What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-01-29 compared with 2025-10-30 · 181 added, 125 removed, 306 unchanged (50% of the section changed)

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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.

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

As of December 31, 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.

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Refer to Note 11 in our accompanying consolidated financial statements for additional information relating to our reportable segments and our segment financial measures.

tariff environment remains fluid.

tariff environment continues to be fluid.

Cimpress businesses operate in the U.S., and we have fulfillment operations for U.S.

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Cimpress has multiple exemptions and exclusions from paying tariffs on many of the products we fulfill for U.S.

customers in Canada and

Canada and Mexico.

The primary impact of tariffs on Cimpress continues to be for promotional products that we source from China and several other countries.

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customers in May 2025 for Chinese-sourced goods and August 2025 for goods from other countries, we increased our pricing on impacted products.

To date, we have been able to minimize the impact of the new tariffs through supply chain optimization and pricing changes.

To date, we have been able to minimize most, but not all, of the impact of the new tariffs through supply chain optimization and pricing changes.

We are monitoring the status of tariffs, and we will remain nimble in our sourcing and pricing responses.

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Furthermore, we continue to believe that our scale-based advantages and the assets of our manufacturing, supply chain and procurement, and flexible technology infrastructure have become even clearer through this turbulence.

We remain confident that we can manage this effectively, even as facts and circumstances continue to change.

We remain confident that we can manage this effectively, even as facts and circumstances remain subject to change.

Financial Summary

The primary financial metric by which we set quarterly and annual budgets both for individual businesses and Cimpress wide is our adjusted free cash flow before net cash interest payments;

however, in evaluating the financial condition and operating performance of our business, management considers a number of metrics including revenue growth, constant-currency revenue growth, organic constant-currency revenue growth (which excludes the impact of acquisitions/divestitures), operating income, net income (loss), adjusted EBITDA, cash flow from operations, and adjusted free cash flow.

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, adjusted EBITDA, cash flow from operations, and adjusted free cash flow.

Reconciliations of our non-GAAP financial measures are included within the "Consolidated Results of Operations" and "Additional Non-GAAP Financial Measures" sections of Management's Discussion and Analysis.

A summary of these key financial metrics for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024 follows:

A summary of these key financial metrics for the three and six months ended December 31, 2025 as compared to the three and six months ended December 31, 2024 follows:

Second Quarter Fiscal Year 2026

• Revenue increased by 11% to $1,042.2 million.

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• Operating income increased by $7.1 million to $88.1 million.

• Net income decreased by $12.1 million to $49.5 million.

• Adjusted EBITDA (a non-GAAP financial measure) increased by $6.6 million to $138.8 million.

• Diluted net income per share attributable to Cimpress plc decreased by $0.41 to $1.95.

Year to Date Fiscal Year 2026

• Revenue increased by 9% to $1,905.5 million.

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

• Operating income increased by $16.8 million to $137.1 million.

• Net income increased by $6.8 million to $56.0 million.

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• Cash provided by operating activities increased by $8.8 million to $189.7 million.

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

For the three months ended September 30, 2025, the increase in reported consolidated revenue was primarily driven by revenue growth across most of our reportable segments.

The largest contributors of the revenue growth came from our Vista and PrintBrothers reportable segments.

Revenue growth in Vista was led by strong performance in promotional products, apparel and gifts (PPAG) and packaging and labels, which delivered growth across all major markets.

Our PrintBrothers reportable segment delivered revenue growth across all of their businesses, driven by the combination of increases in new customers and order volume growth.

The increase to operating income of $9.6 million during the three months ended September 30, 2025 was primarily driven by incremental gross profit due to revenue growth discussed above.

Across many of our businesses we continue to drive year-over-year advertising and operating expense efficiencies.

These efficiencies, including from reductions in the second half of the prior fiscal year, helped offset the overall increase in operating expenses as compared to the prior year period, in part due to higher cash compensation costs driven by the timing of our annual merit cycle.

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

This was partially offset by $8.8 million of higher income tax expense due primarily to increased income (loss) before income taxes.

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

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

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

• Adjusted free cash flow (a non-GAAP financial measure) decreased by $1.3 million to $106.6 million.

For the three and six months ended December 31, 2025, the increases in reported consolidated revenue were driven by external revenue growth across all of our reportable segments, as well as currency benefits and the addition of revenue from a recently acquired business in our PrintBrothers reportable segment.

The largest contributor of the organic constant currency revenue growth came from our Vista business and was driven by growth across all major markets.

Revenue growth continued to be strong across our assortment of elevated products, including double-digit growth in promotional products, apparel and gifts (PPAG) and packaging and labels.

The increases to operating income of $7.1 million and $16.8 million during the three and six months ended December 31, 2025, respectively, were primarily driven by incremental gross profit due to revenue growth discussed above.

Gross profit growth was dampened by the combination of increases in start-up costs associated with new manufacturing operations in North America, as well as the negative net effect from U.S.

tariffs in our National Pen business.

