Hestia Capital Management Discloses Additional Information Regarding 10b5-1 Plan at Pitney Bowes

Rhea-AI Summary

Hestia Capital Management, a major shareholder of Pitney Bowes (NYSE: PBI), has disclosed details about Managing Member Kurt Wolf's 10b5-1 Plan. Through its managed investment vehicles, Hestia owns over 15.83 million PBI shares. The Plan allows for gradual reduction of holdings based on share price triggers, while maintaining significant long-term commitment.

The Plan's structure shows that at $12 per share, Hestia would retain 76% of its current stake (12.08M shares), and regardless of price increases beyond $20, would maintain at least 3.33M shares. This demonstrates Hestia's long-term commitment and conviction in Pitney Bowes' potential for enhanced value creation.

Positive

• Hestia Capital commits to maintaining significant long-term shareholding
• Plan structure ensures retention of minimum 3.33M shares regardless of price appreciation
• Selling triggers only activate at higher share prices, indicating confidence in upward potential

Negative

• Potential future dilution of major shareholder's stake as stock price increases
• Gradual reduction plan could impact market perception of institutional confidence

Insights

Financial Analyst

This disclosure details Hestia Capital's structured share selling plan through a 10b5-1 arrangement, which is significant for PBI investors. The plan reveals a tiered selling strategy tied to specific price targets, with Hestia maintaining substantial ownership even at higher price levels. At $12 per share, they would retain 76% of their current stake and maintain 3.3 million shares even above $20.

The structured nature of this plan, with its price-triggered sales, suggests confidence in PBI's potential upside while providing transparency about a major shareholder's long-term commitment. This type of disclosure is particularly relevant given Hestia's significant influence through board representation and their 15.83% ownership stake. The gradual reduction approach, only triggered at higher prices, helps mitigate concerns about large-scale selling pressure.

Market Research Analyst

The planned share retention schedule provides valuable insight into Hestia's price expectations and commitment level. Their willingness to maintain significant holdings even at elevated price levels signals strong conviction in PBI's long-term value proposition. The decision to retain over 3.3 million shares regardless of price appreciation demonstrates a strategic long-term investment approach rather than a complete exit strategy.

This disclosure addresses potential market concerns about insider selling while establishing clear expectations about future ownership levels. The gradual reduction approach linked to share price appreciation could actually support positive price momentum, as it removes uncertainty about large block sales and aligns selling with value creation milestones.

Notes That Managing Member Kurt Wolf Intends to be a Long-Serving Pitney Bowes Director and Shareholder

PITTSBURGH--(BUSINESS WIRE)-- Hestia Capital Management, LLC (collectively with its affiliates, “Hestia” or “we”), a large shareholder of Pitney Bowes, Inc. (NYSE: PBI) (“Pitney Bowes” or the “Company”), today provided additional detail on its Managing Member’s 10b5-1 Plan (the “Plan”) at the Company. Hestia’s Managing Member, Kurt Wolf, has served on Pitney Bowes’ Board of Directors since 2023 and intends to be a long-serving director and shareholder. Mr. Wolf recently put in place a Plan that is structurally similar to ones established by directors, including those who run investment management firms, at other public companies.

Facts and Considerations

Through Hestia’s managed investment vehicles, including its flagship fund and a special purpose vehicle, it is the beneficial owner of just over 15.83 million shares of Pitney Bowes’ common stock. Notably, Hestia’s flagship fund, Hestia Capital Partners, LP (“HCP”) is a deep value fund that targets investments in high-potential companies that trade at 5x, or less, of Free Cash Flow.

The Plan gives Hestia the opportunity to gradually reduce its flagship fund’s exposure to Pitney Bowes, provided the Company’s common stock appreciates and hits several new share price highs in the future, and thereby align the concentration of its shareholdings in Pitney Bowes with its single-investment exposure limit commitments to its limited partners. Of note, neither Hestia nor Mr. Wolf have sold any shares of Pitney Bowes to date.

Share Price Triggers in Hestia’s 10b5-1 Plan

Hestia does not believe it is appropriate to disclose the exact details of its Plan, as doing so could allow certain investors to “front run” the Plan. However, Hestia has put together a table that highlights its ownership levels at various share price levels, including future potential levels:

Price	Retained Shares	% of Total
$8	15,833,636	100%
$10	14,583,636	92%
$12	12,083,636	76%
$14	8,833,636	56%
$16	4,333,636	27%
$18	3,333,636	21%
$20+	3,333,636	21%

Notably:

• Hestia would continue to beneficially own 12,083,636 shares at $12, which represents 76% of its current stake in Pitney Bowes.
• Hestia would continue to hold over 3.3 million shares of Pitney Bowes, regardless of how high the stock goes, under the terms of the Plan.

The forgoing explanations and illustrations highlight that Hestia, and Mr. Wolf, intend to remain deeply committed to Pitney Bowes as a major shareholder and have strong conviction that the Company has significant potential to create enhanced value in the years to come.

Cautionary Statement

This communication and accompanying material are not intended to represent a recommendation or investment advice of any kind. Such content is not provided in a fiduciary capacity, may not be relied upon for or in connection with the making of investment decisions, and does not constitute a solicitation of an offer to buy or sell securities. All content has been provided for informational purposes only and, as such, should not be construed as legal or investment advice and/or a legal opinion.

About Hestia Capital

Hestia Capital is a long-term focused, deep value investment firm that typically makes investments in a narrow selection of companies facing company-specific, and/or industry, disruptions. Hestia seeks to leverage its General Partner’s expertise in competitive strategy, operations and capital markets to identify attractive situations within this universe of disrupted companies. These companies are often misunderstood by the general investing community or suffer from mismanagement, which we reasonably expect to be corrected, and provide the ‘price dislocations’ which allows Hestia to identify, and invest in, highly attractive risk/reward investment opportunities.

View source version on businesswire.com: https://www.businesswire.com/news/home/20241203612525/en/

Madison Rotto

878-217-4806

mrotto@hestiacapital.com

Source: Hestia Capital Management, LLC

FAQ

What is Hestia Capital's current ownership stake in Pitney Bowes (PBI)?

Hestia Capital currently owns just over 15.83 million shares of Pitney Bowes common stock through its managed investment vehicles.

How many PBI shares will Hestia retain at $12 per share under the 10b5-1 Plan?

At $12 per share, Hestia would retain 12,083,636 shares, representing 76% of its current stake in Pitney Bowes.

What is the minimum number of PBI shares Hestia will maintain under the Plan?

Hestia will maintain a minimum of 3,333,636 shares of Pitney Bowes, regardless of how high the stock price goes.