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	~~March~~September 3130, 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~~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 ~~April~~October 2827, 2025, there were 24,~~878~~671,~~772~~784 Cimpress plc ordinary shares outstanding.

CIMPRESS PLC

QUARTERLY REPORT ON FORM 10-Q

For the Three ~~and Nine~~ Months Ended ~~March~~September 3130, 2025

TABLE OF CONTENTS

						Page
PART I FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)						1
Consolidated Balance Sheets as of March 31, 2025 and June 30, 2024						1
Consolidated Balance Sheets as of September 30, 2025 and June 30, 2025						1
Consolidated Statements of Operations for the three and nine months ended March 31, 2025 and 2024						2
Consolidated Statements of Operations for the three months ended September 30, 2025 and 2024						2
Consolidated Statements of Comprehensive (Loss) Income for the three and nine months ended March 31, 2025 and 2024						3
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 and nine months ended March 31, 2025 and 2024						4
Consolidated Statements of Shareholders' Deficit for the three months ended September 30, 2025 and 2024						4
Consolidated Statements of Cash Flows for the nine months ended March 31, 2025 and 2024						8
Consolidated Statements of Cash Flows for the three months ended September 30, 2025 and 2024						5
Notes to Consolidated Financial Statements						107
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations						2923
Item 3. Quantitative and Qualitative Disclosures About Market Risk						4435
Item 4. Controls and Procedures						4536
PART II OTHER INFORMATION
Item 1A. Risk Factors						45
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds						37
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds						48
Item 6. Exhibits						37
Item 6. Exhibits						48
Signatures						38
Signatures						49

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

CIMPRESS PLC

CONSOLIDATED BALANCE SHEETS

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

	March 31,2025		June 30,2024
	September 30,2025		June 30,2025
Assets
Current assets:
Cash and cash equivalents	$	~~182~~200,~~997~~505	$	~~203~~233,~~775~~982
Marketable securities	—		4,500
Accounts receivable, net of allowances of $7,776 and $7,957, respectively	78,731		68,289
Accounts receivable, net of allowances of $7,575 and $7,219, respectively	66,146		64,576
Inventory	119,469		112,870
Inventory	101,896		97,016
Prepaid expenses and other current assets	90,566		87,465
Prepaid expenses and other current assets	92,671		88,112
Total current assets	489,271		502,606
Total current assets	443,710		457,979
Property, plant and equipment, net	315,406		302,494
Property, plant and equipment, net	287,517		265,177
Operating lease assets, net	88,201		83,951
Operating lease assets, net	77,554		78,681
Software and website development costs, net	106,455		104,764
Software and website development costs, net	96,187		92,212
Deferred tax assets	57,905		61,086
Deferred tax assets	87,806		95,059
Goodwill	826,363		826,156
Goodwill	792,749		787,138
Intangible assets, net	54,116		58,348
Intangible assets, net	61,905		76,560
Other assets	28,824		28,739
Other assets	30,888		39,351
Total assets	$	1,966,541	$	1,968,144
Total assets	$	1,878,316	$	1,892,157
Liabilities, noncontrolling interests and shareholders’ deficit
Current liabilities:
Accounts payable	$	~~298~~317,~~885~~815	$	~~326~~332,~~656~~110
Accrued expenses	~~273~~308,~~422~~496		~~245~~304,~~931~~085
Deferred revenue	5357,~~013~~024		4647,~~118~~975
Short-term debt	98,~~182~~982		129,~~488~~085
Operating lease liabilities, current	2021,~~340~~984		1922,~~634~~064
Other current liabilities	2440,~~860~~343		1343,~~136~~343
Total current liabilities	~~679~~754,~~702~~644		~~663~~758,~~963~~662
Deferred tax liabilities	2022,~~988~~961		2423,~~701~~308
Long-term debt	1,~~578~~573,~~050~~862		1,~~591~~576,~~807~~178
Operating lease liabilities, non-current	6171,~~135~~159		6166,~~895~~196
Other liabilities	7596,~~148~~240		76107,~~305~~246
Total liabilities	2,~~415~~518,~~023~~866		2,~~418~~531,~~671~~590
Commitments and contingencies (Note 12)
Redeemable noncontrolling interests (Note 10)	1918,~~871~~370		2219,~~998~~057
Shareholders’ deficit:
Preferred shares, nominal value €0.01 per share, 100,000,000 shares authorized; none issued and outstanding	—		—
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
Ordinary shares, nominal value €0.01 per share, 100,000,000 shares authorized; 42,842,460 and 43,051,269 shares issued, respectively; 24,871,213 and 25,080,022 shares outstanding, respectively	602		604
Treasury shares, at cost, 17,971,247 shares for both periods presented	(1,363,550)		(1,363,550)
Additional paid-in capital	~~585~~599,~~090~~916		~~570~~592,~~283~~315
Retained earnings	~~266~~230,~~179~~703		~~272~~225,~~881~~117
Accumulated other comprehensive loss	(4538,~~836~~925)		(3037,~~364~~969)
Total shareholders’ deficit attributable to Cimpress plc	(~~557~~571,~~515~~256)		(~~550~~583,~~146~~490)
Noncontrolling interests (Note 10)	~~937~~561		~~634~~987
Total shareholders' deficit	(~~556~~570,~~578~~695)		(~~549~~582,~~512~~503)
Total liabilities, noncontrolling interests and shareholders’ deficit	$	1,~~878~~966,~~316~~541	$	1,~~892~~968,~~157~~144

See accompanying notes.

CIMPRESS PLC

CONSOLIDATED STATEMENTS OF OPERATIONS

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

	Three Months Ended March 31,				Nine Months Ended March 31,
	Three Months Ended September 30,
	2025		2024		~~2025~~		~~2024~~
Revenue	$	~~789~~863,~~468~~277	$	~~780~~804,~~588~~969	$	~~2,533,596~~	$	~~2,459,245~~
Cost of revenue (1)	~~416~~460,~~960~~476		~~404~~422,~~668~~736		~~1,328,952~~		~~1,266,874~~
Technology and development expense (1)	8384,~~112~~886		8381,~~790~~861		~~247,851~~		~~238,081~~
Marketing and selling expense (1)	~~193~~210,~~316~~398		~~191~~203,~~591~~847		~~621,024~~		~~595,622~~
General and administrative expense (1)	5053,~~549~~996		5451,~~254~~932		~~159,417~~		~~151,388~~
Amortization of acquired intangible assets	4,~~524~~252		65,~~919~~155		~~14,795~~		~~25,986~~
Restructuring expense	466		128		728		277
Restructuring expense (1)	298		99
Income from operations	4048,~~541~~971		39,~~238~~339		~~160,829~~		~~181,017~~
Other (expense) income, net	(9,441)		(3,651)		10,745		2,377
Other income (expense), net	3,453		(11,492)
Interest expense, net	(2628,~~995~~066)		(3031,~~158~~415)		~~(87,575)~~		~~(89,946)~~
Gain (loss) on early extinguishment of debt	19		—		(498)		1,721
Gain on early extinguishment of debt	—		179
Income before income taxes	4,124		5,429		83,501		95,169
Income (loss) before income taxes	24,358		(3,389)
Income tax expense	1217,~~144~~838		108,~~610~~995		~~42,290~~		~~35,527~~
Net (loss) income	(8,020)		(5,181)		41,211		59,642
Net income (loss)	6,520		(12,384)
Add: Net (income) loss attributable to noncontrolling interests	(218)		1,203		(941)		(961)
Add: Net loss (income) attributable to noncontrolling interests	1,117		(165)
Net (loss) income attributable to Cimpress plc	$	(8,238)	$	(3,978)	$	40,270	$	58,681
Net income (loss) attributable to Cimpress plc	$	7,637	$	(12,549)
Basic net (loss) income per share attributable to Cimpress plc	$	(0.33)	$	(0.15)	$	1.61	$	2.22
Basic net income (loss) per share attributable to Cimpress plc	$	0.31	$	(0.50)
Diluted net (loss) income per share attributable to Cimpress plc	$	(0.33)	$	(0.15)	$	1.56	$	2.16
Diluted net income (loss) per share attributable to Cimpress plc	$	0.30	$	(0.50)
Weighted average shares outstanding — basic	24,~~834~~574,~~409~~455		2625,~~216~~167,~~216~~845		~~24,990,419~~		~~26,432,423~~
Weighted average shares outstanding — diluted	2425,~~834~~051,~~409~~742		2625,~~216~~167,~~216~~845		~~25,841,781~~		~~27,143,619~~

____________________________________________

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

Three Months Ended March 31,

Nine Months Ended March 31,

Three Months Ended September 30,

2025

2024

~~2025~~

~~2024~~

Cost of revenue

~~168~~211

~~245~~223

~~599~~

~~641~~

Technology and development expense

4,~~400~~941

5,~~692~~096

~~14,458~~

~~15,601~~

Marketing and selling expense

2,~~317~~686

31,~~318~~715

~~6,534~~

~~8,625~~

General and administrative expense

56,~~799~~955

98,~~142~~599

~~21,099~~

~~23,632~~

See accompanying notes.

CIMPRESS PLC

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) ~~INCOME~~

(unaudited in thousands)

	Three Months Ended March 31,				Nine Months Ended March 31,
	Three Months Ended September 30,
	2025		2024		~~2025~~		~~2024~~
Net (loss) income	$	(8,020)	$	(5,181)	$	41,211	$	59,642
Net income (loss)	$	6,520	$	(12,384)
Other comprehensive income, net of tax:
Other comprehensive income (loss), net of tax:
Foreign currency translation gains (losses), net of hedges	4,797		1,394		(10,384)		(4,446)
Foreign currency translation (losses) gains, net of hedges	(523)		6,712
Net unrealized (losses) gains on derivative instruments designated and qualifying as cash flow hedges	(1,202)		7,051		(2,388)		4,459
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 (loss) income for derivative instruments	(3,233)		(2,772)		(2,664)		(6,265)
Amounts reclassified from accumulated other comprehensive loss to net income (loss) for derivative instruments	(720)		284
Comprehensive (loss) income	(7,658)		492		25,775		53,390
Comprehensive income (loss)	5,568		(13,787)
Add: Comprehensive (income) loss attributable to noncontrolling interests	(454)		1,450		(977)		(952)
Add: Comprehensive loss (income) attributable to noncontrolling interests	1,113		(558)
Total comprehensive (loss) income attributable to Cimpress plc	$	(8,112)	$	1,942	$	24,798	$	52,438
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 ofSharesIssued	Amount			NumberofShares Issued	Amount		AdditionalPaid-inCapital		RetainedEarnings		Accumulated OtherComprehensiveLoss		TotalShareholders’Deficit
Balance at June 30, 2023	44,316	$	615		(17,971)	$	(1,363,550)	$	539,454	$	235,396	$	(35,060)	$	(623,145)
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	222	—			—	—		821,000		—		—		821,000
Share-based awards vested, net of shares withheld for taxes	236	—			—	—		(8,403)		—		—		(8,403)
Purchase and cancellation of ordinary shares	(123)	(1)			—	—		(1,713)		(8,906)		—		(10,620)
Share-based compensation expense	—	—			—	—		12,621		—		—		12,621
Share-based awards vested, net of shares withheld for taxes	282	3			—	—		(12,951)		—		—		(12,948)
Net income attributable to Cimpress plc	—	—			—	—		—		4,554		—		4,554
Share-based compensation expense	—	—			—	—		16,573		—		—		16,573
Redeemable noncontrolling interest accretion to redemption value	—	—			—	—		—		(330)		—		(330)
Net loss attributable to Cimpress plc	—	—			—	—		—		(12,549)		—		(12,549)
Net unrealized gain on derivative instruments designated and qualifying as cash flow hedges	—	—			—	—		—		—		4,131		4,131
Redeemable noncontrolling interest accretion to redemption value	—	—			—	—		—		(503)		—		(503)
Foreign currency translation, net of hedges	—	—			—	—		—		—		(3,693)		(3,693)
Net unrealized loss on derivative instruments designated and qualifying as cash flow hedges	—	—			—	—		—		—		(8,115)		(8,115)
Balance at September 30, 2023	44,554	$	615		(17,971)	$	(1,363,550)	$	543,754	$	239,620	$	(34,622)	$	(614,183)
Foreign currency translation, net of hedges	—	—			—	—		—		—		6,319		6,319
Issuance of ordinary shares due to share option exercises, net of shares withheld for taxes	—	—			—	—		6		—		—		6
Balance at September 30, 2024	43,232	$	606		(17,971)	$	(1,363,550)	$	573,192	$	250,923	$	(32,160)	$	(570,989)
Share-based awards vested, net of shares withheld for taxes	50	6			—	—		(1,792)		—		—		(1,786)
Balance at June 30, 2025	42,449	597			(17,971)	(1,363,550)		592,315		225,117		(37,969)		(583,490)
Share-based compensation expense	—	—			—	—		18,051		—		—		18,051
Issuance of ordinary shares due to share option exercises, net of shares withheld for taxes	11	—			—	—		508		—		—		508
Net income attributable to Cimpress plc	—	—			—	—		—		58,105		—		58,105
Purchase and cancellation of ordinary shares	(45)	(1)			—	—		(674)		(2,051)		—		(2,726)
Redeemable noncontrolling interest accretion to redemption value	—	—			—	—		—		(135)		—		(135)
Restricted and performance share units vested, net of shares withheld for taxes	224	4			—	—		(6,707)		—		—		(6,703)
Net unrealized loss on derivative instruments designated and qualifying as cash flow hedges	—	—			—	—		—		—		(10,216)		(10,216)
Share-based compensation expense	—	—			—	—		14,474		—		—		14,474
Foreign currency translation, net of hedges	—	—			—	—		—		—		(2,385)		(2,385)
Net income attributable to Cimpress plc	—	—			—	—		—		7,637		—		7,637
Balance at December 31, 2023	44,604	$	621		(17,971)	$	(1,363,550)	$	560,019	$	297,590	$	(47,223)	$	(552,543)
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 ~~SHAREHOLDERS'~~CASH ~~DEFICIT (CONTINUED)~~FLOWS

(unaudited in thousands)

	Ordinary Shares				Treasury Shares
	Three Months Ended September 30,
	Number ofSharesIssued		Amount			NumberofShares Issued	Amount		AdditionalPaid-inCapital		RetainedEarnings		Accumulated OtherComprehensiveLoss		TotalShareholders’Deficit
	2025		2024
Balance at December 31, 2023	44,604		$	621		(17,971)	$	(1,363,550)	$	560,019	$	297,590	$	(47,223)	$	(552,543)
Operating activities
Issuance of ordinary shares due to share option exercises, net of shares withheld for taxes	15		—			—	—		687		—		—		687
Net income (loss)	$	6,520	$	(12,384)
Purchase and retirement of ordinary shares	(1,086)		(12)			—	—		(13,659)		(87,058)		—		(100,729)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Share-based awards vested, net of shares withheld for taxes	79		1			—	—		(3,882)		—		—		(3,881)
Depreciation and amortization	36,618		35,546
Share-based compensation expense	—14,793		—15,633			—	—		~~18,765~~		—		—		~~18,765~~
Net loss attributable to Cimpress plc	—		—			—	—		—		(3,978)		—		(3,978)
Deferred taxes	2,772		2,951
Redeemable noncontrolling interest accretion to redemption value	—		—			—	—		—		(259)		—		(259)
Gain on early extinguishment of debt	—		(260)
Net unrealized gain on derivative instruments designated and qualifying as cash flow hedges	—		—			—	—		—		—		4,279		4,279
Unrealized (gain) loss on derivatives not designated as hedging instruments included in net income (loss)	(6,143)		18,337
Foreign currency translation, net of hedges	—		—			—	—		—		—		1,641		1,641
Effect of exchange rate changes on monetary assets and liabilities denominated in non-functional currency	(1,533)		(10,370)
Balance at March 31, 2024	43,612		$	610		(17,971)	$	(1,363,550)	$	561,930	$	206,295	$	(41,303)	$	(636,018)
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 ~~SHAREHOLDERS'~~CASH ~~DEFICIT~~FLOWS (CONTINUED)

(unaudited in thousands)

	Ordinary Shares				Treasury Shares
	Three Months Ended September 30,
	Number ofSharesIssued		Amount			NumberofShares Issued	Amount		AdditionalPaid-inCapital		RetainedEarnings		Accumulated OtherComprehensiveLoss		TotalShareholders’Deficit
	2025		2024
Balance at June 30, 2024	43,051		$	604		(17,971)	$	(1,363,550)	$	570,283	$	272,881	$	(30,364)	$	(550,146)
Supplemental disclosures of cash flow information
Issuance of ordinary shares due to share option exercises, net of shares withheld for taxes	22		—			—	—		1,000		—		—		1,000
Cash paid for interest	$	37,480	$	35,248
Purchase and cancellation of ordinary shares	(123)		(1)			—	—		(1,713)		(8,906)		—		(10,620)
Cash received for interest	3,127		3,712
Share-based awards vested, net of shares withheld for taxes	282		3			—	—		(12,951)		—		—		(12,948)
Cash paid (received) for income taxes	12,813		(1,829)
Share-based compensation expense	—		—			—	—		16,573		—		—		16,573
Non-cash investing and financing activities
Net loss attributable to Cimpress plc	—		—			—	—		—		(12,549)		—		(12,549)
Property and equipment acquired under finance leases	1,381		339
Redeemable noncontrolling interest accretion to redemption value	—		—			—	—		—		(503)		—		(503)
Amounts accrued related to property, plant and equipment	14,586		10,909
Net unrealized loss on derivative instruments designated and qualifying as cash flow hedges	—		—			—	—		—		—		(8,115)		(8,115)
Amounts accrued related to capitalized software development costs	154		356
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)
Issuance of ordinary shares due to share option exercises, net of shares withheld for taxes	7		—			—	—		369		—		—		369
Purchase and cancellation of ordinary shares	(534)		(6)			—	—		(7,352)		(35,009)		—		(42,367)
Share-based awards vested, net of shares withheld for taxes	84		1			—	—		(3,823)		—		—		(3,822)
Share-based compensation expense	—		—			—	—		14,495		—		—		14,495
Net income attributable to Cimpress plc	—		—			—	—		—		61,057		—		61,057
Redeemable noncontrolling interest accretion to redemption value	—		—			—	—		—		591		—		591
Net unrealized gain on derivative instruments designated and qualifying as cash flow hedges	—		—			—	—		—		—		7,498		7,498
Foreign currency translation, net of hedges	—		—			—	—		—		—		(21,300)		(21,300)
Balance at December 31, 2024	42,789		$	601		(17,971)	$	(1,363,550)	$	576,881	$	277,562	$	(45,962)	$	(554,468)

See accompanying notes.

CIMPRESS PLC

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT (CONTINUED)

(unaudited in thousands)

	Ordinary Shares			Treasury Shares
	Number ofSharesIssued	Amount			NumberofShares Issued	Amount		AdditionalPaid-inCapital		RetainedEarnings		Accumulated OtherComprehensiveLoss		TotalShareholders’Deficit
Balance at December 31, 2024	42,789	$	601		(17,971)	$	(1,363,550)	$	576,881	$	277,562	$	(45,962)	$	(554,468)
Issuance of ordinary shares due to share option exercises, net of shares withheld for taxes	—	—			—	—		6		—		—		6
Purchase and cancellation of ordinary shares	(57)	—			—	—		(802)		(3,145)		—		(3,947)
Share-based awards vested, net of shares withheld for taxes	110	1			—	—		(3,148)		—		—		(3,147)
Share-based compensation expense	—	—			—	—		12,153		—		—		12,153
Net loss attributable to Cimpress plc	—	—			—	—		—		(8,238)		—		(8,238)
Net unrealized gain on derivative instruments designated and qualifying as cash flow hedges	—	—			—	—		—		—		(4,435)		(4,435)
Foreign currency translation, net of hedges	—	—			—	—		—		—		4,561		4,561
Balance at March 31, 2025	42,842	$	602		(17,971)	$	(1,363,550)	$	585,090	$	266,179	$	(45,836)	$	(557,515)

See accompanying notes.

CIMPRESS PLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited in thousands)

	Nine Months Ended March 31,
	2025		2024
Operating activities
Net income	$	41,211	$	59,642
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	105,057		116,103
Share-based compensation expense	42,690		48,499
Deferred taxes	5,778		1,070
Loss (gain) on early extinguishment of debt	123		(1,721)
Unrealized loss (gain) on derivatives not designated as hedging instruments included in net income	6,761		(4,552)
Effect of exchange rate changes on monetary assets and liabilities denominated in non-functional currency	(13,720)		378
Other non-cash items	7,287		543
Changes in operating assets and liabilities, net of effects of businesses acquired:
Accounts receivable	2,485		(6,429)
Inventory	(7,299)		7,006
Prepaid expenses and other assets	(2,140)		4,960
Accounts payable	(28,938)		(11,464)
Accrued expenses and other liabilities	31,303		11,592
Net cash provided by operating activities	190,598		225,627
Investing activities
Purchases of property, plant and equipment	(68,211)		(44,425)
Business acquisitions, net of cash acquired	(658)		—
Capitalization of software and website development costs	(47,591)		(43,379)
Proceeds from the sale of assets	2,357		6,419
Proceeds from maturity of held-to-maturity investments	4,500		36,676
Proceeds from the settlement of derivatives designated as hedging instruments	5,438		—
Net cash used in investing activities	(104,165)		(44,709)
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)		(24,471)
Proceeds from borrowings of debt	41,283		886
Payments of debt	(53,672)		(11,783)
Payments of debt issuance costs	(11,647)		—
Payments of withholding taxes in connection with equity awards	(19,917)		(14,069)
Payments of finance lease obligations	(5,887)		(7,501)
Purchase of noncontrolling interests	(4,058)		(65)
Purchase of ordinary shares	(56,934)		(100,729)
Proceeds from issuance of ordinary shares	1,375		775
Distributions to noncontrolling interests	(821)		(549)
Net cash used in financing activities	(107,413)		(157,506)
Effect of exchange rate changes on cash	202		613
Net (decrease) increase in cash and cash equivalents	(20,778)		24,025
Cash and cash equivalents at beginning of period	203,775		130,313
Cash and cash equivalents at end of period	$	182,997	$	154,338

See accompanying notes.

CIMPRESS PLC

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

(unaudited in thousands)

	Nine Months Ended March 31,
	2025		2024
Supplemental disclosures of cash flow information
Cash paid for interest	$	91,078	$	90,556
Cash received for interest	9,807		11,208
Cash paid for income taxes	21,006		39,307
Non-cash investing and financing activities
Property and equipment acquired under finance leases	2,645		4,440
Amounts accrued related to property, plant and equipment	12,139		7,699
Amounts accrued related to capitalized software development costs	38		240

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 ~~related~~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 ~~nine~~three months ended ~~March~~September 3130, 2025, we repurchased ~~714~~45,~~667~~000 of our ordinary shares on the open market ~~and through privately negotiated transactions~~ for $562,~~934~~726. The repurchased shares were immediately cancelled after repurchase and therefore have been classified as authorized and unissued shares as of ~~March~~September 3130, 2025.

Subsidiary Equity Option Awards

During the second quarter of fiscal 2025, we granted subsidiary-level option awards, which provide the ~~founder~~founders ~~group~~ 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. ~~The~~No ~~fair~~material ~~value~~expense ofwas ~~the share option is determined as of the grant date using the Black-Scholes valuation model and the fair value is~~ recognized ~~ratably~~for asany ~~expense over the non-compete~~ period, ~~as the provision is deemed to be substantive~~presented. During the three and nine months ended March 31, 2025, we recognized $562 of share-based compensation expense within general and administrative expense in our consolidated statement of operations related to these awards.

10Other Income (Expense), Net

Other (Expense) Income, Net

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

	Three Months Ended March 31,				Nine Months Ended March 31,
	Three Months Ended September 30,
	2025		2024		~~2025~~		~~2024~~
(Losses) gains on derivatives not designated as hedging instruments (1)	$	(14,640)	$	9,071	$	(1,577)	$	3,715
Gains (losses) on derivatives not designated as hedging instruments (1)	$	3,451	$	(20,569)
Currency-related gains (losses), net (2)	5,131		(12,434)		11,691		(2,071)
Currency-related (losses) gains, net (2)	(181)		8,667
Other gains (losses)	68		(288)		631		733
Other gains	183		410
Total other (expense) income, net	$	(9,441)	$	(3,651)	$	10,745	$	2,377
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 gains of $4,434 and $5,183 for the three and nine months ended March 31, 2025, respectively, and losses of $349 and $838 for the three and nine months ended March 31, 2024, respectively. Refer to Note 4 for additional details relating to our derivative contracts.7

(21) ~~Currency-related~~Includes ~~gains~~realized ~~(losses),~~and ~~net~~unrealized ~~primarily~~gains ~~relates~~and tolosses ~~significant~~on ~~non-functional~~derivative currency ~~intercompany~~forward ~~financing relationships that we may change at times~~ and ~~are~~option ~~subject~~contracts tonot ~~currency~~designated ~~exchange~~as ~~rate~~hedging ~~volatility~~instruments. InFor ~~addition,~~contracts ~~during~~not ~~the~~designated ~~three~~as ~~and~~hedging ~~nine months ended March 31~~instruments, ~~2024,~~ we ~~recognized~~realized ~~gains~~losses of $12,~~748~~692 and $12,~~454,~~232 ~~respectively,~~for ~~on a cross-currency swap designated as a cash flow hedge which hedges~~ the ~~remeasurement of an intercompany loan. We did not hold any cross-currency swap contracts that were designated as cash flow hedges during the~~ three ~~and nine~~ months ended ~~March~~September 3130, 2025 and 2024, respectively. Refer to Note 4 for additional details ~~regarding~~relating to our ~~cash~~derivative ~~flow hedges~~contracts.

~~Net~~(2) Currency-related (~~Loss~~losses) ~~Income~~gains, ~~Per~~net ~~Share~~primarily ~~Attributable~~relates to ~~Cimpress~~significant ~~plc~~non-functional currency intercompany financing relationships that we may change at times and are subject to currency exchange rate volatility.

~~Basic~~Net ~~net~~Income (~~loss~~Loss) ~~income~~Per ~~per~~Share ~~share~~Attributable ~~attributable~~ to Cimpress plc is computed by dividing net (loss) income attributable to Cimpress plc by the weighted-average number of ordinary shares outstanding for the respective period. Diluted net (loss) income 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.

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 March 31,		Nine Months Ended March 31,
	Three Months Ended September 30,
	2025	2024	~~2025~~	~~2024~~
Weighted average shares outstanding, basic	24,834,409	26,216,216	24,990,419	26,432,423
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)	—	—	851,362	711,196
Weighted-average shares issuable upon exercise/vesting of outstanding share options/PSUs/RSUs/warrants (1)(2)	477,287	—
Shares used in computing diluted net (loss) income per share attributable to Cimpress plc	24,834,409	26,216,216	25,841,781	27,143,619
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 (loss) income per share attributable to Cimpress plc (1)(2)	2,083,040	955,594	312,874	127,229
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 ~~March~~September 3130, 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. ~~The~~For ~~weighted~~the ~~average~~three ~~anti-dilutive~~months ~~effect~~ended ofSeptember ~~the~~30, ~~warrants~~2024, ~~for~~ the ~~three~~average ~~months~~market ~~ended~~price ~~March~~of ~~31,~~our ~~2025~~ordinary ~~and~~shares ~~2024~~ was ~~1,055,377~~higher ~~and~~than ~~309,000~~the ~~(anti-dilutive~~strike ~~due~~price toof ~~our~~the ~~net loss position)~~warrants, ~~respectively,~~ and the weighted -average anti-dilutive effect of the warrants ~~for~~(anti-dilutive ~~the~~due ~~nine~~to ~~months~~our ~~ended~~net ~~March~~loss ~~31,~~position) ~~2025 and 2024~~ was ~~196~~341,~~438 and 184,608, respectively~~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.

11In 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.

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. Early adoption is permitted, but we do not intend to early adopt this standard.

In November 2023, the FASB issued Accounting Standards Update No. 2023-07 "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" (ASU 2023-07), which requires enhanced disclosures about significant segment expenses and introduces a reconciliation between segment revenue and segment profitability metrics. The expanded disclosure requirements will be effective starting with our annual report for the fiscal year ending June 30, 2025, as well as each interim period thereafter. We will include all required disclosures in our upcoming annual report under the retrospective transition method for the fiscal year ending June 30, 2025.

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.

March 31, 2025

September 30, 2025

Total

Quoted Prices inActiveMarkets forIdentical Assets(Level 1)

Significant OtherObservable Inputs(Level 2)

SignificantUnobservableInputs(Level 3)

Assets

Interest rate swap contracts

128,~~409~~600

—

128,~~409~~600

—

Currency forward contracts

~~1,348~~900

—

~~1,348~~900

—

Total assets recorded at fair value

139,~~757~~500

—

139,~~757~~500

—

Liabilities

Cross-currency swap contracts

(831,~~558~~032)

—

(831,~~558~~032)

—

Currency forward contracts

(526,~~465~~150)

—

(526,~~465~~150)

—

Currency option contracts

(15,~~902~~542)

—

(15,~~902~~542)

—

Total liabilities recorded at fair value

(1562,~~925~~724)

—

(1562,~~925~~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)	$	—

	June 30, 2024
	Total		Quoted Prices inActiveMarkets forIdentical Assets(Level 1)		Significant OtherObservable Inputs(Level 2)		SignificantUnobservableInputs(Level 3)
Assets
Interest rate swap contracts	$	18,830	$	—	$	18,830	$	—
Cross-currency swap contracts	1,043		—		1,043		—
Currency forward contracts	3,642		—		3,642		—
Currency option contracts	137		—		137		—
Total assets recorded at fair value	$	23,652	$	—	$	23,652	$	—
Liabilities
Currency forward contracts	$	(856)	$	—	$	(856)	$	—
Currency option contracts	(2,180)		—		(2,180)		—
Total liabilities recorded at fair value	$	(3,036)	$	—	$	(3,036)	$	—

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.

During the nine months ended March 31, 2025, and the year ended June 30, 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 March 31, 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.9

~~Our~~Although ~~held-to-maturity~~we ~~marketable~~have ~~securities~~determined ~~are~~that ~~recognized~~the atmajority anof ~~amortized~~the ~~cost.~~inputs Asused ofto ~~March 31,~~value ~~2025,~~our wederivatives ~~had~~fall nowithin ~~held-to-maturity~~Level ~~securities.~~2 ~~The~~of ~~following~~the isfair avalue ~~summary~~hierarchy, of the ~~net~~credit ~~carrying~~valuation ~~amount,~~adjustments ~~unrealized~~associated ~~losses~~with our derivatives utilize Level 3 inputs, ~~and~~such ~~fair~~as ~~value~~estimates of ~~held-~~current credit spreads, to~~-maturity~~ ~~securities~~appropriately byreflect ~~type~~both our own nonperformance risk and ~~contractual~~the ~~maturity~~respective counterparties' nonperformance risk in the fair value measurement. However, as of ~~June~~September 30, ~~2024.~~2025, ~~The~~we ~~fair~~have ~~value~~assessed ~~was~~the ~~determined~~significance ~~using~~of ~~quoted~~the ~~prices~~impact ~~for~~of ~~identical~~the ~~assets~~credit invaluation ~~active~~adjustments ~~markets,~~on ~~which~~the ~~fall~~overall ~~into~~valuation ~~Level~~of 1our ~~under~~derivative ~~the~~positions ~~fair~~and ~~value~~have ~~hierarchy.~~determined Wethat ~~did~~the credit valuation adjustments are not ~~record~~significant anto ~~allowance~~the ~~for~~overall ~~credit~~valuation ~~losses~~of ~~and~~our ~~impairments~~derivatives. ~~for~~As ~~these~~a ~~marketable~~result, ~~securities~~we ~~during~~have ~~the~~determined ~~three~~that ~~and~~our ~~nine~~derivative ~~months~~valuations ~~ended~~in ~~March~~their ~~31,~~entirety ~~2025~~are ~~and~~classified ~~2024~~in Level 2 in the fair value hierarchy.

	June 30, 2024
	Amortized cost		Unrealized losses		Fair value
Due within one year or less:
Corporate debt securities	$	1,500	$	(1)	$	1,499
U.S. government securities	3,000		(4)		2,996
Total held-to-maturity securities	$	4,500	$	(5)	$	4,495

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.

As of March 31, 2025 and June 30, 2024, the carrying amounts of our cash and cash equivalents, accounts receivable, accounts payable, and other current liabilities approximated their estimated fair values. As of March 31, 2025 and June 30, 2024, the carrying value of our debt, excluding debt issuance costs and debt premiums and discounts, was $1,607,728 and $1,616,607, respectively, and the fair value was $1,568,896 and $1,617,364,

respectively. Our debt at March 31, 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) ~~income~~, 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 ~~March~~September 3130, 2025, we estimate that $23,~~818~~273 of income will be reclassified from accumulated other comprehensive loss to interest expense, net during the twelve months ending ~~March~~September 3130, 2026. As of ~~March~~September 3130, 2025, we had ~~nine~~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 March 31, 2025 (1)	$	215,000
Contracts accruing interest as of September 30, 2025 (1)	$	250,000
Contracts with a future start date	~~380~~240,000
Total	$	~~595~~490,000

________________________

(1) Based on contracts outstanding as of ~~March~~September 3130, 2025, the notional value of our contracted interest rate swaps accruing interest will fluctuate between $~~215~~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.

14Cross-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.

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 March 31, 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 ~~and nine~~ months ended ~~March~~September 3130, 2025 and 2024, we experienced volatility within other income (expense) ~~income~~, 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 ~~March~~September 3130, 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

$777,298

June 2023 through March 2025

Various dates through June 2027

632

Various

$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 ~~March~~September 3130, 2025 and June 30, ~~2024~~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)

	March 31, 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	$	12,409	$	—	$	12,409	Other current liabilities / other liabilities	$	—	$	—	$	—
Derivatives in net investment hedging relationships
Cross-currency swap	Other assets	—		—		—		Other liabilities	(8,558)		—		(8,558)
Total derivatives designated as hedging instruments		$	12,409	$	—	$	12,409		$	(8,558)	$	—	$	(8,558)
Derivatives not designated as hedging instruments
Currency forward contracts	Other current assets / other assets	$	2,537	$	(1,189)	$	1,348	Other current liabilities / other liabilities	$	(7,300)	$	1,835	$	(5,465)
Currency option contracts	Other current assets / other assets	—		—		—		Other current liabilities / other liabilities	(2,200)		298		(1,902)
Total derivatives not designated as hedging instruments		$	2,537	$	(1,189)	$	1,348		$	(9,500)	$	2,133	$	(7,367)


	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)

	June 30, 2024
	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	$	18,830	$	—	$	18,830	Other liabilities	$	—	$	—	$	—
Derivatives in net investment hedging relationships
Cross-currency swap	Other assets	1,043		—		1,043		Other liabilities	—		—		—
Total derivatives designated as hedging instruments		$	19,873	$	—	$	19,873		$	—	$	—	$	—
Derivatives not designated as hedging instruments
Currency forward contracts	Other current assets / other assets	$	5,549	$	(1,907)	$	3,642	Other current liabilities / other liabilities	$	(1,084)	$	228	$	(856)
Currency option contracts	Other current assets / other assets	212		(75)		137		Other current liabilities / other liabilities	(2,351)		171		(2,180)
Total derivatives not designated as hedging instruments		$	5,761	$	(1,982)	$	3,779		$	(3,435)	$	399	$	(3,036)

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)

	Three Months Ended March 31,				Nine Months Ended March 31,
	2025		2024		2025		2024
Derivatives in cash flow hedging relationships
Interest rate swaps	$	(1,202)	$	5,623	$	(2,388)	$	3,673
Cross-currency swap	—		1,428		—		786
Derivatives in net investment hedging relationships
Intercompany loan	—		4,985		615		1,441
Currency forward contracts	—		—		—		(1,080)
Total	$	(1,202)	$	12,036	$	(1,773)	$	4,820

The following table presents reclassifications out of accumulated other comprehensive loss for the three ~~and nine~~ months ended ~~March~~September 3130, 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

	Amount of Net (Gain) Loss Reclassified from Accumulated Other Comprehensive Loss into Income								Affected line item in the Statement of Operations
	Three Months Ended March 31,				Nine Months Ended March 31,
	2025		2024		2025		2024
Derivatives in cash flow hedging relationships
Interest rate swaps	$	(3,879)	$	(1,630)	$	(3,236)	$	(6,126)		Interest expense, net
Cross-currency swap	—		(1,748)		—		(1,454)			Other (expense) income, net
Total before income tax	(3,879)		(3,378)		(3,236)		(7,580)			Income before income taxes
Income tax	646		606		572		1,315			Income tax expense
Total	$	(3,233)	$	(2,772)	$	(2,664)	$	(6,265)

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.

The following table presents the adjustment to fair value recorded within the consolidated statements of operations for the three and nine months ended March 31, 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)

	Amount of (Loss) Gain Recognized in Net Income								Affected line item in the Statement of Operations
	Three Months Ended March 31,				Nine Months Ended March 31,
	2025		2024		2025		2024
Currency contracts	$	(14,640)	$	9,071	$	(1,577)	$	3,715		Other (expense) income, net
Total	$	(14,640)	$	9,071	$	(1,577)	$	3,715

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 $~~240~~(35), for the ~~nine~~three months ended ~~March~~September 3130, 2025:

	Gains on cash flow hedges (1)		Gains (losses) on pension benefit obligation		Translation adjustments, net of hedges (2)		Total
	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, 2024	$	10,789	$	(706)	$	(40,447)	$	(30,364)
Balance as of June 30, 2025	$	3,269	$	(1,165)	$	(40,073)	$	(37,969)
Other comprehensive loss before reclassifications	~~(2,388)~~291		—		(~~10,420~~527)		(~~12,808~~236)
Amounts reclassified from accumulated other comprehensive loss to net (loss) income	(2,664)		—		—		(2,664)
Amounts reclassified from accumulated other comprehensive loss to net income (loss)	(720)		—		—		(720)
Net current period other comprehensive loss	(~~5,052~~429)		—		(~~10,420~~527)		(~~15,472~~956)
Balance as of March 31, 2025	$	5,737	$	(706)	$	(50,867)	$	(45,836)
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 ~~March~~September 3130, 2025 and June 30, ~~2024~~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 $148,~~166~~251 and $15(9,~~042~~406) have been included in accumulated other comprehensive loss as of ~~March~~September 3130, 2025 and June 30, ~~2024~~2025, respectively. Intercompany loan hedge gains, net of tax, which is associated with a previously settled loan of $42,159 ~~and $48,270~~ have been included in accumulated other comprehensive loss asfor ofboth ~~March 31,~~periods ~~2025 and June 30, 2024, respectively~~presented.

1814

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, 2024	$	295,285	$	149,244	$	147,688	$	194,921	$	787,138
Balance as of June 30, 2025	$	304,806	$	164,780	$	161,649	$	194,921	$	826,156
Acquisitions (1)	—		1,121		—		—		1,121
Effect of currency translation adjustments (1)	81		68		58		—		207
Effect of currency translation adjustments (2)	1,395		1,596		1,499		—		4,490
Balance as of September 30, 2025	$	304,887	$	164,848	$	161,707	$	194,921	$	826,363
Balance as of March 31, 2025	$	296,680	$	151,961	$	149,187	$	194,921	$	792,749

________________________

(1) ~~During~~Related ~~the~~to ~~current~~goodwill ~~quarter,~~held weby ~~completed~~subsidiaries ~~the~~whose ~~acquisition~~functional ofcurrency ~~a small business that~~ is ~~part~~not ~~of our PrintBrothers reportable segment, which resulted in~~ the ~~recognition~~U.S. ~~of goodwill of $1,121~~dollar.

(2) 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:

	March 31, 2025		June 30, 2024
	September 30, 2025		June 30, 2025
Compensation costs	$	8088,~~023~~629	$	8087,~~844~~781
Income and indirect taxes	5667,~~938~~544		4663,~~499~~667
Advertising costs (1)	33,018		23,524
Advertising costs	33,244		25,428
Third-party manufacturing and digital content costs	1720,~~878~~393		1720,~~608~~018
Shipping costs	1210,~~466~~263		1012,~~088~~796
Variable compensation incentives	9,~~916~~575		912,~~263~~416
Sales returns	5,799		5,181
Interest payable	2,779		12,346
Interest payable	2,871		3,658
Sales returns	6,372		5,413
Professional fees	23,~~749~~108		23,~~596~~061
Other	51,764		46,670
Restructuring costs	1,232		3,090
Total accrued expenses	$	273,422	$	245,931
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

(1) The increase in advertising costs is due in part to the timing of invoice receipts which resulted in higher accruals at March 31, 2025, as compared to accounts payable at June 30, 2024.

	March 31, 2025		June 30, 2024
Mandatorily redeemable noncontrolling interest (1)	$	9,663	$	—
Current portion of finance lease obligations	8,367		8,323
Short-term derivative liabilities	4,564		4,833
Other	2,266		(20)
Total other current liabilities	$	24,860	$	13,136

Other liabilities included the following:

	March 31, 2025		June 30, 2024
	September 30, 2025		June 30, 2025
Long-term finance lease obligations	$	24,467	$	28,037
Long-term derivative liabilities	$	47,455	$	52,089
Long-term compensation incentives	15,178		17,127
Long-term finance lease obligations	24,589		24,501
Long-term derivative liabilities (1)	14,683		584
Long-term compensation incentives	9,939		16,919
Mandatorily redeemable noncontrolling interest (2)	—		9,608
Other	14,257		13,737
Other	20,820		20,949
Total other liabilities	$	96,240	$	107,246
Total other liabilities	$	75,148	$	76,305

1915

________________________

(1) The increase in long-term derivative liabilities is primarily due to the increase in unrealized losses associated with forward contracts that are intended to mitigate our exposure to fluctuations in various currencies against our reporting currency, the U.S. dollar. The increase in unrealized losses is primarily due to the weakening of the U.S. dollar against certain currencies, including the Euro and GBP, which are our most significant currency exposures. Refer to Note 4 for additional details relating to our derivative contracts.

(2) During the current fiscal year, the mandatorily redeemable noncontrolling interests were reclassified from long-term liabilities to current liabilities, since we are required to purchase the outstanding equity interests during the second quarter of fiscal year 2026.

8. Debt

	March 31, 2025		June 30, 2024
	September 30, 2025		June 30, 2025
7.375% Senior Notes due 2032 (1)	$	525,000	$	—
7.375% Senior Notes due 2032	$	525,000	$	525,000
7.0% Senior Notes due 2026 (1)	—		522,135
Senior secured credit facility	1,070,116		1,072,818
Senior secured credit facility	1,075,520		1,084,627
Other	5,754		6,695
Other	7,208		9,845
Debt issuance costs and discounts, net of debt premiums	(18,026)		(19,250)
Debt issuance costs and discounts, net of debt premiums	(20,496)		(12,312)
Total debt outstanding, net	1,582,844		1,585,263
Total debt outstanding, net	1,587,232		1,604,295
Less: short-term debt (1)	8,982		9,085
Less: short-term debt (2)	9,182		12,488
Long-term debt	$	1,573,862	$	1,576,178
Long-term debt	$	1,578,050	$	1,591,807

_____________________

(1) OnBalances ~~September~~as ~~26,~~of ~~2024~~September 30, we2025 ~~completed~~and ~~a private placement of $525~~June 30,~~000~~ in2025 ~~aggregate~~are ~~principal~~inclusive ~~amount~~ of ~~7.375%~~short-term ~~Senior~~debt ~~Notes~~issuance ~~due~~costs, ~~2032.~~debt Wepremiums ~~used~~and ~~the~~discounts ~~net proceeds~~ of ~~this offering plus cash on hand to redeem the~~ $~~522~~4,~~135~~895 infor ~~aggregate~~both ~~principal~~periods ~~amount of our 7~~presented.~~0% Senior Notes due 2026 and pay the associated interest and financing fees.~~

~~(2)~~Our ~~Balances~~various asdebt ofarrangements ~~March 31~~described below contain customary representations, ~~2025~~warranties, and ~~June~~events of default. As of September 30, ~~2024~~2025, ~~are~~we ~~inclusive~~were ofin ~~short-term~~compliance ~~debt~~with ~~issuance~~all ~~costs,~~covenants in those debt ~~premiums~~contracts, including our amended and ~~discounts~~restated senior secured credit agreement dated as of $4May 17,~~902~~ 2021 (as further amended from time to time, the "Restated Credit Agreement") and $3the indenture governing our 7.375% senior unsecured notes due September 15,~~492,~~ ~~respectively~~2032 (the "2032 Notes").

Our various debt arrangements described below contain customary representations, warranties, and events of default. As of March 31, 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 2032 Notes.

Senior Secured Credit Facility

On December 16, 2024, we ~~amended~~entered ~~our~~into a Restated Credit Agreement ~~to refinance our Term Loan B,~~ which consists of athe ~~tranche~~following ~~denominated in U.S. dollars ("USD Tranche") and~~ as ~~part~~ of ~~the~~September ~~amendment the size of the USD tranche was increased by $48~~30,~~614,~~ and those proceeds were used to fully repay the previously outstanding tranche denominated in Euros ("Euro Tranche"). The amendment reduced the interest rate margin of the USD Tranche by 50 basis points, from Term SOFR plus 3.00% to Term SOFR plus 2.50%.2025:

No•a ~~other~~$1,070,116 ~~material~~USD ~~changes~~Tranche ~~were~~that ~~made~~bears tointerest ~~the~~at ~~terms of the~~ Term ~~Loan~~SOFR B(with ora ~~the~~Term ~~Restated~~SOFR ~~Credit~~rate ~~Agreement,~~floor ~~and the maturity date~~ of ~~the~~0.50%) ~~Term~~plus ~~Loan B is still May 17~~2.50%, ~~2028.~~which ~~For~~amortizes over the ~~nine~~loan ~~months ended March 31~~period, ~~2025,~~with ~~we recognized~~ a ~~loss~~final onmaturity ~~extinguishment~~date of ~~debt~~May as17, ~~part~~2028, ~~of this refinancing of $696.~~and

Our Restated Credit Agreement consists of the following as of March 31, 2025:

•a $1,075,520 USD Tranche that bears interest at Term SOFR (with a Term SOFR rate floor of 0.50%) plus 2.50%, 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.

20As 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.

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 March 31, 2025, the weighted-average interest rate on outstanding borrowings under the Restated Credit Agreement was 6.44%, 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

OnWe ~~September~~have ~~26,~~issued ~~2024, we completed a private placement of~~ $525,000 in ~~aggregate principal amount of~~ 7.375% ~~senior~~Senior ~~unsecured~~Notes ~~notes~~ due ~~September 15,~~ 2032 (~~the~~ "2032 Notes")~~. We issued the 2032 Notes pursuant to a senior notes indenture dated as of September 26~~, ~~2024,~~which ~~among~~are ~~Cimpress plc, our subsidiary guarantors, and U~~unsecured.S ~~Bank Trust Company, as trustee (the "Indenture").~~ We ~~used~~can ~~the~~redeem ~~net~~some ~~proceeds~~or ~~from the 2032 Notes, together with cash on hand, to redeem~~ all of the ~~outstanding~~2032 ~~7.0% senior unsecured notes due 2026 (the "2026~~ Notes") at athe redemption ~~price~~prices ~~equal~~specified toin ~~par~~the ofindenture that governs the ~~principal~~2032 ~~amount~~Notes, toplus ~~pay all~~ accrued and unpaid interest ~~thereon~~to, ~~and~~but tonot ~~pay~~including, ~~all fees and expenses related to~~ the redemption ~~and offering~~date. ~~For~~As ~~the~~of ~~nine~~September ~~months ended March 31~~30, 2025, we ~~recognized~~have anot ~~gain~~redeemed onany ~~the extinguishment~~ of ~~debt~~the as2032 ~~part of this refinancing of $338~~Notes.

The 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, commencing on March 15, 2025, to the holders of record of the 2032 Notes at the close of business on March 1 or September 1, respectively, preceding such interest payment date.

The 2032 Notes are senior unsecured obligations and rank equally in right of payment to all our existing and future senior unsecured debt and senior in right of payment to all of our existing and future subordinated debt. The 2032 Notes are effectively subordinated to any of our existing and future secured debt to the extent of the value of the assets securing such debt. Subject to certain exceptions, each of our existing and future subsidiaries that is a borrower under or guarantees our senior secured credit facilities guarantees the 2032 Notes.

The Indenture under which the 2032 Notes are issued contains various covenants, including covenants that, subject to certain exceptions, limit our restricted subsidiaries’ ability to: incur and/or guarantee additional debt; pay dividends, repurchase shares or make certain other restricted payments; enter into agreements limiting dividends and certain other restricted payments; prepay, redeem or repurchase subordinated debt; grant liens on assets; merge, consolidate or transfer or dispose of substantially all of our consolidated assets; sell, transfer or otherwise dispose of property and assets; and engage in transactions with affiliates.

At any time prior to September 15, 2027, we may redeem some or all of the 2032 Notes at a redemption price equal to 100% of the principal amount redeemed, plus a make-whole amount as set forth in the Indenture, plus, in each case, accrued and unpaid interest and Additional Amounts (as defined in the Indenture), if any, to, but not including, the redemption date. In addition, at any time prior to September 15, 2027, Cimpress may on any one or more occasions redeem up to 40% of the original aggregate principal amount of the Notes with the net proceeds of certain equity offerings by Cimpress at a redemption price equal to 107.375% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any (which accrued and unpaid interest and Additional Amounts need not be funded with such proceeds), to, but not including, the redemption date. At any time on or after September 15, 2027, Cimpress may redeem some or all of the Notes at the redemption prices specified in the Indenture, plus accrued and unpaid interest and Additional Amounts, if any, to, but not including, the redemption date.

Other Debt

Other debt consists primarily of term loans acquired through our various acquisitions or used to fund certain capital investments. As of ~~March~~September 3130, 2025 and June 30, ~~2024~~2025, we had $75,~~208~~754 and $96,~~845~~695, respectively, outstanding for those obligations that are payable through September ~~2027~~2028.

9. Income Taxes

Our income tax expense was $1217,~~144~~838 and $428,~~290~~995 for the three ~~and nine~~ months ended ~~March~~September 3130, 2025 and 2024, respectively,. asIncome ~~compared~~tax expense increased versus the prior comparative period primarily due to ~~$10,610~~increased income (loss) before income taxes and ~~$35,527~~various ~~for~~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 ~~three~~current ~~and~~period. ~~nine~~These losses with no tax benefit were excluded in calculating income tax expense for the three months ended ~~March~~September 3130, 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.

21As 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.

~~respectively.~~We ~~Income~~conduct ~~tax~~business ~~expense~~in ~~increased~~a ~~versus~~number ~~the~~of ~~prior~~tax ~~comparative~~jurisdictions ~~periods~~and, ~~due~~as tosuch, anare ~~increased~~required ~~full-year~~to ~~forecasted~~file ~~effective~~income tax ~~rate.~~returns ~~Excluding~~in ~~the~~multiple ~~effect~~jurisdictions ofglobally. ~~discrete~~The ~~tax~~years ~~adjustments,~~2014 ~~our~~through ~~estimated~~2025 ~~annual~~remain ~~effective~~open ~~tax rate is higher~~ for ~~fiscal~~examination ~~year~~by ~~2025~~the ~~than~~U.S. ~~for~~Internal ~~fiscal~~Revenue ~~year~~Service ~~2024~~and ~~primarily due to increased Swiss tax as~~ the ~~prior~~years ~~comparative~~2015 ~~periods~~through ~~had~~2025 aremain ~~full~~open ~~valuation~~for ~~allowance~~examination in ~~Switzerland, which was partially released in~~ the ~~quarter~~various ~~ended~~states ~~June~~and ~~30, 2024~~non-U.S. ~~Our effective~~ tax ~~rate~~jurisdictions ~~continues~~in towhich bewe ~~negatively~~file ~~impacted~~tax byreturns. ~~losses~~We inbelieve ~~certain~~that ~~jurisdictions~~our ~~where~~income wetax reserves are ~~unable~~adequately tomaintained ~~recognize~~taking ainto ~~tax~~consideration ~~benefit~~both in the ~~current~~technical ~~period.~~merits ~~These~~of ~~losses~~our ~~with~~tax noreturn ~~tax~~positions ~~benefit~~and ~~were~~ongoing ~~excluded~~developments in ~~calculating~~our income tax ~~expense~~audits. ~~for~~However, the ~~three~~final ~~and~~determination ~~nine~~of ~~months~~our ~~ended~~tax ~~March~~return 31positions, ~~2025~~if ~~and 2024~~audited, inis ~~accordance~~uncertain, ~~with~~and ~~GAAP.~~there Weis ~~continuously~~a ~~analyze~~possibility ~~our~~that ~~valuation~~final ~~allowance~~resolution ~~positions~~of ~~and~~these ~~the~~matters ~~weight~~could ofhave ~~objective~~a ~~and~~material ~~verifiable~~impact ~~evidence~~on ofour ~~actual~~ results ~~against the more subjective evidence~~ of ~~anticipated~~operations ~~future~~or ~~income~~cash flows.

AsOn ofJuly ~~March 31~~4, 2025, wethe ~~had~~U.S. ~~unrecognized~~enacted ~~tax~~the ~~benefits~~One ~~of $17,751,~~Big ~~including~~Beautiful ~~accrued~~Bill ~~interest~~Act ~~and~~("the ~~penalties~~Act"), ~~of $2~~which,~~476.~~ Weamong ~~recognize~~other ~~interest and~~provisions, ifmakes ~~applicable,~~permanent ~~penalties~~certain ~~related~~measures tooriginally ~~unrecognized~~enacted ~~tax~~under ~~benefits in~~ the ~~provision~~Tax ~~for~~Cuts ~~income~~and ~~taxes.~~Jobs IfAct ~~recognized,~~of ~~$6,719~~2017 ofthat ~~unrecognized~~were ~~tax~~set ~~benefits~~to ~~would~~expire ~~reduce~~at ~~our~~the ~~tax~~end ~~expense~~of 2025. ItAmong isother ~~reasonably~~provisions, ~~possible~~the ~~that~~Act areinstates ~~reduction~~100% inbonus ~~unrecognized~~depreciation, ~~tax~~immediate ~~benefits~~expensing ~~may~~of ~~occur~~U.S. ~~within~~research ~~the~~and ~~next~~development ~~twelve~~costs ~~months~~and inmodifies the ~~range~~calculation offor ~~$6,300 to $6,800 related to~~ the ~~lapse~~interest ofexpense ~~applicable~~limitation ~~statutes~~under ofU.S. ~~limitations~~Internal orRevenue ~~settlement~~Code §163(j). WeThe ~~believe~~Act wedid not have ~~appropriately~~a ~~provided~~material ~~for~~impact ~~all~~on ~~tax~~our ~~uncertainties~~financial statements.

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 2024 remain open for examination by the U.S. Internal Revenue Service and the years 2015 through 2024 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.

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, 2024	$	22,998	$	634
Balance as of June 30, 2025	$	19,057	$	987
Acquisition of noncontrolling interest (1)	866		—
Net loss attributable to noncontrolling interests	(692)		(425)
Accretion to redemption value recognized in retained earnings (2)	(88)		—
Foreign currency translation	5		(1)
Net income attributable to noncontrolling interests	647		294
Balance as of September 30, 2025 (1)	$	18,370	$	561
Purchase of noncontrolling interest (3)	(4,579)		—
Foreign currency translation	27		9
Balance as of March 31, 2025	$	19,871	$	937

_________________

(1) During ~~the~~October ~~current quarter~~2025, wethe ~~completed~~minority ~~the~~equity ~~acquisition~~interest ofholders anfor ~~immaterial~~one ~~business~~of ~~that~~our issmaller ~~part~~businesses ofwithin ~~our~~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.

(2) Accretion of redeemable noncontrolling interests to redemption value recognized in retained earnings is the result of changes in the estimated redemption amount to the extent increases do not exceed the estimated fair value. Any change in the estimated redemption amount which exceeds the estimated fair value is recognized within net income attributable to noncontrolling interests.

(3) During the second quarter of the current fiscal year, we purchased 49% of the remaining equity interest in one of the smaller businesses previously acquired and included in our PrintBrothers reportable segment for a total purchase price of $4,579, which consisted of $4,059 of cash paid at closing, and $520 of a deferred payment that is payable in fiscal year 2029.

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.

2217

As of ~~March~~September 3130, 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.

~~For~~During ~~purposes~~the offirst ~~measuring~~quarter ~~and~~of ~~reporting~~fiscal ~~our~~year ~~segment financial performance~~2026, we ~~implemented~~made ~~changes~~updates to ~~the~~our ~~methodology~~previously ~~used~~implemented methodology for inter-segment transactions, ~~during~~which ~~the~~is ~~first~~used ~~quarter~~for purposes of ~~fiscal~~measuring ~~2025~~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 ~~new~~updated ~~approach~~methodology, a merchant business (the buyer) is cross charged the ~~actual~~variable cost of fulfillment that includes ~~product (e.g.,~~ labor, materials and shipping costs, but excludes the overhead allocation) ~~and~~that ~~shipping~~was ~~costs~~previously included. A fulfiller business (the seller) receives inter-segment revenue that includes the ~~product~~variable ~~costs~~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 ~~new~~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. ~~Prior~~We tomade this change, ~~inter-segment~~to ~~transactions~~simplify ~~were based on marked-up pricing that resulted in~~ the ~~merchant~~inputs ~~business~~required ~~recognizing~~for ~~inter-segment~~our ~~cost~~businesses ~~of goods sold that was equal~~ to ~~inter-segment~~transact ~~revenue~~with ~~that~~each ~~was recognized by the fulfiller business~~other, and asalso ~~such~~to ~~there~~set ~~was~~the noright ~~inter-segment~~incentives ~~EBITDA~~to ~~elimination~~drive ~~under~~increased use of our ~~prior~~internal ~~method~~production capabilities. We have recast ~~all~~our ~~prior~~historical ~~periods~~segment ~~presented~~results for ~~segment~~all ~~revenue~~periods ~~and~~presented ~~segment EBITDA~~ to ensure comparability with the ~~current~~updated ~~fiscal year~~methodology. These changes in methodology have no impact on our consolidated financial results.

~~Central~~During ~~and~~the ~~corporate~~first ~~costs~~quarter ~~consist primarily~~ of ~~the~~fiscal ~~team~~year of2026, ~~software~~we ~~engineers~~updated ~~that is building~~ our ~~mass~~internal ~~customization~~organizational ~~platform;~~structure ~~shared~~which ~~service~~included ~~organizations~~the ~~such~~transfer asof ~~global~~two ~~procurement;~~teams ~~technology~~from ~~services~~our ~~such~~Vista asreportable ~~hosting~~segment ~~and~~into ~~security; administrative costs of~~ our ~~Cimpress~~central ~~India~~functions. ~~offices~~The ~~where~~change ~~numerous~~is ~~Cimpress~~intended ~~businesses~~to ~~have~~drive ~~dedicated~~efficiencies ~~business-specific~~through ~~team~~those ~~members;~~functions. ~~and~~We ~~corporate~~have ~~functions~~updated ~~including~~ our ~~tax,~~segment ~~treasury,~~presentation ~~internal audit, legal, sustainability, corporate communications, remote-first enablement, consolidated reporting and compliance, investor relations, and the functions~~ of ~~our~~all ~~CEO~~periods ~~and~~presented ~~CFO.~~to ~~These~~reflect ~~costs~~these ~~also include certain unallocated share-based compensation costs~~changes.

~~The~~Central ~~expense~~and ~~value~~corporate costs consist primarily of ~~our~~the ~~PSU~~team ~~awards~~of software engineers that is ~~based~~building onour ~~fair~~mass ~~value~~customization ~~and~~platform; isshared ~~required~~service toorganizations besuch ~~expensed~~as onglobal anprocurement; ~~accelerated~~technology ~~basis.~~services Insuch ~~order~~as tohosting ~~ensure~~and ~~comparability~~security; inadministrative ~~measuring~~costs of our ~~businesses'~~Cimpress ~~results,~~India weoffices ~~allocate~~where ~~the~~numerous ~~straight-line~~Cimpress ~~portion~~businesses ofhave ~~the~~dedicated ~~fixed~~business-specific ~~grant~~team ~~value~~members; toand ~~our~~corporate ~~businesses.~~functions ~~Any~~including ~~expense~~our intax, ~~excess~~treasury, ofinternal ~~this~~audit, ~~amount~~legal, assustainability, areal ~~result~~estate, ofcorporate ~~the~~communications, ~~fair~~consolidated ~~value~~reporting ~~measurement~~and ofcompliance, ~~the~~investor ~~PSUs~~relations, and the ~~accelerated~~functions ~~expense~~of ~~profile~~our ofCEO ~~the~~and ~~awards~~CFO. isThese ~~recognized~~costs ~~within~~also ~~central~~include ~~and~~certain ~~corporate~~unallocated share-based compensation costs.

23The 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 March 31,

Nine Months Ended March 31,

Three Months Ended September 30,

2025

2024 (1)

~~2025~~

~~2024 (1)~~

Revenue:

Vista

~~430~~454,~~651~~909

~~418~~429,~~079~~576

~~1,357,822~~

~~1,300,374~~

PrintBrothers

~~155~~184,~~981~~711

~~150~~160,~~677~~424

~~490,904~~

~~468,801~~

The Print Group

8996,~~348~~710

8784,~~093~~202

~~272,048~~

~~258,665~~

National Pen

88103,~~299~~209

8893,~~579~~590

~~313,126~~

~~305,471~~

All Other Businesses

5161,~~101~~742

4857,~~455~~240

~~168,577~~

~~159,642~~

Total segment revenue

~~815~~901,~~380~~281

~~792~~825,~~883~~032

~~2,602,477~~

~~2,492,953~~

Inter-segment eliminations (2)

(2538,~~912~~004)

(1220,~~295~~063)

~~(68,881)~~

~~(33,708)~~

Total consolidated revenue

~~789~~863,~~468~~277

~~780~~804,~~588~~969

~~2,533,596~~

~~2,459,245~~

_____________________

(1) The prior -period segment results have been adjusted to ensure comparability with the ~~new~~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 March 31, 2025

Three Months Ended September 30, 2025

Vista

PrintBrothers

The Print Group

National Pen

All Other

Total

Revenue by Geographic Region:

North America

~~301~~317,~~789~~720

—

—618

4953,~~708~~431

3541,~~781~~942

~~387~~413,~~278~~711

Europe

~~105~~109,~~425~~482

~~155~~181,~~015~~449

8285,~~623~~543

2936,~~586~~951

27186

~~372~~413,~~676~~611

Other

2226,~~775~~255

—

1,~~134~~653

58,~~605~~047

2935,~~514~~955

Inter-segment

~~662~~1,452

~~966~~3,262

610,~~725~~549

711,~~871~~174

911,~~688~~567

2538,~~912~~004

Total segment revenue

~~430~~454,~~651~~909

~~155~~184,~~981~~711

8996,~~348~~710

88103,~~299~~209

5161,~~101~~742

~~815~~901,~~380~~281

Less: inter-segment elimination

(~~662~~1,452)

(~~966~~3,262)

(610,~~725~~549)

(711,~~871~~174)

(911,~~688~~567)

(2538,~~912~~004)

Total external revenue

~~429~~453,~~989~~457

~~155~~181,~~015~~449

8286,~~623~~161

8092,~~428~~035

4150,~~413~~175

~~789~~863,~~468~~277

2419

	Nine Months Ended March 31, 2025
	Three Months Ended September 30, 2024
	Vista		PrintBrothers		The Print Group		National Pen		All Other		Total
Revenue by Geographic Region:
North America	$	~~937~~309,~~502~~175	$	—	$	—	$	~~160~~52,~~481~~287	$	~~124~~43,~~879~~368	$	1404,~~222,862~~830
Europe	~~341~~95,~~934~~657		~~487~~159,~~820~~368		~~255~~80,~~542~~907		~~126~~32,~~295~~007		53—		1367,~~211,644~~939
Other	7623,~~167~~759		—		—		41,~~100~~442		186,~~823~~999		9932,~~090~~200
Inter-segment	2,219		3,084		16,506		22,250		24,822		68,881
Inter-segment (1)	985		1,056		3,295		7,854		6,873		20,063
Total segment revenue	1,357,822		490,904		272,048		313,126		168,577		2,602,477
Total segment revenue (1)	429,576		160,424		84,202		93,590		57,240		825,032
Less: inter-segment elimination	(2,219)		(3,084)		(16,506)		(22,250)		(24,822)		(68,881)
Less: inter-segment elimination (1)	(985)		(1,056)		(3,295)		(7,854)		(6,873)		(20,063)
Total external revenue	$	1428,~~355,603~~591	$	~~487~~159,~~820~~368	$	~~255~~80,~~542~~907	$	~~290~~85,~~876~~736	$	~~143~~50,~~755~~367	$	2804,~~533,596~~969

	Three Months Ended March 31, 2024
	Vista		PrintBrothers		The Print Group		National Pen		All Other		Total
Revenue by Geographic Region:
North America	$	296,717	$	—	$	—	$	51,932	$	39,743	$	388,392
Europe	99,381		149,552		85,532		28,928		—		363,393
Other	21,533		—		—		1,183		6,087		28,803
Inter-segment (1)	448		1,125		1,561		6,536		2,625		12,295
Total segment revenue (1)	418,079		150,677		87,093		88,579		48,455		792,883
Less: inter-segment elimination (1)	(448)		(1,125)		(1,561)		(6,536)		(2,625)		(12,295)
Total external revenue	$	417,631	$	149,552	$	85,532	$	82,043	$	45,830	$	780,588

	Nine Months Ended March 31, 2024
	Vista		PrintBrothers		The Print Group		National Pen		All Other		Total
Revenue by Geographic Region:
North America	$	911,465	$	—	$	—	$	163,896	$	132,527	$	1,207,888
Europe	315,926		465,472		253,360		120,147		—		1,154,905
Other	71,303		—		—		4,591		20,558		96,452
Inter-segment (1)	1,680		3,329		5,305		16,837		6,557		33,708
Total segment revenue (1)	1,300,374		468,801		258,665		305,471		159,642		2,492,953
Less: inter-segment elimination (1)	(1,680)		(3,329)		(5,305)		(16,837)		(6,557)		(33,708)
Total external revenue	$	1,298,694	$	465,472	$	253,360	$	288,634	$	153,085	$	2,459,245

_____________________

25The 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.

The following table includes segment EBITDA by reportable segment, total income from operations and total income 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 March 31,				Nine Months Ended March 31,
	Three Months Ended September 30, 2024
	2025		2024 (1)		2025		2024 (1)
	Vista		PrintBrothers		The Print Group		National Pen		All Other
Segment EBITDA:
Total segment revenue (1)	$	429,576	$	160,424	$	84,202	$	93,590	$	57,240
Vista	$	78,100	$	76,834	$	247,370	$	263,282
Less: Cost of revenue (1)	192,037		115,233		52,090		43,653		31,294
PrintBrothers	17,729		17,225		61,218		66,237
Segment gross profit	237,539		45,191		32,112		49,937		25,946
The Print Group	15,128		17,233		51,556		47,049
Less: Advertising expenses	65,128		5,371		5,618		27,680		10,234
National Pen	3,835		4,214		22,376		20,841
Less: Other operating expenses (2)	104,861		23,089		12,483		30,075		13,604
All Other Businesses	5,132		3,259		15,534		16,648
Add: Depreciation and amortization	13,047		3,475		5,211		3,246		4,647
Inter-segment elimination	(7,388)		(3,183)		(19,467)		(8,655)
Add: Other segment items (3)	545		(12)		(1,160)		—		107
Total segment EBITDA	112,536		115,582		378,587		405,402
Segment EBITDA (4)	$	81,142	$	20,194	$	18,062	$	(4,572)	$	6,862
Central and corporate costs	(34,860)		(39,472)		(109,035)		(107,219)
Depreciation and amortization	(34,300)		(37,072)		(105,057)		(116,103)
Restructuring-related charges	(466)		(128)		(728)		(277)
Certain impairments and other adjustments	(2,369)		328		(2,938)		(786)
Total income from operations	40,541		39,238		160,829		181,017
Other (expense) income, net	(9,441)		(3,651)		10,745		2,377
Interest expense, net	(26,995)		(30,158)		(87,575)		(89,946)
Gain (loss) on early extinguishment of debt	19		—		(498)		1,721
Income before income taxes	$	4,124	$	5,429	$	83,501	$	95,169

__________________

(1) The prior -period segment results have been adjusted to ensure comparability with the ~~new~~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.

	Three Months Ended March 31,				Nine Months Ended March 31,
	2025		2024		2025		2024
Depreciation and amortization:
Vista	$	13,013	$	13,040	$	39,164	$	41,091
PrintBrothers	3,107		3,789		9,973		11,702
The Print Group	4,600		6,184		14,700		18,006
National Pen	3,113		3,228		9,547		13,408
All Other Businesses	4,936		4,604		14,326		13,660
Central and corporate costs	5,531		6,227		17,347		18,236
Total depreciation and amortization	$	34,300	$	37,072	$	105,057	$	116,103

(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.

	Three Months Ended March 31,				Nine Months Ended March 31,
	2025		2024		2025		2024
Purchases of property, plant and equipment:
Vista	$	11,595	$	6,488	$	28,889	$	15,958
PrintBrothers	4,416		(132)		7,523		5,110
The Print Group	6,559		1,933		18,872		12,976
National Pen	890		313		3,366		4,468
All Other Businesses	848		1,455		7,900		4,871
Central and corporate costs	484		413		1,661		1,042
Total purchases of property, plant and equipment	$	24,792	$	10,470	$	68,211	$	44,425

(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.

2620

	Three Months Ended March 31,				Nine Months Ended March 31,
	2025		2024		2025		2024
Capitalization of software and website development costs:
Vista	$	6,838	$	6,231	$	19,439	$	18,921
PrintBrothers	852		521		2,445		1,434
The Print Group	1,198		891		3,653		2,641
National Pen	1,118		1,111		3,365		3,087
All Other Businesses	1,354		1,582		4,610		3,879
Central and corporate costs	4,983		4,699		14,079		13,417
Total capitalization of software and website development costs	$	16,343	$	15,035	$	47,591	$	43,379

(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)

(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) 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:

	March 31, 2025		June 30, 2024
	September 30, 2025		June 30, 2025
Long-lived assets (1):
United States	$	70,~~256~~559	$	7764,~~095~~615
Canada	66,182		54,848
Switzerland	77,236		72,971
Switzerland	66,178		67,201
Netherlands	70,453		67,396
Netherlands	57,753		60,974
Canada	64,112		66,725
Italy	3845,~~206~~589		3741,~~380~~496
Germany	3438,~~835~~908		3137,~~656~~331
France	27,325		28,002
Tunisia	33,069		29,868
Australia	24,081		22,131
France	29,933		31,095
Other	105,672		94,162
Australia	25,843		23,915
Total	$	490,488	$	473,449
Other	81,352		112,586
Total	$	537,054	$	547,998

___________________

(1) Excludes goodwill of $~~792~~826,~~749~~363 and $~~787~~826,~~138~~156, intangible assets, net of $6154,~~905~~116 and $7658,~~560~~348, and deferred tax assets of $8757,~~806~~905 and $9561,~~059,~~086 ~~and equity method investments of $1,583 and $1,904~~ as of ~~March~~September 3130, 2025 and June 30, ~~2024~~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 ~~March~~September 3130, 2025 and June 30, ~~2024~~2025 were $5668,~~192~~611 and $6264,~~848~~854, respectively.

Purchase Obligations

At ~~March~~September 3130, 2025, we had unrecorded commitments under contract of $~~374~~429,~~711~~237, including third-party cloud services of $~~247~~253,~~626~~194; inventory, third-party fulfillment and digital service purchase commitments of $7687,~~149~~690; software of $3540,~~673~~064; insurance costs of $518,~~798~~410; production-related temporary labor of $11,940; professional and consulting fees of $37,~~714~~579; production and computer equipment purchases of $34,~~041~~038; ~~production-related~~advertising ~~temporary labor~~ of $13,~~726~~725; and other unrecorded purchase commitments of $~~985~~2,597.

Legal Proceedings

We are not currently party to any ~~material~~ 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.

~~13. Related Party Transaction~~22

On November 8, 2024, we repurchased 316,056 of our outstanding ordinary shares, par value €0.01 per share, from entities affiliated with Prescott General Partners LLC (“Prescott”) in a privately negotiated transaction at a price of $79.10 per share, representing a discount of $1.78 to the closing price of our ordinary shares on November 6, 2024 (the “Transaction”).

Scott Vassalluzzo, a Managing Member of Prescott, serves as a member of Cimpress’ Board of Directors and Audit Committee. In light of the foregoing, the disinterested members of Cimpress’ Audit Committee reviewed the Transaction under our related person transaction policy and considered, among other things, Mr. Vassalluzzo’s and Prescott’s interest in the Transaction, the approximate dollar value of the Transaction, and the purpose and the potential benefits to Cimpress of entering into the Transaction. Based on these considerations, the disinterested members of the Audit Committee concluded that the Transaction was in our best interest. The Transaction was effected pursuant to the share repurchase program approved by Cimpress’ Board of Directors and announced on May 29, 2024.

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, ~~severity~~duration, and ~~duration~~severity of supply chain constraints and fluctuating inflation; our inability to make investments in our ~~business~~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 ~~the~~their enforcement or interpretation ~~of governmental policies~~, ~~laws and regulations, that affect our businesses,~~ 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 ~~2024~~2025 fiscal year, this Quarterly Report on Form 10-Q and subsequent documents we periodically file with the SEC.

Executive Overview

As of ~~March~~September 3130, 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.

For purposes of measuring and reporting our segment financial performance, we implemented changes to the methodology used for inter-segment transactions during the first quarter of fiscal 2025. These transactions are when one Cimpress business chooses to buy from or sell to another Cimpress business. We have recast the prior periods presented for segment revenue and segment EBITDA 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.

U.S. Tariffs

The U.S. tariff ~~and trade~~ environment ~~has~~remains ~~been dynamic in recent months~~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 ~~that currently shield us~~ from paying tariffs on many of the products we fulfill for U.S. customers in Canada and

2923

~~products we fulfill for U.S. customers in Canada and~~ Mexico. ~~Currently~~The ~~the~~ primary impact of tariffs on Cimpress iscontinues ~~from~~to ~~raw~~be ~~materials~~for ~~sourcing,~~promotional ~~particularly~~products that we source from China, asand ~~well~~several asother countries. After the ~~potential~~elimination ~~for~~of ~~increased~~the ~~supplier~~de ~~costs~~minimis ~~connected~~exemption tofor ~~reciprocal~~shipments ~~tariffs~~under on$800 ~~other~~per ~~countries.~~day ~~This~~to isindividual ~~due~~U.S. tocustomers ~~the~~in ~~combination~~May of2025 ~~reciprocal~~for ~~tariffs~~Chinese-sourced ~~announced~~goods byand ~~the~~August ~~U.S.~~2025 ~~administration~~for ongoods ~~April~~from 2other countries, ~~2025~~we ~~(and~~increased ~~subsequent~~our ~~changes),~~pricing ~~and~~on ~~the~~impacted ~~announcement~~products. ~~that~~To ~~the~~date, dewe ~~minimis~~have ~~exemption~~been isable ~~being~~to ~~eliminated~~minimize ~~for~~the ~~shipments~~impact of ~~Chinese-sourced~~the ~~goods~~new ~~starting~~tariffs onthrough ~~May~~supply 2,chain ~~2025~~optimization and pricing changes.

We ~~have~~are ~~been~~monitoring ~~working to mitigate~~ the ~~impact~~status of tariffs, onand ~~Cimpress~~we ~~and~~will ~~our~~remain ~~U.S.~~nimble ~~customers.~~in Weour ~~have~~sourcing ~~identified~~and ~~alternate,~~pricing ~~lower-tariff~~responses. ~~sources~~Most of ~~raw~~the ~~materials~~computed ~~where~~value ~~possible,~~of ~~though~~the products we doproduce ~~expect higher input costs~~ in ~~some~~Canada ~~cases. In particular, we expect the promotional products, apparel~~ and ~~gifts~~Mexico ~~(PPAG)~~for ~~industry~~U.S. atcustomers ~~large~~remains ~~will~~covered ~~face~~by ~~increased~~exemptions ~~input~~due ~~costs~~to ~~from~~their ~~these~~compliance ~~increased~~with ~~tariffs~~the onUS-Mexico-Canada ~~Chinese~~(USMCA) ~~goods.~~trade ~~There~~agreement ~~are some PPAG products we sell, particularly drinkware~~ and ~~other~~the ~~hard~~International ~~goods,~~Emergency ~~that~~Economic ~~exclusively~~Powers orAct ~~nearly~~(IEEPA) ~~exclusively~~carve ~~originate~~out ~~from~~for ~~China,~~informational ~~while other PPAG products like apparel have more diverse countries of origin~~materials. WeFurthermore, ~~are~~we ~~taking~~continue ~~action in our supply chain~~ to ~~significantly~~believe ~~reduce~~that our ~~exposure~~scale-based toadvantages ~~PPAG~~and ~~sourcing where China is~~ the ~~country~~assets of ~~origin.~~our ~~These~~manufacturing, ~~changes~~supply ~~will~~chain ~~take several months to be fully implemented~~ and, ~~therefore~~procurement, inand ~~the~~flexible ~~near~~technology ~~term~~infrastructure wehave ~~expect~~become toeven ~~incur~~clearer ~~additional~~through ~~costs~~this turbulence. We ~~currently~~remain ~~estimate~~confident that, ~~after~~we ~~these~~can ~~supply~~manage ~~chain~~this ~~changes~~effectively, ~~the~~even ~~annual~~as ~~value~~facts ofand ~~PPAG~~circumstances ~~sourcing~~continue ~~with a country of origin China that would still be subject~~ to ~~the tariffs on imports from China will be less than $20 million, excluding any impact of third-party fulfillment~~change.

We expect to raise prices to at least partially offset these tariff costs and have already implemented pricing changes on some impacted products. For these products where price increases are being used, it is not possible to forecast what impact this may have on customer demand.

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) ~~income~~, 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 ~~and nine~~ months ended ~~March~~September 3130, 2025 as compared to the three ~~and nine~~ months ended ~~March~~September 3130, 2024 follows:

~~Third~~•Revenue ~~Quarter~~increased ~~Fiscal~~by ~~Year~~7% ~~2025~~to $863.3 million.

•Revenue increased by 1% to $789.5 million.

•Organic constant-currency revenue growth (a non-GAAP financial measure) was 3%.

•Operating income increased by $1.3 million to $40.5 million.

•Net loss increased by $2.8 million to $8.0 million.

•Adjusted EBITDA (a non-GAAP financial measure) decreased by $3.5 million to $90.7 million.

•Diluted net loss per share attributable to Cimpress plc increased by $0.18 to $0.33.

Year to Date Fiscal Year 2025

•Revenue increased by 3% to $2,533.6 million.

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

•Operating income ~~decreased~~increased by $209.26 million to $~~160~~49.80 million.

•Net income ~~decreased~~increased by $18.49 million to $416.25 million.

•Adjusted EBITDA (a non-GAAP financial measure) ~~decreased~~increased by $3810.69 million to $~~310~~98.7 million.

•Diluted ~~loss~~net income per share attributable to Cimpress plc ~~decreased~~increased by $0.6080 to $10.5630.

•Cash provided by operating activities ~~decreased~~increased by $3520.07 million to $~~190~~25.61 million.

•Adjusted free cash flow (a non-GAAP financial measure) ~~decreased~~increased by $677.19 million to $77(17.28) 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.

~~For~~The ~~the~~increase ~~three~~to ~~and~~operating ~~nine~~income ~~months~~of ~~ended~~$9.6 ~~March~~million ~~31,~~during ~~2025,~~ the ~~increase~~three inmonths ~~reported~~ended ~~revenue~~September 30, 2025 was primarily driven by ~~external~~incremental ~~revenue~~gross ~~growth~~profit indue ~~our~~to ~~Vista~~revenue ~~and~~growth ~~PrintBrothers~~discussed ~~reportable segments~~above. ~~Revenue~~Across ~~growth~~many ~~was~~of ~~led~~our bybusinesses ~~strong~~we ~~revenue~~continue ~~performance~~to indrive ~~Vista~~year-over-year ~~product~~advertising ~~categories like PPAG, signage,~~ and ~~packaging~~operating ~~and~~expense ~~labels, as well as continued order volume growth in our PrintBrothers reportable segment~~efficiencies. ~~Revenue~~These ~~growth~~efficiencies, ~~was~~including ~~dampened~~from byreductions ~~lower revenue for certain products~~ in the ~~U.S.,~~second ~~mainly~~half ~~from~~of ~~weaker~~the ~~demand~~prior ~~for~~fiscal ~~business~~year, ~~cards~~helped inoffset ~~our~~the ~~Vista~~overall ~~business~~increase ~~and home decor products~~ in ~~our~~operating ~~BuildASign~~expenses ~~business,~~ as ~~well~~compared asto ~~lower revenue in~~ the ~~direct~~prior ~~mail~~year ~~channel~~period, ofin ~~our~~part ~~National~~due ~~Pen~~to ~~business~~higher ~~particularly~~cash incompensation ~~North~~costs ~~America.~~driven ~~During~~by the ~~current-year~~timing ~~periods,~~of ~~currency~~our ~~exchange~~annual ~~fluctuations~~merit ~~had a negative year-over-year effect on revenue~~cycle.

~~The~~For ~~increase to operating income of $1.3 million during~~ the three months ended ~~March~~September 3130, 2025, ~~was~~net ~~driven~~income increased by a$18.9 ~~reduction~~million into ~~share-based compensation expense of~~ $56.7 5 million, due to ~~expense volatility from changes in estimated attainment of~~ the ~~related~~operating ~~performance~~income ~~condition~~increase ofdescribed ~~our~~above ~~2025 PSU grants,~~ as well as ~~lower~~an ~~amortization~~increase ofin ~~acquired~~other ~~intangible~~income ~~assets~~(expense) of $214.4 9 million primarily due to ~~the~~unrealized ~~runoff~~hedging ofgains ~~fully amortized assets across several~~ of ~~our previously acquired businesses. These items were offset in part by a~~ $23.6 5 million ~~impairment charge for our planned sale of a facility in our National Pen business,~~ as ~~well~~compared asto ~~preproduction~~losses ~~startup costs~~ of $120.8 6 million ~~for a new U.S. manufacturing facility that started production~~ in ~~March 2025. Additionally,~~ the ~~benefit~~prior-year ~~from~~period. ~~gross~~This ~~profit~~was ~~growth~~partially inoffset ~~the product categories listed above continues to be negated~~ by ~~the~~$8.8 ~~decline~~million inof ~~revenue from certain~~ higher ~~margin~~income ~~product~~tax ~~categories~~expense ~~like~~due ~~business~~primarily ~~cards,~~to ~~as well as~~ increased ~~advertising~~income ~~spend~~(loss) ofbefore $1income taxes.~~2 million.~~

The decrease to operating income of $20.2 million during the nine months ended March 31, 2025 was driven by the non-recurrence of approximately $10 million of items that benefited the prior-year period, as well as more than $8 million of discrete items that negatively impacted the current-year period, which included an Australian land duty tax in the second quarter of the current fiscal year, as well as the impairment charge and preproduction startups costs discussed above. The current-year period was also impacted by the same effects of product mix shifts as described above, as well as increased advertising spend of $15.7 million and higher operating expenses. These items were offset in part by $11.2 million of lower amortization of acquired intangible assets due to the runoff of fully amortized assets across several of our previously acquired businesses and reduced share-based compensation expense of $5.8 million.24

~~For~~Adjusted ~~three~~EBITDA ~~months ended March 31, 2025, net loss~~ increased byduring ~~$2.8 million to $8.0 million, due to higher income tax expense and increases in unrealized losses on derivative contracts that are not designated as hedges, which was partially offset by~~ the ~~operating~~three ~~income increase described above and lower interest expenses due to our recent repricings of our senior secured Term Loan B. For the nine~~ months ended ~~March~~September 3130, 2025, ~~net~~for ~~income~~similar ~~decreased~~reasons bydescribed ~~$18.4~~above ~~million~~as towell as $~~41.~~2 .9 million, ~~due~~in toyear-over-year ~~the~~currency ~~operating income decline described above and increased income tax expense~~benefits, ~~which~~net ~~was~~of ~~offset~~realized inlosses ~~part~~on bycertain ~~lower~~currency ~~interest~~hedge ~~expenses and higher unrealized hedging gains~~contracts.

~~Adjusted~~During ~~EBITDA decreased during~~ the three ~~and nine~~ months ended ~~March~~September 3130, 2025, ~~for~~cash ~~similar~~from ~~reasons~~operations ~~described above, as~~ increased ~~advertising spend and operating expenses more than offset the growth in gross profit~~$20.7 million ~~Gross~~year ~~profit~~over ~~growth~~year, inprimarily ~~our~~driven ~~fastest growing product categories continues to be offset in part~~ by the ~~decline in certain~~ higher ~~margin~~net ~~product~~income ~~categories~~as ~~that~~described ~~has~~above, ~~weighted~~as onwell ~~gross margins~~ as ~~compared~~favorable tochanges ~~the~~in ~~prior-year~~net ~~periods.~~working ~~Refer~~capital toyear ~~the~~over ~~"Additional~~year ~~Non-GAAP Financial Measures" section~~ of ~~Management's~~$16.3 million ~~Discussion~~partially ~~and~~offset ~~Analysis~~by ~~for~~higher ~~the~~cash ~~full reconciliation of Adjusted EBITDA to net (loss) income~~taxes.

~~During~~Adjusted free cash flow increased by $7.9 million for the ~~nine~~three months ended ~~March~~September 3130, 2025, due to the operating cash ~~from~~flow ~~operations~~increase ~~decreased~~described above, partially offset by a $359.04 million ~~year~~increase ~~over~~in ~~year,~~capitalized ~~primarily~~expenditures ~~driven~~due byto ~~the~~planned ~~lower~~investments ~~net~~in ~~income~~new asproduction ~~described~~equipment ~~above,~~and asfacility ~~well~~expansion asand ~~unfavorable~~a ~~changes~~$2.7 million increase in ~~net~~capitalized ~~working~~software ~~capital~~and ~~year~~website ~~over~~development ~~year~~costs, ofprimarily ~~$10~~driven by investments in our mass customization platform and related technology enhancements.~~3 million.~~

Adjusted free cash flow decreased by $67.1 million for the nine months ended March 31, 2025, due to the operating cash flow decrease described above, as well as a $23.8 million increase in capitalized expenditures, primarily due to planned investments in new production equipment. Proceeds from the sale of assets decreased by $4.1 million, driven by the sale of our previously owned manufacturing facility in Japan in the prior-year period.

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 ~~and nine~~ months ended ~~March~~September 3130, 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 ~~March~~September 3130,					CurrencyImpact:	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	$	~~430~~454,~~651~~909	$	~~418~~429,~~079~~576	36%	(1)%	45%	—%	45%
PrintBrothers	~~155~~184,~~981~~711		~~150~~160,~~677~~424		415%	3(7)%	78%	~~(1)~~—%	68%
The Print Group	8996,~~348~~710		8784,~~093~~202		315%	3(7)%	68%	—%	68%
National Pen	88103,~~299~~209		8893,~~579~~590		—10%	1(2)%	18%	—%	18%
All Other Businesses	5161,~~101~~742		4857,~~455~~240		58%	30%	8%	—%	8%
Inter-segment eliminations	(2538,~~912~~004)		(1220,~~295~~063)
Total revenue	$	~~789~~863,~~468~~277	$	~~780~~804,~~588~~969	17%	2(3)%	34%	—%	34%

_______________

In thousands	Nine Months Ended March 31,					CurrencyImpact:	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	$	1,357,822	$	1,300,374	4%	1%	5%	—%	5%
PrintBrothers	490,904		468,801		5%	1%	6%	(1)%	5%
The Print Group	272,048		258,665		5%	1%	6%	—%	6%
National Pen	313,126		305,471		3%	0%	3%	—%	3%
All Other Businesses	168,577		159,642		6%	1%	7%	—%	7%
Inter-segment eliminations	(68,881)		(33,708)
Total revenue	$	2,533,596	$	2,459,245	3%	1%	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.

_________________

(1) The prior period segment results have been adjusted to ensure comparability with the new 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.

3225

For the three ~~and nine~~ months ended ~~March~~September 3130, 2025, the reported revenue growth of $858.93 million ~~and $74.4 million, respectively,~~ was primarily driven by ~~external~~ revenue growth in our Vista and PrintBrothers reportable segments, ~~partially offset by $15.6 million~~ and $1523.8 2 million of ~~negative~~positive effects from currency exchange rate fluctuations as compared to the prior~~-year~~ ~~periods, respectively~~year. Excluding the effect of changes in currency exchange rates and inter-segment revenue, the largest increase in ~~reported~~ revenue was from our Vista business with ~~$18.4~~an ~~million~~increase ~~and~~of $6319.3 7 million ~~of incremental external revenue~~ for the three ~~and nine~~ months ended ~~March~~September 3130, 2025~~, respectively~~. Vista revenue was higher year over year across all major markets, with the most significant growth in the PPAG and ~~signage~~packaging and label product categories. Our PrintBrothers reportable segment also contributed $1011.4 1 million ~~and $26.4 million~~ of increased ~~external~~ revenue for the three ~~and nine~~ months ended ~~March~~September 3130, 2025, ~~respectively,~~ excluding the effect of changes in currency exchange rates and inter-segment revenue, primarily driven by ~~continued~~new ~~order~~customer ~~volume~~ and ~~customer~~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 ~~March~~September 3130,						~~Nine Months Ended March 31,~~
	2025			2024			~~2025~~			~~2024~~
Cost of revenue	$	~~416~~460,~~960~~476		$	~~404~~422,~~668~~736		$	~~1,328,952~~		$	~~1,266,874~~
% of revenue	5253.83		%	5152.85		%	~~52.5~~		%	~~51.5~~		%

For the three ~~and nine~~ months ended ~~March~~September 3130, 2025, cost of revenue increased by $1237.37 million ~~and $62.1 million~~ year over year, ~~respectively,~~ driven by ~~higher variable-based manufacturing costs of $7.0 million and $44.0 million, due to volume-related~~ increases, ~~as well as increases~~ in third-party fulfillment costs of $314.0 2 million ~~and $29.9 million~~, ~~respectively,~~due ~~which were driven~~ in part byto product mix shifts toward faster-growing product categories that leverage our third-party fulfillment network. ~~Additionally~~In addition, internal variable manufacturing and shipping costs increased by $412.6 0 million and $85.8 0 million, ~~for~~respectively, ~~the~~primarily ~~three~~driven ~~and~~by ~~nine~~volume-related ~~months~~increases. ~~ended~~For ~~March~~both ~~31,~~third-party ~~2025,~~and ~~respectively,~~internal ~~and~~fulfillment ascosts, a ~~percentage~~smaller portion of ~~revenue~~the increase is also impacted by tariff-related cost increases in the U.S., ~~increased~~which have largely been offset by 50price ~~and~~increases. 10Currency ~~basis~~exchange ~~points~~rate fluctuations also increased the cost of revenue by $14.0 million, ~~respectively~~as compared to the prior year period.

Other discrete items that contributed to the increase in cost of revenue was the recognition of a $2.6 million impairment charge during the current quarter for our planned sale of a facility by our National Pen business, as well as increased preproduction startup costs that were recognized as part of a new U.S. manufacturing facility that resulted in cost of revenue of $1.1 million and $1.6 million for the three and nine months ended March 31, 2025, respectively. For the nine months ended March 31, 2025, the cost increase was also impacted by the nonrecurrence of a favorable tax ruling of $3.0 million that benefited the prior-year period.

Consolidated Operating Expenses

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

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		%

In thousands	Three Months Ended March 31,							Nine Months Ended March 31,
	2025			2024			2025 vs. 2024	2025			2024			2025 vs. 2024
Technology and development expense	$	83,112		$	83,790		(1)%	$	247,851		$	238,081		4%
% of revenue	10.5		%	10.7		%		9.8		%	9.7		%
Marketing and selling expense	$	193,316		$	191,591		1%	$	621,024		$	595,622		4%
% of revenue	24.5		%	24.5		%		24.5		%	24.2		%
General and administrative expense	$	50,549		$	54,254		(7)%	$	159,417		$	151,388		5%
% of revenue	6.4		%	7.0		%		6.3		%	6.2		%
Amortization of acquired intangible assets	$	4,524		$	6,919		(35)%	$	14,795		$	25,986		(43)%
% of revenue	0.6		%	0.9		%		0.6		%	1.1		%
Restructuring expense	$	466		$	128		264%	$	728		$	277		163%
% of revenue	0.1		%	0.0		%		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 decreased by $0.7 million for the three months ended March 31, 2025, as compared to the prior-year period, driven by $2.0 million of reduced expense from fluctuations in currency exchange rates and $1.3 million of lower share-based compensation costs, due to expense volatility from changes in the estimated attainment of the related performance condition of our 2025 PSU grants. These decreases were partially offset by higher third-party technology costs and increases in amortization expense of capitalized software, due to a higher capitalized asset base driven by continued investment in technology capabilities across many of our businesses.26

Technology and development expense increased by $93.80 million for the ~~nine~~three months ended ~~March~~September 3130, 2025, as compared to the prior- year period,. inThis ~~part~~increase was primarily driven by a $3.01 million ofincrease ~~higher~~in third-party technology costs, ~~driven~~most ~~partly~~of bywhich ~~our~~related ~~businesses'~~to further adoption of certain products offered through our mass customization platform, as well as increased business ~~volumes~~volume, which has collectively increased consumption of those services. ~~Amortization~~and of capitalized software also increased $2.7 million as compared to the prior-year period, due to an increase in the capitalized asset base driven by continued investment in technology capabilities across many of our businesses. These items were offset in part by $1.1 million of lower share-based compensation costs, due to expense volatility from changes in the estimated attainment of the related ~~performance~~infrastructure ~~condition of our 2025 PSU grants~~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 ~~and nine~~ months ended ~~March~~September 3130, 2025, marketing and selling expenses increased by $16.76 million ~~and $25.4 million~~, ~~respectively,~~ partly due to higher ~~advertising~~cash ~~spend~~compensation costs of $13.29 million ~~and $15.7 million~~, ~~respectively, as compared to the prior-year periods, largely~~ driven by ~~volume-driven~~our ~~increases~~annual tomerit ~~advertising spend~~cycle, as well as ~~targeted~~hiring ~~advertising~~in ~~investments.~~our ~~Additionally,~~Vista ~~for~~business. ~~the~~In ~~nine-month period~~addition, advertising ~~was~~spend ~~higher~~increased ~~due~~by to$1.8 million, ~~increases~~as incompared ~~mid-~~to ~~and~~the ~~upper-funnel~~prior ~~spend~~year ~~in our Vista business~~period, ~~and~~largely ~~the~~due ~~higher~~to ~~cost~~volume-driven ofincreases ~~performance~~to advertising inspend, ~~the~~as ~~U.S.~~well ~~market~~as ~~during~~targeted ~~the~~advertising ~~second~~investments ~~quarter~~in ofcertain ~~the current fiscal year~~businesses. ~~Cash compensation costs also increased by~~

$3.3 million and $12.5 million, respectively, driven by our annual merit cycle, as well as hiring in our Vista business. These were offset in part by $1.0 million and $2.1 million, respectively, of lower share-based compensation costs, due to expense volatility from changes in the estimated attainment of the related performance condition of our 2025 PSU grants.

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 ~~decreased~~increased by $32.71 million during the three months ended ~~March~~September 3130, 2025 as compared to the prior- year period, driven by an increase in cash compensation costs of $32.37 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 ~~share~~long-~~based~~term incentive cash compensation costs, of $1.3 million due to ~~expense volatility from~~ changes in the estimated ~~attainment~~payout for certain businesses and lower share-based compensation costs of $1.6 million, driven by fluctuations in the ~~related~~attainment associated with the performance ~~condition~~conditions of ~~our~~prior-year ~~2025~~performance ~~PSU~~share ~~grants~~units.

General and administrative expenses increased by $8.0 million during the nine months ended March 31, 2025 as compared to the prior-year period, driven by $5.1 million of higher long-term incentive cash compensation, due to prior-year reductions in estimated payouts for certain businesses, as well as higher cash compensation costs that were impacted by our annual merit cycle, and a $2.9 million charge recognized in the second quarter of the current fiscal year for a land duty tax in Australia related to our 2019 redomiciliation to Ireland that we are appealing. These increases were offset in part by $2.5 million of lower share-based compensation costs, due to expense volatility from changes in the estimated attainment of the related performance condition of our 2025 PSU grants.

Other Consolidated Results

Other income (expense) ~~income~~, net

Other income (expense) ~~income~~, 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) ~~income~~, net:

In thousands	Three Months Ended ~~March~~September 3130,				~~Nine Months Ended March 31,~~
	2025		2024		~~2025~~		~~2024~~
(Losses) gains on derivatives not designated as hedging instruments	$	(14,640)	$	9,071	$	(1,577)	$	3,715
Gains (losses) on derivatives not designated as hedging instruments	$	3,451	$	(20,569)
Currency-related gains (losses), net	5,131		(12,434)		11,691		(2,071)
Currency-related (losses) gains, net	(181)		8,667
Other gains (losses)	68		(288)		631		733
Other gains	183		410
Total other (expense) income, net	$	(9,441)	$	(3,651)	$	10,745	$	2,377
Total other income (expense), net	$	3,453	$	(11,492)

The changes in other income (expense) ~~income~~, 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. Losses on the revaluation of non-functional currency debt are included in our currency-related gains (losses), net, offsetting the impact of certain non-functional currency intercompany relationships.27

35We 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 $3.23 million ~~and $2.4 million~~ during the three ~~and nine~~ months ended ~~March~~September 3130, 2025, ~~respectively,~~ 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 ~~arising~~ in part arising from our repricing ~~actions~~action in ~~May 2024 and~~ December 2024 that reduced the credit spread on our outstanding debt.

Gain (loss) on extinguishment of debt

During the nine months ended March 31, 2025, we recognized $0.5 million of losses on the extinguishment of debt primarily due to the net write-off of unamortized debt discount and financing fees associated with the refinancing of our Term Loan B. Refer to Note 8 in our accompanying consolidated financial statements for additional details.

Income tax expense

In thousands	Three Months Ended ~~March~~September 3130,						~~Nine Months Ended March 31,~~
	2025			2024			~~2025~~			~~2024~~
Income tax expense	$	1217,~~144~~838		$	108,~~610~~995		$	~~42,290~~		$	~~35,527~~
Effective tax rate	~~294~~73.52		%	~~195~~(265.4)		%	~~50.6~~		%	~~37.3~~		%

Income tax expense for the three ~~and nine~~ months ended ~~March~~September 3130, 2025 increased versus the prior ~~comparative~~year ~~periods~~primarily due to an increased ~~full-year~~income ~~forecasted effective tax rate, excluding~~ (loss) ~~entities~~before with no tax benefit. 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~~taxes ~~expense for the three~~ and ~~nine~~various ~~months~~immaterial ~~ended~~discrete ~~March~~items ~~31, 2025 and 2024,~~ in ~~accordance~~both ~~with GAAP~~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 ~~2025~~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.

3628

Vista

In thousands	Three Months Ended ~~March~~September 3130,							~~Nine Months Ended March 31,~~
	2025			2024 (1)			2025 vs. 2024	~~2025~~			~~2024 (1)~~			~~2025 vs. 2024~~
Reported Revenue	$	~~430~~454,~~651~~909		$	~~418~~429,~~079~~576		36%	$	~~1,357,822~~		$	~~1,300,374~~		4%
Segment EBITDA	7889,~~100~~986			7681,~~834~~142			211%	~~247,370~~			~~263,282~~			~~(6)%~~
% of revenue	1820		%	1819		%		18		%	20		%

_____________________

(1) The prior~~-period~~ year segment results have been adjusted to ensure comparability with the ~~new~~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 ~~and nine~~ months ended ~~March~~September 3130, 2025 was ~~negatively~~6% and was positively affected by currency exchange rate fluctuations ~~for~~of ~~both periods by~~ 1%, resulting in constant-currency revenue growth of ~~4% and~~ 5%~~, respectively~~. Revenue growth for the three ~~and nine~~ months ended ~~March~~September 3130, 2025 was stronger ~~in Europe. In addition, growth was stronger across most major markets,~~ for product categories ~~like~~such ~~promotional~~as ~~products,~~PPAG ~~apparel,~~as ~~signage~~well ~~and~~as packaging and labels. ~~Revenue~~and ~~growth~~ was ~~dampened~~supported by abookings ~~decline~~growth infor ~~the~~both ~~business~~new ~~cards~~ and ~~stationery~~repeat ~~product~~customers. ~~category~~Partially offsetting growth in ~~the~~these ~~U.S.~~product incategories ~~both~~was ~~periods~~a ~~presented,~~decline ~~including~~in ~~negative~~business ~~impact~~card ~~from~~and ~~algorithm~~stationery ~~changes~~products, inalthough the ~~organic~~rate ~~search~~of ~~channel~~decline ~~that~~was ~~we've~~improved ~~continued~~versus tothe ~~optimize~~prior ~~against~~year quarter.

Segment Profitability

For the three months ended ~~March~~September 3130, 2025, segment EBITDA increased by $18.38 million, primarily due to gross profit growth of $15.5 million, which was driven by $1the revenue growth described above.6 ~~million~~Partially ofoffsetting the increase in gross profit ~~growth~~was ~~due~~a to$1.4 million ~~the~~increase ~~growth~~in ofadvertising ~~higher-value~~spend ~~orders~~that ~~particularly~~was primarily related to increases in performance advertising spend that supported the ~~PPAG~~revenue growth described above and, ~~signage~~as a percentage of segment revenue, ~~and~~was ~~packaging~~lower ~~and~~year ~~labels~~over ~~categories~~year. In addition, ~~which~~operating ~~was~~expenses ~~partially~~increased ~~offset~~by $5.1 million, driven by ~~the~~compensation ~~decline~~increases infrom ~~business~~our ~~cards~~annual merit cycle and ~~stationary.~~improved customer self-service features to improve customer care efficiency.

For the nine months ended March 31, 2025, segment EBITDA decreased by $15.9 million, primarily due to modest gross profit growth, driven by similar dynamics that are described above, which was more than offset by $14.7 million of higher advertising spend, as well as higher operating expenses as compared to the prior year. The increase in advertising spend was primarily driven by the timing of mid- and upper-funnel advertising spend during the first half of the fiscal year in North America. In addition, the segment EBITDA decline was also influenced by the non-recurrence of items that benefited the prior-year period of $6.4 million.

PrintBrothers

In thousands	Three Months Ended ~~March~~September 3130,							~~Nine Months Ended March 31,~~
	2025			2024 (1)			2025 vs. 2024	~~2025~~			~~2024 (1)~~			~~2025 vs. 2024~~
Reported Revenue	$	~~155~~184,~~981~~711		$	~~150~~160,~~677~~424		415%	$	~~490,904~~		$	~~468,801~~		5%
Segment EBITDA	1725,~~729~~739			1720,~~225~~194			327%	~~61,218~~			~~66,237~~			~~(8)%~~
% of revenue	1114		%	1113		%		12		%	14		%

_____________________

(1) The prior~~-period~~ year segment results have been adjusted to ensure comparability with the ~~new~~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 ~~and nine~~ months ended ~~March~~September 3130, 2025 was ~~negatively~~positively affected by currency ofexchange 3%rate ~~and~~fluctions 1of 7%, ~~respectively,~~ resulting in organic constant currency revenue growth of 78% ~~and 6%, respectively~~. ~~Constant~~Organic constant-currency revenue growth was driven primarily by customer and order volume growth, asacross ~~well as volumes related to~~ the ~~German elections which benefited a portion of the current-year periods~~businesses. ~~Order volume growth continues to be offset in part by customers purchasing lower quantities in certain product categories.~~

Segment Profitability

~~For~~PrintBrothers' segment EBITDA for the three months ended ~~March~~September 3130, 2025, ~~PrintBrothers' segment EBITDA~~ increased by $05.5 million, primarily due to ~~gross~~the ~~profit~~revenue growth ~~that~~described ~~was~~above, ~~driven~~as bywell ~~revenue~~as ~~growth~~positive ~~described~~year-over-year ~~above,~~impacts from currency exchange fluctuations of $1.6 million. This was partially offset by ~~increased~~increases in advertising spend ~~and~~of ~~operating expenses~~$0.6 million, ~~Currency~~which ~~exchange~~as ~~fluctuations~~a ~~had~~percentage aof ~~negative~~external revenue is flat year- over- year, ~~impact~~as well as an increases in operating expenses of $02.50 million, ~~for~~which ~~the~~is ~~three~~mostly ~~months~~driven ~~ended~~by ~~March~~technology ~~31, 2025~~investments.

3729

PrintBrothers' segment EBITDA for the nine months ended March 31, 2025 decreased $5.0 million, partially due to an increase in advertising spend of $4.4 million, driven by one of the segment's businesses testing into new digital marketing channels, as well as higher operating expenses that were offset in part by gross profit growth that was driven by the revenue growth described above. Currency exchange fluctuations had a negative year-over-year impact of $0.2 million for the nine months ended March 31, 2025.

The Print Group

In thousands	Three Months Ended ~~March~~September 3130,							~~Nine Months Ended March 31,~~
	2025			2024 (1)			2025 vs. 2024	~~2025~~			~~2024 (1)~~			~~2025 vs. 2024~~
Reported Revenue	$	8996,~~348~~710		$	8784,~~093~~202		315%	$	~~272,048~~		$	~~258,665~~		5%
Segment EBITDA	1518,~~128~~671			1718,~~233~~062			~~(12)~~3%	~~51,556~~			~~47,049~~			~~10%~~
% of revenue	1719		%	2021		%		19		%	18		%

_____________________

Segment Revenue

The Print Group's reported revenue growth was ~~negatively~~positively affected by currency exchange rate fluctuations of 37% ~~and 1%~~, ~~respectively,~~ resulting in constant-currency revenue growth for the three ~~and nine~~ months ended ~~March~~September 3130, 2025 of 68% ~~for both periods presented~~, 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 ~~decrease in The~~ Print Group's segment EBITDA increased $0.6 million during the three months ended ~~March~~September 3130, 2025 as compared to the prior year, due in part to positive year-over-year ~~period~~impacts ~~was~~from ~~largely~~currency ~~driven~~exchange fluctuations of $1.8 1 million. ofExcluding ~~startup~~the ~~costs~~effect ~~related~~of tocurrency, ~~Pixartprinting's~~segment ~~new~~EBITDA ~~U.S.~~declined ~~facility~~by $0.4 million, asdue ~~well~~to asa ~~higher~~$2.2 million increase in variable long-term incentive compensation expense, ofdriven ~~$1.4 million~~by ~~due~~changes toyear ~~variability~~over year in their estimated payouts. ~~Currency~~This ~~exchange~~cost ~~fluctuations~~increase ~~had~~was aoffset ~~negative~~in ~~year-over-year~~part ~~impact~~by ofan ~~$0.5 million~~increase ~~for~~in ~~the~~gross ~~three~~profit, ~~months~~driven ~~ended~~by ~~March~~the ~~31,~~revenue ~~2025~~growth described above.

The increase in The Print Group's segment EBITDA during the nine months ended March 31, 2025 as compared to the prior-year period was largely driven by revenue growth described above and gross margin expansion due to reductions in key input costs such as raw materials. The gross profit growth for the nine months ended March 31, 2025 was partially offset by $2.8 million of startup costs related to Pixartprinting's new U.S. facility.

National Pen

In thousands	Three Months Ended ~~March~~September 3130,							~~Nine Months Ended March 31,~~
	2025			2024 (1)			2025 vs. 2024	~~2025~~			~~2024 (1)~~			~~2025 vs. 2024~~
Reported Revenue	$	88103,~~299~~209		$	8893,~~579~~590		010%	$	~~313,126~~		$	~~305,471~~		3%
Segment EBITDA	3(2,~~835~~392)			(4,~~214~~572)			~~(9)~~48%	~~22,376~~			~~20,841~~			7%
% of revenue	4(2)		%	(5)		%		7		%	7		%

_____________________

Segment Revenue

For the three ~~and nine~~ months ended ~~March~~September 3130, 2025, National Pen's revenue growth was positively impacted 2% by currency exchange rate fluctuations, resulting in constant-currency revenue growth ~~was~~of 18% ~~and 3%~~ as compared to the prior~~-year~~ ~~periods, respectively~~year. National Pen revenue growth was driven by ~~growth~~increases in ~~e-commerce and cross-Cimpress~~ fulfillment for other Cimpress businesses as well as growth in external revenue, mostly from tariff-related pricing increases. These ~~growing~~increases ~~channels~~ were offset by revenue declines in mail order where National Pen continued to ~~optimize~~reduce ~~for~~and ~~efficiency~~optimize oftheir direct mail advertising spend.

Segment Profitability

~~The decrease in~~ National Pen's segment EBITDA increased $2.2 million for the three months ended ~~March~~September 3130, 2025, ~~was~~ driven by a reduction in ~~gross~~advertising ~~profit,~~spend ~~due~~of to$1.1 million, ~~gross~~most ~~margin~~of ~~compression~~which ~~driven~~relates byto ~~unfavorable~~the ~~product~~lower ~~mix~~direct ~~shift~~mail ~~and~~advertising ~~increased~~as ~~freight~~described ~~costs~~above, ~~versus~~as ~~the~~well ~~prior-year~~as ~~period~~a $1.4 million ~~This~~decrease ~~was~~in ~~offset~~variable inlong-term ~~part~~incentive bycompensation ~~$0.9 million~~expense, ofdriven ~~lower~~by ~~advertising~~changes ~~spend~~year ~~intended~~over toyear ~~drive~~in ~~efficiency~~their ~~across~~estimated ~~channels~~payouts.

The increase in National Pen's segment EBITDA for the nine months ended March 31, 2025 was driven by the revenue growth described above, and $2.5 million of lower advertising spend intended to drive efficiency across channels. Currency exchange fluctuations had a positive year-over-year impact of $1.3 million for the nine months ended March 31, 2025.30

All Other Businesses

In thousands	Three Months Ended March 31,							Nine Months Ended March 31,
	2025			2024 (1)			2025 vs. 2024	2025			2024 (1)			2025 vs. 2024
Reported Revenue	$	51,101		$	48,455		5%	$	168,577		$	159,642		6%
Segment EBITDA	5,132			3,259			57%	15,534			16,648			(7)%
% of revenue	10		%	7		%		9		%	10		%

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

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		%

_____________________

(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

All Other Businesses' ~~revenue~~reported ~~growth was negatively impacted 3%~~ and ~~1% by currency exchange rate fluctuations, resulting in~~ constant-currency revenue growth ofwas 8% ~~and~~for ~~7% during~~ the three ~~and nine~~ months ended ~~March~~September 3130, 2025~~, respectively~~. 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 ~~home~~signage ~~decor~~ products. Our smaller Printi business delivered constant-currency revenue growth versus the prior~~-year~~ ~~periods~~year.

Segment Profitability

For the three months ended ~~March~~September 3130, 2025, segment EBITDA increased $12.92 million versus the prior~~-year~~ ~~period~~year, largely driven by the cross-Cimpress revenue growth described above, ~~and~~as well as lower variable long-term incentive compensation expense of $01.9 million, ~~due~~driven toby ~~lower~~changes ~~estimated~~year ~~payouts.~~over ~~Currency exchange fluctuations had a positive~~ year~~-over-year~~ ~~impact~~in ofestimated $0payouts.~~2 million for the three months ended March 31, 2025.~~

For the nine months ended March 31, 2025, segment EBITDA decreased $1.1 million versus the prior-year period, largely driven by higher long-term incentive compensation expense of $2.9 million due to a prior-year reversal of expense driven by changes in estimated payouts that did not recur during the current-year period. In addition, gross profits declined year over year during the seasonally significant second quarter for our BuildASign business, driven by lower revenue in home decor products, as well as gross margin compression driven in part by temporary production inefficiencies related to new capabilities. Currency exchange fluctuations had a positive year-over-year impact of $0.4 million for the nine months ended March 31, 2025.

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, ~~corporate~~real ~~communications~~estate, ~~remote-first~~corporate ~~enablement~~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 ~~March~~September 3130, 2025, central and corporate costs decreased by $40.62 million as compared to the prior~~-year~~ ~~period~~year, ~~driven~~due byprimarily ~~lower~~to a reduction in unallocated share-based compensation expense year over year of $6.1.6 million, ~~due~~driven toby ~~lower~~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.

attainment estimates associated with performance share units granted during the current fiscal year. This cost decrease was partially offset by higher cash compensation costs, mainly in our central technology organization, as a result of hiring and our annual merit cycle.

During the nine months ended March 31, 2025, central and corporate costs increased by $1.8 million as compared to the prior-year period, due in part to a $2.9 million charge recognized in the second quarter for a land duty tax in Australia related to our 2019 redomiciliation to Ireland that we are appealing. In addition, cash compensation costs in our central functions increased, as a result of both hiring in our central technology organization and our annual merit cycle. We also recognized 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. These increases were partially offset by lower unallocated share-based compensation expense year over year of $7.9 million due to lower attainment estimates associated with performance share units granted during the current fiscal year.

Liquidity and Capital Resources

Consolidated Statements of Cash Flows Data

In thousands

~~Nine~~Three Months Ended ~~March~~September 3130,

2025

2024

Net cash provided by operating activities

~~190~~25,~~598~~059

~~225~~4,~~627~~384

Net cash used in investing activities

(~~104~~42,~~165~~818)

(4425,~~709~~502)

Net cash used in financing activities

(~~107~~14,~~413~~656)

(~~157~~35,~~506~~416)

The cash flows during the ~~nine~~three months ended ~~March~~September 3130, 2025 related primarily to the following items:

Cash inflows:

•Net income of $416.25 million

•Adjustments for non-cash items of $154.0 million primarily related to adjustments for depreciation and amortization of $105.1 million, share-based compensation costs of $42.7 million, and deferred taxes of $5.8 million, partially offset by unrealized currency-related gains of $7.0 million31

•~~Proceeds~~Adjustments ~~from~~for ~~the~~non-cash ~~settlement~~items of ~~derivatives~~$48.6 ~~designated~~million asprimarily ~~hedging~~related ~~instruments~~to adjustments for depreciation and amortization of $536.46 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 ~~maturity~~sale of ~~held-to-maturity~~assets ~~securities~~ of $40.58 million

•Proceeds from the ~~sale~~exercise of ~~assets~~options of $20.45 million

•Proceeds from the exercise of options of $1.4 million

Cash outflows:

•~~Capital~~Net ~~expenditures~~working capital outflows of $6830.21 million, ofprimarily ~~which~~due ~~the~~to ~~majority~~typical isfluctuations ~~related~~from toseasonal ~~the~~trends ~~purchase~~that ofresulted ~~manufacturing~~in ~~and~~increases ~~automation~~in ~~equipment~~accounts ~~for~~receivables ~~our~~and ~~production~~inventory ~~facilities~~levels

•~~Purchases~~Capital expenditures of ~~our~~$26.4 ~~ordinary~~million, ~~shares~~of which the majority is related to the purchase of manufacturing and automation equipment for ~~$56.9~~our ~~million~~production facilities

•Internal and external costs of $4717.63 million for software and website development that we have capitalized

•~~Net~~Payment ~~repayments~~ of ~~debt~~withholding oftaxes ~~$21.2~~in ~~million,~~connection ~~including~~with ~~the~~share ~~impact~~awards of ~~the~~$6.7 ~~refinancing of our 2026 Notes and amendment to our Senior Secured Credit Facility~~million, asprimarily ~~well~~driven asby ~~financing fees paid. Refer to Note 8 in~~ the ~~accompanying~~vesting ~~consolidated~~of ~~financial~~restricted ~~statements~~and ~~for~~performance ~~additional~~share ~~details.~~unit grants

•~~Payment~~Net repayments of ~~withholding~~debt ~~taxes in connection with share awards~~ of $193.97 million, primarily ~~driven~~including byour ~~the~~Term ~~vesting~~Loan ofB ~~restricted~~amortization ~~and performance share unit grants~~payment

•~~Payments~~Purchases ~~for~~of ~~finance~~our ~~lease~~ordinary ~~arrangements~~shares offor $52.97 million

40•Payments for finance lease arrangements of $2.0 million

~~•Net~~Additional ~~working~~Liquidity ~~capital~~and ~~outflows~~Capital Resources Information. At September 30, 2025, we had $200.5 million of cash and cash equivalents and $41,600.69 million of debt, ~~primarily~~excluding ~~due~~debt toissuance ~~increases~~costs inand ~~inventory~~debt ~~levels~~premiums and discounts. During the three months ended September 30, ~~driven~~2025, inwe ~~part~~financed byour ~~product~~operations ~~mix~~and ~~shifts~~strategic investments through internally generated cash flows from operations and ~~raw~~cash ~~material~~on ~~cost~~hand. ~~increases~~We expect to finance our future operations through our cash, operating cash flow, and borrowings under our debt arrangements.

~~•Purchase~~We ofhave ~~noncontrolling~~historically ~~interests~~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 $42.17 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.

Additional Liquidity and Capital Resources Information. At March 31, 2025, we had $183.0 million of cash and cash equivalents and $1,607.7 million of debt, excluding debt issuance costs and debt premiums and discounts. During the nine months ended March 31, 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 nine months ended March 31, 2025, we purchased and retired 714,667 of our ordinary shares for $56.9 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 ~~March~~September 3130, 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 $9197.0 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 ~~March~~September 3130, 2025 are as follows:

In thousands

Payments Due by Period

Total

Lessthan 1year

1-3years

3-5years

Morethan 5years

Operating leases, net of subleases (1)

91107,~~937~~948

2220,~~708~~069

3239,~~907~~926

1923,~~855~~499

1624,~~467~~454

Purchase commitments

~~374~~429,~~711~~237

~~124~~173,~~715~~362

~~125~~138,~~230~~215

~~117~~111,~~674~~421

76,~~092~~239

Senior secured credit facility and interest payments (2)

1,~~286~~242,~~313~~763

7976,~~587~~863

~~153~~1,~~098~~164,613

1,~~053,628~~287

—

2032 Notes and interest payments

~~815~~796,~~392~~033

38,719

77,438

~~621~~602,~~797~~438

Other debt

75,~~208~~754

3,~~275~~068

32,~~888~~686

45—

—

Finance leases, net of subleases (1)

3734,~~616~~646

86,~~542~~898

11,~~244~~136

6,~~597~~056

1110,~~233~~556

Total (3)

2,~~613~~616,~~177~~381

~~277~~318,~~546~~979

~~403~~1,~~805~~434,014

1219,~~275,237~~701

~~656~~643,~~589~~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 ~~March~~September 3130, 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 $90.24 million as of ~~March~~September 3130, 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.

41Operating 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.

~~Operating~~Purchase ~~Leases~~Commitments. At WeSeptember 30, ~~rent~~2025, ~~manufacturing~~we ~~facilities~~had ~~and~~unrecorded ~~office~~commitments ~~space~~ under ~~operating~~contract ~~leases~~of ~~expiring~~$429.2 onmillion. ~~various~~Purchase ~~dates~~commitments ~~through~~consisted ~~2037~~of third-party cloud services of $253.2 ~~The~~million; ~~terms~~third-party fulfillment and digital services of ~~certain~~$87.7 ~~lease~~million; ~~agreements~~software ~~require~~of ~~security~~$40.1 ~~deposits~~million; ininsurance ~~the~~costs ~~form~~of $18.4 million; production-related temporary labor of ~~bank~~$11.9 ~~guarantees~~million; professional and ~~letters~~consulting fees of ~~credit,~~$7.6 ~~with~~million; production and computer equipment purchases of $24.70 million; inadvertising ~~the~~of ~~aggregate~~$3.7 ~~outstanding~~million; asand other commitments of ~~March 31,~~$2.6 ~~2025~~million.

~~Purchase~~Senior ~~Commitments~~Secured Credit Facility and Interest Payments. At ~~March 31~~On September 26, ~~2025~~2024, we ~~had~~entered ~~unrecorded~~into ~~commitments~~an ~~under~~amendment ~~contract~~to ofour ~~$374.7~~Restated ~~million.~~Credit ~~Purchase~~Agreement ~~commitments~~to ~~consisted~~extend the maturity date of ~~third-party~~our ~~cloud~~senior ~~services~~secured ofrevolving ~~$247.6~~credit ~~million;~~facility ~~third-party~~to ~~fulfillment~~September 26, 2029 and ~~digital~~reduced ~~services~~the ofminimum ~~$76~~credit spread on borrowing and the minimum commitment fee on unused balances, depending on our First Lien Leverage Ratio.1 Our $250.0 million; ~~software~~senior ofsecured revolving credit facility has $35232.70 million; ~~insurance~~unused ~~costs~~as of $5September 30, 2025.8 ~~million;~~There ~~professional~~are ~~and~~no ~~consulting~~drawn ~~fees~~amounts on the Revolving Credit Facility, but our outstanding letters of $3credit reduce our unused balance.7 ~~million;~~Our ~~production~~unused balance can be drawn at any time so long as we are in compliance with our debt covenants, and ~~computer~~if ~~equipment~~any ~~purchases~~loans made under the Revolving Credit Facility are outstanding on the last day of ~~$3.0~~any ~~million;~~fiscal ~~production-related~~quarter, ~~temporary~~then ~~labor~~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 1.700. ~~million;~~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 ~~other~~assumes ~~commitments~~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 $1,070.01 million, consisting of the Term Loan B, which amortizes over the loan period, with a final maturity date of May 17, 2028.

2032 Senior ~~Secured~~Notes ~~Credit Facility~~ and Interest Payments. On September 26, 2024, we ~~entered~~completed ~~into~~a anprivate ~~amendment~~placement ~~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~~525.0 million ~~senior~~in ~~secured~~aggregate ~~revolving~~principal ~~credit~~amount ~~facility~~of ~~has~~senior ~~$237.5~~unsecured ~~million~~notes ~~unused~~due as2032 of(the ~~March 31,~~"2032 ~~2025~~Notes"). ~~There~~We ~~are~~used nothe ~~drawn~~net ~~amounts~~proceeds onfrom the ~~Revolving~~2032 ~~Credit Facility~~Notes, ~~but~~together ~~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~~cash ~~debt covenants, and if any loans made under the Revolving Credit Facility are outstanding~~ on ~~the last day of any fiscal quarter~~hand, ~~then we are subject~~ to aredeem ~~financial~~all ~~maintenance covenant that the First Lien Leverage Ratio (as defined in the Restated Credit Agreement) calculated as~~ of the ~~last~~outstanding ~~day~~2026 ~~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~~Notes, ~~2029.~~and ~~Interest~~pay ~~payable~~associated ~~included~~accrued ~~in the above table is based on the~~ interest ~~rate as of March 31, 2025~~ and ~~assumes~~ all ~~Term~~related ~~SOFR-based~~financing ~~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~~fees. AsOur ~~of March~~$525.0 ~~31,~~million ~~2025,~~2032 weNotes ~~have~~bear ~~borrowings~~interest ~~under~~at ~~our~~a ~~Restated~~rate ~~Credit Agreement~~ of ~~$1,075~~7.5375% per ~~million,~~annum ~~consisting~~and ofmature ~~the~~on ~~Term~~September ~~Loan B~~15, ~~which~~2032. ~~amortizes~~Interest ~~over~~on the ~~loan~~2032 ~~period,~~Notes ~~with~~is apayable ~~final~~semi-annually ~~maturity~~on ~~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.33

~~Debt~~March ~~Covenants.~~15 ~~The Restated Credit Agreement~~ and ~~the~~September ~~indenture~~15 ~~that governs our 2032 Notes contain covenants that restrict or limit certain activities and transactions by Cimpress and our subsidiaries. As~~ of ~~March 31,~~each ~~2025, we were in compliance with all covenants under our Restated Credit Agreement and the indenture governing our 2032 Notes~~year. Refer to Note 8 in the accompanying consolidated financial statements for additional information.

~~Other~~ Debt Covenants. InThe ~~addition,~~Restated weCredit ~~have~~Agreement ~~other~~and ~~debt~~the ~~which~~indenture ~~consists~~that ~~primarily~~governs ofour ~~term~~2032 ~~loans~~Notes ~~acquired~~contain ~~through~~covenants ~~our~~that ~~various~~restrict ~~acquisitions~~ or ~~used~~limit tocertain ~~fund~~activities ~~certain~~and ~~capital~~transactions ~~investments~~by Cimpress and our subsidiaries. As of ~~March~~September 3130, 2025, we ~~had~~were ~~$7.2 million~~in ~~outstanding~~compliance ~~for~~with ~~those~~all ~~obligations~~covenants ~~that~~under ~~have~~our ~~repayments~~Restated ~~due~~Credit onAgreement ~~various~~and ~~dates~~the ~~through~~indenture ~~September~~governing ~~2027~~our 2032 Notes. Refer to Note 8 in the accompanying consolidated financial statements for additional information.

~~Finance~~Other ~~Leases~~Debt. WeIn ~~lease certain facilities~~addition, ~~machinery,~~we ~~and~~have ~~plant~~other ~~equipment~~debt ~~under~~which ~~finance~~consists ~~lease~~primarily ~~agreements~~of ~~that~~term ~~expire~~loans atacquired ~~various dates~~ through ~~2037.~~our ~~The~~various ~~aggregate~~acquisitions ~~carrying~~or ~~value~~used ofto ~~the~~fund ~~leased~~certain ~~assets~~capital ~~under~~investments. ~~finance~~As ~~leases~~of ~~included in property, plant and equipment, net in our consolidated balance sheet at March~~September 3130, 2025 ~~is $29.3 million~~, ~~net~~we ofhad ~~accumulated depreciation of~~ $325.4 8 million. ~~The~~outstanding ~~present~~for ~~value~~those ofobligations ~~lease~~that ~~installments~~have ~~not~~repayments ~~yet~~ due ~~included~~on invarious ~~other~~dates ~~current~~through ~~liabilities~~September ~~and other liabilities in our consolidated balance sheet at March 31, 2025 amounts to $32~~2028.~~8 million.~~

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

~~Adjusted~~Constant-currency ~~EBITDA~~revenue growth and ~~adjusted~~constant-currency ~~free~~revenue ~~cash~~growth ~~flow~~excluding ~~presented~~acquisitions/divestitures ~~below,~~(which ~~and~~we ~~constant-currency~~refer ~~revenue~~to ~~growth~~above ~~and~~as organic constant-currency revenue growth), ~~excluding~~in ~~acquisitions/divestitures~~each case as defined and presented in the consolidated results of operations section above (~~which~~with wereconciliations ~~refer~~ to ~~above~~GAAP revenue growth), as ~~organic~~well ~~constant-currency~~as ~~revenue~~adjusted ~~growth)~~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.

42Adjusted 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 defined as net (loss) income 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 (loss) income and adjusted EBITDA for the three and nine months ended March 31, 2025 and 2024:~~34

In thousands	Three Months Ended March 31,				Nine Months Ended March 31,
	2025		2024		2025		2024
Net (loss) income	$	(8,020)	$	(5,181)	$	41,211	$	59,642
Exclude expense (benefit) impact of:
Income tax expense	12,144		10,610		42,290		35,527
(Gain) loss on early extinguishment of debt	(19)		—		498		(1,721)
Interest expense, net	26,995		30,158		87,575		89,946
Other expense (income), net	9,441		3,651		(10,745)		(2,377)
Depreciation and amortization	34,300		37,072		105,057		116,103
Share-based compensation expense	12,684		18,397		42,690		48,499
Certain impairments and other adjustments	2,369		(328)		2,938		786
Restructuring-related charges	466		128		728		277
Include certain items that are a part of other income, net:
Realized gains (losses) on currency derivatives (1)	340		(349)		(1,517)		2,646
Adjusted EBITDA	$	90,700	$	94,158	$	310,725	$	349,328

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 ~~gains (~~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.

43The 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:

The table below sets forth net cash provided by operating activities and adjusted free cash flow for the nine months ended March 31, 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)

In thousands	Nine Months Ended March 31,
	2025		2024
Net cash provided by operating activities	$	190,598	$	225,627
Purchases of property, plant and equipment	(68,211)		(44,425)
Capitalization of software and website development costs	(47,591)		(43,379)
Proceeds from the sale of assets	2,357		6,419
Adjusted free cash flow	$	77,153	$	144,242

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 ~~March~~September 3130, 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 ~~March~~September 3130, 2025, we had $1,~~075~~070.51 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 ~~March~~September 3130, 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 ~~March~~September 3130, 2025, would result in aan $8.40 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) ~~income~~ 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) ~~income~~, net, on the mark-to-market of outstanding contracts and (ii) realized gains and losses recognized in other income (expense) ~~income~~, 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.

44•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.

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 (expense) income, 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 (expense) income, 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) used to hedge certain non-U.S. dollar loans with cross-currency swaps 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 $14.9 million on our income before income taxes for the three and nine months ended March 31, 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 ~~March~~September 3130, 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 March 31, 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.

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 ~~March~~September 3130, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1A. Risk Factors

We are updating the following risk factors disclosed in our Form 10-K for the fiscal year ended June 30, 2024 (“Form 10-K”), as previously updated in our Form 10-Q for the quarter ended December 31, 2024. You should carefully consider the risks set forth in our Form 10-K and the following risks, together with all the other information in this report, including our consolidated financial statements and notes thereto. If any of the risks materialize in the future, our operating results, financial condition and liquidity could be materially and adversely affected.

We manage our business for long-term results, and our quarterly and annual financial results often fluctuate, which has led, and may continue to lead, to volatility in our share price.

Our revenue and operating results often vary significantly from period to period due to a number of factors, and as a result comparing our financial results on a period-to-period basis may not be meaningful. We prioritize our

uppermost financial objective of maximizing our intrinsic value per share even at the expense of shorter-term results. Many of the factors that lead to period-to-period fluctuations are outside of our control; however, some factors are inherent in our business strategies. Some of the specific factors that have caused, and/or could cause, our operating results to fluctuate from quarter to quarter or year to year include among others:

•investments in our business in the current period intended to generate longer-term returns, where costs in the near term are not offset by revenue or cost savings until future periods, if at all

•costs to produce and deliver our products and provide our services

•our ability to attract and retain customers and generate purchases

•shifts in revenue mix toward less profitable products and brands

•supply chain challenges

•our pricing and marketing strategies and those of our competitors

•variations in the demand for our products and services, including potential declines from pricing changes and/or surcharges related to tariffs or other trade policies of the U.S. or other countries

•currency and interest rate fluctuations, which affect our revenue, costs, and fair value of our assets and liabilities

•changes in U.S. and other countries' trade policies, including the types, amounts, and durations of any tariffs imposed on our products or our supply chain materials

•our hedging activity

•the commencement or termination of agreements with our strategic partners, suppliers, and others

•our ability to manage our production, fulfillment, and support operations

•general economic conditions, including volatility or economic downturns in some or all of our markets

•expenses and charges related to our compensation arrangements with our executives and employees

•costs and charges resulting from litigation

•changes in our effective income tax rate or tax-related benefits or costs

•costs to acquire businesses or integrate our acquired businesses

•financing costs

•impairments of our tangible and intangible assets including goodwill

•the results of our minority investments and joint ventures

Some of our expenses, such as building leases, depreciation related to previously acquired property and equipment, and personnel costs, are relatively fixed. As a result, we sometimes have been, and may in the future be, unable or unwilling to adjust operating expenses to offset any revenue shortfall. Accordingly, any shortfall in revenue may cause significant variation in operating results in any period. Our operating results have, at times, fallen below the expectations of public market analysts and investors, which has led to declines in the price of our ordinary shares in the past and may do so again in the future.

Our global operations and decentralized organizational structure place a significant strain on our management, employees, facilities, and other resources and subject us to additional risks.

We are a global company with production facilities, offices, employees, and localized websites in many countries across six continents, and we manage our businesses and operations in a decentralized, autonomous manner. We are subject to a number of risks and challenges that relate to our global operations, decentralization, and complexity including, among others:

•difficulty managing operations in, and communications among, multiple businesses, locations, and time zones

•challenges of ensuring speed, nimbleness, and entrepreneurialism in a large and complex organization

•difficulty complying with multiple tax laws, treaties, and regulations and limiting our exposure to onerous or unanticipated taxes, duties, tariffs, and other costs

•our failure to maintain sufficient financial and operational controls and systems to manage our decentralized businesses and comply with our obligations as a public company

•the challenge of complying with disparate laws in multiple countries, such as local regulations that may impair our ability to conduct our business or impact the willingness of third parties to conduct business with us, protectionist laws that favor local businesses, and restrictions imposed by local labor laws

•the challenge of maintaining management's focus on our strategic and operational priorities and minimizing lower priority distractions

•disruptions caused by political and social instability and war that have occurred or may occur in some countries

•exposure to corrupt business practices that may be common in some countries or in some sales channels and markets, such as bribery or the willful infringement of intellectual property rights

•difficulty repatriating cash from some countries

•changes in governmental trade policies, particularly across North America, China and Europe, difficulty importing and exporting our products and supply chain materials across country borders and difficulty complying with customs regulations in the many countries where we produce and/or sell products

•increasing prices, disruptions or cessation of important components of our international supply chain

•failure of local laws to provide a sufficient degree of protection against infringement of our intellectual property

In addition, we are exposed to fluctuations in currency exchange rates that have impacted, and may continue to impact, items such as the translation of our revenue and expenses, remeasurement of our intercompany balances, and the value of our cash and cash equivalents and other assets and liabilities denominated in currencies other than the U.S. dollar, our reporting currency. The hedging activities we engage in sometimes have not mitigated, and may in the future not mitigate, the net impact of currency exchange rate fluctuations, and our financial results sometimes have differed, and may in the future differ, materially from expectations as a result of such fluctuations.

The trade and tariff situation has been changing frequently, remains in flux and is highly unpredictable. The U.S. presidential administration has announced and/or implemented new and/or increased tariffs on goods imported into the United States, which has generated various trade and tariff-related responses from other countries. Certain of the recent tariffs were imposed pursuant to the International Emergency Economic Powers Act (50 U.S.C. § 1701 et seq.) (IEEPA), and 50 U.S.C. § 1702(b)(3) explicitly precludes the President from regulating the importation of "informational materials" under IEEPA. Any change to the statutory basis upon which the U.S. presidential administration relies for imposing tariffs could materially and adversely impact our financial results if we are unable to rely upon the "informational materials" exclusion for most of our U.S. imported printed products and such products were not otherwise exempt from tariffs under the United States-Mexico-Canada Agreement. Trade-related changes could also adversely affect the availability of the de minimis exemption from import taxes and duties codified in 19 U.S.C. § 1321(a)(2)(C), which currently benefits our business. We own manufacturing facilities throughout the world, including one in Ontario, Canada that primarily services our Vista business, and others in Mexico, the United States, Australia, Brazil and throughout Europe. If the United States imposes and enforces significant tariffs applicable to imports from Canada, Mexico, China or any of the other countries in which we manufacture our products and/or source materials for any meaningful period, we would incur increased costs in operating our business and our financial results would likely be materially and adversely impacted. In addition, if other countries impose and enforce increased or additional tariffs for any meaningful period, our business would likely be adversely affected. In addition to changes in U.S. trade policy, other changes to U.S. policy may impact, among other things, the U.S. and global economy, international trade relations, unemployment, immigration, healthcare, taxation, the U.S. regulatory environment, inflation and other areas. At this time we cannot predict the impact, if any, of any of these potential changes to our business. Until we know what policy changes are made and enforced and how those changes impact our business and the business of our competitors over the long term, we will not know if, overall, we will benefit from them or be negatively affected by them.

Supply chain disruptions have impaired, and may in the future impair, our ability to source raw materials.

A number of factors have impacted in the past, and could impact in the future, the availability of materials we use in our business, including rising costs and other inflationary pressures, changes in trade policies such as new or increased tariffs on materials we use in our business, rationing measures, labor shortages, civil unrest and war, and climate change. Our inability to source sufficient materials for our business in a timely manner, or at all, would significantly impair our ability to fulfill customer orders and sell our products, which would reduce our revenue and harm our financial results.

Changes in tax laws, regulations and treaties have affected, and may in the future affect, our effective tax rate and our results of operations.

Changes in tax laws, treaties or regulations, or their interpretation, of any country in which we operate could have a materially adverse impact on us, including increasing our tax burden, increasing costs of our tax compliance, or otherwise adversely affecting our financial condition, results of operations, and cash flows. There are currently multiple initiatives for comprehensive tax reform underway in key jurisdictions where we have operations, and we cannot predict whether any other specific legislation will be enacted or the terms of any such legislation. Furthermore, with the change in the U.S. presidential administration and composition of the U.S. Congress, the administration may make changes to U.S. tax law, regulations, treaties and policies. Although we cannot predict the impact, if any, of these changes to our business, they could adversely affect our business. In addition, the application of sales, value added, or other consumption taxes to e-commerce businesses, such as Cimpress, is a complex and evolving issue. When and if a government entity claims that we should have been collecting such taxes on the sale of our products in a jurisdiction where we have not been doing so, we have incurred, and may in the future incur, substantial tax liabilities for past sales.

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 ~~new~~ 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 ~~March~~September 3130, 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)
January 1, 2025 through January 31, 2025	57,474	$	68.66	57,474	$	136.1
July 1, 2025 through July 31, 2025	—	$	—	—	$	115.3
February 1, 2025 through February 28, 2025	—	—		—	136.1
August 1, 2025 through August 31, 2025	45,000	60.58		45,000	112.6
March 1, 2025 through March 31, 2025	—	—		—	136.1
September 1, 2025 through September 30, 2025	—	—		—	112.6
Total	5745,~~474~~000	$	6860.6658	5745,~~474~~000	$	~~136~~112.16

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

48__________________

*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.

~~May~~October 130, 2025 Cimpress plc


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

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