Across many of our businesses we continue to drive year-over-year operating expense efficiencies.

efficiencies, including from reductions in the second half of the prior fiscal year, helped offset the overall increase in operating expenses as compared to the prior year periods, in part due to higher cash compensation costs driven by the timing of our annual merit cycle.

The increases to operating income were negatively impacted by the hurricane that hit Jamaica in October 2025, a portion of which may be recoverable through insurance in future periods.

The $12.1 million net income decrease for the three months ended December 31, 2025 and $6.8 million increase for the six months ended December 31, 2025, as compared to the prior year periods, both were partly impacted by volatility from lower unrealized hedging gains, as well as the impact of the operating income increases described above, and lower interest expenses.

Adjusted EBITDA increased by $6.6 million and $17.5 million during the three and six months ended December 31, 2025, respectively, for similar reasons as the increase in operating income as described above, as well as $4.1 million and $7.0 million in year-over-year currency benefits, respectively.

Adjusted EBITDA benefitted $1.3 million in both periods from a tuck-in acquisition within the PrintBrothers segment, which was partially offset by approximately $2 million of impact from the hurricane that hit Jamaica in late October 2025.

During the six months ended December 31, 2025 , cash from operations increased $8.8 million year over year, primarily driven by the higher net income as described above, offset in part by less favorable changes in net working capital year over year of $12.6 million, primarily due to timing items, as well as higher cash taxes .

Adjusted free cash flow decreased by $1.3 million for the six months ended December 31, 2025, due to an $8.1 million increase in capitalized expenditures mainly from planned investments in new production equipment and facility expansion and a $2.1 million increase in capitalized software and website development costs, primarily driven by investments in our mass customization platform and related technology enhancements.

These increased investments were partially offset by the increase in cash from operations as described above.

Consolidated Results of Operations

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

Total revenue and revenue growth by reportable segment for the three months ended September 30, 2025 and 2024 are shown in the following tables.

Total revenue and revenue growth by reportable segment for the three and six months ended December 31, 2025 and 2024 are shown in the following tables.

The revenue by reportable segment includes inter-segment transactions, which is when one Cimpress business chooses to buy from or sell to another Cimpress business that is part of a different reportable segment.

These transactions are then eliminated in the inter-segment elimination line in the table below.

In thousands Three Months Ended September 30, Currency

These transactions are eliminated in the inter-segment elimination line in the tables below.

In thousands Three Months Ended December 31, Currency

Currency Impact of Acquisitions/Divestitures:

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Total revenue $ 1,042,202 $ 939,159 11% (5)% 6% (2)% 4%

In thousands Six Months Ended December 31, Currency

Currency Impact of Acquisitions/Divestitures:

Constant- Currency Revenue Growth

2025 2024 (1) %

Change (Favorable)/Unfavorable Revenue Growth (2)

(Favorable)/Unfavorable Excluding Acquisitions/Divestitures (3)

$ 987,736 $ 927,318 7% (2)% 5% —% 5%

PrintBrothers

404,614 334,940 21% (9)% 12% (5)% 7%

The Print Group

211,860 183,164 16% (8)% 8% —% 8%

254,123 225,085 13% (4)% 9% —% 9%

All Other Businesses

128,919 117,673 10% (1)% 9% —% 9%

Inter-segment eliminations

(81,773) (44,052)

Total revenue $ 1,905,479 $ 1,744,128 9% (4)% 5% (1)% 4%

_______________

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

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These non-GAAP financial measures should be considered supplemental to, and not a substitute for, our reported financial results prepared in accordance with GAAP.

For the three months ended September 30, 2025, the reported revenue growth of $58.3 million was primarily driven by revenue growth in our Vista and PrintBrothers reportable segments and $23.2 million of positive effects from currency exchange rate fluctuations as compared to the prior year.

Excluding the effect of changes in currency exchange rates and inter-segment revenue, the largest increase in revenue was from our Vista business with an increase of $19.7 million for the three months ended September 30, 2025.

Vista revenue was higher year over year across all major markets, with the most significant growth in the PPAG and packaging and label product categories.

Our PrintBrothers reportable segment also contributed $11.1 million of increased revenue for the three months ended September 30, 2025, excluding the effect of changes in currency exchange rates and inter-segment revenue, primarily driven by new customer and order volume growth, partially offset by customers purchasing lower quantities in certain product categories.

For the three and six months ended December 31, 2025, the reported revenue growth of $103.0 million and $161.4 million, respectively, was primarily driven by revenue growth in our Vista and PrintBrothers reportable segments.

Revenue was positively impacted by $44.6 million and $67.8 million, respectively, from currency exchange rate fluctuations as compared to the prior-year periods.

Excluding the effect of changes in currency exchange rates and inter-segment revenue, the largest increases in revenue were from our Vista business with increases of $21.2 million and $41.0 million, respectively, for the three and six months ended December 31, 2025.

