PBI 10-K & 10-Q changes, risk factors and insider trading
Pitney Bowes Inc. (also PBI-PB) · NYSE · Office Machines, Nec · CIK 78814 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Our indebtedness and the terms of our debt agreements could limit our financial and operating flexibility and adversely affect our”
New heading “The conditional conversion feature of the Convertible Notes, if triggered, may adversely affect our financial condition and operating results.”
New heading “Certain provisions in the Indenture governing the Convertible Notes could delay or prevent an otherwise beneficial takeover or takeover attempt of us.”
New heading “The Capped Call Transactions may affect the value of the Convertible Notes and the market price of our common stock.”
New heading “We are subject to counterparty risk with respect to the Capped Call Transactions.”
Removed heading “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.”
Removed heading “Failure to successfully execute on our strategic initiatives could cause our future financial results to suffer.”
Removed heading “We may not fully realize the anticipated benefits of strategic acquisitions and divestitures which may harm our financial performance.”
Removed heading “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.”
Removed heading “Shareholder Activism Risks”
Largest changes
“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. …”see in full comparison
“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. …”see in full comparison
We depend on the security and integrity of oursee in full comparisonand 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/ormalfeasance.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 againstthem.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 ourinsurance.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 notoccur.occurTheorCompanythatandweourwillsuppliersbehaveableexperiencedtocertainprevent,cybersecuritydetect or respond to all incidents intheapast (e.g. the previously disclosed ransomware attacks we experienced in 2019timely and2020).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.
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, includingsee in full comparisonathe 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 toFollowing 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 bankruptcycases,cases.which weWe referto, together withto the GECSaleSale, 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.”
A significant decline in cash flows, or changes in our credit ratings, material capital marketsee in full comparisondisruptions,disruptions or noncompliance with any of our debtcovenants,covenantssignificantthatwithdrawalsadverselybyaffectsdepositorsourat the Bank, adverse changesability toouraccessindustrialcapitalloan charter or an increase in our credit default swap spreadmarkets, could impact our ability to maintain adequate liquidity,which could impact our abilitycontinue to provide competitive finance offerings, repay or refinance maturing debt, and fund other strategic or discretionary activities,which couldand adversely affect our operational and financial performance.
“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.”see in full comparison
Full comparison: every changed paragraph (55)
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 thanfrom our current expectations. These risk factors are not intended to be all inclusive.
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 productsproducts, 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.
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; legislationchanges incentivizingin law that favor alternative means of communication, burdeningburden mail, or limitinglimit 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 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 differentiate ourselves from our competitors or effectively compete onwith price, innovative service, delivery speed, tracking and reporting,them, we may lose clients and the financial results of thethese segmentsegments may be adversely affected.
Our SendTech Solutions segmentoperations reliesrely 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 segmentServices relies on third party suppliers to help us equip our facilitiesfacilities, provide warehouse support and toassist providewith serviceslogistical related to our operations and 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 interruptionsinterruptions, delays and increased supply costs in the past, due to, among other things, volatility in the semiconductor industry, threats of strikes, rising inflationinflation, tariffs and geopolitical instability. AlthoughIf our 2024 financial results were not significantly impacted, these factors, at times, caused us towe experience longer wait times for supplies or increased costs. If these supply chain constraints in the future or these constraints were to worsenworsen, or,or if other unknown events cause our suppliers to not be able to provide their services, components or equipment to us in a timely and cost-effective manner, or, if the quality of the goods or services received were to deteriorate, 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.costs.
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,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 to the timely supply of these services, any future unforeseen disruptions affecting the availability of these providers,services or 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.
During the second quarterhalf of 2024,2025, we approved a worldwidevoluntary, costearly reductionretirement initiative in the U.S. and a globally targeted, involuntary restructuring initiative (the "2024 Plan"), which involvedtogether, the elimination“2025 of approximately 2,800 positions worldwide 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 hiringit more difficult to attract and retain qualified employees more difficult.employees.
The rapid growth of the ecommerce industry has resulted in ongoing competition for employees in the shipping, transportation, and logistics industry, including drivers and warehouse employees. At times, our Presort Services segment has experienced increased demand and competition for labor, especially for our facilities, driving up costs. We supplement our workforce with contingent hourly workers from staffing agencies on an as-needed basis; however, if we experience labor shortages, doand notare effectively manage our abilityunable to attract and utilize contingent workers, or if our staffing agencies terminate their relationship with us and we cannot find alternative providers, itwe could resultincur in increasedhigher costs and our operations could be adversely affect our operations.affected. 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.
We may not fully realize the anticipated benefits of strategic acquisitions and divestitures which may harm our financial performance.
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.
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 toFollowing 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,cases. which weWe refer to, together withto the GEC SaleSale, 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.
We have undergone recent changes in our senior management and in the composition of our Board of Directors. TheseLeadership changes, and potential future changes,transitions may create continuity risks and operational challenges toand could adversely affect our ability to operate the businesses and execute our strategy. In addition, suchThese changes may,also among other things,may create uncertainty among investors, customers, employees, and othersother concerningstakeholders 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.
