Check the appropriate box:

 

27 Waterview Drive

Shelton, Connecticut 06484

Thank you for your interest and investment in Pitney Bowes. As we reflect on 2025, I believe we have made meaningful progress on rebuilding the Company’s foundation. My first involvement with Pitney Bowes was as a shareholder and an investor. In my time as a Board member, and now as CEO, I continue to wear that investor hat, and to think intentionally about maximizing shareholder value. When I took on the CEO role, I was clear-eyed about the challenges ahead and equally clear-eyed about the opportunities in front of us. I am proud to say that we have made tangible, measurable progress on both fronts.

In 2025, we took decisive action to strengthen our leadership team, streamline our organization, and fortify our balance sheet — while delivering strong financial results. Over the last year, I have made significant changes to my senior leadership team, including appointing Paul Evans as CFO, Todd Everett as President of SendTech, and Steve Fischer as President of The Pitney Bowes Bank. We also realigned the Board, bringing on Peter Brimm and Wayne Walker as directors, and with Brent Rosenthal stepping into the Non-Executive Chair role, all measures designed to bring directors with the skills the Company needs for this moment in its transformation to the Board.

We implemented over $50 million in annualized cost savings, exited our Stamford corporate headquarters in favor of a more collaborative environment in Shelton, and eliminated the Pitney Bowes Global Financial Services structure that had created inefficiencies across the organization. Financially, we grew our EBIT and free cash flow — all while returning significant capital to shareholders via our $750 million share repurchase program which improved EPS.

On the capital allocation front, we repurchased approximately 20% of our outstanding shares and increased our quarterly dividend by 80% over the course of the year. We also strengthened our balance sheet through the issuance of low-cost convertible debt, an upsized revolving credit facility, and the retirement of higher-interest debt at a discount. We ended the year below our 3.0x leverage target, and in the fourth quarter, we started the process of exiting our U.S., Canadian, and two smaller European pension plans by entering into annuity contracts with insurance carriers that transfer future risk.

Looking ahead to 2026, our core businesses — Presort and SendTech — are well-positioned to generate strong earnings and cash flow even as we navigate ongoing revenue headwinds and a more uncertain macroeconomic environment. In Presort, we are aggressively pursuing volume wins and accretive tuck-in acquisitions, leveraging our unmatched national network and industry-leading cost structure. In SendTech, Todd Everett and our revamped leadership team are developing strategies to slow the rate of mailing decline and unlock profitable growth in shipping. And at The Pitney Bowes Bank, Steve Fischer is focused on responsibly growing a unique and underleveraged asset that serves a diverse and large base of long-tenured customers.

The work is not finished, but the foundation is strong. On behalf of everyone at Pitney Bowes, I thank you for your continued support and confidence as we build on the progress of 2025.

Sincerely,

 

Kurt Wolf

 

Chief Executive Officer and Director

Shelton, Connecticut

March 30, 2026

 

 

We are pleased to provide notice of the 2026 annual meeting of stockholders (including any adjournments, postponements or continuations thereof, the “Annual Meeting”) of Pitney Bowes Inc. (the “Company”), scheduled to be held virtually on Tuesday, May 12, 2026 at 10:00 a.m. Eastern Time.

We thank you for your continued support of our Company and look forward to your participation at our Annual Meeting.

By Order of the Board of Directors,

Lauren Freeman-Bosworth

Executive Vice President, General Counsel and Corporate Secretary

March 30, 2026

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting To Be Held On May 12, 2026: The Proxy Statement and the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2025 are currently available for viewing online free of charge at www.pitneybowes.com under the caption “Investor Relations” or at www.proxyvote.com.

In this Proxy Statement, we refer to Pitney Bowes, Inc. as “Pitney Bowes,” the “Company,” “we,” and “us,” the Company’s Board of Directors as the “Board,” the Company’s Common Stock, par value $1.00 per share, as the “Common Stock” and “Company’s Stock,” and the Company’s 2026 Annual Meeting of Stockholders, including any adjournments, postponements, or continuations thereof, as the “Annual Meeting.”

Our Board is soliciting proxies to be used at the Annual Meeting to be held on May 12, 2026. This Proxy Statement contains information about the items being voted on at the Annual Meeting.

To participate in the Annual Meeting, registered stockholders and beneficial holders should visit http://www.virtualshareholdermeeting.com/PBI2026 and enter the 16-digit control number included on your proxy card, or on the instructions that accompanied your proxy materials. Stockholders may log into the meeting platform beginning at 9:45 a.m. Eastern Time on May 12, 2026. Stockholders of record as of the close of business on March 16, 2026 (Record Date) will be able to vote and ask questions during the meeting by remote participation by following the instructions on the meeting website.

The list of stockholders will be available for inspection by stockholders during the meeting at http://www.virtualshareholdermeeting.com/PBI2026.

If you wish to submit a question, you may do so during the meeting by logging into the virtual meeting platform at http://www.virtualshareholdermeeting.com/PBI2026, typing your question into the “Ask a Question” field, and clicking “Submit.” Questions and answers will be grouped by topic and substantially similar questions will be grouped and answered at once. We will try to answer as many stockholder-submitted questions as time permits. Investors are always invited to send questions directly to Investor Relations at investorrelations@pb.com.

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during check-in or the meeting, please call the technical support number that will be posted on the virtual meeting platform log-in page. We encourage you to access the meeting prior to the start time.

Stockholders of record at the close of business on the Record Date are entitled to receive notice of and the right to vote at the Annual Meeting. Each share of Pitney Bowes Common Stock has one vote. As of the Record Date, 143,538,180 shares of Common Stock were issued and outstanding.

If you are a registered stockholder, which means you hold shares in your name, you may choose one of three methods to submit your proxy to have your shares voted:

Alternatively, you may participate in the Annual Meeting and vote your shares by following the instructions available on the meeting website at that time.

If you hold your shares in street name, you will receive instructions from your broker, bank, or other nominee, describing how to vote your shares. In addition, you may be eligible to vote by Internet or telephone if your broker, bank or other nominee participates in the proxy voting program provided by Broadridge. If your bank, brokerage firm or other nominee is participating in Broadridge’s program, your voting form will provide instructions. Beneficial owners voting by telephone or internet are subject to the same deadlines as described above for holders of record. 

If you are a registered stockholder, you may revoke your proxy or change your vote at any time before your proxy is voted at the Annual Meeting by any of the following methods:

Attendance at the meeting alone will not revoke your proxy. If you hold your shares through a broker, bank, trustee or other nominee, you are a beneficial owner and should refer to instructions provided by that entity on how to revoke your proxy or change your vote.

The holders of shares representing a majority of the outstanding shares entitled to vote at the Annual Meeting, present in person or represented by proxy, constitute a quorum. If you submit your proxy by Internet, telephone or proxy card, you will be considered part of the quorum. Abstentions and broker non-votes are included in the count to determine a quorum.

If a quorum is present, director candidates receiving the affirmative vote of a majority of votes cast will be elected. Proposal 2 will be approved if a quorum is present and the affirmative vote of a majority of the votes cast on the proposal by stockholders entitled to vote thereon are cast in favor of the proposal. Proposal 3 will be approved, on a non-binding advisory basis, if a quorum is present and the affirmative vote of a majority of the votes cast on the proposal by stockholders entitled to vote thereon are cast in favor of the proposal.

You may vote “for”, “against” or “abstain” with respect to each of the proposals presented. A vote “for” will be counted in favor of the proposal or respective director nominee and a vote “against” will be counted against each proposal or respective nominee.

For all proposals, “votes cast” means votes actually cast “FOR” or “AGAINST” a proposal. Abstentions and broker non-votes are not considered votes cast and will not affect the outcome of any proposal.

