and equipment			3-12 years
Furniture and fixtures			3-10 years
Rental equipment			3-6 years
Leasehold improvements			Shorter of lease term or useful life

Internal-Use Software and Research and Development Costs

Research and development includes research, development and engineering activities relating to the development of new products and solutions and enhancements of existing products and solutions. Costs primarily include salaries, benefits and other employee-related expenses, materials, contract services, information systems and facilities and equipment costs. Costs incurred to acquire or develop software for internal use during the application development stage are capitalized. Internal-use software costs are depreciated using the straight-line method over the estimated useful life of up to 3 years. Research and development costs not eligible for capitalization are charged to expense as incurred.

Intangible Assets

Finite-lived intangible assets are amortized using the straight-line method over ~~their~~ estimated useful lives of up to 10 years.

Deferred Costs

Certain incremental costs to obtain a contract are capitalized if we expect the benefit of those costs to be realized over a period greater than one year. These costs primarily relate to contract costs and sales commissions on multi-year equipment sales. Costs are amortized in a manner consistent with the timing of the related revenue over the contract performance period or longer, if renewals are expected and the renewal commission is not commensurate with the initial commission. Unamortized deferred costs at both December 31, ~~2024~~2025 and December 31, ~~2023~~2024, included in other assets, were $28 million. Amortization expense for these costs for the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023 was $1615 million, $16 million and $1516 million, respectively.

Revenue Recognition

We derive revenue from multiple sources including sales, rentals, financing and services. Certain transactions are consummated at the same time and can therefore generate revenue from multiple sources. The most common form of these transactions involves a sale or noncancelable lease of equipment, meter services and an equipment maintenance agreement. We determine whether each product and service within the contract should be treated as a separate performance obligation (unit of accounting) for revenue recognition purposes. For contracts that include multiple performance obligations, the transaction price is allocated based on relative standalone selling prices (SSP), which are a range of selling prices that we would sell a product or service to a customer on a separate basis. SSP are established for each performance obligation at the inception of the contract and can be observable prices or estimated. The allocation of the transaction price to the various performance obligations impacts the timing of revenue recognition, but does not change the total revenue recognized. More specifically, revenue related to our offerings is recognized as follows:

Business services

Business services includes mail processing services, shipping subscription solutions and cross-border solutions. Revenue for mail processing services and cross-border solutions are recognized over time using an output method based on the number of parcels or mail pieces either processed or delivered, depending on the service type, since that measure best depicts the value of goods and services transferred to the client over the contract period. Revenue for shipping subscription solutions is recognized ratably over the

PITNEY BOWES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share amounts)

~~contract~~Revenue ~~period~~Recognition as the client obtains equal benefit from these services throughout the period. We review third party relationships and record revenue on a gross basis when we act as a principal in a transaction and on a net basis when we act as an agent between a client and vendor. In determining whether we are acting as principal or agent, we consider several factors such as whether we are the primary obligor to the client or have control over pricing.

~~Support~~We derive revenue from multiple sources including sales, rentals, financing and services. Certain transactions are consummated at the same time and can therefore generate revenue from multiple sources. The most common form of these transactions involves a sale or noncancelable lease of equipment, meter services and an equipment maintenance agreement. We determine whether each product and service within the contract should be treated as a separate performance obligation (unit of accounting) for revenue recognition purposes. For contracts that include multiple performance obligations, the total transaction price is typically determined based on the sum of standalone selling prices (SSP) for each performance obligation, which are a range of selling prices that we would sell a product or service on a standalone basis. SSP are established for each performance obligation at the inception of the contract and can be observable prices or estimated. The transaction price assigned to the various performance obligations impacts the timing of revenue recognition, but does not change the total revenue recognized. More specifically, revenue related to our offerings is recognized as follows:

Support services includes providing maintenance, professional and subscription services for our equipment and digital mailing and shipping technology solutions. Revenue is allocated to these services using selling prices charged in standalone transactions. Revenue for maintenance and subscription services is recognized ratably over the contract period and revenue for professional services is recognized when services are provided.Services

~~Financing~~Services revenue includes mail processing services, shipping subscription solutions and cross-border solutions. Revenue for mail processing services and cross-border solutions are recognized over time using an output method based on the number of parcels or mail pieces either processed or delivered, depending on the service type, since that measure best depicts the value of goods and services transferred to the client over the contract period. Revenue for shipping subscription solutions is recognized ratably over the contract period as the client obtains equal benefit from these services throughout the period. We review third party relationships and record revenue on a gross basis when we act as a principal in a transaction and on a net basis when we act as an agent between a client and vendor. In determining whether we are acting as principal or agent, we consider several factors such as whether we are the primary obligor to the client or have control over pricing. We act as an agent for certain mail processing services transactions.

WeServices ~~provide financing for our products primarily through sales-type leases and revolving lines of credit for the purchase of postage and supplies. Financing~~ revenue also includes ~~finance~~providing ~~income~~maintenance, ~~late~~professional ~~fees~~ and ~~investment~~subscription ~~income,~~services ~~gains~~for ~~and~~our ~~losses~~equipment atand ~~the~~digital ~~Bank.~~mailing Weand ~~record~~shipping ~~financing~~technology ~~income over the lease term using the effective interest method~~solutions. ~~Financing~~Revenue ~~revenue~~is ~~also~~allocated ~~includes amounts related~~ to ~~sales-type~~these ~~leases~~services ~~that~~using ~~customers~~selling ~~have~~prices ~~extended~~charged orin ~~renewed~~standalone ~~for an additional term~~transactions. Revenue for ~~these~~maintenance ~~contracts~~and subscription services is recognized ratably over the ~~term~~contract ofperiod ~~the~~and ~~modified~~revenue ~~lease~~for ~~using~~professional ~~the~~services ~~effective~~is ~~interest~~recognized ~~method.~~when Weservices ~~believe~~are ~~that our sales-type lease portfolio contains only normal collection risk~~provided.

Products

We sell and lease equipment directly to customers and to distributors (re-sellers) throughout the world. The amount of revenue allocated to the equipment is based on a range of observable selling prices in standalone transactions. Revenue is recognized as control of the equipment transfers to the customer. Revenue from the sale of equipment under sales-type leases is recognized upon shipment for self-installed products and upon installation or customer acceptance for other products. Revenue from the direct sale of equipment is recognized upon delivery for self-installed products and upon installation or customer acceptance for other products. We do not typically offer any rights of return. The sale of supplies for our mailing equipment is recognized upon delivery.

Financing and other

We provide financing for our products primarily through sales-type leases and revolving lines of credit. Financing revenue includes finance income, late fees and investment income, gains and losses at the Pitney Bowes Bank (the "Bank"), a wholly owned subsidiary. We record financing income over the lease term using the effective interest method. Financing revenue also includes amounts related to sales-type leases that customers extend or renew for an additional term. Revenue for these contracts is recognized over the term of the modified lease using the effective interest method. .

Equipment residual values are determined at the inception of the lease using management's best estimate of fair value at the end of the lease term. Fair value estimates are determined based on historical renewal experience, used equipment markets, competition and technological changes. We evaluate residual values on an annual basis or sooner if circumstances warrant. Declines in estimated residual values considered "other-than-temporary" are recognized immediately. Increases in estimated future residual values are not recognized until the equipment is remarketed.

~~Equipment~~Financing and other revenue also includes revenue from mailing equipment that does not meet the criteria for as a sales-type lease. We may invoice in advance for rentals according to the terms of the agreement. Advanced billings are initially deferred and recognized on a straight-line basis over the billing period. Revenue generated from financing clients for the continued use of equipment subsequent to the expiration of the original lease is recognized as other revenue.

Supplies

Supplies revenue includes the sale of supplies for our mailing equipment and is recognized upon delivery.

