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Item 1A. Risk Factors

2026-08-07 compared with 2025-08-08 · 75 added, 84 removed, 266 unchanged (37% of the section changed)

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• our pricing and marketing strategies and those of our competitors

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

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

or other countries

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

• changes in U.S.

and other countries' trade policies, including the types, amounts, and durations of any tariffs imposed on our products or our supply chain materials

• our hedging activity

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

• costs and charges resulting from litigation

• costs and charges resulting from pending or threatened litigation

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

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• impairments of our tangible and intangible assets including goodwill

• the results of our minority investments and joint ventures

• the outcomes of our minority investments and joint ventures

Some of our expenses, such as building leases, depreciation related to previously acquired property and equipment, and personnel costs, are relatively fixed.

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Accordingly, any shortfall in revenue may cause significant variation in operating results in any period.

Our operating results have, at times, fallen below the expectations of public market analysts and investors, which has led to declines in the price of our ordinary shares in the past and may do so again in the future.

Our operating results have, at times, fallen below the expectations of public market analysts and investors, which has led to declines in the price of our ordinary shares and may do so again in the future.

If we do not promote, strengthen, and evolve our brands, we could lose customers and revenue and fail to acquire new customers.

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• difficulty repatriating cash from some countries

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

• changes in governmental trade policies, difficulty importing and exporting our products and supply chain materials across borders, and difficulty complying with customs regulations of countries where we produce and/or sell products

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

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

The trade and tariff environment continues to evolve and is highly unpredictable.

presidential administration has announced and/or implemented, and could continue to announce and/or implement, new and/or increased tariffs on goods imported into the United States, which has generated, and could continue to generate, various trade and tariff-related responses from other countries.

Certain of the recent tariffs were imposed pursuant to the International Emergency Economic Powers Act (50 U.S.C.

§ 1701 et seq.) (IEEPA), and 50 U.S.C.

§ 1702(b)(3) explicitly precludes the President from regulating the importation of "informational materials" under IEEPA.

Any change to the statutory basis upon which the U.S.

presidential administration relies for imposing tariffs could materially and adversely impact our financial results if we are unable to rely upon the "informational materials" exclusion for most of our U.S.

imported printed products and such products were not otherwise exempt from tariffs under the United States-Mexico-Canada Agreement.

The recently adopted bill H.R.

119‑21 provides for the elimination of the de minimis exemption from import taxes and duties codified in 19 U.S.C.

§ 1321(a)(2)(C) for commercial shipments, which currently benefits our business, effective July 1, 2027;

however, we currently expect the de minimis exemption to end even sooner, on August 29, 2025, based on a recently signed Executive Order.

We operate manufacturing facilities throughout the world, including one in Ontario, Canada that primarily services our Vista business, and others in Mexico, the United States, Australia, Brazil and throughout Europe.

If the United

States, whether based on statutes or through trade agreements, imposes and enforces significant tariffs applicable to imports from Canada, Mexico, China or any of the other countries in which we manufacture our products and/or source materials for any meaningful period, we would incur increased costs in operating our business and our financial results could be materially and adversely affected.

In addition, if other countries impose and enforce increased or additional tariffs for any meaningful period, our business could be materially and adversely affected.

In addition to changes in U.S.

trade policy, other changes to U.S.

policy may impact, among other things, the U.S.

and global economy, international trade relations, unemployment, immigration, healthcare, taxation, the U.S.

regulatory environment, inflation and other areas.

At this time we cannot predict the impact, if any, of any of these potential changes to our business.

Until we know what policy changes are made and enforced and how those changes impact our business and the business of our competitors over the long term, we will not know if, overall, we will benefit from them or be negatively affected by them.

The trade and tariff environment applicable for the United States and other countries relevant to our operations continues to evolve and remains highly unpredictable.

The United States has announced and/or implemented, and could continue to announce and/or implement, new and/or increased tariffs, duties, fees, customs requirements, and other trade restrictions on goods imported into the United States, which has generated, and could continue to generate, various trade and tariff-related responses from other countries.

