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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________

Form 10-Q


(Mark One)
☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended	September 30, 2025
or
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from to

Commission file number 000-51539

_________________________________

Cimpress plc

(Exact Name of Registrant as Specified in Its Charter)

_________________________________


Ireland									98-0417483
(State or Other Jurisdiction of Incorporation or Organization)									(I.R.S. Employer Identification No.)

First Floor Building 3, Finnabair Business and Technology Park A91 XR61,

Dundalk, Co. Louth,

Ireland

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: 353 42 938 8500

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Exchange on Which Registered

Ordinary Shares, nominal value of €0.01 per share

CMPR

Nasdaq Global Select Market

______________________________

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, smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

☐

Non-accelerated filer

☐

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 Exchange Act Rule 12b-2). Yes ☐ No þ

As of October 27, 2025, there were 24,671,784 Cimpress plc ordinary shares outstanding.

CIMPRESS PLC

QUARTERLY REPORT ON FORM 10-Q

For the Three Months Ended September 30, 2025

TABLE OF CONTENTS


						Page
PART I FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)						1
Consolidated Balance Sheets as of September 30, 2025 and June 30, 2025						1
Consolidated Statements of Operations for the three months ended September 30, 2025 and 2024						2
Consolidated Statements of Comprehensive Income (Loss) for the three months ended September 30, 2025 and 2024						3
Consolidated Statements of Shareholders' Deficit for the three months ended September 30, 2025 and 2024						4
Consolidated Statements of Cash Flows for the three months ended September 30, 2025 and 2024						5
Notes to Consolidated Financial Statements						7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations						23
Item 3. Quantitative and Qualitative Disclosures About Market Risk						35
Item 4. Controls and Procedures						36

PART II OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds						37
Item 6. Exhibits						37
Signatures						38

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

CIMPRESS PLC

CONSOLIDATED BALANCE SHEETS

(unaudited in thousands, except share and per share data)


	September 30, 2025		June 30, 2025
Assets
Current assets:
Cash and cash equivalents	$	200,505	$	233,982

Accounts receivable, net of allowances of $7,776 and $7,957, respectively	78,731		68,289
Inventory	119,469		112,870
Prepaid expenses and other current assets	90,566		87,465

Total current assets	489,271		502,606
Property, plant and equipment, net	315,406		302,494
Operating lease assets, net	88,201		83,951
Software and website development costs, net	106,455		104,764
Deferred tax assets	57,905		61,086
Goodwill	826,363		826,156
Intangible assets, net	54,116		58,348

Other assets	28,824		28,739
Total assets	$	1,966,541	$	1,968,144
Liabilities, noncontrolling interests and shareholders’ deficit
Current liabilities:
Accounts payable	$	317,815	$	332,110
Accrued expenses	308,496		304,085
Deferred revenue	57,024		47,975
Short-term debt	8,982		9,085
Operating lease liabilities, current	21,984		22,064
Other current liabilities	40,343		43,343

Total current liabilities	754,644		758,662
Deferred tax liabilities	22,961		23,308
Long-term debt	1,573,862		1,576,178

Operating lease liabilities, non-current	71,159		66,196
Other liabilities	96,240		107,246
Total liabilities	2,518,866		2,531,590
Commitments and contingencies (Note 12)
Redeemable noncontrolling interests (Note 10)	18,370		19,057
Shareholders’ deficit:

Ordinary shares, nominal value €0.01 per share, 100,000,000 shares authorized; 42,638,697 and 42,448,572 shares issued, respectively; 24,667,450 and 24,477,325 shares outstanding, respectively	600		597

Treasury shares, at cost, 17,971,247 shares for both periods presented	(1,363,550)		(1,363,550)
Additional paid-in capital	599,916		592,315
Retained earnings	230,703		225,117
Accumulated other comprehensive loss	(38,925)		(37,969)


Total shareholders’ deficit attributable to Cimpress plc	(571,256)		(583,490)
Noncontrolling interests (Note 10)	561		987
Total shareholders' deficit	(570,695)		(582,503)
Total liabilities, noncontrolling interests and shareholders’ deficit	$	1,966,541	$	1,968,144

See accompanying notes.

CIMPRESS PLC

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited in thousands, except share and per share data)


	Three Months Ended September 30,
	2025		2024
Revenue	$	863,277	$	804,969
Cost of revenue (1)	460,476		422,736
Technology and development expense (1)	84,886		81,861
Marketing and selling expense (1)	210,398		203,847
General and administrative expense (1)	53,996		51,932
Amortization of acquired intangible assets	4,252		5,155
Restructuring expense (1)	298		99


Income from operations	48,971		39,339
Other income (expense), net	3,453		(11,492)
Interest expense, net	(28,066)		(31,415)
Gain on early extinguishment of debt	—		179
Income (loss) before income taxes	24,358		(3,389)
Income tax expense	17,838		8,995
Net income (loss)	6,520		(12,384)
Add: Net loss (income) attributable to noncontrolling interests	1,117		(165)
Net income (loss) attributable to Cimpress plc	$	7,637	$	(12,549)
Basic net income (loss) per share attributable to Cimpress plc	$	0.31	$	(0.50)
Diluted net income (loss) per share attributable to Cimpress plc	$	0.30	$	(0.50)
Weighted average shares outstanding — basic	24,574,455		25,167,845
Weighted average shares outstanding — diluted	25,051,742		25,167,845

____________________________________________

(1) Share-based compensation expense is allocated as follows:


	Three Months Ended September 30,
	2025		2024
Cost of revenue	$	211	$	223
Technology and development expense	4,941		5,096
Marketing and selling expense	2,686		1,715
General and administrative expense	6,955		8,599

See accompanying notes.

CIMPRESS PLC

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(unaudited in thousands)


	Three Months Ended September 30,
	2025		2024
Net income (loss)	$	6,520	$	(12,384)
Other comprehensive income (loss), net of tax:
Foreign currency translation (losses) gains, net of hedges	(523)		6,712
Net unrealized gains (losses) on derivative instruments designated and qualifying as cash flow hedges	291		(8,399)
Amounts reclassified from accumulated other comprehensive loss to net income (loss) for derivative instruments	(720)		284



Comprehensive income (loss)	5,568		(13,787)
Add: Comprehensive loss (income) attributable to noncontrolling interests	1,113		(558)
Total comprehensive income (loss) attributable to Cimpress plc	$	6,681	$	(14,345)

See accompanying notes.

CIMPRESS PLC

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT

(unaudited in thousands)


	Ordinary Shares			Treasury Shares
	Number of Shares Issued	Amount			Number of Shares Issued	Amount		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Shareholders’ Deficit
Balance at June 30, 2024	43,051	$	604		(17,971)	$	(1,363,550)	$	570,283	$	272,881	$	(30,364)	$	(550,146)
Issuance of ordinary shares due to share option exercises, net of shares withheld for taxes	22	—			—	—		1,000		—		—		1,000
Purchase and cancellation of ordinary shares	(123)	(1)			—	—		(1,713)		(8,906)		—		(10,620)
Share-based awards vested, net of shares withheld for taxes	282	3			—	—		(12,951)		—		—		(12,948)

Share-based compensation expense	—	—			—	—		16,573		—		—		16,573
Net loss attributable to Cimpress plc	—	—			—	—		—		(12,549)		—		(12,549)
Redeemable noncontrolling interest accretion to redemption value	—	—			—	—		—		(503)		—		(503)

Net unrealized loss on derivative instruments designated and qualifying as cash flow hedges	—	—			—	—		—		—		(8,115)		(8,115)
Foreign currency translation, net of hedges	—	—			—	—		—		—		6,319		6,319

Balance at September 30, 2024	43,232	$	606		(17,971)	$	(1,363,550)	$	573,192	$	250,923	$	(32,160)	$	(570,989)

Balance at June 30, 2025	42,449	597			(17,971)	(1,363,550)		592,315		225,117		(37,969)		(583,490)
Issuance of ordinary shares due to share option exercises, net of shares withheld for taxes	11	—			—	—		508		—		—		508
Purchase and cancellation of ordinary shares	(45)	(1)			—	—		(674)		(2,051)		—		(2,726)
Restricted and performance share units vested, net of shares withheld for taxes	224	4			—	—		(6,707)		—		—		(6,703)

Share-based compensation expense	—	—			—	—		14,474		—		—		14,474
Net income attributable to Cimpress plc	—	—			—	—		—		7,637		—		7,637


Net unrealized loss on derivative instruments designated and qualifying as cash flow hedges	—	—			—	—		—		—		(429)		(429)
Foreign currency translation, net of hedges	—	—			—	—		—		—		(527)		(527)

Balance at September 30, 2025	42,639	$	600		(17,971)	$	(1,363,550)	$	599,916	$	230,703	$	(38,925)	$	(571,256)

See accompanying notes.

CIMPRESS PLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited in thousands)


	Three Months Ended September 30,
	2025		2024
Operating activities
Net income (loss)	$	6,520	$	(12,384)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	36,618		35,546
Share-based compensation expense	14,793		15,633


Deferred taxes	2,772		2,951

Gain on early extinguishment of debt	—		(260)


Unrealized (gain) loss on derivatives not designated as hedging instruments included in net income (loss)	(6,143)		18,337
Effect of exchange rate changes on monetary assets and liabilities denominated in non-functional currency	(1,533)		(10,370)

Other non-cash items	2,092		1,328

Changes in operating assets and liabilities, net of effects of businesses acquired:
Accounts receivable	(12,648)		(7,775)
Inventory	(10,635)		(10,309)
Prepaid expenses and other assets	(3,244)		(3,430)
Accounts payable	(13,193)		(36,946)
Accrued expenses and other liabilities	9,660		12,063
Net cash provided by operating activities	25,059		4,384
Investing activities
Purchases of property, plant and equipment	(26,353)		(17,001)



Capitalization of software and website development costs	(17,286)		(14,571)
Proceeds from the sale of assets	821		1,570


Proceeds from maturity of held-to-maturity investments	—		4,500



Net cash used in investing activities	(42,818)		(25,502)
Financing activities
Proceeds from issuance of 7.375% Senior Notes due 2032	—		525,000
Payments for early redemption or purchase of 7.0% Senior Notes due 2026	—		(522,135)
Proceeds from borrowings of debt	182		—




Payments of debt	(3,916)		(4,497)



Payments of debt issuance costs	—		(8,445)

Payments of withholding taxes in connection with equity awards	(6,703)		(12,948)
Payments of finance lease obligations	(2,001)		(1,950)


Purchase of ordinary shares	(2,726)		(10,620)
Proceeds from issuance of ordinary shares	508		1,000


Distributions to noncontrolling interests	—		(821)

Net cash used in financing activities	(14,656)		(35,416)
Effect of exchange rate changes on cash	(1,062)		5,710

Net decrease in cash and cash equivalents	(33,477)		(50,824)
Cash and cash equivalents at beginning of period	233,982		203,775
Cash and cash equivalents at end of period	$	200,505	$	152,951

See accompanying notes.

CIMPRESS PLC

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

(unaudited in thousands)


	Three Months Ended September 30,
	2025		2024
Supplemental disclosures of cash flow information
Cash paid for interest	$	37,480	$	35,248
Cash received for interest	3,127		3,712
Cash paid (received) for income taxes	12,813		(1,829)
Non-cash investing and financing activities
Property and equipment acquired under finance leases	1,381		339
Amounts accrued related to property, plant and equipment	14,586		10,909
Amounts accrued related to capitalized software development costs	154		356

See accompanying notes.

CIMPRESS PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited in thousands, except share and per share data)

1. Description of the Business

Cimpress is a strategically focused collection of businesses that specialize in print mass customization, through which we deliver large volumes of individually small-sized customized orders of printed materials and promotional products. Our products and services include a broad range of marketing materials, business cards, signage, promotional products, logo apparel, packaging, books and magazines, wall decor, photo merchandise, invitations and announcements, design and digital marketing services, and other categories. Mass customization is a core element of the business model of each Cimpress business and is a competitive strategy which seeks to produce goods and services to meet individual customer needs with near mass production efficiency.