Vista revenue was higher year over year across all major markets, with the most significant growth in the PPAG and packaging and labels product categories.

Our PrintBrothers reportable segment also contributed $24.6 million and $35.7 million, respectively, of increased revenue for the three and six months ended December 31, 2025, excluding the effect of changes in currency exchange rates and inter-segment revenue, partly driven by $17.9 million from the addition of revenue from a recently acquired business, as well as new customer and order volume growth.

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

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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.

Three Months Ended September 30,

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

2025 2024 2025 2024

Cost of revenue $ 554,484 $ 489,256 $ 1,014,960 $ 911,992

% of revenue 53.2 % 52.1 % 53.3 % 52.3 %

For the three months ended September 30, 2025, cost of revenue increased by $37.7 million year over year, driven by increases in third-party fulfillment costs of $14.2 million, due in part to product mix shifts toward faster-growing product categories that leverage our third-party fulfillment network.

In addition, internal variable manufacturing and shipping costs increased by $12.0 million and $5.0 million, respectively, primarily driven by volume-related increases.

For both third-party and internal fulfillment costs, a smaller portion of the increase is also impacted by tariff-related cost increases in the U.S., which have largely been offset by price increases.

Currency exchange rate fluctuations also increased the cost of revenue by $14.0 million, as compared to the prior year period.

For the three and six months ended December 31, 2025, year-over-year cost of revenue increased by $65.2 million and $103.0 million, respectively, driven by higher internal manufacturing costs of $26.4 million and $38.4 million, respectively, and higher shipping costs of $9.2 million and $14.2 million, respectively, primarily driven by volume-related increases.

Internal manufacturing costs were also impacted by start-up costs for new manufacturing facilities in North America of $1.5 million and $1.6 million, respectively.

The increase in cost of

revenue was also influenced by higher third-party fulfillment costs of $19.1 million and $33.3 million, due in part to product mix shifts toward faster-growing product categories that leverage our third-party fulfillment network.

The cost of revenue increase was impacted by tariff-related cost increases in the U.S., which have largely been offset by price increases, as well as the impact of currency exchange rate fluctuations of $25.8 million and $39.8 million, respectively.

Consolidated Operating Expenses

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

Three Months Ended September 30,

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

2025 2024 2025 vs.

2024 2025 2024 2025 vs.

Technology and development expense $ 89,077 $ 82,878 7% $ 173,963 $ 164,739 6%

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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.

Technology and development expense primarily consists of payroll and related expenses for employees engaged in software and manufacturing engineering, information technology operations, and content development, as well as amortization of capitalized software and website development costs, including hosting of our websites, asset depreciation, patent amortization, and other technology infrastructure-related costs.

Depreciation expense for information technology equipment that directly supports the delivery of our digital marketing services products is included in cost of revenue.

Technology and development expense increased by $3.0 million for the three months ended September 30, 2025, as compared to the prior year period.

This increase was primarily driven by a $3.1 million increase in third-party technology costs, most of which related to further adoption of certain products offered through our mass customization platform, as well as increased business volume, which has collectively increased consumption of those services and related infrastructure costs.

For the three and six months ended December 31, 2025, year-over-year technology and development expense increased by $6.2 million and $9.2 million, respectively, primarily driven by an increase in cash compensation costs of $4.1 million and $4.5 million, respectively, from our annual merit cycle.

The increase was also impacted by higher third-party technology costs of $2.1 million and $5.2 million, respectively, most of which related to further adoption of certain products offered through our mass customization platform, as well as increased business volume, which has collectively increased consumption of those services and related infrastructure costs.

Marketing and selling expense

Marketing and selling expense consists primarily of advertising and promotional costs;

Marketing and selling expense primarily consists of advertising and promotional costs;

payroll and related expenses for our employees engaged in marketing, sales, customer support, and public relations activities;

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Our Vista, National Pen, and BuildASign businesses have higher marketing and selling costs as a percentage of revenue as compared to our PrintBrothers and The Print Group businesses due to differences in the customers that they serve.

For the three months ended September 30, 2025, marketing and selling expenses increased by $6.6 million, partly due to higher cash compensation costs of $3.9 million, driven by our annual merit cycle, as well as hiring in our Vista business.

In addition, advertising spend increased by $1.8 million, as compared to the prior year period, largely due to volume-driven increases to advertising spend, as well as targeted advertising investments in certain businesses.

For the three and six months ended December 31, 2025, year-over-year marketing and selling expenses increased by $22.3 million and $28.9 million, respectively, partly due to higher advertising spend of $12.8 million and $14.6 million, respectively, as compared to the prior-year periods, largely due to volume-driven increases, as well as targeted advertising investments in certain businesses.

Advertising expense as a percentage of revenue was lower year-over-year for both periods presented.

In addition, marketing and selling expense increases reflected higher cash compensation costs of $7.2 million and $11.2 million, respectively, from our annual merit cycle, as well as targeted hiring in our Vista business.