We depend on the security and integrity of our and 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.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.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.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.occur Theor Companythat andwe ourwill suppliersbe haveable experiencedto certainprevent, cybersecuritydetect or respond to all incidents in thea past (e.g. the previously disclosed ransomware attacks we experienced in 2019timely 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.
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 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, enactedwhich entered into force in August 20232024, butintroduces notadditional operationalrequirements untilfor thecertain rulesAI havesystems beenand set,practices isand will apply on a newphased legal framework designed to protect individuals' personal datatimeline, and regulatesmay howincrease compliance obligations for organizations processthat it,develop, anddeploy theor Europeanuse Union’sAI-enabled AI Act compliments and expands transparency requirements set out in the General Data Protection Regulation.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 remaincontinue to be determinedevolve and tested,may addingbe additionaladopted layersor ofbecome uncertaintyeffective withon respecta 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 protectreduce the impact on our business operations in case of such events and we also require our suppliers to have the same.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.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.
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 orconfidence, 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 andcrises, severe weather eventsevents, 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.
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 revolving creditthis 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,disruptions or noncompliance with any of our debt covenants,covenants significantthat withdrawalsadversely byaffects depositorsour at the Bank, adverse changesability to ouraccess industrialcapital loan charter or an increase in our credit default swap spreadmarkets, could impact our ability to maintain adequate liquidity, which could impact our abilitycontinue to provide competitive finance offerings, repay or refinance maturing debt, and fund other strategic or discretionary activities, which couldand adversely affect our operational and financial performance.
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 forthissued Model Rules and anongoing ambitiousadministrative timelineguidance to ensuresupport implementation and coordination of these initiatives, and a number of jurisdictions have enacted or are implementing rules based on the effectiveOECD implementationframework, ofincluding the Two-PillarPillar 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 thesedevelopments changescould increase our compliance and reporting obligations and, depending on the jurisdictions in which we operate and the interaction among applicable rules, could result in double tax, increase our effectiveincremental tax rateexpense (including “top-up” taxes), potential double taxation and adversely impact our financial results and cash flows. We continuously monitor developments and evaluate the impact these new rules are anticipated to have on our tax rate.
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 currentlyto 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 administrationcountries 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
We value constructive input from investors and regularly engage with our stockholders regarding strategy and performance. Although ourOur Board of Directors and management team are committed to acting in the best interests of all our stockholders,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. Such activism or perceived uncertainties as to our future direction could adversely affect our results of operations and financial condition, as well as the market performance of our securities, including 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 business.
We also face evolving and diverging requirements and expectations from investors, regulators, customers and other stakeholders across the jurisdictions in which we operate, including on environmental, social, governance and sustainability matters. Any actual or perceived failure to meet any expectations of our key stakeholders, including any regulatory requirements or expectations, could expose us to legal, operational and reputational risks, which could negatively impact our business.
Our indebtedness and the terms of our debt agreements could limit our financial and operating flexibility and adversely affect our
Business.
As of December 31, 2025, we had total debt of approximately $2 billion. Our debt service obligations could require us to dedicate a portion of our cash flows from operations to interest and principal payments. This could reduce the funds available to support operations, capital expenditures, and strategic initiatives 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.
We have been and may continue to be subject to shareholder activism in the future. For example, on January 31, 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 of Directors by two seats, appointed two nominees to our Board of Directors, and agreed to other terms and customary standstill provisions. Currently, Lance Rosenzweig and Paul Evans serve as directors pursuant to the Cooperation Agreement. Responding to proxy contests, including related litigation and settlement of prior activism, can be costly, time-consuming, result in further turnover of our Board of Directors, disrupt our operations and divert the attention of management, Board of Directors and employees. All of this could adversely affect our results of operations and financial condition, as well as the market performance of our securities.
Additionally, perceived uncertainties as to our future direction or changes to the composition of our Board of Directors as a result of activist stockholders, may lead to the perception of an adverse change in the direction of our business, instability or lack of management or oversight continuity. These uncertainties may be more acute or heightened if an activist stockholder seeks to change a majority of our Board of Directors. Actions by activist stockholders may be exploited by our competitors and/or other activist stockholders, cause concern to customers, employees, investors, rating agencies, strategic partners and other constituencies, which could result 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. Further, actions of activist stockholders may 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 business.
As of the date of this filing, our nomination deadline has passed and no shareholders have nominated director candidates to oppose incumbent directors at this year's annual meeting.
Management's Discussion & Analysis (MD&A)
New heading “CHANGES IN REPORTING”
New heading “CONSOLIDATED EXPENSES”
New heading “Other components of net pension and postretirement cost”
New heading “Other expense (income)”
Removed heading “Strategic Initiatives”
Removed heading “Recent Developments”
Removed heading “OVERVIEW OF CONSOLIDATED RESULTS”
Removed heading “Constant Currency”
Removed heading “Financial Results Summary:”
Largest changes
“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. …”see in full comparison
“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.”see in full comparison
“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. …”see in full comparison
“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.”see in full comparison
“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).”see in full comparison
Under the New Credit Agreement,see in full comparisontheweCompany isare required to maintain(with maintenance tested quarterly)(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(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. 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.
Full comparison: every changed paragraph (128)
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.
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.