The statutory basis, scope, amount, duration, exemptions, and exclusions applicable to tariffs and trade-related measures and related de minimis treatment, customs entry processes, and other rules may evolve and do so quickly, including as a result of legislation, executive action, trade agreements, administrative guidance, or litigation.

In particular, duty-free de minimis treatment under 19 U.S.C.

§ 1321(a)(2)(C) for low-value commercial shipments that would otherwise be eligible for that treatment has been suspended for shipments not covered by 50 U.S.C.

§ 1702(b), and the $800 commercial de minimis exemption is separately scheduled to be eliminated by statute effective July 1, 2027.

Any loss, limitation, or uncertainty regarding duty-free treatment, customs entry processes, or exclusions for informational materials could increase our costs, require changes to our supply chain, fulfillment, logistics, pricing, or surcharge practices, or reduce demand for affected products.

We operate manufacturing facilities throughout the

world, including one in Ontario, Canada that primarily services our VistaPrint business, and others in Mexico, the United States, Australia, Brazil and throughout Europe.

If the United States, whether based on statutes or through trade agreements, imposes and enforces significant tariffs or other trade-related measures applicable to imports from Canada, Mexico, China or any of the other countries in which we manufacture our products and/or source materials for any meaningful period, we would incur increased costs in operating our business and our financial results could be materially and adversely affected.

Furthermore, if other countries impose and enforce increased or additional tariffs or other trade-related measures for any meaningful period, our business could be materially and adversely affected.

For example, the United States has recently imposed or announced tariffs applicable to imports from Canada and many other countries in which we manufacture products or source materials, as further discussed below in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

These measures could increase our costs, require changes to our supply chain, fulfillment, logistics, pricing, or surcharge practices, reduce demand for affected products, and materially and adversely affect our business and financial results.

In addition to trade policy changes, changes to other U.S.

or other countries' policies may impact, among other things, the U.S.

and global economy, international trade relations, unemployment, immigration, healthcare, taxation, regulatory environments, and inflation;

and we cannot predict the impact, if any, on our business of these and future policy changes.

In addition, we are exposed to fluctuations in currency exchange rates that have impacted, and may continue to impact, items such as the translation of our revenue and expenses, remeasurement of our intercompany balances, and the value of our cash and cash equivalents and other assets and liabilities denominated in currencies other than the U.S.

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Also, our hedging objectives may be targeted at improving our non-GAAP financial metrics, which could result in increased volatility in our GAAP results.

Since some of our hedging activity addresses long-term exposures, such as our net investment in our subsidiaries, the gains or losses on those hedges could be recognized before the offsetting exposure materializes to offset them, potentially causing volatility in our cash or debt balances, and therefore our leverage.

Since some of our hedging activity addresses long-term exposures, such as our net investment in our subsidiaries, the gains or losses on those hedges could be recognized before the offsetting exposure materializes, potentially causing volatility in our cash or debt balances, and therefore our leverage.

Failure to protect our information systems and the confidential information of our customers, employees, and business partners against security breaches and thefts could damage our reputation and brands, subject us to litigation and enforcement actions, and substantially harm our business and results of operations.

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We and third parties with which we share information have experienced, and will continue to experience, threats to and breaches of our and their data and systems, cyberattacks and other malicious activity, including physical and electronic break-ins, computer viruses, ransomware attacks, and phishing and other social engineering scams, among other threats.

Security threats continue to evolve and become more sophisticated and more difficult to detect and defend against, including by the increased use of artificial intelligence to enhance attacks, and our vulnerabilities may be heightened by our decentralized operating structure and many of our employees working remotely.

Despite our efforts, a hacker or thief may defeat our security measures, or those of our third-party service providers, partners, or vendors, and obtain confidential or personal information, and we or the third party may not discover the security breach and theft of information for a significant period of time after the breach occurs or at all.

