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SCHEDULE 13D/A 0001456565 XXXXXXXX LIVE 10 Common Stock, par value $1.00 per share 06/16/2025 false 0000078814 724479100 PITNEY BOWES INC /DE/ PITNEY BOWES INC 3001 SUMMER STREET STAMFORD CT 06926-0700 KURTIS J. WOLF 724-687-7842 HESTIA CAPITAL MANAGEMENT, LLC 175 Brickyard Road, Suite 200 Adams Township PA 16046 0001456565 N HESTIA CAPITAL PARTNERS LP a WC N DE 0.00 4810917.00 0.00 4810917.00 4810917.00 N 2.7 PN 0001950196 N HELIOS I, LP a WC N DE 0.00 6639492.00 0.00 6639492.00 6639492.00 N 3.7 PN Y HESTIA CAPITAL PARTNERS GP, LLC a AF OO N DE 0.00 11450409.00 0.00 11450409.00 11450409.00 N 6.3 OO 0001815344 N Hestia Capital Management, LLC a AF OO N DE 0.00 12035045.00 0.00 12035045.00 12035045.00 N 6.6 OO 0001693906 N Wolf Kurt James a AF OO N X1 35280.00 12035045.00 35280.00 12035045.00 12070325.00 N 6.7 IN Common Stock, par value $1.00 per share PITNEY BOWES INC /DE/ PITNEY BOWES INC 3001 SUMMER STREET STAMFORD CT 06926-0700 Item 3 is hereby amended and restated to read as follows: The Shares beneficially owned directly by each of Hestia Capital, Helios and held in the SMAs were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the 4,810,917 Shares directly owned by Hestia Capital is approximately $18,853,829, including brokerage commissions. The aggregate purchase price of the 6,639,492 Shares directly owned by Helios is approximately $21,292,339, including brokerage commissions. The aggregate purchase price of the 584,636 Shares held in the SMAs is approximately $2,323,581, including brokerage commissions. The 35,280 Shares beneficially owned directly by Mr. Wolf were acquired in connection with his service as a director of the Issuer. In addition, in connection with his appointment as President and Chief Executive Officer of the Issuer, as described in more detail in Item 4 of Amendment No. 9 to the Schedule 13D, Mr. Wolf is eligible to receive certain long-term incentive awards, which are described in more detail in Item 6 of Amendment No. 9 to the Schedule 13D. Item 4 is hereby amended to add the following: On June 17, 2025, the Issuer announced that the Board of Directors of the Issuer (the "Board") appointed Brent Rosenthal as a director, effective as of June 16, 2025. The appointment of Mr. Rosenthal to the Board was made pursuant to Section 1(c) of the cooperation agreement, dated as of January 31, 2024, by and among the Issuer and the Reporting Persons (the "Cooperation Agreement"). Mr. Rosenthal will be deemed to replace Lance Rosenzweig as a Replacement Director (as defined in the Cooperation Agreement) under the Cooperation Agreement. Item 5(a) is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based upon 181,253,371 shares outstanding as of April 30, 2025 as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 8, 2025. A. Hestia Capital As of the date hereof, Hestia Capital directly owned 4,810,917 Shares. Percentage: Approximately 2.7% B. Helios As of the date hereof, Helios directly owned 6,639,492 Shares. Percentage: Approximately 3.7% C. Hestia Partners GP As the general partner of each of Hestia Capital and Helios, Hestia Partners GP may be deemed the beneficial owner of the (i) 4,810,917 Shares directly owned by Hestia Capital and the (ii) 6,639,492 Shares directly owned by Helios. Percentage: Approximately 6.3% D. Hestia LLC As of the date hereof, 584,636 Shares were held in SMAs. As the investment manager of each of Hestia Capital, Helios and the SMAs, Hestia LLC may be deemed the beneficial owner of the (i) 4,810,917 Shares directly owned by Hestia Capital, (ii) 6,639,492 Shares directly owned by Helios and (iii) 584,636 Shares held in the SMAs. Percentage: Approximately 6.6% E. Kurtis J. Wolf As of the date hereof, Mr. Wolf directly owned 35,280 Shares. In addition, as the managing member of each of Hestia Partners GP and Hestia LLC, Mr. Wolf may be deemed the beneficial owner of the (i) 4,810,917 Shares directly owned by Hestia Capital, (ii) 6,639,492 Shares directly owned by Helios and (iii) 584,636 Shares held in SMAs. Percentage: Approximately 6.7% The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own. Item 5(b) is hereby amended and restated to read as follows: A. Hestia Capital 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 4,810,917 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 4,810,917 B. Helios 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 6,639,492 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 6,639,492 C. Hestia Partners GP 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 11,450,409 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 11,450,409 D. Hestia LLC 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 12,035,045 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 12,035,045 E. Kurtis J. Wolf 1. Sole power to vote or direct vote: 35,280 2. Shared power to vote or direct vote: 12,035,045 3. Sole power to dispose or direct the disposition: 35,280 4. Shared power to dispose or direct the disposition: 12,035,045 Item 5(c) is hereby amended and restated to read as follows: On May 27, 2025, Mr. Wolf received 23,810 Shares upon the vesting of certain restricted stock units held by him, of which 7,434 Shares were withheld by the Issuer for payment of taxes. In addition, on June 16, 2025, Helios made an in-kind distribution to certain of its limited partners of 1,670,000 Shares for no consideration. Other than as set forth herein, none of the Reporting Persons has entered into any transactions in the securities of the Issuer since the filing of Amendment No. 9 to the Schedule 13D. HESTIA CAPITAL PARTNERS LP /s/ Kurtis J. Wolf Kurtis J. Wolf, Managing Member of Hestia Capital Management, LLC, its Investment Manager 06/18/2025 HELIOS I, LP /s/ Kurtis J. Wolf Kurtis J. Wolf, Managing Member of Hestia Capital Management, LLC, its Investment Manager 06/18/2025 HESTIA CAPITAL PARTNERS GP, LLC /s/ Kurtis J. Wolf Kurtis J. Wolf, Managing Member 06/18/2025 Hestia Capital Management, LLC /s/ Kurtis J. Wolf Kurtis J. Wolf, Managing Member 06/18/2025 Wolf Kurt James /s/ Kurtis J. Wolf Kurtis J. Wolf 06/18/2025