Refer to Segment Results and Consolidated Expenses sections for detailed information.
CHANGES IN REPORTING
We recast our reporting presentation of revenue and cost of revenue to better align with our offerings. We now report Services revenue and Cost of services, which includes the previously reported Business services and Support services, Products revenue and Cost of products, which includes the previously reported Equipment sales and Supplies, and Financing and other revenue and Cost of financing and other, which includes the previously reported Financing and Rentals.
We recast our corporate expense allocation methodology to allocate all marketing and innovation expenses to our SendTech Solutions segment due to a change in how these functions are now managed.
We recast our segment reporting to report the revenue and related expenses of a cross-border services contract in our SendTech Solutions reporting segment, which was previously reported in Other operations.
Prior periods presented in this Form 10-K have been recast to conform to the current period presentation.
OVERVIEW OF CONSOLIDATED RESULTS
Constant Currency
In the tables below, we report the change in revenue on a reported basis and a constant currency basis. Constant currency measures exclude the impact of changes in currency exchange rates from the prior period under comparison. 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:
Revenue decreased $52 million in 2024 compared to 2023 primarily due to lower support services revenue of $36 million and lower equipment sales of $36 million, partially offset by higher business services revenue of $28 million.
Total costs and expenses decreased $44 million compared to the prior year period primarily due to the following:
•Costs of revenue (excluding financing interest expense) decreased $84 million primarily due to lower cost of business services of $45 million, lower cost of equipment sales of $20 million and lower cost of support services of $14 million.
•SG&A expense decreased $64 million compared to the prior year 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.
•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.
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.
Effective January 1, 2024, we moved the digital delivery services offering from the former Global Ecommerce segment to the SendTech Solutions segment in order to leverage our technology and innovation capabilities to better serve our clients. Prior periods have been recast to conform to the current segment presentation.
We operate in two segments: SendTech Solutions and Presort Services. Management measures segment profitability and performance by deducting fromas segment revenuerevenues less the related costs and expenses attributable to the segment. Segment results exclude interest, taxes, corporate expenses, restructuring charges,charges and other items not allocated to athe business segment.segments.
In the Consolidated Statements of Operations, we allocate a portion of total interest expense to finance interest expense, included in Cost of financing and other. For segment reporting, we exclude the allocated finance interest expense from the determination of adjusted segment EBIT.
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 Company and other manufacturers' equipment and product purchases, a revolving credit solution that enablesallows clients to make meter rental payments and purchase postage, services and supplies, and an interest-bearing deposit solution to clients whothat prefer to prepay postage. We also offer financing alternatives that enable clients to finance or lease other manufacturers’ equipmentpostage and providemeet working capital.capital needs.
SendTech Solutions revenue decreased $48 million in 2024 compared to 2023. Support services revenue declined $36 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 revenue 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 gross margin due to growth in enterprise shipping subscriptions and digital delivery services. Gross profit margin for support services, supplies and rentals was comparable to the prior year as we reduced costs in response to lower revenues.
SG&A expense declined $12 million, primarily driven by lower employee-related expenses of $16 million due to savings from the 2023 and 2024 Plans, lower credit loss 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 million in 2024 compared to $408 million in 2023.
SendTech Solutions revenue decreased $191$98 million in 20232025 compared to the2024. prior year. Business servicesProducts revenue declined $124 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$66 million primarily due to customers opting to extend leases of their existing advanced-technology equipment rather than purchase new equipment.equipment, Supportthe servicesimpact of the prior year product migration and a significant deal in the prior year. Services revenue declined $27$19 million primarily due to the declining meter populationpopulation. Financing and continuing shift to cloud-enabled products. Suppliesother revenue declined $6$13 million primarily driven by athe decliningimpact meterof population.the Financingprior revenueyear declinedproduct $3migration and mix of business. Revenue in 2025 includes an unfavorable adjustment of $4 million primarily duerelated to $6prior millionperiods of(see lowerNote lease1 extensionsto andthe lowerConsolidated lateFinancial feesStatements offor $1further million, partially offset by higher investment income of $7 million.information).
Gross margin declined $41 million compared to the prior year. The impact of lower revenue was partially offset by headcount reductions and other cost savings initiatives resulting in an increase in gross margin percentage to 66.4% from 64.6%.
Selling, general and administrative ("SG&A") expense declined $64 million and research and development ("R&D") expense declined $14 million, primarily driven by lower employee-related expenses and overall cost savings initiatives.
Gross margin decreased $19 million primarily due to the decline in revenue. However, gross margin percentage increased to 65.8% from 58.8% compared to the prior year driven by improvements in business services gross margin due to growth in enterprise shipping subscriptions, rentals gross margin due in part to a $2 million prior year unfavorable scrap adjustment and a current year favorable adjustment and equipment sales gross margin due to cost management.
SG&A expenses declined $21 million primarily driven by lower credit card fees of $8 million, lower outsourcing and professional fees of $5 million, lower rent expense of $3 million and lower marketing expenses of $1 million.
Adjusted segment EBIT was $408$412 million in 20232025, which includes the $4 million charge from the unfavorable revenue adjustment related to prior periods compared to $402$385 million for the prior year.