A broker non-vote occurs with respect to a proposal when a broker, bank, financial institution or other nominee has discretionary authority to vote on one or more proposals to be voted on at a meeting of stockholders but is not permitted to vote on other proposals without instructions from the beneficial owner. Under the rules of the New York Stock Exchange (“NYSE”), brokers, banks, financial institutions or other nominees may generally vote on routine matters without instructions from a beneficial owner but cannot vote on non-routine matters. Note that whether a proposal is considered routine or non-routine is subject to NYSE rules and final determination by the stock exchange. Even with respect to routine matters, some brokers are choosing not to exercise discretionary voting authority. As a result, we urge you to direct your broker, bank, financial institution or other nominee how to vote your shares on all proposals to ensure that your vote is counted.

If your broker does not have discretionary voting authority and you do not provide voting instructions, or if you abstain on one or more agenda items, the effect will be as follows:

Proposal 1: Election of Directors

Broker non-votes and abstentions are not considered “votes cast” in the election of directors. They will therefore not be counted either for or against the election of any director, and will not be considered in determining whether a director has received the affirmative vote of a majority of the votes cast.

Proposal 2: Ratification of the Appointment of the Independent Accountants for 2026

Proposal 2 is considered a routine matter. Because a bank, broker, trustee, or other nominee may generally vote in their discretion on routine matters, no broker non-votes are expected in connection with this proposal. Broker non-votes and abstentions are not considered “votes cast” for this proposal. They will therefore not be considered in determining whether the majority of the votes cast have been voted in favor of the proposal.

Proposal 3: Non-binding Advisory Vote to Approve Executive Compensation

Broker non-votes and abstentions are not considered “votes cast” for this proposal and therefore will not be counted either for or against the proposal and will not be considered in determining whether the majority of the votes cast have been voted in favor of the proposal.

How do Dividend Reinvestment Plan participants or employees with shares in the 401(k) plans vote by proxy?

If you are a registered stockholder and participate in our Dividend Reinvestment Plan, or our employee 401(k) plans, your proxy includes the number of shares acquired through the Dividend Reinvestment Plan and/or credited to your 401(k) plan account.

Shares held in our 401(k) plans are voted by the plan trustee in accordance with voting instructions received from plan participants. The plans direct the trustee to vote shares for which no instructions are received in the same proportion (for, against or abstain) indicated by the voting instructions given by participants in the plans.

Broadridge Corporate Issuer Solutions, LLC. (Broadridge) will tabulate the votes and act as Inspector of Election.

Only one Proxy Statement and Annual Report on Form 10-K/A for the year ended December 31, 2025 will be delivered to multiple stockholders sharing an address unless one or more of the stockholders provide contrary instructions to us or, if applicable, to your bank or broker. This process is commonly referred to as “householding”.

You may request to receive a separate copy of the Annual Meeting materials, and we will promptly deliver the requested materials.

Similarly, you may request to receive a separate copy of the Annual Meeting materials in the future, or if you are receiving multiple copies, you may request delivery of a single copy of the Annual Meeting materials or, as applicable, Notice of Internet Availability in the future.

Requests can be made to:

Broadridge Householding Department by phone at 1-866-540-7095 or by mail to:

Broadridge Householding Department

51 Mercedes Way

Edgewood, New York 11717.

If you own shares of stock through a bank, broker or other nominee, please notify that entity if you no longer wish to participate in householding and would prefer to receive a separate copy of these materials, or if you are receiving duplicate copies of these materials and wish to have householding apply.

Additional copies of our 2025 Form 10-K/A or the Proxy Statement will be sent to stockholders free of charge upon written request to:

Investor Relations, Pitney Bowes Inc.

27 Waterview Drive

Shelton, CT 06484-4301.

We want to communicate with you in the way you prefer. You may receive:

GENERAL INFORMATION

If you received the Notice of Internet Availability of Proxy Materials or a full set of Annual Meeting materials by mail, you may choose to receive future annual meeting materials electronically by following the instructions when you vote online or by telephone. With electronic delivery, you will receive an e-mail for future meetings listing the website locations of these documents and your choice to receive Annual Meeting materials electronically will remain in effect until you notify us that you wish to resume mail delivery of these documents. If you hold your Pitney Bowes stock through a bank, broker, trustee or other nominee, you should refer to the information provided by that entity for instructions on how to elect this option. This Proxy Statement and our 2025 Form 10-K/A may be viewed online at www.pitneybowes.com under the caption “Investor Relations”.

Rule 14a-8 Stockholder Proposals: To be considered for inclusion in our Proxy Statement for the 2027 Annual Meeting, the Company must receive a stockholder proposal on or before November 30, 2026. The proposal must comply with the SEC rules regarding eligibility for inclusion in our Proxy Statement, and should be addressed to: Pitney Bowes Inc., 27 Waterview Drive, Shelton, Connecticut 06484-4301, Attention: Corporate Secretary.

Non-Rule 14a-8 Stockholder Proposals: If you intend to present a proposal at an annual meeting other than by submitting a stockholder proposal for inclusion in our Proxy Statement for that meeting, our By-laws require you to give notice at least 90 days, but no more than 120 days, prior to the date of the first anniversary of the preceding year’s annual meeting. As a result, you must deliver notice of a proposal to us no earlier than January 12, 2027, and no later than the close of business on February 11, 2027 in order to present it at the 2027 Annual Meeting. The notice must contain the information required by our By-laws, and should be addressed to: Pitney Bowes Inc., 27 Waterview Drive, Shelton, Connecticut 06484-4301, Attention: Corporate Secretary.

Proxy Access Nominations (By-laws Section 10): Stockholders may nominate candidates to serve on the Board. Our By-laws provide for proxy access whereby a stockholder (or a group of not more than 20 stockholders and/or beneficial owners) who has continuously held at least 3% of our Common Stock for 3 years or more may nominate up to the greater of 2 individuals or 20% of the Board and have the nominee(s) included in our proxy statement, provided that the stockholder and nominee(s) satisfy the requirements set forth in the By-laws. Our By-laws require stockholders seeking to nominate director candidates for inclusion in our proxy statement and form of proxy pursuant to the proxy access provisions of our By-laws to deliver notice of such nomination to us at least 120 days, but no more than 150 days, prior to the date of the first anniversary of the date (as stated in the Company’s proxy materials) the definitive proxy statement was first released to stockholders in connection with the preceding year’s annual meeting. As a result, you must deliver notice to us no earlier than October 31, 2026 and no later than the close of business on November 30, 2026.

Other Director Nominations (Advance Notice, By-laws Section 5): Our By-laws require stockholders seeking to make a director nomination to give notice at least 90 days, but no more than 120 days, prior to the date of the first anniversary of the preceding year’s annual meeting. As a result, you must deliver notice of a nomination to us no earlier than January 12, 2027 and no later than the close of business on February 11, 2027 in order to nominate a candidate for director at our 2027 Annual Meeting.

Universal Proxy: Stockholders who intend to solicit proxies in support of director nominees other than our nominees must comply with the advance notice provisions of our By-Laws and all applicable requirements of Rule 14a-19 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Rule 14a-19’s notice period is a minimum and does not override or supersede the longer advance notice requirements under our By-Laws.

In May 2025, the Board appointed Kurt Wolf, an architect of Pitney Bowes’ turnaround and a major shareholder, to be the CEO and the leader to implement the longer-term strategic review and vision. In October 2025 the Board elected Brent Rosenthal as the Non-Executive Chair, to bring his extensive Board and financial experience to the Company, and to lead a smaller and more agile Board in supporting and overseeing the Company’s next phase of transformation.

We encourage stockholders to visit our Corporate Governance website at www.pitneybowes.com under the caption “Our Company—Leadership & Governance—Board of Directors” for information concerning charters of the committees of the Board and “Our Company—Leadership & Governance—Corporate Governance” for information concerning governance practices, including the Governance Principles of the Board and the directors’ Code of Business Conduct and Ethics.

Our Business Practices Guidelines, which is the Code of Ethics for employees, including our CEO and our named executive officers (“NEOs”), is also available at www.pitneybowes.com under the caption “Corporate Responsibility—Ethics & Compliance”. We intend to disclose any future amendments or waivers to certain provisions of the directors’ Code of Business Conduct and Ethics or the Business Practices Guidelines on our website within four business days following such amendment or waiver.