General and administrative expense

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

General and administrative expenses increased by $2.1 million during the three months ended September 30, 2025 as compared to the prior year period, driven by an increase in cash compensation costs of $2.7 million, primarily influenced by the timing of our annual merit cycle, as well as expense recognized during the first quarter of fiscal year 2026 for a sales tax reserve of $1.9 million.

These increases were partially offset by lower long-term incentive cash compensation costs of $1.3 million due to changes in the estimated payout for certain businesses and lower share-based compensation costs of $1.6 million, driven by fluctuations in the attainment associated with the performance conditions of prior-year performance share units.

General and administrative expense primarily consists 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.

For the three and six months ended December 31, 2025, year-over-year general and administrative expenses increased by $3.3 million and $5.3 million, respectively, driven by an increase in cash compensation costs of $3.2 million and $5.9 million, respectively, primarily influenced by the timing of our annual merit cycle.

In addition, for the six months ended December 31, 2025, the increase was also impacted by $1.9 million of expense associated with a sales tax reserve.

These increases were partially offset by lower long-term incentive cash compensation costs of $1.6 million and $2.9 million, respectively, due to changes in the estimated payout for certain businesses.

There was also a year-over-year benefit from the non-recurrence of a $2.9 million charge recognized in the three and six months ended December 31, 2024 for a land duty tax that we continue to contest in Australia related to our 2019 redomiciliation to Ireland.

Other Consolidated Results

Other income (expense), net

Other income (expense), net generally consists of gains and losses from currency exchange rate fluctuations on transactions or balances denominated in currencies other than the functional currency of our subsidiaries, as well as the realized and unrealized gains and losses on some of our derivative instruments.

In evaluating our currency hedging programs and ability to qualify for hedge accounting in light of our legal entity cash flows, we considered the benefits of hedge accounting relative to the additional economic cost of trade execution and administrative burden.

Other income, net

Other 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 consider the benefits of hedge accounting relative to the additional economic cost of trade execution and administrative burden.

Based on this analysis, we execute certain currency derivative contracts that do not qualify for hedge accounting.

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

Three Months Ended September 30,

Gains (losses) on derivatives not designated as hedging instruments

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

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

2025 2024 2025 2024

Gains on derivatives not designated as hedging instruments $ 1,428 $ 33,632 $ 4,879 $ 13,063

Currency-related (losses) gains, net (359) (2,107) (540) 6,560

Other gains 659 153 842 563

Total other income (expense), net $ 3,453 $ (11,492)

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

Total other income, net $ 1,728 $ 31,678 $ 5,181 $ 20,186

For the three and six months ended December 31, 2025, the year-over-year changes in other income, net were primarily due to the currency exchange rate volatility impacting our derivatives that are not designated as hedging instruments, of which our Euro and GBP 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.

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

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

For the three and six months ended December 31, 2025, the year-over-year interest expense, net decreased $2.2 million and $5.5 million, respectively, primarily due to a lower weighted average interest rate (net of interest rate swaps) on our senior secured Term Loan B partly from our repricing action in December 2024 that reduced the credit spread on our outstanding debt.

Income tax expense

In thousands Three Months Ended September 30,

In thousands Three Months Ended December 31, Six Months Ended December 31,

2025 2024 2025 2024

Income tax expense $ 13,337 $ 21,151 $ 31,175 $ 30,146

Effective tax rate 21.2 % 25.6 % 35.8 % 38.0 %

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

Income tax expense for the three months ended December 31, 2025 decreased versus the prior year primarily due to decreased income before income taxes.

In addition, we recorded a tax benefit of $3.1 million during the three months ended December 31, 2025 for the release of a valuation allowance in Australia.

Income tax expense for the six months ended December 31, 2025 was in line with the prior comparative period.

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.

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The effects of currency exchange rate fluctuations impact segment EBITDA and we do not allocate to segment EBITDA any gains or losses that are realized by our currency hedging program.

For purposes of measuring and reporting our segment financial performance, we implemented changes to the previously implemented methodology used for inter-segment transactions during the first quarter of fiscal 2026.

These transactions are when one Cimpress business chooses to buy from or sell to another Cimpress business.

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 are when one Cimpress business chooses to buy from or sell to another Cimpress business in another reportable segment.

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.

These changes have no impact on our consolidated financial results.

Refer to Note 11 in our accompanying consolidated financial statements for additional details.

Three Months Ended September 30,

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

2025 2024 (1) 2025 vs.

2024 2025 2024 (1) 2025 vs.

Reported Revenue

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Segment Revenue

Vista's reported revenue growth for the three months ended September 30, 2025 was 6% and was positively affected by currency exchange rate fluctuations of 1%, resulting in constant-currency revenue growth of 5%.

Revenue growth for the three months ended September 30, 2025 was stronger for product categories such as PPAG as well as packaging and labels and was supported by bookings growth for both new and repeat customers.