SendTech Solutions revenue decreased $52 million in 2024 compared to 2023. Products revenue declined $41 million primarily due to customers opting to extend leases of their existing advanced-technology equipment rather than purchase new equipment. Services revenue declined $7 million primarily due to the declining meter population and continuing shift to cloud-enabled products, which was partially offset by an increase in our shipping subscriptions, including enterprise subscriptions and growth in digital delivery services due to client mix.
Gross margin declined $14 million primarily due to the decline in revenue; however, gross margin percentage increased to 64.6% from 63.2% compared to the prior year. The increase in gross margin percentage was primarily driven by improvements in gross margin due to growth in enterprise shipping subscriptions and digital delivery services.
SG&A expense declined $23 million, primarily driven by lower employee-related expenses of $17 million due to savings from the 2023 and 2024 Plans, lower credit loss provision of $4 million and lower expenses driven by overall cost savings initiatives, partially offset by higher professional and outsourcing fees of $13 million.
What changed in the latest 10-Q
Risk Factors
There were no material changes to the risk factors identified in Item 1A of our 2025 Annual Report.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
Largest changes
“We maintain a revolving credit facility which was increased from $400 million to $450 million in the first quarter of 2026. Under this credit facility, we are required to maintain (with maintenance tested quarterly) (i) a Consolidated Interest Coverage Ratio (as defined in the credit facility agreement) of not less than 2.00 to 1.00 and (ii) a Consolidated Secured Net Leverage Ratio (as defined in the credit facility agreement) of no greater than 3.00 to 1.00 and (iii) a Consolidated Total Net Leverage Ratio (as defined in the credit facility agreement) of no greater than 4.75 to 1.00. …”see in full comparison
“We have access to a $450 million revolving credit facility (increased from $400 million in the first quarter of 2026). In the second quarter of 2026, we further amended the revolving credit facility to extend the maturity date to March 2031 and updated certain covenants. …”see in full comparison
“The credit facility also contains provisions whereby if, on any day prior to December 14, 2028, the Notes due March 2029 have not been redeemed in full and liquidity is less than an amount equal to the amount to redeem the Notes due March 2029 plus $100 million, the Term loan due March 2031 and any borrowings under the revolving credit facility would become due on such date. …”see in full comparison
“Other expense in the second quarter of 2026 increased $7 million compared to the prior year period and decreased $17 million in the first half of 2026 compared to the prior year period driven by changes in gains and losses recognized in connection with debt activity and the Ecommerce Restructuring. See Note 16 to the Condensed Consolidated Financial Statements for further information.”see in full comparison
“Gross margin increased $10 million and gross margin percentage increased to 68.4% from 66.3% compared to the prior year period primarily driven by a $5 million tariff refund in 2026, the unfavorable revenue adjustment of $4 million in the first quarter of 2025 and favorable product mix.”see in full comparison
“Corporate expenses for the first half of 2026 decreased $18 million compared to the prior year period primarily due to lower employee-related expenses of $14 million driven by actions taken under our restructuring plans and lower insurance expense of $4 million.”see in full comparison
Full comparison: every changed paragraph (48)
•global supply chain issues adversely impacting our third partythird-party suppliers' ability to provide us with products and services
Effective April 1, 2025, segment reporting was revised to report the revenue and related expenses of a cross-border services contract in our SendTech Solutions reporting segment, which was previously reported in Other. Accordingly, segment results for the three months ended March 31, 2025 have been revised to conform to the current period presentation.
Effective January 1, 2026, we are excluding from Adjusted segment EBIT expense related to the U.S. and Canada pension plans from Adjusted segment EBIT asthat we have taken steps to terminate these plans.terminate. Prior periods were not recast.
Within SendTech Solutions, we provide clients withoffer physical and digital shipping and mailing technology solutions and other applications to help companies 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 also offer financing alternativesoptions thatfor enablethe clients to finance equipment and product purchases, to financepurchase or lease of Pitney Bowes' or other manufacturers’ equipment andor to provide working capital,capital. aWe also offer an unsecured revolving credit solution that enables clients to make meter rental payments and purchase postage, services and supplies, and an interest-bearing deposit solution to clients who prefer to prepay postage.
SendTech Solutions revenue decreased $3 million in the second quarter of 2026 compared to the prior year period. Products revenue declined $3 million primarily due to a decline in our international portfolio. Financing and other revenue declined $1 million compared to the prior year period. Services revenue increased $2 million compared to the prior year period primarily driven by higher volumes in a cross-border services contract, which was partially offset by a declining meter population.
SendTech Solutions revenue decreased $2 million in the first quarter of 2026 compared to the prior year period. Revenue in the first quarter of 2025 includes an unfavorable adjustment of $4 million related to prior periods. Products revenue declined $5 million primarily due to customers opting to extend leases of their existing advanced-technology equipment rather than purchase new equipment as well as a declining meter population. Services revenue increased $2 million while Financing and other revenue was flat compared to the prior year period.
Gross margin increased $2$8 million and gross margin percentage increased slightly to 67.5%69.2% from 66.4%66.1% compared to the prior year period primarily driven by thefavorable unfavorableproduct revenuemix adjustmentand ofa $4$5 million tariff refund in the first quarter of 2025 and product mix.2026.