Pitney Bowes is deeply committed to ensuring its Board of Directors is comprised of a strong and engaged set of directors, with a balanced mix of experience, skills, leadership expertise, and independent perspectives to execute the Company’s strategy and enhance value for stockholders.

 

The roles of Chair and CEO are currently separate and Brent Rosenthal, an independent director, was appointed as our Non-Executive Chair of the Board in October 2025. In addition to Chairing the Board, Mr. Rosenthal is Chair of the Audit Committee and a member of the Governance Committee, and the Board believes that Mr. Rosenthal’s extensive experience in Board leadership roles for public companies going through periods of growth, transformation, and leadership change make him the right Chair as Pitney Bowes continues its transformation.

The Board has established well-defined responsibilities, qualifications and selection criteria with respect to the Chair role. This information is set forth in detail in the Governance Principles of the Board of Directors, which can be found on our website at www.pitneybowes.com under the caption “Our Company—Leadership & Governance—Corporate Governance.”

The Board is responsible for management and CEO succession planning, including evaluating the performance of the CEO and considering successors for the position. This involves overseeing a pipeline of talent for future CEO candidates and other key management positions across the company. The criteria used when assessing the qualifications of potential CEO successors include, among others, strategic vision and leadership, operational excellence, financial management, the

ability to motivate employees, and an ability to develop an effective working relationship with the Board. The Governance Principles of the Board of Directors, which are posted on the Company’s website at www.pitneybowes.com under the caption “Our Company—Leadership & Governance—Corporate Governance,” include additional information about succession planning.

Periodically, the Board considers management’s recommendations concerning succession planning for senior management roles other than the role of CEO. As part of this process, the Board reviews development plans to strengthen and supplement the skills and qualifications of internal succession candidates.

In May 2025, Kurt Wolf was named CEO. The Board determined that Mr. Wolf is best positioned to refine the Company’s strategy, effectively allocate capital, and empower and support the organization’s talented business leaders and employees. Since Mr. Wolf joined the Board, the Company’s total shareholder returns have exceeded 200%. The Board believes Mr. Wolf’s contributions and deep knowledge of Pitney Bowes, as well as his past success as an operating executive, entrepreneur and strategic consultant, represent the ideal qualifications for the Company’s CEO. Mr. Wolf continues to serve as a non-independent member of the Board.

On-boarding New Directors to the Board

We have heard throughout our investor engagement that stockholders want to understand the process for onboarding new members of the Board. The table below illustrates the numerous ways that the new directors are brought up to speed and oriented to the Company:

Operational Oversight

Pitney Bowes has undergone significant leadership and strategic transformation, focused on streamlining the Company to drive long-term shareholder value by investing further in our profitable and cash-generating businesses: Presort, SendTech, and the Pitney Bowes Bank. The Board has been an integral part of the Pitney Bowes transformation and value creation for shareholders.

Board Refreshment and Size

The Governance Committee is tasked with the ongoing evaluation of the skills on the Board today, and those that the Board may need in the future. The Committee is also tasked with considering the optimal size of the Board. Throughout 2025, as Pitney Bowes moved to the next phase of the Company’s strategy, the Committee identified additional and different skills that would enhance the Board’s oversight, including financial expertise, capital allocation, technology, and Governance. In addition, because two highly effective and engaged Board members, Paul Evans and Todd Everett, left the Board to take significant executive roles (CFO and President of Send Tech, respectively), the Board needed to reevaluate the personnel for the Board. The Board engaged a nationally recognized executive and Board recruiting firm to identify candidates that met the selected criteria and to lead a search process. This process resulted in a Board of five directors:

In addition, the Board reviews the individual contributions of directors and the culture and efficiencies of the Board as a whole.

The Board conducts an annual review of the independence of each director under the New York Stock Exchange listing standards and our own standards of independence, which are set forth in the Governance Principles of the Board available on our website at www.pitneybowes.com under the caption “Our Company—Leadership & Governance—Corporate Governance.” In making these determinations, the Board considers, among other things, whether any director or the director’s immediate family members have had any direct or indirect material relationship with Pitney Bowes or its management, including current or past employment with Pitney Bowes or its independent accountants.

The Board has determined that, except for the CEO, all Board members and nominees are independent under the NYSE listing standards and the standards set forth in the Governance Principles of the Board. All former directors who served on the Board since the beginning of the last fiscal year (other than Mr. Rosenzweig who served as the CEO until May 2025) were independent during the portion of that period that they served on the Board. The Board has also determined that all members of the Audit Committee and Executive Compensation Committee meet the heightened independence standards applicable to those Committees.

The Board is responsible for oversight of risk. Management is responsible for risk management, including identification and mitigation planning. The Company has an enterprise risk management program to identify, assess, monitor and address risks across the entire Company and its business operations. Both the Audit Committee and the entire Board review on an ongoing basis the structure of the Company’s enterprise risk management program, including the overall process by which management identifies and manages risks. As part of the process to continually re-assess the Company’s risks and how best to oversee them, the full Board held discussions at two of its Board meetings to identify and re-define the Enterprise risks and the best approach for the Board’s oversight of those risks, consistent with the evolving business and with macroeconomic factors.

It is our practice to contact many of our stockholders over the course of the year to seek their views on various governance topics and executive compensation matters. Our comprehensive stockholder engagement program is supplemented by our year-round investor relations outreach program that includes post-earnings communications, one-on-one conferences, individual meetings and general availability to respond to investor inquiries. We also periodically engage proxy advisory firms for their viewpoints.

The multifaceted nature of this program allows us to maintain meaningful engagement with a broad audience, including large institutional investors, smaller to mid-size institutions, pension funds, advisory firms, and individual investors. The chart below details the engagements that we had to discuss the governance and compensation changes following the 2025 Annual Meeting.

Stockholders and other interested parties may communicate via e-mail to investorrelations@pb.com or they may write to one or more directors, care of the Corporate Secretary, Pitney Bowes Inc., 27 Waterview Drive, Shelton, CT 06484-4301.

The Board has instructed the Corporate Secretary to assist the Non-Executive Chair, Audit Committee Chair and the Board in reviewing all electronic and written communications, as described above, as follows:

Except as provided above, the Corporate Secretary forwards appropriate written communications, as applicable to the full Board, or to individual directors. Advertisements, solicitations for periodical or other subscriptions, and other similar communications generally are not forwarded to the directors.

During 2025, each director attended at least 75% of the aggregate total number of Board meetings and meetings held by the Board committees on which they served. The Board continued its cadence of holding 4 regularly scheduled in-person Board meetings (meeting quarterly), and held additional meetings as warranted by the Company’s needs. In 2025, the Board held 10 such additional meetings throughout the year focusing primarily on leadership changes and other aspects of the ongoing strategic transformation of the Company. In addition to the Board meetings listed above, the Governance Committee met 3 times, the Audit Committee 5 times, the Executive Compensation Committee 9 times and the Value Enhancement Committee (“VEC”) (as discussed below) 4 times in 2025. The independent directors regularly met in executive session as part of the Board meetings to review the topics discussed during the meeting.

It is the longstanding practice and the policy of the Board that the directors attend the annual meeting of stockholders. All of our then-serving directors attended the May 2025 annual meeting.

The members of all Board committees are independent directors pursuant to New York Stock Exchange independence standards. Each committee of the Board operates in accordance with a charter. The current members of each of the Board committees are set forth in the chart below.

The Board maintains three standing key committees—Audit Committee, Executive Compensation Committee and Governance Committee—all comprised of independent directors to oversee specific areas, as identified in their Committee charters. More information about each of our Committee charters and their governance can be found on the Company’s website at www.pitneybowes.com under the caption “Our Company—Leadership & Governance—Board of Directors.”

From time to time, and as necessary for the specific needs of the company, the Board establishes special committees, comprised of directors that have applicable skills and expertise. In May 2024, the Board established an ad hoc VEC to oversee financial, operational, and strategic initiatives aimed at accelerating value creation for the company; and was comprised of directors with relevant financial and transformational expertise. Following the implementation of these initiatives, the VEC was dissolved in July 2025.