Rentals

Rentals revenue includes revenue from mailing equipment that does not meet the criteria for as a sales-type lease. We may invoice in advance for rentals according to the terms of the agreement. Advanced billings are initially deferred and recognized on a straight-line basis over the billing period. Revenue generated from financing clients for the continued use of equipment subsequent to the expiration of the original lease is recognized as rentals revenue.

Shipping and Handling

Shipping and handling revenue and costs are recognized as revenue and cost of revenue as incurred.

Research and Development Costs

Restructuring Charges

Restructuring charges may include employee severance and related separation costs and facility abandonment and other related charges. Employee severance and separation costs are recognized when a liability is incurred, ~~which is generally upon communication to the affected employee,~~ and the amount to be paid is both ~~probable and can be reasonably estimated. Severance accruals are based on company policy, historical experience and negotiated settlements.~~

PITNEY BOWES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share amounts)

probable and can be reasonably estimated. Severance accruals are based on company policy, historical experience and negotiated settlements.

Stock-based Compensation

Compensation expense for stock-based awards is recognized ratably over the service period based on the estimated fair value of the awards expected to vest. Depending on the type of award, the fair value is estimated based on the market price of our common stock on the grant date, less the present value of expected dividends, the Black-Scholes valuation model or Monte Carlo simulation model. We believe that these valuation techniques and the underlying assumptions are appropriate in estimating the fair value of stock awards. Stock-based compensation expense is recognized primarily in selling, general and administrative expense.

Retirement Plans

Net periodic benefit cost includes service cost, interest cost, expected return on plan assets and the amortization of actuarial gains and losses. Actuarial gains and losses arise from actual results that differ from previous assumptions and changes in assumptions. The expected return on plan assets is based on a market-related valuation of plan assets where differences between the actual and expected return on plan assets are recognized over a five-year period in the U.S. and a two-year period in the U.K. Actuarial gains and losses are recognized in other comprehensive loss, net of tax, and amortized to benefit cost primarily over the life expectancy of plan participants. The funded status of pension and other postretirement benefit plans is recognized in the consolidated balance sheets.

Impairment Review

Long-lived assets and finite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. The estimated undiscounted future cash flows expected to result from the use and eventual disposition of the asset is compared to the asset's carrying value. The fair value of the asset is determined using probability weighted expected cash flow estimates, derived from our long-term business plan and historical experience, quoted market prices when available and appraisals, as appropriate.

Goodwill is tested annually for impairment at the reporting unit level as of the beginning of the fourth quarter or sooner if circumstances indicate an impairment may exist. ~~The~~A ~~impairment~~qualitative ~~test~~assessment ~~for~~(commonly ~~goodwill~~referred ~~determines~~to ~~the~~as ~~fair~~Step ~~value~~0) ofcan ~~each~~be ~~reporting~~performed ~~unit~~to ~~and~~evaluate ~~compares~~whether it tois ~~the~~more-likely-than-not ~~reporting~~that ~~unit's carrying value, including~~ goodwill. Ifhas ~~the~~been ~~fair~~impaired, ~~value~~as of a ~~reporting~~basis ~~unit~~to ~~exceeds~~determine ~~the~~whether ~~carrying~~it ~~value~~is ofnecessary ~~the~~to ~~net~~perform ~~assets~~the ~~assigned~~two-step toquantitative ~~that~~impairment ~~reporting~~test. ~~unit,~~This ~~goodwill~~qualitative isassessment ~~not~~includes ~~impaired.~~a Ifreview ~~the~~of ~~fair~~factors ~~value~~such ofas ~~the~~our reporting unit’s ismarket ~~less~~value ~~than~~compared ~~the~~to its carrying value, ofour ~~the~~planned ~~net~~overall ~~assets~~business ~~assigned~~strategy compared to ~~the~~recent ~~reporting~~financial ~~unit~~results, aas ~~goodwill~~well ~~impairment loss is calculated~~ as ~~the~~macroeconomic ~~difference between these amounts~~conditions, ~~limited~~industry toand ~~the~~market ~~amount~~considerations, ofcost ~~goodwill~~factors, ~~allocated~~and toother ~~the~~relevant ~~reporting~~company-specific ~~unit~~events.

The quantitative impairment test for goodwill determines the fair value of each reporting unit and compares it to the reporting unit's carrying value, including goodwill. If the fair value of a reporting unit exceeds the carrying value of the net assets assigned to that reporting unit, goodwill is not impaired. If the fair value of the reporting unit is less than the carrying value of the net assets assigned to the reporting unit, a goodwill impairment loss is calculated as the difference between these amounts, limited to the amount of goodwill allocated to the reporting unit.

In 2025, we performed a qualitative assessment of goodwill for impairment. Based on this assessment, we concluded that it was more likely than not that the estimated fair values of our reporting units were higher than their carrying values and that the performance of a quantitative impairment test was not required. In 2024 and 2023, we performed a quantitative impairment test for goodwill.

Derivative Instruments

We are exposed to the impact of changes in foreign currency exchange rates and interest rates. We limit these risks by following established risk management policies and procedures. We may also use derivatives to limit the effects of currency exchange rate fluctuations on financial results and manage the related cost of debt. We will not use derivatives for trading or speculative purposes.

Derivatives are measured at fair value and reported as assets and liabilities, as applicable. The accounting for changes in fair value depends on the intended use of the derivative, the resulting designation and the effectiveness of the instrument in offsetting the risk exposure it is designed to hedge. To qualify as a hedge, a derivative must be highly effective in offsetting the risk designated for hedging purposes. The hedge relationship must be formally documented at inception, detailing the particular risk management objective and strategy for the hedge. The effectiveness of the hedge relationship is evaluated on a retrospective and prospective basis.

The use of derivatives exposes us to counterparty credit risk. To mitigate such risks, we may only enter into agreements with financial institutions that meet stringent credit requirements. We regularly review our credit exposure and the creditworthiness of our counterparties. We have not seen a material change in the creditworthiness of our derivative counterparties.

Income Taxes

We recognize deferred tax assets and liabilities for the future tax consequences attributable to differences between the carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date of such change. A valuation allowance is provided when it is more likely than not that a deferred tax asset will not be realized. In estimating the necessity and amount of a valuation allowance, we consider all available evidence for each jurisdiction, including historical operating results, estimates of future taxable income and the feasibility of ongoing tax planning strategies. We adjust the valuation allowance through income tax expense when new information becomes available that would alter our determination of the amount of deferred tax assets that will ultimately be realized.

PITNEY BOWES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share amounts)

rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date of such change. A valuation allowance is provided when it is more likely than not that a deferred tax asset will not be realized. In estimating the necessity and amount of a valuation allowance, we consider all available evidence for each jurisdiction, including historical operating results, estimates of future taxable income and the feasibility of ongoing tax planning strategies. We adjust the valuation allowance through income tax expense when new information becomes available that would alter our determination of the amount of deferred tax assets that will ultimately be realized.

Earnings per Share

Basic earnings per share is computed ~~based~~by ondividing net income by the weighted-average number of common shares outstanding during the year. Diluted earnings per share is computed ~~based~~by dividing net income, adjusted on an if-converted basis if appropriate, by the weighted-average number of common shares outstanding ~~during~~plus the ~~year~~dilutive ~~plus~~impact of common stock equivalents and convertible securities outstanding during the ~~weighted-average~~period. potentially dilutive ~~effect~~impact of common stock equivalents is determined using the treasury stock method and the potentially dilutive impact of convertible senior notes is determined using the if-converted method.