Selling, general and administrative ("SG&A") expense declined $15 million compared to the prior period primarily driven by lower employee-related expenses of $5$6 million, lower professional and outsourcing fees of $4$2 million andmillion, lower marketing expenses of $2 million, lower depreciation and amortization expense of $2 million and lower equipment maintenance expense of $1 million.
Adjusted segment EBIT was $114$123 million in the firstsecond quarter of 2026 compared to $97$101 million for the prior year period, which includes the $4 million charge from the unfavorable revenue adjustment related to prior periods.period.
SendTech Solutions revenue decreased $4 million in the first half of 2026 compared to the prior year period. Revenue in the first quarter of 2025 includes an unfavorable adjustment of $4 million related to prior periods. Products revenue declined $8 million primarily due to customers opting to extend leases of their existing advanced-technology equipment rather than purchase new equipment as well as a declining meter population. Financing and other revenue declined $1 million compared to the prior year period. Services revenue increased $4 million compared to the prior year period driven by higher volumes in a cross-border services contract and higher subscription revenue which was partially offset by a declining meter population.
Gross margin increased $10 million and gross margin percentage increased to 68.4% from 66.3% compared to the prior year period primarily driven by a $5 million tariff refund in 2026, the unfavorable revenue adjustment of $4 million in the first quarter of 2025 and favorable product mix.
SG&A expense declined $30 million compared to the prior year period primarily driven by lower employee-related expenses of $11 million, lower professional and outsourcing fees of $6 million, lower marketing expenses of $4 million, lower equipment maintenance expense of $3 million and lower depreciation expense of $3 million.
Adjusted segment EBIT was $236 million in the first half of 2026 compared to $198 million for the prior year period.
Revenue decreased $14$8 million in the firstsecond quarter of 2026 compared to the prior year period primarily due to a 6%3% decline in total mail volumes driven by a broader market decline.decline, client losses from the first half of 2025 and pricing actions. The processing of First Class Mail andFlats, First Class FlatsMail and Marketing Mail contributed revenue decreases of $10$3 million, $3 million and $4$2 million, respectively.
Gross margin decreased $16$17 million and gross margin percentage decreased to 35.1%26.3% from 41.2%36.0% in the prior period primarily due to lower revenue andrevenue, increased transportation and fuel costs of $7 million and higher employee-related benefits of $3 million.
SG&A expense wasdecreased relatively$1 flatmillion compared to the prior year period.
Adjusted segment EBIT was $39$20 million in the firstsecond quarter of 2026 compared to $55$36 million in the prior year period.
Revenue decreased $22 million in the first half of 2026 compared to the prior year period primarily due to a 4% decline in total mail volumes driven by a broader market decline, client losses from the first half of 2025 and pricing actions. The processing of First Class Mail, First Class Flats and Marketing Mail contributed revenue decreases of $13 million, $7 million and $2 million, respectively.
Gross margin decreased $32 million and gross margin percentage decreased to 31.0% from 38.8% in the prior period primarily due to lower revenue, increased transportation and fuel costs of $9 million and higher employee-related benefits of $4 million.
SG&A expense decreased $1 million compared to the prior year period primarily driven by lower credit loss provision.
Adjusted segment EBIT was $59 million in the first half of 2026 compared to $91 million in the prior year period.
Corporate expenses for the firstsecond quarter of 2026 decreased $10$8 million compared to the prior year period primarily due to lower employee-relateddepreciation expensesexpense drivenof by$3 actionsmillion, takenlower underinsurance ourexpense restructuringof plans.$2 million, lower outsourcing and professional fees of $2 million and lower excise tax of $1 million.
Corporate expenses for the first half of 2026 decreased $18 million compared to the prior year period primarily due to lower employee-related expenses of $14 million driven by actions taken under our restructuring plans and lower insurance expense of $4 million.
SG&A expense decreased $33$42 million in the firstsecond quarter of 2026 compared to the prior year period. In addition to the changes in segment SG&A expense previously discussed, SG&A also declined $12$18 million due to lower non-cash foreign currency revaluation gains/losses on intercompany loans partially offset by higher corporate strategic review costs of $5 million.loans.
SG&A expense decreased $74 million in the first half of 2026 compared to the prior year period. In addition to the changes in SG&A expense previously discussed, SG&A also declined $30 million due to lower non-cash foreign currency revaluation gains/losses on intercompany loans partially offset by higher transaction and strategic review costs of $5 million.
Restructuring charges increaseddecreased $4$10 million in the second quarter of 2026 and $7 million in the first quarterhalf of 2026 compared to the prior year periodperiods primarily due to a reduction in the number of actions taken during the current quarteryear compared to the prior year.
TotalWe interest expense represents interest expense on our debt,allocate a portion of total interest expense to finance interest expense which is allocatedincluded toin Cost of financing and other. Total interest expense is as follows:
Total interest expense was flat in the second quarter of 2026 compared to the prior year period and declined $2 million in the first quarterhalf of 2026 compared to the prior year period primarily due to lower effective interest rates partially offset by higher outstanding debt. The decline in interest expense allocated to finance interest was driven primarily by a decline in finance receivables.