The Audit Committee oversees the integrity of our financial statement and the performance of reporting standards and practices and our internal financial controls to confirm compliance with the policies and objectives established by the Board. In addition, the Audit Committee oversees our ethics and compliance programs. The Audit Committee appoints independent accountants to conduct the annual audits and discusses with our independent accountants the scope of their examinations, with particular attention to areas where either the Audit Committee or the independent accountants believe special emphasis should be directed. The Audit Committee reviews the annual financial statements and independent accountant’s report, invites the independent accountant’s recommendations on internal controls and on other matters, and reviews the evaluation given and corrective action taken by management. It reviews the independence of the independent accountants and approves their fees. The Audit Committee also reviews our internal accounting controls and the scope and results of our internal auditing activities and submits reports and proposals on these matters to the Board.

The Audit Committee is also responsible for overseeing the process by which management identifies and manages the Company’s risks. The Audit Committee meets in executive session with the independent accountants and internal auditor at each Audit Committee meeting.

The Audit Committee also has oversight over the information technology function, cybersecurity risks as well as compliance generally. The Audit Committee regularly discusses cybersecurity with leaders of the technology, information security, privacy and audit functions. The Audit Committee’s Charter is available on the Company’s website at https://www.pitneybowes.com/us/our-company/board-of-directors/audit-charter.html.

The Board has determined that the following member of the Audit Committee is an “Audit Committee financial expert,” as that term is defined by the SEC: Brent Rosenthal. All Audit Committee members are independent as defined under the New York Stock Exchange and SEC rules for Audit Committee independence.

The Executive Compensation Committee is responsible for our executive compensation policies and programs. The Executive Compensation Committee Chair frequently consults with, and the Executive Compensation Committee meets in executive session with, Pay Governance LLC, its independent compensation consultant. The Executive Compensation Committee recommends to all of the independent directors for final approval policies, programs and specific actions regarding the compensation of the CEO and approves the same for all of our other executive officers. The Executive Compensation Committee also recommends the “Compensation Discussion and Analysis” (the “CD&A”) for inclusion in our Proxy Statement, in accordance with the rules and regulations of the SEC and reviews and approves stock grants and other stock-based compensation awards. The Executive Compensation Committee may delegate its authority to the fullest extent permitted by Delaware law and has delegated certain of its responsibilities under the Pitney Bowes Inc. 2018 Stock Plan and the Pitney Bowes Inc. 2024 Stock Plan, each as amended, including the limited authority to make awards to employees below the executive officer level, to the person holding the office of chief executive officer as consistent with Delaware law.

All Executive Compensation Committee members are independent as independence for compensation committee members is defined under the New York Stock Exchange and SEC rules. The Executive Compensation Committee’s Charter is available on the Company’s website at https://www.pitneybowes.com/us/our-company/board-of-directors/executive-compensation-charter.html.

The Governance Committee generally oversees succession planning for the Board, recommends nominees for election to the Board, recommends membership in, functions of, and the Chairs of the Board committees. The Governance Committee also reviews and recommends to the Board the amount and form of compensation to be paid to independent members of the Board and oversees CEO and senior management succession planning. The Governance Principles of the Board are posted on our website at www.pitneybowes.com under the caption “Our Company—Leadership & Governance—Corporate Governance.” The Governance Committee reviews and evaluates the effectiveness of Board administration and its governing documents, and reviews and monitors Company programs and policies relating to directors. The Governance Committee also identifies qualified candidates for nomination for election to the Board from a variety of sources, including other Board members, management and stockholders. In connection with this responsibility, the Governance Committee may retain a third-party search firm to assist its members in identifying and evaluating potential nominees to the Board. A discussion of the specific experience and qualifications the Governance Committee has identified for directors and nominees together with the Governance Committee’s approach to evaluating current and prospective directors may be found under “Director Qualifications” on page 26 of the Proxy Statement.

Stockholders wishing to recommend a candidate for consideration by the Governance Committee may do so by writing to: c/o Corporate Secretary, Pitney Bowes Inc., 27 Waterview Drive, Shelton, CT 06484-9994. Recommendations should include the information required under our By-laws and applicable SEC rules for stockholder nominations. See “Director Nominations for the 2027 Annual Meeting” above for applicable requirements and deadlines.

If the Governance Committee believes that a potential candidate may be appropriate for recommendation to the Board, there is generally a mutual exploration process, during which the members of the Governance Committee seek to learn more about the candidate’s qualifications, background and interest in serving on the Board, and the candidate has the opportunity to learn more about the Company, the Board, and its governance practices. The final selection of the nominees is within the sole discretion of the Board.

Alternatively, as referenced on page 11 of this Proxy Statement, stockholders intending to nominate a candidate for election by the stockholders at the meeting must comply with the procedures in Article I, Section 5 of the Company’s By-laws. The By-laws are posted on our Corporate Governance website at www.pitneybowes.com under the caption “Our Company—Leadership & Governance—Corporate Governance.”

The Governance Committee also reviews related-person transactions in accordance with Company policy. The Governance Committee’s Charter is available on the Company’s website at https://www.pitneybowes.com/us/our-company/board-of-directors/governance-committee-charter.html.

Insider Trading Policy and Prohibition on Pledging and Hedging. The Company has an insider trading policy (“Insider Trading Policy”) governing the purchase, sale, and other dispositions of the Company’s securities that applies to directors, officers and employees, and to the Company itself in the repurchase of its own securities. We believe our Insider Trading Policy and repurchase procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and NYSE listing standards. A copy of the Insider Trading Policy was filed as Exhibit 19 to the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2025.

To align the interests of our directors, officers, and employees with our shareholders, our Insider Trading Policy does not permit any Restricted Persons or employees of the Company to engage in any hedging transactions involving our securities. Hedging transactions are characterized by short sales, “put” or “call” options, swaps, collars or similar derivative transactions. Furthermore, the Company’s directors and executive officers are prohibited from holding Company securities in a margin account or pledging Company securities as collateral.

 

In accordance with the Governance Principles of the Board, the Governance Committee reviews and recommends to the Board the amount and form of compensation to be paid to non-executive members of the Board. The Governance Committee periodically reviews the director compensation policy and may consult with a compensation consultant, to be selected and retained by the Governance Committee, to evaluate director pay. Components of this evaluation seek to ensure alignment with the role of the Board and time commitments required for strategic oversight of the company. The evaluation considers various Company-specific factors, including leadership changes, transformation periods, Board size, workload, and the time commitments of individual directors based on their responsibilities and roles.

During 2025, each non-employee director received an annual retainer of $75,000 for Board service and an additional retainer for service on the committees to which he or she was assigned. The Non-Executive Chair of the Board received an additional annual retainer of $100,000 commensurate with the additional responsibilities required of the Chair role.

Annual retainers for committee service were: $12,000 for service on the Audit Committee (with the Committee Chair receiving an additional annual retainer of $12,000); $10,500 for service on the Executive Compensation Committee (with the Committee Chair receiving an additional annual retainer of $10,500); and $9,000 for service on the Governance Committee (with the Committee Chair receiving an additional annual retainer of $9,000).

We maintain a Directors’ Deferred Incentive Savings Plan under which directors may defer all or part of the cash portion of their compensation. Deferred amounts will be notionally “invested” in any combination of several institutional investment funds. The investment choices available to directors under this plan are the same as those offered to employees under the Company’s 401(k) plan.

All directors are reimbursed for their out-of-pocket expenses incurred in attending Board and Committee meetings.

During 2025, each non-employee director also received an award of RSUs with a fair market value of $100,000 on the date of grant, which are fully vested one year after the date of grant (directors appointed by the Board to fill a vacancy during the year received a prorated grant). The RSUs have no voting rights until they are converted to shares of Common Stock. Each non-employee director receives a quarterly cash payment equal to the amount that would have been paid as a dividend with respect to shares represented by the RSUs held as of the record date for the payment of the Common Stock dividend. Non-employee directors may elect to defer the settlement of RSUs until the date of termination of service as a director. Deferred RSUs continue to receive dividend equivalents and are converted into Company Common Stock upon the expiration of 90 days following termination of Board service.

