CIMPRESS plc 10-Q

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations This Report contains forward-looking statements that involve risks and uncertainties. The statements contained in this Report that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including but not limited to our statements about the anticipated growth and development of our businesses and financial results, the impact of interest rate and currency fluctuations, the impact of U.S. tariffs (including potential changes in related trade policies and potential mitigation actions and related estimates, cost impacts, pricing changes and changes in customer demand), sources of liquidity to fund future operations, future payment terms with suppliers, the timing of adoption of certain accounting standards, legal proceedings, our ability to prevail in our appeal of an adverse land duty tax assessment, indefinitely reinvested earnings, unrecognized tax benefits, our effective tax rate, and sufficiency of our tax reserves. Without limiting the foregoing, the words “may,” “should,” “could,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” "assume," “designed,” “potential,” "possible," “continue,” “target,” “seek,” "likely," "will" and similar expressions are intended to identify forward-looking statements. All forward-looking statements included in this Report are based on information available to us up to, and including, the date of this document, and we disclaim any obligation to update any such forward-looking statements. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various important factors, including but not limited to flaws in the assumptions and judgments upon which our forecasts and estimates are based; the development, duration, and severity of supply chain constraints and fluctuating inflation; our inability to make investments in our businesses and allocate our capital as planned or the failure of those investments and allocations to achieve the results we expect; costs and disruptions caused by acquisitions and minority investments; the failure of businesses we acquire or invest in to perform as expected; loss of key personnel or our inability to recruit talented personnel; our failure to develop and deploy our mass customization platform or the failure of the mass customization platform to drive the performance, efficiencies, and competitive advantage we expect; unanticipated changes in our markets, customers, or businesses; disruptions caused by geopolitical events or political instability and war in Ukraine, Israel, the Middle East, or elsewhere; changes in governmental policies, laws, and regulations that affect our businesses, or in their enforcement or interpretation, including related to import tariffs; our failure to manage the growth and complexity of our business; our failure to maintain compliance with the covenants in our debt documents or to pay our debts when due; competitive pressures; general economic conditions; and other factors described in Item 1A (Risk Factors) of our Annual Report on Form 10-K for the 2025 fiscal year, this Quarterly Report on Form 10-Q and subsequent documents we periodically file with the SEC. Executive Overview Cimpress is a strategically focused collection of businesses that specialize in print mass customization, through which we deliver large volumes of individually small-sized customized orders of printed materials and promotional products. Our products and services include a broad range of marketing materials, business cards, signage, promotional products, logo apparel, packaging, books and magazines, wall decor, photo merchandise, invitations and announcements, design and digital marketing services, and other categories. Mass customization is a core element of the business model of each Cimpress business and is a competitive strategy which seeks to produce goods and services to meet individual customer needs with near mass production efficiency. As of March 31, 2026, we have numerous operating segments under our management reporting structure that are reported in the following five reportable segments: VistaPrint, PrintBrothers, The Print Group, National Pen, and All Other Businesses. For purposes of measuring and reporting our segment financial performance, we made updates to our previously implemented methodology for inter-segment transactions during the first quarter of fiscal 2026. These transactions occur when one Cimpress business buys from or sells to another Cimpress business. Under the updated methodology, a merchant business (the buyer) is cross charged the variable cost of fulfillment that includes labor, materials and shipping costs, which excludes the previously included overhead allocation. We also updated our internal organizational structure, which included the transfer of two teams from our VistaPrint reportable segment into our central functions. We have recast the prior periods presented for segment revenue and segment EBITDA for both changes to ensure comparability with the current fiscal year. These changes have no impact on our consolidated financial results. Refer to Note 11 in our accompanying consolidated financial statements for additional information relating to our reportable segments and our segment financial measures. 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 29 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 and nine months ended March 31, 2026 as compared to the three and nine months ended March 31, 2025 follows: Third Quarter Fiscal Year 2026 • Revenue increased by 12% to $886.2 million. • Organic constant-currency revenue growth (a non-GAAP financial measure) was 4%. • Operating income increased by $8.6 million to $49.2 million. • Net income increased by $22.7 million to $14.6 million. • Adjusted EBITDA (a non-GAAP financial measure) increased by $9.8 million to $100.5 million. • Diluted net income per share attributable to Cimpress plc increased by $0.88 to $0.55. Year to Date Fiscal Year 2026 • Revenue increased by 10% to $2,791.7 million. • Organic constant-currency revenue growth (a non-GAAP financial measure) was 4%. • Operating income increased by $25.4 million to $186.2 million. • Net income increased by $29.4 million to $70.7 million. • Adjusted EBITDA (a non-GAAP financial measure) increased by $27.4 million to $338.1 million. • Diluted net income per share attributable to Cimpress plc increased by $1.25 to $2.81. • Cash provided by operating activities decreased by $17.4 million to $173.2 million. • Adjusted free cash flow (a non-GAAP financial measure) decreased by $25.2 million to $52.0 million. For the three and nine months ended March 31, 2026, 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 