2. Summary of Significant Accounting Policies

Basis of Presentation

The consolidated financial statements include the accounts of Cimpress plc, its wholly owned subsidiaries, and entities in which we maintain a controlling financial interest. Intercompany balances and transactions have been eliminated. Investments in entities in which we cannot exercise significant influence, and for which the related equity securities do not have a readily determinable fair value, are included in other assets on the consolidated balance sheets; otherwise the investments are recognized by applying equity method accounting. Our equity method investments are included in other assets on the consolidated balance sheets.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We believe our most significant estimates are associated with the ongoing evaluation of the recoverability of our long-lived assets and goodwill, estimated useful lives of assets, share-based compensation, and income taxes and related valuation allowances, among others. By their nature, estimates are subject to an inherent degree of uncertainty. Actual results could differ from those estimates.

Ordinary Shares

During the three months ended September 30, 2025, we repurchased 45,000 of our ordinary shares on the open market for $2,726. The repurchased shares were immediately cancelled after repurchase and therefore have been classified as authorized and unissued shares as of September 30, 2025.

Subsidiary Equity Option Awards

During the second quarter of fiscal 2025, we granted subsidiary-level option awards, which provide the founders of one of our businesses with the option to purchase a 5.25% minority equity interest in each of the principal businesses that are included in our PrintBrothers reportable segment. The option awards have an expiration date of January 15, 2026, and upon exercise the underlying shares are subject to a ten-year lockup period, while the holders are subjected to non-compete provisions over the period in which they are shareholders, plus an additional two years. No material expense was recognized for any period presented.

Other Income (Expense), Net

The following table summarizes the components of other (expense) income, net.


	Three Months Ended September 30,
	2025		2024
Gains (losses) on derivatives not designated as hedging instruments (1)	$	3,451	$	(20,569)
Currency-related (losses) gains, net (2)	(181)		8,667
Other gains	183		410
Total other income (expense), net	$	3,453	$	(11,492)

_____________________

(1) Includes realized and unrealized gains and losses on derivative currency forward and option contracts not designated as hedging instruments. For contracts not designated as hedging instruments, we realized losses of $2,692 and $2,232 for the three months ended September 30, 2025 and 2024, respectively. Refer to Note 4 for additional details relating to our derivative contracts.

(2) Currency-related (losses) gains, net primarily relates to significant non-functional currency intercompany financing relationships that we may change at times and are subject to currency exchange rate volatility.

Net Income (Loss) Per Share Attributable to Cimpress plc

Basic net income (loss) per share attributable to Cimpress plc is computed by dividing net income (loss) attributable to Cimpress plc by the weighted-average number of ordinary shares outstanding for the respective period. Diluted net income (loss) per share attributable to Cimpress plc gives effect to all potentially dilutive securities, including share options, restricted share units (“RSUs”), performance share units ("PSUs"), and warrants, if the effect of the securities is dilutive using the treasury stock method. Awards with performance or market conditions are included using the treasury stock method only if the conditions would have been met as of the end of the reporting period and their effect is dilutive.

The following table sets forth the reconciliation of the weighted-average number of ordinary shares.


	Three Months Ended September 30,
	2025	2024
Weighted-average shares outstanding, basic	24,574,455	25,167,845
Weighted-average shares issuable upon exercise/vesting of outstanding share options/PSUs/RSUs/warrants (1)(2)	477,287	—
Shares used in computing diluted net income (loss) per share attributable to Cimpress plc	25,051,742	25,167,845
Weighted-average anti-dilutive shares excluded from diluted net income (loss) per share attributable to Cimpress plc (1)(2)	1,955,243	1,224,628

__________________

(1) In the periods in which a net loss is recognized, the impact of share options, PSUs, RSUs and warrants is excluded from shares used in computed diluted net loss per share as it is anti-dilutive.

(2) On May 1, 2020, we entered into a financing arrangement which included 7-year warrants to purchase 1,055,377 of our ordinary shares with a strike price of $60 that have a potentially dilutive impact on our weighted-average shares outstanding. For the three months ended September 30, 2025, the average share price was below the strike price for the quarter; therefore, the total outstanding warrants of 1,055,377 were considered anti-dilutive. For the three months ended September 30, 2024, the average market price of our ordinary shares was higher than the strike price of the warrants, and the weighted-average anti-dilutive effect of the warrants (anti-dilutive due to our net loss position) was 341,158.

Recently Issued or Adopted Accounting Pronouncements

Accounting Standards to be Adopted

In November 2024, the FASB issued Accounting Standards Update No. 2024-03 "Income Statement (Subtopic 220-40): Disaggregation of Income Statement Expenses" (ASU 2024-03), which requires disaggregated disclosure of income statement expenses into specified categories. The expanded disclosure requirements will be effective starting with our annual report for the fiscal year ending June 30, 2028, as well as each interim period thereafter. Early adoption is permitted, but we do not intend to early adopt this standard.

In December 2023, the FASB issued Accounting Standards Update No. 2023-09 "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" (ASU 2023-09), which provides authoritative guidance about expanded annual disclosure requirements for the income tax rate reconciliation and income taxes paid by jurisdiction. The expanded disclosure requirements will be effective starting with our annual report for the fiscal year ending June 30, 2026.

3. Fair Value Measurements

We use a three-level valuation hierarchy for measuring fair value and include detailed financial statement disclosures about fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:

•Level 1: Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

•Level 2: Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in markets that are not active and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

•Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following tables summarize our assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy.


	September 30, 2025
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Interest rate swap contracts	$	8,600	$	—	$	8,600	$	—

Currency forward contracts	900		—		900		—

Total assets recorded at fair value	$	9,500	$	—	$	9,500	$	—

Liabilities

Cross-currency swap contracts	$	(31,032)	$	—	$	(31,032)	$	—
Currency forward contracts	(26,150)		—		(26,150)		—
Currency option contracts	(5,542)		—		(5,542)		—
Total liabilities recorded at fair value	$	(62,724)	$	—	$	(62,724)	$	—


	June 30, 2025
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Interest rate swap contracts	$	9,497	$	—	$	9,497	$	—

Currency forward contracts	1,191		—		1,191		—

Total assets recorded at fair value	$	10,688	$	—	$	10,688	$	—

Liabilities

Cross-currency swap contracts	$	(31,982)	$	—	$	(31,982)	$	—
Currency forward contracts	(32,529)		—		(32,529)		—
Currency option contracts	(5,801)		—		(5,801)		—
Total liabilities recorded at fair value	$	(70,312)	$	—	$	(70,312)	$	—

During the three months ended September 30, 2025 and 2024, there were no significant transfers in or out of Level 1, Level 2, and Level 3 classifications.

The valuations of the derivatives intended to mitigate our interest rate and currency risks are determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each instrument. This analysis utilizes observable market-based inputs, including interest rate curves, interest rate volatility, or spot and forward exchange rates, and reflects the contractual terms of these instruments, including the period to maturity. We incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparties' nonperformance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements.

Although we have determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to appropriately reflect both our own nonperformance risk and the respective counterparties' nonperformance risk in the fair value measurement. However, as of September 30, 2025, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives. As a result, we have determined that our derivative valuations in their entirety are classified in Level 2 in the fair value hierarchy.

As of September 30, 2025 and June 30, 2025, the carrying amounts of our cash and cash equivalents, accounts receivable, accounts payable, and other current liabilities approximated their estimated fair values. As of September 30, 2025 and June 30, 2025, the carrying value of our debt, excluding debt issuance costs and debt premiums and discounts, was $1,600,870 and $1,604,513, respectively, and the fair value was $1,601,419 and $1,582,599, respectively. Our debt at September 30, 2025 includes variable-rate debt instruments indexed to Term SOFR that reset periodically, as well as fixed-rate debt instruments. The estimated fair value of our debt was determined using available market information based on recent trades or activity of debt instruments with substantially similar risks, terms and maturities, which fall within Level 2 under the fair value hierarchy.

The estimated fair value of assets and liabilities disclosed above may not be representative of actual values that could have been or will be realized in the future.

4. Derivative Financial Instruments

We use derivative financial instruments, such as interest rate swap contracts, cross-currency swap contracts, and currency forward and option contracts, to manage interest rate and foreign currency exposures. Derivatives are recorded in the consolidated balance sheets at fair value. If a derivative is designated as a cash flow hedge or net investment hedge, then the change in the fair value of the derivative is recorded in accumulated other comprehensive loss and subsequently reclassified into earnings in the period the hedged forecasted transaction affects earnings. We previously had designated an intercompany loan as a net investment hedge, and any unrealized currency gains and losses on the loan are recorded in accumulated other comprehensive loss. Additionally, any ineffectiveness associated with an effective and designated hedge is recognized within accumulated other comprehensive loss. The change in the fair value of derivatives not designated as hedges is recognized directly in earnings as a component of other income (expense), net.

Hedges of Interest Rate Risk

We enter into interest rate swap contracts to manage variability in the amount of our known or expected cash payments related to a portion of our debt. Our objective in using interest rate swaps is to add stability to interest expense and manage our exposure to interest rate movements. We designate our interest rate swaps as cash flow hedges. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for us making fixed-rate payments over the life of the contract agreements without exchange of the underlying notional amount. Realized gains or losses from interest rate swaps are recorded in earnings as a component of interest expense, net. Amounts reported in accumulated other comprehensive loss related to interest rate swap contracts will be reclassified to interest expense, net as interest payments are accrued or made on our variable-rate debt.

As of September 30, 2025, we estimate that $3,273 of income will be reclassified from accumulated other comprehensive loss to interest expense, net during the twelve months ending September 30, 2026. As of September 30, 2025, we had seven effective outstanding interest rate swap contracts that were indexed to Term or Daily SOFR. Our interest rate swap contracts have varying start and maturity dates through April 2028.


Interest rate swap contracts outstanding:	Notional Amounts
Contracts accruing interest as of September 30, 2025 (1)	$	250,000
Contracts with a future start date	240,000
Total	$	490,000

________________________

(1) Based on contracts outstanding as of September 30, 2025, the notional value of our contracted interest rate swaps accruing interest will fluctuate between $250,000 and $380,000 through April 2028 based on layered start dates and maturities.

Hedges of Currency Risk

Cross-Currency Swap Contracts

We execute cross-currency swap contracts designated as net investment hedges. Cross-currency swaps involve an initial receipt of the notional amount in the hedged currency in exchange for our reporting currency based on a contracted exchange rate. Subsequently, we receive fixed rate payments in our reporting currency in exchange for fixed rate payments in the hedged currency over the life of the contract. At maturity, the final exchange involves the receipt of our reporting currency in exchange for the notional amount in the hedged currency.

Cross-currency swap contracts designated as net investment hedges are executed to mitigate our currency exposure of net investments in subsidiaries that have reporting currencies other than the U.S. dollar. As of September 30, 2025, we had one outstanding cross-currency swap contract designated as a net investment hedge with a total notional amount of $254,547, maturing during September 2028. We entered into the cross-currency swap contract to hedge the risk of changes in the U.S. dollar equivalent value of a portion of our net investment in a consolidated subsidiary that has the Euro as its functional currency. Amounts reported in accumulated other comprehensive loss are recognized as a component of our cumulative translation adjustment.

Other Currency Hedges

We execute currency forward and option contracts in order to mitigate our exposure to fluctuations in various currencies against our reporting currency, the U.S. dollar. These contracts or intercompany loans may be designated as hedges to mitigate the risk of changes in the U.S. dollar equivalent value of a portion of our net investment in consolidated subsidiaries that have the Euro as their functional currency. The impact of net investment hedges is recognized in accumulated other comprehensive loss as a component of translation adjustments, net of hedges, and would only be reclassified to earnings if the hedged subsidiaries were no longer consolidated entities.

We have elected to not apply hedge accounting for all other currency forward and option contracts. During the three months ended September 30, 2025 and 2024, we experienced volatility within other income (expense), net, in our consolidated statements of operations from unrealized gains and losses on the mark-to-market of outstanding currency forward and option contracts. We expect this volatility to continue in future periods for contracts for which we do not apply hedge accounting. Additionally, since our hedging objectives may be targeted at non-GAAP financial metrics that exclude non-cash items such as depreciation and amortization, we may experience volatility in our GAAP results as a result of our currency hedging program.

In most cases, we enter into these currency derivative contracts, for which we do not apply hedge accounting, in order to address the risk for certain currencies where we have a net exposure to adjusted EBITDA, a non-GAAP financial metric. Adjusted EBITDA exposures are our focus for the majority of our mark-to-market currency forward and option contracts because a similar metric is referenced within the debt covenants of our amended and restated senior secured credit agreement (refer to Note 8 for additional information about this agreement). Our most significant net currency exposures by volume are the Euro and the British Pound (GBP). Our adjusted EBITDA hedging approach results in addressing nearly all of our forecasted Euro and GBP net exposures for the upcoming twelve months, with a declining hedged percentage out to twenty-four months. For certain other currencies with a smaller net impact, we hedge nearly all of our forecasted net exposures for the upcoming six months, with a declining hedge percentage out to fifteen months.

As of September 30, 2025, we had the following outstanding currency derivative contracts that were not designated for hedge accounting and were primarily used to hedge fluctuations in the U.S. dollar value of forecasted transactions or balances denominated in Australian Dollar, Canadian Dollar, Czech Koruna, Danish Krone, Euro, GBP, Indian Rupee, Mexican Peso, New Zealand Dollar, Norwegian Krone, Philippine Peso, Swiss Franc and Swedish Krona:

Notional Amount

Effective Date

Maturity Date

Number of Instruments

Index

$863,991

December 2023 through September 2025

Various dates through September 2027

635

Various

Financial Instrument Presentation

The table below presents the fair value of our derivative financial instruments as well as their classification on the balance sheet as of September 30, 2025 and June 30, 2025. Our derivative asset and liability balances fluctuate with interest rate and currency exchange rate volatility.


	September 30, 2025
	Asset Derivatives							Liability Derivatives
	Balance Sheet line item	Gross amounts of recognized assets		Gross amount offset in Consolidated Balance Sheet		Net amount		Balance Sheet line item	Gross amounts of recognized liabilities			Gross amount offset in Consolidated Balance Sheet		Net amount
Derivatives designated as hedging instruments
Derivatives in cash flow hedging relationships
Interest rate swaps	Other current assets / other assets	$	8,726	$	(126)	$	8,600	Other current liabilities / other liabilities	$	—		$	—	$	—


Derivatives in Net Investment Hedging Relationships
Cross-currency swap	Other assets	—		—		—		Other liabilities	(31,032)			—		(31,032)
Currency forward contracts	Other assets	57		—		57		Other liabilities	—			—		—
Total derivatives designated as hedging instruments		$	8,783	$	(126)	$	8,657		$	(31,032)		$	—	$	(31,032)

Derivatives not designated as hedging instruments


Currency forward contracts	Other current assets / other assets	$	1,641	$	(798)	$	843	Other current liabilities / other liabilities	$	(27,946)		$	1,796	$	(26,150)
Currency option contracts	Other current assets / other assets	—		—		—		Other current liabilities / other liabilities	(5,566)		$—	24		(5,542)
Total derivatives not designated as hedging instruments		$	1,641	$	(798)	$	843		$	(33,512)		$	1,820	$	(31,692)


	June 30, 2025
	Asset Derivatives							Liability Derivatives
	Balance Sheet line item	Gross amounts of recognized assets		Gross amount offset in Consolidated Balance Sheet		Net amount		Balance Sheet line item	Gross amounts of recognized liabilities		Gross amount offset in Consolidated Balance Sheet		Net amount
Derivatives designated as hedging instruments
Derivatives in cash flow hedging relationships
Interest rate swaps	Other current assets / other assets	$	9,636	$	(139)	$	9,497	Other current liabilities / other liabilities	$	—	$	—	$	—


Derivatives in net investment hedging relationships
Cross-currency swap	Other assets	—		—		—		Other liabilities	(31,982)		—		(31,982)
Currency forward contracts	Other assets	—		—		—		Other liabilities	(148)		—		(148)
Total derivatives designated as hedging instruments		$	9,636	$	(139)	$	9,497		$	(32,130)	$	—	$	(32,130)

Derivatives not designated as hedging instruments


Currency forward contracts	Other current assets	$	1,238	$	(47)	$	1,191	Other current liabilities / other liabilities	$	(34,941)	$	2,560	$	(32,381)
Currency option contracts	Other current assets / other assets	—		—		—		Other current liabilities / other liabilities	(5,801)		—		(5,801)
Total derivatives not designated as hedging instruments		$	1,238	$	(47)	$	1,191		$	(40,742)	$	2,560	$	(38,182)

The following table presents the effect of our derivative financial instruments designated as hedging instruments and their classification within comprehensive loss, net of tax, for the three months ended September 30, 2025 and 2024.


	Three Months Ended September 30,
	2025		2024
Derivatives in cash flow hedging relationships
Interest rate swaps	$	291	$	(8,399)

Derivatives in net investment hedging relationships
Cross-currency swaps	950		—
Intercompany loan	—		(2,129)
Currency forward contracts	205		—
Total	$	1,446	$	(10,528)

The following table presents reclassifications out of accumulated other comprehensive loss for the three months ended September 30, 2025 and 2024.


	Amount of Net (Gain) Loss Reclassified from Accumulated Other Comprehensive Loss into Income				Affected line item in the Statement of Operations
	Three Months Ended September 30,
	2025		2024
Derivatives in cash flow hedging relationships
Interest rate swaps	$	(882)	$	321		Interest expense, net

Total before income tax	(882)		321			Income (loss) before income taxes
Income tax	162		(37)			Income tax expense
Total	$	(720)	$	284

The following table presents the adjustment to fair value recorded within the consolidated statements of operations for the three months ended September 30, 2025 and 2024 for derivative instruments for which we did not elect hedge accounting.


	Amount of Gain (Loss) Recognized in Net Income				Affected line item in the Statement of Operations
	Three Months Ended September 30,
	2025		2024
Currency contracts	$	3,451	$	(20,569)		Other income (expense), net

Total	$	3,451	$	(20,569)

5. Accumulated Other Comprehensive Loss

The following table presents a roll forward of amounts recognized in accumulated other comprehensive loss by component, net of tax of $(35), for the three months ended September 30, 2025:


	Gains (losses) on cash flow hedges (1)		Gains (losses) on pension benefit obligation		Translation adjustments, net of hedges (2)		Total
Balance as of June 30, 2025	$	3,269	$	(1,165)	$	(40,073)	$	(37,969)
Other comprehensive loss before reclassifications	291		—		(527)		(236)
Amounts reclassified from accumulated other comprehensive loss to net income (loss)	(720)		—		—		(720)
Net current period other comprehensive loss	(429)		—		(527)		(956)
Balance as of September 30, 2025	$	2,840	$	(1,165)	$	(40,600)	$	(38,925)

________________________

(1) Gains on cash flow hedges include our interest rate swap contracts designated in cash flow hedging relationships.

(2) As of September 30, 2025 and June 30, 2025, the translation adjustment is inclusive of both the realized and unrealized effects of our net investment hedges. Gains (losses) on currency forward and cross-currency swap contracts designated as net investment hedges, net of tax, of $8,251 and $(9,406) have been included in accumulated other comprehensive loss as of September 30, 2025 and June 30, 2025, respectively. Intercompany loan hedge gains, net of tax, which is associated with a previously settled loan of $42,159 have been included in accumulated other comprehensive loss for both periods presented.

6. Goodwill

The carrying amount of goodwill by reportable segment as of September 30, 2025 and June 30, 2025 was as follows:


	Vista		PrintBrothers		The Print Group		All Other Businesses		Total
Balance as of June 30, 2025	$	304,806	$	164,780	$	161,649	$	194,921	$	826,156




Effect of currency translation adjustments (1)	81		68		58		—		207
Balance as of September 30, 2025	$	304,887	$	164,848	$	161,707	$	194,921	$	826,363

________________________

(1) Related to goodwill held by subsidiaries whose functional currency is not the U.S. dollar.

7. Other Balance Sheet Components

Accrued expenses included the following:


	September 30, 2025		June 30, 2025
Compensation costs	$	88,629	$	87,781
Income and indirect taxes	67,544		63,667
Advertising costs	33,244		25,428
Third-party manufacturing and digital content costs	20,393		20,018
Shipping costs	10,263		12,796
Variable compensation incentives	9,575		12,416
Interest payable	2,779		12,346
Sales returns	6,372		5,413
Professional fees	3,108		3,061
Restructuring costs	1,232		3,090
Other	65,357		58,069
Total accrued expenses	$	308,496	$	304,085

Other current liabilities included the following:


	September 30, 2025		June 30, 2025
Short-term derivative liabilities	$	18,014	$	20,969
Mandatorily redeemable noncontrolling interest	10,677		10,673
Current portion of finance lease obligations	9,075		9,121

Other	2,577		2,580
Total other current liabilities	$	40,343	$	43,343

Other liabilities included the following:


	September 30, 2025		June 30, 2025
Long-term derivative liabilities	$	47,455	$	52,089
Long-term finance lease obligations	24,589		24,501
Long-term compensation incentives	9,939		16,919


Other	14,257		13,737
Total other liabilities	$	96,240	$	107,246

8. Debt


	September 30, 2025		June 30, 2025
7.375% Senior Notes due 2032	$	525,000	$	525,000

Senior secured credit facility	1,070,116		1,072,818
Other	5,754		6,695
Debt issuance costs and discounts, net of debt premiums	(18,026)		(19,250)
Total debt outstanding, net	1,582,844		1,585,263
Less: short-term debt (1)	8,982		9,085
Long-term debt	$	1,573,862	$	1,576,178

_____________________

(1) Balances as of September 30, 2025 and June 30, 2025 are inclusive of short-term debt issuance costs, debt premiums and discounts of $4,895 for both periods presented.

Our various debt arrangements described below contain customary representations, warranties, and events of default. As of September 30, 2025, we were in compliance with all covenants in those debt contracts, including our amended and restated senior secured credit agreement dated as of May 17, 2021 (as further amended from time to time, the "Restated Credit Agreement") and the indenture governing our 7.375% senior unsecured notes due September 15, 2032 (the "2032 Notes").

Senior Secured Credit Facility

On December 16, 2024, we entered into a Restated Credit Agreement which consists of the following as of September 30, 2025:

•a $1,070,116 USD Tranche that bears interest at Term SOFR (with a Term SOFR rate floor of 0.50%) plus 2.50%, which amortizes over the loan period, with a final maturity date of May 17, 2028, and

•a $250,000 senior secured revolving credit facility with a maturity date of September 26, 2029 (the “Revolving Credit Facility”), with no outstanding borrowings for any periods presented.

◦Borrowings under the Revolving Credit Facility bear interest at Term SOFR (with a Term SOFR rate floor of 0%) plus 2.25% to 3.00% depending on the Company’s First Lien Leverage Ratio, a net leverage calculation, as defined in the Restated Credit Agreement.

The Restated Credit Agreement contains covenants that restrict or limit certain activities and transactions by Cimpress and our subsidiaries, including, but not limited to, the incurrence of additional indebtedness and liens; certain fundamental organizational changes; asset sales; certain intercompany activities; and certain investments and restricted payments, including purchases of Cimpress plc’s ordinary shares and payment of dividends. In addition, if any loans made under the Revolving Credit Facility are outstanding on the last day of any fiscal quarter, then we are subject to a financial maintenance covenant that the First Lien Leverage Ratio calculated as of the last day of such quarter does not exceed 3.25 to 1.00.

As of September 30, 2025, the weighted-average interest rate on outstanding borrowings under the Restated Credit Agreement was 6.26%, inclusive of interest rate swap rates. We are also required to pay a commitment fee for our Revolving Credit Facility on unused balances of 0.30% to 0.45% depending on our First Lien Leverage Ratio. We have pledged the assets and/or share capital of a number of our subsidiaries as collateral under our Restated Credit Agreement.

Senior Notes

We have issued $525,000 in 7.375% Senior Notes due 2032 ("2032 Notes"), which are unsecured. We can redeem some or all of the 2032 Notes at the redemption prices specified in the indenture that governs the 2032 Notes, plus accrued and unpaid interest to, but not including, the redemption date. As of September 30, 2025, we have not redeemed any of the 2032 Notes.

Other Debt

Other debt consists primarily of term loans acquired through our various acquisitions or used to fund certain capital investments. As of September 30, 2025 and June 30, 2025, we had $5,754 and $6,695, respectively, outstanding for those obligations that are payable through September 2028.

9. Income Taxes

Our income tax expense was $17,838 and $8,995 for the three months ended September 30, 2025 and 2024, respectively. Income tax expense increased versus the prior comparative period primarily due to increased income (loss) before income taxes and various immaterial discrete items in both periods. Our effective tax rate continues to be negatively impacted by losses in certain jurisdictions where we are unable to recognize a tax benefit in the current period. These losses with no tax benefit were excluded in calculating income tax expense for the three months ended September 30, 2025 and 2024, in accordance with GAAP. We continuously analyze our valuation allowance positions and the weight of objective and verifiable evidence of actual results against the more subjective evidence of anticipated future income.

As of September 30, 2025, we had unrecognized tax benefits of $12,720, including accrued interest and penalties of $19. We recognize interest and, if applicable, penalties related to unrecognized tax benefits in the provision for income taxes. If recognized, $373 of unrecognized tax benefits would reduce our tax expense. It is reasonably possible that a reduction in unrecognized tax benefits may occur within the next twelve months in the range of $425 to $525 related to the lapse of applicable statutes of limitations or settlement. We believe we have appropriately provided for all tax uncertainties.

We conduct business in a number of tax jurisdictions and, as such, are required to file income tax returns in multiple jurisdictions globally. The years 2014 through 2025 remain open for examination by the U.S. Internal Revenue Service and the years 2015 through 2025 remain open for examination in the various states and non-U.S. tax jurisdictions in which we file tax returns. We believe that our income tax reserves are adequately maintained taking into consideration both the technical merits of our tax return positions and ongoing developments in our income tax audits. However, the final determination of our tax return positions, if audited, is uncertain, and there is a possibility that final resolution of these matters could have a material impact on our results of operations or cash flows.

On July 4, 2025, the U.S. enacted the One Big Beautiful Bill Act ("the Act"), which, among other provisions, makes permanent certain measures originally enacted under the Tax Cuts and Jobs Act of 2017 that were set to expire at the end of 2025. Among other provisions, the Act reinstates 100% bonus depreciation, immediate expensing of U.S. research and development costs and modifies the calculation for the interest expense limitation under U.S. Internal Revenue Code §163(j). The Act did not have a material impact on our financial statements.

10. Noncontrolling Interests

Redeemable Noncontrolling Interests

For some of our subsidiaries, we own a controlling equity stake, and a third party or key members of the business management team own a minority portion of the equity. These noncontrolling interests span multiple businesses and reportable segments.

The following table presents the reconciliation of changes in our noncontrolling interests:


	Redeemable Noncontrolling Interest		Noncontrolling Interest
Balance as of June 30, 2025	$	19,057	$	987






Net loss attributable to noncontrolling interests	(692)		(425)



Foreign currency translation	5		(1)
Balance as of September 30, 2025 (1)	$	18,370	$	561

_________________

(1) During October 2025, the minority equity interest holders for one of our smaller businesses within the PrintBrothers reportable segment exercised their put option, which will require us to purchase their outstanding equity interest during the second quarter of fiscal 2026 for approximately $10,267.

11. Segment Information

Our operating segments are based upon the manner in which our operations are managed and the availability of separate financial information reported internally to the Chief Executive Officer, who is our Chief Operating Decision Maker (“CODM”), for purposes of making decisions about how to allocate resources and assess performance.

As of September 30, 2025, we have numerous operating segments under our management reporting structure which are reported in the following five reportable segments:

•Vista - Consists of the operations of our VistaPrint branded websites in North America, Western Europe, Australia, New Zealand, India, and Singapore. This business also includes our 99designs by Vista business, which provides graphic design services, VistaCreate for do-it-yourself (DIY) design, our Vista x Wix partnership for small business websites, and our Vista Corporate Solutions business, which serves medium-sized businesses and large corporations.

•PrintBrothers - Includes the results of druck.at, Printdeal, and WIRmachenDRUCK, a group of Upload & Print businesses that serve graphic professionals throughout Europe, primarily in Austria, Belgium, Germany, the Netherlands, and Switzerland.

•The Print Group - Includes the results of Easyflyer, Exaprint, Packstyle, Pixartprinting, and Tradeprint, a group of Upload & Print businesses that serve graphic professionals throughout Europe, primarily in France, Italy, Spain, and the United Kingdom. Pixartprinting's U.S. facility went live in March 2025, fulfilling orders for other Cimpress businesses as the business expands its offerings and launches its brand in North America.

•National Pen - Serves small businesses across geographies including North America, Europe, and Australia. The pens.com branded business sells through their ecommerce site and is supported by digital marketing methods as well as direct mail and telesales. National Pen focuses on customized writing instruments and promotional products, apparel, and gifts for small- and medium-sized businesses.

•All Other Businesses - Includes two businesses grouped together based on materiality.

◦BuildASign is a provider of canvas-print wall décor, business signage and other large-format printed products.

◦Printi, a smaller business that is an online printing leader in Brazil.

During the first quarter of fiscal year 2026, we made updates to our previously implemented methodology for inter-segment transactions, which is used for purposes of measuring and reporting our segment financial performance. These transactions occur when one Cimpress business chooses to buy from or sell to another Cimpress business. Under the updated methodology, a merchant business (the buyer) is cross charged the variable cost of fulfillment that includes labor, materials and shipping costs, but excludes the overhead allocation that was previously included. A fulfiller business (the seller) receives inter-segment revenue that includes the variable cost of fulfillment plus a markup, as well as the shipping costs. The fulfiller profit is included in the fulfiller’s segment results, but eliminated from consolidated reporting through an inter-segment EBITDA elimination. The updated approach allows our merchant businesses to access the ultimate Cimpress variable cost of fulfillment for a given product and therefore that ultimate Cimpress variable cost can be used to determine pricing, advertising spend, and other operational decisions. We made this change to simplify the inputs required for our businesses to transact with each other, and also to set the right incentives to drive increased use of our internal production capabilities. We have recast our historical segment results for all periods presented to ensure comparability with the updated methodology. These changes in methodology have no impact on our consolidated financial results.

During the first quarter of fiscal year 2026, we updated our internal organizational structure which included the transfer of two teams from our Vista reportable segment into our central functions. The change is intended to drive efficiencies through those functions. We have updated our segment presentation of all periods presented to reflect these changes.

Central and corporate costs consist primarily of the team of software engineers that is building our mass customization platform; shared service organizations such as global procurement; technology services such as hosting and security; administrative costs of our Cimpress India offices where numerous Cimpress businesses have dedicated business-specific team members; and corporate functions including our tax, treasury, internal audit, legal, sustainability, real estate, corporate communications, consolidated reporting and compliance, investor relations, and the functions of our CEO and CFO. These costs also include certain unallocated share-based compensation costs.

The expense value of our PSU awards is based on fair value and is required to be expensed on an accelerated basis. In order to ensure comparability in measuring our businesses' results, we allocate the straight-line portion of the fixed grant value to our businesses. Any expense in excess of this amount as a result of the fair

value measurement of the PSUs and the accelerated expense profile of the awards is recognized within central and corporate costs.

Our definition of segment EBITDA is GAAP operating income excluding certain items, such as depreciation and amortization, expense recognized for contingent earn-out related charges including the changes in fair value of contingent consideration and compensation expense related to cash-based earn-out mechanisms dependent upon continued employment, share-based compensation related to investment consideration, certain impairment expense, and restructuring charges. We include insurance proceeds that are not recognized within operating income. We do not allocate non-operating income, including realized gains and losses on currency hedges, to our segment results.

Our balance sheet information is not presented to the CODM on an allocated basis, and therefore we do not present asset information by segment. We do present other segment information to the CODM, which includes purchases of property, plant and equipment and capitalization of software and website development costs, and therefore include that information in the tables below.

Revenue by segment is based on the business-specific websites or sales channel through which the customer’s order was transacted. The following tables set forth revenue by reportable segment, as well as disaggregation of revenue by major geographic region and reportable segment.


	Three Months Ended September 30,
	2025		2024 (1)
Revenue:
Vista	$	454,909	$	429,576
PrintBrothers	184,711		160,424
The Print Group	96,710		84,202
National Pen	103,209		93,590
All Other Businesses	61,742		57,240
Total segment revenue	901,281		825,032
Inter-segment eliminations (2)	(38,004)		(20,063)
Total consolidated revenue	$	863,277	$	804,969

_____________________

(1) The prior-period segment results have been adjusted to ensure comparability with the updated methodology used for inter-segment transactions. Refer to the discussion above for further details.

(2) Refer to the "Revenue by Geographic Region" tables below for detail of the inter-segment revenue within each respective segment.


	Three Months Ended September 30, 2025
	Vista		PrintBrothers		The Print Group		National Pen		All Other		Total
Revenue by Geographic Region:
North America	$	317,720	$	—	$	618	$	53,431	$	41,942	$	413,711
Europe	109,482		181,449		85,543		36,951		186		413,611
Other	26,255		—		—		1,653		8,047		35,955
Inter-segment	1,452		3,262		10,549		11,174		11,567		38,004
Total segment revenue	454,909		184,711		96,710		103,209		61,742		901,281
Less: inter-segment elimination	(1,452)		(3,262)		(10,549)		(11,174)		(11,567)		(38,004)
Total external revenue	$	453,457	$	181,449	$	86,161	$	92,035	$	50,175	$	863,277


	Three Months Ended September 30, 2024
	Vista		PrintBrothers		The Print Group		National Pen		All Other		Total
Revenue by Geographic Region:
North America	$	309,175	$	—	$	—	$	52,287	$	43,368	$	404,830
Europe	95,657		159,368		80,907		32,007		—		367,939
Other	23,759		—		—		1,442		6,999		32,200
Inter-segment (1)	985		1,056		3,295		7,854		6,873		20,063
Total segment revenue (1)	429,576		160,424		84,202		93,590		57,240		825,032
Less: inter-segment elimination (1)	(985)		(1,056)		(3,295)		(7,854)		(6,873)		(20,063)
Total external revenue	$	428,591	$	159,368	$	80,907	$	85,736	$	50,367	$	804,969

_____________________

(1) The prior-period segment results have been adjusted to ensure comparability with the updated methodology used for inter-segment transactions. Refer to the discussion above for further details.

The following tables include segment revenue and significant segment expenses by reportable segment, as well as our reported measure of segment profit or loss, EBITDA, by reportable segment for the three months ended September 30, 2025 and 2024. Total segment EBITDA shown in the tables below is prior to inter-segment eliminations. Refer to the subsequent table for a reconciliation of total segment EBITDA to income from operations and income (loss) before income taxes.


	Three Months Ended September 30, 2025
	Vista		PrintBrothers		The Print Group		National Pen		All Other

Total segment revenue (1)	$	454,909	$	184,711	$	96,710	$	103,209	$	61,742
Less: Cost of revenue (1)	201,921		132,136		61,031		53,362		34,185
Segment gross profit	252,988		52,575		35,679		49,847		27,557
Less: Advertising expenses	66,504		6,009		6,100		26,596		10,574
Less: Other operating expenses (2)	111,171		25,322		16,110		28,727		12,314
Add: Depreciation and amortization	14,297		3,571		5,541		3,026		4,398
Add: Other segment items (3)	376		924		(339)		58		13
Segment EBITDA (4)	$	89,986	$	25,739	$	18,671	$	(2,392)	$	9,080


	Three Months Ended September 30, 2024
	Vista		PrintBrothers		The Print Group		National Pen		All Other

Total segment revenue (1)	$	429,576	$	160,424	$	84,202	$	93,590	$	57,240
Less: Cost of revenue (1)	192,037		115,233		52,090		43,653		31,294
Segment gross profit	237,539		45,191		32,112		49,937		25,946
Less: Advertising expenses	65,128		5,371		5,618		27,680		10,234
Less: Other operating expenses (2)	104,861		23,089		12,483		30,075		13,604
Add: Depreciation and amortization	13,047		3,475		5,211		3,246		4,647
Add: Other segment items (3)	545		(12)		(1,160)		—		107
Segment EBITDA (4)	$	81,142	$	20,194	$	18,062	$	(4,572)	$	6,862

__________________

(1) The prior-period segment results have been adjusted to ensure comparability with the updated methodology used for inter-segment transactions and the transfer of two functions between our Vista reportable segment and central and corporate costs. Refer to the discussion above for further details.

(2) For each reportable segment, other operating expenses consists primarily of marketing and selling expense (excluding advertising expenses), technology and development expense and general and administrative expense.

(3) Other segment items primarily includes certain items excluded from our definition of segment EBITDA, which includes expense recognized for contingent earn-out related charges including the changes in fair value of contingent consideration and compensation expense related to cash-based earn-out mechanisms dependent upon continued employment, share-based compensation related to investment consideration, certain impairment expense, and restructuring charges.

(4) For the three months ended September 30, 2025 and 2024 total segment EBITDA was $141,084 and $121,688, respectively. In addition to the adjustments described above as part of other segment items, total segment EBITDA excludes the impact of central and corporate costs which is not considered a reportable segment, as well as the elimination of inter-segment transactions which are included in the reconciliation to income (loss) before income taxes as outlined below.

The following table includes a reconciliation of total segment EBITDA to income from operations and income (loss) before income taxes:


	Three Months Ended September 30,
	2025			2024 (1)
Total Segment EBITDA	$	141,084		$	121,688
Central and corporate costs	(38,635)			(38,859)
Elimination (2)	(15,835)		1	(8,459)
Depreciation and amortization (3)	(36,618)			(35,546)
Certain impairment and other adjustments	(727)			614
Restructuring-related charges	(298)			(99)
Total income from operations	48,971			39,339
Other income (expense), net	3,453			(11,492)
Interest Expense, net	(28,066)			(31,415)
Gain on early extinguishment of debt	—			179
Income (loss) before income taxes	$	24,358		$	(3,389)

(2) Includes the elimination of inter-segment profit that relates to cross-Cimpress transactions, in which the merchant business is cross charged the variable cost of fulfillment and the fulfiller business receives a markup on the cost to fulfill the related orders. These inter-segment profits are eliminated at a consolidated level. Refer to the discussion above regarding our updated methodology for inter-segment transactions for additional details.

(3) For the three months ended September 30, 2025 and 2024, depreciation and amortization includes costs within our central and corporate costs of $5,785 and $5,920, respectively.


	Three Months Ended September 30,
	2025		2024
Purchases of property, plant and equipment:
Vista	$	10,616	$	7,526
PrintBrothers	2,404		1,367
The Print Group	9,090		3,767
National Pen	2,471		1,363
All Other Businesses	1,564		2,511
Central and corporate costs	208		467
Total purchases of property, plant and equipment	$	26,353	$	17,001


	Three Months Ended September 30,
	2025		2024
Capitalization of software and website development costs:
Vista	$	6,563	$	6,057
PrintBrothers	1,294		602
The Print Group	1,245		949
National Pen	1,035		1,100
All Other Businesses	1,312		1,499
Central and corporate costs	5,837		4,364
Total capitalization of software and website development costs	$	17,286	$	14,571

The following table sets forth long-lived assets by geographic area:


	September 30, 2025		June 30, 2025
Long-lived assets (1):
United States	$	70,559	$	64,615
Switzerland	77,236		72,971
Netherlands	70,453		67,396
Canada	64,112		66,725
Italy	45,589		41,496
Germany	38,908		37,331
Tunisia	33,069		29,868
France	29,933		31,095
Australia	25,843		23,915
Other	81,352		112,586
Total	$	537,054	$	547,998

___________________

(1) Excludes goodwill of $826,363 and $826,156, intangible assets, net of $54,116 and $58,348, and deferred tax assets of $57,905 and $61,086 as of September 30, 2025 and June 30, 2025, respectively.

12. Commitments and Contingencies

Supply Chain Finance Program

We facilitate a voluntary supply chain finance program through a financial intermediary, which provides certain suppliers the option to be paid by the financial intermediary earlier than the due date of the applicable invoice. The decision to sell receivables due from us is at the sole discretion of both the suppliers and the financial institution. Our responsibility is limited to making payment on the terms originally negotiated with each supplier, regardless of whether a supplier participates in the program. We are not a party to the agreements between the participating financial institution and the suppliers in connection with the program, we do not receive financial incentives from the suppliers or the financial institution, nor do we reimburse suppliers for any costs they incur for participating in the program. There are no assets pledged as security or other forms of guarantees provided for the committed payment to the financial institution.

All unpaid obligations to our supply chain finance provider are included in accounts payable in the consolidated balance sheets, and payments we make under the program are reflected as a reduction to net cash provided by operating activities in the consolidated statements of cash flows. The outstanding obligations with our supply chain finance provider that are included in accounts payable in our consolidated balance sheets as of September 30, 2025 and June 30, 2025 were $68,611 and $64,854, respectively.

Purchase Obligations

At September 30, 2025, we had unrecorded commitments under contract of $429,237, including third-party cloud services of $253,194; inventory, third-party fulfillment and digital service purchase commitments of $87,690; software of $40,064; insurance costs of $18,410; production-related temporary labor of $11,940; professional and consulting fees of $7,579; production and computer equipment purchases of $4,038; advertising of $3,725; and other unrecorded purchase commitments of $2,597.

Legal Proceedings

We are not currently party to any legal proceedings we believe to be material. Although we cannot predict with certainty the results of litigation and claims to which we may be subject from time to time, we do not expect the resolution of any of our current matters to have a material adverse impact on our consolidated results of operations, cash flows or financial position. For all legal matters, at each reporting period, we evaluate whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. We expense the costs relating to our legal proceedings as those costs are incurred.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Report contains forward-looking statements that involve risks and uncertainties. The statements contained in this Report that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including but not limited to our statements about the anticipated growth and development of our businesses and financial results, the impact of interest rate and currency fluctuations, the impact of U.S. tariffs (including potential changes in related trade policies and potential mitigation actions and related estimates, cost impacts, pricing changes and changes in customer demand), sources of liquidity to fund future operations, future payment terms with suppliers, the timing of adoption of certain accounting standards, legal proceedings, our ability to prevail in our appeal of an adverse land duty tax assessment, indefinitely reinvested earnings, unrecognized tax benefits, our effective tax rate, and sufficiency of our tax reserves. Without limiting the foregoing, the words “may,” “should,” “could,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” "assume," “designed,” “potential,” "possible," “continue,” “target,” “seek,” "likely," "will" and similar expressions are intended to identify forward-looking statements. All forward-looking statements included in this Report are based on information available to us up to, and including the date of this document, and we disclaim any obligation to update any such forward-looking statements. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various important factors, including but not limited to flaws in the assumptions and judgments upon which our forecasts and estimates are based; the development, duration, and severity of supply chain constraints and fluctuating inflation; our inability to make investments in our businesses and allocate our capital as planned or the failure of those investments and allocations to achieve the results we expect; costs and disruptions caused by acquisitions and minority investments; the failure of businesses we acquire or invest in to perform as expected; loss of key personnel or our inability to recruit talented personnel; our failure to develop and deploy our mass customization platform or the failure of the mass customization platform to drive the performance, efficiencies, and competitive advantage we expect; unanticipated changes in our markets, customers, or businesses; disruptions caused by geopolitical events or political instability and war in Ukraine, Israel, the Middle East, or elsewhere; changes in governmental policies, laws, and regulations that affect our businesses, or in their enforcement or interpretation, including related to import tariffs; our failure to manage the growth and complexity of our business; our failure to maintain compliance with the covenants in our debt documents or to pay our debts when due; competitive pressures; general economic conditions; and other factors described in Item 1A (Risk Factors) of our Annual Report on Form 10-K for the 2025 fiscal year, this Quarterly Report on Form 10-Q and subsequent documents we periodically file with the SEC.

Executive Overview

As of September 30, 2025, we have numerous operating segments under our management reporting structure that are reported in the following five reportable segments: Vista, PrintBrothers, The Print Group, National Pen, and All Other Businesses. For purposes of measuring and reporting our segment financial performance, we made updates to our previously implemented methodology for inter-segment transactions during the first quarter of fiscal 2026. These transactions occur when one Cimpress business buys from or sells to another Cimpress business. Under the updated methodology, a merchant business (the buyer) is cross charged the variable cost of fulfillment that includes labor, materials and shipping costs, which excludes the previously included overhead allocation. We also updated our internal organizational structure, which included the transfer of two teams from our Vista reportable segment into our central functions. We have recast the prior periods presented for segment revenue and segment EBITDA for both changes to ensure comparability with the current fiscal year. These changes have no impact on our consolidated financial results. Refer to Note 11 in our accompanying consolidated financial statements for additional information relating to our reportable segments and our segment financial measures.

U.S. Tariffs

The U.S. tariff environment remains fluid. Cimpress businesses operate in the U.S., and we have fulfillment operations for U.S. customers in multiple locations in the U.S., Canada and Mexico. Cimpress has multiple exemptions and exclusions from paying tariffs on many of the products we fulfill for U.S. customers in Canada and

Mexico. The primary impact of tariffs on Cimpress continues to be for promotional products that we source from China and several other countries. After the elimination of the de minimis exemption for shipments under $800 per day to individual U.S. customers in May 2025 for Chinese-sourced goods and August 2025 for goods from other countries, we increased our pricing on impacted products. To date, we have been able to minimize the impact of the new tariffs through supply chain optimization and pricing changes.

We are monitoring the status of tariffs, and we will remain nimble in our sourcing and pricing responses. Most of the computed value of the products we produce in Canada and Mexico for U.S. customers remains covered by exemptions due to their compliance with the US-Mexico-Canada (USMCA) trade agreement and the International Emergency Economic Powers Act (IEEPA) carve out for informational materials. Furthermore, we continue to believe that our scale-based advantages and the assets of our manufacturing, supply chain and procurement, and flexible technology infrastructure have become even clearer through this turbulence. We remain confident that we can manage this effectively, even as facts and circumstances continue to change.

Financial Summary

The primary financial metric by which we set quarterly and annual budgets both for individual businesses and Cimpress wide is our adjusted free cash flow before net cash interest payments; however, in evaluating the financial condition and operating performance of our business, management considers a number of metrics including revenue growth, constant-currency revenue growth, organic constant-currency revenue growth (which excludes the impact of acquisitions/divestitures), operating income, net income (loss), adjusted EBITDA, cash flow from operations, and adjusted free cash flow. Reconciliations of our non-GAAP financial measures are included within the "Consolidated Results of Operations" and "Additional Non-GAAP Financial Measures" sections of Management's Discussion and Analysis. A summary of these key financial metrics for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024 follows:

•Revenue increased by 7% to $863.3 million.

•Organic constant-currency revenue growth (a non-GAAP financial measure) was 4%.

•Operating income increased by $9.6 million to $49.0 million.

•Net income increased by $18.9 million to $6.5 million.

•Adjusted EBITDA (a non-GAAP financial measure) increased by $10.9 million to $98.7 million.

•Diluted net income per share attributable to Cimpress plc increased by $0.80 to $0.30.

•Cash provided by operating activities increased by $20.7 million to $25.1 million.

•Adjusted free cash flow (a non-GAAP financial measure) increased by $7.9 million to $(17.8) million.

For the three months ended September 30, 2025, the increase in reported consolidated revenue was primarily driven by revenue growth across most of our reportable segments. The largest contributors of the revenue growth came from our Vista and PrintBrothers reportable segments. Revenue growth in Vista was led by strong performance in promotional products, apparel and gifts (PPAG) and packaging and labels, which delivered growth across all major markets. Our PrintBrothers reportable segment delivered revenue growth across all of their businesses, driven by the combination of increases in new customers and order volume growth.

The increase to operating income of $9.6 million during the three months ended September 30, 2025 was primarily driven by incremental gross profit due to revenue growth discussed above. Across many of our businesses we continue to drive year-over-year advertising and operating expense efficiencies. These efficiencies, including from reductions in the second half of the prior fiscal year, helped offset the overall increase in operating expenses as compared to the prior year period, in part due to higher cash compensation costs driven by the timing of our annual merit cycle.

For the three months ended September 30, 2025, net income increased by $18.9 million to $6.5 million due to the operating income increase described above as well as an increase in other income (expense) of $14.9 million primarily due to unrealized hedging gains of $3.5 million as compared to losses of $20.6 million in the prior-year period. This was partially offset by $8.8 million of higher income tax expense due primarily to increased income (loss) before income taxes.

Adjusted EBITDA increased during the three months ended September 30, 2025, for similar reasons described above as well as $2.9 million in year-over-year currency benefits, net of realized losses on certain currency hedge contracts.

During the three months ended September 30, 2025, cash from operations increased $20.7 million year over year, primarily driven by the higher net income as described above, as well as favorable changes in net working capital year over year of $16.3 million partially offset by higher cash taxes.

Adjusted free cash flow increased by $7.9 million for the three months ended September 30, 2025, due to the operating cash flow increase described above, partially offset by a $9.4 million increase in capitalized expenditures due to planned investments in new production equipment and facility expansion and a $2.7 million increase in capitalized software and website development costs, primarily driven by investments in our mass customization platform and related technology enhancements.

Consolidated Results of Operations

Consolidated Revenue

Our businesses generate revenue primarily from the sale and shipment of customized products. We also generate revenue, to a much lesser extent (and primarily in our Vista business), from digital services, graphic design services, website design and hosting, and social media marketing services, as well as a small percentage of revenue from order referral fees and other third-party offerings. For additional discussion relating to segment revenue results, refer to the "Reportable Segment Results" section included below.

Total revenue and revenue growth by reportable segment for the three months ended September 30, 2025 and 2024 are shown in the following tables. The revenue by reportable segment includes inter-segment transactions, which is when one Cimpress business chooses to buy from or sell to another Cimpress business that is part of a different reportable segment. These transactions are then eliminated in the inter-segment elimination line in the table below.


In thousands	Three Months Ended September 30,					Currency Impact:	Constant- Currency	Impact of Acquisitions/Divestitures:	Constant- Currency Revenue Growth
	2025		2024 (1)		% Change	(Favorable)/Unfavorable	Revenue Growth (2)	(Favorable)/Unfavorable	Excluding Acquisitions/Divestitures (3)
Vista	$	454,909	$	429,576	6%	(1)%	5%	—%	5%
PrintBrothers	184,711		160,424		15%	(7)%	8%	—%	8%
The Print Group	96,710		84,202		15%	(7)%	8%	—%	8%
National Pen	103,209		93,590		10%	(2)%	8%	—%	8%
All Other Businesses	61,742		57,240		8%	0%	8%	—%	8%
Inter-segment eliminations	(38,004)		(20,063)
Total revenue	$	863,277	$	804,969	7%	(3)%	4%	—%	4%

_______________

(1) The prior-period segment results have been adjusted to ensure comparability with the updated methodology used for inter-segment transactions. Refer to Note 11 of the accompanying consolidated financial statements for additional details.

(2) Constant-currency revenue growth, a non-GAAP financial measure, represents the change in total revenue between current and prior-year periods at constant-currency exchange rates by translating all non-U.S. dollar denominated revenue generated in the current period using the prior year period’s average exchange rate for each currency to the U.S. dollar. Our reportable segments-related growth is inclusive of inter-segment revenues, which are eliminated in our consolidated results.

(3) Constant-currency revenue growth excluding acquisitions/divestitures, a non-GAAP financial measure, excludes revenue results for businesses in the period in which there is no comparable year-over-year revenue. Our reportable segments-related growth is inclusive of inter-segment revenues, which are eliminated in our consolidated results.

We have provided these non-GAAP financial measures because we believe they provide meaningful information regarding our results on a consistent and comparable basis for the periods presented. Management uses these non-GAAP financial measures, in addition to GAAP financial measures, to evaluate our operating results. These non-GAAP financial measures should be considered supplemental to, and not a substitute for, our reported financial results prepared in accordance with GAAP.

For the three months ended September 30, 2025, the reported revenue growth of $58.3 million was primarily driven by revenue growth in our Vista and PrintBrothers reportable segments and $23.2 million of positive effects from currency exchange rate fluctuations as compared to the prior year. Excluding the effect of changes in currency exchange rates and inter-segment revenue, the largest increase in revenue was from our Vista business with an increase of $19.7 million for the three months ended September 30, 2025. Vista revenue was higher year over year across all major markets, with the most significant growth in the PPAG and packaging and label product categories. Our PrintBrothers reportable segment also contributed $11.1 million of increased revenue for the three months ended September 30, 2025, excluding the effect of changes in currency exchange rates and inter-segment revenue, primarily driven by new customer and order volume growth, partially offset by customers purchasing lower quantities in certain product categories.

For additional discussion relating to segment revenue results, refer to the "Reportable Segment Results" section included below.

Consolidated Cost of Revenue

Cost of revenue includes materials used by our businesses to manufacture their products, payroll and related expenses for production and design services personnel, depreciation of assets used in the production process and in support of digital marketing service offerings, shipping, handling and processing costs, third-party production and design costs, costs of free products, and other related costs of products our businesses sell.


In thousands	Three Months Ended September 30,
	2025			2024
Cost of revenue	$	460,476		$	422,736
% of revenue	53.3		%	52.5		%

For the three months ended September 30, 2025, cost of revenue increased by $37.7 million year over year, driven by increases in third-party fulfillment costs of $14.2 million, due in part to product mix shifts toward faster-growing product categories that leverage our third-party fulfillment network. In addition, internal variable manufacturing and shipping costs increased by $12.0 million and $5.0 million, respectively, primarily driven by volume-related increases. For both third-party and internal fulfillment costs, a smaller portion of the increase is also impacted by tariff-related cost increases in the U.S., which have largely been offset by price increases. Currency exchange rate fluctuations also increased the cost of revenue by $14.0 million, as compared to the prior year period.

Consolidated Operating Expenses

The following table summarizes our comparative operating expenses for the following periods


In thousands	Three Months Ended September 30,
	2025			2024			2025 vs. 2024
Technology and development expense	$	84,886		$	81,861		4%
% of revenue	9.8		%	10.2		%
Marketing and selling expense	$	210,398		$	203,847		3%
% of revenue	24.4		%	25.3		%
General and administrative expense	$	53,996		$	51,932		4%
% of revenue	6.3		%	6.5		%
Amortization of acquired intangible assets	$	4,252		$	5,155		(18)%
% of revenue	0.5		%	0.6		%
Restructuring expense	$	298		$	99		201%
% of revenue	0.0		%	0.0		%

Technology and development expense

Technology and development expense consists primarily of payroll and related expenses for employees engaged in software and manufacturing engineering, information technology operations, and content development, as well as amortization of capitalized software and website development costs, including hosting of our websites, asset depreciation, patent amortization, and other technology infrastructure-related costs. Depreciation expense for information technology equipment that directly supports the delivery of our digital marketing services products is included in cost of revenue.

Technology and development expense increased by $3.0 million for the three months ended September 30, 2025, as compared to the prior year period. This increase was primarily driven by a $3.1 million increase in third-party technology costs, most of which related to further adoption of certain products offered through our mass customization platform, as well as increased business volume, which has collectively increased consumption of those services and related infrastructure costs.

Marketing and selling expense

Marketing and selling expense consists primarily of advertising and promotional costs; payroll and related expenses for our employees engaged in marketing, sales, customer support, and public relations activities; direct-mail advertising costs; and third-party payment processing fees. Our Vista, National Pen, and BuildASign businesses have higher marketing and selling costs as a percentage of revenue as compared to our PrintBrothers and The Print Group businesses due to differences in the customers that they serve.

For the three months ended September 30, 2025, marketing and selling expenses increased by $6.6 million, partly due to higher cash compensation costs of $3.9 million, driven by our annual merit cycle, as well as hiring in our Vista business. In addition, advertising spend increased by $1.8 million, as compared to the prior year period, largely due to volume-driven increases to advertising spend, as well as targeted advertising investments in certain businesses.

General and administrative expense

General and administrative expense consists primarily of transaction costs, including third-party professional fees, insurance, and payroll and related expenses of employees involved in executive management, finance, legal, strategy, human resources, and procurement.

General and administrative expenses increased by $2.1 million during the three months ended September 30, 2025 as compared to the prior year period, driven by an increase in cash compensation costs of $2.7 million, primarily influenced by the timing of our annual merit cycle, as well as expense recognized during the first quarter of fiscal year 2026 for a sales tax reserve of $1.9 million. These increases were partially offset by lower long-term incentive cash compensation costs of $1.3 million due to changes in the estimated payout for certain businesses and lower share-based compensation costs of $1.6 million, driven by fluctuations in the attainment associated with the performance conditions of prior-year performance share units.

Other Consolidated Results

Other income (expense), net

Other income (expense), net generally consists of gains and losses from currency exchange rate fluctuations on transactions or balances denominated in currencies other than the functional currency of our subsidiaries, as well as the realized and unrealized gains and losses on some of our derivative instruments. In evaluating our currency hedging programs and ability to qualify for hedge accounting in light of our legal entity cash flows, we considered the benefits of hedge accounting relative to the additional economic cost of trade execution and administrative burden. Based on this analysis, we execute certain currency derivative contracts that do not qualify for hedge accounting.

The following table summarizes the components of other income (expense), net:


In thousands	Three Months Ended September 30,
	2025		2024
Gains (losses) on derivatives not designated as hedging instruments	$	3,451	$	(20,569)
Currency-related (losses) gains, net	(181)		8,667
Other gains	183		410
Total other income (expense), net	$	3,453	$	(11,492)

The changes in other income (expense), net was primarily due to the currency exchange rate volatility impacting our derivatives that are not designated as hedging instruments, of which our Euro and British Pound contracts are the most significant exposures that we economically hedge. We expect volatility to continue in future periods, as we do not apply hedge accounting for most of our derivative currency contracts.

We experience currency-related net gains and losses due to currency exchange rate volatility on our non-functional currency intercompany relationships, which we may alter from time to time.

Interest expense, net

Interest expense, net primarily consists of interest on outstanding debt balances, amortization of debt issuance costs, debt discounts, interest related to finance lease obligations, accretion adjustments related to our mandatorily redeemable noncontrolling interests, and realized gains (losses) on effective interest rate swap contracts and certain cross-currency swap contracts.

Interest expense, net decreased $3.3 million during the three months ended September 30, 2025, primarily due to a year-over-year decrease to our weighted average interest rate (net of interest rate swaps) on our senior secured Term Loan B in part arising from our repricing action in December 2024 that reduced the credit spread on our outstanding debt.

Income tax expense


In thousands	Three Months Ended September 30,
	2025			2024
Income tax expense	$	17,838		$	8,995
Effective tax rate	73.2		%	(265.4)		%

Income tax expense for the three months ended September 30, 2025 increased versus the prior year primarily due to increased income (loss) before income taxes and various immaterial discrete items in both periods.

We believe that our income tax reserves are adequately maintained by taking into consideration both the technical merits of our tax return positions and ongoing developments in our income tax audits. However, the final determination of our tax return positions, if audited, is uncertain, and therefore there is a possibility that final resolution of these matters could have a material impact on our results of operations or cash flows. Refer to Note 9 in our accompanying consolidated financial statements for additional details.

Reportable Segment Results

Our segment financial performance is measured based on segment EBITDA, which is defined as operating income plus depreciation and amortization; plus proceeds from insurance not already included in operating income; plus share-based compensation expense related to investment consideration; plus earn-out related charges; plus certain impairments and other adjustments; plus restructuring related charges; less gain or loss on the purchase or sale of subsidiaries as well as the disposal of assets. The effects of currency exchange rate fluctuations impact segment EBITDA and we do not allocate to segment EBITDA any gains or losses that are realized by our currency hedging program.

For purposes of measuring and reporting our segment financial performance, we implemented changes to the previously implemented methodology used for inter-segment transactions during the first quarter of fiscal 2026. These transactions are when one Cimpress business chooses to buy from or sell to another Cimpress business. We also updated our internal organizational structure which included the transfer of two teams from our Vista reportable segment into our central functions. We have recast the prior periods presented for segment revenue and segment EBITDA for both changes to ensure comparability with the current fiscal year. These changes in methodology have no impact on our consolidated financial results. Refer to Note 11 in our accompanying consolidated financial statements for additional details.

Vista


In thousands	Three Months Ended September 30,
	2025			2024 (1)			2025 vs. 2024
Reported Revenue	$	454,909		$	429,576		6%
Segment EBITDA	89,986			81,142			11%
% of revenue	20		%	19		%

_____________________

(1) The prior year segment results have been adjusted to ensure comparability with the updated methodology used for inter-segment transactions and organizational changes that transferred two teams to our central functions. Refer to Note 11 of the accompanying consolidated financial statements for additional details.

Segment Revenue

Vista's reported revenue growth for the three months ended September 30, 2025 was 6% and was positively affected by currency exchange rate fluctuations of 1%, resulting in constant-currency revenue growth of 5%. Revenue growth for the three months ended September 30, 2025 was stronger for product categories such as PPAG as well as packaging and labels and was supported by bookings growth for both new and repeat customers. Partially offsetting growth in these product categories was a decline in business card and stationery products, although the rate of decline was improved versus the prior year quarter.

Segment Profitability

For the three months ended September 30, 2025, segment EBITDA increased by $8.8 million, primarily due to gross profit growth of $15.5 million, which was driven by the revenue growth described above. Partially offsetting the increase in gross profit was a $1.4 million increase in advertising spend that was primarily related to increases in performance advertising spend that supported the revenue growth described above and, as a percentage of segment revenue, was lower year over year. In addition, operating expenses increased by $5.1 million, driven by compensation increases from our annual merit cycle and improved customer self-service features to improve customer care efficiency.

PrintBrothers


In thousands	Three Months Ended September 30,
	2025			2024 (1)			2025 vs. 2024
Reported Revenue	$	184,711		$	160,424		15%
Segment EBITDA	25,739			20,194			27%
% of revenue	14		%	13		%

_____________________

(1) The prior year segment results have been adjusted to ensure comparability with the updated methodology used for inter-segment transactions. Refer to Note 11 of the accompanying consolidated financial statements for additional details.

Segment Revenue

PrintBrothers' reported revenue growth for the three months ended September 30, 2025 was positively affected by currency exchange rate fluctions of 7%, resulting in organic constant currency revenue growth of 8%. Organic constant-currency revenue growth was driven primarily by customer and order volume growth across the businesses.

Segment Profitability

PrintBrothers' segment EBITDA for the three months ended September 30, 2025 increased $5.5 million, primarily due to the revenue growth described above, as well as positive year-over-year impacts from currency exchange fluctuations of $1.6 million. This was partially offset by increases in advertising spend of $0.6 million, which as a percentage of external revenue is flat year over year, as well as an increases in operating expenses of $2.0 million, which is mostly driven by technology investments.

The Print Group


In thousands	Three Months Ended September 30,
	2025			2024 (1)			2025 vs. 2024
Reported Revenue	$	96,710		$	84,202		15%
Segment EBITDA	18,671			18,062			3%
% of revenue	19		%	21		%

_____________________

Segment Revenue

The Print Group's reported revenue growth was positively affected by currency exchange rate fluctuations of 7%, resulting in constant-currency revenue growth for the three months ended September 30, 2025 of 8%, and was primarily driven by increased fulfillment for other Cimpress businesses. External revenue growth was relatively flat year over year, as we continue to experience a shift to lower overall order values in certain product categories.

Segment Profitability

The Print Group's segment EBITDA increased $0.6 million during the three months ended September 30, 2025 as compared to the prior year, due in part to positive year-over-year impacts from currency exchange fluctuations of $1.1 million. Excluding the effect of currency, segment EBITDA declined by $0.4 million, due to a $2.2 million increase in variable long-term incentive compensation expense, driven by changes year over year in their estimated payouts. This cost increase was offset in part by an increase in gross profit, driven by the revenue growth described above.

National Pen


In thousands	Three Months Ended September 30,
	2025			2024 (1)			2025 vs. 2024
Reported Revenue	$	103,209		$	93,590		10%
Segment EBITDA	(2,392)			(4,572)			48%
% of revenue	(2)		%	(5)		%

_____________________

Segment Revenue

For the three months ended September 30, 2025, National Pen's revenue growth was positively impacted 2% by currency exchange rate fluctuations, resulting in constant-currency revenue growth of 8% as compared to the prior year. National Pen revenue growth was driven by increases in fulfillment for other Cimpress businesses as well as growth in external revenue, mostly from tariff-related pricing increases. These increases were offset by revenue declines in mail order where National Pen continued to reduce and optimize their direct mail advertising spend.

Segment Profitability

National Pen's segment EBITDA increased $2.2 million for the three months ended September 30, 2025, driven by a reduction in advertising spend of $1.1 million, most of which relates to the lower direct mail advertising as described above, as well as a $1.4 million decrease in variable long-term incentive compensation expense, driven by changes year over year in their estimated payouts.

All Other Businesses

This segment includes BuildASign and Printi, a smaller business that is an online printing leader in Brazil.


In thousands	Three Months Ended September 30,
	2025			2024 (1)			2025 vs. 2024
Reported Revenue	$	61,742		$	57,240		8%
Segment EBITDA	9,080			6,862			32%
% of revenue	15		%	12		%

_____________________

Segment Revenue

All Other Businesses' reported and constant-currency revenue growth was 8% for the three months ended September 30, 2025. BuildASign, the largest business in this segment, delivered strong growth from fulfillment for other Cimpress businesses as well as growth in the packaging product category, which was partially offset by lower revenue for signage products. Our smaller Printi business delivered constant-currency revenue growth versus the prior year.

Segment Profitability

For the three months ended September 30, 2025, segment EBITDA increased $2.2 million versus the prior year, largely driven by the cross-Cimpress revenue growth described above as well as lower variable long-term incentive compensation expense of $1.9 million, driven by changes year over year in estimated payouts.

Central and Corporate Costs

Central and corporate costs consist primarily of the team of software engineers that is building our mass customization platform; shared service organizations such as global procurement; technology services such as security; administrative costs of our Cimpress India offices where numerous Cimpress businesses have dedicated business-specific team members; and corporate functions including our tax, treasury, internal audit, legal, sustainability, real estate, corporate communications, consolidated reporting and compliance, investor relations, and the functions of our CEO and CFO. These costs also include certain unallocated share-based compensation costs.

During the three months ended September 30, 2025, central and corporate costs decreased by $0.2 million as compared to the prior year, due primarily to a reduction in unallocated share-based compensation expense year over year of $1.6 million, driven by fluctuations in the attainment associated with the performance conditions of prior-year performance share units. This decrease was partially offset by higher third-party technology costs as a result of continued adoption and usage of mass customization platform products that are developed by our central technology teams.

Liquidity and Capital Resources

Consolidated Statements of Cash Flows Data


In thousands	Three Months Ended September 30,
	2025		2024
Net cash provided by operating activities	$	25,059	$	4,384
Net cash used in investing activities	(42,818)		(25,502)
Net cash used in financing activities	(14,656)		(35,416)

The cash flows during the three months ended September 30, 2025 related primarily to the following items:

Cash inflows:

•Net income of $6.5 million

•Adjustments for non-cash items of $48.6 million primarily related to adjustments for depreciation and amortization of $36.6 million, share-based compensation costs of $14.8 million and deferred taxes of $2.8 million, offset in part by unrealized currency-related gains of $7.7 million

•Proceeds from the sale of assets of $0.8 million

•Proceeds from the exercise of options of $0.5 million

Cash outflows:

•Net working capital outflows of $30.1 million, primarily due to typical fluctuations from seasonal trends that resulted in increases in accounts receivables and inventory levels

•Capital expenditures of $26.4 million, of which the majority is related to the purchase of manufacturing and automation equipment for our production facilities

•Internal and external costs of $17.3 million for software and website development that we have capitalized

•Payment of withholding taxes in connection with share awards of $6.7 million, primarily driven by the vesting of restricted and performance share unit grants

•Net repayments of debt of $3.7 million, primarily including our Term Loan B amortization payment

•Purchases of our ordinary shares for $2.7 million

•Payments for finance lease arrangements of $2.0 million

Additional Liquidity and Capital Resources Information. At September 30, 2025, we had $200.5 million of cash and cash equivalents and $1,600.9 million of debt, excluding debt issuance costs and debt premiums and discounts. During the three months ended September 30, 2025, we financed our operations and strategic investments through internally generated cash flows from operations and cash on hand. We expect to finance our future operations through our cash, operating cash flow, and borrowings under our debt arrangements.

We have historically used excess cash and cash equivalents for organic investments, share repurchases, acquisitions and equity investments, and debt reduction. During the three months ended September 30, 2025, we purchased and retired 45,000 of our ordinary shares for $2.7 million. We evaluate share repurchases, as any other use of capital, relative to our view of the impact on our intrinsic value per share compared against other opportunities.

Supply Chain Financing Program. As part of our ongoing efforts to manage our liquidity, we work with our suppliers to optimize our terms and conditions, which includes the extension of payment terms. We facilitate a voluntary supply chain finance program through a financial intermediary to allow our suppliers to receive funds earlier than our contractual payment date. We do not believe there is a substantial risk that our payment terms will be shortened in the near future. Refer to Note 12 of the accompanying consolidated financial statements for additional information.

Indefinitely Reinvested Earnings. As of September 30, 2025, a portion of our cash and cash equivalents were held by our subsidiaries, and undistributed earnings of our subsidiaries that are considered to be indefinitely reinvested were $97.0 million. We do not intend to repatriate these funds as the cash and cash equivalent balances are generally used and available, without legal restrictions, to fund ordinary business operations and investments of the respective subsidiaries. If there is a change in the future, the repatriation of undistributed earnings from certain subsidiaries, in the form of dividends or otherwise, could have tax consequences that could result in material cash outflows.

Contractual Obligations

Contractual obligations at September 30, 2025 are as follows:


In thousands	Payments Due by Period
	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Operating leases, net of subleases (1)	$	107,948	$	20,069	$	39,926	$	23,499	$	24,454
Purchase commitments	429,237		173,362		138,215		111,421		6,239
Senior secured credit facility and interest payments (2)	1,242,763		76,863		1,164,613		1,287		—
2032 Notes and interest payments	796,033		38,719		77,438		77,438		602,438
Other debt	5,754		3,068		2,686		—		—
Finance leases, net of subleases (1)	34,646		6,898		11,136		6,056		10,556

Total (3)	$	2,616,381	$	318,979	$	1,434,014	$	219,701	$	643,687

___________________

(1) Operating and finance lease payments above include only amounts which are fixed under lease agreements. Our leases may also incur variable expenses which are not reflected in the contractual obligations above.

(2) Interest payments are based on the interest rate as of September 30, 2025 and assume all Term SOFR-based revolving loan amounts outstanding will not be paid until maturity but that the term loan amortization payments will be made according to our defined schedule. Senior secured credit facility and interest payments include the effects of interest rate swaps, whether they are expected to be payments or receipts of cash.

(3) We may be required to make cash outlays related to our uncertain tax positions. However, due to the uncertainty of the timing of future cash flows associated with our uncertain tax positions, we are unable to make reasonably reliable estimates of the period of cash settlement, if any, with the respective taxing authorities. Accordingly, uncertain tax positions of $0.4 million as of September 30, 2025 have been excluded from the contractual obligations table above. See Note 9 in our accompanying consolidated financial statements for additional information on uncertain tax positions.

Operating Leases. We rent manufacturing facilities and office space under operating leases expiring on various dates through 2037. The terms of certain lease agreements require security deposits in the form of bank guarantees and letters of credit, with $4.5 million in the aggregate outstanding as of September 30, 2025.

Purchase Commitments. At September 30, 2025, we had unrecorded commitments under contract of $429.2 million. Purchase commitments consisted of third-party cloud services of $253.2 million; third-party fulfillment and digital services of $87.7 million; software of $40.1 million; insurance costs of $18.4 million; production-related temporary labor of $11.9 million; professional and consulting fees of $7.6 million; production and computer equipment purchases of $4.0 million; advertising of $3.7 million; and other commitments of $2.6 million.

Senior Secured Credit Facility and Interest Payments. On September 26, 2024, we entered into an amendment to our Restated Credit Agreement to extend the maturity date of our senior secured revolving credit facility to September 26, 2029 and reduced the minimum credit spread on borrowing and the minimum commitment fee on unused balances, depending on our First Lien Leverage Ratio. Our $250.0 million senior secured revolving credit facility has $232.0 million unused as of September 30, 2025. There are no drawn amounts on the Revolving Credit Facility, but our outstanding letters of credit reduce our unused balance. Our unused balance can be drawn at any time so long as we are in compliance with our debt covenants, and if any loans made under the Revolving Credit Facility are outstanding on the last day of any fiscal quarter, then we are subject to a financial maintenance covenant that the First Lien Leverage Ratio (as defined in the Restated Credit Agreement) calculated as of the last day of such quarter shall not exceed 3.25 to 1.00. Any amounts drawn under the Revolving Credit Facility will be due on September 26, 2029. Interest payable included in the above table is based on the interest rate as of September 30, 2025 and assumes all Term SOFR-based revolving loan amounts outstanding will not be paid until maturity but that the term loan amortization payments will be made according to our defined schedule. As of September 30, 2025, we have borrowings under our Restated Credit Agreement of $1,070.1 million, consisting of the Term Loan B, which amortizes over the loan period, with a final maturity date of May 17, 2028.

2032 Senior Notes and Interest Payments. On September 26, 2024, we completed a private placement of $525.0 million in aggregate principal amount of senior unsecured notes due 2032 (the "2032 Notes"). We used the net proceeds from the 2032 Notes, together with cash on hand, to redeem all of the outstanding 2026 Notes, and pay associated accrued interest and all related financing fees. Our $525.0 million 2032 Notes bear interest at a rate of 7.375% per annum and mature on September 15, 2032. Interest on the 2032 Notes is payable semi-annually on

March 15 and September 15 of each year. Refer to Note 8 in the accompanying consolidated financial statements for additional information.

Debt Covenants. The Restated Credit Agreement and the indenture that governs our 2032 Notes contain covenants that restrict or limit certain activities and transactions by Cimpress and our subsidiaries. As of September 30, 2025, we were in compliance with all covenants under our Restated Credit Agreement and the indenture governing our 2032 Notes. Refer to Note 8 in the accompanying consolidated financial statements for additional information.

Other Debt. In addition, we have other debt which consists primarily of term loans acquired through our various acquisitions or used to fund certain capital investments. As of September 30, 2025, we had $5.8 million outstanding for those obligations that have repayments due on various dates through September 2028.

Finance Leases. We lease certain facilities, machinery, and plant equipment under finance lease agreements that expire at various dates through 2037. The aggregate carrying value of the leased assets under finance leases included in property, plant and equipment, net in our consolidated balance sheet at September 30, 2025 is $29.5 million, net of accumulated depreciation of $35.9 million. The present value of lease installments not yet due included in other current liabilities and other liabilities in our consolidated balance sheet at September 30, 2025 amounts to $33.7 million.

Additional Non-GAAP Financial Measures

Constant-currency revenue growth and constant-currency revenue growth excluding acquisitions/divestitures (which we refer to above as organic constant-currency revenue growth), in each case as defined and presented in the consolidated results of operations section above (with reconciliations to GAAP revenue growth), as well as adjusted EBITDA and adjusted free cash flow presented below, are supplemental measures of our performance that are not required by, or presented in accordance with, GAAP. We do not, nor do we suggest, that investors should consider such non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP.

Adjusted EBITDA is defined as net income (loss) plus income tax expense plus (gain) loss on early extinguishment of debt plus interest expense, net plus other expense (income), net plus depreciation and amortization plus share-based compensation expense plus earn-out related charges plus certain impairments plus restructuring related charges less the gain or loss on purchase or sale of subsidiaries as well as the disposal of assets. In addition, adjusted EBITDA includes the impact of certain items that are recognized in other income, net which includes realized gains or losses on currency derivatives that are intended to hedge our adjusted EBITDA exposure to foreign currencies for which we do not apply hedge accounting, as well as proceeds from insurance recoveries.

Adjusted EBITDA is the primary profitability metric by which we measure our consolidated financial performance and is provided to enhance investors' understanding of our current operating results from the underlying and ongoing business for the same reasons it is used by management. For example, for acquisitions, we believe excluding the costs related to the purchase of a business (such as amortization of acquired intangible assets, contingent consideration, or impairment of goodwill) provides further insight into the performance of the underlying acquired business in addition to that provided by our GAAP net income.

Adjusted free cash flow is the primary financial metric by which we set quarterly and annual budgets both for individual businesses and Cimpress-wide. Adjusted free cash flow is defined as net cash provided by (used in) operating activities less purchases of property, plant and equipment, purchases of intangible assets not related to acquisitions, and capitalization of software and website development costs that are included in net cash used in investing activities; plus the proceeds from sale of assets, payment of contingent consideration in excess of acquisition-date fair value, and gains on proceeds from insurance that are not included in net cash provided by operating activities, if any. We use this cash flow metric because we believe that this methodology can provide useful supplemental information to help investors better understand our ability to generate cash flow after considering certain investments required to maintain or grow our business, as well as eliminate the impact of certain cash flow items presented as operating cash flows that we do not believe reflect the cash flow generated by the underlying business.

Our adjusted free cash flow measure has limitations as it may omit certain components of the overall cash

flow statement and does not represent the residual cash flow available for discretionary expenditures. For example, adjusted free cash flow does not incorporate our cash payments to reduce the principal portion of our debt or cash payments for business acquisitions. Additionally, the mix of property, plant and equipment purchases that we choose to finance may change over time. We believe it is important to view our adjusted free cash flow measure only as a complement to our entire consolidated statement of cash flows.

The table below sets forth net income (loss) and adjusted EBITDA for the three months ended September 30, 2025 and 2024:


In thousands	Three Months Ended September 30,
	2025		2024
Net income (loss)	$	6,520	$	(12,384)
Exclude expense (benefit) impact of:
Income tax expense	17,838		8,995
Gain on early extinguishment of debt	—		(179)
Interest expense, net	28,066		31,415
Other (income) expense, net	(3,453)		11,492
Depreciation and amortization	36,618		35,546


Share-based compensation expense	14,793		15,633

Certain impairments and other adjustments	727		(614)
Restructuring-related charges	298		99


Include certain items that are a part of other income (expense), net:
Realized losses on currency derivatives (1)	(2,692)		(2,232)
Adjusted EBITDA	$	98,715	$	87,771

_________________

(1) These realized losses include only the impacts of certain currency derivative contracts that are intended to hedge our adjusted EBITDA exposure to foreign currencies for which we do not apply hedge accounting. Refer to Note 4 in our accompanying consolidated financial statements for further information.

The table below sets forth net cash provided by operating activities and adjusted free cash flow for the three months ended September 30, 2025 and 2024:


In thousands	Three Months Ended September 30,
	2025		2024
Net cash provided by operating activities	$	25,059	$	4,384
Purchases of property, plant and equipment	(26,353)		(17,001)

Capitalization of software and website development costs	(17,286)		(14,571)
Proceeds from the sale of assets	821		1,570

Adjusted free cash flow	$	(17,759)	$	(25,618)

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk. Our exposure to interest rate risk relates primarily to our cash, cash equivalents, and debt.

As of September 30, 2025, our cash and cash equivalents consisted of standard depository accounts, which are held for working capital purposes, money market funds, and marketable securities with an original maturity of less than 90 days. We do not believe we have a material exposure to interest rate fluctuations related to our cash and cash equivalents.

As of September 30, 2025, we had $1,070.1 million of variable-rate debt. As a result, we have exposure to market risk for changes in interest rates related to these obligations. In order to mitigate our exposure to interest rate changes related to our variable-rate debt, we execute interest rate swap contracts to fix the interest rate on a portion of our outstanding or forecasted long-term debt with varying maturities. As of September 30, 2025, a hypothetical 100 basis point increase in rates, inclusive of the impact of our outstanding interest rate swaps that are accruing interest as of September 30, 2025, would result in an $8.0 million impact to interest expense over the next 12 months. This does not include any yield from cash and marketable securities.

Currency Exchange Rate Risk. We conduct business in multiple currencies through our worldwide operations but report our financial results in U.S. dollars. We manage these currency risks through normal operating activities and, when deemed appropriate, through the use of derivative financial instruments. We have policies governing the use of derivative instruments and do not enter into financial instruments for trading or speculative purposes. The use of derivatives is intended to reduce, but does not entirely eliminate, the impact of adverse currency exchange rate movements. A summary of our currency risk is as follows:

•Translation of our non-U.S. dollar revenues and expenses: Revenue and related expenses generated in currencies other than the U.S. dollar could result in higher or lower net income (loss) when, upon consolidation, those transactions are translated to U.S. dollars. When the value or timing of revenue and expenses in a given currency are materially different, we may be exposed to significant impacts on our net loss and non-GAAP financial metrics, such as adjusted EBITDA.

Our currency hedging objectives are targeted at reducing volatility in our forecasted U.S. dollar-equivalent adjusted EBITDA in order to maintain stability on our incurrence-based debt covenants. Since adjusted EBITDA excludes non-cash items such as depreciation and amortization that are included in net (loss) income, we may experience increased, not decreased, volatility in our GAAP results due to our hedging approach. Our most significant net currency exposures by volume are in the Euro and British Pound.

In addition, we elect to execute currency derivatives contracts that do not qualify for hedge accounting. As a result, we may experience volatility in our consolidated statements of operations due to (i) the impact of unrealized gains and losses reported in other income (expense), net, on the mark-to-market of outstanding contracts and (ii) realized gains and losses recognized in other income (expense), net, whereas the offsetting economic gains and losses are reported in the line item of the underlying activity, for example, revenue.

•Translation of our non-U.S. dollar assets and liabilities: Each of our subsidiaries translates its assets and liabilities to U.S. dollars at current rates of exchange in effect at the balance sheet date. The resulting gains and losses from translation are included as a component of accumulated other comprehensive loss on the consolidated balance sheet. Fluctuations in exchange rates can materially impact the carrying value of our assets and liabilities. We have currency exposure arising from our net investments in foreign operations. We enter into currency derivatives to mitigate the impact of currency rate changes on certain net investments.

•Remeasurement of monetary assets and liabilities: Transaction gains and losses generated from remeasurement of monetary assets and liabilities denominated in currencies other than the functional currency of a subsidiary are included in other income (expense), net, on the consolidated statements of operations. Certain of our subsidiaries hold intercompany loans denominated in a currency other than their functional currency. Due to the significance of these balances, the revaluation of intercompany loans can have a material impact on other income (expense), net. We expect these impacts may be volatile in the future, although our largest intercompany loans do not have a U.S. dollar cash impact for the consolidated group because they are either: 1) U.S. dollar loans or 2) are non-U.S. dollar loans that we hedge with cross-currency swap and forward contracts. A hypothetical 10% change in currency exchange rates was applied to total net monetary assets denominated in currencies other than the functional currencies at the balance sheet dates to compute the impact these changes would have had on our income before income taxes in the near term. A hypothetical decrease in exchange rates of 10% against the functional currency of our subsidiaries would have resulted in a change of $25.1 million on our income (loss) before income taxes for the three months ended September 30, 2025.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2025. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, or the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information

required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of September 30, 2025, our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There were no significant changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended September 30, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On May 29, 2024, we announced that our Board had authorized the repurchase of up to an additional $200.0 million aggregate purchase price (excluding any fees, commissions, or other expenses of such purchases) of Cimpress' issued and outstanding ordinary shares on the open market, through privately negotiated transactions, or in one or more self tender offers. The Board did not set an expiration date for this repurchase program, and we may suspend or discontinue our share repurchases at any time.

The following table outlines the repurchase of our ordinary shares during the three months ended September 30, 2025 under the program described above:


	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of a Publicly Announced Program	Approximate Dollar Value of Shares that May Yet be Purchased Under the Program (in millions)
July 1, 2025 through July 31, 2025	—	$	—	—	$	115.3
August 1, 2025 through August 31, 2025	45,000	60.58		45,000	112.6
September 1, 2025 through September 30, 2025	—	—		—	112.6
Total	45,000	$	60.58	45,000	$	112.6

Item 6. Exhibits and Financial Statement Schedules


Exhibit No.						Description
10.1*						Form of Performance-Based Restricted Share Unit Agreement based on annual fiscal year Cimpress financial performance under the 2020 Equity Incentive Plan
10.2*						Form of Performance-Based Restricted Share Unit Agreement based on annual fiscal year Vista financial performance under the 2020 Equity Incentive Plan
31.1						Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Rule 13a-14(a)/15d-14(a), by Chief Executive Officer
31.2						Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Rule 13a-14(a)/15d-14(a), by Chief Financial Officer
32.1						Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Chief Executive Officer and Chief Financial Officer

__________________

*Management contract or compensatory plan or arrangement

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.

October 30, 2025 Cimpress plc


			By:			/s/ Sean E. Quinn
						Sean E. Quinn
						Chief Financial Officer
						(Principal Financial and Accounting Officer)

CIMPRESS plc 10-Q