Exhibit 25
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
| ☐ | CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2) |
Truist Bank
(Exact name of trustee as specified in its charter)
| North Carolina | 56-0149200 | |
| (Jurisdiction of incorporation if not a U.S. national bank) |
(I.R.S. Employer Identification No.) | |
| 223 West Nash Street Wilson, NC 27893 |
27893 | |
| (Address of principal executive offices) | (Zip Code) | |
Patrick Giordano
Vice President
223 West Nash Street
Wilson, NC 27893
(904) 463-6762
(Name, address and telephone number of agent for service)
PITNEY BOWES INC.
(Exact name of obligor as specified in its charter)
| Delaware | 06-0495050 | |
| (Jurisdiction of incorporation) | (I.R.S. Employer Identification No.) |
27 Waterview Drive
Shelton, Connecticut 06484
(203) 922-4000
(Address of principal executive offices)
Debt Securities
(Title of the indenture securities)
| Item 1. | General Information. Furnish the following information as to the trustee: |
| (a) | Name and address of each examining or supervising authority to which it is subject. |
State of North Carolina – Commissioner of Banks
State of North Carolina
Raleigh, North Carolina
Federal Reserve Bank of Richmond
Post Office Box 27622
Richmond, VA 23261
Federal Deposit Insurance Corporation
Washington, D.C.
| (b) | Whether it is authorized to exercise corporate trust powers. |
Yes.
| Item 2. | Affiliations with Obligor. |
If the obligor is an affiliate of the trustee, describe each such affiliation.
Based upon an examination of the books and records of the trustee and upon information furnished by the obligor, the obligor is not an affiliate of the trustee.
| Items 3-15 | No responses are included for Items 3-15. Responses to those items are not required because, as provided in General Instruction B, the obligor is not in default on any securities issued under indentures under which Truist Bank is a trustee and Truist Bank is not a foreign trustee. |
| Item 16. | List of Exhibits. |
List below all exhibits filed as a part of this statement of eligibility; exhibits identified in parentheses are filed with the Commission and are incorporated herein by reference as exhibits hereto pursuant to Rule 7a-29 under the Trust Indenture Act of 1939, as amended, and Rule 24 of the Commission’s Rules of Practice.
| Exhibit 1. | A copy of the Articles of Incorporation for Truist Bank. (See Exhibit 1 to Form T-1 filed with Registration Statement No. 333-267664). | |||
| Exhibit 2. | The authority of Truist Bank to commence business was granted under the Articles of Incorporation for Truist Bank. (See Exhibit 2 to Form T-1 filed with Registration Statement No. 333-267664). | |||
| Exhibit 3. | The authorization to exercise corporate trust powers was granted by the State of North Carolina Commissioner of Banks in the Authority to Act as Fiduciary without Bond Certificate. (See Exhibit 3 to Form T-1 filed with Registration Statement No. 333-267664). | |||
| Exhibit 4. | A copy of the existing By-Laws of Truist Bank. (See Exhibit 4 to Form T-1 filed with Registration Statement No. 333-267664). | |||
| Exhibit 5. | Not applicable. | |||
| Exhibit 6. | The consent of Trustee as required by Section 321(b) of the Trust Indenture Act of 1939. (See Exhibit 4 to Form T-1 filed with Registration Statement No. 333-267664). | |||
| Exhibit 7. | The Current Report of the Condition of Trustee, published pursuant to law or the requirements of its supervising or examining authority, is attached as Exhibit 7. | |||
| Exhibit 8. | Not applicable. | |||
| Exhibit 9. | Not applicable. | |||
2
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the trustee, Truist Bank, a banking corporation organized and existing under the laws of the State of North Carolina, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Jacksonville and the State of Florida, on the 5th day of February, 2026.
| TRUIST BANK | ||
| By: | /s/ Patrick Giordano | |
| Name: Patrick Giordano | ||
| Title: Vice President | ||
3
CONSOLIDATED BALANCE SHEETS
TRUIST FINANCIAL CORPORATION AND SUBSIDIARIES
| (Dollars in millions, except per share data, shares in thousands) |
Dec 31, 2024 | Dec 31, 2023 | ||||||
| Assets |
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| Cash and due from banks |
$ | 5,793 | $ | 5,000 | ||||
| Interest-bearing deposits with banks |
33,975 | 25,230 | ||||||
| Securities borrowed or purchased under agreements to resell |
2,550 | 2,378 | ||||||
| Trading assets at fair value |
5,100 | 4,332 | ||||||
| AFS securities at fair value |
67,464 | 67,366 | ||||||
| HTM securities (fair value of $40,286 and $44,630, respectively) |
50,640 | 54,107 | ||||||
| LHFS (including $1,233 and $852 at fair value, respectively) |
1,388 | 1,280 | ||||||
| Loans and leases (including $13 and $15 at fair value, respectively) |
306,383 | 312,061 | ||||||
| ALLL |
(4,857 | ) | (4,798 | ) | ||||
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| Loans and leases, net of ALLL |
301,526 | 307,263 | ||||||
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| Premises and equipment |
3,225 | 3,298 | ||||||
| Goodwill |
17,125 | 17,156 | ||||||
| CDI and other intangible assets |
1,550 | 1,909 | ||||||
| Loan servicing rights at fair value |
3,708 | 3,378 | ||||||
| Other assets (including $1,271 and $1,311 at fair value, respectively) |
37,132 | 34,997 | ||||||
| Assets of discontinued operations |
— | 7,655 | ||||||
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| Total assets |
$ | 531,176 | $ | 535,349 | ||||
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| Liabilities |
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| Noninterest-bearing deposits |
$ | 107,451 | $ | 111,624 | ||||
| Interest-bearing deposits (including $192 and $— at fair value, respectively) |
283,073 | 284,241 | ||||||
| Short-term borrowings (including $1,896 and $1,625 at fair value, respectively) |
29,205 | 24,828 | ||||||
| Long-term debt |
34,956 | 38,918 | ||||||
| Other liabilities (including $2,286 and $2,597 at fair value, respectively) |
12,812 | 12,946 | ||||||
| Liabilities of discontinued operations |
— | 3,539 | ||||||
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| Total liabilities |
467,497 | 476,096 | ||||||
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| Shareholders’ Equity |
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| Preferred stock |
5,907 | 6,673 | ||||||
| Common stock, $5 par value |
6,580 | 6,669 | ||||||
| Additional paid-in capital |
35,628 | 36,177 | ||||||
| Retained earnings |
23,777 | 22,088 | ||||||
| AOCI, net of deferred income taxes |
(8,213 | ) | (12,506 | ) | ||||
| Noncontrolling interests |
— | 152 | ||||||
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| Total shareholders’ equity |
63,679 | 59,253 | ||||||
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| Total liabilities and shareholders’ equity |
$ | 531,176 | $ | 535,349 | ||||
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| Common shares outstanding |
1,315,936 | 1,333,743 | ||||||
| Common shares authorized |
2,000,000 | 2,000,000 | ||||||
| Preferred shares outstanding |
216 | 223 | ||||||
| Preferred shares authorized |
5,000 | 5,000 | ||||||
The accompanying notes are an integral part of these consolidated financial statements.