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    Amendment: SEC Form SCHEDULE 13D/A filed by Pitney Bowes Inc.

    11/7/25 7:05:19 PM ET
    $PBI
    Office Equipment/Supplies/Services
    Miscellaneous
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    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549


    SCHEDULE 13D

    Under the Securities Exchange Act of 1934

    (Amendment No. 11)


    PITNEY BOWES INC /DE/

    (Name of Issuer)


    Common Stock, par value $1.00 per share

    (Title of Class of Securities)


    724479100

    (CUSIP Number)


    KURTIS J. WOLF
    HESTIA CAPITAL MANAGEMENT, LLC, 175 Brickyard Road, Suite 200
    Adams Township, PA, 16046
    724-687-7842

    (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
    11/06/2025

    (Date of Event Which Requires Filing of This Statement)


    If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Checkbox not checked

    The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






    SCHEDULE 13D

    CUSIP No.
    724479100


    1 Name of reporting person

    HESTIA CAPITAL PARTNERS LP
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox checked  (a)
    Checkbox not checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    WC
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    7,871,168.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    7,871,168.00
    11Aggregate amount beneficially owned by each reporting person

    7,871,168.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    4.9 %
    14Type of Reporting Person (See Instructions)

    PN



    SCHEDULE 13D

    CUSIP No.
    724479100


    1 Name of reporting person

    HELIOS I, LP
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox checked  (a)
    Checkbox not checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    0.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    0.00
    11Aggregate amount beneficially owned by each reporting person

    0.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    0 %
    14Type of Reporting Person (See Instructions)

    PN



    SCHEDULE 13D

    CUSIP No.
    724479100


    1 Name of reporting person

    HESTIA CAPITAL PARTNERS GP, LLC
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox checked  (a)
    Checkbox not checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    AF, OO
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    7,871,168.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    7,871,168.00
    11Aggregate amount beneficially owned by each reporting person

    7,871,168.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    4.9 %
    14Type of Reporting Person (See Instructions)

    OO



    SCHEDULE 13D

    CUSIP No.
    724479100


    1 Name of reporting person

    Hestia Capital Management, LLC
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox checked  (a)
    Checkbox not checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    AF, OO
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    8,455,805.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    8,455,805.00
    11Aggregate amount beneficially owned by each reporting person

    8,455,805.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    5.3 %
    14Type of Reporting Person (See Instructions)

    OO



    SCHEDULE 13D

    CUSIP No.
    724479100


    1 Name of reporting person

    Wolf Kurt James
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox checked  (a)
    Checkbox not checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    AF, OO
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    UNITED STATES
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    35,406.00
    8Shared Voting Power

    8,455,805.00
    9Sole Dispositive Power

    35,406.00
    10Shared Dispositive Power

    8,455,805.00
    11Aggregate amount beneficially owned by each reporting person

    8,491,211.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    5.3 %
    14Type of Reporting Person (See Instructions)

    IN



    SCHEDULE 13D

    Item 1.Security and Issuer
    (a)Title of Class of Securities:

    Common Stock, par value $1.00 per share
    (b)Name of Issuer:

    PITNEY BOWES INC /DE/
    (c)Address of Issuer's Principal Executive Offices:

    PITNEY BOWES INC, 3001 SUMMER STREET, STAMFORD, CONNECTICUT , 06926-0700.
    Item 3.Source and Amount of Funds or Other Consideration
     