We utilize the control number concept in the computation of diluted earnings per share to determine whether potential common stock equivalents are dilutive. The control number used is income from continuing operations. The control number concept requires that the same number of potentially dilutive securities applied in computing diluted earnings per share from continuing operations be applied to all other categories of income or loss, regardless of their anti-dilutive effect on such categories.

Translation of Non-U.S. Currency Amounts

InThe ~~general, the~~ functional currency of our foreign operations is the local currency. Assets and liabilities of subsidiaries operating outside the U.S. are translated at rates in effect at the end of the period and revenue and expenses are translated at average rates during the period. Net deferred translation gains and losses are included as a component of accumulated other comprehensive loss.

We maintain a number of short-term intercompany loans with and among our foreign entities that are denominated and settled in different currencies. We have elected to not hedge this foreign currency exposure and recognize non-cash gains and losses on the revaluation of these intercompany loans in selling, general and administrative expense.

Loss Contingencies

In the ordinary course of business, we are routinely defendants in, or party to, a number of pending and threatened legal actions. On a quarterly basis, we review the status of each significant matter and assess the potential financial exposure. If the potential loss from any claim or legal action is considered probable and can be reasonably estimated, we establish a liability for the estimated loss. If the reasonable estimate of a probable loss is in a range, and no amount within the range is a better estimate than any other amount, the minimum amount of the range is recorded. The assessment of the ultimate outcome of each claim or legal action and the determination of the potential financial exposure requires significant judgment. Estimates of potential liabilities for claims or legal actions are based only on information that is available at that time. As additional information becomes available, we may revise our estimates, and these revisions could have a material impact on our results of operations and financial position. Legal fees are expensed as incurred.

Accounting Pronouncements Adopted in ~~2024~~2025

In ~~March~~December ~~2020~~2023, the Financial Accounting Standards Board ("FASB") issued ASU ~~2020~~2023-0409, ~~Reference~~Income ~~Rate~~Taxes ~~Reform~~ (Topic ~~848~~740): ~~Facilitation~~Improvements ofto ~~the~~Income ~~Effects~~Tax ofDisclosures, ~~Reference~~which ~~Rate~~requires ~~Reform~~additional onincome ~~Financial~~tax ~~Reporting~~disclosures, including the rate reconciliation and taxes paid. ~~The~~We ~~adoption~~prospectively ofadopted this standard ~~did~~in ~~not~~the ~~have~~fourth anquarter ~~impact~~of on2025. ~~our~~See ~~consolidated~~Note ~~financial~~15 ~~statements~~to the Consolidated Financial Statements for further information.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. We adopted this standard in the fourth quarter of 2024. See Note 3 for further information.

Accounting Pronouncements Not Yet Adopted

In November ~~2024~~2025, the FASB issued ASU ~~2024~~2025-0308, ~~Income~~Financial ~~Statement~~Instruments - ~~Reporting~~Credit ~~Comprehensive~~Losses ~~Income - Expense Disaggregation Disclosures~~ (~~Subtopic~~Topic ~~220-40~~326): ~~Disaggregation~~Purchased ~~of Income Statement Expenses~~Loans, which ~~requires~~updates ~~more~~the ~~detailed~~accounting ~~information~~for ~~about specified categories of expenses included in~~ certain ~~expense~~acquired ~~captions~~seasoned ~~presented~~loans onsubject to the ~~face~~current ofexpected ~~the~~credit ~~income~~loss ~~statement~~model. This standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, ~~2027~~2026, with early adoption permitted. We are currently assessing the impact this standard will have on our ~~disclosures~~financial statements.

In ~~December~~September ~~2023~~2025, the FASB issued ASU ~~2023~~2025-0906, ~~Income~~Intangibles ~~Taxes~~- Goodwill and Other - Internal-Use Software (~~Topic~~Subtopic ~~740~~350-40): Targeted Improvements to ~~Income~~the ~~Tax~~Accounting ~~Disclosures~~for Internal-Use Software, which ~~requires~~updates ~~additional~~the ~~income~~timing ~~tax~~of ~~disclosures,~~recognition ~~including~~for ~~the~~internal-use ~~rate~~software ~~reconciliation and taxes paid~~costs. This standard is effective for ~~annual~~fiscal years beginning after December 15, 2027, and interim periods within fiscal years beginning after December 15, ~~2024~~2027, with early adoption permitted. We are currently assessing the impact this standard will have on our ~~disclosures~~financial statements.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides the option to elect a practical expedient to assume that the current

PITNEY BOWES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share amounts)

conditions as of the balance sheet date will remain unchanged for the remaining life of the asset when developing a reasonable and supportable forecast as part of estimating expected credit losses on those assets. This standard is effective for fiscal years beginning after December 15, 2025 and interim periods within fiscal years beginning after December 15, 2025. We are currently assessing the impact this standard will have on our financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires more detailed information about specified categories of expenses included in certain expense captions presented on the face of the income statement. This standard is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. We are currently assessing the impact this standard will have on our disclosures.

2. Revenue

Disaggregated Revenue

The following tables disaggregate our revenue by source and timing of recognition:

	Year Ended December 31, 2024
	Year Ended December 31, 2025
	SendTech Solutions		Presort Services		~~Other~~		Revenue from ~~products~~services and ~~services~~products		Revenue from leasing transactions and financing		Total consolidated revenue
Revenue from products and services
Revenue from services and products
Business services	$	139,309	$	662,587	$	84,145	$	886,041	$	—	$	886,041
Services	$	569,403	$	636,628			$	1,206,031	$	—	$	1,206,031
Support services	374,571		—		—		374,571		—		374,571
Products	212,768		—				212,768		151,941		364,709
Financing	—		—		—		—		269,893		269,893
Financing and other	—		—				—		321,889		321,889
Equipment sales	90,715		—		—		90,715		196,885		287,600
Subtotal	782,171		636,628				1,418,799		$	473,830	$	1,892,629
Supplies	143,245		—		—		143,245		—		143,245
Revenue from leasing transactions and financing	473,830		—				473,830
Rentals	—		—		—		—		65,248		65,248
Total revenue	$	1,256,001	$	636,628			$	1,892,629
Subtotal	747,840		662,587		84,145		1,494,572		$	532,026	$	2,026,598
Timing of revenue recognition from services and products
Revenue from leasing transactions and financing	532,026		—		—		532,026
Services/products transferred at a point in time	$	274,178	$	—			$	274,178
Total revenue	$	1,279,866	$	662,587	$	84,145	$	2,026,598
Services/products transferred over time	507,993		636,628				1,144,621
Timing of revenue recognition from products and services
Total	$	782,171	$	636,628			$	1,418,799
Products/services transferred at a point in time	$	296,691	$	—	$	—	$	296,691
Products/services transferred over time	451,149		662,587		84,145		1,197,881
Total	$	747,840	$	662,587	$	84,145	$	1,494,572

	Year Ended December 31, 2023
	Year Ended December 31, 2024
	SendTech Solutions		Presort Services		Other operations		Revenue from ~~products~~services and ~~services~~products		Revenue from leasing transactions and financing		Total consolidated revenue
Revenue from products and services
Revenue from services and products
Business services	$	106,594	$	617,599	$	133,453	$	857,646	$	—	$	857,646
Services	$	588,046	$	662,587	$	9,979	$	1,260,612	$	—	$	1,260,612
Support services	410,734		—		—		410,734		—		410,734
Products	233,960		—		—		233,960		196,885		430,845
Financing	—		—		—		—		271,197		271,197
Financing and other	—		—		—		—		335,141		335,141
Equipment sales	88,144		—		—		88,144		235,595		323,739
Subtotal	822,006		662,587		9,979		1,494,572		$	532,026	$	2,026,598
Supplies	147,709		—		—		147,709		—		147,709
Revenue from leasing transactions and financing	532,026		—		—		532,026
Rentals	—		—		—		—		67,900		67,900
Total revenue	$	1,354,032	$	662,587	$	9,979	$	2,026,598
Subtotal	753,181		617,599		133,453		1,504,233		$	574,692	$	2,078,925
Timing of revenue recognition from services and products
Revenue from leasing transactions and financing	574,692		—		—		574,692
Services/products transferred at a point in time	$	296,691	$	—	$	—	$	296,691
Total revenue	$	1,327,873	$	617,599	$	133,453	$	2,078,925
Services/products transferred over time	525,315		662,587		9,979		1,197,881
Timing of revenue recognition from products and services
Total	$	822,006	$	662,587	$	9,979	$	1,494,572
Products/services transferred at a point in time	$	306,415	$	—	$	—	$	306,415
Products/services transferred over time	446,766		617,599		133,453		1,197,818
Total	$	753,181	$	617,599	$	133,453	$	1,504,233

