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Item 1. Financial Statements

2025-01-31 compared with 2024-10-31 · 230 added, 159 removed, 593 unchanged (40% of the section changed)

2 unchanged sentences

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

September 30,

2024 June 30,

49 unchanged sentences

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

Three Months Ended September 30,

Three Months Ended December 31, Six Months Ended December 31,

2024 2023 2024 2023

Revenue $ 939,159 $ 921,363 $ 1,744,128 $ 1,678,657

6 unchanged sentences

Income from operations 80,949 107,679 120,288 141,779

Other (expense) income, net ( 11,492 ) 6,419

Other income (expense), net 31,678 ( 391 ) 20,186 6,028

Interest expense, net ( 29,165 ) ( 30,588 ) ( 60,580 ) ( 59,788 )

Gain on early extinguishment of debt 179 1,372

(Loss) income before income taxes ( 3,389 ) 12,691

(Loss) gain on early extinguishment of debt ( 696 ) 349 ( 517 ) 1,721

Income before income taxes 82,766 77,049 79,377 89,740

Income tax expense 21,151 16,795 30,146 24,917

Net (loss) income ( 12,384 ) 4,569

Net income 61,615 60,254 49,231 64,823

Net (income) attributable to noncontrolling interests ( 558 ) ( 2,149 ) ( 723 ) ( 2,164 )

Net (loss) income attributable to Cimpress plc $ ( 12,549 ) $ 4,554

Basic net (loss) income per share attributable to Cimpress plc $ ( 0.50 ) $ 0.17

Diluted net (loss) income per share attributable to Cimpress plc $ ( 0.50 ) $ 0.17

Net income attributable to Cimpress plc $ 61,057 $ 58,105 $ 48,508 $ 62,659

Basic net income per share attributable to Cimpress plc $ 2.45 $ 2.18 $ 1.94 $ 2.36

Diluted net income per share attributable to Cimpress plc $ 2.36 $ 2.14 $ 1.86 $ 2.31

Weighted average shares outstanding — basic 24,965,612 26,609,929 25,066,729 26,539,349

2 unchanged sentences

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

Three Months Ended September 30,

Three Months Ended December 31, Six Months Ended December 31,

2024 2023 2024 2023

Cost of revenue $ 208 $ 229 $ 431 $ 396

3 unchanged sentences

See accompanying notes.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited in thousands)

Three Months Ended September 30,

Net (loss) income $ ( 12,384 ) $ 4,569

Other comprehensive (loss) income, net of tax:

Foreign currency translation gains (losses), net of hedges 6,712 ( 3,787 )

Net unrealized (losses) gains on derivative instruments designated and qualifying as cash flow hedges ( 8,399 ) 7,679

Amounts reclassified from accumulated other comprehensive loss to net (loss) income for derivative instruments 284 ( 3,548 )

Comprehensive (loss) income ( 13,787 ) 4,913

Comprehensive (income) loss attributable to noncontrolling interests ( 558 ) 79

Total comprehensive (loss) income attributable to Cimpress plc $ ( 14,345 ) $ 4,992

Three Months Ended December 31, Six Months Ended December 31,

2024 2023 2024 2023

Net income $ 61,615 $ 60,254 $ 49,231 $ 64,823

Other comprehensive income, net of tax:

Foreign currency translation losses, net of hedges ( 21,893 ) ( 2,053 ) ( 15,181 ) ( 5,840 )

Net unrealized gains (losses) on derivative instruments designated and qualifying as cash flow hedges 7,213 ( 10,271 ) ( 1,186 ) ( 2,592 )

Amounts reclassified from accumulated other comprehensive loss to net income for derivative instruments 285 55 569 ( 3,493 )

Comprehensive income 47,220 47,985 33,433 52,898

Comprehensive income attributable to noncontrolling interests 35 ( 2,481 ) ( 523 ) ( 2,402 )

Total comprehensive income attributable to Cimpress plc $ 47,255 $ 45,504 $ 32,910 $ 50,496

See accompanying notes.

17 unchanged sentences

Balance at September 30, 2023 44,554 $ 615 ( 17,971 ) $ ( 1,363,550 ) $ 543,754 $ 239,620 $ ( 34,622 ) $ ( 614,183 )

Issuance of ordinary shares due to share option exercises, net of shares withheld for taxes — — — — 6 — — 6

Share-based awards vested, net of shares withheld for taxes 50 6 — — ( 1,792 ) — — ( 1,786 )

Share-based compensation expense — — — — 18,051 — — 18,051

Net income attributable to Cimpress plc — — — — — 58,105 — 58,105

Redeemable noncontrolling interest accretion to redemption value — — — — — ( 135 ) — ( 135 )

Net unrealized loss on derivative instruments designated and qualifying as cash flow hedges — — — — — — ( 10,216 ) ( 10,216 )

Foreign currency translation, net of hedges — — — — — — ( 2,385 ) ( 2,385 )

Balance at December 31, 2023 44,604 $ 621 ( 17,971 ) $ ( 1,363,550 ) $ 560,019 $ 297,590 $ ( 47,223 ) $ ( 552,543 )

See accompanying notes.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT (CONTINUED)

(unaudited in thousands)

Ordinary Shares Treasury Shares

Issued Amount Number

Shares Issued Amount Additional

Capital Retained

Earnings Accumulated Other

Comprehensive

Shareholders’

Balance at June 30, 2024 43,051 $ 604 ( 17,971 ) $ ( 1,363,550 ) $ 570,283 $ 272,881 $ ( 30,364 ) $ ( 550,146 )

8 unchanged sentences

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 )

Restricted share units 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.

