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PITNEY BOWES INC /DE/

For the period ended Dec 31, 2025. Filed Feb 19, 2026.

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FY2025 · Filed Feb 19, 2026

PBI$15.40-1.0%Stored close · as of Nov 9, 2026

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Item 9B. Other Information

During the three months ended December 31, 2025, certain directors and officers of the Company adopted a "Rule 10b5-1 trading arrangement," as defined in Item 408(a) of Regulation S-K, as set forth in the table below:

ActionDateTrading ArrangementTotal Shares to be Sold(3)Expiration Date
Rule 10b5-1(1) · Non-Rule 10b5-1(2)
Lauren Freeman-Bosworth (Executive Vice President, General Counsel, and Corporate Secretary)AdoptOctober 31, 2025x42,199 (4)December 31, 2026
Kurtis James Wolf (Chief Executive Officer) (5)AdoptNovember 10, 2025x6,000,000December 31, 2026

(1) Intended to satisfy the affirmative defense of Rule 10b5-1(c).

(2) Not intended to satisfy the affirmative defense of Rule 10b5-1(c).

(3) Represents the maximum number of shares that may be sold pursuant to the 10b5-1 trading arrangement. The actual number of shares sold will be dependent on the terms of, and the satisfaction of the conditions as set forth in, the written plan.

(4) The Rule 10b5-1 trading arrangement includes the sale of shares to be received upon future vesting of certain outstanding equity awards, net of any shares withheld by us to satisfy applicable taxes. The number of shares to be withheld, and thus the exact number of shares to be sold pursuant to Ms. Freeman-Bosworth’s Rule 10b5-1 trading arrangement, can only be determined upon the occurrence of the future vesting events. For purposes of this disclosure, we have calculated the number of shares reported above based on the gross number of shares expected to be received upon the future vesting of such equity awards, before subtracting any shares to be withheld by us to satisfy applicable taxes in connection with such future vesting events. Accordingly, the actual number of shares eligible to be sold upon such vesting will be lower.

(5) Shares are held directly by Hestia Capital Partners, LP (“Hestia Capital”) and ECA Fund, LP – Hestia. Mr. Wolf is the managing member of (a) Hestia Partners GP, the general partner of Hestia Capital and (b) Hestia Capital Management, LLC, the investment manager of Hestia Capital. The Rule 10b5-1 trading arrangement provides for sales split into two categories: sales based on time and escalating prices, and sales based solely on price. The number of shares to be sold is dependent on the satisfaction of certain conditions set forth in the written plan, including escalating price targets and Rule 144 volume limitations, among other parameters.

Disclosure in lieu of reporting on a Current Report on Form 8-K

On February 17, 2026, Pitney Bowes Inc. (the “Company”) entered into an employment letter (the “Agreement”) with Kurt Wolf regarding the terms and conditions of his continued employment as the Company’s President and Chief Executive Officer. The term of the Agreement commences on February 17, 2026 (the “Effective Date”) and continues for three years thereafter; it will then automatically renew for one-year periods unless either party provides at least ninety days’ prior notice of non-renewal. As of the

Effective Date, the Agreement replaces and supersedes the Employment Letter, dated as of May 21, 2025, between Mr. Wolf and the Company.

Pursuant to the terms of the Agreement, Mr. Wolf will be entitled to the following: (a) an annual base salary of $40,000, less applicable withholdings and other payroll deductions, (b) commencing with the 2026 fiscal year, a target annual bonus of $960,000 (the “Target Bonus”), which may be earned based on achievement of performance goals in accordance with the Company’s Key Employees Incentive Plan (the “Incentive Plan”), subject to his continued employment with the Company through the date of payment and the terms and conditions of the Incentive Plan, and (c) eligibility for annual grants of long-term incentive (“LTI”) awards. For 2026, Mr. Wolf’s LTI award will take the form of performance stock units (“PSUs”) with a target grant date value equal to $6,500,000; the PSUs will be subject to the terms and conditions of the Company’s 2024 Stock Plan and the terms and conditions of the applicable award agreement, including a three-year time-based vesting requirement.

Mr. Wolf remains eligible to participate in the Pitney Bowes Severance Pay Plan (the “Severance Pay Plan”) and the Pitney Bowes Senior Executive Severance Policy ((the “Executive Severance Policy,” and together with the Severance Pay Plan, the “Severance Plans”). For the purpose of calculating any severance amount that may become due under the Severance Plans, Mr. Wolf’s annual base salary will be deemed to equal the sum of his annual base salary and Target Bonus. Mr. Wolf’s resignation for good reason (as defined in the Agreement) prior to a change in control will be treated as if his employment were involuntarily terminated without cause for purposes of the Severance Pay Plan and LTI awards, as applicable, and the Company giving Mr. Wolf a notice of non-renewal of the Agreement will be treated as if his employment were involuntarily terminated without cause for purposes of the Severance Plans, Incentive Plan and LTI awards, as applicable.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is attached hereto as Exhibit 10(w) and incorporated herein by reference.

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