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Pitney Bowes Inc. Announces Pricing of $200 Million Offering of Convertible Senior Notes

STAMFORD, Conn.--(BUSINESS WIRE)-- Pitney Bowes Inc. (NYSE:PBI) (鈥淧itney Bowes鈥� or, the 鈥淐ompany鈥�) today announced the pricing of its private offering (the 鈥淥ffering鈥�) of $200 million aggregate principal amount of 1.50% convertible senior notes due 2030 (the 鈥淐onvertible Notes鈥�) in a private placement under the Securities Act of 1933, as amended (the 鈥淪ecurities Act鈥�). In connection with the offering of the Convertible Notes, the Company has granted the initial purchasers of the Convertible Notes an option to purchase, within a 13-day period from, and including, the date on which the Convertible Notes are first issued, up to an additional $30 million aggregate principal amount of the Convertible Notes. The sale of the Convertible Notes and the capped call transactions described below are expected to close on August 8, 2025, subject to the satisfaction of customary closing conditions.

The Company estimates that the net proceeds from the offering will be approximately $192.4 million (or approximately $221.4 million if the initial purchasers exercise their option to purchase additional Convertible Notes in full), after deducting the initial purchasers鈥� discounts and commissions and estimated offering expenses payable by the Company. The Company intends to use approximately $21.5 million of the net proceeds from the offering of the Convertible Notes to fund the cost of entering into the capped call transactions described below in connection with the offering. If the initial purchasers of the Convertible Notes exercise their option to purchase additional Convertible Notes, the Company expects to use a portion of the net proceeds from the sale of the additional Convertible Notes to enter into additional capped call transactions with the option counterparties described below.

In addition, the Company expects to use approximately $61.9 million of the net proceeds from the offering to repurchase shares of the Company鈥檚 common stock concurrently with the pricing of the offering in privately negotiated transactions effected with or through one of the initial purchasers or its affiliate. The Company expects to use any remainder of the net proceeds from the offering for general corporate purposes and other strategic investments that align with the Company鈥檚 capital strategy, which may include reinvestments in the Company鈥檚 business, the repayment or refinancing of debt and other initiatives designed to reduce the Company鈥檚 leverage or average borrowing cost.

The Convertible Notes will be senior unsecured obligations of the Company and will be guaranteed fully, unconditionally, and jointly and severally by each of the Company鈥檚 existing and future wholly owned U.S. subsidiaries that guarantees the Company鈥檚 existing credit agreement, existing senior notes or any other series of capital markets debt with an aggregate principal amount outstanding in excess of $150.0 million. The Convertible Notes will accrue interest at a rate of 1.50% per annum, payable semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15, 2026. The Convertible Notes will mature on August 15, 2030 unless earlier repurchased, redeemed or converted. Prior to May 15, 2030, the Convertible Notes will be convertible only upon satisfaction of certain conditions and during certain periods, and, thereafter, the notes will be convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. The Company will settle conversions of the Convertible Notes by paying cash up to the aggregate principal amount of the Convertible Notes to be converted and delivering shares of its common stock in respect of the remainder, if any, of its conversion obligation in excess of the aggregate principal amount of the Convertible Notes being converted.

The conversion rate will initially be 70.1533 shares of common stock per $1,000 principal amount of Convertible Notes (equivalent to an initial conversion price of approximately $14.25 per share of common stock). The initial conversion price of the Convertible Notes represents a premium of approximately 27.5% to the $11.18 closing price of the Company鈥檚 common stock on the New York Stock Exchange on August 5, 2025. The conversion rate will be subject to adjustment in certain circumstances. In addition, following certain corporate events that occur prior to the maturity date or the Company鈥檚 delivery of a notice of redemption, the Company will increase, in certain circumstances, the conversion rate for a holder who elects to convert its Convertible Notes in connection with such a corporate event or notice of redemption, as the case may be.

The Company may not redeem the Convertible Notes prior to August 21, 2028. The Company may redeem for cash all or any portion of the Convertible Notes, at its option, on or after August 21, 2028, if the last reported sale price of the Company鈥檚 common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

If the Company undergoes a fundamental change (as defined in the indenture governing the Convertible Notes), subject to certain conditions, holders may require the Company to repurchase for cash all or part of their Convertible Notes at a repurchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.

In connection with the pricing of the Convertible Notes, the Company entered into privately negotiated capped call transactions with certain of the initial purchasers of the Convertible Notes or their respective affiliates and certain other financial institutions (the 鈥渙ption counterparties鈥�). The capped call transactions are expected generally to reduce potential dilution to the Company鈥檚 common stock upon any conversion of notes, with such reduction subject to a cap. The cap price of the capped call transactions will initially be $22.36 per share, which represents a premium of 100% over the last reported sale price of the Company鈥檚 common stock of $11.18 per share on the New York Stock Exchange on August 5, 2025, and will be subject to customary anti-dilution adjustments.

In connection with establishing their initial hedges of the capped call transactions, the Company expects the option counterparties or their respective affiliates to purchase shares of the Company鈥檚 common stock and/or enter into various derivative transactions with respect to the Company鈥檚 common stock concurrently with or shortly after the pricing of the Convertible Notes. This activity could increase (or reduce the size of any decrease in) the market price of the Company鈥檚 common stock or the Convertible Notes at that time.

In addition, the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to the Company鈥檚 common stock and/or purchasing or selling shares of the Company鈥檚 common stock or other securities of the Company in secondary market transactions following the pricing of the Convertible Notes and prior to the maturity of the Convertible Notes (and are likely to 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 or avoid an increase or a decrease in the market price of the Company鈥檚 common stock or the Convertible Notes, which could affect a noteholder鈥檚 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 a noteholder will receive upon conversion of its Convertible Notes.

In connection with the concurrent share repurchase described above, the Company has agreed to repurchase shares of its common stock sold short by initial investors in the offering in privately negotiated transactions effected with or through one of the initial purchasers or its affiliate at a purchase price per share equal to the last reported sale price per share of the Company鈥檚 common stock on August 5, 2025, which was $11.18 per share. These repurchases could increase (or reduce the size of any decrease in) the market price of the Company鈥檚 common stock or the Convertible Notes. This activity could affect the market price of the Company鈥檚 common stock prior to, concurrently with or shortly after the pricing of the Convertible Notes, and could result in a higher effective conversion price for the Convertible Notes.

The offering is being made to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. Any offers of the Convertible Notes will be made only by means of a private offering memorandum. None of the Convertible Notes, the related guarantees or any shares of the common stock issuable upon conversion of the Convertible Notes have been or are expected to be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States or to U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

This press release shall not constitute an offer to sell or a solicitation of an offer to purchase the Convertible Notes or any other securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

About Pitney Bowes

Pitney Bowes (NYSE: PBI) is a technology-driven products and services company that provides SaaS shipping solutions, mailing innovation, and financial services to clients around the world 鈥� 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. For the latest news, corporate announcements, and financial results, visit . For additional information, visit Pitney Bowes at .

Forward-Looking Statements

This press release contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements concerning the timing and completion of the offering of the Convertible Notes, the concurrent share repurchase and the capped call transactions and the anticipated use of proceeds from the offering. Words such as 鈥渆stimate,鈥� 鈥渂elieve,鈥� 鈥渆xpect,鈥� 鈥渁nticipate,鈥� 鈥渋ntend鈥� and similar expressions may identify such forward-looking statements. Investors are cautioned that any such forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties, and that actual results, developments or events may differ materially from those in the forward-looking statements as a result of various factors, including financial community perceptions of the Company and its business, operations, financial condition and the industries in which it operates and the other factors as more fully outlined in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 and other reports filed with the Securities and Exchange Commission during 2025.

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Source: Pitney Bowes Inc.