recent tuck-in acquisition in our PrintBrothers reportable segment. The largest contributor of the organic constant-currency revenue growth was our VistaPrint business, driven by growth across all regions. Revenue growth continued to be strong across our assortment of elevated products. The increases to operating income of $8.6 million and $25.4 million during the three and nine months ended March 31, 2026, respectively, were primarily driven by gross profit growth due to the revenue growth discussed above, cost improvements, benefits from currency, and a tuck-in acquisition. Gross profit improved despite an increase year over year of $3.6 million and $5.0 million, respectively, of net start-up costs, including the effect of depreciation expense, associated with the expansion of our North America production network. This gross profit growth was partially offset by increases to operating expenses during the three and nine months ended March 31, 2026. Net income increased $22.7 million and $29.4 million during the three and nine months ended March 31, 2026, respectively, as compared to the prior-year periods. Both periods were partly impacted by volatility from higher unrealized hedging gains, as well as the impact of the operating income increases described above, and lower interest expenses. Adjusted EBITDA increased by $9.8 million and $27.4 million during the three and nine months ended March 31, 2026, respectively, for similar reasons as the increase in operating income as described above, as well as $2.7 million and $9.7 million in year-over-year currency benefits, respectively. A tuck-in acquisition within the PrintBrothers reportable segment contributed an immaterial amount and $1.3 million to adjusted EBITDA for the three and nine months ended March 31, 2026, respectively. Adjusted EBITDA improved despite an increase year over year of $3.3 million and $5.2 million, respectively, of net start-up costs, excluding the effect of depreciation expense, associated with the expansion of our North America production network. During the nine months ended March 31, 2026 , cash from operations decreased $17.4 million year over year, driven by less favorable changes in net working capital year over year of $36.9 million, primarily due to timing items and unfavorable currency movements, as well as higher cash taxes, which were partially offset by the net income increase described above. 30 Adjusted free cash flow decreased by $25.2 million for the nine months ended March 31, 2026, primarily driven by the decrease in cash flow from operations as described above. Adjusted free cash flow was also impacted by a $6.3 million increase in capital expenditures mainly driven by the expansion of our North America production network, and a $2.5 million increase in capitalized software and website development costs, primarily driven by investments in our mass customization platform and related technology enhancements. U.S. Tariffs The U.S. tariff environment remains fluid. Cimpress businesses operate in the U.S., and we maintain fulfillment operations for U.S. customers in multiple locations across the U.S., Canada, and Mexico. During the three months ended March 31, 2026, the legal framework for U.S. tariffs was significantly altered by judicial and executive actions. On February 20, 2026, the U.S. Supreme Court invalidated using the International Emergency Economic Powers Act (IEEPA) as a basis to impose the broad tariffs that had been in place since May 2025. Following this ruling, the IEEPA-based duties were terminated and replaced, effective February 24, 2026, with a 10% global tariff under Section 122 of the Trade Act of 1974. By statute, this Section 122 surcharge is temporary and is currently scheduled to expire in July 2026 unless extended by Congress or replaced by other trade measures. The U.S. government is currently investigating additional avenues to implement more permanent tariffs. The primary impact of tariffs on Cimpress continues to be for promotional products that we source from China and several other countries. To date, we have continued to minimize most impacts through supply chain optimization and pricing changes. Following the invalidation of the IEEPA-based tariffs, the U.S. Court of International Trade ordered the U.S. government to establish a process for refunding these invalidated duties. As of April 20, 2026, the U.S. government has opened the Phase 1 application process for refunds, leading to the potential for refunds of duties paid between May 2025 and February 2026. As the importer of record for various impacted goods, we are pursuing all available avenues for reimbursement. Despite the commencement of this process, we have not recognized any benefit for those potential refunds, as the administrative mechanics and final eligibility determinations remain sufficiently unclear to preclude a reliable estimate of the timing or amount of recovery. Consolidated Results of Operations Consolidated Revenue Our businesses generate revenue primarily from the sale and shipment of customized products. We also generate revenue, to a much lesser extent (and primarily in our VistaPrint business), from digital services, graphic design services, website design and hosting, and social media marketing services, as well as a small percentage of revenue from order referral fees and other third-party offerings. For additional discussion relating to segment revenue results, refer to the "Reportable Segment Results" section included below. Total revenue and revenue growth by reportable segment for the three and nine months ended March 31, 2026 and 2025 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 eliminated in the inter-segment elimination line in the tables below. In thousands Three Months Ended March 31, Currency Impact: Constant- Currency Impact of Acquisitions/Divestitures: Constant- Currency Revenue Growth 2026 2025 (1) % Change (Favorable)/Unfavorable Revenue Growth (2) (Favorable)/Unfavorable Excluding Acquisitions/Divestitures (3) VistaPrint $ 460,368 $ 430,726 7% (4)% 3% —% 3% PrintBrothers 203,077 155,989 30% (13)% 17% (9)% 8% The Print Group 107,242 89,698 20% (12)% 8% —% 8% National Pen 96,986 88,396 10% (5)% 5% —% 5% All Other Businesses 60,527 51,247 18% (2)% 16% —% 16% Inter-segment eliminations (41,991) (26,588) Total revenue $ 886,209 $ 789,468 12% (6)% 6% (2)% 4% 31 In thousands Nine Months Ended March 31, Currency Impact: Constant- Currency Impact of Acquisitions/Divestitures: Constant- Currency Revenue Growth 2026 2025 (1) % Change (Favorable)/Unfavorable Revenue Growth (2) (Favorable)/Unfavorable Excluding Acquisitions/Divestitures (3) VistaPrint $ 1,448,104 $ 1,358,044 7% (3)% 4% —% 4% PrintBrothers 607,691 490,929 24% (10)% 14% (7)% 7% The Print Group 319,102 272,862 17% (9)% 8% —% 8% National Pen 351,109 313,481 12% (4)% 8% —% 8% All Other Businesses 189,446 168,920 12% (1)% 11% —% 11% Inter-segment eliminations (123,764) (70,640) Total revenue $ 2,791,688 $ 2,533,596 10% (4)% 6% (2)% 4% _______________ (1) The prior-period segment results have been adjusted to ensure comparability with the updated methodology used for inter-segment transactions. Refer to Note 11 of the accompanying consolidated financial statements for additional details. (2) Constant-currency revenue growth, a non-GAAP financial measure, represents the change in total revenue between current and prior-year periods at constant-currency exchange rates by translating all non-U.S. dollar denominated revenue generated in the current period using the prior-year period’s average exchange rate for each currency to the U.S. dollar. Our reportable segments-related growth is inclusive of inter-segment revenues, which are eliminated in our consolidated results. (3) Constant-currency revenue growth excluding acquisitions/divestitures, a non-GAAP financial measure, excludes revenue results for businesses in the period in which there is no comparable year-over-year revenue. Our reportable segments-related growth is inclusive of inter-segment revenues, which are eliminated in our consolidated results. We have provided these non-GAAP financial measures because we believe they provide meaningful information regarding our results on a consistent and comparable basis for the periods presented. Management uses these non-GAAP financial measures, in addition to GAAP financial measures, to evaluate our operating results. These non-GAAP financial measures should be considered supplemental to, and not a substitute for, our reported financial results prepared in accordance with GAAP. For the three and nine months ended March 31, 2026, the reported revenue growth of $96.7 million and $258.1 million, respectively, was primarily driven by revenue growth in our VistaPrint and PrintBrothers reportable segments. Revenue was positively impacted by $47.2 million and $113.3 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 VistaPrint business with increases of $13.5 million and $54.5 million, respectively, for the three and nine months ended March 31, 2026. VistaPrint revenue was higher year over year across all regions, with strong growth in elevated products. Our PrintBrothers reportable segment also contributed $24.8 million and $60.5 million, respectively, of increased revenue for the three and nine months ended March 31, 2026, excluding the effect of changes in currency exchange rates and inter-segment revenue, partly driven by $15.1 million and $34.6 million, respectively, 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. Consolidated Cost of Revenue Cost of revenue includes materials used by our businesses to manufacture their products, payroll and related expenses for production and design services personnel, depreciation of assets used in the production process and in support of digital marketing service offerings, shipping, handling and processing costs, third-party production and design costs, costs of free products, and other related costs of products our businesses sell. In thousands Three Months Ended March 31, Nine Months Ended March 31, 2026 2025 2026 2025 Cost of revenue $ 477,012 $ 416,960 $ 1,491,972 $ 1,328,952 % of revenue 53.8 % 52.8 % 53.4 % 52.5 % For the three and nine months ended March 31, 2026, year-over-year cost of revenue increased by $60.1 million and $163.0 million, respectively, driven by higher internal manufacturing costs of $18.9 million and $57.3 million, respectively, and higher shipping costs of $4.8 million and $19.0 million, respectively, primarily driven by volume-related increases. Internal manufacturing costs were also impacted by start-up costs from the expansion of our North America production network of $4.6 million and $7.6 million, respectively, and costs from a recent tuck- 32 in acquisition in the PrintBrothers reportable segment of $6.7 million and $14.9 million, respectively. The increase in cost of revenue was also influenced by higher third-party fulfillment costs of $23.0 million and $56.3 million, respectively, partly due to business and product mix shifts that leverage our third-party fulfillment network. The cost of revenue increase was impacted by tariff-related cost increases in the U.S., which were more pronounced during the first half of the fiscal year and have largely been offset by price increases, as well as the impact of currency exchange rate fluctuations of $30.0 million and $69.8 million, respectively. These increases were partially offset by a year-over-year benefit from the non-recurrence of a $2.6 million impairment charge, recognized in the three months ended March 31, 2025, related to the sale of a facility in our National Pen business. Consolidated Operating Expenses The following table summarizes our comparative operating expenses for the following periods: In thousands Three Months Ended March 31, Nine Months Ended March 31, 2026 2025 2026 vs. 2025 2026 2025 2026 vs. 2025 Technology and development expense $ 86,890 $ 83,112 5% $ 260,853 $ 247,851 5% % of revenue 9.8 % 10.5 % 9.3 % 9.8 % Marketing and selling expense $ 208,516 $ 193,316 8% $ 665,075 $ 621,024 7% % of revenue 23.5 % 24.5 % 23.8 % 24.5 % General and administrative expense $ 58,922 $ 50,549 17% $ 173,114 $ 159,417 9% % of revenue 6.6 % 6.4 % 6.2 % 6.3 % Amortization of acquired intangible assets $ 2,887 $ 4,524 (36)% $ 10,022 $ 14,795 (32)% % of revenue 0.3 % 0.6 % 0.4 % 0.6 % Restructuring expense $ 2,813 $ 466 504% $ 4,416 $ 728 507% % of revenue 0.3 % 0.1 % 0.2 % 0.0 % Technology and development expense 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. For the three and nine months ended March 31, 2026, year-over-year technology and development expense increased by $3.8 million and $13.0 million, respectively, primarily driven by higher year-over-year cash compensation costs of $2.0 million and $6.5 million, respectively, due in part by our annual merit cycle. Amortization of capitalized software increased year over year by $1.6 million and $3.6 million, respectively, due to continued investment in technology capabilities across many of our businesses. For the three months ended March 31,2026, third-party technology costs declined $0.7 million, which was mostly driven by the timing of certain vendor rebates, that more than offset increases due to growth in business volume. For the nine months ended March 31, 2026, third-party technology costs increased $4.4 million, primarily driven by growth in business volume, partially offset by certain vendor rebates received in the third quarter. Marketing and selling expense 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; direct-mail advertising costs; and third-party payment processing fees. Our VistaPrint, National Pen, and BuildASign businesses have higher marketing and selling costs as a percentage of revenue as compared to our PrintBrothers and The Print Group businesses due to differences in the customers that they serve. For the three and nine months ended March 31, 2026, year-over-year marketing and selling expenses increased by $15.2 million and $44.1 million, respectively, partly due to higher year-over-year advertising spend of $3.3 million and $17.9 million, respectively, largely due to volume-driven increases, as well as targeted advertising investments in certain businesses. Despite those increases, advertising expense as a percentage of revenue was lower year over year for both periods presented. In addition, the marketing and selling expense increases reflected 33 higher cash compensation costs of $7.9 million and $19.0 million, respectively, driven in part by our annual merit cycle. General and administrative expense 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 nine months ended March 31, 2026, year-over-year general and administrative expenses increased by $8.4 million and $13.7 million, respectively, driven by higher year-over-year cash compensation costs of $4.9 million and $10.8 million, respectively, primarily from our annual merit cycle, as well as higher year-over-year share-based compensation of $1.2 million and $1.0 million, respectively. These increases were partially offset by lower long-term incentive cash compensation costs of $0.7 million and $3.6 million, respectively, due to changes in the estimated payout for certain businesses. In addition, for the nine months ended March 31, 2026, the increase was impacted by a $1.9 million expense associated with a sales tax reserve, more than offset by a year-over-year benefit from the non-recurrence of a $2.9 million charge recognized in the nine months ended March 31, 2025 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, 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: In thousands Three Months Ended March 31, Nine Months Ended March 31, 2026 2025 2026 2025 Gains (losses) on derivatives not designated as hedging instruments $ 13,973 $ (14,640) $ 18,852 $ (1,577) Currency-related (losses) gains, net (10,785) 5,131 (11,325) 11,691 Other gains (608) 68 234 631 Total other income (expense), net $ 2,580 $ (9,441) $ 7,761 $ 10,745 For the three and nine months ended March 31, 2026, the year-over-year changes in other income (expense), 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. We experience currency-related net gains and losses due to currency exchange rate volatility on our non-functional currency intercompany relationships, which we may alter from time to time. Interest expense, net Interest expense, net primarily consists of interest on outstanding debt balances, amortization of debt issuance costs, debt discounts, interest related to finance lease obligations, accretion adjustments related to our mandatorily redeemable noncontrolling interests, and realized gains (losses) on effective interest rate swap contracts and certain cross-currency swap contracts. For the three and nine months ended March 31, 2026, the year-over-year interest expense, net decreased $1.6 million and $7.1 million, respectively, primarily due to a lower weighted-average interest rate (net of interest rate swaps) on our senior secured term loan partly from our repricing action in December 2024 that reduced the credit spread on our outstanding debt. 34 Income tax expense In thousands Three Months Ended March 31, Nine Months Ended March 31, 2026 2025 2026 2025 Income tax expense $ 11,709 $ 12,144 $ 42,884 $ 42,290 Effective tax rate 44.4 % 294.5 % 37.8 % 50.6 % For the three and nine months ended March 31, 2026, income tax expense was in line with the prior comparative periods. 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 all periods presented, in accordance with GAAP. We believe that our income tax reserves are adequately maintained by taking into consideration both the technical merits of our tax return positions and ongoing developments in our income tax audits. However, the final determination of our tax return positions, if audited, is uncertain, and therefore there is a possibility that final resolution of these matters could have a material impact on our results of operations or cash flows. Refer to Note 9 in our accompanying consolidated financial statements for additional details. Reportable Segment Results Our segment financial performance is measured based on segment EBITDA, which is defined as operating income plus depreciation and amortization; plus proceeds from insurance not already included in operating income; plus share-based compensation expense related to investment consideration; plus earn-out related charges; plus certain impairments and other adjustments; plus restructuring-related charges; less gain or loss on the purchase or sale of subsidiaries as well as the disposal of assets. The effects of currency exchange rate fluctuations impact segment EBITDA and we do not allocate to segment EBITDA any gains or losses that are realized by our currency hedging program. For purposes of measuring and reporting our segment financial performance, we 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 VistaPrint reportable segment into our central functions. We have recast the prior periods presented for segment revenue and segment EBITDA for both changes to ensure comparability with the current fiscal year. These changes have no impact on our consolidated financial results. Refer to Note 11 in our accompanying consolidated financial statements for additional details. VistaPrint In thousands Three Months Ended March 31, Nine Months Ended March 31, 2026 2025 (1) 2026 vs. 2025 2026 2025 (1) 2026 vs. 2025 Reported Revenue $ 460,368 $ 430,726 7% $ 1,448,104 $ 1,358,044 7% Segment EBITDA 88,875 83,183 7% 285,821 261,515 9% % of revenue 19 % 19 % 20 % 19 % _____________________ (1) The prior-year segment results have been adjusted to ensure comparability with the updated methodology used for inter-segment transactions and organizational changes that transferred two teams to our central functions. Refer to Note 11 of the accompanying consolidated financial statements for additional details. Segment Revenue VistaPrint's reported revenue growth for the three and nine months ended March 31, 2026 was 7% for both periods, and was positively affected by currency exchange rate fluctuations of 4% and 3%, respectively, resulting in constant-currency revenue growth of 3% and 4%, respectively. For the three and nine months ended March 31, 2026, VistaPrint had strong growth in elevated products, partially offset by year-over-year declines of 3% and 2%, respectively, in business card and stationery products. Geographically, all regions drove revenue growth for both comparative periods, however, during the current quarter, severe weather events in North America caused weakness in January and February, which was followed by an acceleration of growth in March. 35 Segment Profitability VistaPrint's segment EBITDA for the three and nine months ended March 31, 2026, increased by $5.7 million and $24.3 million, respectively, primarily due to gross profit growth of $14.6 million and $49.3 million, respectively, which was driven by the revenue growth described above. Partially offsetting the increases in gross profit were increases in advertising spend of $2.5 million and $11.2 million, respectively, that were primarily related to increases in performance advertising spend, which as a percentage of revenue was lower versus the prior comparative periods. In addition, operating expenses increased by $6.8 million and $12.5 million, respectively, driven by compensation increases from our annual merit cycle and costs associated with customer self-service features to improve customer care efficiency. Segment EBITDA growth was dampened by start-up costs for new manufacturing facilities in North America of $5.1 million for both periods, which included the transfer of $1.8 million of costs from the first half of the fiscal year from our central and corporate costs. For the three and nine months ended March 31, 2026, fluctuations in currency exchange rates benefited segment EBITDA year over year by $2.9 million and $7.1 million, respectively. PrintBrothers In thousands Three Months Ended March 31, Nine Months Ended March 31, 2026 2025 (1) 2026 vs. 2025 2026 2025 (1) 2026 vs. 2025 Reported Revenue $ 203,077 $ 155,989 30% $ 607,691 $ 490,929 24% Segment EBITDA 22,113 17,770 24% 76,133 61,337 24% % of revenue 11 % 11 % 13 % 12 % _____________________ (1) The prior-year segment results have been adjusted to ensure comparability with the updated methodology used for inter-segment transactions. Refer to Note 11 of the accompanying consolidated financial statements for additional details. Segment Revenue PrintBrothers' reported revenue growth for the three and nine months ended March 31, 2026 was positively affected by currency exchange rate fluctuations of 13% and 10%, respectively, and a tuck-in acquisition which positively impacted revenue growth by 9% and 7%, respectively, resulting in organic constant-currency revenue growth of 8% and 7%, respectively. Organic constant-currency revenue growth was driven primarily by customer and order volume growth across the businesses, as well as volumes related to regional elections which benefited a portion of the current-year periods. Segment Profitability PrintBrothers' segment EBITDA for the three and nine months ended March 31, 2026 increased $4.3 million and $14.8 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 $6.2 million, respectively. Additionally, the acquisition contributed an immaterial amount and $1.3 million of segment EBITDA, respectively. This was partially offset by increases in advertising spend of $0.1 million and $1.3 million, respectively, which as a percentage of external revenue were flat year over year, as well as increases in operating expenses of $3.2 million and $9.2 million, respectively, which were mostly driven by technology investments and compensation increases from our annual merit cycle. The Print Group In thousands Three Months Ended March 31, Nine Months Ended March 31, 2026 2025 (1) 2026 vs. 2025 2026 2025 (1) 2026 vs. 2025 Reported Revenue $ 107,242 $ 89,698 20% $ 319,102 $ 272,862 17% Segment EBITDA 20,052 15,513 29% 61,864 52,480 18% % of revenue 19 % 17 % 19 % 19 % _____________________ (1) The prior-year segment results have been adjusted to ensure comparability with the updated methodology used for inter-segment transactions. Refer to Note 11 of the accompanying consolidated financial statements for additional details. 36 Segment Revenue The Print Group's reported revenue growth for the three and nine months ended March 31, 2026 was positively affected by currency exchange rate fluctuations of 12% and 9%, respectively, resulting in constant-currency revenue growth of 8% in both periods, and was primarily driven by increased fulfillment for other Cimpress businesses. External revenue growth improved during the third quarter of the current fiscal year, which was supported by election-related demand in France; however, the segment continues to experience a shift to lower overall order values in certain product categories. Segment Profitability The Print Group's segment EBITDA increased $4.5 million and $9.4 million during the three and nine months ended March 31, 2026, respectively, partly due to positive year-over-year impacts from currency exchange fluctuations of $2.0 million and $4.9 million, respectively. Excluding the effect of currency, segment EBITDA was positively impacted by increases in gross profit in both periods, driven by the revenue growth described above and improved cost efficiency. For the three and nine months ended March 31, 2026, these impacts were partially offset by increases of $0.3 million and $2.5 million, respectively, in variable long-term incentive compensation expense, driven by changes in estimated payouts. National Pen In thousands Three Months Ended March 31, Nine Months Ended March 31, 2026 2025 (1) 2026 vs. 2025 2026 2025 (1) 2026 vs. 2025 Reported Revenue $ 96,986 $ 88,396 10% $ 351,109 $ 313,481 12% Segment EBITDA 6,730 3,934 71% 29,907 22,735 32% % of revenue 7 % 4 % 9 % 7 % _____________________ (1) The prior-year segment results have been adjusted to ensure comparability with the updated methodology used for inter-segment transactions. Refer to Note 11 of the accompanying consolidated financial statements for additional details. Segment Revenue National Pen's reported revenue growth for the three and nine months ended March 31, 2026 was positively impacted by currency exchange rate fluctuations of 5% and 4%, respectively, resulting in constant-currency revenue growth of 5% and 8%, respectively, driven by growth in external revenue, mostly from growth within e-commerce and telesales channels, as well as increases in fulfillment for other Cimpress