Partially offsetting growth in these product categories was a decline in business card and stationery products, although the rate of decline was improved versus the prior year quarter.

Vista's reported revenue growth for the three and six months ended December 31, 2025 was 7% for both periods, and was positively affected by currency exchange rate fluctuations of 2%, resulting in constant-currency revenue growth of 5% for both periods presented.

Revenue growth for the three and six months ended December 31, 2025 was stronger for elevated products including promotional products, apparel and gifts and packaging and labels.

Partially offsetting growth in elevated products was a 1% decline in business card and stationery products in each period.

Geographically, all regions drove revenue growth, with faster growth in North America during the second quarter.

Segment Profitability

For the three months ended September 30, 2025, segment EBITDA increased by $8.8 million, primarily due to gross profit growth of $15.5 million, which was driven by the revenue growth described above.

Partially offsetting the increase in gross profit was a $1.4 million increase in advertising spend that was primarily related to increases in performance advertising spend that supported the revenue growth described above and, as a percentage of segment revenue, was lower year over year.

In addition, operating expenses increased by $5.1 million, driven by compensation increases from our annual merit cycle and improved customer self-service features to improve customer care efficiency.

Vista's segment EBITDA for the three and six months ended December 31, 2025, increased by $9.8 million and $18.6 million, respectively, primarily due to gross profit growth of $19.3 million and $34.7 million, respectively, which was driven by the revenue growth described above.

Partially offsetting the increase in gross profit was a $7.3 million and $8.7 million increase in advertising spend, respectively, that was primarily related to increases in performance advertising spend.

In addition, operating expenses increased by $1.1 million and $5.7 million, respectively, driven by compensation increases from our annual merit cycle and costs associated with improved customer self-service features to improve customer care efficiency.

Segment EBITDA growth was partially offset by approximately $2 million of impact from the hurricane that hit Jamaica in late October 2025, a portion of which may be recoverable through insurance in future periods.

For the three and six months ended December 31, 2025, fluctuations in currency exchange rates benefited segment EBITDA year-over-year by $3.3 million and $4.2 million, respectively.

PrintBrothers

Three Months Ended September 30,

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

2025 2024 (1) 2025 vs.

2024 2025 2024 (1) 2025 vs.

Reported Revenue

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Segment Revenue

PrintBrothers' reported revenue growth for the three months ended September 30, 2025 was positively affected by currency exchange rate fluctions of 7%, resulting in organic constant currency revenue growth of 8%.

PrintBrothers' reported revenue growth for the three and six months ended December 31, 2025 was positively affected by currency exchange rate fluctuations of 10% and 9%, respectively, resulting in organic constant currency revenue growth, excluding the impact of a tuck-in acquisition, of 6% and 7%, respectively.

Organic constant-currency revenue growth was driven primarily by customer and order volume growth across the businesses.

The growth in customer and order volume was offset in part by a continuing shift to lower overall order values in certain product categories.

Segment Profitability

PrintBrothers' segment EBITDA for the three months ended September 30, 2025 increased $5.5 million, primarily due to the revenue growth described above, as well as positive year-over-year impacts from currency exchange fluctuations of $1.6 million.

This was partially offset by increases in advertising spend of $0.6 million, which as a percentage of external revenue is flat year over year, as well as an increases in operating expenses of $2.0 million, which is mostly driven by technology investments.

PrintBrothers' segment EBITDA for the three and six months ended December 31, 2025 increased $4.9 million and $10.5 million, respectively, primarily due to the revenue growth described above, as well as positive year-over-year impacts from currency exchange fluctuations of $2.3 million and $3.9 million, respectively.

Additionally, the acquisition within the PrintBrothers' segment contributed $1.3 million of segment EBITDA.

This was partially offset by increases in advertising spend of $0.6 million and $1.2 million, which as a percentage of external revenue was flat year over year, as well as increases in operating expenses of $3.9 million and $6.0 million, which were mostly driven by technology investments and compensation increases from our annual merit cycle.

The Print Group

Three Months Ended September 30,

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

2025 2024 (1) 2025 vs.

2024 2025 2024 (1) 2025 vs.

Reported Revenue

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Segment Revenue

The Print Group's reported revenue growth was positively affected by currency exchange rate fluctuations of 7%, resulting in constant-currency revenue growth for the three months ended September 30, 2025 of 8%, and was primarily driven by increased fulfillment for other Cimpress businesses.

External revenue growth was relatively flat year over year, as we continue to experience a shift to lower overall order values in certain product categories.

The Print Group's reported revenue growth for the three and six months ended December 31, 2025 was positively affected by currency exchange rate fluctuations of 9% and 8%, resulting in constant-currency revenue

growth of 7% and 8%, and was primarily driven by increased fulfillment for other Cimpress businesses.

External revenue growth was relatively flat year over year in both periods, as we continue to experience a shift to lower overall order values in certain product categories.

Segment Profitability

The Print Group's segment EBITDA increased $0.6 million during the three months ended September 30, 2025 as compared to the prior year, due in part to positive year-over-year impacts from currency exchange fluctuations of $1.1 million.

Excluding the effect of currency, segment EBITDA declined by $0.4 million, due to a $2.2 million increase in variable long-term incentive compensation expense, driven by changes year over year in their estimated payouts.

This cost increase was offset in part by an increase in gross profit, driven by the revenue growth described above.

In thousands Three Months Ended September 30,

The Print Group's segment EBITDA increased $4.2 million and $4.8 million during the three and six months ended December 31, 2025 as compared to the prior-year periods, due in part to positive year-over-year impacts from currency exchange fluctuations of $1.8 million and $2.9 million, respectively.

Excluding the effect of currency, segment EBITDA was positively impacted by an increase in gross profit in both periods, driven by the revenue growth described above and improved cost efficiency.

For the six months ended December 31, 2025, these increases were partially offset by a $2.2 million increase in variable long-term incentive compensation expense, driven by changes in estimated payouts.

In thousands Three Months Ended December 31, Six Months Ended December 31,

2025 2024 (1) 2025 vs.

2024 2025 2024 (1) 2025 vs.

Reported Revenue

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Segment Revenue

For the three months ended September 30, 2025, National Pen's revenue growth was positively impacted 2% by currency exchange rate fluctuations, resulting in constant-currency revenue growth of 8% as compared to the prior year.

National Pen revenue growth was driven by increases in fulfillment for other Cimpress businesses as well as growth in external revenue, mostly from tariff-related pricing increases.

These increases were offset by revenue declines in mail order where National Pen continued to reduce and optimize their direct mail advertising spend.

National Pen's reported revenue growth for the three and six months ended December 31, 2025, was positively impacted by currency exchange rate fluctuations of 5% and 4%, respectively, resulting in constant-currency revenue growth of 10% and 9% as compared to the prior year periods.

National Pen revenue growth was driven by increases in fulfillment for other Cimpress businesses, as well as growth in external revenue, mostly from tariff-related pricing increases and growth within their telesales and e-commerce channels.

Segment Profitability

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

National Pen's segment EBITDA increased $2.2 million and $4.4 million for the three and six months ended December 31, 2025, and for both periods benefitted from positive fluctuations in currency exchange rates of $2.2 million.

The segment EBITDA growth was also supported by an increase in gross profit, due to the revenue growth described above, as well as lower variable long-term incentive compensation expense of $1.1 million and $2.5 million, respectively, driven by changes in their estimated payouts.

Partially offsetting these items were increases in advertising spend of $2.3 million and $1.2 million, respectively.

All Other Businesses

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

Three Months Ended September 30,

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

2025 2024 (1) 2025 vs.

2024 2025 2024 (1) 2025 vs.

Reported Revenue

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Segment Revenue

All Other Businesses' reported and constant-currency revenue growth was 8% for the three months ended September 30, 2025.

BuildASign, the largest business in this segment, delivered strong growth from fulfillment for other Cimpress businesses as well as growth in the packaging product category, which was partially offset by lower revenue for signage products.

Our smaller Printi business delivered constant-currency revenue growth versus the prior year.

All Other Businesses' revenue growth for the three and six months ended December 31, 2025 was positively impacted by currency exchange rate fluctuations of 1% in both periods, resulting in constant-currency revenue growth of 10% and 9%, 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, and modest growth within home decor and signage products.

Our Printi business delivered improved constant-currency revenue growth versus the prior year.

Segment Profitability

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

For the three and six months ended December 31, 2025, year-over-year segment EBITDA increased $0.7 million and $2.9 million, respectively, largely driven by the cross-Cimpress revenue growth described above.

For the six months ended December 31, 2025, the increase versus the prior year was also impacted by lower variable long-term incentive compensation expense of $1.8 million, driven by changes in estimated payouts.

Central and Corporate Costs

Central and corporate costs consist primarily of the team of software engineers that is building our mass customization platform;

Central and corporate costs primarily consist of the team of software engineers that is building our mass customization platform;

shared service organizations such as global procurement;

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administrative costs of our Cimpress India offices where numerous Cimpress businesses have dedicated business-specific team members;

and corporate functions including our tax, treasury, internal audit, legal, sustainability, real estate, corporate communications, consolidated reporting and compliance, investor relations, and the functions of our CEO and CFO.

and our corporate functions, including tax, treasury, internal audit, legal, sustainability, real estate, corporate communications, consolidated reporting and compliance, investor relations, and the functions of our CEO and CFO.

These costs also include certain unallocated share-based compensation costs.

During the three months ended September 30, 2025, central and corporate costs decreased by $0.2 million as compared to the prior year, due primarily to a reduction in unallocated share-based compensation expense year over year of $1.6 million, driven by fluctuations in the attainment associated with the performance conditions of prior-year performance share units.

This decrease was partially offset by higher third-party technology costs as a result of continued adoption and usage of mass customization platform products that are developed by our central technology teams.

During the three and six months ended December 31, 2025, year-over-year central and corporate costs increased by $5.5 million and $5.3 million, respectively, primarily due to higher unallocated share-based compensation expense of $2.7 million and $1.0 million, respectively, driven by fluctuations in the attainment associated with the performance conditions of prior-year performance share units.

Central and corporate costs also included 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 items were partially offset by the non-recurrence of a $2.9 million charge recognized in the three and six months ended December 31, 2024 for a land duty tax that we continue to contest in Australia related to our 2019 redomiciliation to Ireland.

Liquidity and Capital Resources

Consolidated Statements of Cash Flows Data

Three Months Ended September 30,

Six Months Ended December 31,

Net cash provided by operating activities $ 189,720 $ 180,903

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Net cash used in financing activities (71,621) (94,076)

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

The cash flows during the six months ended December 31, 2025 related primarily to the following items:

Cash inflows:

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• Adjustments for non-cash items of $100.5 million primarily related to adjustments for depreciation and amortization of $73.2 million, share-based compensation costs of $31.6 million and deferred taxes of $3.6 million, offset in part by unrealized currency-related gains of $11.7 million.

• Proceeds from the sale of assets of $0.8 million

• Net working capital inflows of $33.2 million, primarily due to typical fluctuations from seasonal trends that resulted in increases in accounts payable and accrued expenses and other liabilities.

• Proceeds from the sale of assets of $1.7 million, primarily related to the planned sale of a production facility within our National Pen business.

• Proceeds from the exercise of options of $1.3 million.

Cash outflows:

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

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

• Capital expenditures of $51.5 million, of which the majority is related to the purchase of manufacturing and automation equipment and expansion of our production facilities.

• Internal and external costs of $33.3 million for software and website development that we have capitalized.

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

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

• Purchases of our ordinary shares for $28.2 million.

• Purchase of noncontrolling interests for $22.6 million, which related to minority equity interests in our PrintBrothers reportable segment for which the equity holders exercised a put option or a forced redemption date was reached that resulted in our purchase of their outstanding shares.

Refer to Notes 7 and 10 in the accompanying consolidated financial statements for additional details.

• Business acquisitions, net of cash acquired of $10.4 million, which related to an immaterial acquisition in our PrintBrothers reportable segment.

• Payment of withholding taxes in connection with share awards of $10.3 million, primarily driven by the vesting of restricted and performance share unit grants.

• Net repayments of debt of $7.1 million, primarily including our Term Loan B amortization payments.

• Payments for finance lease arrangements of $4.6 million.

Additional Liquidity and Capital Resources Information.

At September 30, 2025, we had $200.5 million of cash and cash equivalents and $1,600.9 million of debt, excluding debt issuance costs and debt premiums and discounts.

During the three months ended September 30, 2025, we financed our operations and strategic investments through internally generated cash flows from operations and cash on hand.

At December 31, 2025, we had $258.0 million of cash and cash equivalents and $1,607.9 million of debt, excluding debt issuance costs and debt premiums and discounts.

During the six months ended December 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 three months ended September 30, 2025, we purchased and retired 45,000 of our ordinary shares for $2.7 million.

During the six months ended December 31, 2025, we purchased and retired 414,711 of our ordinary shares for $28.2 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.

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Indefinitely Reinvested Earnings.

As of September 30, 2025, a portion of our cash and cash equivalents were held by our subsidiaries, and undistributed earnings of our subsidiaries that are considered to be indefinitely reinvested were $97.0 million.

As of December 31, 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 $102.3 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.

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Contractual Obligations

Contractual obligations at September 30, 2025 are as follows:

Contractual obligations at December 31, 2025 are as follows:

In thousands Payments Due by Period

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Our leases may also incur variable expenses which are not reflected in the contractual obligations above.

(2) Interest payments are based on the interest rate as of September 30, 2025 and assume all Term SOFR-based revolving loan amounts outstanding will not be paid until maturity but that the term loan amortization payments will be made according to our defined schedule.

(2) Interest payments are based on the interest rate as of December 31, 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.

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However, due to the uncertainty of the timing of future cash flows associated with our uncertain tax positions, we are unable to make reasonably reliable estimates of the period of cash settlement, if any, with the respective taxing authorities.

Accordingly, uncertain tax positions of $0.4 million as of September 30, 2025 have been excluded from the contractual obligations table above.

Accordingly, uncertain tax positions of $0.3 million as of December 31, 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.

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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.

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 December 31, 2025.

Purchase Commitments.

At September 30, 2025, we had unrecorded commitments under contract of $429.2 million.

At December 31, 2025, we had unrecorded commitments under contract of $368.7 million.

Purchase commitments consisted of third-party cloud services of $227.1 million;

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On September 26, 2024, we entered into an amendment to our Restated Credit Agreement to extend the maturity date of our senior secured revolving credit facility to September 26, 2029 and reduced the minimum credit spread on borrowing and the minimum commitment fee on unused balances, depending on our First Lien Leverage Ratio.

Our $250.0 million senior secured revolving credit facility has $232.0 million unused as of September 30, 2025.

Our $250.0 million senior secured revolving credit facility has $232.4 million unused as of December 31, 2025.

There are no drawn amounts on the Revolving Credit Facility, but our outstanding letters of credit reduce our unused balance.

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Any amounts drawn under the Revolving Credit Facility will be due on September 26, 2029.

Interest payable included in the above table is based on the interest rate as of September 30, 2025 and assumes all Term SOFR-based revolving loan amounts outstanding will not be paid until maturity but that the term loan amortization payments will be made according to our defined schedule.

As of September 30, 2025, we have borrowings under our Restated Credit Agreement of $1,070.1 million, consisting of the Term Loan B, which amortizes over the loan period, with a final maturity date of May 17, 2028.

Interest payable included in the above table is based on the interest rate as of December 31, 2025 and assumes all Term SOFR-based revolving loan amounts outstanding will not be paid until maturity but that the term loan amortization payments will be made according to our defined schedule.

As of December 31, 2025, we have borrowings under our Restated Credit Agreement of $1,067.4 million, consisting of the Term Loan B, which amortizes over the loan period, with a final maturity date of May 17, 2028.

2032 Senior Notes and Interest Payments.

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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.

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.

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The Restated Credit Agreement and the indenture that governs our 2032 Notes contain covenants that restrict or limit certain activities and transactions by Cimpress and our subsidiaries.

As of September 30, 2025, we were in compliance with all covenants under our Restated Credit Agreement and the indenture governing our 2032 Notes.

As of December 31, 2025, we were in compliance with all covenants under our Restated Credit Agreement and the indenture governing our 2032 Notes.

Refer to Note 8 in the accompanying consolidated financial statements for additional information.

In addition, we have other debt which consists primarily of term loans acquired through our various acquisitions or used to fund certain capital investments.

As of September 30, 2025, we had $5.8 million outstanding for those obligations that have repayments due on various dates through September 2028.

As of December 31, 2025, we had $15.5 million outstanding for those obligations that have repayments due on various dates through September 2037.

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.

The aggregate carrying value of the leased assets under finance leases included in property, plant and equipment, net in our consolidated balance sheet at December 31, 2025 is $40.4 million, net of accumulated depreciation of $37.8 million.

The present value of lease installments not yet due included in other current liabilities and other liabilities in our consolidated balance sheet at December 31, 2025 amounts to $42.9 million.

Additional Non-GAAP Financial Measures

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We do not, nor do we suggest that investors should, consider such non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP.

Adjusted EBITDA is defined as net income (loss) plus income tax expense plus (gain) loss on early extinguishment of debt plus interest expense, net plus other expense (income), net plus depreciation and amortization plus share-based compensation expense plus earn-out related charges plus certain impairments plus restructuring related charges less the gain or loss on purchase or sale of subsidiaries as well as the disposal of assets.

Adjusted EBITDA is defined as net 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.

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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.

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.

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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,

Net income (loss) $ 6,520 $ (12,384)

The table below sets forth net income (loss) and adjusted EBITDA for the three and six months ended December 31, 2025 and 2024:

In thousands Three Months Ended December 31, Six Months Ended December 31,

2025 2024 2025 2024

Net income $ 49,490 $ 61,615 $ 56,010 $ 49,231

Exclude expense (benefit) impact of:

Income tax expense

Gain on early extinguishment of debt — (179)

13,337 21,151 31,175 30,146

Loss on early extinguishment of debt

Interest expense, net

26,997 29,165 55,063 60,580

Other (income) expense, net

Other income, net

(1,728) (31,678) (5,181) (20,186)

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Restructuring-related charges 1,305 163 1,603 262

Include certain items that are a part of other income (expense), net:

Realized losses on currency derivatives (1)

Include certain items that are a part of other income, net:

Realized (losses) gains on currency derivatives (1)

(4,546) 375 (7,238) (1,857)

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_________________

(1) These realized losses include only the impacts of certain currency derivative contracts that are intended to hedge our adjusted EBITDA exposure to foreign currencies for which we do not apply hedge accounting.

(1) These realized (losses) gains include only the impacts of certain currency derivative contracts that are intended to hedge our adjusted EBITDA exposure to foreign currencies for which we do not apply hedge accounting.

Refer to Note 4 in our accompanying consolidated financial statements for further information.

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

In thousands Three Months Ended September 30,

The table below sets forth net cash provided by operating activities and adjusted free cash flow for the six months ended December 31, 2025 and 2024:

In thousands Six Months Ended December 31,

Net cash provided by operating activities $ 189,720 $ 180,903

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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 2. Management’s Discussion and Analysis