Security threats continue to evolve and become more sophisticated and more difficult to detect and defend against, including by the increased use of artificial intelligence, deepfakes, synthetic media, and other automation to enhance attacks, and our vulnerabilities may be heightened by our decentralized operating structure and many of our employees working remotely.

Despite our efforts, a hacker or thief may defeat our security measures, or those of our third-party service providers, partners, or vendors, and obtain confidential or personal information, and we or the third party may not discover the security breach and theft of information or accurately assess its scope, business impact, or materiality for a significant period of time after the breach occurs or at all.

We may need to significantly increase the resources we expend to protect against security breaches and thefts of data or to address problems caused by breaches or thefts, and we may not be able to anticipate cyber attacks or implement adequate preventative measures.

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• misuse of our and our customers' and employees' confidential or personal information

• failure to comply with legal and industry privacy regulations and standards

• failure to comply with legal and industry privacy, cybersecurity, or incident reporting regulations and standards

• exposure to losses, costs, litigation, enforcement actions, and other liability

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Any failure or perceived failure by us to comply with any of these laws, guidelines, or principles could result in actions against us by governmental entities or others, a loss of customer confidence, and damage to our brands.

In addition, the regulatory landscape is constantly changing, as various regulatory bodies throughout the world enact new laws concerning privacy, data retention, data transfer, and data protection including possible limitations on our ability to use customer data and regulating the use of artificial intelligence and machine learning.

In addition, the regulatory landscape is constantly changing, as various regulatory bodies throughout the world enact new laws concerning privacy, data retention, data transfer, data protection, cybersecurity, online tracking, targeted advertising, and the use of AI and machine learning, including possible limitations on our ability to use customer data.

Complying with these varying and changing requirements is challenging, especially for our smaller, more thinly staffed businesses, and could cause us to incur substantial costs or require us to change our business practices in a manner adverse to our business and operating results.

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These methods include promoting our products and services through paid channels such as online search, display, and television, as well as leveraging our owned and operated channels such as email, direct mail, our social media accounts, telesales, and SMS messaging.

When the costs of these channels significantly increase or the effectiveness of these channels significantly declines, such as from changes to algorithms or targeting rules and/or from shifts in consumer behavior in online search and shopping related to artificial intelligence (AI)-based discovery tools and chatbots, which we have experienced in the past and may experience in the future, then our ability to efficiently attract new and repeat customers is reduced, our revenue and net income decline, and our business and results of operations are harmed.

Shifts in online search behavior, including the rise of generative AI tools and agentic search technologies, may negatively impact customer traffic and acquisition efficiency and conversion rates, which could materially harm our business, results of operations, and financial condition.

Consumers are increasingly relying on generative AI tools and agentic search technologies, such as conversational search engines, autonomous shopping assistants, and AI-powered product recommendations, to discover, compare, and purchase products and services.

These emerging tools represent a shift away from traditional search engine behavior and direct website visits, which have historically driven a significant portion of our customer traffic and conversion activity.

As generative AI and agentic search tools become more prevalent and integrated into consumers’ browsing and purchasing workflows, we may experience a decline in visibility within digital ecosystems we do not directly control.

This could include lower rankings in AI-generated product summaries, reduced referral traffic from major platforms, or increased reliance on third-party interfaces that prioritize competing offerings.

When the costs of these channels significantly increase or the effectiveness of these channels significantly declines, such as from changes to algorithms or targeting rules and/or from shifts in consumer behavior in online search and shopping related to AI-based discovery tools and chatbots, which we have experienced in the past and may experience in the future, our ability to efficiently attract new and repeat customers is reduced, our revenue and net income decline, and our business and results of operations are harmed.

Shifts in online search behavior, including the rise of generative and agentic AI tools and technologies, may negatively impact customer traffic and acquisition efficiency and conversion rates, which could materially harm our business, results of operations, and financial condition.

Consumers are increasingly relying on generative and agentic AI tools and technologies, such as conversational search engines, autonomous shopping assistants, and AI-powered product recommendations, to discover, compare, and purchase products and services.

These tools and technologies represent a shift away from traditional search engine behavior and direct website visits, which have historically driven a significant portion of our customer traffic and conversion activity.

As these tools and technologies become more prevalent and integrated into consumers’ browsing and purchasing workflows, we may experience a decline in visibility within digital ecosystems we do not directly control.

This could include, among other things, lower rankings in AI-generated product summaries, reduced referral traffic from major platforms, or increased reliance on third-party interfaces that prioritize competing offerings.

These changes could adversely affect our customer acquisition cost, conversion rates, and overall brand control.

Furthermore, our ability to adapt to new search paradigms may be limited by technology constraints, data availability, or platform interoperability, especially if generative AI search providers restrict access to their ecosystems or favor end-to-end platforms that control the full customer journey.

Furthermore, our ability to adapt to new search paradigms may be limited by technology constraints, data availability, or platform interoperability, especially if generative and agentic AI search providers restrict access to their ecosystems or favor end-to-end platforms that control the full customer journey.

Failure to effectively navigate this shift could materially harm our business, results of operations, and financial condition.

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Our profitability has historically been highly seasonal.

Our second fiscal quarter, which ends on December 31, includes the majority of the holiday shopping season and typically accounts for a disproportionately high portion of our earnings for the year, primarily due to higher sales of home and family products such as holiday cards, calendars, photo books, and personalized gifts.

In addition, our National Pen business has historically generated a large portion of its profits during the second fiscal quarter.

Lower than expected sales during the second quarter, which we have experienced in the past and may experience in the future, have a disproportionately large impact on

our operating results and financial condition for the full fiscal year.

Likewise, an inability of our manufacturing and other operations to keep up with the high volume of orders during our second fiscal quarter or other inefficiencies in our production or disruptions of our supply chains during the quarter, resulting in higher than expected costs, which we have experienced in the past and may experience in the future, have a disproportionately large impact on our earnings results and financial condition for the full fiscal year, as well as delays in order fulfillment and delivery and other disruptions, which negatively impact our ability to attract repeat customers, our reputation, and our future financial results.

Our second fiscal quarter, which ends on December 31, includes the majority of the holiday shopping season and typically accounts for a disproportionately high portion of earnings for the year for us overall and within certain business units, primarily due to higher sales of home and family products such as holiday cards, calendars, photo books, and personalized gifts.

Lower than expected sales during the second quarter, which we have experienced in the past and may experience in the future, have a disproportionately large impact on our operating results and financial condition for the full fiscal year.

inability of our manufacturing and other operations to keep up with the high volume of orders during our second fiscal quarter or other inefficiencies in our production or disruptions of our supply chains during the quarter, resulting in higher than expected costs, which we have experienced in the past and may experience in the future, have a disproportionately large impact on our earnings results and financial condition for the full fiscal year, as well as delays in order fulfillment and delivery and other disruptions, which negatively impact our ability to attract repeat customers, our reputation, and our future financial results.

Our businesses face risks related to interruption of operations and lack of redundancy.

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• fire, natural disaster, or extreme weather, which could be exacerbated by climate change

• pandemic or other public health crisis

• ransomware and other cyber security attacks

• ransomware, attacks on external websites or internal networks by hackers or other malicious parties, and other cyber security attacks

• labor strike, work stoppage, labor disruption or other workforce issues

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• power loss or telecommunication failure

• attacks on external websites or internal networks by hackers or other malicious parties

• outages, degradations, price increases, cyber incidents, financial distress, or other failures of third-party technology, payment, logistics, cloud, production, fulfillment, or other service providers

• inadequate capacity in systems and infrastructure to cope with periods of high volume and demand

• lack of affordable materials available to manufacture our supplies or products

• pandemic or other public health crisis

Any interruptions to our systems or operations, or those of our suppliers, service providers, third-party fulfillers, business partners, and customers, could result in lost revenue and/or increased costs, as well as negative publicity, damage to our reputation and brands, and other adverse effects on our business and results of operations.