Shares shown in the table on page 24 of this Proxy Statement disclosing security ownership of directors and executive officers include shares granted to the directors in respect of their service on the Board.

The Board maintains directors’ stock ownership guidelines, requiring, among other things, that each director accumulate and retain a minimum of Company Common Stock with a market value of five times the base retainer, or $375,000, within 5 years of becoming a director of the Company. A director may not sell shares of Common Stock if this requirement is not met or the sale of shares would mean that the director would no longer meet the requirement. Our directors’ stock ownership guidelines are available within the Governance Principles on our Corporate Governance website at www.pitneybowes.com under the caption “Our Company—Leadership & Governance—Corporate Governance.”

The compensation earned by or paid to our directors who are not Named Executive Officers (“NEOs”) for the year ended December 31, 2025 is set forth in the following table.

The Board has a written “Policy on Approval of Related-Person Transactions” which states that the Governance Committee is responsible for reviewing and approving any related-person transactions between the Company and its directors, nominees for director, executive officers, beneficial owners of more than 5% of any class of the Company’s voting stock and their “immediate family members” as defined by the rules and regulations of the SEC. Any newly proposed transaction between the Company and a related person must be submitted to the Governance Committee for approval if the amount involved in the transaction or series of transactions is greater than $120,000. Any related-person transactions for which advance review is not reasonably feasible that have not been pre-approved by the Governance Committee must be submitted for review as soon as they are identified. The Governance Committee shall approve or ratify, as applicable, a related-person transaction if the Governance Committee determines such transaction to be fair and reasonable to the Company and not inconsistent with the interests of the Company and its stockholders. Ongoing related-person transactions are reviewed on an annual basis. The material facts of the transaction and the related person’s interest in the transaction must be disclosed to the Governance Committee. The Governance Committee prohibits any related-person transaction (including those deemed pre-approved by the Governance Committee, as further described below) if it determines the related-person transaction to be inconsistent with the interests of the Company and its stockholders. It is the expectation and policy of the Board that any related-person transactions will be at arms’ length and on terms that are fair to the Company and not inconsistent with the interests of Pitney Bowes and its stockholders.

If the proposed transaction involves a related person who is a Pitney Bowes director or an immediate family member of a director, that director may not participate in the deliberations or vote regarding approval or ratification of the transaction but may be counted for the purposes of determining a quorum.

The following related-person transactions do not require approval, and we have determined that each will be deemed pre-approved by the Governance Committee:

The Governance Committee will regularly review any related person transactions deemed “pre-approved” by the Governance Committee. The Governance Committee may delegate authority to approve related-person transactions to one or more of its members. The member to whom such authority is delegated must report, for informational purposes only, any approval or ratification decisions to the Governance Committee at its next scheduled meeting.

There were no such transactions since January 1, 2025.

The following table sets forth the number of shares of Common Stock reported to be beneficially owned by (i) each of our directors and director nominees, and each executive officer named in the Summary Compensation Table (“NEOs”) and (ii) all directors, director nominees, and executive officers as a group. Information reported with respect to our directors, director nominees, and executive officers is based on ownership as of the close of business on February 15, 2026, upon which date there were 149,624,045 shares of Common Stock outstanding.

The following table sets forth the number of shares owned by the persons or groups known to the Company to be the beneficial owners of more than 5% of any class of the Company’s voting securities as of the close of business on February 15, 2026. The following information is based solely upon Schedules 13D, 13G and amendments thereto filed by the entities shown with the SEC as of the date appearing below.

 

The Board believes that, as a whole, the Board should include individuals with a range of experience to give the Board depth and breadth in the mix of skills represented for the Board to oversee management on behalf of our stockholders. In addition, the Board believes that there are certain attributes that each director should possess, as described below. Therefore, the Board and the Governance Committee consider the qualifications of directors and nominees both individually and in the context of the overall composition of the Board.

The Board, with the assistance of the Governance Committee, is responsible for assembling appropriate experience and capabilities within its membership, including financial literacy and expertise needed for the Audit Committee as required by applicable law and the New York Stock Exchange listing standards. The Governance Committee is responsible for reviewing and revising, as needed, criteria for the selection of directors. It also reviews and updates, from time to time, the Board candidate profile used in the context of a director search, in light of the current and anticipated needs of the Company and the experience and talent then represented on the Board. The Governance Committee reviews the qualifications of director candidates considering the criteria approved by the Board and recommends candidates to the Board for election by the stockholders at the annual stockholders meeting.

The Governance Committee also seeks to include individuals with a variety of occupational and personal backgrounds on the Board to obtain a range of viewpoints and perspectives and to enhance the Board in areas as experience and geography. The Board assesses its effectiveness in this regard as part of the self-evaluation process.

The Board believes all directors should demonstrate integrity and ethics, business acumen, sound judgment, and the ability to commit sufficient time and attention to the activities of the Board, as well as the absence of any conflicts with our interests. In 2025, the Governance Committee looked broadly at skills, through benchmarking, to determine the experience and expertise needed to perform its oversight of the business and to think about forward looking skills as the Board transitions in the future. This work informs the Board’s approach to Board composition. Based on that work, the Board has identified the following skills for members of the Board:

 

When evaluating and recommending new candidates, the Governance Committee assesses the effectiveness of its criteria and considers whether there are any skill gaps that should be addressed. Additional information about each director for nominee, including biographical information, appears on the following pages.

The Board currently has five members, and all five of our directors are standing for re-election at the Annual Meeting as nominees. All directors are elected annually to serve one-year terms until the next annual meeting and until his or her successor has been duly elected and qualified, or until such director’s death, resignation or removal. All directors, except for Kurt Wolf as CEO, are independent under the Securities Exchange Act of 1934 and stock exchange listing rules.

Upon determining to fill an open Board position, the Board considers candidates submitted by outside independent recruiters, directors, members of management and others. Each of the nominees for election at the Annual Meeting of stockholders is a current Board member and was selected by the Board as a nominee. If elected at the Annual Meeting, each of the nominees would serve until the 2027 Annual Meeting and until his or her successor has been duly elected and qualified, or until such director’s death, resignation or removal.

Information about each nominee for director as of March 16, 2026, is set forth below.

In accordance with our By-laws, in an uncontested election, the affirmative vote of a majority of the “votes cast” is required for the election of directors. Abstentions and broker non-votes will not be considered votes cast and therefore will have no effect on the outcome of the vote. If the number of nominees exceeds the number of directors to be elected (as described in our By-laws), directors will be elected by a plurality of the votes cast. Our Governance Principles provide that any nominee for director in this election who fails to receive a majority of the votes cast in the affirmative must tender his or her resignation for consideration by the Governance Committee. The Governance Committee will recommend to the Board the action to be taken with respect to such offer of resignation. The Board will act on the Governance Committee’s recommendation and publicly disclose its decision within 90 days from the date of the certification of the election results.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION OF ALL THE DIRECTOR NOMINEES

The Audit Committee has appointed PwC as our independent registered public accountants for Pitney Bowes for 2026. Although not required by law, this matter is being submitted to the stockholders for ratification, as a matter of good corporate governance. If this proposal is not ratified at the Annual Meeting by the affirmative vote of a majority of the votes cast, the Audit Committee intends to reconsider its appointment of PwC as our independent registered public accountants. PwC has no direct or indirect financial interest in Pitney Bowes or any of its subsidiaries. A representative from PwC is expected to attend the Annual Meeting and to be available to respond to appropriate questions and will have the opportunity to make a statement if he or she desires to do so.

Aggregate fees billed for professional services rendered for the Company by PwC for the years ended December 31, 2025 and 2024, were (in millions):

Audit Fees: The Audit fees for the years ended December 31, 2025 and 2024 were for services rendered for the audits of the consolidated financial statements and internal control over financial reporting of the Company and selected subsidiaries, statutory audits, issuance of comfort letters, and consents. The decrease in fees is primarily due to scope adjustment relevant to the disposed and wind down Global Ecommerce business.

Audit-Related Fees: The Audit-Related fees are for audit fees on divestitures and carve out audits, and SOC reports among others. The decrease in fees is due to less transformation projects in 2025 where PwC’s assistance was sought.