PITNEY BOWES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share amounts)

	Year Ended December 31, 2022
	Year Ended December 31, 2023
	SendTech Solutions		Presort Services		Other operations		Revenue from ~~products~~services and ~~services~~products		Revenue from leasing transactions and financing		Total consolidated revenue
Revenue from products and services
Revenue from services and products
Business services	$	230,654	$	602,016	$	362,112	$	1,194,782	$	—	$	1,194,782
Services	$	595,319	$	617,599	$	55,462	$	1,268,380	$	—	$	1,268,380
Support services	438,191		—		—		438,191		—		438,191
Products	235,853		—		—		235,853		235,595		471,448
Financing	—		—		—		—		274,508		274,508
Financing and other	—		—		—		—		339,097		339,097
Equipment sales	88,022		—		—		88,022		266,938		354,960
Subtotal	831,172		617,599		55,462		1,504,233		$	574,692	$	2,078,925
Supplies	154,186		—		—		154,186		—		154,186
Revenue from leasing transactions and financing	574,692		—		—		574,692
Rentals	—		—		—		—		66,256		66,256
Total revenue	$	1,405,864	$	617,599	$	55,462	$	2,078,925
Subtotal	911,053		602,016		362,112		1,875,181		$	607,702	$	2,482,883
Timing of revenue recognition from services and products
Revenue from leasing transactions and financing	607,702		—		—		607,702
Services/products transferred at a point in time	$	306,415	$	—	$	—	$	306,415
Total revenue	$	1,518,755	$	602,016	$	362,112	$	2,482,883
Services/products transferred over time	524,757		617,599		55,462		1,197,818
Timing of revenue recognition from products and services
Total	$	831,172	$	617,599	$	55,462	$	1,504,233
Products/services transferred at a point in time	$	318,439	$	—	$	—	$	318,439
Products/services transferred over time	592,614		602,016		362,112		1,556,742
Total	$	911,053	$	602,016	$	362,112	$	1,875,181

Our performance obligations for revenue from products and services are as follows:

~~Business~~Services ~~services~~revenue includes ~~mail~~revenues ~~processing~~from ~~services,~~digital shipping and mailing technology solutions and the maintenance, professional and subscription services related to those solutions, mail processing services and cross-border solutions. ~~Revenue~~Revenues for mail processing services and cross-border solutions are recognized over time using an output method based on the number of parcels or mail pieces either processed or delivered, depending on the service type, since that measure best depicts the value of goods and services transferred to the client over the contract period. Contract terms for these services initially range from one to five years and contain annual renewal options. Revenue for shipping subscription ~~solutions~~services is recognized ratably over the contract period as the client obtains equal benefit from these services throughout the period. Revenue for maintenance and subscription services is recognized ratably over the contract period, which ranges from one to five years, and revenue for professional services is recognized when services are provided.

~~Support~~Products ~~services~~revenue generally includes ~~providing~~the ~~maintenance,~~sale ~~professional~~of mailing and ~~subscription~~shipping ~~services for our~~ equipment and ~~digital~~related ~~mailing and shipping technology solutions~~supplies. ~~Contract~~We ~~terms~~recognize ~~range~~revenue ~~from~~upon ~~one~~delivery tofor ~~five~~self-install ~~years.~~equipment ~~Revenue~~and ~~for~~supplies ~~maintenance~~ and ~~subscription~~upon ~~services~~acceptance isor ~~recognized~~installation ~~ratably over the contract period and revenue~~ for ~~professional~~other ~~services is recognized when services are provided~~equipment.

~~Equipment~~Financing ~~sales~~and ~~generally~~other revenue includes ~~the~~revenue ~~sale~~from ~~of mailing and shipping equipment, excluding~~ sales-type ~~leases.~~and Weoperating ~~recognize~~leases, ~~revenue~~finance ~~upon~~income, ~~delivery~~fees ~~for~~and ~~self-install~~investment ~~equipment~~income, gains and ~~upon~~losses ~~acceptance~~at orthe ~~installation~~Pitney ~~for~~Bowes ~~other equipment~~Bank.

Supplies revenue includes revenue from the sale of supplies for our mailing equipment and is recognized upon delivery.

Revenue from leasing transactions and financing includes revenue from sales-type and operating leases, finance income, late fees and investment income, gains and losses at the Bank.

Advance Billings from Contracts with Customers

Balance Sheet Location

December 31, ~~2024~~2025

December 31, ~~2023~~2024

Increase/ (decrease)

Advance billings, current

Advance billings

63,~~732~~528

6963,~~295~~732

(~~5,563~~204)

Advance billings, noncurrent

Other noncurrent liabilities

~~159~~102

~~507~~159

(~~348~~57)

Advance billings are recorded when cash payments are due in advance of our performance. Revenue is recognized ratably over the contract term. Items in advance billings primarily relate to ~~support~~maintenance services on mailing equipment. Revenue recognized during the twelve months ended December 31, ~~2024~~2025 includes $4952 million of advance billings at the beginning of the period. ~~Advance~~Current advance billings, ~~current~~ at both December 31, ~~2024~~2025 and ~~2023~~2024 also includes $6 million ~~and $7 million, respectively,~~ from leasing transactions.

Future Performance Obligations

Future performance obligations primarily include maintenance and subscription services bundled with our leasing contracts. The transaction prices allocated to future performance obligations will be recognized as follows:


	2026		2027		2028-2030		Total
SendTech Solutions	$	249,451	$	185,279	$	207,734	$	642,464

These amounts do not include revenue for performance obligations under contracts with terms less than 12 months or revenue for performance obligations where revenue is recognized based on the amount billable to the customer.

PITNEY BOWES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share amounts)

Future Performance Obligations

			2025						2026						2027-2029						Total
SendTech Solutions			$	245,312					$	199,588					$	247,500					$	692,400

The table above does not include revenue for performance obligations under contracts with terms less than 12 months or revenue for performance obligations where revenue is recognized based on the amount billable to the customer.

3. Segment Information

Our reportable segments are SendTech Solutions and Presort Services. SendTech Solutions includes the revenue and related expenses from physical and digital mailing and shipping technology solutions, financing, services, supplies and other applications to help simplify and save on the sending, tracking and receiving of letters, parcels and flats. Presort Services includes the revenue and related expenses from sortation services to qualify large volumes of First Class Mail, First Class Flats, Marketing Mail and Marketing Mail Flats/Bound Printed Matter for postal worksharing discounts.

Other operations in 2024 and 2023 includes the revenue and related expenses of ~~our~~the operations and shared services of the former Global Ecommerce ~~reportable~~reporting segment that did not qualify for discontinued operations treatment. ~~These operations represent previous operations that were dissolved or sold, certain shared services functions and a cross-border services contract~~.

Management, including our Chief Executive Officer, who is the Chief Operating Decision Maker (CODM), measures segment profitability and performance using adjusted segment earnings before interest and taxes (EBIT). Adjusted segment EBIT is calculated by deducting from segment revenue the related costs and expenses attributable to the segment. Adjusted segment EBIT excludes interest, taxes, general corporate expenses, restructuring charges, goodwill impairment charges and other items not allocated to a particular business segment. ~~Costs related to shared assets are allocated to the relevant segments.~~ Management believes that adjusted segment EBIT provides investors a useful measure of operating performance and underlying trends of the business. Adjusted segment EBIT may not be indicative of our overall consolidated performance and therefore, should be read in conjunction with our consolidated results of operations. The following tables provide information about our reportable segments and a reconciliation of adjusted segment EBIT to income or loss from continuing operations before income taxes.

	Revenue
	Years Ended December 31,
	2024		2023		2022
	2025		2024		2023
SendTech Solutions	$	1,~~279~~256,~~866~~001	$	1,~~327~~354,~~873~~032	$	1,~~518~~405,~~755~~864
Presort Services	~~662~~636,~~587~~628		~~617~~662,~~599~~587		~~602~~617,~~016~~599
Total segment revenue	1,~~942~~892,~~453~~629		12,~~945~~016,~~472~~619		2,~~120~~023,~~771~~463
Other	84,145		133,453		362,112
Other operations	—		9,979		55,462
Total revenue	$	21,~~026~~892,~~598~~629	$	2,~~078~~026,~~925~~598	$	2,~~482~~078,~~883~~925
Geographic data:
United States	$	1,~~700~~594,~~864~~983	$	1,~~712~~700,~~079~~864	$	21,~~010~~712,~~052~~079
Outside United States	~~325~~297,~~734~~646		~~366~~325,~~846~~734		~~472~~366,~~831~~846
Total revenue	$	21,~~026~~892,~~598~~629	$	2,~~078~~026,~~925~~598	$	2,~~482~~078,~~883~~925

PITNEY BOWES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share amounts)

Years Ended December 31,

2024

2023

2022

2025

2024

2023

SendTech Solutions

Revenue

1,~~279~~256,~~866~~001

1,~~327~~354,~~873~~032

1,~~518~~405,~~755~~864

Less:

Cost of revenue

~~424~~422,~~472~~316

~~454~~479,~~176~~772

~~625~~517,~~762~~742

Operating expenses

~~453~~421,~~594~~496

~~465~~489,~~606~~509

~~491~~512,~~275~~740

Adjusted segment EBIT

~~401~~412,~~800~~189

~~408~~384,~~091~~751

~~401~~375,~~718~~382

Presort Services

Revenue

~~662~~636,~~587~~628

~~617~~662,~~599~~587

~~602~~617,~~016~~599

Less:

Cost of revenue

~~417~~398,~~741~~771

~~432~~417,~~229~~741

~~454~~432,~~923~~229

Operating expenses

7972,~~062~~580

7479,~~458~~062

6474,~~663~~458

Adjusted segment EBIT

165,~~784~~277

~~110~~165,~~912~~784

82110,~~430~~912

	Adjusted Segment EBIT
	Years Ended December 31,
	2024		2023		2022
	2025		2024		2023
SendTech Solutions	$	~~401~~412,~~800~~189	$	~~408~~384,~~091~~751	$	~~401~~375,~~718~~382
Presort Services	165,~~784~~277		~~110~~165,~~912~~784		82110,~~430~~912
Total adjusted segment EBIT	~~567~~577,~~584~~466		~~519~~550,~~003~~535		~~484~~486,~~148~~294
Reconciling items:
Other operations	~~(4,232)~~—		(~~354~~12,821)		48(2,~~020~~625)
Interest expense, net	(~~173~~149,~~694~~156)		(~~162~~173,~~050~~694)		(~~139~~162,~~095~~050)
Corporate expenses	(~~178~~116,~~141~~173)		(~~210~~152,~~931~~503)		(~~204~~175,~~251~~951)
Restructuring charges	(7658,~~915~~392)		(5276,~~412~~915)		(1752,~~208~~412)
Pension settlement	~~(91,339)~~—		—(91,339)		—
Impairment charges	(~~10,000~~268)		(~~123~~10,~~574~~000)		—(123,574)
Gain on sale of assets	—		—		14,372
(Loss) gain on debt redemption/refinancing	(14,072)		(10,892)		3,064
Gain on sale of businesses, including transaction costs	—		—		7,659
Proxy solicitation fees	—		—		(10,905)
(Loss) gain on debt redemption/refinancing	(10,892)		3,064		(4,993)
Foreign currency (loss) gain on intercompany loans	(21,944)		10,243		(5,761)
Proxy solicitation fees	—		(10,905)		—
Charges in connection with Ecommerce Restructuring	(12,758)		(67,831)		—
Foreign currency gain (loss) on intercompany loans	10,243		(5,761)		—
Transaction and Strategic review costs	(12,179)		(17,110)		—
Charges in connection with Ecommerce Restructuring	(67,831)		—		—
Income (loss) from continuing operations before income taxes	$	192,524	$	(52,327)	$	(43,920)
Strategic review costs	(17,110)		—		—
(Loss) income from continuing operations before income taxes	$	(52,327)	$	(43,920)	$	188,652


	Depreciation and amortization
	Years Ended December 31,
	2025		2024		2023
SendTech Solutions	45,524		45,868		46,979
Presort Services	37,029		35,825		33,642
Total reportable segments	82,553		81,693		80,621
Corporate	29,022		32,276		30,119
Other operations	—		516		1,984
Total depreciation and amortization	$	111,575	$	114,485	$	112,724

PITNEY BOWES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share amounts)

	Depreciation and amortization
	Capital expenditures
	Years Ended December 31,
	2024		2023		2022
	2025		2024		2023
SendTech Solutions	~~39,992~~$	42,573	~~37,981~~$	44,351	~~37,164~~$	44,975
Presort Services	3514,~~825~~026		3311,~~642~~011		2811,~~039~~182
Total reportable segments	7556,~~817~~599		7155,~~623~~362		6556,~~203~~157
Corporate	329,~~276~~679		3013,~~119~~829		2718,~~992~~099
Other operations	~~6,392~~—		103,~~982~~212		173,~~971~~853
Total depreciation and amortization	$	114,485	$	112,724	$	111,166
Total capital expenditures	$	66,278	$	72,403	$	78,109

	Capital expenditures
	Assets
	Years Ended December 31,
	December 31,
	2024		2023		2022
	2025		2024		2023
SendTech Solutions	$	441,~~351~~963,310	$	441,~~975~~981,753	$	392,~~505~~081,199
Presort Services	11485,~~011~~877		11478,~~182~~420		23500,~~363~~757
Total reportable segments	552,~~362~~449,187		562,~~157~~460,173		622,~~868~~581,956
Corporate	13,829		18,099		16,683
Cash and cash equivalents	284,887		469,726		600,054
Other operations	3,212		3,853		3,078
Short-term investments	12,232		16,374		22,166
Total capital expenditures	$	72,403	$	78,109	$	82,629
Long-term investments	204,876		190,436		250,240
Other corporate assets	217,769		260,807		285,328
Assets of discontinued operations	—		—		532,441
Consolidated assets	$	3,168,951	$	3,397,516	$	4,272,185

	Assets
Identifiable long-lived assets:
	December 31,
United States	$	303,039	$	345,457	$	390,471
	2024		2023		2022
Outside United States	13,924		11,143		13,682
SendTech Solutions	$	1,981,359	$	2,081,199	$	2,062,675
Total	$	316,963	$	356,600	$	404,153
Presort Services	478,420		500,757		510,345
Total reportable segments	2,459,779		2,581,956		2,573,020
Cash and cash equivalents	469,726		600,054		668,331
Short-term investments	16,374		22,166		11,172
Long-term investments	190,436		250,240		259,977
Other corporate assets	261,201		285,328		535,832
Assets of discontinued operations	—		532,441		693,023
Consolidated assets	$	3,397,516	$	4,272,185	$	4,741,355