businesses. Segment Profitability National Pen's segment EBITDA increased $2.8 million and $7.2 million for the three and nine months ended March 31, 2026, respectively, and benefited from positive fluctuations in currency exchange rates of $0.5 million and $2.7 million, respectively. Segment EBITDA growth was also supported by increases in gross profit, due to the revenue growth described above, as well as lower variable long-term incentive compensation expense of $1.0 million and $3.5 million, respectively, driven by changes in estimated payouts. Segment EBITDA also benefited from decreases in advertising spend of $1.6 million and $0.4 million, respectively, from reduced spend in certain channels that have driven improved advertising spend efficiencies. All Other Businesses This segment includes BuildASign and Printi, a smaller business that is an online printing leader in Brazil. In thousands Three Months Ended March 31, Nine Months Ended March 31, 2026 2025 (1) 2026 vs. 2025 2026 2025 (1) 2026 vs. 2025 Reported Revenue $ 60,527 $ 51,247 18% $ 189,446 $ 168,920 12% Segment EBITDA 5,345 5,297 1% 18,917 15,944 19% % of revenue 9 % 10 % 10 % 9 % _____________________ (1) The prior-year segment results have been adjusted to ensure comparability with the updated methodology used for inter-segment transactions. Refer to Note 11 of the accompanying consolidated financial statements for additional details. 37 Segment Revenue All Other Businesses' revenue growth for the three and nine months ended March 31, 2026 was positively impacted by currency exchange rate fluctuations of 2% and 1%, respectively, resulting in constant-currency revenue growth of 16% and 11%, respectively. BuildASign, the largest business in this segment, delivered strong growth from fulfillment for other Cimpress businesses as well as growth across home decor, signage and packaging categories. Our Printi business delivered improved constant-currency revenue growth versus the prior year. Segment Profitability For the three and nine months ended March 31, 2026, year-over-year segment EBITDA was flat and increased $3.0 million, respectively, largely driven by the cross-Cimpress revenue growth described above. For the nine months ended March 31, 2026, the increase versus the prior year was also impacted by lower variable long-term incentive compensation expense of $1.4 million, driven by changes in estimated payouts. These increases for the three and nine months ended March 31, 2026, were partially offset by $0.7 million of start-up costs from the expansion of our North American production network. Central and Corporate Costs 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; technology services such as security; administrative costs of our Cimpress India offices where numerous Cimpress businesses have dedicated business-specific team members; 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 March 31, 2026, year-over-year central and corporate costs decreased by $0.1 million, primarily due to lower third-party technology costs of $2.6 million that were influenced by the timing of certain third-party vendor rebates. Additionally benefiting the third quarter of 2026 was $1.8 million of start-up costs from the first half of the fiscal year which were transferred to our VistaPrint reportable segment during the current quarter. These items were mostly offset by higher unallocated share-based compensation expense of $1.6 million, driven by fluctuations in the attainment levels year over year associated with the performance conditions of performance share units, and increased compensation of $0.5 million from our annual merit cycle. During the nine months ended March 31, 2026, year-over-year central and corporate costs increased by $5.2 million, primarily due to compensation increases of $2.8 million from our annual merit cycle, and higher unallocated share-based compensation expense of $2.7 million, driven by fluctuations in the attainment levels year over year associated with the performance conditions of performance share units. These items were partially offset by the non-recurrence of a $2.9 million charge recognized in the nine months ended March 31, 2025 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 In thousands Nine Months Ended March 31, 2026 2025 Net cash provided by operating activities $ 173,198 $ 190,598 Net cash used in investing activities (132,849) (104,165) Net cash used in financing activities (80,545) (107,413) The cash flows during the nine months ended March 31, 2026 related primarily to the following items: Cash inflows: • Net income of $70.7 million. • Adjustments for non-cash items of $144.1 million primarily related to adjustments for depreciation and amortization of $110.6 million, share-based compensation costs of $46.3 million and deferred taxes of $3.6 million, offset in part by unrealized currency-related gains of $21.7 million. 38 • Proceeds from the sale of noncontrolling interests of $24.8 million, which related to the sale of a minority 8.75% aggregate equity interest in each of the businesses within the PrintBrothers reportable segment. Refer to Note 10 in the accompanying consolidated financial statements for additional details. • Proceeds from the sale of assets of $3.4 million, primarily related to the recent sale of a production facility within our National Pen business, as well as the sale and replacement of smaller production equipment assets across several businesses. • Proceeds from the exercise of options of $1.5 million. Cash outflows: • Capital expenditures of $74.5 million, of which the majority is related to the purchase of manufacturing and automation equipment and expansion of our North American production network. • Internal and external costs of $50.1 million for software and website development that we have capitalized. • Purchases of our ordinary shares for $50.1 million. • Net working capital outflows of $41.5 million, primarily due to increases in inventory levels and prepaid expenses and other assets. • Purchase of noncontrolling interests for $24.4 million, which related to our purchase of the remaining minority equity interests in various businesses within our PrintBrothers reportable segment. Refer to Notes 7 and 10 in the accompanying consolidated financial statements for additional details. • Payment of withholding taxes in connection with share awards of $14.3 million, primarily driven by the vesting of restricted and performance share units. • Business acquisitions, net of cash acquired of $11.7 million, which related to tuck-in acquisitions that were not material and are included in our PrintBrothers reportable segment. • Net repayments of debt of $10.2 million, primarily including our term loan amortization payments. • Payments for finance lease arrangements of $7.8 million. Additional Liquidity and Capital Resources Information. At March 31, 2026, we had $189.0 million of cash and cash equivalents and $1,604.5 million of debt, excluding debt issuance costs and debt premiums and discounts. During the nine months ended March 31, 2026, we financed our operations and strategic investments through internally generated cash flows from operations and cash on hand. We expect to finance our future operations through our cash, operating cash flow, and borrowings under our debt arrangements. We have historically used excess cash and cash equivalents for organic investments, share repurchases, acquisitions and equity investments, and debt reduction. During the nine months ended March 31, 2026, we purchased and retired 702,820 of our ordinary shares for $50.1 million. We evaluate share repurchases, as any other use of capital, relative to our view of the impact on our intrinsic value per share compared against other opportunities. Supply Chain Financing Program. As part of our ongoing efforts to manage our liquidity, we work with our suppliers to optimize our terms and conditions, which includes the extension of payment terms. We facilitate a voluntary supply chain finance program through a financial intermediary to allow our suppliers to receive funds earlier than our contractual payment date. We do not believe there is a substantial risk that our payment terms will be shortened in the near future. Refer to Note 12 of the accompanying consolidated financial statements for additional information. Indefinitely Reinvested Earnings. As of March 31, 2026, 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 $99.1 million. We do not intend to repatriate these funds as the cash and cash equivalent balances are generally used and available, without legal restrictions, to fund ordinary business operations and investments of the respective subsidiaries. If there is a change in the future, the repatriation of undistributed earnings from certain subsidiaries, in the form of dividends or otherwise, could have tax consequences that could result in material cash outflows. 39 Contractual Obligations Contractual obligations at March 31, 2026 are as follows: In thousands Payments Due by Period Total Less than 1 year 1-3 years 3-5 years More than 5 years Operating leases, net of subleases (1) $ 135,472 $ 6,788 $ 52,537 $ 33,674 $ 42,473 Purchase commitments 350,952 126,516 118,846 104,167 1,423 Senior secured credit facility and interest payments (2) 1,196,989 72,087 1,124,271 631 — 2032 Notes and interest payments 776,672 38,719 77,438 77,438 583,077 Other debt 14,792 7,917 2,434 991 3,450 Finance leases, net of subleases (1) 56,202 4,488 21,809 12,845 17,060 Total (3) $ 2,531,079 $ 256,515 $ 1,397,335 $ 229,746 $ 647,483 ___________________ (1) Operating and finance lease payments above include only amounts which are fixed under lease agreements. Our leases may also incur variable expenses which are not reflected in the contractual obligations above. (2) Interest payments are based on the interest rate as of March 31, 2026 and assume all Term SOFR-based revolving loan amounts outstanding will not be paid until maturity but that the term loan amortization payments will be made according to our defined schedule. Senior secured credit facility and interest payments include the effects of interest rate swaps, whether they are expected to be payments or receipts of cash. (3) We may be required to make cash outlays related to our uncertain tax positions. However, due to the uncertainty of the timing of future cash flows associated with our uncertain tax positions, we are unable to make reasonably reliable estimates of the period of cash settlement, if any, with the respective taxing authorities. Accordingly, uncertain tax positions of $0.6 million as of March 31, 2026 have been excluded from the contractual obligations table above. See Note 9 in our accompanying consolidated financial statements for additional information on uncertain tax positions. Operating Leases . We rent manufacturing facilities and office space under operating leases expiring on various dates through 2037. The terms of certain lease agreements require security deposits in the form of bank guarantees and letters of credit, with $4.4 million in the aggregate outstanding as of March 31, 2026. Purchase Commitments. At March 31, 2026, we had unrecorded commitments under contract of $351.0 million. Purchase commitments consisted of third-party cloud services of $225.9 million; third-party fulfillment and digital services of $69.0 million; software of $35.3 million; insurance costs of $5.5 million; professional and consulting fees of $4.5 million; production-related temporary labor of $3.3 million; advertising of $2.9 million; production and computer equipment purchases of $2.5 million; and other commitments of $2.1 million. Senior Secured Credit Facility and Interest Payments. On September 26, 2024, we entered into an amendment to our Restated Credit Agreement to extend the maturity date of our senior secured revolving credit facility to September 26, 2029 and reduced the minimum credit spread on borrowing and the minimum commitment fee on unused balances, depending on our First Lien Leverage Ratio. Our $250.0 million senior secured revolving credit facility has $232.6 million unused as of March 31, 2026. There are no drawn amounts on the Revolving Credit Facility, but our outstanding letters of credit reduce our unused balance. Our unused balance can be drawn at any time so long as we are in compliance with our debt covenants, and if any loans made under the Revolving Credit Facility are outstanding on the last day of any fiscal quarter, then we are subject to a financial maintenance covenant that the First Lien Leverage Ratio (as defined in the Restated Credit Agreement) calculated as of the last day of such quarter shall not exceed 3.25 to 1.00. Any amounts drawn under the Revolving Credit Facility will be due on September 26, 2029. Interest payable included in the above table is based on the interest rate as of March 31, 2026 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 March 31, 2026, we have borrowings under our Restated Credit Agreement of $1,064.7 million, consisting of the term loan, which amortizes over the loan period, with a final maturity date of May 17, 2028. 2032 Senior Notes and Interest Payments. On September 26, 2024, we completed a private placement of $525.0 million in aggregate principal amount of senior unsecured notes due 2032 (the "2032 Notes"). We used the net proceeds from the 2032 Notes, together with cash on hand, to redeem all of the outstanding 2026 Notes, and pay associated accrued interest and all related financing fees. Our $525.0 million 2032 Notes bear interest at a rate of 7.375% per annum and mature on September 15, 2032. Interest on the 2032 Notes is payable semi-annually on March 15 and September 15 of each year. Refer to Note 8 in the accompanying consolidated financial statements for additional information. 40 Debt Covenants. The Restated Credit Agreement and the indenture that governs our 2032 Notes contain covenants that restrict or limit certain activities and transactions by Cimpress and our subsidiaries. As of March 31, 2026, we were in compliance with all covenants under our Restated Credit Agreement and the indenture governing our 2032 Notes. Refer to Note 8 in the accompanying consolidated financial statements for additional information. Other Debt. In addition, we have other debt which consists primarily of term loans acquired through our various acquisitions or used to fund certain capital investments. As of March 31, 2026, we had $14.8 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 March 31, 2026 is $38.1 million, net of accumulated depreciation of $26.0 million. The present value of lease installments not yet due included in other current liabilities and other liabilities in our consolidated balance sheet at March 31, 2026 amounts to $43.9 million. Additional Non-GAAP Financial Measures Constant-currency revenue growth and constant-currency revenue growth excluding acquisitions/divestitures (which we refer to above as organic constant-currency revenue growth), in each case as defined and presented in the consolidated results of operations section above (with reconciliations to GAAP revenue growth), as well as adjusted EBITDA and adjusted free cash flow presented below, are supplemental measures of our performance that are not required by, or presented in accordance with, GAAP. We do not, nor do we suggest that investors should, consider such non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. Adjusted EBITDA is defined as net income plus income tax expense plus (gain) loss on early extinguishment of debt plus interest expense, net plus other expense (income), net plus depreciation and amortization plus share-based compensation expense plus earn-out related charges plus certain impairments plus restructuring-related charges less the gain or loss on purchase or sale of subsidiaries as well as the disposal of assets. In addition, adjusted EBITDA includes the impact of certain items that are recognized in other income, net which includes realized gains or losses on currency derivatives that are intended to hedge our adjusted EBITDA exposure to foreign currencies for which we do not apply hedge accounting, as well as proceeds from insurance recoveries. Adjusted EBITDA is the primary profitability metric by which we measure our consolidated financial performance and is provided to enhance investors' understanding of our current operating results from the underlying and ongoing business for the same reasons it is used by management. For example, for acquisitions, we believe excluding the costs related to the purchase of a business (such as amortization of acquired intangible assets, contingent consideration, or impairment of goodwill) provides further insight into the performance of the underlying acquired business in addition to that provided by our GAAP net income. Adjusted free cash flow is the primary financial metric by which we set quarterly and annual budgets both for individual businesses and Cimpress-wide. Adjusted free cash flow is defined as net cash provided by (used in) operating activities less purchases of property, plant and equipment, purchases of intangible assets not related to acquisitions, and capitalization of software and website development costs that are included in net cash used in investing activities; plus the proceeds from sale of assets, payment of contingent consideration in excess of acquisition-date fair value, and gains on proceeds from insurance that are not included in net cash provided by operating activities, if any. We use this cash flow metric because we believe that this methodology can provide useful supplemental information to help investors better understand our ability to generate cash flow after considering certain investments required to maintain or grow our business, as well as eliminate the impact of certain cash flow items presented as operating cash flows that we do not believe reflect the cash flow generated by the underlying business. Our adjusted free cash flow measure has limitations as it may omit certain components of the overall cash flow statement and does not represent the residual cash flow available for discretionary expenditures. For example, adjusted free cash flow does not incorporate our cash payments to reduce the principal portion of our debt or cash payments for business acquisitions. Additionally, the mix of property, plant and equipment purchases that we choose to finance may change over time. We believe it is important to view our adjusted free cash flow measure only as a complement to our entire consolidated statement of cash flows. 41 The table below sets forth net income (loss) and adjusted EBITDA for the three and nine months ended March 31, 2026 and 2025: In thousands Three Months Ended March 31, Nine Months Ended March 31, 2026 2025 2026 2025 Net income (loss) $ 14,643 $ (8,020) $ 70,653 $ 41,211 Exclude expense (benefit) impact of: Income tax expense 11,709 12,144 42,884 42,290 (Gain) loss on early extinguishment of debt — (19) — 498 Interest expense, net 25,397 26,995 80,460 87,575 Other (income) expense, net (2,580) 9,441 (7,761) (10,745) Depreciation and amortization 37,406 34,300 110,642 105,057 Share-based compensation expense 14,630 12,684 46,254 42,690 Certain impairments and other adjustments (534) 2,369 732 2,938 Restructuring-related charges 2,813 466 4,416 728 Include certain items that are a part of other income (expense), net: Realized (losses) gains on currency derivatives (1) (2,959) 340 (10,197) (1,517) Adjusted EBITDA $ 100,525 $ 90,700 $ 338,083 $ 310,725 _________________ (1) 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 nine months ended March 31, 2026 and 2025: In thousands Nine Months Ended March 31, 2026 2025 Net cash provided by operating activities $ 173,198 $ 190,598 Purchases of property, plant and equipment (74,533) (68,211) Capitalization of software and website development costs (50,106) (47,591) Proceeds from the sale of assets 3,391 2,357 Adjusted free cash flow $ 51,950 $ 77,153