Tax Fees: The Tax fees for the years ended December 31, 2025 and 2024 were for services related to tax compliance, including the review of tax returns and claims for refunds.

The Audit Committee is responsible for fee negotiations with the independent auditor. The Audit Committee has adopted policies and procedures to pre-approve all services to be performed by PwC. Specifically the Committee’s policy requires pre-approval of the use of PwC for audit services as well as detailed, specific types of services within the following categories of audit-related and non-audit services: merger and acquisition due diligence and audit services; employee benefit plan audits; tax services; procedures required to meet certain regulatory requirements; assessment of and making recommendations for improvement in internal accounting controls and selected related advisory services. The Audit Committee delegates to its Chair the authority to address requests for pre-approval services between Audit Committee meetings, if it is deemed necessary to commence the service before the next scheduled meeting of the Audit Committee. Such pre-approval decisions are discussed at the next scheduled meeting. The AC will not approve any service prohibited by regulation or for services which, in their opinion, may impair PwC’s independence. In each case, the AC’s policy is to pre-approve a specific annual budget by category for such audit, audit-related and tax services which the Company anticipates obtaining from PwC, and has required management to report the actual fees (versus budgeted fees) to the AC on a periodic basis throughout the year. In addition, any new, unbudgeted engagement for Proposal 2: Ratification of the Appointment of PricewaterhouseCoopers LLP as our Independent Registered Public Accountants for 2026 audit services or within one of the other pre-approved categories described above must be pre-approved by the AC or its Chair.

Ratification of the appointment of the Pitney Bowes independent registered public accountants requires the affirmative vote of a majority of the votes cast by the stockholders entitled to vote thereon. Abstentions and broker non-votes will not be considered votes cast and therefore will have no effect on the outcome of the vote.

The Board unanimously recommends that stockholders vote FOR the ratification of PricewaterhouseCoopers LLP as our independent registered public accountants for 2026.

In accordance with SEC rules, stockholders are being asked to approve, on an advisory, non-binding basis, the compensation of our named executive officers (NEOs) as disclosed in this Proxy Statement. This proposal, commonly known as a say-on-pay proposal, provides our stockholders the opportunity to express their views on the executive compensation for our NEOs for the fiscal year ended December 31, 2025 as described in the “Compensation Discussion and Analysis” (CD&A) beginning on page 39 of this Proxy Statement, and additional details following in the section “Executive Compensation Tables and Related Narrative” beginning on page 63.

Over the course of the year, the Company and the Executive Compensation Committee (the “Committee”) have reached out to a number of stockholders to solicit their views on the Company’s executive compensation structure. For additional details regarding outreach in 2025, please see “Stockholder Engagement” on page 16 of this Proxy Statement.

The Committee and the Board believe that the compensation program described in the CD&A establishes effective incentives for the sustainable achievement of positive results without encouraging unnecessary or excessive risk-taking. Our executive compensation program is designed to align pay and performance incentives with stockholder interests and to enable the Company to attract and retain talented executives.

As discussed in the CD&A, the Committee has structured our executive compensation program based on the following central principles:

See also “Compensation Governance Best Practices” on page 41 of this Proxy Statement for further information on the principal pay for performance and governance practices adopted by the Committee and the Board of Pitney Bowes.

In accordance with SEC rules, and as a matter of good corporate governance, we are asking stockholders to indicate their support for our NEO compensation by voting FOR this advisory resolution at the Annual Meeting:

RESOLVED, that the stockholders of Pitney Bowes Inc. approve on a non-binding advisory basis the compensation of the Company’s NEOs disclosed in the CD&A, the 2025 Summary Compensation Table and the related compensation tables, notes and narratives in this Proxy Statement for the Company’s 2026 annual meeting of stockholders.

This advisory resolution, commonly referred to as a say-on-pay resolution, is non-binding on the Board and the Committee. Although non-binding, our Board and the Committee will carefully review and consider the voting results when making future decisions regarding our executive compensation program. The next say-on-pay advisory vote is expected to occur at the 2027 annual meeting of stockholders.

The affirmative vote of the majority of the votes cast will constitute the stockholders’ non-binding approval with respect to our executive compensation program. Abstentions and broker non-votes will not be votes cast and therefore will have no effect on the outcome of the vote.

The Board unanimously recommends that stockholders vote FOR the approval of the compensation of our named executive officers on an advisory basis.

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

The Company had ten NEOs for its fiscal year ended December 31, 2025, five current executives as well as five prior executives. Biographical and professional information on each of our NEOs can be found as of 2025 year-end below.

2025 was transformative, bringing several leadership changes that have resulted in a new team well positioned to drive the Company’s strategic goals forward. As CEO, Mr. Wolf, together with the Board, made several changes to the executive team of the Company, specifically bringing in Paul Evans to the role of Chief Financial Officer and Treasurer and Todd Everett to the role of President of Sending Technology Solutions (SendTech Solutions). This resulted in the departures of Bob Gold, former Chief Financial Officer and Treasurer, and of Shemin Nurmohamed, former President of SendTech Solutions. In addition, earlier in 2025, Mr. Rosenzweig and the Board had made changes within the executive team, including the appointment of Mr. Gold as Chief Financial Officer, which resulted in the departure of John Witek, the former Interim Chief Financial Officer, as well as the departure of James Fairweather, the former Executive Vice President and Chief Innovation Officer. Each of the former Executives was terminated involuntarily.

The following discussion and analysis contains statements regarding Company performance targets and goals. These targets and goals are disclosed in the limited context of our compensation program and should not be understood to be statements of management’s expectations or estimates of results or other guidance. Investors should not apply these statements to other contexts.

Some of the amounts in the Compensation Discussion and Analysis (CD&A) portion of this Proxy Statement are shown on a non-GAAP basis. For additional detail on the calculation of the financial results reported in this Proxy Statement, please refer to “Non-GAAP Measures” on page 88 and for a reconciliation of the measures refer to “Reconciliation of Reported Consolidated Results to Adjusted Measures” table on page 89 of this Proxy Statement.

This CD&A section explains our compensation philosophy, summarizes the material components of our compensation program and reviews compensation decisions made by the Executive Compensation Committee (Committee) and the independent Board members. The Committee, comprised of only independent directors, makes all compensation decisions regarding executive officers, including the Company’s Named Executive Officers (NEOs), other than the Chief Executive Officer (CEO). The independent members of the full Board, based on recommendations by the Committee, determine compensation actions impacting the CEO.

Within the CD&A, you will find information regarding:

2025 was a year where Pitney Bowes continued to build a strong financial foundation through leadership’s focus on accretive capital allocation, disciplined cost management, and improved operational execution. Kurt Wolf was named CEO in May, and Paul Evans joined as Chief Financial Officer in July. Under Mr. Wolf’s leadership, the Company achieved significantly reduced costs, improved profitability, increased free cash flow, and strengthened the Company’s balance sheet. Pitney Bowes also continued to return capital to shareholders, which is a core part of its capital allocation framework.

Under Mr. Wolf’s leadership and the new executive leadership team, the Company is working to realize its significant value creation potential and profitable growth as quickly as possible for the benefit of our shareholders, employees, and partners as we move forward into 2026 and beyond. Further, the Company intends to undertake a comprehensive strategic review. Additionally, our diligent focus on accretive capital allocation has helped us meaningfully accelerate the return of cash to shareholders via share repurchases and an 80% increase to the dividend. We have also continued to reduce leverage and our average borrowing rate.

Our executive compensation program is designed to recognize and reward outstanding achievement and to attract, retain, and motivate our leaders. We structure our executive compensation program to link executive compensation to the performance of the Company as a whole. We believe executives with higher levels of responsibility and a greater ability to influence enterprise results should receive a greater percentage of their compensation in the form of performance-based compensation. Compensation for our NEOs varies from year to year, primarily based on the achievement of enterprise-wide objectives and individual performance. We emphasize enterprise-wide performance to break down internal barriers that can arise in organizations that emphasize individual business unit performance. We believe our compensation structure aligns individual pay with Company performance and shareholder value creation, while encouraging individuals to drive strategic outcomes for the Company alongside calculated risk-taking.

Key aspects of our pay philosophy include:

We believe our executive compensation program has effective governance components and demonstrates a strong link between pay and performance. The following lists the principal pay-for-performance and governance practices adopted by the Committee and the Board of Pitney Bowes.

It is our practice to contact many of our stockholders over the course of the year to seek their views on various governance topics and executive compensation matters. For a full discussion of our Stockholder Engagement program generally, and the 2025 conversations, please see “Stockholder Engagement” on page 16 of the Proxy Statement.

The Committee, comprised of only independent directors, makes all compensation decisions regarding executive officers, including the Company’s NEOs, other than the CEO. Decisions regarding compensation for the CEO are made by the independent members of the full Board, based on recommendations by the Committee. The Committee considers recommendations from the CEO regarding the compensation of other NEOs. No member of the management team, including the CEO, has a role in determining his or her own compensation.

The Committee believes our executive compensation programs focus our leadership team on the metrics that are meaningful for investors and are key contributors to the creation of shareholder value. The Committee also fosters shareholder alignment and a strong pay-for-performance culture by setting the metrics in our incentive compensation plans to create balance between our short- and long-term operating frameworks. Our target performance levels are challenging but reasonably achievable upon meeting or exceeding our business objectives. We set commensurately more challenging goals in association with above-target payouts.

The Board approved the appointment of Mr. Wolf, as CEO effective May 22, 2025, replacing Mr. Rosenzweig who transitioned to a consultant role through September 21, 2025. A summary of the compensation actions taken in connection with the CEO transition is as follows.

The Board designed Mr. Wolf’s 2025 compensation with the goal of simplifying the plan and to provide focus on driving company and shareholder value. The Board considered common incentive structures and intentionally designed the majority of his pay “at risk,” ensuring alignment with shareholders. Mr. Wolf’s 2025 compensation consisted of base salary, a short term incentive based on the same metrics as the other NEOs and employees who participate in the Company’s short term incentive program, and premium priced options. Below is a summary of his compensation.

CEO

On February 17, 2026, the Company entered into a letter agreement with Mr. Wolf superseding his prior 2025 letter agreement, confirming his continued service as President and Chief Executive Officer for a three-year term with automatic one-year renewals. Under the 2026 letter agreement, Mr. Wolf will receive a $40,000 annual base salary, a target annual cash incentive of $960,000 beginning in fiscal 2026, and long-term incentive awards, which for 2026 consist of 100% Performance Stock Units with a target grant date value of $6.5 million subject to three-year cliff vesting. He will continue to serve on the Board without additional compensation. His employment remains at-will.

Former CEO

In connection with Mr. Wolf’s appointment as CEO, on May 21, 2025 the Company announced that Mr. Rosenzweig would cease to serve as Chief Executive Officer of the Company and as a member of the Board and would transition to a consultant role through September 21, 2025. As a result, in connection with his transition and involuntary termination without cause, the Company and Mr. Rosenzweig entered into a transition agreement dated May 19, 2025, providing for benefits under the Pitney Bowes Severance Pay Plan (“the “Severance Pay Plan”) comprising: (i) cash severance equal to one and a half times

his annual base salary (totaling $750,000), to be paid in installments on regular payroll dates and (ii) a lump sum pro-rata bonus based on target performance in respect of the performance period commencing on his employment start date of October 25, 2024 (totaling $286,301.37), to be paid within thirty (30) days following the effectiveness of the release. In addition, Mr. Rosenzweig received $50,000 per month for his services as a consultant from May 22, 2025 through September 21, 2025. Mr. Rosenzweig’s equity awards that were unvested on May 22, 2025 were treated in accordance with their terms as described below.

For additional detail on Mr. Rosenzweig’s termination payments and other compensation for 2025, refer to the “Estimated Post-Termination Payments and Benefits” table beginning on page 75 as well as the “2025 Summary Compensation Table” beginning on page 63.

The table below details the treatment of Mr. Rosenzweig’s outstanding, unvested long-term incentive (LTI) awards upon his separation on May 21, 2025.

The vesting of Mr. Rosenzweig’s outstanding 2024 PSU award was conditioned upon the Company’s achievement against the pre-established performance goals, for the one-year performance period beginning October 1, 2024 and ending September 30, 2025 as set forth below. The performance goals consist of two enterprise-wide financial objectives, Adjusted Earnings Before Interest and Taxes (Adjusted EBIT) at a 25% weighting and Adjusted Free Cash Flow (Adjusted FCF) with a 75% weighting. The performance multiplier can range from 0 to 200% of target and was interpolated linearly between the threshold (50%), target (100%), stretch (150%), and maximum (200%) objectives. If actual performance had resulted in an achievement of less than 50% threshold, then in this case the PSU award would not vest.

The Company achieved results above maximum for both the Adjusted EBIT and Adjusted FCF objectives over the performance period. The table below shows the levels of achievement relating to the applicable performance cycle. The combination of the financial metrics resulted in a 200% per unit pay-out for the 2024-2025 PSU award as illustrated below. Mr. Rosenzweig’s 2024-2025 annual incentive also utilized the objectives shown below; however, as mentioned previously, Mr. Rosenzweig actually received a prorated bonus based on target performance as per his transition agreement.

Chief Financial Officer and Treasurer

The Board appointed Paul Evans as EVP, Chief Financial Officer and Treasurer of the Company, effective as of July 29, 2025. In connection therewith, Mr. Evans resigned from the Board effective as of July 29, 2025. In connection with his appointment, Mr. Evans is entitled to the following pursuant to a letter agreement dated July 28, 2025: (i) an annual base salary of $600,000, (ii) an annual incentive award with a target value of 80% of his annual base salary, which may be earned based on achievement of applicable performance goals established by the Board, subject to his continued employment with the Company through the date of payment, and (iii) an annual long-term equity-based incentive award with a target grant date value of $1,500,000, subject to the terms and conditions of the applicable award agreements and the Company’s long-term incentive plan. Mr. Evans’ target annual incentive award and target long-term equity-based incentive for 2025 were pro-rated to reflect his mid-year hire. In addition, Mr. Evans’ outstanding restricted stock units granted in connection with his service as a director of the Board vested and settled as of July 29, 2025.

Former Chief Financial Officer and Treasurer

Effective March 10, 2025, Robert Gold was appointed Executive Vice President and Chief Financial Officer. In connection with his appointment as Chief Financial Officer, Mr. Gold was provided with the following compensation components pursuant to a letter agreement dated February 6, 2025: (i) an annual base salary of $600,000, (ii) an annual incentive award with a target value of 80% of his base salary, which may be earned based on achievement of applicable performance goals established by the Board, subject to his continued employment with the Company through the date of payment, (iii) an annual long-term equity-based incentive award with a target grant date value of $950,000, subject to the terms and conditions of the applicable award agreements and the Company’s long-term incentive plan, and (iv) a one-time cash relocation lump sum payment in the gross amount of $20,000 payable within thirty (30) days of his employment start date.

In connection with Mr. Evans’ appointment as EVP, Chief Financial Officer and Treasurer, Mr. Gold was involuntarily terminated without cause effective July 29, 2025. On August 17, 2025, the Company entered into a separation agreement with Mr. Gold providing for transition pay consisting of a cash amount equal to $450,000, paid in installments on regular payroll dates following July 29, 2025. Any restricted stock units and performance stock units granted to him in 2025 were automatically forfeited on his last day of employment.

For additional detail on Mr. Gold’s termination payments, refer to the “Estimated Post-Termination Payments and Benefits” table beginning on page 75.

Former Interim Chief Financial Officer and Chief Accounting Officer

In connection with Mr. Gold’s appointment as Executive Vice President and Chief Financial Officer, Mr. Witek was involuntarily terminated from his position as Interim Chief Financial Officer of the Company effective March 10, 2025. However, he remained at the Company as an advisor during the Chief Financial Officer transition until March 31, 2025. As part of the transition, he continued serving as Chief Accounting Officer until March 31, 2025. On February 6, 2025, the Company entered into a separation agreement with Mr. Witek providing for benefits under the Severance Pay Plan comprising: (i) two weeks base pay (which equals the gross sum of $13,865.38), (ii) 50 weeks base pay (which equals the gross sum of $346,634.50), to be paid in installments on regular payroll dates, and (ii) a lump sum payment of $346,112, to be paid within thirty (30) days following April 1, 2025.

For additional detail on Mr. Witek’s termination payments, refer to the “Estimated Post-Termination Payments and Benefits” table beginning on page 75.

Executive Vice President and President, Sending Technology Solutions

The Board appointed Mr. Everett as Executive Vice President and President, Sending Technology Solutions, effective as of September 14, 2025. In connection therewith, Mr. Everett resigned from the Board effective as of September 14, 2025. In connection with his appointment, Mr. Everett is entitled to the following pursuant to a letter agreement dated September 11, 2025: (i) an annual base salary of $600,000, (ii) an annual incentive award with a target value of 80% of his annual base salary (prorated for 2025 to reflect his mid-year hire), which may be earned based on achievement of applicable performance goals established by the Board, subject to his continued employment with the Company through the date of payment, and (iii) an annual long-term equity-based incentive award with a target grant date value of $1,500,000, subject to the terms and conditions of the applicable award agreements and the Company’s long-term incentive plan. Mr. Everett’s target annual incentive award and target long-term equity-based incentive for 2025 was pro-rated to reflect his mid-year hire. Mr. Everett’s outstanding restricted stock units granted in connection with his service as a director of the Board vested and settled within one week of his effective date.

Former Executive Vice President and President, Sending Technology Solutions

In connection with Mr. Everett’s appointment as Executive Vice President and President, Sending Technology Solutions, Ms. Nurmohamed was involuntarily terminated from her position and departed from the Company, effective as of end of business on September 11, 2025. On September 25, 2025, the Company entered into a separation agreement with Ms. Nurmohamed providing for benefits under the Severance Pay Plan comprising: (i) fifty-two (52) weeks’ base pay (totaling $636,000), to be paid in installments on regular payroll dates, and (ii) a lump sum pro-rata bonus in respect of 2025 (totaling $354,069), to be paid within thirty (30) days following September 12, 2025. Additionally, under the terms of the separation agreement, (i) Ms. Nurmohamed’s stock options and RSUs that were outstanding for at least one year as of September 12, 2025 will continue vesting, (ii) upon her reaching age 55, such RSUs will fully vest, (iii) her stock options will remain exercisable until the expiration date set forth in the applicable award agreement, (iv) her PSUs and cash incentive units (CIUs) that were outstanding for at least one year as of September 12, 2025 were prorated, to be valued and paid after the end of the applicable performance cycle, and (v) her stock cash incentive units (“SCIUs”) that were outstanding for at least one year as of September 12, 2025 will continue to vest and remain outstanding upon her reaching age 55.

For additional detail on Ms. Nurmohamed’s termination payments, refer to the “Estimated Post-Termination Payments and Benefits” table beginning on page 75.

Former Executive Vice President and Chief Innovation Officer

The employment of James Fairweather as Executive Vice President and Chief Innovation Officer was involuntarily terminated without cause, effective April 1, 2025. On August 7, 2024, the Company entered into a separation agreement with Mr. Fairweather providing for benefits under the Severance Pay Plan comprising: (i) fifty (52) weeks’ base pay (totaling $605,690), to be paid in installments on regular payroll dates, and (ii) a lump sum pro-rata bonus in respect of 2025, based on actual Company performance, to be paid when annual bonuses were paid to other active employees. Refer to section “Funding of the 2025 Annual Incentive Pool and Actual Pay-Out” on page 49 for further details on the 2025 annual incentive. Additionally, under the terms of the separation agreement, (i) Mr. Fairweather’s stock options and RSUs that were outstanding for at least one year as of April 1, 2025 will continue vesting, (ii) upon his reaching age 55, such stock options and RSUs will fully vest, (iii) his stock options will remain exercisable until the expiration date set forth in the applicable award agreement, (iv) his PSUs and CIUs were prorated, to be valued and paid after the end of the applicable performance cycle, and (v) his SCIUs will be treated in accordance with their terms.

For additional detail on Mr. Fairweather’s termination payments, refer to the “Estimated Post-Termination Payments and Benefits” table beginning on page 75.

The following table outlines the components of direct compensation for our NEOs in 2025 and how these components align with our compensation principles.

We believe our executive compensation program demonstrates a strong link between pay and performance in its design and exhibits strong pay governance practices.

The following chart illustrates that 99% of Mr. Wolf’s CEO compensation in 2025 is at risk and subject to performance goals.

 

As a guideline, for the NEOs, the Committee utilizes median compensation data based on companies with our approximate revenue size from our peer group and the Radford McLagan Compensation Database (Radford Database), as well as recommendations from Pay Governance, our independent compensation consultant, to make compensation decisions. The Committee considers this information to evaluate and ensure competitiveness of base salary, target cash compensation (base salary plus annual incentive), and target direct compensation (base salary plus annual incentive plus long-term incentive). We describe this approach in more detail under “Assessing Competitive Pay Practice” beginning on page 58.

We believe market pay data is one decision point in effective pay management. Generally, in addition to market data, pay decisions consider the value of the individual in the job to the organization and relative to other jobs and additional factors such as skills, performance, tenure, and experience. As a result, pay for an executive could be positioned below, at, or above the market median.

The table below shows the 2025 annual base salary, target annual incentive opportunity, and target long-term incentive opportunity for our CEO, as set by the Board, and our NEOs actively employed as of December 31 2025, as set by the Committee. These components were determined for each NEO based on scope of their responsibility, leadership skills, performance, and length of service. For further explanation of the annual compensation process, the Committee’s and Board’s involvement in making compensation decisions, and determining competitiveness relative to market, please see “Determining Compensation – The Decision Process” starting on page 57.

The base salaries for each of the NEOs as of December 31, 2025 (or, in the case of the NEOs who terminated employment prior to December 31, 2025, as of their termination date) are as follows: Mr. Wolf, $40,000; Mr. Evans, $600,000; Ms. Pfeiffer, $550,000; Ms. Freeman-Bosworth, $440,000; Mr. Everett, $600,000; Mr. Rosenzweig, $500,000; Mr. Gold, $600,000; Mr. Witek, $360,500; Mr. Fairweather, $605,690; and Ms. Nurmohamed, $636,000. For Ms. Pfeiffer this represented a 10% increase above her 2024 annual base salary, and for Ms. Nurmohamed, this represented a 6% increase above her 2024 base salary, all of which were consistent with the market median of the competitive data for these positions.

NEOs are eligible to earn annual incentives awarded under the Key Employees Incentive Plan (KEIP), primarily for achieving enterprise-wide financial objectives established at the beginning of each year, which are designed to be challenging to achieve. Individual performance and its impact on financial, strategic, unit, or individual objectives may be considered.

The target annual incentive opportunities for each of the NEOs for 2025 is as follows: Mr. Wolf, $500,000; Mr. Evans, $480,000 (80% of base salary); Ms. Pfeiffer, $440,000 (80% of base salary); Ms. Freeman-Bosworth, $264,000 (60% of base salary); Mr. Everett, $480,000 (80% of base salary); Mr. Rosenzweig, $500,000; Mr. Gold, $480,000 (80% of base salary); Mr. Witek, $180,250 (50% of base salary); Mr. Fairweather, $363,414 (60% of base salary); and Ms. Nurmohamed, $508,800 (80% of base salary).

For 2025, the financial measures used to determine annual incentives for NEOs consisted of: Adjusted EBIT and Adjusted Revenue.

The Committee and the Board believe that basing the annual incentive plan entirely on quantifiable financial performance measures demonstrates our commitment to placing rigor and objectivity in establishing and measuring our compensation goals and results.

The following table contains the financial objectives used under the annual incentive plan for 2025 and describes why they are effective in measuring how our business is performing on a short-term basis: