Pitney Bowes Inc 10-Q for FY2026 Q3
Pitney Bowes Inc (PBI)
10-Q
2026-10-29
For: 2026-09-30
View Original
Added on
October 29, 2026
About this 10-Q
Pitney Bowes Inc filed this 10-Q on October 29, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $456.18M
- down 0.8% from $459.68M a year earlier
- Net income
- $52.67M
- up 1.4% from net income of $51.96M a year earlier
- Diluted EPS
- $0.37
- up 23.3% from $0.30 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2026
OR
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________ to ________________
Commission file number: 1-03579
(Exact name of registrant as specified in its charter)
| State of incorporation: | I.R.S. Employer Identification No. | |||||||||||||
| Address of Principal Executive Offices: | ||||||||||||||||||||
| Telephone Number: | ||||||||||||||||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| þ | Accelerated filer | ☐ | Non-accelerated filer | o | |||||||||||||
| Smaller reporting company | Emerging growth company | ||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ
As of October 20, 2026, 135,554,541 shares of common stock, par value $1 per share, of the registrant were outstanding.
PITNEY BOWES INC.
INDEX
| Page Number | ||||||||
| Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2026 and 2025 | ||||||||
| Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2026 and 2025 | ||||||||
| Condensed Consolidated Balance Sheets at September 30, 2026 and December 31, 2025 | ||||||||
| Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2026 and 2025 | ||||||||
Item 6: | Exhibits | |||||||
2
PART I. FINANCIAL INFORMATION
Item 1: Financial Statements
PITNEY BOWES INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited; in thousands, except per share amounts)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||
| Services | $ | $ | $ | $ | |||||||||||||||||||
| Products | |||||||||||||||||||||||
| Financing and other | |||||||||||||||||||||||
| Total revenue | |||||||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||
| Cost of services | |||||||||||||||||||||||
| Cost of products | |||||||||||||||||||||||
| Cost of financing and other | |||||||||||||||||||||||
| Selling, general and administrative | |||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| Restructuring charges | |||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||
| Other components of net pension and postretirement cost | |||||||||||||||||||||||
| Other (income) expense | ( | ( | ( | ||||||||||||||||||||
| Total costs and expenses | |||||||||||||||||||||||
| Income before taxes | |||||||||||||||||||||||
| Provision for income taxes | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Basic net income per share | $ | $ | $ | $ | |||||||||||||||||||
| Diluted net income per share | $ | $ | $ | $ | |||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements
3
PITNEY BOWES INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited; in thousands)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive (loss) income, net of tax: | |||||||||||||||||||||||
Foreign currency translation, net of tax of $( | ( | ( | ( | ||||||||||||||||||||
Net unrealized (loss) gain on investment securities, net of tax of $( | ( | ( | |||||||||||||||||||||
Amortization of pension and postretirement costs, net of tax of $ | |||||||||||||||||||||||
| Other comprehensive (loss) income, net of tax | ( | ( | |||||||||||||||||||||
| Comprehensive income | $ | $ | $ | $ | |||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements
4
PITNEY BOWES INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited; in thousands, except per share amount)
| September 30, 2026 | December 31, 2025 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
Cash and cash equivalents (includes $ | $ | $ | |||||||||
Short-term investments (includes $ | |||||||||||
Accounts and other receivables (net of allowance of $ | |||||||||||
Short-term finance receivables (net of allowance of $ | |||||||||||
| Inventories | |||||||||||
| Current income taxes | |||||||||||
Other current assets and prepayments (net of allowance of $ | |||||||||||
| Total current assets | |||||||||||
| Property, plant and equipment, net | |||||||||||
| Rental property and equipment, net | |||||||||||
Long-term finance receivables (net of allowance of $ | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net | |||||||||||
| Operating lease assets | |||||||||||
| Noncurrent income taxes | |||||||||||
Other assets (includes $ | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable and accrued liabilities | $ | $ | |||||||||
| Customer deposits at Pitney Bowes Bank | |||||||||||
| Current operating lease liabilities | |||||||||||
| Current portion of long-term debt | |||||||||||
| Advance billings | |||||||||||
| Current income taxes | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Deferred taxes on income | |||||||||||
| Tax uncertainties and other income tax liabilities | |||||||||||
| Noncurrent operating lease liabilities | |||||||||||
Noncurrent customer deposits at Pitney Bowes Bank | |||||||||||
| Other noncurrent liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies (See Note 13) | |||||||||||
| Stockholders’ deficit: | |||||||||||
Common stock, $ | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
Treasury stock, at cost ( | ( | ( | |||||||||
| Total stockholders’ deficit | ( | ( | |||||||||
| Total liabilities and stockholders’ deficit | $ | $ | |||||||||
See Notes to Condensed Consolidated Financial Statements
5
PITNEY BOWES INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited; in thousands)
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
Adjustments to reconcile net income or loss to net cash from operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Allowance for credit losses | |||||||||||
Change in allowance for DIP Facility | ( | ||||||||||
| Stock-based compensation | |||||||||||
| Amortization of debt fees | |||||||||||
| (Gain) loss on debt redemption/refinancing | ( | ||||||||||
| Restructuring charges | |||||||||||
| Restructuring payments | ( | ( | |||||||||
Loss on disposal of assets | |||||||||||
(Gain) loss on revaluation of intercompany loans | ( | ||||||||||
| Other, net | ( | ||||||||||
| Changes in operating assets and liabilities, net of acquisitions/divestitures: | |||||||||||
| Accounts and other receivables | ( | ||||||||||
| Finance receivables | |||||||||||
| Inventories | ( | ||||||||||
| Other current assets and prepayments | ( | ( | |||||||||
| Accounts payable and accrued liabilities | ( | ( | |||||||||
| Current and noncurrent income taxes | |||||||||||
| Advance billings | ( | ||||||||||
| Net cash from operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Purchases of investment securities | ( | ( | |||||||||
| Proceeds from sales/maturities of investment securities | |||||||||||
| Net investment in loan receivables | ( | ||||||||||
DIP Facility reimbursement | |||||||||||
Acquisition | ( | ||||||||||
| Other investing activities, net | |||||||||||
| Net cash from investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Borrowings under revolving credit facility | |||||||||||
| Repayments under revolving credit facility | ( | ||||||||||
Proceeds from the issuance of debt | |||||||||||
| Principal payments of debt | ( | ( | |||||||||
Premiums and fees paid to redeem/refinance debt | ( | ( | |||||||||
| Dividends paid to stockholders | ( | ( | |||||||||
| Customer deposits at Pitney Bowes Bank | ( | ( | |||||||||
| Capped call payment | ( | ||||||||||
| Proceeds from stock option exercise | |||||||||||
| Common stock repurchases | ( | ( | |||||||||
| Other financing activities, net | ( | ( | |||||||||
Net cash from financing activities | ( | ( | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ||||||||||
| Change in cash and cash equivalents | ( | ( | |||||||||
| Cash and cash equivalents at beginning of period | |||||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||
See Notes to Condensed Consolidated Financial Statements
6
PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)
1. Description of Business and Basis of Presentation
Description of Business
Pitney Bowes Inc. ("we", "our", or "the company") is a technology-driven company that provides digital shipping solutions, mailing innovation, and financial services to clients around the world - including more than 90 percent of the Fortune 500. Small businesses to large enterprises, and government entities rely on Pitney Bowes to reduce the complexity of sending mail and parcels.
Basis of Presentation
During the first quarter of 2025, we identified an error and recorded an out of period adjustment of $4 million to correct an overstatement of revenue in prior periods. The impact of the adjustment was not material to the consolidated financial statements for any interim or annual periods prior to 2025 and was not material to the 2025 annual period.
Accounting Pronouncements Adopted in 2026
In the first quarter of 2026, we adopted Financial Accounting Standards Board ("FASB") ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, and elected the practical expedient to assume that the current conditions as of the balance sheet date will remain unchanged for the remaining life of the asset when developing a reasonable and supportable forecast as part of estimating expected credit losses on those assets. The adoption of this standard did not have a material impact on our financial statements.
Accounting Pronouncements Not Yet Adopted
In November 2025, the FASB issued ASU 2025-08, Financial Instruments - Credit Losses (Topic 326): Purchased Loans, which updates the accounting for certain acquired seasoned loans subject to the current expected credit loss model. This standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2026, with early adoption permitted. We do not expect this standard to have a material impact on our financial statements.
In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which updates the timing of recognition for internal-use software costs. This standard is effective for fiscal years beginning after December 15, 2027, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. We are currently assessing the impact this standard will have on our financial statements.
7
PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)
2. Revenue
Disaggregated Revenue
The following tables disaggregate our revenue by source and timing of recognition:
| Three Months Ended September 30, 2026 | ||||||||||||||||||||
| SendTech Solutions | Presort Services | Revenue from services and products | Revenue from leasing transactions and financing | Total consolidated revenue | ||||||||||||||||
Major service/product lines | ||||||||||||||||||||
| Services | $ | $ | $ | $ | $ | |||||||||||||||
| Products | ||||||||||||||||||||
| Financing and other | ||||||||||||||||||||
| Subtotal | $ | $ | ||||||||||||||||||
| Revenue from leasing transactions and financing | ||||||||||||||||||||
| Total revenue | $ | $ | $ | |||||||||||||||||
Timing of revenue recognition from services and products | ||||||||||||||||||||
Services/products transferred at a point in time | $ | $ | $ | |||||||||||||||||
Services/products transferred over time | ||||||||||||||||||||
| Total | $ | $ | $ | |||||||||||||||||
| Three Months Ended September 30, 2025 | ||||||||||||||||||||
| SendTech Solutions | Presort Services | Revenue from services and products | Revenue from leasing transactions and financing | Total consolidated revenue | ||||||||||||||||
Major service/product lines | ||||||||||||||||||||
| Services | $ | $ | $ | $ | $ | |||||||||||||||
| Products | ||||||||||||||||||||
| Financing and other | ||||||||||||||||||||
| Subtotal | $ | $ | ||||||||||||||||||
| Revenue from leasing transactions and financing | ||||||||||||||||||||
| Total revenue | $ | $ | $ | |||||||||||||||||
Timing of revenue recognition from services and products | ||||||||||||||||||||
Services/products transferred at a point in time | $ | $ | $ | |||||||||||||||||
Services/products transferred over time | ||||||||||||||||||||
| Total | $ | $ | $ | |||||||||||||||||
8
PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)
| Nine Months Ended September 30, 2026 | ||||||||||||||||||||
| SendTech Solutions | Presort Services | Revenue from services and products | Revenue from leasing transactions and financing | Total consolidated revenue | ||||||||||||||||
Major service/product lines | ||||||||||||||||||||
| Services | $ | $ | $ | $ | $ | |||||||||||||||
| Products | ||||||||||||||||||||
| Financing and other | ||||||||||||||||||||
| Subtotal | $ | $ | ||||||||||||||||||
| Revenue from leasing transactions and financing | ||||||||||||||||||||
| Total revenue | $ | $ | $ | |||||||||||||||||
Timing of revenue recognition from services and products | ||||||||||||||||||||
Services/products transferred at a point in time | $ | $ | $ | |||||||||||||||||
Services/products transferred over time | ||||||||||||||||||||
| Total | $ | $ | $ | |||||||||||||||||
| Nine Months Ended September 30, 2025 | ||||||||||||||||||||
| SendTech Solutions | Presort Services | Revenue from products and services | Revenue from leasing transactions and financing | Total consolidated revenue | ||||||||||||||||
Major service/product lines | ||||||||||||||||||||
| Services | $ | $ | $ | $ | $ | |||||||||||||||
| Products | ||||||||||||||||||||
| Financing and other | ||||||||||||||||||||
| Subtotal | $ | $ | ||||||||||||||||||
| Revenue from leasing transactions and financing | ||||||||||||||||||||
| Total revenue | $ | $ | $ | |||||||||||||||||
Timing of revenue recognition from services and products | ||||||||||||||||||||
Services/products transferred at a point in time | $ | $ | $ | |||||||||||||||||
Services/products transferred over time | ||||||||||||||||||||
| Total | $ | $ | $ | |||||||||||||||||
Our performance obligations for revenue from services and products are as follows:
Services revenue includes revenues from digital shipping and mailing technology solutions and the maintenance, professional and subscription services related to those solutions, mail processing services and cross-border solutions. Revenues for mail processing services and cross-border solutions are recognized over time using an output method based on the number of parcels or mail pieces either processed or delivered, depending on the service type, since that measure best depicts the value of goods and services transferred to the client over the contract period. Contract terms for these services initially range from to five years and contain annual renewal options. Revenue for shipping subscription services is recognized ratably over the contract period as the client obtains equal benefit from these services throughout the period. Revenue for maintenance and subscription services is recognized ratably over the contract period, which ranges from to five years , and revenue for professional services is recognized when services are provided.
Products revenue generally includes the sale of mailing and shipping equipment and related supplies. We recognize revenue upon delivery for self-install equipment and supplies and upon acceptance or installation for other equipment.
9
PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)
Financing and other revenue includes revenue from sales-type and operating leases, finance income, fees and income and losses from investment activity at the Pitney Bowes Bank.
Advance Billings
| Balance sheet location | September 30, 2026 | December 31, 2025 | Increase/ (decrease) | ||||||||||||||||||||
| Advance billings, current | Advance billings | $ | $ | $ | ( | ||||||||||||||||||
| Advance billings, noncurrent | Other noncurrent liabilities | $ | $ | $ | |||||||||||||||||||
Advance billings from contracts with customers are recorded when cash payments are due in advance of our performance. Revenue is recognized ratably over the contract term. Items in advance billings primarily relate to maintenance service agreements on mailing equipment. Revenue recognized during the period includes $45 million of advance billings at the beginning of the period. Current advance billings at September 30, 2026 and December 31, 2025 does not include $7 million and $6 million, respectively, from leasing transactions.
Future Performance Obligations
Future performance obligations primarily include maintenance and subscription services bundled with our leasing contracts. The transaction prices allocated to future performance obligations will be recognized as follows:
| Remainder of 2026 | 2027 | 2028-2031 | Total | |||||||||||||||||||||||
| SendTech Solutions | $ | $ | $ | $ | ||||||||||||||||||||||
These amounts do not include revenue for performance obligations under contracts with terms less than 12 months or revenue for performance obligations where revenue is recognized based on the amount billable to the customer.
10
PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)
3. Segment Information
Our reportable segments are SendTech Solutions and Presort Services. SendTech Solutions includes the revenue and related expenses from physical and digital mailing and shipping technology solutions, financing, services, supplies and other applications to help simplify and save on the sending, tracking and receiving of letters, parcels and flats. Presort Services includes the revenue and related expenses from sortation services to qualify large volumes of First Class Mail, First Class Flats, Marketing Mail and Marketing Mail Flats/Bound Printed Matter for postal worksharing discounts.
Management, including the Chief Executive Officer, who is the Chief Operating Decision Maker (CODM), measures segment profitability and performance using adjusted segment earnings before interest and taxes (EBIT). Adjusted segment EBIT is calculated as segment revenues less the related costs and expenses attributable to the segment. Adjusted segment EBIT excludes interest, taxes, general corporate expenses, restructuring charges, and other items not allocated to our segments. Effective January 1, 2026, we are excluding from Adjusted segment EBIT, pension expense related to U.S. and Canada pension plans that we have taken steps to terminate. Prior periods were not recast. Management believes that adjusted segment EBIT provides a useful measure of operating performance and underlying trends of the business. Adjusted segment EBIT may not be indicative of our overall consolidated performance and therefore should be read in conjunction with our consolidated results of operations. Information about our reportable segments is shown in the tables below.
| Revenue | |||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| SendTech Solutions | $ | $ | $ | $ | |||||||||||||||||||
| Presort Services | |||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | |||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| SendTech Solutions | |||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Less: | |||||||||||||||||||||||
| Cost of revenue | |||||||||||||||||||||||
Operating expenses | |||||||||||||||||||||||
| Adjusted segment EBIT | $ | $ | $ | $ | |||||||||||||||||||
| Presort Services | |||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Less: | |||||||||||||||||||||||
Cost of revenue | |||||||||||||||||||||||
Operating expenses | |||||||||||||||||||||||
| Adjusted segment EBIT | $ | $ | $ | $ | |||||||||||||||||||
11
PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)
| Adjusted Segment EBIT | |||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| SendTech Solutions | $ | $ | $ | $ | |||||||||||||||||||
| Presort Services | |||||||||||||||||||||||
| Total adjusted segment EBIT | |||||||||||||||||||||||
| Reconciliation of adjusted segment EBIT to income or loss before taxes: | |||||||||||||||||||||||
| Interest expense, net | ( | ( | ( | ( | |||||||||||||||||||
Corporate expenses | ( | ( | ( | ( | |||||||||||||||||||
Restructuring charges | ( | ( | ( | ( | |||||||||||||||||||
| Gain (loss) on debt redemption/refinancing | ( | ( | |||||||||||||||||||||
| Foreign currency gain (loss) on intercompany loans | ( | ||||||||||||||||||||||
| Benefit in connection with Ecommerce Restructuring | |||||||||||||||||||||||
Pension expense of plans to be terminated | ( | ( | |||||||||||||||||||||
| Transaction and Strategic review costs | ( | ( | ( | ( | |||||||||||||||||||
| Income before taxes | $ | $ | $ | $ | |||||||||||||||||||
4. Earnings per Share (EPS)
The calculation of basic and diluted EPS is presented below.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
Weighted-average shares used in basic EPS | |||||||||||||||||||||||
| Dilutive effect of common stock equivalents | |||||||||||||||||||||||
| Weighted-average shares used in diluted EPS | |||||||||||||||||||||||
| Basic net income per share | $ | $ | $ | $ | |||||||||||||||||||
| Diluted net income per share | $ | $ | $ | $ | |||||||||||||||||||
| Common stock equivalents excluded from calculation of diluted earnings per share because their impact would be anti-dilutive: | |||||||||||||||||||||||
Stock-based compensation awards | |||||||||||||||||||||||
Convertible senior notes | |||||||||||||||||||||||
Total | |||||||||||||||||||||||
12
PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)
5. Inventories
Inventories are stated at the lower of cost, determined on the first-in, first-out (FIFO) basis, or net realizable value. Inventories consisted of the following:
| September 30, 2026 | December 31, 2025 | ||||||||||
| Raw materials | $ | $ | |||||||||
| Supplies and service parts | |||||||||||
| Finished products | |||||||||||
| Total inventories | $ | $ | |||||||||
6. Finance Assets and Lessor Operating Leases
Finance Assets
Finance receivables are comprised of sales-type leases, secured loans and unsecured loans. Sales-type leases and secured loans are financing options for the purchase or lease of Pitney Bowes' or other manufacturers' equipment and are generally due in installments over periods ranging from to five years . Unsecured loans are revolving credit lines offered to our clients for postage, supplies and working capital purposes. Unsecured loans are generally due monthly; however, clients may rollover outstanding balances. Interest is recognized on finance receivables using the effective interest method. Annual fees are recognized ratably over the period covered and client acquisition costs are expensed as incurred. All finance receivables are in our SendTech Solutions segment and we segregate finance receivables into a North America portfolio and an International portfolio.
Finance receivables consisted of the following:
| September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||||
| North America | International | Total | North America | International | Total | ||||||||||||||||||||||||||||||
| Sales-type lease receivables | |||||||||||||||||||||||||||||||||||
| Gross finance receivables | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Unguaranteed residual values | |||||||||||||||||||||||||||||||||||
| Unearned income | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||
| Allowance for credit losses | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||
| Net investment in sales-type lease receivables | |||||||||||||||||||||||||||||||||||
| Loan receivables | |||||||||||||||||||||||||||||||||||
| Loan receivables | |||||||||||||||||||||||||||||||||||
| Allowance for credit losses | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||
| Net investment in loan receivables | |||||||||||||||||||||||||||||||||||
| Net investment in finance receivables | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Maturities of gross finance receivables at September 30, 2026 were as follows:
| Sales-type Lease Receivables | Loan Receivables | ||||||||||||||||||||||||||||||||||
| North America | International | Total | North America | International | Total | ||||||||||||||||||||||||||||||
| Remainder 2026 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| 2027 | |||||||||||||||||||||||||||||||||||
| 2028 | |||||||||||||||||||||||||||||||||||
| 2029 | |||||||||||||||||||||||||||||||||||
| 2030 | |||||||||||||||||||||||||||||||||||
| Thereafter | |||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
13
PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)
Aging of Receivables
The aging of gross finance receivables was as follows:
| September 30, 2026 | |||||||||||||||||||||||||||||
| Sales-type Lease Receivables | Loan Receivables | ||||||||||||||||||||||||||||
| North America | International | North America | International | Total | |||||||||||||||||||||||||
| Past due amounts 0 - 90 days | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Past due amounts > 90 days | |||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||||||||
| Sales-type Lease Receivables | Loan Receivables | ||||||||||||||||||||||||||||
| North America | International | North America | International | Total | |||||||||||||||||||||||||
| Past due amounts 0 - 90 days | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Past due amounts > 90 days | |||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Allowance for Credit Losses
We provide an allowance for credit losses based on historical loss experience, the nature of our portfolios, adverse situations that may affect a client's ability to pay, current economic conditions and outlook based on reasonable and supportable forecasts. We continually evaluate the adequacy of the allowance for credit losses and adjust as necessary. The assumptions used in determining an estimate of credit losses are inherently subjective and actual results may differ significantly from estimated reserves.
We establish credit approval limits based on the client's credit quality and the type of equipment financed. We cease financing revenue recognition for lease receivables and unsecured loan receivables that are more than 90 days past due. Revenue recognition is resumed when the client's payments reduce the account aging to less than 60 days past due. Finance receivables are written off against the allowance after all collection efforts have been exhausted and the account is deemed uncollectible. We believe that our credit risk is low because of the geographic and industry diversification of our clients and small account balances for most of our clients.
Activity in the allowance for credit losses for finance receivables was as follows:
| Sales-type Lease Receivables | Loan Receivables | ||||||||||||||||||||||||||||
| North America | International | North America | International | Total | |||||||||||||||||||||||||
| Balance at January 1, 2026 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Amounts charged to expense | ( | ( | |||||||||||||||||||||||||||
| Write-offs | ( | ( | ( | ( | ( | ||||||||||||||||||||||||
| Recoveries | |||||||||||||||||||||||||||||
| Other | ( | ( | ( | ( | |||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Sales-type Lease Receivables | Loan Receivables | ||||||||||||||||||||||||||||
| North America | International | North America | International | Total | |||||||||||||||||||||||||
| Balance at January 1, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Amounts charged to expense | |||||||||||||||||||||||||||||
| Write-offs | ( | ( | ( | ( | ( | ||||||||||||||||||||||||
| Recoveries | |||||||||||||||||||||||||||||
| Other | |||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
14
PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)
The table below shows write-offs of gross finance receivables by year of origination.
| Nine Months Ended September 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||
| Sales Type Lease Receivables | Loan Receivables | Total | |||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2024 | 2023 | 2022 | Prior | ||||||||||||||||||||||||||||||||||||||||||
| Write-offs | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||
| Sales Type Lease Receivables | Loan Receivables | Total | |||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2023 | 2022 | 2021 | Prior | ||||||||||||||||||||||||||||||||||||||||||
| Write-offs | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
Credit Quality
The extension and management of credit lines to new and existing clients uses a combination of a client's credit score, where available, a detailed manual review of their financial condition and payment history, or an automated process. Once credit is granted, the payment performance of the client is managed through automated collections processes and is supplemented with direct follow-up should an account become delinquent. We have robust automated collections and extensive portfolio management processes to ensure that our global strategy is executed, collection resources are allocated and enhanced tools and processes are implemented as needed.
Substantially all of our finance receivables are within the North American portfolio. We use a third-party to score the majority of this portfolio on a quarterly basis using a proprietary commercial credit score. The relative scores are determined based on a number of factors, including financial information, payment history, company type and ownership structure. We stratify the credit scores of our clients into low, medium and high-risk accounts. Due to timing and other issues, our entire portfolio may not be scored at period end. We report these amounts as "Not Scored"; however, absence of a score is not indicative of the credit quality of the account. The credit score is used to predict the payment behaviors of our clients and the probability that an account will become greater than 90 days past due during the subsequent 12-month period.
•Low risk accounts are companies with very good credit scores and a predicted delinquency rate of less than 5 %.
•Medium risk accounts are companies with average to good credit scores and a predicted delinquency rate between 5 % and 10 %.
•High risk accounts are companies with poor credit scores, are delinquent or are at risk of becoming delinquent. The predicted delinquency rate would be greater than 10 %.
We do not use a third-party to score our International portfolio because the cost to do so is prohibitive as there is no single credit score model that covers all countries. Accordingly, the entire International portfolio is reported in the Not Scored category. Most of the International credit applications are subjected to an automated review process. Credit applications that are manually reviewed include obtaining client financial information, credit reports and other available financial information.
The table below shows gross finance receivables by relative risk class and year of origination based on the relative scores of the accounts within each class.
15
PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)
| September 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||
| Sales Type Lease Receivables | Loan Receivables | Total | |||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2024 | 2023 | 2022 | Prior | ||||||||||||||||||||||||||||||||||||||||||
| Low | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Medium | |||||||||||||||||||||||||||||||||||||||||||||||
| High | |||||||||||||||||||||||||||||||||||||||||||||||
| Not Scored | |||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||
| Sales Type Lease Receivables | Loan Receivables | Total | |||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2023 | 2022 | 2021 | Prior | ||||||||||||||||||||||||||||||||||||||||||
| Low | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Medium | |||||||||||||||||||||||||||||||||||||||||||||||
| High | |||||||||||||||||||||||||||||||||||||||||||||||
| Not Scored | |||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
Lease Income
Lease income from sales-type leases, excluding variable lease payments, was as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Profit recognized at commencement | $ | $ | $ | $ | |||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Total lease income from sales-type leases | $ | $ | $ | $ | |||||||||||||||||||
Lessor Operating Leases
We lease mailing equipment under operating leases with terms of to five years . Revenue from operating leases for both the three months ended September 30, 2026 and 2025 was $14 43 Maturities of operating leases are as follows:
| Remainder 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| Total | $ | ||||
16
PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)
7. Intangible Assets and Goodwill
Intangible assets consisted of the following:
| September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||||||||||||||||||||||
| Customer relationships | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
| Software & technology | ( | ( | |||||||||||||||||||||||||||||||||
| Total intangible assets | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
Amortization expense was $1 3 million and $4 million for the nine months ended September 30, 2026 and 2025, respectively.
Future amortization expense as of September 30, 2026 is shown in the table below. Actual amortization expense may differ due to, among other things, fluctuations in foreign currency exchange rates, acquisitions, divestitures and impairment charges.
| Remainder 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| Total | $ | ||||
Goodwill
Changes in the carrying value of goodwill by reporting segment are shown in the table below.
| December 31, 2025 | Currency impact | September 30, 2026 | |||||||||||||||||||||||||||||||||||||||
| SendTech Solutions | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||
| Presort Services | |||||||||||||||||||||||||||||||||||||||||
| Total goodwill | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||
17
PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)
8. Fair Value Measurements and Derivative Instruments
We measure certain financial assets and liabilities at fair value on a recurring basis. Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. An entity is required to classify certain assets and liabilities measured at fair value based on the following fair value hierarchy that prioritizes the inputs used to measure fair value:
Level 1 – Unadjusted quoted prices in active markets for identical assets and liabilities.
Level 2 – Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3– Unobservable inputs that are supported by little or no market activity, may be derived from internally developed methodologies based on management’s best estimate of fair value and that are significant to the fair value of the asset or liability.
Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement requires judgment and may affect its placement within the fair value hierarchy.
The following tables show the financial assets and liabilities accounted for at fair value on a recurring basis by level within the fair value hierarchy.
| September 30, 2026 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Money market funds | $ | $ | $ | $ | |||||||||||||||||||
Mutual funds | |||||||||||||||||||||||
Government securities | |||||||||||||||||||||||
| Corporate debt securities | |||||||||||||||||||||||
Mortgage-backed securities | |||||||||||||||||||||||
Asset-backed securities | |||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||
Deferred compensation obligations | $ | $ | $ | $ | |||||||||||||||||||
| Total liabilities | $ | $ | $ | $ | |||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Money market funds | $ | $ | $ | $ | |||||||||||||||||||
Mutual funds | |||||||||||||||||||||||
Government securities | |||||||||||||||||||||||
| Corporate debt securities | |||||||||||||||||||||||
Mortgage-backed securities | |||||||||||||||||||||||
Asset-backed securities | |||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||
Deferred compensation obligations | $ | $ | $ | $ | |||||||||||||||||||
| Total liabilities | $ | $ | $ | $ | |||||||||||||||||||
18
PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)
The valuation of financial assets and liabilities is based on a market approach using inputs that are observable, or can be corroborated by observable data, in an active marketplace. The following information relates to our classification within the fair value hierarchy:
Assets
•Money Market Funds: Money market funds typically invest in securities issued by the U.S. government and its agencies and other highly liquid, low risk securities. The fair value of money market funds is based on the net asset value as reported daily by the underlying money market fund and serves as the basis for subscriptions and redemptions. Accordingly, money market funds are classified as Level 1.
•Mutual Funds: Comprised of mutual funds investing in equity securities of U.S. and foreign companies and a variety of fixed income securities. Mutual fund investments are primarily held in our deferred compensation plan (see Deferred Compensation Obligation below). The fair value of mutual funds is based on the net asset value as reported daily by the underlying mutual fund and serves as the basis for subscriptions and redemptions. Accordingly, mutual funds are classified as Level 1.
•Government Securities: Government securities consist primarily of municipal bonds and U.S. agency securities. Government securities are classified as Level 1 when unadjusted quoted prices in active markets are available and as Level 2 when fair value is determined using quoted market prices for similar securities or by benchmarking models which derive prices based on observable transactions for comparable securities.
•Corporate Debt Securities: Corporate debt securities are valued using recently executed comparable transactions, market price quotations or bond spreads for the same maturity as the security. Accordingly, these securities are classified as Level 2.
•Mortgage-Backed Securities: Comprised of U.S Government agency mortgage-backed securities issued by the Federal Home Loan Mortgage Corporation (Freddie Mac), Federal National Mortgage Association (Fannie Mae), Governmental National Mortgage Association (Ginnie Mae), and the Federal Housing Administration and commercial mortgage-backed securities. Fair value for these securities is determined based on prices of comparable securities, external pricing indices or external price/spread data. Accordingly, these securities are classified as Level 2.
•Asset-Backed Securities: Asset-backed securities are classified as Level 2 as fair value for these securities is determined based on prices of comparable securities, external pricing indices or external price/spread data.
Liabilities
•Deferred Compensation Obligation: we offer a deferred compensation plan that allows certain eligible employees to defer a portion of their variable compensation annually and invest their deferred compensation among a variety of investment options. The deferred compensation obligation represents the aggregate value of the participants' accounts at the end of the reporting period. The fair value of the deferred compensation obligation is determined based on the underlying asset values and is classified as Level 2. The deferred compensation obligation is reported in accounts payable and accrued liabilities on our Condensed Consolidated Balance Sheet.
Available-For-Sale Securities
Investment securities classified as available-for-sale are recorded at fair value. Changes in fair value due to market conditions are recorded in accumulated other comprehensive loss (AOCL), and changes in fair value due to credit conditions are recorded in earnings. There were no changes in fair value charged to earnings in the three months ended September 30, 2026 or 2025.
Available-for-sale securities consisted of the following:
| September 30, 2026 | |||||||||||||||||||||||
| Amortized cost | Gross unrealized gains | Gross unrealized losses | Estimated fair value | ||||||||||||||||||||
| Mutual funds | $ | $ | $ | ( | $ | ||||||||||||||||||
| Government securities | ( | ||||||||||||||||||||||
| Corporate debt securities | ( | ||||||||||||||||||||||
| Mortgage-backed securities | ( | ||||||||||||||||||||||
| Asset-backed securities | ( | ||||||||||||||||||||||
| Total | $ | $ | $ | ( | $ | ||||||||||||||||||
19
PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)
| December 31, 2025 | |||||||||||||||||||||||
| Amortized cost | Gross unrealized gains | Gross unrealized losses | Estimated fair value | ||||||||||||||||||||
| Mutual funds | $ | $ | $ | ( | $ | ||||||||||||||||||
| Government securities | ( | ||||||||||||||||||||||
| Corporate debt securities | ( | ||||||||||||||||||||||
Mortgage-backed securities | ( | ||||||||||||||||||||||
Asset-backed securities | |||||||||||||||||||||||
| Total | $ | $ | $ | ( | $ | ||||||||||||||||||
The fair value of available-for-sale securities is reported on our Condensed Consolidated Balance Sheet as follows:
| September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
Short-term investments | $ | $ | |||||||||||||||||||||
Other assets | |||||||||||||||||||||||
| Total | $ | $ | |||||||||||||||||||||
Investment securities in a loss position were as follows:
| September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
| Fair Value | Gross unrealized losses | Fair Value | Gross unrealized losses | ||||||||||||||||||||
| Greater than 12 continuous months | |||||||||||||||||||||||
| Mutual funds | $ | $ | $ | $ | |||||||||||||||||||
| Government securities | |||||||||||||||||||||||
| Corporate debt securities | |||||||||||||||||||||||
Mortgage-backed securities | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
| Less than 12 continuous months | |||||||||||||||||||||||
| Asset-backed securities | $ | $ | $ | $ | |||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
At September 30, 2026, substantially all securities in the investment portfolio were in an unrealized loss position. However, we have not recorded an allowance for credit loss or an impairment charge as we have the ability and intent to hold these securities until recovery of the unrealized losses and expect to receive the stated principal and interest at maturity.
Scheduled maturities of available-for-sale securities at September 30, 2026 were as follows:
| Amortized cost | Estimated fair value | ||||||||||
| Within 1 year | $ | $ | |||||||||
| After 1 year through 5 years | |||||||||||
| After 5 years through 10 years | |||||||||||
| After 10 years | |||||||||||
| Total | $ | $ | |||||||||
Actual maturities may not coincide with scheduled maturities as certain securities contain early redemption features and/or allow for the prepayment of obligations.
20
PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)
Held-to-Maturity Securities
The carrying value and fair value of investments classified as held-to-maturity is as follows:
September 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||
Carrying value | Fair value | Carrying value | Fair value | |||||||||||||||||||||||
Government securities | $ | $ | $ | $ | ||||||||||||||||||||||
Other | ||||||||||||||||||||||||||
Total | $ | $ | $ | $ | ||||||||||||||||||||||
The carrying value of held-to-maturity securities is reported on our Condensed Consolidated Balance Sheet as follows:
| September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
Short-term investments | $ | $ | |||||||||||||||||||||
Other assets | |||||||||||||||||||||||
| Total | $ | $ | |||||||||||||||||||||
Scheduled maturities of held-to-maturity securities at September 30, 2026 were as follows:
Carrying value | Fair value | ||||||||||
| Within 1 year | $ | $ | |||||||||
| After 1 year through 5 years | |||||||||||
| After 10 years | |||||||||||
| Total | $ | $ | |||||||||
Fair Value of Financial Instruments
Our financial instruments include cash equivalents, accounts receivables, finance receivables, accounts payable and debt. The carrying values of cash equivalents, accounts receivables, finance receivables and accounts payable approximate fair value. The inputs used to estimate fair value of cash equivalents, accounts receivables, finance receivables and accounts payable were Level 2.
The inputs used to estimate the fair value of debt were Level 2 and included recently executed transactions and market price quotations.
| September 30, 2026 | December 31, 2025 | ||||||||||
| Carrying value | $ | $ | |||||||||
| Fair value | $ | $ | |||||||||
21
PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)
9. Restructuring Charges
Activity in our restructuring reserves was as follows:
| 2025 Plan | 2024 Plan | Total | |||||||||||||||
| Balance at January 1, 2026 | $ | $ | $ | ||||||||||||||
Amounts charged to expense | |||||||||||||||||
| Cash payments | ( | ( | ( | ||||||||||||||
| Noncash activity | ( | ( | |||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | ||||||||||||||
| 2025 Plan | 2024 Plan | Total | |||||||||||||||
| Balance at January 1, 2025 | $ | $ | $ | ||||||||||||||
| Amounts charged to expense | |||||||||||||||||
| Cash payments | ( | ( | |||||||||||||||
| Noncash activity | ( | ( | |||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | ||||||||||||||
Components of restructuring expense were as follows:
| Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | ||||||||||||||||||||||||||||||||||
| 2025 Plan | 2025 Plan | 2024 Plan | Total | ||||||||||||||||||||||||||||||||
| Severance | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Facilities and other | |||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | ||||||||||||||||||||||||||||||||||
| 2025 Plan | 2025 Plan | 2024 Plan | Total | ||||||||||||||||||||||||||||||||
| Severance | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Facilities and other | |||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
22
PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)
10. Debt
Total debt consisted of the following:
| Interest rate | September 30, 2026 | December 31, 2025 | |||||||||||||||
| Notes due March 2027 | $ | $ | |||||||||||||||
| Notes due March 2029 | |||||||||||||||||
| Convertible Notes due August 2030 | |||||||||||||||||
| Term loan due May 2031 | SOFR + | ||||||||||||||||
| Term loan due March 2032 | SOFR + | ||||||||||||||||
| Notes due January 2037 | |||||||||||||||||
| Notes due March 2043 | |||||||||||||||||
| Principal amount | |||||||||||||||||
| Less: unamortized costs, net | |||||||||||||||||
| Total debt | |||||||||||||||||
| Less: current portion long-term debt | |||||||||||||||||
| Long-term debt | $ | $ | |||||||||||||||
In the first quarter of 2026, we issued an additional aggregate $150 million of the Notes due March 2029 with identical terms to the prior notes outstanding. In the second quarter of 2026, we borrowed an additional $150 million under the Term Loan due March 2028 and extended the maturity date to May 2031. The proceeds of the additional term loan borrowing were used to repay the Notes due March 2027. In the third quarter of 2026, we completed a tender offer and redeemed an aggregate $46 million of the Notes due January 2037 and Notes due March 2043 and recorded a gain of $5 million in other (income) expense. Also, in the third quarter of 2026, we amended the Term loan due March 2032 to reduce the spread by 0.75 %.
We maintain a $450 million revolving credit facility (increased from $400 million in the first quarter of 2026) that matures in May 2031. This credit facility requires that we maintain (with maintenance tested quarterly) (i) a Consolidated Interest Coverage Ratio (as defined in the credit facility agreement) of not less than 2.00 to 1.00, (ii) a Consolidated Secured Net Leverage Ratio (as defined in the credit facility agreement) of no greater than 3.00 to 1.00 and (iii) a Consolidated Total Net Leverage Ratio (as defined in the credit facility agreement) of no greater than (a) 4.75 to 1.00 for each of the fiscal quarters in 2026, (b) 4.50 to 1.00 for each of the fiscal quarters in 2027, (c) 4.25 to 1.00 for each of the fiscal quarters in 2028 and (d) 4.00 to 1.00 for each fiscal quarter thereafter. At September 30, 2026, we were in compliance with these financial covenants. During 2026, we borrowed an aggregate $177 million under this credit facility, $80 million of which was borrowed in the third quarter, and was fully repaid by September 30, 2026. At September 30, 2026, we have remaining borrowing capacity of $427 million. Borrowings under this credit facility are secured by assets of the Company.
The credit facility also contains provisions whereby if, on any day prior to December 14, 2028, the Notes due March 2029 have not been redeemed in full and liquidity is less than an amount equal to the amount to redeem the Notes due March 2029 plus $100 million, the Term loan due May 2031 and any borrowings under the revolving credit facility would become due on such date. Further, if on any day prior to May 16, 2030, the Convertible Notes due August 2030 (the "Convertible Notes") have not been redeemed in full and liquidity is less than an amount equal to the amount to redeem the Convertible Notes plus $100 million, the Term loan due May 2031 and any borrowings under the revolving credit facility would become due on such date.
Prior to May 15, 2030, the Convertible Notes will be convertible only upon satisfaction of certain conditions and during certain periods, and, thereafter, the Convertible Notes will be convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. The conversion rate is 70.4648 shares of common stock per $1,000 principal amount, or $14.19 per share, subject to adjustment.
The Convertible Notes may be converted by the bondholders at any time if the last reported sale price of the Company’s Common Stock has been at least 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period).
We may not redeem the Convertible Notes prior to August 21, 2028. On or after August 21, 2028, we may redeem for cash all or any portion of the Convertible Notes, at our option, if the last reported sale price of the Company’s Common Stock has been at least 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on
23
PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)
which we provide notice of redemption at a redemption price equal to 100 % of the principal amount to be redeemed, plus accrued and unpaid interest.
If the Company undergoes a fundamental change (as defined in the Indenture), subject to certain conditions, holders may require that we repurchase for cash all or part of their Convertible Notes at a repurchase price equal to 100 % of the principal amount to be repurchased, plus accrued and unpaid interest. In addition, if a make-whole fundamental change (as defined in the Indenture) occurs, or if we send a notice of redemption, we may be required to increase the conversion rate for any Convertible Notes converted in connection with such make-whole fundamental change or notice of redemption by a specified number of shares of its Common Stock.
The Convertible Notes are senior unsecured obligations of the Company and are guaranteed jointly and severally, on a senior unsecured basis, by each of the Company’s existing and future wholly owned U.S. subsidiaries that guarantee the Company’s existing credit agreement, existing senior notes or any other series of capital market debt with an aggregate principal amount outstanding in excess of $150 million.
Conversions of the Convertible Notes will be settled by paying cash up to the aggregate principal amount of the Convertible Notes being converted and by delivering shares of our common stock in respect of the remainder, if any, of our conversion obligation in excess of the aggregate principal amount of the Convertible Notes being converted.
In connection with the Convertible Notes offering, we entered into privately negotiated capped call transactions (the "Capped Call Transactions") with certain of the initial purchasers or their respective affiliates and certain other financial institutions. The Capped Call Transactions are expected to reduce the potential dilution of our common stock upon conversion of any Convertible Notes.
Number of shares covered, subject to certain adjustments | |||||
Strike price, subject to certain adjustments | $ | ||||
Cap price, subject to certain adjustments | $ | ||||
| Total premium paid | $ | ||||
24
PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)
11. Pensions and Other Benefit Programs
The components of net periodic benefit cost were as follows:
| Defined Benefit Pension Plans | Nonpension Postretirement Benefit Plans | ||||||||||||||||||||||||||||||||||
| United States | Foreign | ||||||||||||||||||||||||||||||||||
| Three Months Ended | Three Months Ended | Three Months Ended | |||||||||||||||||||||||||||||||||
| September 30, | September 30, | September 30, | |||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||
| Service cost | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Interest cost | |||||||||||||||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Amortization of prior service (credit) cost | ( | ( | |||||||||||||||||||||||||||||||||
| Amortization of net actuarial loss (gain) | ( | ( | |||||||||||||||||||||||||||||||||
| Net periodic benefit cost (income) | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Contributions to benefit plans | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Defined Benefit Pension Plans | Nonpension Postretirement Benefit Plans | ||||||||||||||||||||||||||||||||||
| United States | Foreign | ||||||||||||||||||||||||||||||||||
| Nine Months Ended | Nine Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||||
| September 30, | September 30, | September 30, | |||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||
| Service cost | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Interest cost | |||||||||||||||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Amortization of prior service (credit) cost | ( | ( | |||||||||||||||||||||||||||||||||
| Amortization of net actuarial loss (gain) | ( | ( | |||||||||||||||||||||||||||||||||
| Settlement | |||||||||||||||||||||||||||||||||||
| Net periodic benefit cost (income) | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Contributions to benefit plans | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
In the third quarter of 2026, we launched a lump-sum campaign for participants in the United States Qualified Pension Plan. As a result of the campaign, lump-sum payments totaling $66 million were made from plan assets in October 2026. We intend to execute a buy-out contract to transfer all remaining assets and liabilities of the plan to the insurance carrier before the end of the year.
25
PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)
12. Income Taxes
The effective tax rate for the three and nine months ended September 30, 2026 is 24.9 % and 25.6 % respectively, and includes a benefit of $4 2 million for the vesting of restricted stock. The effective tax rate for the three and nine months ended September 30, 2025 is 23.7 % and 23.9 %, respectively, and includes a benefit of $11 million and $13 million, respectively for the resolution of tax matters. The effective tax rate for the nine months ended September 30, 2025 also includes a benefit of $2 million for the vesting of restricted stock.
13. Commitments and Contingencies
From time to time, in the ordinary course of business as well as in connection with our 2024 GEC Chapter 11 cases, we are involved in litigation pertaining to, among other things, contractual rights under vendor, insurance or other contracts; intellectual property or patent rights; equipment, service, payment or other disputes with clients; or disputes with employees. Some of these actions may be brought as a purported class action on behalf of a purported class of customers, employees, or others.
The Company is involved in a dispute regarding agreements called “Equipment Supplements” with a former vendor for GEC that has resulted in three separate litigations. Kingsbridge Holdings, LLC, the parent company of Trilogy Leasing Co., LLC ("Trilogy"), filed suit against Pitney Bowes Inc. and Pitney Bowes Presort Services, LLC in November 2024, seeking more than $100 million in lease payments, interest, fees and additional, related damages. That suit is pending in the Northern District of Illinois. In addition, we had intervened in a case filed against Trilogy in the United States Bankruptcy Court for the Southern District of Texas by one of the GEC Debtors, challenging the amount of damages potentially recoverable by Trilogy. The parties have agreed that this Texas case is now moot and the bankruptcy Court has now dismissed the Texas case for lack of jurisdiction at our request. We have now raised the same arguments against the damage claims in the Illinois action.
26
PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)
14. Stockholders’ Deficit
Changes in stockholders’ deficit were as follows:
| Common stock | Retained earnings | Accumulated other comprehensive loss | Treasury stock | Total deficit | |||||||||||||||||||||||||||||||||||||||||||
| Balance at July 1, 2026 | $ | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Dividends paid ($ | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||||||||
| Common stock | Retained earnings | Accumulated other comprehensive loss | Treasury stock | Total deficit | |||||||||||||||||||||||||||||||||||||||||||
| Balance at July 1, 2025 | $ | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||
Dividends paid ($ | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||||||||
| Common stock | Retained earnings | Accumulated other comprehensive loss | Treasury stock | Total deficit | |||||||||||||||||||||||||||||||||||||||||||
| Balance at January 1, 2026 | $ | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||||||||
Net income | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||
Dividends paid ($ | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||||||||
| Common stock | Retained earnings | Accumulated other comprehensive loss | Treasury stock | Total deficit | |||||||||||||||||||||||||||||||||||||||||||
| Balance at January 1, 2025 | $ | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Dividends paid ($ | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||||||||
27
PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)
15. Accumulated Other Comprehensive Loss
Reclassifications out of AOCL were as follows:
| Gain (Loss) Reclassified from AOCL | |||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Available-for-sale securities | |||||||||||||||||||||||
| Financing and other revenue | $ | $ | $ | $ | ( | ||||||||||||||||||
Income tax benefit | ( | ||||||||||||||||||||||
| Net of tax | $ | $ | $ | $ | ( | ||||||||||||||||||
Pension and postretirement benefit plans | |||||||||||||||||||||||
| Prior service costs | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Actuarial losses | ( | ( | ( | ( | |||||||||||||||||||
| Settlement | ( | ||||||||||||||||||||||
| Total before tax | ( | ( | ( | ( | |||||||||||||||||||
| Income tax benefit | ( | ( | ( | ( | |||||||||||||||||||
| Net of tax | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Changes in AOCL, net of tax were as follows:
| Available for sale securities | Pension and postretirement benefit plans | Foreign currency adjustments | Total | ||||||||||||||||||||||||||
| Balance at January 1, 2026 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||
| Other comprehensive loss before reclassifications | ( | ( | ( | ||||||||||||||||||||||||||
| Reclassifications into earnings | |||||||||||||||||||||||||||||
| Net other comprehensive (loss) income | ( | ( | ( | ||||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||
| Available for sale securities | Pension and postretirement benefit plans | Foreign currency adjustments | Total | ||||||||||||||||||||||||||
| Balance at January 1, 2025 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||
| Other comprehensive income before reclassifications | |||||||||||||||||||||||||||||
| Reclassifications into earnings | |||||||||||||||||||||||||||||
| Net other comprehensive income | |||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||
28
PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)
16. Supplemental Financial Statement Information
Activity in the allowance for credit losses, other than finance receivables (see Note 6 for further information) is presented below.
| Nine Months Ended September 30, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Balance at beginning of year | $ | $ | |||||||||||||||||||||
| Amounts charged to expense | ( | ||||||||||||||||||||||
| Write-offs, recoveries and other | ( | ( | |||||||||||||||||||||
| Balance at end of period | $ | $ | |||||||||||||||||||||
| Accounts and other receivables | $ | $ | |||||||||||||||||||||
Other current assets and prepayments | |||||||||||||||||||||||
| Total | $ | $ | |||||||||||||||||||||
Amounts charged to expense in 2025 includes a credit of $9 million related to a DIP Facility reimbursement.
Interest expense, net
Interest expense, net for the three months ended September 30, 2026 and 2025 includes $1 million and $2 million of interest income, respectively and interest expense, net for the nine months ended September 30, 2026 and 2025 includes $5 million and $6 million of interest income, respectively.
Other (income) expense
Other (income) expense is as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (Gain) loss on debt redemption/refinancing | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Benefit in connection with Ecommerce Restructuring | ( | ( | ( | ||||||||||||||||||||
| Other (income) expense | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||
Supplemental cash flow information is as follows:
| Nine Months Ended September 30, | |||||||||||||||||
| 2026 | 2025 | ||||||||||||||||
| Cash interest paid | $ | $ | |||||||||||||||
| Cash income tax payments, net | $ | $ | |||||||||||||||
| Noncash activity | |||||||||||||||||
| Capital assets obtained under capital lease obligations | $ | $ | |||||||||||||||
As of September 30, 2026, we have entered into leases with aggregate payments of $8 million and terms ranging from to six years that have not commenced.
29
Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains statements that are forward-looking. We caution readers that any forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 (Securities Act) and Section 21E of the Securities Exchange Act of 1934 (Exchange Act) may change based on various factors. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on current expectations and assumptions, which we believe are reasonable; however, such statements are subject to risks and uncertainties, and actual results could differ materially from those projected or assumed in any of our forward-looking statements. Words such as "estimate," "target," "project," "plan," "believe," "expect," "anticipate," "intend," "will," "forecast," "strategy," "goal," "should," "would," "could," "may" and similar expressions may identify such forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Forward-looking statements in this Form 10-Q speak only as of the date hereof.
Although we believe the expectations reflected in any of our forward-looking statements are reasonable, our results of operations, financial condition and forward-looking statements are subject to change and to inherent risks and uncertainties disclosed or incorporated by reference in our filings with the Securities and Exchange Commission ("SEC"). Other factors which could cause future financial performance to differ materially from expectations, include, without limitation:
•changes in postal regulations or the operations and financial health of posts in the U.S. or other major markets, or changes to the broader postal or shipping markets
•accelerated or sudden decline in physical mail or shipping volumes
•the loss of some of our larger clients
•periods of difficult economic conditions impacting the company and our clients, including inflation and rising prices, changes in interest rates and a slow-down in economic activity, including a global recession, or a prolonged U.S. government shutdown
•our ability to compete successfully
•changes in banking regulations, major bank failures, the loss of our Industrial Bank charter or limitations on our banking activities
•changes in government contracting regulations and compliance challenges
•changes in labor and transportation availability and costs
•global supply chain issues adversely impacting our third-party suppliers' ability to provide us with products and services
•changes in trade policies, tariffs and regulations
•changes in senior management and Board of Directors, loss of key employees and ability to attract and retain employees
•expenses and potential impacts resulting from cyber-attacks or other cybersecurity incidents affecting us or our suppliers
•inability to comply with data privacy and protection laws and regulations
•interruptions or difficulties in the operation of our cloud-based applications and systems or those of our suppliers
•changes in credit ratings, capital market disruptions, decline in cash flows, noncompliance with debt covenants or future interest rate increases that may adversely impact our ability to access capital markets at reasonable costs
•our indebtedness, including Convertible Notes, and the impact of any conversion, repurchase or redemption of the Convertible Notes
•our success at managing customer credit risk
•changes in foreign currency exchange rates
•the risks and uncertainties associated with the Ecommerce Restructuring
•changes in tax rates, laws or regulations
•inability to protect our intellectual property rights and intellectual property infringement claims
•our success in developing and marketing new products and services and obtaining regulatory approvals, if required
•acts of nature and the impact of a pandemic on the Company and the services and solutions we offer
•shareholder activism
Further information about factors that could materially affect us, including our results of operations and financial condition, is contained in Item 1A. "Risk Factors" in our 2025 Annual Report, as supplemented by Part II, Item 1A in this Quarterly Report on Form 10-Q.
30
RESULTS OF OPERATIONS
| Three Months Ended September 30, | |||||||||||||||||||||||
| Favorable/(Unfavorable) | |||||||||||||||||||||||
| 2026 | 2025 | % Change | |||||||||||||||||||||
| Total revenue | $ | 456,182 | $ | 459,675 | (1) | % | |||||||||||||||||
| Total cost of revenue | 208,874 | 215,396 | 3 | % | |||||||||||||||||||
| Selling, general and administrative | 139,201 | 144,154 | 3 | % | |||||||||||||||||||
| Research and development | 3,383 | 3,409 | 1 | % | |||||||||||||||||||
| Restructuring charges | 1,529 | 1,836 | 17 | % | |||||||||||||||||||
| Interest expense, net | 25,984 | 26,072 | — | % | |||||||||||||||||||
| Other components of pension and postretirement cost | 10,274 | 1,645 | >(100%) | ||||||||||||||||||||
| Other income | (3,155) | (981) | >100% | ||||||||||||||||||||
| Income before taxes | 70,092 | 68,144 | 3 | % | |||||||||||||||||||
| Provision for income taxes | 17,426 | 16,181 | (8) | % | |||||||||||||||||||
| Net income | $ | 52,666 | $ | 51,963 | 1 | % | |||||||||||||||||
| Nine Months Ended September 30, | |||||||||||||||||||||||
| Favorable/(Unfavorable) | |||||||||||||||||||||||
| 2026 | 2025 | % Change | |||||||||||||||||||||
| Total revenue | $ | 1,385,093 | $ | 1,415,004 | (2) | % | |||||||||||||||||
| Total cost of revenue | 635,726 | 654,078 | 3 | % | |||||||||||||||||||
| Selling, general and administrative | 401,324 | 480,611 | 16 | % | |||||||||||||||||||
| Research and development | 10,560 | 11,773 | 10 | % | |||||||||||||||||||
| Restructuring charges | 9,978 | 17,042 | 41 | % | |||||||||||||||||||
| Interest expense, net | 80,556 | 75,279 | (7) | % | |||||||||||||||||||
| Other components of pension and postretirement cost | 33,564 | 5,446 | >(100%) | ||||||||||||||||||||
| Other (income) expense | (2,672) | 16,628 | >100% | ||||||||||||||||||||
| Income before taxes | 216,057 | 154,147 | 40 | % | |||||||||||||||||||
| Provision for income taxes | 55,345 | 36,787 | (50) | % | |||||||||||||||||||
| Net income | $ | 160,712 | $ | 117,360 | 37 | % | |||||||||||||||||
In the Condensed Consolidated Statements of Operations, we allocate a portion of total interest expense to finance interest expense which is included in Cost of financing and other. The amount of total interest expense allocated to finance interest expense is based on the average outstanding finance receivables and our overall effective interest rate for the period. For segment reporting purposes, finance interest expense is excluded from segment results.
SEGMENT RESULTS
Our segments include SendTech Solutions and Presort Services. Management measures segment profitability and performance using adjusted segment earnings before interest and taxes (EBIT). Adjusted segment EBIT is calculated as segment revenues less the related costs and expenses attributable to the segment. Segment results exclude interest, including finance interest, taxes, corporate expenses, restructuring charges and other items not allocated to the segments. Effective January 1, 2026, we are also excluding expense related to U.S. and Canada pension plans that we have taken steps to terminate. Prior periods were not recast.
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SendTech Solutions
Within SendTech Solutions, we offer physical and digital shipping and mailing technology solutions and other applications to help companies simplify and save on the sending, tracking and receiving of letters, parcels and flats, as well as supplies and maintenance services for these offerings. We also offer financing options for the purchase or lease of Pitney Bowes' or other manufacturers’ equipment or to provide working capital. We also offer an unsecured revolving credit solution that enables clients to make meter rental payments and purchase postage, services and supplies, and an interest-bearing deposit solution to clients who prefer to prepay postage.
Financial results for the SendTech Solutions segment was as follows:
| Three Months Ended September 30, | |||||||||||||||||||||||
| Favorable/(Unfavorable) | |||||||||||||||||||||||
| 2026 | 2025 | % change | |||||||||||||||||||||
| Services | $ | 137,106 | $ | 140,583 | (2) | % | |||||||||||||||||
| Products | 90,257 | 89,712 | 1 | % | |||||||||||||||||||
| Financing and other | 77,892 | 80,487 | (3) | % | |||||||||||||||||||
| Total revenue | 305,255 | 310,782 | (2) | % | |||||||||||||||||||
| Cost of services | 47,973 | 47,613 | (1) | % | |||||||||||||||||||
| Cost of products | 47,688 | 54,293 | 12 | % | |||||||||||||||||||
Cost of financing and other | 3,282 | 3,493 | 6 | % | |||||||||||||||||||
| Total costs of revenue | 98,943 | 105,399 | 6 | % | |||||||||||||||||||
| Gross margin | 206,312 | 205,383 | — | % | |||||||||||||||||||
| Gross margin % | 67.6 | % | 66.1 | % | |||||||||||||||||||
| Selling, general and administrative | 84,082 | 99,009 | 15 | % | |||||||||||||||||||
| Research and development | 3,773 | 3,718 | (1) | % | |||||||||||||||||||
Other components of pension and post retirement cost | 3,422 | 1,597 | >(100%) | ||||||||||||||||||||
| Adjusted Segment EBIT | $ | 115,035 | $ | 101,059 | 14 | % | |||||||||||||||||
SendTech Solutions revenue decreased $6 million in the third quarter of 2026 compared to the prior year period. Services revenue decreased $3 million compared to the prior year period primarily due to a declining meter population, which was partially offset by higher revenue from a cross-border services contract. Financing and other revenue declined $3 million compared to the prior year period primarily due to a decline in our leasing portfolio. Products revenue increased $1 million primarily due to a significant deal in the current quarter, partially offset by a large international deal in the prior year period.
Gross margin increased $1 million and gross margin percentage increased to 67.6% from 66.1% compared to the prior year period primarily driven by favorable product mix.
Selling, general and administrative ("SG&A") expense declined $15 million compared to the prior period primarily driven by lower employee-related expenses of $8 million, lower marketing expenses of $2 million, lower depreciation and amortization expense of $2 million and lower equipment maintenance expense of $1 million.
Adjusted segment EBIT was $115 million in the third quarter of 2026 compared to $101 million for the prior year period.
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| Nine Months Ended September 30, | |||||||||||||||||||||||
| Favorable/(Unfavorable) | |||||||||||||||||||||||
| 2026 | 2025 | % change | |||||||||||||||||||||
Services | $ | 422,159 | $ | 421,431 | — | % | |||||||||||||||||
Products | 266,430 | 273,782 | (3) | % | |||||||||||||||||||
Financing and other | 239,543 | 242,891 | (1) | % | |||||||||||||||||||
| Total revenue | 928,132 | 938,104 | (1) | % | |||||||||||||||||||
Cost of services | 148,365 | 146,904 | (1) | % | |||||||||||||||||||
Cost of products | 137,811 | 159,699 | 14 | % | |||||||||||||||||||
Cost of financing and other | 9,890 | 10,479 | 6 | % | |||||||||||||||||||
| Total costs of revenue | 296,066 | 317,082 | 7 | % | |||||||||||||||||||
| Gross margin | 632,066 | 621,022 | 2 | % | |||||||||||||||||||
| Gross margin % | 68.1 | % | 66.2 | % | |||||||||||||||||||
| Selling, general and administrative | 259,079 | 304,052 | 15 | % | |||||||||||||||||||
| Research and development | 11,479 | 12,325 | 7 | % | |||||||||||||||||||
| Other components of pension and post retirement costs | 10,265 | 5,304 | (94) | % | |||||||||||||||||||
| Adjusted Segment EBIT | $ | 351,243 | $ | 299,341 | 17 | % | |||||||||||||||||
SendTech Solutions revenue decreased $10 million in the first nine months of 2026 compared to the prior year period. Revenue in 2025 includes an unfavorable adjustment of $4 million related to prior periods. Products revenue declined $7 million primarily due to customers opting to extend leases of their existing advanced-technology equipment rather than purchase new equipment as well as a declining meter population. Financing and other revenue declined $3 million compared to the prior year period primarily due to a decline in our lease portfolio. Services revenue was flat compared to the prior year period driven by higher revenue in a cross-border services contract and higher subscription revenue which was offset by a declining meter population.
Gross margin increased $11 million and gross margin percentage increased to 68.1% from 66.2% compared to the prior year period primarily driven by a $5 million tariff refund in 2026, the unfavorable revenue adjustment of $4 million in 2025 and favorable product mix.
SG&A expense declined $45 million compared to the prior year period primarily driven by lower employee-related expenses of $19 million, lower professional and outsourcing fees of $6 million, lower marketing expenses of $6 million, lower depreciation and amortization expense of $5 million and lower equipment maintenance expense of $4 million.
Adjusted segment EBIT was $351 million in the first nine months of 2026 compared to $299 million for the prior year period.
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Presort Services
Presort Services is the largest workshare partner of the USPS and national outsource provider of mail sortation services that allow clients to qualify large volumes of First Class Mail, First Class Flats, Marketing Mail, and Marketing Mail Flats/Bound Printed Matter for postal worksharing discounts.
Financial results for the Presort Services segment was as follows:
| Three Months Ended September 30, | |||||||||||||||||||||||
| Favorable/(Unfavorable) | |||||||||||||||||||||||
| 2026 | 2025 | % Change | |||||||||||||||||||||
| Services | $ | 150,927 | $ | 148,893 | 1 | % | |||||||||||||||||
| Cost of services | 101,465 | 98,492 | (3) | % | |||||||||||||||||||
| Gross Margin | 49,462 | 50,401 | (2) | % | |||||||||||||||||||
| Gross Margin % | 32.8 | % | 33.9 | % | |||||||||||||||||||
| Selling, general and administrative | 17,569 | 17,728 | 1 | % | |||||||||||||||||||
| Other components of net pension and postretirement cost | 32 | 47 | 32 | % | |||||||||||||||||||
| Adjusted segment EBIT | $ | 31,861 | $ | 32,626 | (2) | % | |||||||||||||||||
Revenue increased $2 million in the third quarter of 2026 compared to the prior year period primarily due to a 4% increase in total mail volumes partially offset by pricing actions. The processing of First Class Flats, First Class Mail and Marketing Mail Flats/Bound Printed Matter contributed revenue increases of $3 million, $1 million and $1 million, respectively, partially offset by a revenue decrease in Marketing Mail of $3 million.
Gross margin decreased $1 million and gross margin percentage decreased to 32.8% from 33.9% in the prior period primarily due to increased transportation and fuel costs of $6 million, which was offset by lower employee-related benefits.
SG&A expense decreased slightly compared to the prior year period.
Adjusted segment EBIT was $32 million in the third quarter of 2026 compared to $33 million in the prior year period.
| Nine Months Ended September 30, | |||||||||||||||||||||||
| Favorable/(Unfavorable) | |||||||||||||||||||||||
| 2026 | 2025 | % Change | |||||||||||||||||||||
Services | $ | 456,961 | $ | 476,900 | (4) | % | |||||||||||||||||
Cost of services | 312,584 | 299,279 | (4) | % | |||||||||||||||||||
| Gross Margin | 144,377 | 177,621 | (19) | % | |||||||||||||||||||
| Gross Margin % | 31.6 | % | 37.2 | % | |||||||||||||||||||
| Selling, general and administrative | 53,226 | 54,134 | 2 | % | |||||||||||||||||||
| Other components of net pension and postretirement costs | 106 | 142 | 25 | % | |||||||||||||||||||
| Adjusted segment EBIT | $ | 91,045 | $ | 123,345 | (26) | % | |||||||||||||||||
Revenue decreased $20 million in the first nine months of 2026 compared to the prior year period primarily due to a 2% decline in total mail volumes driven by a broader market decline, client losses from the first half of 2025 and pricing actions. The processing of First Class Mail, Marketing Mail and First Class Flats contributed revenue decreases of $12 million, $6 million and $4 million, respectively, partially offset by a revenue increase in Marketing Mail Flats/Bound Printed Matter of $2 million.
Gross margin decreased $33 million and gross margin percentage decreased to 31.6% from 37.2% in the prior period primarily due to lower revenue and increased transportation and fuel costs of $15 million.
SG&A expense decreased $1 million compared to the prior year period.
Adjusted segment EBIT was $91 million in the first nine months of 2026 compared to $123 million in the prior year period.
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CORPORATE EXPENSES
The majority of operating expenses are recorded directly or allocated to our reportable segments. Operating expenses not recorded directly or allocated to our reportable segments are reported as corporate expenses, and primarily represent corporate administrative functions such as finance, human resources, legal and information technology.
Corporate expenses were as follows:
| Three Months Ended September 30, | |||||||||||||||||||||||||||||||||||
| Favorable/(Unfavorable) | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Actual % change | |||||||||||||||||||||||||||||||||
Corporate expenses | $ | 32,980 | $ | 26,350 | (25) | % | |||||||||||||||||||||||||||||
Corporate expenses for the third quarter of 2026 increased $7 million compared to the prior year period primarily due to higher employee-related expenses of $12 million, partially offset by lower depreciation expense of $2 million, lower insurance expense of $1 million and lower excise tax of $1 million.
| Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||
| Favorable/(Unfavorable) | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Actual % change | |||||||||||||||||||||||||||||||||
Corporate expenses | $ | 81,942 | $ | 93,369 | 12 | % | |||||||||||||||||||||||||||||
Corporate expenses for the first nine months of 2026 decreased $11 million compared to the prior year period primarily due to lower insurance expense of $6 million and lower depreciation expense of $6 million.
CONSOLIDATED EXPENSES
SG&A Expense
SG&A expense decreased $5 million in the third quarter of 2026 compared to the prior year period. In addition to the changes in SG&A expense previously discussed, SG&A also increased $2 million due to higher non-cash foreign currency revaluation gains/losses on intercompany loans.
SG&A expense decreased $79 million in the first nine months of 2026 compared to the prior year period. In addition to the changes in SG&A expense previously discussed, SG&A also declined $28 million due to lower non-cash foreign currency revaluation gains/losses on intercompany loans partially offset by higher transaction and strategic review costs of $5 million.
Restructuring charges
Restructuring charges decreased slightly in the third quarter of 2026 and $7 million in the first nine months of 2026 compared to the prior year periods primarily due to a reduction in the number of actions taken during the current year compared to the prior year.
Interest expense, net
We allocate a portion of total interest expense to finance interest expense which is included in Cost of financing and other. Total interest expense is as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||
Interest expense, net | $ | 25,984 | $ | 26,072 | $ | 80,556 | $ | 75,279 | |||||||||||||||||||||||||||
Allocated finance interest expense | 8,466 | 11,215 | 27,077 | 37,392 | |||||||||||||||||||||||||||||||
Total interest expense | $ | 34,450 | $ | 37,287 | $ | 107,633 | $ | 112,671 | |||||||||||||||||||||||||||
Total interest expense declined $3 million in the third quarter of 2026 and $5 million in the first nine months of 2026 compared to the prior year periods primarily due to a reduction in total debt and lower effective interest rates. The decline in allocated finance interest expense was driven primarily by a decline in finance receivables.
35
Other components of net pension and postretirement cost
Other components of net pension and postretirement cost increased $9 million in the third quarter of 2026 and $28 million in the first nine months of 2026 compared to the prior year periods primarily due to the lower expected return on pension plan assets year over year driven by the U.S. and Canada buy-in contracts. The amount of other components of net pension and postretirement cost recognized each year will vary based on actuarial assumptions and actual results of our pension plans. See Note 11 to the Condensed Consolidated Financial Statements for further information.
Other (income) expense
See Note 16 to the Condensed Consolidated Financial Statements for further information.
Income taxes
See Note 12 to the Condensed Consolidated Financial Statements for further information.
OUTLOOK
For full year 2026, we expect low to mid-single digit decline in revenue driven by the continued secular decline in mailing. We expect low-single digit decline to low-single digit growth in Adjusted EBIT, primarily driven by higher transportation costs and competitive pricing pressures, partially offset by lower worldwide operating costs from previous and continued cost-cutting actions and stronger than expected year-to-date results.
The transportation market continues to experience significant volatility due to higher third-party carrier spot rates, driver shortages and increases in oil and diesel fuel prices caused by the Iran conflict. These factors have impacted our financial results and are expected to continue to adversely impact our financial results in the fourth quarter.
We will also continue to implement capital allocation strategies to opportunistically reduce debt and lower interest costs, return capital to our shareholders through share repurchases and dividends and pursue other long-term investment opportunities.
36
LIQUIDITY AND CAPITAL RESOURCES
Our principal source of liquidity is cash generated from operations and access to credit markets, including borrowing capacity under our revolving credit facility. At September 30, 2026, we had cash and cash equivalents of $269 million, which includes $64 million held at our foreign subsidiaries used to support their liquidity needs. We believe that existing cash and cash equivalents, cash generated from operations and borrowing capacity under our revolving credit facility will be sufficient to fund our cash needs and meet our obligations for the next 12 months.
Cash Flow Summary
Changes in cash and cash equivalents were as follows:
| 2026 | 2025 | Change | |||||||||||||||
| Net cash from operating activities | $ | 348,212 | $ | 161,557 | $ | 186,655 | |||||||||||
| Net cash from investing activities | (28,637) | (110,531) | 81,894 | ||||||||||||||
| Net cash from financing activities | (335,098) | (202,387) | (132,711) | ||||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | (850) | 2,629 | (3,479) | ||||||||||||||
| Change in cash and cash equivalents | $ | (16,373) | $ | (148,732) | $ | 132,359 | |||||||||||
Operating Activities
Cash flows from operating activities for the first nine months of 2026 improved $187 million compared to the prior year period primarily due to higher net income and changes in working capital, primarily driven by lower accounts payable and accrued liability payments and inventory spending.
Investing Activities
Cash flows from investing activities for the first nine months of 2026 improved $82 million compared to the prior year period primarily due to lower investments in loan receivables of $77 million and higher cash from investment activities of $12 million, partially offset by a $9 million DIP Facility reimbursement in the prior year.
Financing Activities
Cash flows from financing activities for the first nine months of 2026 declined $133 million compared to the prior year period. Net cash from debt activities decreased $265 million as net cash of $110 million was used to redeem/refinance debt in 2026 whereas we received net cash of $155 million in 2025. This decrease was partially offset by higher cash from changes in customer account deposits at PB Bank of $50 million, lower common stock repurchases of $46 million, a capped call payment of $25 million in 2025 associated with a convertible notes issuance and higher proceeds from stock option exercises of $15 million.
We paid dividends of $41 million in the first nine months of 2026. Each quarter, our Board of Directors considers whether to approve the payment of a dividend. We currently expect to continue paying a quarterly dividend; however, no assurances can be given.
Debt and Financing Activities
In the first quarter of 2026, we issued an additional aggregate $150 million of the Notes due March 2029 with identical terms to the prior notes outstanding. In the second quarter of 2026, we borrowed an additional $150 million under the Term Loan due March 2028 and extended the maturity date to May 2031. The proceeds of the additional term loan borrowing were used to repay the Notes due March 2027. In the third quarter of 2026, we completed a tender offer and redeemed an aggregate $46 million of the Notes due January 2037 and Notes due March 2043 and recorded a gain of $5 million in other (income) expense. Also, in the third quarter of 2026, we amended the Term loan due March 2032 to reduce the spread by 0.75%.
We maintain a $450 million revolving credit facility (increased from $400 million in the first quarter of 2026) that matures in May 2031. This credit facility requires that we maintain (with maintenance tested quarterly) (i) a Consolidated Interest Coverage Ratio (as defined in the credit facility agreement) of not less than 2.00 to 1.00, (ii) a Consolidated Secured Net Leverage Ratio (as defined in the credit facility agreement) of no greater than 3.00 to 1.00 and (iii) a Consolidated Total Net Leverage Ratio (as defined in the credit facility agreement) of no greater than (a) 4.75 to 1.00 for each of the fiscal quarters in 2026, (b) 4.50 to 1.00 for each of the fiscal quarters in 2027, (c) 4.25 to 1.00 for each of the fiscal quarters in 2028 and (d) 4.00 to 1.00 for each fiscal quarter thereafter. At September 30, 2026, we were in compliance with these financial covenants. During 2026, we borrowed an aggregate $177 million under this credit facility, $80 million of which was borrowed in the third quarter, and was fully repaid by September 30, 2026. At September 30, 2026, we have remaining borrowing capacity of $427 million. Borrowings under this credit facility are secured by assets of the Company.
37
The credit facility also contains provisions whereby if, on any day prior to December 14, 2028, the Notes due March 2029 have not been redeemed in full and liquidity is less than an amount equal to the amount to redeem the Notes due March 2029 plus $100 million, the Term loan due May 2031 and any borrowings under the revolving credit facility would become due on such date. Further, if on any day prior to May 16, 2030, the Convertible Notes due August 2030 (the "Convertible Notes") have not been redeemed in full and liquidity is less than an amount equal to the amount to redeem the Convertible Notes plus $100 million, the Term loan due May 2031 and any borrowings under the revolving credit facility would become due on such date.
The Convertible Notes are senior unsecured obligations of the Company and are guaranteed jointly and severally, on a senior unsecured basis, by each of the Company’s existing and future wholly owned U.S. subsidiaries that guarantee the Company’s existing credit agreement, existing senior notes or any other series of capital market debt with an aggregate principal amount outstanding in excess of $150 million.
The conversion rate is 70.4648 shares of common stock per $1,000 principal amount, or $14.19 per share, subject to adjustment. Conversions of the Convertible Notes will be settled by paying cash up to the aggregate principal amount of the Convertible Notes being converted and by delivering shares of our common stock in respect of the remainder, if any, of our conversion obligation in excess of the aggregate principal amount of the Convertible Notes being converted.
Off-Balance Sheet Arrangements
At September 30, 2026, there are no off-balance sheet arrangements that have, or are reasonably likely to have, a material effect on our financial condition, results of operations or liquidity.
Regulatory Matters
There have been no significant changes to the regulatory matters disclosed in our 2025 Annual Report.
Critical Accounting Estimates
There have been no significant changes to the Critical Accounting Estimates disclosed in our 2025 Annual Report.
Item 3: Quantitative and Qualitative Disclosures About Market Risk
There were no material changes to the disclosures made in our 2025 Annual Report.
Item 4: Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures are also designed to reasonably ensure that such information is accumulated and communicated to management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), to allow timely decisions regarding disclosures.
With the participation of our CEO and CFO, management evaluated our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) and internal controls over financial reporting as of the end of the period covered by this report. Our CEO and CFO concluded that, as of the end of the period covered by this report, such disclosure controls and procedures were effective to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the required time periods. In addition, no changes in internal control over financial reporting occurred during the quarter covered by this report that materially affected, or are reasonably likely to materially affect, such internal control over financial reporting.
It should be noted that any system of controls is based in part upon certain assumptions designed to obtain reasonable (and not absolute) assurance as to its effectiveness, and there can be no assurance that any design will succeed in achieving its stated goals. Notwithstanding this caution, the CEO and CFO have reasonable assurance that the disclosure controls and procedures were effective as of September 30, 2026.
38
PART II. OTHER INFORMATION
Item 1: Legal Proceedings
See Note 13 to the Condensed Consolidated Financial Statements.
Item 1A: Risk Factors
There were no material changes to the risk factors identified in Item 1A of our 2025 Annual Report.
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds
Repurchases of Equity Securities
On February 16, 2026, the Board of Directors authorized an increase in our $250 million share repurchase program to $750 million. Subject to limitations in our Credit Agreement, common stock repurchases may be made from time to time in open market or private transactions (including, without limitation, pursuant to one or more 10b5-1 trading plans, accelerated share repurchase programs, and any other method that the Company may deem advisable) and may be discontinued at any time. The following table provides information about common stock purchases during the three months ended September 30, 2026:
| Total number of shares purchased | Average price paid per share | Total number of shares purchased as part of publicly announced plans or programs | Approximate dollar value of shares that may yet be purchased under the plans or programs (in thousands) | ||||||||||||||||||||
| Beginning balance | $183,193 | ||||||||||||||||||||||
| July 2026 | — | $ | — | — | $183,193 | ||||||||||||||||||
| August 2026 | 286,145 | $ | 16.75 | 286,145 | $178,400 | ||||||||||||||||||
| September 2026 | 739,674 | $ | 16.88 | 739,674 | $165,914 | ||||||||||||||||||
| 1,025,819 | $ | 16.84 | 1,025,819 | ||||||||||||||||||||
From October 1, 2026 through October 23, 2026, we purchased an additional 649,378 shares for a total of $11 million.
Item 3: Defaults Upon Senior Securities
None.
Item 4: Mine Safety Disclosures
Not applicable.
Item 5: Other Information
During the three months ended September 30, 2026, no directors or officers of the Company entered terminated
39
Item 6: Exhibits
| Exhibit Number | Description | ||||||||||
| 3.1 | |||||||||||
| 3.2 | |||||||||||
| 4.1 | |||||||||||
| 4.2 | |||||||||||
| 10.1 | |||||||||||
| 31.1 | |||||||||||
| 31.2 | |||||||||||
32.1** | |||||||||||
32.2** | |||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | ||||||||||
| 101.CAL | Inline XBRL Taxonomy Calculation Linkbase Document | ||||||||||
| 101.DEF | Inline XBRL Taxonomy Definition Linkbase Document | ||||||||||
| 101.LAB | Inline XBRL Taxonomy Label Linkbase Document | ||||||||||
| 101.PRE | Inline XBRL Taxonomy Presentation Linkbase Document | ||||||||||
| 104 | The cover page from the Company's Quarterly Report on Form 10-Q for the current quarter, formatted in Inline XBRL. (included as Exhibit 101). | ||||||||||
* The Exhibits identified above with an asterisk (*) are management contracts or compensatory plans or arrangements.
** The Exhibits identified above with two asterisks (**) are furnished herewith. These Exhibits shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that Section. Such exhibits shall not be deemed incorporated into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.
40
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| PITNEY BOWES INC. | ||||||||
| Date: | October 29, 2026 | |||||||
/s/ Paul Evans | ||||||||
Paul Evans | ||||||||
Executive Vice President, Chief Financial Officer and Treasurer | ||||||||
| (Duly Authorized Officer, Principal Financial Officer) | ||||||||
| /s/ Lauren Thomas DeFina | ||||||||
| Lauren Thomas DeFina | ||||||||
| Vice President and Chief Accounting Officer | ||||||||
| (Duly Authorized Officer, Principal Accounting Officer) | ||||||||
41
Exhibit 31.1
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Kurt Wolf, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Pitney Bowes Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: October 29, 2026
| /s/ Kurt Wolf | ||||||||||||||
| Kurt Wolf | ||||||||||||||
| Chief Executive Officer | ||||||||||||||
Exhibit 31.2
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Paul Evans, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Pitney Bowes Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: October 29, 2026
| /s/ Paul Evans | |||||||||||
| Paul Evans | |||||||||||
| Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) | |||||||||||
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Pitney Bowes Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kurt Wolf, Chief Executive Officer of the Company, certify, to the best of my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ Kurt Wolf | |||||||||||
| Kurt Wolf | |||||||||||
| Chief Executive Officer | |||||||||||
Date: October 29, 2026
The foregoing certification is being furnished solely to accompany this report pursuant to 18 U.S.C. §1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company.
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Pitney Bowes Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Paul Evans, Executive Vice President, Chief Financial Officer and Treasurer of the Company, certify, to the best of my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ Paul Evans | |||||||||||
| Paul Evans | |||||||||||
| Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) | |||||||||||
Date: October 29, 2026
The foregoing certification is being furnished solely to accompany this report pursuant to 18 U.S.C. §1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company.