Other components of net pension and postretirement cost increased $9$10 million in the second quarter of 2026 and $19 million in the first quarterhalf of 2026 compared to the prior year periodperiods primarily due to the lower expected return on pension plan assets year over year driven by the U.S. and Canada buy-in contracts. 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 11 to the Condensed Consolidated Financial Statements for further information.
Other expense (income)
Other expense in the second quarter of 2026 increased $7 million compared to the prior year period and decreased $17 million in the first half of 2026 compared to the prior year period driven by changes in gains and losses recognized in connection with debt activity and the Ecommerce Restructuring. See Note 16 to the Condensed Consolidated Financial Statements for further information.
Other expense in the first quarter of 2025 represents a loss on the redemption/refinancing of debt.
For full year 2026, we continue to expect low to mid-single digit decline in revenue driven by the continued secular decline in mailing. We expect lowAdjusted EBIT to mid-singlebe a low-single digit decline into EBITlow-single anddigit EBIT margin,growth, primarily driven by expectedhigher transportation costs and competitive pricing pressures in Presort Services,pressures, partially offset by lower worldwide operating costs from previous and continued cost-cutting actions,actions includingand savingsstronger underthan expected results for the 2025first Plan.half of 2026.
The transportation market is experiencing significant volatility due to higher third-party carrier spot rates, driver shortages and increases in oil and diesel fuel prices associated with shipping disruptions through the Strait of Hormuz because of the Iran conflict. These factors have impacted our financial results and are expected to continue to adversely impact our financial results in the second half of the year.
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.
Global energy markets have experienced significant volatility, including increases in oil and fuel prices associated with geopolitical developments involving Iran and disruptions to shipping through the Strait of Hormuz. Prolonged disruptions in global energy supply or transportation routes may lead to sustained increases in fuel prices and could negatively impact our operations.
Our principal source of liquidity is our cash generated from operations and access to credit markets, including borrowing capacity under our revolving credit facility. At MarchJune 31,30, 2026, we had cash and cash equivalents of $303$267 million, which includes $42$58 million held at our foreign subsidiaries used to support their liquidity needs. At this time, we believe that existing cash and cash equivalents, cash generated from operations and borrowing capacity under our revolving credit facility will be sufficient to fund our cash needs and meet our debt obligations for the next 12 months.
Cash flows from operating activities for the first quarterhalf of 2026 improved $61$102 million compared to the prior year period primarily due to higher net income and changes in working capital, primarily driven in part by lower variableaccrued compensationliability payments and collectionsinventory of accountsspending and financehigher receivables.receivable collections.
Cash flows from investing activities for the first quarterhalf of 2026 improved $36$47 million compared to the prior year period primarily due to lower investments in loan receivables of $39$65 million partially offset by an $8 million reimbursement in the prior year for the DIP Facility, lower cash from investment activities of $5$7 million and lower capital expenditures of $4 million.
Cash flows from financing activities for the first quarterhalf of 2026 improved $69$21 million compared to the prior year periodperiod. primarilyNet duecash from debt activities increased $70 million as we received net proceeds of $41 million in 2026 compared to thenet issuancerepayments of an additional $150$29 million in 2025. Cash flows from financing activities also benefited from higher proceeds from stock option exercises of the$29 Marchmillion 2029and Notes, prior yearlower fees paid to redeem/refinance debt of $21$15 millionmillion. andThese favorableimprovements changes in customer account deposits at PB Bank of $18 million,were partially offset by higher common stock repurchases of $121 million and higher dividend payments of $2$98 million.
We paid dividends of $13$27 million in the first quarterhalf of 2026. Each quarter, our Board of Directors considers whether to approve the payment of a dividend. We currently expect to continue paying a quarterly dividend; however, no assurances can be given.
In the first quarter of 2026, we issued an additional aggregate $150 million of the Notes due March 2029.2029 The additional notes havewith identical terms to the previouslyprior outstandingnotes outstanding. In the second quarter of 2026, we borrowed an additional $150 million under the Term Loan due March 2028 and extended the maturity date to March 2031. The proceeds of the additional term loan borrowing were used to repay the Notes due March 2029.2027.
We have access to a $450 million revolving credit facility (increased from $400 million in the first quarter of 2026). In the second quarter of 2026, we further amended the revolving credit facility to extend the maturity date to March 2031 and updated certain covenants. This credit facility requires that we maintain (with maintenance tested quarterly) (i) a Consolidated Interest Coverage Ratio (as defined in the credit facility agreement) of not less than 2.00 to 1.00, (ii) a Consolidated Secured Net Leverage Ratio (as defined in the credit facility agreement) of no greater than 3.00 to 1.00 and (iii) a Consolidated Total Net Leverage Ratio (as defined in the credit facility agreement) of no greater than (a) 4.75 to 1.00 for the fiscal quarters ending June 30, 2026, September 30, 2026 and December 31, 2026, (b) 4.50 to 1.00 for the fiscal quarters ending March 31, 2027, June 30, 2027, September 30, 2027 and December 31, 2027, (c) 4.25 to 1.00 for the fiscal quarters ending March 31, 2028, June 30, 2028, September 30, 2028 and December 31, 2028 and (d) 4.00 to 1.00 for each fiscal quarter ending on or after March 31, 2029. At June 30, 2026, we were in compliance with these financial covenants. During the quarter, we borrowed $97 million under this credit facility, which was outstanding at June 30, 2026. At July 30, 2026, this amount has been fully repaid. At June 30, 2026, we have remaining borrowing capacity of $330 million. Borrowings under this credit facility are secured by assets of the Company.
The credit facility also contains provisions whereby if, on any day prior to December 14, 2028, the Notes due March 2029 have not been redeemed in full and liquidity is less than an amount equal to the amount to redeem the Notes due March 2029 plus $100 million, the Term loan due March 2031 and any borrowings under the revolving credit facility would become due on such date. Further, if on any day prior to May 16, 2030, the Convertible Notes due August 2030 have not been redeemed in full and liquidity is less than an amount equal to the amount to redeem the Convertible Notes due August 2030 plus $100 million, the Term loan due March 2031 and any borrowings under the revolving credit facility would become due on such date.
We maintain a revolving credit facility which was increased from $400 million to $450 million in the first quarter of 2026. Under this credit facility, we are required to maintain (with maintenance tested quarterly) (i) a Consolidated Interest Coverage Ratio (as defined in the credit facility agreement) of not less than 2.00 to 1.00 and (ii) a Consolidated Secured Net Leverage Ratio (as defined in the credit facility agreement) of no greater than 3.00 to 1.00 and (iii) a Consolidated Total Net Leverage Ratio (as defined in the credit facility agreement) of no greater than 4.75 to 1.00. At March 31, 2026, we were in compliance with these financial covenants and there were no outstanding borrowings under the revolving credit facility. Borrowings under this credit facility agreement are secured by assets of the Company. The credit facility 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 also 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 also become due on such date. The March 2027 Notes have been classified as current in the Condensed Consolidated Balance Sheet and we are considering various strategies and fully intend to redeem these notes before September 2026 either with available liquidity or refinance through the capital markets.
The conversion rate and conversion price were updated in the period as a result of an increase in our dividend, and is now 70.293770.3835 shares of common stock per $1,000 principal amountamount, andor $14.23$14.21 per share of common stock, respectively,share, subject to adjustment. 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.
At MarchJune 31,30, 2026, there are no off-balance sheet arrangements that have, or are reasonably likely to have, a material effect on our financial condition, results of operations or liquidity.
PBI insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 17 filings (4 insiders, 28 trade dates, 5,080,810 shares, about $83.4M; 16 of these filings say the sales were made under a Rule 10b5-1 trading plan). Net open-market shares: -5,080,810 (purchases minus sales); net value about -$83.4M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-10-01 | Wolf Kurt James |
Open-market sale |
136,500 | $16.16 | $2.2M |
| 2026-10-01 | Wolf Kurt James |
Open-market sale |
13,500 | $16.16 | $218.1K |
| 2026-09-26 | Everett Todd A. |
Option exercise | 4,310 | — | — |
| 2026-09-26 | Everett Todd A. |
Shares withheld for tax | 1,050 | $16.35 | $17.2K |
| 2026-09-22 | Walker Wayne Remell |
Option exercise | 5,601 | — | — |
| 2026-09-17 | Wolf Kurt James |
Open-market sale |
2,150 | $17.43 | $37.5K |
| 2026-09-17 | Wolf Kurt James |
Open-market sale |
21,737 | $17.43 | $378.9K |
| 2026-09-16 | Wolf Kurt James |
Open-market sale |
2,283 | $17.43 | $39.8K |
| 2026-09-16 | Wolf Kurt James |
Open-market sale |
23,088 | $17.43 | $402.4K |
| 2026-09-15 | Wolf Kurt James |
Open-market sale |
13,500 | $17.31 | $233.7K |
| 2026-09-15 | Wolf Kurt James |
Open-market sale |
136,500 | $17.31 | $2.4M |
| 2026-09-10 | Everett Todd A. |
Open-market sale |
10,000 | $16.90 | $169.0K |
| 2026-09-08 | Pfeiffer Deborah |
Open-market sale |
20,000 | $17.11 | $342.2K |
| 2026-08-28 | Wolf Kurt James |
Open-market sale |
36 | $17.42 | $627 |
| 2026-08-28 | Wolf Kurt James |
Open-market sale |
361 | $17.42 | $6.3K |
| 2026-08-27 | Wolf Kurt James |
Open-market sale |
1,747 | $17.42 | $30.4K |
| 2026-08-27 | Wolf Kurt James |
Open-market sale |
173 | $17.42 | $3.0K |
| 2026-08-13 | Evans Paul J. |
Shares withheld for tax | 2,306 | $16.81 | $38.8K |
| 2026-08-13 | Evans Paul J. |
Option exercise | 7,355 | — | — |
| 2026-08-06 | Brimm Peter C |
Option exercise | 6,922 | — | — |
| 2026-08-05 | Everett Todd A. |
Open-market sale | 25,000 | $18.07 | $451.8K |
| 2026-08-03 | Wolf Kurt James |
Other | 500,000 | $17.53 | $8.8M |
| 2026-08-03 | Wolf Kurt James |
Other | 478,475 | $17.53 | $8.4M |
| 2026-08-03 | Wolf Kurt James |
Open-market sale |
37,194 | $18.11 | $673.6K |
| 2026-08-03 | Wolf Kurt James |
Open-market sale |
376,072 | $18.11 | $6.8M |
| 2026-07-31 | Wolf Kurt James |
Open-market sale |
192,450 | $17.53 | $3.4M |
| 2026-07-31 | Wolf Kurt James |
Open-market sale |
19,033 | $17.53 | $333.6K |
| 2026-07-30 | Wolf Kurt James |
Open-market sale |
386,480 | $18.22 | $7.0M |
| 2026-07-30 | Wolf Kurt James |
Open-market sale |
5,223 | $18.96 | $99.0K |
| 2026-07-30 | Wolf Kurt James |
Open-market sale |
38,223 | $18.22 | $696.4K |
| 2026-07-30 | Wolf Kurt James |
Open-market sale |
517 | $18.96 | $9.8K |
| 2026-07-07 | Wolf Kurt James |
Open-market sale |
28,465 | $17.10 | $486.8K |
| 2026-07-07 | Wolf Kurt James |
Open-market sale |
287,815 | $17.10 | $4.9M |
| 2026-07-06 | Wolf Kurt James |
Open-market sale |
5,027 | $16.92 | $85.1K |
| 2026-07-06 | Wolf Kurt James |
Open-market sale |
50,834 | $16.92 | $860.1K |
| 2026-07-02 | Wolf Kurt James |
Open-market sale |
13,500 | $16.83 | $227.2K |
| 2026-07-02 | Wolf Kurt James |
Open-market sale |
136,500 | $16.83 | $2.3M |
| 2026-06-18 | Rosenthal Brent D |
Option exercise | 8,755 | — | — |
| 2026-06-12 | Wolf Kurt James |
Open-market sale |
293,774 | $17.40 | $5.1M |
| 2026-06-12 | Wolf Kurt James |
Open-market sale |
29,055 | $17.40 | $505.6K |
| 2026-06-11 | Wolf Kurt James |
Open-market sale |
191,893 | $17.02 | $3.3M |
| 2026-06-11 | Wolf Kurt James |
Open-market sale |
18,978 | $17.02 | $323.0K |
| 2026-06-10 | Wolf Kurt James |
Open-market sale |
25,301 | $16.93 | $428.3K |
| 2026-06-10 | Wolf Kurt James |
Open-market sale |
255,816 | $16.93 | $4.3M |
| 2026-06-01 | Wolf Kurt James |
Other | 1,067,507 | $16.10 | $17.2M |
| 2026-06-01 | Wolf Kurt James |
Other | 1,500,000 | $16.10 | $24.1M |
| 2026-05-29 | Pfeiffer Deborah |
Open-market sale |
18,750 | $16.06 | $301.1K |
| 2026-05-27 | Wolf Kurt James |
Open-market sale |
21,954 | $15.67 | $344.0K |
| 2026-05-27 | Wolf Kurt James |
Open-market sale |
221,984 | $15.67 | $3.5M |
| 2026-05-22 | Wolf Kurt James |
Open-market sale |
3,643 | $15.62 | $56.9K |
| 2026-05-22 | Wolf Kurt James |
Open-market sale |
36,833 | $15.62 | $575.3K |
| 2026-05-22 | Pfeiffer Deborah |
Open-market sale |
23,075 | $15.48 | $357.2K |
| 2026-05-08 | Wolf Kurt James |
Open-market sale |
35,025 | $15.69 | $549.5K |
| 2026-05-08 | Wolf Kurt James |
Open-market sale |
354,136 | $15.69 | $5.6M |
| 2026-05-07 | Wolf Kurt James |
Open-market sale |
543,474 | $15.59 | $8.5M |
| 2026-05-07 | Wolf Kurt James |
Open-market sale |
53,750 | $15.59 | $838.0K |
| 2026-05-06 | Wolf Kurt James |
Open-market sale |
69,891 | $14.47 | $1.0M |
| 2026-05-06 | Wolf Kurt James |
Open-market sale |
172,890 | $15.01 | $2.6M |
| 2026-05-06 | Wolf Kurt James |
Open-market sale |
706,681 | $14.47 | $10.2M |
| 2026-05-06 | Wolf Kurt James |
Open-market sale |
17,099 | $15.01 | $256.7K |
Well-known investors holding PBI (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| D. E. Shaw & Co. | 2026-06-30 | 3,812,173 | $66.8M | 0.04% | Added 81% |
| Two Sigma Investments | 2026-06-30 | 2,878,301 | $50.4M | 0.04% | Added 410% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 1,977,885 | $34.7M | 0.02% | Added 171% |
| Millennium Management (Israel Englander) | 2026-06-30 | 1,315,915 | $23.1M | 0.02% | Reduced 4% |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 260,189 | $4.6M | 0.0% | Added 10% |
| Gotham Asset Management (Joel Greenblatt) | 2026-06-30 | 69,163 | $764.3K | — | Sold out |