    Item 3 is hereby amended and restated to read as follows: The Shares beneficially owned directly by Hestia Capital and held in the SMAs were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases and acquired pursuant to an internal transfer from Helios to Hestia Capital. The aggregate purchase price of the 7,871,168 Shares directly owned by Hestia Capital is approximately $29,819,932, including brokerage commissions. The aggregate purchase price of the 584,637 Shares held in the SMAs is approximately $2,323,581, including brokerage commissions. The 35,406 Shares beneficially owned directly by Mr. Wolf were acquired in connection with his service as a director of the Issuer. In addition, in connection with his appointment as President and Chief Executive Officer of the Issuer, as described in more detail in Item 4 of Amendment No. 9 to the Schedule 13D, Mr. Wolf is eligible to receive certain long-term incentive awards, which are described in more detail in Item 6 of Amendment No. 9 to the Schedule 13D.
    Item 5.Interest in Securities of the Issuer
    (a)
    Item 5(a) is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based upon 160,918,164 shares outstanding as of October 20, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 30, 2025. A. Hestia Capital As of the date hereof, Hestia Capital directly owned 7,871,168 Shares. Percentage: Approximately 4.9% B. Helios As of the date hereof, Helios directly owned 0 Shares. Percentage: 0% C. Hestia Partners GP As the general partner of each of Hestia Capital and Helios, Hestia Partners GP may be deemed the beneficial owner of the 7,871,168 Shares directly owned by Hestia Capital Percentage: Approximately 4.9% D. Hestia LLC As of the date hereof, 584,637 Shares were held in SMAs. As the investment manager of each of Hestia Capital, Helios and the SMAs, Hestia LLC may be deemed the beneficial owner of the (i) 7,871,168 Shares directly owned by Hestia Capital and (ii) 584,637 Shares held in the SMAs. Percentage: Approximately 5.3% E. Kurtis J. Wolf As of the date hereof, Mr. Wolf directly owned 35,406 Shares. In addition, as the managing member of each of Hestia Partners GP and Hestia LLC, Mr. Wolf may be deemed the beneficial owner of the (i) 7,871,168 Shares directly owned by Hestia Capital and (ii) 584,637 Shares held in SMAs. Percentage: Approximately 5.3% The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
    (b)
    Item 5(b) is hereby amended and restated to read as follows: A. Hestia Capital 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 7,871,168 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 7,871,168 B. Helios 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 0 C. Hestia Partners GP 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 7,871,168 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 7,871,168 D. Hestia LLC 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 8,455,805 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 8,455,805 E. Kurtis J. Wolf 1. Sole power to vote or direct vote: 35,406 2. Shared power to vote or direct vote: 8,455,805 3. Sole power to dispose or direct the disposition: 35,406 4. Shared power to dispose or direct the disposition: 8,455,805
    (c)
    Item 5(c) is hereby amended and restated to read as follows: On September 11, 2025, and November 6, 2025, Helios made an in-kind distribution to certain of its limited partners of 291,104 Shares and 3,018,521 Shares, respectively, for no consideration in order to meet a redemption request. On November 6, 2025, Helios transferred 3,060,251 Shares to Hestia Capital for no consideration. Other than as set forth herein, none of the Reporting Persons has entered into any transactions in the securities of the Issuer during the past 60 days.
    Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
     
    Item 6 is hereby amended to add the following: Helios no longer beneficially owns any Shares and shall cease to be a Reporting Person immediately upon the filing of this Amendment No. 11 to the Schedule 13D. The remaining Reporting Persons will continue filing as a group statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law. On November 7, 2025, the remaining Reporting Persons following the filing of this Amendment No. 11 to the Schedule 13D entered into a Joint Filing Agreement in which they agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
    Item 7.Material to be Filed as Exhibits.
     
    Item 7 is hereby amended to add the following exhibit: 99.1 - Joint Filing Agreement, dated November 7, 2025.

        SIGNATURE 
     
    After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

     
    HESTIA CAPITAL PARTNERS LP
     
    Signature:/s/ Kurtis J. Wolf
    Name/Title:Kurtis J. Wolf, Managing Member of Hestia Capital Management, LLC, its Investment Manager
    Date:11/07/2025
     
    HELIOS I, LP
     
    Signature:/s/ Kurtis J. Wolf
    Name/Title:Kurtis J. Wolf, Managing Member of Hestia Capital Management, LLC, its Investment Manager
    Date:11/07/2025
     
    HESTIA CAPITAL PARTNERS GP, LLC
     
    Signature:/s/ Kurtis J. Wolf
    Name/Title:Kurtis J. Wolf, Managing Member
    Date:11/07/2025
     
    Hestia Capital Management, LLC
     
    Signature:/s/ Kurtis J. Wolf
    Name/Title:Kurtis J. Wolf, Managing Member
    Date:11/07/2025
     
    Wolf Kurt James
     
    Signature:/s/ Kurtis J. Wolf
    Name/Title:Kurtis J. Wolf
    Date:11/07/2025
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