Identifiable long-lived assets:
United States	$	345,457	$	390,471	$	428,980
Outside United States	11,143		13,682		13,934
Total	$	356,600	$	404,153	$	442,914

PITNEY BOWES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share amounts)

4. Discontinued Operations

On August 8, 2024, we entered into a series of transactions designed to facilitate an orderly wind-down of a majority of the Company’s Global Ecommerce reporting segment. In connection with the wind-down, an affiliate of Hilco Commercial Industrial, LLC (“Hilco”) subscribed for 81% of the voting interests in the subsidiary, DRF Logistics, LLC owning a majority of the Global Ecommerce segment’s net assets and operations (DRF Logistics, LLC and its subsidiary, DRF LLC, the “Ecommerce Debtors”) for de minimis consideration (the “GEC Sale”), with a subsidiary of Pitney Bowes retaining 19% of the voting interests and 100% of the economic interests. Immediately prior to the GEC Sale, we had various intercompany receivables with the Ecommerce Debtors with an aggregate value of $116 million. After the GEC Sale, those intercompany receivables were converted to third party receivables, for which we have ascribed a fair value of zero. Subsequent collections, if any, will be recorded when received or collection is assured.

Subsequent to the GEC Sale, the Ecommerce Debtors, at the direction of their own governing bodies, filed petitions to commence Chapter 11 bankruptcy cases and conduct an orderly wind-down of the Ecommerce Debtors (the “GEC Chapter 11 Cases”). As a result of the GEC Chapter 11 Cases, the Company determined that it no longer had control of the Ecommerce Debtors and therefore, the Ecommerce Debtors were deconsolidated. We refer to the GEC Sale, the GEC Chapter 11 Cases and any associated transactions as the “Ecommerce Restructuring”.

InOn ~~connection~~November ~~with~~25, 2024, the ~~GEC~~Bankruptcy ~~Chapter~~Court 11confirmed ~~Cases,~~the weEcommerce ~~entered~~Debtors’ ~~into~~Third aAmended ~~Restructuring~~Joint ~~Support~~Plan ~~Agreement~~of Liquidation (the “~~RSA~~Plan”) ~~with~~and ~~the~~on ~~Ecommerce~~December ~~Debtors.~~9, ~~The RSA provides for~~2024, ~~among~~the ~~other~~Plan ~~things,~~became aneffective ~~orderly~~in ~~wind-down~~accordance ofwith ~~the~~its ~~Ecommerce Debtors~~terms, ~~shared~~substantially ~~services~~consummating ~~between~~ the ~~Company~~separation ~~and the Ecommerce Debtors for a period~~ of ~~time, a global settlement between~~ the Company ~~and~~from the Ecommerce Debtors~~, and a senior secured, super-priority debtor-in-possession term loan (the “DIP Facility”) in an aggregate principal amount of up to $47 million~~. ~~We provided funding under the DIP Facility of $28 million, which was fully reserved.~~

In ~~addition,~~connection with the ~~Company~~GEC ~~and~~Chapter ~~the~~11 ~~Ecommerce~~Cases, ~~Debtors~~we ~~entered~~provided ~~into~~ a ~~master~~senior ~~settlement~~secured, ~~agreement~~super-priority debtor-in-possession term loan (the “~~Settlement~~DIP ~~Agreement~~Facility”), ~~which~~to ~~contemplates~~ the ~~separation~~Ecommerce Debtors and provided initial funding of ~~the~~$28 million. ~~relationship~~Through ~~and~~December ~~transactions~~31, ~~among~~2025, ~~the~~we've ~~Company~~received ~~and~~repayments ~~its~~of ~~subsidiaries~~$20 million. ~~and~~The ~~the~~remaining ~~Ecommerce~~unpaid ~~Debtors,~~balance ~~including~~on the ~~settlement~~DIP ~~and~~Facility ~~release~~is offully ~~claims~~reserved ~~the~~and ~~Ecommerce~~any ~~Debtors~~future ~~may~~repayments ~~have~~will ~~against~~be ~~the~~recorded ~~Company~~as income.

OnWe ~~November~~account ~~25,~~for ~~2024,~~ the ~~Bankruptcy~~investment ~~Court~~in ~~confirmed~~ the Ecommerce Debtors’ ~~Third~~using ~~Amended~~the ~~Joint~~equity ~~Plan~~method, ofbut ~~Liquidation~~have ~~(the~~ascribed ~~“Plan”)~~a ~~which~~fair ~~incorporated~~value ~~the terms~~ of ~~the~~our ~~RSA~~economic ~~and~~interest ~~approved~~in the ~~Settlement~~Ecommerce ~~Agreement.~~Debtors Onof ~~December~~zero. 9,We ~~2024~~do ~~(the~~not ~~“Effective~~anticipate ~~Date”),~~receiving ~~the~~any ~~Plan~~recovery ~~became~~or ~~effective~~distribution infrom ~~accordance~~our ~~with~~economic ~~its~~equity ~~terms,~~interest ~~substantially~~and ~~consummating~~remain ~~the~~exposed ~~separation~~to of the ~~Company~~economic ~~from~~risks ~~the~~and ~~Ecommerce~~continued ~~Debtors.~~costs Inapplicable ~~December~~to ~~2024,~~ the ~~Company~~Ecommerce ~~received~~Debtors ~~$11 million~~through asour ainvestment ~~partial~~in ~~repayment of~~ the DIP Facility. ~~The remaining balance on the DIP Facility is fully reserved and any future distributions will be recorded as income in the period received.~~

We account for the investment in the Ecommerce Debtors using the equity method which requires the initial fair value of the investment to be recorded as an asset. We determined that the fair value of our economic interest in the Ecommerce Debtors was zero and is therefore not reflected in our consolidated balance sheet. While we no longer control the management of the Ecommerce Debtors, we retain an economic equity interest therein; however, such interest is not anticipated to receive any recovery or distribution as part of the Ecommerce Restructuring. We nevertheless remain exposed to the economic risks and continued costs applicable to the Ecommerce Debtors through our investment in the DIP Facility.

Financial information of discontinued operations is as follows:

~~Years Ended December 31,~~

Years Ended December 31,

~~2024~~

~~2023~~2024

~~2022~~2023

Revenue

~~728,462~~

1728,~~187,423~~462

1,~~055~~187,~~159~~423

Cost of revenue

~~737,856~~

1737,~~195,975~~856

1,~~076~~195,~~079~~975

Selling, general and administrative

~~105,909~~

~~115~~105,~~652~~909

~~120~~115,~~024~~652

Goodwill impairment

—

~~215,610~~—

—215,610

Other

~~12,589~~

2212,~~769~~589

722,~~828~~769

Total costs and expenses

~~856,354~~

1856,~~550,006~~354

1,~~203~~550,~~931~~006

Loss from discontinued operations

~~(127,892)~~

(~~362~~127,~~583~~892)

(~~148~~362,~~772~~583)

Loss on sale

~~(213,842)~~

—(213,842)

—

Loss from discontinued operations before taxes

~~(341,734)~~

(~~362~~341,~~583~~734)

(~~148~~362,~~772~~583)

Tax benefit

~~(35,635)~~

(3835,~~223~~635)

(4038,~~016~~223)

Loss from discontinued operations, net of tax

~~(306,099)~~

(~~324~~306,~~360~~099)

(~~108~~324,~~756~~360)

PITNEY BOWES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share amounts)

The major categories of assets and liabilities included in assets of discontinued operations and liabilities of discontinued operations are as follows:

	December 31, 2023
Cash and cash equivalents	$	999
Accounts and other receivables, net	141,993
Inventories	7,005
Other current assets and prepayments	16,269
Property, plant and equipment, net	129,550
Intangible assets, net	41,850
Operating lease assets	183,467
Other assets	11,308
Assets of discontinued operations	$	532,441
Accounts payable and accrued liabilities	$	46,057
Current operating lease liabilities	30,187
Advance billings	12,829
Noncurrent operating lease liabilities	151,413
Other noncurrent liabilities	16,620
Liabilities of discontinued operations	$	257,106

5. Earnings per Share (EPS)

The calculations of basic and diluted EPS are presented below. The sum of EPS amounts may not equal the totals due to rounding.

	Years Ended December 31,
	2024		2023		2022
	2025		2024		2023
Numerator:
Income (loss) from continuing operations	$	~~102~~144,~~502~~697	$	~~(61~~102,~~267)~~502	$	~~145~~(61,~~696~~267)
Loss from discontinued operations, net of tax	~~(306,099)~~—		(~~324~~306,~~360~~099)		(~~108~~324,~~756~~360)
Net (loss) income attributable to common stockholders (numerator for EPS)	$	(203,597)	$	(385,627)	$	36,940
Net income (loss)	$	144,697	$	(203,597)	$	(385,627)
Denominator:
Weighted-average shares used in basic EPS	~~179~~171,~~510~~605		~~175~~179,~~640~~510		~~173~~175,~~912~~640
Dilutive effect of common stock equivalents	31,~~016~~435		—3,016		~~3,340~~—
Weighted-average shares used in diluted EPS	~~182~~173,~~526~~040		~~175~~182,~~640~~526		~~177~~175,~~252~~640
Basic earnings (loss) per share:
Continuing operations	$	0.5784	$	(0.~~35)~~57	$	(0.8435)
Discontinued operations	~~(1.71)~~—		(1.8571)		(01.6385)
Net (loss) income	$	(1.13)	$	(2.20)	$	0.21
Net income (loss)	$	0.84	$	(1.13)	$	(2.20)
Diluted earnings (loss) per share:
Continuing operations	$	0.5684	$	(0.~~35)~~56	$	(0.8235)
Discontinued operations	~~(1.68)~~—		(1.8568)		(01.6185)
Net (loss) income	$	(1.12)	$	(2.20)	$	0.21
Net income (loss)	$	0.84	$	(1.12)	$	(2.20)
Common stock equivalents excluded from calculation of diluted earnings per share because their impact would be anti-dilutive:	~~8,129~~		~~13,467~~		~~10,234~~
Stock-based compensation awards	4,646		8,129		13,467
Convertible senior notes	16,135		—		—
Total	20,781		8,129		13,467

6. Inventories

Inventories consisted of the following:


	December 31,
	2025		2024
Raw materials	$	28,967	$	20,405
Supplies and service parts	16,359		15,095
Finished products	20,915		24,336


Total inventories	$	66,241	$	59,836

PITNEY BOWES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share amounts)

6. Inventories

Inventories consisted of the following:

	December 31,
	2024		2023
Raw materials	$	20,405	$	21,201
Supplies and service parts	15,095		18,517
Finished products	24,336		23,330
Total inventories	$	59,836	$	63,048

7. Finance Assets and Lessor Operating Leases

Finance Assets

All finance receivables are in our SendTech Solutions segment. We segregate our finance receivables into a North America portfolio and International portfolio. Finance receivables consisted of the following:

December 31, 2024

December 31, 2023

December 31, 2025

December 31, 2024

North America

International

Total

North America

International

Total

Sales-type lease receivables

Gross finance receivables

~~946~~870,~~294~~453

~~120~~114,~~109~~080

1984,~~066,403~~533

~~987~~946,~~743~~294

~~143~~120,~~466~~109

1,~~131~~066,~~209~~403

Unguaranteed residual values

3633,~~361~~047

56,~~890~~063

4239,~~251~~110

3836,~~059~~361

75,~~211~~890

4542,~~270~~251

Unearned income

(~~257~~255,~~971~~754)

(34,~~674~~736)

(~~292~~290,~~645~~490)

(~~253~~257,~~711~~971)

(4234,~~847~~674)

(~~296~~292,~~558~~645)

Allowance for credit losses

(1210,~~659~~281)

(21,~~324~~947)

(1412,~~983~~228)

(1312,~~942~~659)

(2,~~786~~324)

(1614,~~728~~983)

Net investment in sales-type lease receivables

~~712~~637,~~025~~465

8983,~~001~~460

~~801~~720,~~026~~925

~~758~~712,~~149~~025

~~105~~89,~~044~~001

~~863~~801,~~193~~026

Loan receivables

~~334~~384,~~717~~846

162,~~874~~152

~~351~~386,~~591~~998

~~342~~334,~~062~~717

1716,~~865~~874

~~359~~351,~~927~~591

Allowance for credit losses

(6,~~549~~334)

(~~144~~14)

(6,~~693~~348)

(6,~~346~~549)

(~~153~~144)

(6,~~499~~693)

Net investment in loan receivables

~~328~~378,~~168~~512

162,~~730~~138

~~344~~380,~~898~~650

~~335~~328,~~716~~168

1716,~~712~~730

~~353~~344,~~428~~898

Net investment in finance receivables

1,~~040~~015,~~193~~977

~~105~~85,~~731~~598

1,~~145~~101,~~924~~575

1,~~093~~040,~~865~~193

~~122~~105,~~756~~731

1,~~216~~145,~~621~~924

Maturities of finance receivables at December 31, ~~2024~~2025 were as follows:

	Sales-type Lease Receivables						Loan Receivables
	North America		International		Total		North America		International		Total
2025	$	354,202	$	65,266	$	419,468	$	268,359	$	16,874	$	285,233
2026	$	342,867	$	46,463	$	389,330	$	247,693	$	2,152	$	249,845
2026	273,633		27,285		300,918		31,170		—		31,170
2027	255,789		32,589		288,378		61,348		—		61,348
2027	186,094		16,062		202,156		22,963		—		22,963
2028	160,119		20,113		180,232		42,587		—		42,587
2028	97,912		7,834		105,746		9,936		—		9,936
2029	81,720		10,848		92,568		25,247		—		25,247
2029	32,824		3,212		36,036		2,232		—		2,232
2030	27,706		3,493		31,199		7,307		—		7,307
Thereafter	12,~~629~~252		~~450~~574		2,~~079~~826		57664		—		57664
Total	$	~~946~~870,~~294~~453	$	~~120~~114,~~109~~080	$	1984,~~066,403~~533	$	~~334~~384,~~717~~846	$	162,~~874~~152	$	~~351~~386,~~591~~998

PITNEY BOWES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share amounts)

Allowance for Credit Losses

Activity in the allowance for credit losses on finance receivables was as follows:

	Allowance for Credit Losses
	Sales-type Lease Receivables				Loan Receivables
	NorthAmerica		International		NorthAmerica		International		Total
Balance at December 31, 2021	$	19,546	$	3,246	$	3,259	$	167	$	26,218
Balance at December 31, 2022	$	14,131	$	2,893	$	4,787	$	139	$	21,950
Amounts charged to expense	(2,476)		712		3,992		288		2,516
Write-offs	(6,043)		(791)		(4,903)		(295)		(12,032)
Recoveries	3,184		39		2,447		1		5,671
Other	(80)		(313)		(8)		(22)		(423)
Balance at December 31, 2022	14,131		2,893		4,787		139		21,950
Amounts charged to expense	2,096		1,178		4,847		389		8,510
Write-offs	(4,757)		(1,448)		(5,182)		(391)		(11,778)
Recoveries	2,454		181		1,893		—		4,528
Other	18		(18)		1		16		17
FX impact	18		(18)		1		16		17
Balance at December 31, 2023	13,942		2,786		6,346		153		23,227
Amounts charged to expense	1,176		450		5,363		382		7,371
Write-offs	(4,233)		(870)		(6,587)		(379)		(12,069)
Recoveries	1,635		178		1,801		—		3,614
Other	139		(220)		(374)		(12)		(467)
FX impact	139		(220)		(374)		(12)		(467)
Balance at December 31, 2024	$12,659	~~12,659~~	$2,324	~~2,324~~	$6,549	~~6,549~~	$144	~~144~~	$21,676	~~21,676~~
Amounts charged to expense	830		(25)		4,018		277		5,100
Write-offs	(5,529)		(646)		(5,058)		(419)		(11,652)
Recoveries	2,244		169		819		—		3,232
FX impact	77		125		6		12		220
Balance at December 31, 2025	$	10,281	$	1,947	$	6,334	$	14	$	18,576

The table below shows write-offs of gross finance receivables by year of origination.


	December 31, 2025
	Sales Type Lease Receivables												Loan Receivables		Total
	2025		2024		2023		2022		2021		Prior
Write-offs	$	296	$	1,041	$	1,439	$	1,672	$	1,129	$	598	$	5,477	$	11,652


	December 31, 2024
	Sales Type Lease Receivables												Loan Receivables		Total
	2024		2023		2022		2021		2020		Prior
Write-offs	$	144	$	1,104	$	1,702	$	1,063	$	749	$	341	$	6,966	$	12,069


	December 31, 2023
	Sales Type Lease Receivables												Loan Receivables		Total
	2023		2022		2021		2020		2019		Prior
Write-offs	$	883	$	1,680	$	1,551	$	1,079	$	619	$	393	$	5,573	$	11,778

Aging of Receivables

The aging of gross finance receivables was as follows:

	December 31, 2024
	Sales-type Lease Receivables				Loan Receivables
	NorthAmerica		International		NorthAmerica		International		Total
Past due amounts 0 - 90 days	$	932,948	$	117,908	$	331,411	$	16,809	$	1,399,076
Past due amounts > 90 days	13,346		2,201		3,306		65		18,918
Total	$	946,294	$	120,109	$	334,717	$	16,874	$	1,417,994

PITNEY BOWES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share amounts)

	December 31, 2023
	Sales-type Lease Receivables				Loan Receivables
	NorthAmerica		International		NorthAmerica		International		Total
Past due amounts 0 - 90 days	$	977,744	$	140,857	$	339,789	$	17,664	$	1,476,054
Past due amounts > 90 days	9,999		2,609		2,273		201		15,082
Total	$	987,743	$	143,466	$	342,062	$	17,865	$	1,491,136

Aging of Receivables

The aging of gross finance receivables was as follows:


	December 31, 2025
	Sales-type Lease Receivables				Loan Receivables
	North America		International		North America		International		Total
Past due amounts 0 - 90 days	$	861,059	$	111,809	$	382,697	$	1,746	$	1,357,311
Past due amounts > 90 days	9,394		2,271		2,149		406		14,220
Total	$	870,453	$	114,080	$	384,846	$	2,152	$	1,371,531


	December 31, 2024
	Sales-type Lease Receivables				Loan Receivables
	North America		International		North America		International		Total
Past due amounts 0 - 90 days	$	932,948	$	117,908	$	331,411	$	16,809	$	1,399,076
Past due amounts > 90 days	13,346		2,201		3,306		65		18,918
Total	$	946,294	$	120,109	$	334,717	$	16,874	$	1,417,994

Credit Quality

The extension of credit and management of credit lines to new and existing clients uses a combination of a client's credit score, where available, a detailed manual review of their financial condition and payment history or an automated process. Once credit is granted, the payment performance of the client is managed through automated collections processes and is supplemented with direct follow up should an account become delinquent. We have robust automated collections and extensive portfolio management processes to ensure that our global strategy is executed, collection resources are allocated and enhanced tools and processes are implemented as needed.

Over 8590% of our finance receivables are within our North American portfolio. We use a third party to score the majority of this portfolio on a quarterly basis using a proprietary credit score. The relative scores are determined based on a number of factors, including financial information, payment history, company type and ownership structure. We stratify the credit scores of our clients into low, medium and high-risk accounts. Due to timing and other issues, our entire portfolio may not be scored at period end. We report these amounts as "Not Scored"; however, absence of a score is not indicative of the credit quality of the account. The credit score is used to predict client payment behaviors and the probability that an account will become greater than 90 days past due during the subsequent 12-month period.

•Low risk accounts are companies with very good credit scores and a predicted delinquency rate of less than 5%.

•Medium risk accounts are companies with average to good credit scores and a predicted delinquency rate between 5% and 10%.

•High risk accounts are companies with poor credit scores, are delinquent or are at risk of becoming delinquent. The predicted delinquency rate would be greater than 10%.

We do not use a third party to score our International portfolio because the cost to do so is prohibitive as there is no single credit score model that covers all countries. Accordingly, the entire International portfolio is reported in the Not Scored category. ~~This portfolio comprises less than 15% of total finance receivables.~~ Most of the International credit applications are ~~small dollar applications (i.e. below $50 thousand) and are~~ subjected to an automated review process., ~~Larger~~while larger dollar value credit applications are manually reviewed, which includes obtaining client financial information, credit reports and other available information.

The table below shows gross finance receivables by relative risk class and year of origination based on the relative scores of the accounts within each class as of December 31, ~~2024~~2025 and ~~2023~~2024.

Sales Type Lease Receivables

Loan Receivables

Total

2024

2023

2022

2021

2020

Prior

2025

2024

2023

2022

2021

Prior

Low

~~188~~150,~~847~~688

~~210~~153,~~547~~596

~~163~~153,~~892~~844

~~104~~106,~~269~~037

6676,~~673~~774

4276,~~586~~956

~~273~~336,~~736~~943

1,~~050~~054,~~550~~838

Medium

3127,~~970~~793

3128,~~839~~927

2627,~~652~~310

1918,~~180~~950

1012,~~556~~719

1012,~~512~~754

3429,~~376~~701

~~165~~158,~~085~~154

High

42,~~633~~798

42,~~488~~974

32,~~753~~555

2,~~415~~076

21,~~038~~214

~~684~~1,451

114,~~826~~998

2918,~~837~~066

Not Scored

49,~~835~~845

3832,~~659~~817

2823,~~250~~710

1712,~~131~~157

54,~~400~~531

12,~~594~~057

3115,~~653~~356

~~172~~140,~~522~~473

Total

~~275~~231,~~285~~124

~~285~~218,~~533~~314

~~222~~207,~~547~~419

~~142~~139,~~995~~220

8495,~~667~~238

5593,~~376~~218

~~351~~386,~~591~~998

1,~~417~~371,~~994~~531

PITNEY BOWES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share amounts)

	Sales Type Lease Receivables												Loan Receivables		Total
	2023		2022		2021		2020		2019		Prior
	2024		2023		2022		2021		2020		Prior
Low	$	~~261~~188,~~583~~847	$	~~222~~210,~~947~~547	$	~~155~~163,~~193~~892	$	96104,~~986~~269	$	4666,~~635~~673	$	2742,~~164~~586	$	~~264~~273,~~232~~736	$	1,~~074~~050,~~740~~550
Medium	4631,~~208~~970		3531,~~891~~839		2426,~~483~~652		1619,~~027~~180		10,~~503~~556

Filing Compare · PITNEY BOWES INC /DE/