Building redundancies into our infrastructure, systems, and supply chain to mitigate these risks may require us to commit substantial financial, operational, and technical resources.

We may not be successful in advancing the use of artificial intelligence, which involves significant risks, and competitors may develop new or better products using artificial intelligence that take market share, which could adversely affect our business, brand perception, or financial results.

We use artificial intelligence (AI), including generative AI, in many parts of our value chain.

We may not be successful in advancing the use of AI, which involves significant risks, and competitors may develop new or better products using AI that take market share, which could adversely affect our business, brand perception, or financial results.

We use AI, including generative AI and third-party AI tools and models, in many parts of our value chain.

There can be no assurance that we will be successful in using AI to enhance our products or services or otherwise benefit our business, including our efficiency or profitability, and there are significant risks involved in developing and deploying AI.

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New laws, rules, directives, and regulations governing the use of AI, new or enhanced governmental or regulatory scrutiny, litigation, or other legal liability, ethical concerns, negative consumer perceptions as to automation and AI, or other complications could also adversely affect our business, brand perception, or financial results.

In addition, statements we make about our use of AI, AI capabilities, strategy, benefits, limitations, or risks may be subject to regulatory, investor, customer, or other scrutiny, and any such statements that are, or are perceived as, inaccurate, inconsistent with our actual practices, or overstated could lead to reputational harm, litigation, enforcement action, or other liability.

Further, we face competition from other companies that are developing their own AI products and technologies that may have a negative impact on our value chain, including in the areas of design services and content creation.

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In addition, AI tools are rapidly shifting consumer behavior in online search and shopping, particularly relative to traditional search engines, which may require rapid strategic and technical adaptations and investments, including further standardizing and optimizing our data structures, all of which could increase our costs or otherwise adversely affect our business or financial results.

Moreover, the pace of innovation in AI and developments related to its use, together with the breadth of its potential applications to our industry, make it impossible to identify or predict all of the risks related to using AI or all of the AI-related risks to our business.

Moreover, the pace of

innovation in AI and developments related to its use, together with the breadth of its potential applications to our industry, make it impossible to identify or predict all of the risks related to using AI or all of the AI-related risks to our business.

Failure to meet our customers' price or other expectations adversely affects our business and results of operations.

Demand for our products and services is sensitive to customers' expectations, particularly as to price for almost all of our businesses, and past changes in our pricing strategies had a significant impact on the numbers of customers and orders in some regions, which in turn adversely affected our revenue, profitability, and results of operations.

Many factors impact our pricing and marketing strategies, including the costs of running our business, the costs of raw materials, our competitors' pricing and marketing strategies, and the effects of inflation.

Demand for our products and services is sensitive to customers' expectations, particularly as to price for almost all of our businesses, and past changes in our pricing strategies had a significant impact on customer and order volume in some regions, which in turn adversely affected our revenue, profitability, and results of operations.

Many factors impact our pricing and marketing strategies, including our infrastructure and operating expenses, the costs of raw materials, our competitors' pricing and marketing strategies, and the effects of inflation.

We may not be able to mitigate increases in our costs by increasing the prices of our products and services.

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An acquisition, minority investment, or joint venture may fail to achieve our goals and expectations and may have a negative impact on our business and financial results in a number of ways including the following:

• The business we acquired or invested in may not perform or fit with our strategy as well as we expected.

• Acquisitions and minority investments can be costly and can result in increased expenses including impairments of goodwill and intangible asserts if financial goals are not achieved, assumptions of contingent or unanticipated liabilities, amortization of certain acquired assets, and increased tax costs.

• They may not perform or fit with our strategy as well as we expected, and we may not realize anticipated synergies, returns on capital, free cash flow benefits, or other strategic benefits.

• They can be costly and can result in increased expenses including impairments of goodwill and intangible assets if financial goals are not achieved, assumptions of contingent or unanticipated liabilities, amortization of certain acquired assets, and increased tax costs.

In addition, we may overpay for acquired businesses.

• The management of our acquired businesses, minority investments, and joint ventures may be more expensive or may take more resources than we expected.

• Managing them may be more expensive or may require more resources than we expected.

In addition, continuing to devote resources to a struggling business can take resources away from other investment areas and priorities.

• We may not be able to retain customers and key employees of the acquired businesses.

• We may not be able to retain their customers and key employees.

In particular, it can be challenging to motivate the founders who built a business to continue to lead the business after they sell it to us.

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Developing and deploying our mass customization platform is costly and resource-intensive, and we may not realize all of the anticipated benefits of the platform.

can be leveraged independently or together by our businesses and third parties to perform common tasks that are important to mass customization.

A key component of our strategy is the development and deployment of a mass customization platform, which is a cloud-based collection of software services, APIs, web applications and related technology offerings that can be leveraged independently or together by our businesses and third parties to perform common tasks that are important to mass customization.

The process of developing new technology is complex, costly, and uncertain and requires us to commit significant resources before knowing the extent to which our businesses may adopt and/or continue to utilize components of our mass customization platform or the extent to which the platform may make us more effective and competitive.

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We are subject to safety, health, and environmental laws and regulations, which could result in liabilities, cost increases, or restrictions on our operations.

We are subject to a variety of safety, health and environmental, or SHE, laws and regulations across the jurisdictions in which we operate.

We are subject to a variety of safety, health and environmental (SHE) laws and regulations across the jurisdictions in which we operate.

SHE laws and regulations frequently change and evolve, including the addition of new SHE regulations, especially with respect to climate change.

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Complying with existing SHE laws and regulations is costly, and we expect our costs to significantly increase as new SHE requirements are added and existing requirements become more stringent.

In some cases we pursue self-imposed socially responsible policies that are more stringent than is typically required by laws and regulations, for instance in the areas of worker safety, team member social benefits, and environmental protection such as carbon reduction initiatives.

In some cases we pursue self-imposed socially responsible policies that are more stringent than required by laws and regulations, for instance in the areas of worker safety, team member social benefits, and environmental protection such as carbon reduction initiatives.

The costs of this added SHE effort are often substantial and could grow over time.

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If we are unable to protect our intellectual property rights, our reputation and brands could be damaged, and others may be able to use our technology, which could substantially harm our business and financial results.

We rely on a combination of patents, trademarks, trade secrets, copyrights, and contractual restrictions to protect our intellectual property, but these protective measures afford only limited protection.

We rely on a combination of patents, trademarks, trade secrets, copyrights, and contractual restrictions to protect our intellectual property, but these measures afford only limited protection.

Despite our efforts to protect our proprietary rights, unauthorized parties may be able to copy or use technology or information that we consider proprietary.

There can be no guarantee that any of our pending patent applications or continuation patent applications will be granted, and from time to time we face infringement, invalidity, intellectual property ownership, or similar claims brought by third parties with respect to our patents.

In addition, despite our trademark registrations throughout the world, our competitors or other entities may adopt names, marks, or domain names similar to ours, thereby impeding our ability to build brand identity and possibly leading to customer confusion.

In addition, despite our trademark registrations

throughout the world, our competitors or other entities may adopt names, marks, or domain names similar to ours, thereby impeding our ability to build brand identity and possibly leading to customer confusion.

Enforcing our intellectual property rights can be extremely costly, and a failure to protect or enforce these rights could damage our reputation and brands and substantially harm our business and financial results.

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Our business is dependent on the Internet, and unfavorable changes in government regulation of the Internet, e-commerce, and email marketing could substantially harm our business and financial results.

Because most of our businesses depend primarily on the Internet for our sales, laws specifically governing the Internet, e-commerce, and email marketing may have a greater impact on our operations than other more traditional businesses.

Because most of our businesses primarily depend on the Internet for our sales, laws specifically governing the Internet, e-commerce, and email marketing may have a greater impact on our operations than other more traditional businesses.

In particular, laws covering pricing, customs, privacy, consumer protection, or commercial email may impede the growth of e-commerce and our ability to compete with traditional “brick and mortar” retailers.

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An inability to recruit, retain, develop, and motivate our employees in senior management and key roles such as technology, marketing, data science, and production would significantly increase the risk that we may not be able to execute on our strategy and grow our business as planned.

We have seen increased competition for talent in recent years that makes it more difficult for us to retain the employees we have and to recruit new employees and also drives up the cost of compensation, and our current management and employees may cease their employment with us at any time with minimal advance notice.

This retention risk is heightened with respect to the leaders of certain of our businesses who have in the past or may in the future receive substantial payouts from either their redeemable non-controlling interests in those businesses or long-term incentive awards, as it may be

challenging to retain and motivate them to continue running their businesses.

We have seen increased competition for talent in recent years that makes it more difficult for us to retain the employees we have and to recruit new

employees and also drives up the cost of compensation, and our current management and employees may cease their employment with us at any time with minimal advance notice.

Although we believe our remote-first way of working, which allows many of our team members to work remotely with no expectation that they will commute to a company facility, is a competitive advantage, it can be more challenging to engage, motivate, and develop team members in a remote work environment, and our success depends on an engaged and motivated workforce and on developing the skills and talents of our workforce.

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The competitive landscape for e-commerce companies and the mass customization market continues to change as new e-commerce businesses are introduced, established e-commerce businesses enter the mass customization and print markets, and traditional “brick and mortar” businesses establish an online presence.

With Vista's increased focus on design services, we now also face competition from companies in the design space, including those with AI-enabled design capabilities, some of which may be more established, experienced, or innovative than we are.

We also face competition from companies in the design space, including those with AI-enabled design capabilities, some of which may be more established, experienced, or innovative than we are.

Some of our current and potential competitors may have advantages over us, including longer operating histories, greater brand recognition or loyalty, broader customer reach, more focus on a given subset of our business, significantly greater financial, marketing, and other resources, production in lower-cost countries, speed of execution, or willingness to operate at a loss while building market share.

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If some or all of our markets enter a recession or other sustained economic downturn, demand for our products and services could be negatively impacted.

An economic downturn could result in potential customers, especially small and medium-sized businesses, not being able to afford our products and rely more on free social media channels to market themselves instead of the products and services we offer.

An economic downturn could result in potential customers, especially small and medium-sized businesses, not being able to afford our products and, for example, instead relying more on free social media channels to market themselves instead of the products and services we offer.

If demand for our products and services decreases, our business and financial results could be harmed.

In addition, we experienced material cost increases in recent years that caused volatility in our financial performance.

Although many costs have stabilized or come down in the last years, we cannot predict whether costs will increase in the future or by how much, our ability to offset such cost increases through pricing, and if our costs rise again there could be further impacts to our financial results.

Although many costs have since stabilized or come down, we cannot predict whether costs will increase in the future or by how much, or whether we can successfully offset such cost increases through pricing, and if our costs rise again there could be further impacts to our financial results.

Meeting our ESG goals will be costly, and our ESG policies and positions could expose us to reputational harm.

We face risks arising from the increased focus by our customers, investors, regulators, and others on environmental, social, and governance criteria, including with respect to climate change, labor practices, the diversity of our management and directors, and the composition of our Board.

Meeting the ESG goals we have set and publicly disclosed will require significant resources and expenditures, and we may face pressure to make commitments, establish additional goals, and take actions to meet them beyond our current plans.

Meeting the ESG goals will require significant resources and expenditures, and we may face pressure to make commitments, establish additional goals, and take actions to meet them beyond our current plans.

If customers, potential customers, regulators, or other influential groups or individuals are dissatisfied with our ESG goals or our progress toward meeting them, or our positions on ESG issues, then they may choose not to buy our products and services, or to otherwise target us negatively, which could lead to reduced revenue, and our reputation could be harmed.

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Our credit facility and the indentures that govern our notes restrict our current and future operations, particularly our ability to respond to changes or to take certain actions.

Our senior secured credit facility that governs our Term Loan B and revolving credit and the indenture that governs our 7.375% Senior Notes due 2032, which we collectively refer to as our debt documents, contain a number of restrictive covenants that impose significant operating and financial restrictions on us and may limit how we conduct our business, execute our strategy, compete effectively, or take advantage of new business opportunities, including restrictions on our ability to:

Our senior secured credit facility that governs our term loan and revolving credit and the indenture that governs our 7.375% Senior Notes due 2032, which we collectively refer to as our debt documents, contain a number of restrictive covenants that impose significant operating and financial restrictions on us and may limit how

we conduct our business, execute our strategy, compete effectively, or take advantage of new business opportunities, including restrictions on our ability to:

• incur additional indebtedness, guarantee indebtedness, and incur liens

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Borrowings under our credit facility are at variable rates of interest and expose us to interest rate risk, and any interest rate swaps we enter into in order to reduce interest rate volatility may not fully mitigate our interest rate risk.

If interest rates increase, our debt service obligations on the variable rate indebtedness will increase even if the amount borrowed remains the same, and our net income and cash flows, including cash available for servicing our

indebtedness, will correspondingly decrease.

As of June 30, 2026, a hypothetical 100 basis point increase in rates, inclusive of our outstanding interest rate swaps, would result in an increase of interest expense of approximately $7.4 million over the next 12 months, not including any yield from our cash and marketable securities.

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There are currently multiple initiatives for comprehensive tax reform underway in key jurisdictions where we have operations, and we cannot predict whether any other specific legislation will be enacted or the terms of any such legislation.

Furthermore, with the change in the U.S.

presidential administration and composition of the U.S.

Congress, the administration have made, and may in the future make changes to U.S.

Furthermore, U.S.

federal lawmakers have made, and may in the future make changes to U.S.

tax law, regulations, treaties and policies.

12 unchanged sentences

Because of this reduced liquidity, the trading of relatively small quantities of shares by our shareholders could disproportionately influence the price of those shares in either direction.

The price for our shares could, for example, decline precipitously if a large number of our ordinary shares were sold on the market without commensurate demand, as compared to a company with greater trading liquidity that could better absorb those sales without adverse impact on its share price.

The price for our shares could, for example, decline precipitously if a large number of our ordinary shares were sold on the

market without commensurate demand, as compared to a company with greater trading liquidity that could better absorb those sales without adverse impact on its share price.

Because of our corporate structure, our shareholders may find it difficult to enforce claims based on United States federal or state laws, including securities liabilities, against us or our management team.

32 unchanged sentences

Shareholder's pro rata share of other income of a CFC, even if not distributed, might also need to be included in a 10% U.S.

Shareholder’s gross income for United States federal income tax (and possibly state income tax) purposes under the Global Intangible Low-Taxed Income, or "GILTI," provisions of the U.S.

Shareholder’s gross income for United States federal income tax (and possibly state income tax) purposes under the Net CFC Tested Income, or "NCTI," provisions of the U.S.

In general, a non-U.S.

3 unchanged sentences

Shareholder and CFC status are complicated, depend on the particular facts relating to each investor, and are not necessarily the same as the rules for determining beneficial ownership for SEC reporting purposes.

For taxable years in which we are a CFC, each of our 10% U.S.

distributed by us, and might also be required to include its pro rata share of other income of ours, even if not distributed by us, under the GILTI provisions of the U.S.

For taxable years in which we are a CFC, each of

Shareholders will be required to include in its gross income for United States federal income tax (and possibly state income tax) purposes its pro rata share of our Subpart F income, even if the Subpart F income is not distributed by us, and might also be required to include its pro rata share of other income of ours, even if not distributed by us, under the NCTI provisions of the U.S.

We currently do not believe we are a CFC.

4 unchanged sentences

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-K

Item 1A. Risk Factors