1 unchanged sentence

(unaudited in thousands)

Three Months Ended September 30,

Six Months Ended December 31,

Operating activities

Net (loss) income

$ ( 12,384 ) $ 4,569

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

Net income $ 49,231 $ 64,823

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 70,757 79,031

1 unchanged sentence

Deferred taxes 3,373 ( 2,115 )

Gain on early extinguishment of debt

( 260 ) ( 1,372 )

Unrealized loss (gain) on derivatives not designated as hedging instruments included in net (loss) income

Loss (gain) on early extinguishment of debt

123 ( 1,721 )

Unrealized (gain) loss on derivatives not designated as hedging instruments included in net income ( 12,313 ) 4,868

Effect of exchange rate changes on monetary assets and liabilities denominated in non-functional currency ( 9,448 ) ( 10,663 )

12 unchanged sentences

Proceeds from maturity of held-to-maturity investments 4,500 25,916

Proceeds from the settlement of derivatives designated as hedging instruments

Net cash used in investing activities ( 63,061 ) ( 30,395 )

7 unchanged sentences

Payments of finance lease obligations ( 4,158 ) ( 4,880 )

Purchase of noncontrolling interests ( 4,058 ) —

Purchase of ordinary shares ( 52,987 ) —

4 unchanged sentences

Effect of exchange rate changes on cash ( 3,112 ) 4,245

Net decrease in cash and cash equivalents ( 50,824 ) ( 5,114 )

Net increase in cash and cash equivalents 20,654 143,895

Cash and cash equivalents at beginning of period 203,775 130,313

3 unchanged sentences

(unaudited in thousands)

Three Months Ended September 30,

Six Months Ended December 31,

Supplemental disclosures of cash flow information

2 unchanged sentences

Cash received for interest

Cash (received) paid for income taxes

( 1,829 ) 15,794

Cash paid for income taxes 11,386 26,434

Non-cash investing and financing activities

11 unchanged sentences

Basis of Presentation

The consolidated financial statements include the accounts of Cimpress plc, its wholly owned subsidiaries, entities in which we maintain a controlling financial interest, and those entities in which we have a variable interest and are the primary beneficiary.

The consolidated financial statements include the accounts of Cimpress plc, its wholly owned subsidiaries, entities in which we maintain a controlling financial interest.

Intercompany balances and transactions have been eliminated.

9 unchanged sentences

Ordinary Shares

During the three months ended September 30, 2024, we repurchased 123,325 of our ordinary shares on the open market for $ 10,620 .

The repurchased shares were immediately retired after repurchase and therefore have been classified as authorized and unissued shares as of September 30, 2024.

Other (Expense) Income, Net

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

Three Months Ended September 30,

(Losses) gains on derivatives not designated as hedging instruments (1)

$ ( 20,569 ) $ 8,312

Currency-related gains (losses), net (2)

During the six months ended December 31, 2024, we repurchased 657,193 of our ordinary shares on the open market and through privately negotiated transactions for $ 52,987 .

The repurchased shares were immediately retired after repurchase and therefore have been classified as authorized and unissued shares as of December 31, 2024.

Subsidiary Equity Option Awards

During the second quarter of fiscal 2025, we granted subsidiary-level option awards, which provides the founder 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 fair value of the share option is determined as of the grant date using the Black-Scholes valuation model and the fair value is recognized ratably as expense over the non-compete period, as the provision is deemed to be substantive.

No material expense was recognized for any period presented.

Other Income (Expense), Net

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

Three Months Ended December 31, Six Months Ended December 31,

2024 2023 2024 2023

Total other (expense) income, net

Gains (losses) on derivatives not designated as hedging instruments (1) $ 33,632 $ ( 13,668 ) $ 13,063 $ ( 5,356 )

Currency-related (losses) gains, net (2) ( 2,107 ) 13,062 6,560 10,363

153 215 563 1,021

Total other income (expense), net $ 31,678 $ ( 391 ) $ 20,186 $ 6,028

_____________________

(1) Includes realized and unrealized gains and losses on derivative currency forward and option contracts not designated as hedging instruments.

For contracts not designated as hedging instruments, we realized (losses) gains of $( 2,232 ) and $ 2,050 for the three months ended September 30, 2024 and 2023, respectively.

For contracts not designated as hedging instruments, we realized gains of $ 2,981 and $ 749 for the three and six months ended December 31, 2024, respectively, and losses of $ 2,539 and $ 488 for the three and six months ended December 31, 2023, respectively.

Refer to Note 4 for additional details relating to our derivative contracts.

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

In addition, during the three months ended September 30, 2023, we recognized gains of $ 1,936 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 current quarter.

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

In addition, during the three and six months ended December 31, 2023, we recognized gains of $ 2,230 and $ 294 , respectively, 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 six months ended December 31, 2024.

Refer to Note 4 for additional details regarding our cash flow hedges.

Net (Loss) Income Per Share Attributable to Cimpress plc

Basic net (loss) income per share 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.

Net Income Per Share Attributable to Cimpress plc

Basic net income per share attributable to Cimpress plc is computed by dividing net income attributable to Cimpress plc by the weighted-average number of ordinary shares outstanding for the respective period.

Diluted net 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.

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

Three Months Ended September 30,

Three Months Ended December 31, Six Months Ended December 31,

2024 2023 2024 2023

Weighted average shares outstanding, basic

1 unchanged sentence

Weighted average shares issuable upon exercise/vesting of outstanding share options/PSUs/RSUs/warrants (1) 940,539 569,144 1,078,723 589,915

Shares used in computing diluted net (loss) income per share attributable to Cimpress plc 25,167,845 27,079,455

Weighted average anti-dilutive shares excluded from diluted net (loss) income per share attributable to Cimpress plc (1) 1,224,628 187,649

Shares used in computing diluted net income per share attributable to Cimpress plc 25,906,151 27,179,073 26,145,452 27,129,264

Weighted average anti-dilutive shares excluded from diluted net income per share attributable to Cimpress plc 299,877 192,204 153,799 189,927

__________________

(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.

(1) On May 1, 2020, we entered into a financing arrangement which included 7-year warrants to purchase 1,055,377 of our ordinary shares with a strike price of $ 60 that have a potentially dilutive impact on our weighted average shares outstanding.

For the three months ended September 30, 2024, the average market price of our ordinary shares was higher than the strike price of the warrants and the weighted average anti-dilutive effect of the warrants (anti-dilutive due to our net loss position) was 341,158 .

For the three months ended September 30, 2023, the average market price of our ordinary shares was higher than the strike price of the warrants, and the weighted average dilutive effect of the warrants was 98,319 .

The weighted average dilutive effect of the warrants for the three and six months ended December 31, 2024 were 248,156 and 294,657 , respectively, and for the three and six months ended December 31, 2023 were 146,506 and 122,412 , respectively.

Recently Issued or Adopted Accounting Pronouncements

Accounting Standards to be Adopted

In November 2024, the FASB issued Accounting Standards Update No.

2024-03 "Income Statement (Subtopic 220-40):

Disaggregation of Income Statement Expenses" (ASU 2024-03), which requires disaggregated disclosure of income statement expenses into specified categories.

The expanded disclosure requirements will be effective starting with our annual report for the fiscal year ending June 30, 2028, as well as each interim period thereafter.

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

In December 2023, the FASB issued Accounting Standards Update No.

2023-09 "Income Taxes (Topic 740):

Improvements to Income Tax Disclosures" (ASU 2023-09), which provides authoritative guidance about expanded annual disclosure requirements for the income tax rate reconciliation and income taxes paid by jurisdiction.

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.

4 unchanged sentences

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.

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

We will include all required disclosures in our upcoming annual report under the retrospective transition method for the fiscal year ending June 30, 2025.

Fair Value Measurements

7 unchanged sentences

The following tables summarize our assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy.

September 30, 2024

December 31, 2024

Total Quoted Prices in

5 unchanged sentences

Currency forward contracts 12,722 — 12,722 —

Currency option contracts 2,146 — 2,146 —

Total assets recorded at fair value $ 31,857 $ — $ 31,857 $ —

17 unchanged sentences

Total liabilities recorded at fair value $ ( 3,036 ) $ — $ ( 3,036 ) $ —

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

During the six months ended December 31, 2024 and 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.

2 unchanged sentences

In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements.

Although we have determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to appropriately reflect both our own nonperformance risk and the

respective counterparties' nonperformance risk in the fair value measurement.

However, as of September 30, 2024, 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.

However, as of December 31, 2024, 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.

Our held-to-maturity marketable securities are recognized at an amortized cost.

As of September 30, 2024, we had no held-to-maturity securities.

As of December 31, 2024, we had no held-to-maturity securities.

The following is a summary of the net carrying amount, unrealized losses, and fair value of held-to-maturity securities by type and contractual maturity as of June 30, 2024.

The fair value was determined using quoted prices for identical assets in active markets, which fall into Level 1 under the fair value hierarchy.

We did not record an allowance for credit losses and impairments for these marketable securities during the three months ended September 30, 2024 and 2023.

We did not record an allowance for credit losses and impairments for these marketable securities during the three and six months ended December 31, 2024 and 2023.

June 30, 2024

4 unchanged sentences

Total held-to-maturity securities $ 4,500 $ ( 5 ) $ 4,495

As of September 30, 2024 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 September 30, 2024 and June 30, 2024, the carrying value of our debt, excluding debt issuance costs and debt premiums and discounts, was $ 1,617,457 and $ 1,616,607 , respectively, and the fair value was $ 1,628,102 and $ 1,617,364 , respectively.

Our debt at September 30, 2024 includes variable-rate debt instruments indexed to Term SOFR and Euribor that reset periodically, as well as fixed-rate debt instruments.

As of December 31, 2024 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 December 31, 2024 and June 30, 2024, the carrying value of our debt, excluding debt issuance costs and debt premiums and discounts, was $ 1,610,463 and $ 1,616,607 , respectively, and the fair value was $ 1,610,975 and

$ 1,617,364 , respectively.

Our debt at December 31, 2024 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.

4 unchanged sentences

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 have designated one intercompany loan as a net investment hedge, and any unrealized currency gains and losses on the loan are recorded in accumulated other comprehensive loss.

At times, we have designated intercompany loans 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 (expense) income, net.

The change in the fair value of derivatives not designated as hedges is recognized directly in earnings as a component of other income (expense), net.

Hedges of Interest Rate Risk

5 unchanged sentences

Amounts reported in accumulated other comprehensive loss related to interest rate swap contracts will be reclassified to interest expense, net as interest payments are accrued or made on our variable-rate debt.

As of September 30, 2024, we estimate that $ 1,935 of income will be reclassified from accumulated other comprehensive loss to interest expense, net during the twelve months ending September 30, 2025.

As of September 30, 2024, we had ten effective outstanding interest rate swap contracts that were indexed to Term or Daily SOFR.

As of December 31, 2024, we estimate that $ 2,786 of income will be reclassified from accumulated other comprehensive loss to interest expense, net during the twelve months ending December 31, 2025.

As of December 31, 2024, we had nine 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.

1 unchanged sentence

Notional Amounts

Contracts accruing interest as of September 30, 2024 (1)

Contracts accruing interest as of December 31, 2024 (1)

Contracts with a future start date 380,000

1 unchanged sentence

________________________

(1) Based on contracts outstanding as of September 30, 2024, the notional value of our contracted interest rate swaps accruing interest will fluctuate between $215,000 and $380,000 through April 2028 based on layered start dates and maturities.

(1) Based on contracts outstanding as of December 31, 2024, the notional value of our contracted interest rate swaps accruing interest will fluctuate between $215,000 and $380,000 through April 2028 based on layered start dates and maturities.

Hedges of Currency Risk

5 unchanged sentences

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.

As of September 30, 2024, we had one outstanding cross-currency swap contract designated as a net investment hedge with a total notional amount of $ 264,851 , maturing during June 2028.

As of December 31, 2024, 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.

6 unchanged sentences

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.

As of September 30, 2024, we have one intercompany loan designated as a net investment hedge with a total notional amount of $ 51,569 that matures in May 2028.

We have elected to not apply hedge accounting for all other currency forward and option contracts.

During the three months ended September 30, 2024 and 2023, we experienced volatility within other (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.

During the three and six months ended December 31, 2024 and 2023, we experienced volatility within other income (expense), net, in our consolidated statements of operations from unrealized gains and losses on the mark-to-market of outstanding currency forward and option contracts.

We expect this volatility to continue in future periods for contracts for which we do not apply hedge accounting.

4 unchanged sentences

Our adjusted EBITDA hedging approach results in addressing nearly all of our forecasted Euro and GBP net exposures for the upcoming twelve months, with a declining hedged percentage out to twenty-four months.

For certain other

currencies with a smaller net impact, we hedge nearly all of our forecasted net exposures for the upcoming six months, with a declining hedge percentage out to fifteen months.

As of September 30, 2024, 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.

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 December 31, 2024, 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

$ 806,847 December 2022 through September 2024 Various dates through September 2026 655 Various

$ 512,769 March 2023 through December 2024 Various dates through December 2026 653 Various

Financial Instrument Presentation

The table below presents the fair value of our derivative financial instruments as well as their classification on the balance sheet as of September 30, 2024 and June 30, 2024.

The table below presents the fair value of our derivative financial instruments as well as their classification on the balance sheet as of December 31, 2024 and June 30, 2024.

Our derivative asset and liability balances fluctuate with interest rate and currency exchange rate volatility.

September 30, 2024

December 31, 2024

Asset Derivatives Liability Derivatives

23 unchanged sentences

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, 2024 and 2023.

Three Months Ended September 30,

Three Months Ended December 31, Six Months Ended December 31,

2024 2023 2024 2023

Derivatives in cash flow hedging relationships

6 unchanged sentences

Total $ 9,957 $ ( 19,590 ) $ ( 571 ) $ ( 7,217 )

The following table presents reclassifications out of accumulated other comprehensive loss for the three months ended September 30, 2024 and 2023.

The following table presents reclassifications out of accumulated other comprehensive loss for the three and six months ended December 31, 2024 and 2023.

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,

Three Months Ended December 31, Six Months Ended December 31,

2024 2023 2024 2023

Derivatives in cash flow hedging relationships

Interest rate swaps $ 322 $ ( 2,274 ) $ 643 $ ( 4,496 ) Interest expense, net

Cross-currency swaps — ( 1,936 ) Other (expense) income, net

Total before income tax 321 ( 4,159 ) (Loss) income before income taxes

Cross-currency swaps — 2,230 — 294 Other income (expense), net

Total before income tax 322 ( 44 ) 643 ( 4,202 ) Income before income taxes

Income tax ( 37 ) 98 ( 74 ) 709 Income tax expense

Total $ 285 $ 54 $ 569 $ ( 3,493 )

The following table presents the adjustment to fair value recorded within the consolidated statements of operations for the three months ended September 30, 2024 and 2023 for derivative instruments for which we did not elect hedge accounting.

Amount of Gain (Loss) Recognized in Net Income (Loss)

The following table presents the adjustment to fair value recorded within the consolidated statements of operations for the three and six months ended December 31, 2024 and 2023 for derivative instruments for which we did not elect hedge accounting.

Amount of Gain (Loss) Recognized in Net Incom

Affected line item in the

Statement of Operations

Three Months Ended September 30,

Currency contracts $ ( 20,569 ) $ 8,312 Other (expense) income, net

Three Months Ended December 31, Six Months Ended December 31,

2024 2023 2024 2023

Currency contracts $ 33,632 $ ( 13,668 ) $ 13,063 $ ( 5,356 ) Other income (expense), net

Total $ 33,632 $ ( 13,668 ) $ 13,063 $ ( 5,356 )

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 $ 251 for the three months ended September 30, 2024 :

The following table presents a roll forward of amounts recognized in accumulated other comprehensive loss by component, net of tax of $ 580 for the six months ended December 31, 2024 :

Gains on cash flow hedges (1) Gains (losses) on pension benefit obligation Translation adjustments, net of hedges (2) Total

1 unchanged sentence

$ 10,789 $ ( 706 ) $ ( 40,447 ) $ ( 30,364 )

Other comprehensive (loss) income before reclassifications

( 8,399 ) — 6,319 ( 2,080 )

Amounts reclassified from accumulated other comprehensive loss to net (loss) income

Net current period other comprehensive (loss) income

( 8,115 ) — 6,319 ( 1,796 )

Balance as of September 30, 2024

Other comprehensive loss before reclassifications ( 1,186 ) — ( 14,981 ) ( 16,167 )

Amounts reclassified from accumulated other comprehensive loss to net income 569 — — 569

Net current period other comprehensive loss ( 617 ) — ( 14,981 ) ( 15,598 )

Balance as of December 31, 2024

$ 10,172 $ ( 706 ) $ ( 55,428 ) $ ( 45,962 )

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

(2) As of September 30, 2024 and June 30, 2024, the translation adjustment is inclusive of both the realized and unrealized effects of our net investment hedges.

Gains on currency forward and swap contracts designated as net investment hedges, net of tax, of $ 8,751 and $ 15,042 have been included in accumulated other comprehensive loss as of September 30, 2024 and June 30, 2024.

Intercompany loan hedge gains, net of tax, of $ 39,415 and $ 48,270 have been included in accumulated other comprehensive loss as of September 30, 2024 and June 30, 2024, respectively.

The carrying amount of goodwill by reportable segment as of September 30, 2024 and June 30, 2024 was as follows:

(2) As of December 31, 2024 and June 30, 2024, the translation adjustment is inclusive of both the realized and unrealized effects of our net investment hedges.

Gains on currency forward and swap contracts designated as net investment hedges, net of tax, of $ 21,875 and $ 15,042 have been included in accumulated other comprehensive loss as of December 31, 2024 and June 30, 2024, respectively.

Intercompany loan hedge gains, net of tax, of $ 42,159 and $ 48,270 have been included in accumulated other comprehensive loss as of December 31, 2024 and June 30, 2024, respectively.

The carrying amount of goodwill by reportable segment as of December 31, 2024 and June 30, 2024 was as follows:

Vista PrintBrothers The Print Group All Other Businesses Total

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Effect of currency translation adjustments (1) ( 1,144 ) ( 4,115 ) ( 4,271 ) — ( 9,530 )

Balance as of September 30, 2024

Balance as of December 31, 2024

$ 294,141 $ 145,129 $ 143,417 $ 194,921 $ 777,608

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Accrued expenses included the following:

September 30, 2024 June 30, 2024

December 31, 2024 June 30, 2024

Compensation costs $ 71,930 $ 80,844

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Advertising costs (1) 27,531 23,524

27,354 23,524

Third-party manufacturing and digital content costs (1) 21,845 17,608

18,665 17,608

Shipping costs (1) 20,090 10,088

Interest payable (2) 11,162 3,658

Variable compensation incentives 7,324 9,263

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Professional fees 2,760 2,596

Interest payable 1,371 3,658

Other 49,449 46,670

Total accrued expenses $ 285,084 $ 245,931

Other current liabilities included the following:

September 30, 2024 June 30, 2024

Short-term derivative liabilities (1)

______________________

(1) The increase in income and indirect taxes, advertising, third party manufacturing, and shipping costs is due to increased sales volumes during our holiday peak season in the second quarter of our fiscal year.

(2) On September 26, 2024, we issued the 7.375% senior notes due 2032 to redeem all of the outstanding 7.0% senior notes due 2026.

The increase in interest payable as of December 31, 2024, is due to the interest on our 7.375% senior notes due 2032 being due on March 15, 2025 as compared to the interest on our 7.0% senior notes due 2026 being due June 15, 2024.

Refer to Note 8 for additional detail.

Other current liabilities included the following:

December 31, 2024 June 30, 2024

Mandatorily redeemable noncontrolling interest (1) $ 9,290 $ —

Current portion of finance lease obligations 8,329 8,323

Short-term derivative liabilities 4,732 4,833

Other 1,601 ( 20 )

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Other liabilities included the following:

September 30, 2024 June 30, 2024

December 31, 2024 June 30, 2024

Long-term finance lease obligations $ 23,587 $ 28,037

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________________________

(1) The increase in derivative liabilities is due to fluctuations in currency exchange rates.

Refer to Note 4 for additional details regarding our derivative instruments.

September 30, 2024 June 30, 2024

(1) During the current quarter, 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.

December 31, 2024 June 30, 2024

7.375% Senior Notes due 2032 $ 525,000 $ —

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_____________________

(1) On September 26, 2024, we completed a private placement of $ 525,000 in aggregate principal amount of 7.375% Senior Notes due 2032.

We used the net proceeds of this offering plus cash on hand to redeem the $ 522,135 of our 7.0% Senior Notes due 2026 and pay the associated interest and financing fees.

(2) During the three months ended September 30, 2024, we capitalized $ 9,682 in debt issuance costs, which related to the private placement of our 7.375% Senior Notes due 2032, as well as the amendment to our senior secured credit facility.

We wrote-off $ 2,187 of unamortized costs, which was offset by the write-off of $ 2,525 of debt premium related to the redemption of our 7.0% Senior Notes due 2026.

Refer to the description below for additional details.

(3) Balances as of September 30, 2024 and June 30, 2024 are inclusive of short-term debt issuance costs, debt premiums and discounts of $ 4,507 and $ 3,492 , respectively.

(1) Balances as of December 31, 2024 and June 30, 2024 are inclusive of short-term debt issuance costs, debt premiums and discounts of $ 4,887 and $ 3,492 , respectively.

Our various debt arrangements described below contain customary representations, warranties, and events of default.

As of September 30, 2024, we were in compliance with all covenants in our debt contracts, including those under 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.

As of December 31, 2024, we were in compliance with all covenants in our debt contracts, including those under 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 September 26, 2024, we entered into an amendment to our Restated Credit Agreement to extend the maturity date of our senior secured revolving credit facility to September 26, 2029 (subject to a springing maturity to the date that is 91 days prior to the maturity date of the term loan facility if the term loan facility has not been extended, repaid or refinanced on or prior to such date) and reduced the related credit spread and commitment fee on unused balances.

Our Restated Credit Agreement consists of the following as of September 30, 2024:

• a $ 1,032,311 USD Tranche that bears interest at Term SOFR (with a Term SOFR rate floor of 0.50 %) plus 3.00 %,

• a € 46,172 (U.S.

dollar equivalent of $ 51,569 ) Euro Tranche that currently bears interest at EURIBOR (with a EURIBOR floor of 0 %) plus 3.50 %, and

On December 16, 2024, we amended our Restated Credit Agreement to refinance our Term Loan B, which consists of a tranche denominated in U.S.

dollars ("USD Tranche") and as part of the amendment the size of the USD tranche was increased by $ 48,614 , 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%.

No other material changes were made to the terms of the Term Loan B or the Restated Credit Agreement, and the maturity date of the Term Loan B is still May 17, 2028.

As a result of this refinancing transaction, we recognized a loss on extinguishment of debt amounting to $ 696 , which consisted of the non-cash write-off of a portion of unamortized debt discount and deferred financing fees associated with prepaying the Euro Tranche as well as third-party legal fees that were associated with the modification of our debt.

Our Restated Credit Agreement consists of the following as of December 31, 2024:

• a $ 1,078,222 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.

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In addition, if any loans made under the Revolving Credit Facility are outstanding on the last day of any fiscal quarter, then we are subject to a financial maintenance covenant that the First Lien Leverage Ratio calculated as of the last day of such quarter does not exceed 3.25 to 1.00 .

As of September 30, 2024, the weighted-average interest rate on outstanding borrowings under the Restated Credit Agreement was 7.37 %, 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.

As of December 31, 2024, the weighted-average interest rate on outstanding borrowings under the Restated Credit Agreement was 6.45 %, 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.

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Other debt consists primarily of term loans acquired through our various acquisitions or used to fund certain capital investments.

As of September 30, 2024 and June 30, 2024, we had $ 8,577 and $ 9,845 , respectively, outstanding for those obligations that are payable through September 2027.

Our income tax expense was $ 8,995 and $ 8,122 for the three months ended September 30, 2024 and 2023, respectively.

Income tax expense increased versus the prior comparative period due to various immaterial discrete items in both periods and an increased full-year forecasted effective tax rate.

Excluding the effect of discrete tax adjustments, our estimated annual effective tax rate is higher for fiscal year 2025 than for fiscal year 2024 primarily due to increased forecasted full-year profits.

As of December 31, 2024 and June 30, 2024, we had $ 7,241 and $ 9,845 , respectively, outstanding for those obligations that are payable through September 2027.

Our income tax expense was $ 21,151 and $ 30,146 for the three and six months ended December 31, 2024, respectively, as compared to $ 16,795 and $ 24,917 for the three and six months ended December 31, 2023, respectively.

Income tax expense increased versus the prior comparative periods due to an increased full-year forecasted effective tax rate.

Excluding the effect of discrete tax adjustments, our estimated annual effective tax rate is higher for fiscal year 2025 than for fiscal year 2024 primarily due to increased Swiss tax as in the prior comparative periods we had a full valuation allowance in Switzerland, which was partially released in the quarter ended June 30, 2024.

O ur effective tax rate continues to be negatively impacted by losses in certain jurisdictions where we are unable to recognize a tax benefit in the current period.

These losses with no tax benefit were excluded in calculating income tax expense for the three months ended

September 30, 2024 and 2023, respectively, in accordance with U.S.

These losses with no tax benefit were excluded in calculating income tax expense for the three and six months ended December 31, 2024 and 2023, in

accordance with GAAP.

We continuously analyze our valuation allowance positions and the weight of objective and verifiable evidence of actual results against the more subjective evidence of anticipated future income.

As of September 30, 2024 we had unrecognized tax benefits of $ 16,272 , including accrued interest and penalties of $ 2,281 .

As of December 31, 2024 we had unrecognized tax benefits of $ 16,858 , including accrued interest and penalties of $ 2,356 .

We recognize interest and, if applicable, penalties related to unrecognized tax benefits in the provision for income taxes.

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Net income attributable to noncontrolling interests 553 170

Purchase of noncontrolling interest (2) ( 4,579 ) —

Foreign currency translation ( 174 ) ( 26 )

Balance as of September 30, 2024

Balance as of December 31, 2024

$ 18,710 $ 778

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Any change in the estimated redemption amount which exceeds the estimated fair value is recognized within net income attributable to noncontrolling interests.

(2) During the current quarter, 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.

Segment Information

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

As of September 30, 2024, we have numerous operating segments under our management reporting structure which are reported in the following five reportable segments:

As of December 31, 2024, 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.

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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.

We do present other segment information to the CODM, which includes

purchases of property, plant and equipment and capitalization of software and website development costs, and therefore include that information in the tables below.

Revenue by segment is based on the business-specific websites or sales channel through which the customer’s order was transacted.

The following tables set forth revenue by reportable segment, as well as disaggregation of revenue by major geographic region and reportable segment.

Three Months Ended September 30,

Three Months Ended December 31, Six Months Ended December 31,

2024 2023 (1)

$ 497,677 $ 485,445 $ 927,171 $ 882,295

PrintBrothers

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

Three Months Ended September 30, 2024

Three Months Ended December 31, 2024

Vista PrintBrothers The Print Group National Pen All Other Total

7 unchanged sentences

Total external revenue $ 497,023 $ 173,437 $ 92,012 $ 124,712 $ 51,975 $ 939,159

Three Months Ended September 30, 2023

Six Months Ended December 31, 2024

Vista PrintBrothers The Print Group National Pen All Other Total

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inter-segment elimination ( 1,557 ) ( 2,118 ) ( 9,781 ) ( 14,379 ) ( 15,134 ) ( 42,969 )

Total external revenue $ 925,614 $ 332,805 $ 172,919 $ 210,448 $ 102,342 $ 1,744,128

Three Months Ended December 31, 2023

Vista PrintBrothers The Print Group National Pen All Other Total

Revenue by Geographic Region:

North America $ 325,693 $ — $ — $ 59,229 $ 50,570 $ 435,492

Europe 131,138 164,378 90,026 63,482 — 449,024

Other 27,880 — — 2,031 6,936 36,847

Inter-segment (1) 734 1,173 2,109 5,354 2,256 11,626

Total segment revenue (1) 485,445 165,551 92,135 130,096 59,762 932,989

inter-segment elimination (1)

( 734 ) ( 1,173 ) ( 2,109 ) ( 5,354 ) ( 2,256 ) ( 11,626 )

Total external revenue $ 484,711 $ 164,378 $ 90,026 $ 124,742 $ 57,506 $ 921,363

Six Months Ended December 31, 2023

Vista PrintBrothers The Print Group National Pen All Other Total

Revenue by Geographic Region:

North America $ 614,748 $ — $ — $ 111,964 $ 92,784 $ 819,496

Europe 216,545 315,920 167,828 91,219 — 791,512

Other 49,770 — — 3,408 14,471 67,649

Inter-segment (1) 1,232 2,204 3,744 10,301 3,932 21,413

Total segment revenue (1) 882,295 318,124 171,572 216,892 111,187 1,700,070

inter-segment elimination (1)

( 1,232 ) ( 2,204 ) ( 3,744 ) ( 10,301 ) ( 3,932 ) ( 21,413 )

Total external revenue $ 881,063 $ 315,920 $ 167,828 $ 206,591 $ 107,255 $ 1,678,657

_____________________

(1) The prior period segment results have been adjusted to ensure comparability with the new methodology used for inter-segment transactions.

Refer to the discussion above for further details.

The following table includes segment EBITDA by reportable segment, total income from operations and total (loss) income before income taxes:

Three Months Ended September 30,

The following table includes segment EBITDA by reportable segment, total income from operations and total income before income taxes:

Three Months Ended December 31, Six Months Ended December 31,

2024 2023 (1)

Segment EBITDA:

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All Other Businesses

3,667 7,371 10,402 13,389

Inter-segment elimination

7 unchanged sentences

80,949 107,679 120,288 141,779

Other (expense) income, net ( 11,492 ) 6,419

Other income (expense), net 31,678 ( 391 ) 20,186 6,028

Interest expense, net ( 29,165 ) ( 30,588 ) ( 60,580 ) ( 59,788 )

Gain on early extinguishment of debt 179 1,372

(Loss) income before income taxes

$ ( 3,389 ) $ 12,691

(Loss) gain on early extinguishment of debt ( 696 ) 349 ( 517 ) 1,721

Income before income taxes $ 82,766 $ 77,049 $ 79,377 $ 89,740

_____________________

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Refer to the discussion above for further details.

Three Months Ended September 30,

Three Months Ended December 31, Six Months Ended December 31,

2024 2023 2024 2023

Depreciation and amortization:

6 unchanged sentences

Total depreciation and amortization $ 35,211 $ 39,089 $ 70,757 $ 79,031

Three Months Ended September 30,

Three Months Ended December 31, Six Months Ended December 31,

2024 2023 2024 2023

Purchases of property, plant and equipment:

6 unchanged sentences

Total purchases of property, plant and equipment $ 26,418 $ 11,390 $ 43,419 $ 33,955

Three Months Ended September 30,

Three Months Ended December 31, Six Months Ended December 31,

2024 2023 2024 2023

Capitalization of software and website development costs:

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

September 30, 2024 June 30, 2024

December 31, 2024 June 30, 2024

Long-lived assets (1):

1 unchanged sentence

$ 80,194 $ 77,095

Canada 64,996 54,848

Switzerland 64,645 67,201

Netherlands 55,986 60,974

Canada 57,455 54,848

Italy 38,084 37,380

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___________________

(1) Excludes goodwill of $ 804,806 and $ 787,138 , intangible assets, net of $ 72,071 and $ 76,560 , deferred tax assets of $ 97,003 and $ 95,059 , and equity method investments of $ 2,128 and $ 1,904 as of September 30, 2024 and June 30, 2024, respectively.

(1) Excludes goodwill of $ 777,608 and $ 787,138 , intangible assets, net of $ 65,940 and $ 76,560 , deferred tax assets of $ 90,227 and $ 95,059 , and equity method investments of $ 2,075 and $1,904 as of December 31, 2024 and June 30, 2024, respectively.

Commitments and Contingencies

6 unchanged sentences

All unpaid obligations to our supply chain finance provider are included in accounts payable in the consolidated balance sheets, and payments we make under the program are reflected as a reduction to net cash provided by operating activities in the consolidated statements of cash flows.

The outstanding obligations with our supply chain finance provider that are included in accounts payable in our consolidated balance sheets as of September 30, 2024 and June 30, 2024 were $ 62,389 and $ 62,848 , respectively.

The outstanding obligations with our supply chain finance provider that are included in accounts payable in our consolidated balance sheets as of December 31, 2024 and June 30, 2024 were $ 56,151 and $ 62,848 , respectively.

Purchase Obligations

At September 30, 2024, we had unrecorded commitments under contract of $ 231,826 , including inventory, third-party fulfillment and digital service purchase commitments of $ 94,562 ;

third-party cloud services of $ 46,075 ;

At December 31, 2024, we had unrecorded commitments under contract of $ 207,240 , including inventory, third-party fulfillment and digital service purchase commitments of $ 93,209 ;

software of $ 38,346 ;

production-related temporary labor of $10,278;

insurance costs of $9,595;

third-party cloud services of $ 36,628 ;

production and computer equipment purchases of $ 7,588 ;

insurance costs of $5,387;

professional and consulting fees of $ 5,162 ;

production-related temporary labor of $ 4,000 ;

advertising of $ 684 ;

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We expense the costs relating to our legal proceedings as those costs are incurred.

Related Party Transaction

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.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements