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Item 7. Management’s Discussion and Analysis

2026-08-07 compared with 2025-08-08 · 177 added, 174 removed, 402 unchanged (47% of the section changed)

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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.

Cimpress helps millions of businesses build brands, stand out, and grow via customized physical marketing products and branded merchandise.

Cimpress is the global leader in web-to-print mass customization, delivering high-quality, affordable custom products quickly and conveniently—even in low quantities.

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.

Mass customization is a core element of the business model of each Cimpress business and is a competitive strategy that seeks to produce goods and services to meet individual customer needs with near mass production efficiency.

As of June 30, 2026, we have numerous operating segments under our management reporting structure that are reported in the following five reportable segments:

Vista, PrintBrothers, The Print Group, National Pen, and All Other Businesses.

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

tariff environment remains fluid.

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

customers in multiple locations in the U.S., Canada and Mexico.

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

customers in Canada and Mexico.

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

During the fourth quarter of fiscal year 2025, we implemented price increases to mostly offset the combination of tariffs and the loss of the de minimis tariff exemption on Chinese-sourced goods.

In our Vista business, we believe we were able to offset the new tariffs through pricing changes.

In our National Pen business, we were able to largely offset the tariffs, but did experience net costs.

In total we incurred approximately

$3 million in tariff-related costs, net of pricing increases, during the fourth quarter primarily during the period of the highest Chinese tariffs.

We continue to work to mitigate the impact of tariffs on Cimpress and our U.S.

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

The de minimis exemption for shipments of under $800 per day to individual U.S.

customers is expected to end on August 29, 2025 under a recently signed Executive Order, however, most of the computed value of the products we produce in Canada and Mexico for U.S.

customers remains covered by exemptions due to their compliance with the US-Mexico-Canada (USMCA) trade agreement and the International Emergency Economic Powers Act (IEEPA) carve out for informational materials.

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

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

Financial Summary

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

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

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

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

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

• Operating income decreased by $21.1 million to $226.3 million.

• Net income decreased by $165.0 million to $12.9 million.

• Adjusted EBITDA (a non-GAAP financial measure) decreased by $35.5 million to $433.2 million.

• Diluted net income per share attributable to Cimpress plc decreased by $5.85 to $0.58.

• Operating income increased by $24.8 million to $251.0 million.

• Net income increased by $84.3 million to $97.1 million.

• Adjusted EBITDA (a non-GAAP financial measure) increased by $25.3 million to $458.5 million.

• Diluted net income per share attributable to Cimpress plc increased by $3.21 to $3.79.

• Cash provided by operating activities decreased by $14.4 million to $283.7 million.

• Adjusted free cash flow (a non-GAAP financial measure) decreased by $25.6 million to $122.4 million.

For the year ended June 30, 2025, the increase in reported consolidated revenue was primarily driven by external revenue growth in our Vista and PrintBrothers reportable segments.

Revenue growth was led by strong revenue performance in Vista product categories like PPAG, signage, and packaging and labels, as well as continued order volume growth in our PrintBrothers reportable segment.

Consolidated revenue growth was dampened by lower revenue for certain products in the U.S., mainly from weaker demand for business cards in our Vista business and home decor products in our BuildASign business, as well as lower revenue in the direct mail channel of our National Pen business particularly in North America and decreased direct sales in our traditional product portfolio in Europe within The Print Group reportable segment.

The decrease to operating income of $21.1 million during the year ended June 30, 2025 was driven by the non-recurrence of approximately $12 million of items that benefited the prior year, as well as approximately $5 million of discrete items that negatively impacted the current year, which included an Australian land duty tax in the second quarter of the current fiscal year that we are appealing related to our 2019 redomiciliation to Ireland, as well as a combined increase in impairment and restructuring charges of $9.3 million and startup costs of $3.8 million for a new U.S.

manufacturing facility that started production in March 2025.

Additionally, as previously described, the increased cost of tariffs in the U.S., net of price increases, had a negative $3 million impact during the fourth quarter of the current fiscal year.

Operating income was also also impacted by lower gross margins due to the product mix shift described above, as well as higher operating expenses.

These items were offset in part by

$12.4 million of lower amortization of acquired intangible assets due to the runoff of fully amortized assets across several of our previously acquired businesses and reduced share-based compensation expense of $6.7 million.

For the year ended June 30, 2025, net income decreased by $165.0 million to $12.9 million due to the operating income decline described above.

In addition, we recognized $133.5 million of higher income tax expense ($84.1 million of expense in the current year versus $49.4 million of benefit in the prior year) due primarily to a change of estimate to increase our valuation allowance in Switzerland.

We also recognized higher unrealized hedging losses, as compared to the prior year.

Adjusted EBITDA decreased during the year ended June 30, 2025, for similar reasons described above, as operating expenses more than offset the growth in gross profit.

Gross profit growth in our fastest growing product categories continues to be offset in part by the decline in certain higher margin product categories that has weighed on gross margins as compared to the prior year.

During the year ended June 30, 2025 , cash from operations decreased $52.7 million year over year, primarily driven by the lower net income as described above, as well as unfavorable changes in net working capital year over year of $33.1 million partially offset by lower cash taxes .

Adjusted free cash flow decreased by $113.0 million for the year ended June 30, 2025, due to the operating cash flow decrease described above, as well as a $34.1 million increase in capitalized expenditures, primarily due to planned investments in new production equipment and facility expansion.

Proceeds from the sale of assets decreased by $20.5 million, driven by the prior-year sale of our previously owned customer service facility located in Jamaica and manufacturing facility in Japan.

For the year ended June 30, 2026, the increase in reported consolidated revenue was driven by external revenue growth across all of our reportable segments, as well as currency benefits and the addition of revenue from recent tuck-in acquisitions in our PrintBrothers and The Print Group reportable segments.

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 increase to operating income of $24.8 million during the year ended June 30, 2026, was primarily driven by organic gross profit growth due to the revenue growth discussed above, cost improvements, and benefits from currency.

Gross profit grew despite $13.8 million of additional costs from investments in the expansion of our North America production network that include start-up costs, the reversal of Canadian duty drawback receivables of $4.7 million following unfavorable trade rulings, and inventory write downs of $1.8 million, partially offset by the benefit from U.S.

tariff refunds of $6.9 million that were recognized during the fourth quarter of the current fiscal year.

This gross profit growth was partially offset by increases in advertising costs and operating expenses during the year ended June 30, 2026.

Net income increased $84.3 million during the year ended June 30, 2026, as compared to the prior fiscal year.

The net income increase was driven by the operating income growth described above, as well as higher unrealized hedging gains and lower interest and income tax expenses.

Adjusted EBITDA increased by $25.3 million during the year ended June 30, 2026, for similar reasons as the increase in operating income as described above, as well as $10.1 million in year-over-year currency benefits.

Tuck-in acquisitions within the PrintBrothers and The Print Group reportable segments contributed $1.4 million to adjusted EBITDA, net of transaction-related costs, for the year ended June 30, 2026.

During the year ended June 30, 2026 , cash from operations decreased $14.4 million year over year, driven by an increase in cash tax payments of $25.4 million , as well as a less favorable change in net working capital year over year that was influenced by increases in inventory and timing items, and an increase in restructuring payments of $5.2 million .

These items were partially offset by the net income increase described above.

Adjusted free cash flow decreased by $25.6 million for the year ended June 30, 2026, primarily driven by the decrease in cash flow from operations as described above.

Adjusted free cash flow was also impacted by a $11.2 million increase in capital expenditures mainly driven by the expansion of our North America production network, and a $3.0 million increase in capitalized software and website development costs, primarily driven by investments in our mass customization platform and related technology enhancements.

Refer to the "Additional Non-GAAP Financial Measures" section of Management's Discussion and Analysis for the reconciliation of our non-GAAP financial measures.

tariff environment remains volatile.

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.

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 invalidated duties were 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 expired on July 24, 2026.

On July 24, 2026, the U.S.

government implemented broad-based Section 301 tariffs of 10% to 12.5% that replaced the 10% global rate that expired the same day.

Also, a 50% tariff on certain Canadian goods under Section 338 was announced to take effect on August 19, 2026.

Our initial assessment is that these would affect a small portion of products fulfilled in Canada for U.S.

customers, and we are actively operationalizing supply chain and fulfillment adjustments to mitigate a substantial portion of any prospective cost impact.

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 the importer of record for various impacted goods, we submitted refund requests through the U.S.

Customs portal for most eligible Phase 1 IEEPA tariffs paid, and the majority of our requests have been accepted.

During the fourth quarter of fiscal year 2026, we recognized a benefit within cost of revenue in the amount of $6.9 million, which included all submitted and accepted Phase 1 IEEPA tariff refunds.

We are pursuing all available avenues for reimbursement for additional claims outside of the Phase 1 application process.

On June 29, 2026, the Phase 2 application process opened and we have filed for approximately $10 million in refunds.

We have not recognized any benefit for Phase 2 refund claims, since the acceptance and timing of the recovery of those claims remain uncertain.

Consolidated Results of Operations

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Our businesses generate revenue primarily from the sale and shipment of customized products.

We also generate revenue, to a much lesser extent (and primarily in our Vista business), from digital services, graphic design services, website design and hosting, and social media marketing services, as well as a small percentage of revenue from order referral fees and other third-party offerings.

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.

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

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

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

In thousands Year Ended June 30, Currency

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

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

Refer to Note 15 of the accompanying consolidated financial statements for additional details.

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

For the year ended June 30, 2025, the reported revenue growth of $111.2 million was primarily driven by revenue growth in our Vista and PrintBrothers reportable segments and $4.6 million of positive effects from currency exchange rate fluctuations as compared to the prior year.

Excluding the effect of changes in currency exchange rates and inter-segment revenue, the largest increase in revenue was from our Vista business with $81.5 million of incremental revenue for the year ended June 30, 2025.

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

Our PrintBrothers reportable segment also contributed $24.2 million of increased revenue for the year ended June 30, 2025, excluding the effect of changes in currency exchange rates and inter-segment revenue, primarily driven by continued order volume and customer growth, partially offset by customers purchasing lower quantities in certain product categories.

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

For the year ended June 30, 2026, the reported revenue growth of $333.6 million was primarily driven by revenue growth in our VistaPrint and PrintBrothers reportable segments.

Revenue was positively impacted by $126.2 million from currency exchange rate fluctuations, and $68.3 million from the addition of revenue from recently acquired businesses as compared to the prior fiscal year.

Excluding the effect of changes in currency exchange rates, acquisitions, and inter-segment revenue, the largest increase in revenue was from our VistaPrint business with an increase of $69.1 million for the year ended June 30, 2026.

VistaPrint revenue was higher year over year across all regions, with strong growth in elevated products.

Our PrintBrothers reportable segment also contributed $38.4 million of increased revenue for the year ended June 30, 2026, excluding the effect of changes in currency exchange rates, acquisitions, and inter-segment revenue, partly driven by 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

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% of revenue 53.7 % 52.5 % 51.5 %

For the year ended June 30, 2025, cost of revenue increased by $90.6 million year over year, driven by increases in third-party fulfillment costs of $33.1 million, due in in part to product mix shifts toward faster-growing product categories that leverage our third-party fulfillment network.

In addition, variable-based manufacturing and shipping costs increased by $27.2 million and $15.1 million, respectively, primarily driven by volume-related increases.

In the aggregate, our variable cost of goods sold increased by approximately 100 basis points, as a percentage of revenue, due to the previously mentioned product mix shift to product categories that generally have higher gross profit per order but lower gross margins than many of our legacy products including business cards.

Other discrete items that contributed to the increase in cost of revenue were the recognition of a $2.6 million impairment charge in the third quarter of fiscal 2025 for our planned sale of a facility by our National Pen business, as well as increased fixed startup costs that were recognized as part of a new U.S.

manufacturing facility that resulted in cost of revenue of $1.6 million for the year ended June 30, 2025.

The cost increase was also impacted by the nonrecurrence of a favorable tax ruling of $3.0 million that benefited the prior year.

Currency exchange fluctuations had a positive benefit year-over-year of $5.4 million for the year ended June 30, 2025.

For the year ended June 30, 2026, year-over-year cost of revenue increased by $221.3 million and included $78.8 million of impact from currency exchange rate fluctuations.

The increase in cost of revenue includes higher third-party fulfillment costs of $66.7 million, higher internal manufacturing costs of $47.1 million, and higher shipping costs of $19.8 million primarily driven by volume-related increases and product mix shifts, as well as start-up costs from the expansion of our North American production network as described above.

Cost of revenue was also impacted by costs from our recent tuck-in acquisitions of $41.9 million, the write off of Canadian duty drawback

receivables of $4.7 million that are no longer collectible due to a recent change in customs rulings in our VistaPrint business, inventory write downs of $1.8 million, and 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.

These increases were partially offset by a tariff refund benefit of $6.9 million related to accepted Phase 1 IEEPA tariffs that were recognized during the fourth quarter of fiscal year 2026.

We have not recognized any benefit for Phase 2 refund IEEPA tariff claims, since the acceptance and timing of the recovery of those claims remain uncertain, however we have submitted approximately $10 million in claims.

Consolidated Operating Expenses

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% of revenue 0.2 % 0.2 % 0.0 %

Impairment of goodwill (2) $ — $ — $ 5,609

% of revenue — % — % 0.2 %

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(1) Refer to Note 18 in our accompanying consolidated financial statements for additional details relating to restructuring expense.

(2) During fiscal year 2023, we recognized a goodwill impairment charge of $5.6 million related to one of our small businesses that is part of our All Other Businesses reportable segment.

Refer to Note 7 in the accompanying consolidated financial statements for additional details.

Technology and development expense

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

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

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

Technology and development expense increased by $12.1 million for the year ended June 30, 2025, as compared to the prior year, driven by $5.9 million of higher cash compensation costs that were impacted in part by our annual merit cycle.

In addition, third-party technology costs increased by $4.4 million driven partly by our businesses' further adoption of certain products offered through our mass customization platform, as well as increased business volumes, which has collectively increased consumption of those services.

Amortization of capitalized software also increased $2.8 million as compared to the prior year, due to an increase in the capitalized asset base driven by continued investment in technology capabilities across many of our businesses.

These items were offset in part by $1.4 million of lower share-based compensation costs, due to lower attainment of the performance conditions in our 2025 PSU grants.

For the year ended June 30, 2026, year-over-year technology and development expense increased by $18.5 million primarily driven by higher year-over-year cash compensation costs of $8.1 million due in part by our annual merit cycle and to a lesser extent the addition of cash compensation costs from our recently acquired businesses.

Third-party technology costs increased $7.1 million, primarily driven by growth in business volume.

Amortization of capitalized software increased year over year by $3.4 million due to continued investment in technology capabilities across many of our businesses.

Marketing and selling expense

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

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

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

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and third-party payment processing fees.

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

For the year ended June 30, 2025, marketing and selling expenses increased by $24.1 million, partly due to higher cash compensation costs of $18.3 million, driven by our annual merit cycle, as well as hiring in our Vista business.

In addition, advertising spend increased by $9.8 million, as compared to the prior year, largely driven by volume-driven increases to advertising spend, as well as targeted advertising investments.

Additionally, for the current year, advertising was higher due to the higher cost of performance advertising in the U.S.

market during the second quarter of the current fiscal year.

These were offset in part by $2.7 million of lower share-based compensation costs, due to lower attainment of the performance conditions in our 2025 PSU grants.

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 year ended June 30, 2026, year-over-year marketing and selling expenses increased by $56.8 million partly due to higher year-over-year advertising spend of $21.4 million 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.

In addition, the marketing and selling expense increases reflected higher cash compensation costs of $16.4 million driven in part by our annual merit cycle and targeted areas of hiring that are driven in part by volume-related increases in our customer service operations, and the addition of $7.7 million of cash compensation costs from our recently acquired businesses.

General and administrative expense

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

General and administrative expenses increased by $12.8 million during the year ended June 30, 2025 as compared to the prior year, driven by $5.8 million of higher long-term incentive cash compensation, due to prior-year reductions in estimated payouts for certain businesses, as well as higher cash compensation costs that were impacted by our annual merit cycle, and a $2.9 million charge recognized in the second quarter of the current fiscal year for a land duty tax in Australia related to our 2019 redomiciliation to Ireland that we are appealing.

These increases were offset in part by $2.9 million of lower share-based compensation costs, due to lower attainment of the performance conditions in our 2025 PSU grants.

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 year ended June 30, 2026, year-over-year general and administrative expenses increased by $16.8 million driven by higher year-over-year cash compensation costs of $10.2 million due in part from our annual merit cycle, and the addition of $3.1 million of cash compensation costs from our recently acquired businesses.

Professional service fees increased $5.9 million, driven in part by acquisition-related transaction costs of $1.8 million.

These increases were partially offset by lower long-term incentive cash compensation costs of $1.2 million due to changes in the estimated payout for certain businesses.

Two discrete items also impacted the increase year over year:

a benefit from the non-recurrence of a $2.9 million charge recognized in fiscal year 2025 for a land duty tax that we continue to contest in Australia related to our 2019 redomiciliation to Ireland, and a partially offsetting $2.7 million of sales tax reserves recognized in fiscal year 2026.

Other Consolidated Results

Other (expense) income, net

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

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

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 (expense) income, net:

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

Year Ended June 30,

2026 2025 2024

(Losses) gains on derivatives not designated as hedging instruments $ (35,027) $ 3,915 $ 3,311

Currency-related gains (losses), net 21,090 (2,818) 16,350

Other gains (losses) 355 486 (1,163)

Total other (expense) income, net $ (13,582) $ 1,583 $ 18,498

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

Gains (losses) on derivatives not designated as hedging instruments $ 21,935 $ (35,027) $ 3,915

Currency-related (losses) gains, net (12,935) 21,090 (2,818)

Other gains 2,340 355 486

Total other income (expense), net $ 11,340 $ (13,582) $ 1,583

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.

For fiscal year 2026, increases in unrealized gains on derivatives not designated as hedging instruments were offset in part by $10.2 million of higher realized losses recognized during the current fiscal year.

We expect volatility to continue in future periods, as we do not apply hedge accounting for most of our derivative currency contracts.

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

Interest expense, net decreased $4.6 million during the year ended June 30, 2025, primarily due to a year-over-year decrease to our weighted average interest rate (net of interest rate swaps) on our senior secured Term Loan B arising in part from our repricing actions in May 2024 and December 2024 that reduced the credit spread on our outstanding debt.

Gain (loss) on extinguishment of debt

During the year ended June 30, 2025, we recognized $0.5 million of losses on the extinguishment of debt primarily due to the net write-off of unamortized debt discount and financing fees associated with the refinancing of our Term Loan B.

Refer to Note 9 in our accompanying consolidated financial statements for additional details.

For the year ended June 30, 2026, the year-over-year interest expense, net decreased $9.5 million 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, as well as year over year reductions in our benchmark rate, term SOFR.

Income tax expense

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Effective tax rate 36.5 % 86.7 % (38.4) %

Income tax expense for the year ended June 30, 2025 increased versus the prior year primarily due to a change in estimate of our Swiss valuation allowance.

During the fourth quarter of 2025 we recognized tax expense of $26.8 million to adjust the partial valuation allowance in Switzerland to reflect the current estimated usage of these tax assets.

We considered all available evidence, including the near-term impact of recent product-mix shifts in the Vista segment, the expectation of the timing of future taxable income, and the expiration of the tax assets.

This is compared to a tax benefit of $105.8 million in the year ended June 30, 2024 to partially release the full valuation allowance previously recorded in the period ended December 31, 2022.

As some of these tax assets will expire prior to when they can be used, a partial valuation allowance remained against those expected to expire unused.

The prior year release was based on cumulative income in Switzerland, current period and forecasted profits resulting in the ability to utilize some of these tax assets prior to their expiration.

For the year ended June 30, 2026, income tax expense decreased compared to the prior fiscal year primarily due to expense recognized in fiscal year 2025 driven by an increase in the Swiss valuation allowance.

Additionally, we had reduced losses year-over-year in certain jurisdictions for which we cannot recognize a tax benefit that also contributed to the decreased effective tax rate.

We believe that our income tax reserves are adequately maintained by taking into consideration both the technical merits of our tax return positions and ongoing developments in our income tax audits.

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

For purposes of measuring and reporting our segment financial performance, we implemented changes to the methodology used for inter-segment transactions during the first quarter of fiscal 2025.

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

We have recast the prior periods presented for segment revenue and segment EBITDA to ensure comparability with the current fiscal year.

These changes in methodology have no impact on our consolidated financial results.

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 15 in our accompanying consolidated financial statements for additional details.

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

(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 15 of the accompanying consolidated financial statements for additional details.

Segment Revenue

Vista's reported revenue and constant-currency revenue growth for the year ended June 30, 2025 was 5%.

Revenue growth for the year ended June 30, 2025 was stronger for product categories like promotional products, apparel, signage and packaging and labels.

In addition, revenue growth was stronger in Europe.

Revenue growth was dampened by a decline in the business cards and stationery product category in the U.S., influenced by the negative impact from algorithm changes in the organic search channel that we've continued to optimize against.

VistaPrint's reported revenue growth for the year ended June 30, 2026 was 6%, and was positively affected by currency exchange rate fluctuation of 2%, resulting in constant-currency revenue growth of 4%.

For the year ended June 30, 2026, VistaPrint had strong growth in elevated products, partially offset by a year-over-year decline of 2% in business card and stationery products.

Geographically, all regions drove revenue growth.

Segment Profitability

For the year ended June 30, 2025, segment EBITDA decreased by $0.4 million, primarily due to modest gross profit growth that was more than offset by the combination of higher advertising spend of $7.1 million that was driven by increases in performance marketing spend in the U.S.

market, as well as higher operating expenses as compared to the prior year.

Vista's gross profit growth was dampened by the decline in business cards and stationery revenue described above, since this category has a higher variable gross margin than Vista's faster-growing product categories.

Currency exchange fluctuations had a positive year-over-year impact of $3.8 million for the year ended June 30, 2025.

VistaPrint's segment EBITDA for the year ended June 30, 2026, increased by $25.1 million, primarily due to gross profit growth of $54.1 million, despite the weight of increased investment in our North America manufacturing operations of $11.2 million and the write off of Canadian duty drawback receivables of $4.7 million.

benefited from $3.8 million of U.S.

tariff refunds.

Partially offsetting the gross profit growth was an increase in advertising spend of $12.3 million, that was primarily related to an increase in performance advertising spend, which as a percentage of revenue was lower versus the prior fiscal year.

In addition, operating expenses increased by $16.6 million, driven primarily by compensation increases from our annual merit cycle and volume-based operating costs.

For the year ended June 30, 2026, fluctuations in currency exchange rates benefited segment EBITDA year over year by $7.5 million.

PrintBrothers

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

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

Refer to Note 15 of the accompanying consolidated financial statements for additional details.

Segment Revenue

PrintBrothers' reported revenue growth for the year ended June 30, 2025 was positively affected by currency of 1%, resulting in organic constant currency revenue growth of 4%.

Organic constant-currency revenue growth was driven primarily by order volume growth.

Increased volumes from new customer growth was partially offset by decreased order sizes in categories such as flyers, brochures and magazines that was influenced by macroeconomic softness in the German market and the nonrecurrence of election-related demand during the prior year.

PrintBrothers' reported revenue growth for the year ended June 30, 2026 was positively affected by currency exchange rate fluctuation of 8%, and tuck-in acquisitions by 8%, resulting in organic constant-currency revenue growth of 7%.

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

Segment Profitability

PrintBrothers' segment EBITDA for the year ended June 30, 2025 decreased $8.2 million, partially due to an increase in advertising spend of $6.7 million, driven by one of the segment's businesses testing into new digital marketing channels, as well as the non-recurrence of discrete items that benefited the prior year by $2.0 million, as well as higher operating expenses.

These items were offset in part by gross profit growth that was driven by the revenue growth described above, as well as positive year-over-year impacts from currency exchange fluctuations of $1.1 million for the year ended June 30, 2025.

PrintBrothers' segment EBITDA for the year ended June 30, 2026 increased $17.1 million, partly due to positive year-over-year impacts from currency exchange fluctuation of $6.8 million and segment EBITDA contributions from recent acquisitions of $1.1 million, net of transaction related costs.

Excluding the effect of currency and recent acquisitions, segment EBITDA was positively impacted by organic gross profit growth of $11.3 million, which was driven by the revenue growth described above, offset in part by an increase in operating expenses of $3.5 million, driven by technology investments and compensation increases from our annual merit cycle.

The Print Group

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

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

Refer to Note 15 of the accompanying consolidated financial statements for additional details.

Segment Revenue

The Print Group's reported revenue growth was positively affected by currency exchange rate fluctuations of 1%, resulting in constant-currency revenue growth for the year ended June 30, 2025 of 6%, and was driven by increased fulfillment for other Cimpress businesses.

This growth was partially offset by lower overall order values and decreased direct sales of traditional portfolio products.

The Print Group's reported revenue growth for the year ended June 30, 2026 was positively affected by currency exchange rate fluctuation of 7%, and a tuck-in acquisition which positively impacted revenue growth by 3%, resulting in constant-currency revenue growth of 7%.

Organic constant-currency revenue growth was primarily driven by increased fulfillment for other Cimpress businesses.

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

Segment Profitability

The Print Group's segment EBITDA increased $4.6 million during the year ended June 30, 2025 as compared to the prior year largely driven by revenue growth from cross-Cimpress fulfillment as described above and gross margin expansion due to reductions in key input costs such as raw materials.

The gross profit growth for the year ended June 30, 2025 was partially offset by $3.8 million of startup costs related to Pixartprinting's new U.S.

Currency exchange fluctuations had a positive year-over-year impact of $1.0 million for the year ended June 30, 2025.

The Print Group's segment EBITDA increased $13.4 million during the year ended June 30, 2026, partly due to positive year-over-year impacts from currency exchange fluctuation of $5.5 million.

Excluding the effect of currency, segment EBITDA was positively impacted by an increase in gross profit, driven by the revenue growth described above, as well as reduced startup costs related to Pixartprinting's U.S.

facility that opened in fiscal year

For the year ended June 30, 2026, these impacts were partially offset by an increase of $2.9 million in variable long-term incentive compensation expense, driven by changes in estimated payouts.

In thousands Year Ended June 30,

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

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

Refer to Note 15 of the accompanying consolidated financial statements for additional details.

Segment Revenue

For the year ended June 30, 2025, National Pen's revenue growth was positively impacted 1% by currency exchange rate fluctuations, resulting in constant-currency revenue growth of 4% as compared to the prior year.

National Pen revenue growth was driven by growth in e-commerce and cross-Cimpress fulfillment for other Cimpress businesses.

These growing channels were offset by revenue declines in mail order where National Pen continued to optimize for efficiency of direct mail advertising.

National Pen's reported revenue growth for the year ended June 30, 2026 was positively impacted by currency exchange rate fluctuation of 4%, resulting in constant-currency revenue growth of 6%, driven by growth in external revenue, mostly from growth within e-commerce and telesales channels, as well as an increase in fulfillment for other Cimpress businesses.

Segment Profitability

National Pen's segment EBITDA increased $1.7 million for the year ended June 30, 2025 driven by the revenue growth described above, and $3.2 million of lower advertising spend intended to drive efficiency across channels.

Currency exchange fluctuations had a positive year-over-year impact of $1.3 million for the year ended June 30, 2025.

National Pen's segment EBITDA increased $8.7 million for the year ended June 30, 2026, and benefited from $3.1 million of U.S.

tariff refunds, and a positive fluctuation in currency exchange rates of $2.3 million.

Segment EBITDA growth was also supported by lower variable long-term incentive compensation expense of $5.3 million, driven by changes in estimated payouts, partially offset by $0.6 million of inventory write downs.

All Other Businesses

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

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

Refer to Note 15 of the accompanying consolidated financial statements for additional details.

Segment Revenue

All Other Businesses' revenue growth was negatively impacted 1% by currency exchange rate fluctuations, resulting in constant-currency revenue growth of 8% during the year ended June 30, 2025.

BuildASign, the largest business in this segment, delivered strong growth from fulfillment for other Cimpress businesses, which was partially offset by lower revenue for canvas print products.

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

All Other Businesses' revenue growth for the year ended June 30, 2026 was positively impacted by currency exchange rate fluctuation of 1%, resulting in constant-currency revenue growth of 12%.

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 year ended June 30, 2025, segment EBITDA decreased $0.6 million versus the prior year, largely driven by higher long-term incentive compensation expense of $3.0 million due to a prior-year reversal of expense driven by changes in estimated payouts that did not recur during the current-year period.

In addition, gross profits declined year over year during the seasonally significant second quarter for our BuildASign business, driven by lower revenue in canvas print products, as well as gross margin compression driven in part by temporary production inefficiencies related to new capabilities.

Currency exchange fluctuations had a positive year-over-year impact of $0.5 million for the year ended June 30, 2025.

For the year ended June 30, 2026, segment EBITDA was flat year-over-year, largely driven by the offsetting impacts of gross profit growth from the revenue growth described above, offset by higher variable long-term incentive compensation expense of $2.4 million, driven by changes in estimated payouts, $2.5 million of start-up costs from the expansion of our North American production network, and $1.2 million of inventory write downs.

EBITDA was further reduced by fluctuation in currency exchange rates of $0.5 million.

Central and Corporate Costs

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

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

shared service organizations such as global procurement;

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

and corporate functions including our tax, treasury, internal audit, legal, sustainability, corporate communications, remote-first enablement, consolidated reporting and compliance, investor relations, and the functions of our CEO and CFO.

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

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

During the year ended June 30, 2025, central and corporate costs increased by $3.0 million as compared to the prior year, due in part to a $2.9 million charge recognized in the second quarter for a land duty tax in Australia related to our 2019 redomiciliation to Ireland that we are appealing.

In addition, cash compensation costs in our central functions increased, as a result of both hiring in our central technology organization and our annual merit cycle.

We also recognized higher third-party technology costs, as a result of continued adoption and usage of mass customization platform products that are developed by our central technology teams.

These increases were partially offset by lower unallocated share-based compensation expense year over year of $9.5 million due to lower attainment associated with performance share units granted during the current fiscal year.

During the year ended June 30, 2026, year-over-year central and corporate costs increased by $4.5 million, primarily due to compensation increases of $2.9 million from our annual merit cycle, as well as higher professional services fees of $2.0 million, and higher unallocated share-based compensation expense of $1.0 million, driven by fluctuations in the attainment levels year over year associated with the performance conditions of our performance share units.

These items were partially offset by the non-recurrence of a $2.9 million charge recognized in the year ended June 30, 2025 for a land duty tax that we continue to contest in Australia related to our 2019 redomiciliation to Ireland.

Liquidity and Capital Resources

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• Net income of $97.1 million.

• Adjustments for non-cash items of $265.6 million primarily related to adjustments for depreciation and amortization of $141.1 million, share-based compensation costs of $58.9 million, deferred taxes of $42.0 million, and unrealized currency-related losses of $12.6 million

• Net working capital inflows of $19.6 million, primarily due to increases in accrued expenses, driven in part by our higher total cost base and the timing of payments

• Proceeds from the settlement of derivatives designated as hedging instruments of $5.4 million

• Proceeds from the maturity of held-to-maturity securities of $4.5 million

• Proceeds from the sale of assets of $3.1 million

• Adjustments for non-cash items of $198.0 million primarily related to adjustments for depreciation and amortization of $151.8 million, share-based compensation costs of $61.4 million and deferred taxes of $4.6 million, offset in part by unrealized currency-related gains of $26.4 million.

• Net proceeds from borrowings of debt of $10.0 million, including the impact of the amended and restated senior secured credit agreement, offset by financing fees paid and our term loan amortization payments.

Refer to Note 10 in the accompanying consolidated financial statements for additional details.

• Proceeds from the sale of assets of $6.0 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 $2.7 million.

• Net proceeds from sales and purchases of noncontrolling interests of $0.4 million, comprising proceeds of $24.8 million related to the sale of a minority 8.75% aggregate equity interest in each of the businesses within the PrintBrothers reportable segment, offset by $24.4 million in purchases of minority equity interests in various businesses within the same reportable segment.

Refer to Notes 9 and 14 in the accompanying consolidated financial statements for additional details.

Cash outflows:

• Capital expenditures of $89.0 million, of which the majority is related to the purchase of manufacturing and automation equipment for our production facilities

• Purchases of our ordinary shares for $77.8 million

• Capital expenditures of $100.2 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 $67.0 million for software and website development that we have capitalized.

• Net repayments of debt of $25.0 million, including the impact of the refinancing of our 2026 Notes and amendment to our Senior Secured Credit Facility, as well as financing fees paid.

Refer to Note 9 in the accompanying consolidated financial statements for additional details.

• Payment of withholding taxes in connection with share awards of $21.9 million, primarily driven by the vesting of restricted and performance share unit grants

• Purchases of our ordinary shares for $50.1 million.

• Business acquisitions, net of cash acquired of $32.4 million, which related to tuck-in acquisitions that were not material and are included in our PrintBrothers and The Print Group reportable segments.Refer to Note 7 in the accompanying consolidated financial statements for additional details.

• Payment of withholding taxes in connection with share awards of $19.3 million, primarily driven by the vesting of restricted and performance share units.

• Payments for finance lease arrangements of $11.7 million.

• Purchase of noncontrolling interests of $4.1 million

• Net working capital outflows of $11.4 million, primarily due to increases in inventory levels and prepaid expenses and other assets, offset in part by increases in accrued expenses.

Additional Liquidity and Capital Resources Information.

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We have historically used excess cash and cash equivalents for organic investments, share repurchases, acquisitions and equity investments, and debt reduction.

During the year ended June 30, 2025, we purchased and

retired 1,193,355 of our ordinary shares for $77.8 million.

During the year ended June 30, 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.

Subsequent Event.

On July 2, 2026, we completed the acquisition of Saxoprint for €120 million, subject to a post-closing adjustment.

We are actively pursuing a sale-leaseback of their manufacturing facility to reduce the net cash outlay for the acquisition, however, no definitive agreement has been executed at this time for the potential transaction.

Refer to Note 20 in the accompanying consolidated financial statements for additional details.

Supply Chain Financing Program.

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Indefinitely Reinvested Earnings.

As of June 30, 2025, a portion of our cash and cash equivalents were held by our subsidiaries, and undistributed earnings of our subsidiaries that are considered to be indefinitely reinvested were $93.8 million.

As of June 30, 2026, a portion of our cash and cash equivalents were held by our subsidiaries.

We do not intend to repatriate these funds as the cash and cash equivalent balances are generally used and available, without legal restrictions, to fund ordinary business operations and investments of the respective subsidiaries.

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production and computer equipment purchases of $1.5 million;

advertising of $0.7 million;

insurance costs of $0.4 million;

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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.

On June 4, 2026, we amended and restated our senior secured credit agreement, refinancing our prior term loans with a new $1.1 billion senior secured term loan facility due June 4, 2033 and extending the maturity of our $250.0 million senior secured revolving credit facility to June 4, 2031.

Our $250.0 million senior secured revolving credit facility has $232.7 million unused as of June 30, 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.

There are no drawn amounts on the Revolving Credit Facility as of June 30, 2026, 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 the aggregate principal amount of outstanding revolving loans, swingline loans and unreimbursed letter of credit disbursements made under the Revolving Credit Facility exceeds 20% of the aggregate revolving commitments as of the last day of any fiscal quarter, then we are subject to a financial maintenance covenant requiring that the Consolidated Leverage Ratio calculated as of the last day of such quarter may not exceed 4.50 to 1.00.

Any amounts drawn under the Revolving Credit Facility will be due on June 4, 2031.

Interest payable included in the above table is based on the interest rate as of June 30, 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 June 30, 2025, we have borrowings under our Restated Credit Agreement of $1,072.8 million, consisting of the Term Loan B, which amortizes over the loan period, with a final maturity date of May 17, 2028.

As of June 30, 2026, we have borrowings under our Restated Credit Agreement of $1,097.3 million, consisting of the term loan, which amortizes over the loan period, with a final maturity date of June 4, 2033.

2032 Senior Notes and Interest Payments.

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

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

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.

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.

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2026 2025 2024

Net income (loss) $ 12,852 $ 177,808 $ (185,715)

Net income $ 97,114 $ 12,852 $ 177,808

Exclude expense (benefit) impact of:

Income tax expense (benefit) 84,107 (49,362) 155,493

Loss (gain) on early extinguishment of debt 498 666 (6,764)

Income tax expense

55,778 84,107 (49,362)

Loss on early extinguishment of debt 3,722 498 666

Interest expense, net

105,751 115,231 119,822

Other expense (income), net 13,582 (1,583) (18,498)

Other (income) expense, net (11,340) 13,582 (1,583)

Depreciation and amortization 151,838 141,131 151,764

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Restructuring-related charges 6,261 5,528 423

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

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

Proceeds from insurance 1,241 — —

Realized (losses) gains on currency derivatives (1)

(14,169) (3,994) 2,406

Adjusted EBITDA $ 458,498 $ 433,167 $ 468,682

_________________

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

(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.

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We generate revenue primarily from the sale and shipment of customized manufactured products.

To a much lesser extent (and only in our Vista business) we provide digital services, website design and hosting, and email marketing services, as well as a small percentage from order referral fees and other third-party offerings.

To a much lesser extent (and only in our VistaPrint business) we provide digital services, website design and hosting, and email marketing services, as well as a small percentage from order referral fees and other third-party offerings.

Revenues are recognized when control of the promised products or services is transferred to the customer in an amount that reflects the consideration we expect to be entitled to in exchange for those products or services.

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We recognize the impact of forfeitures as they occur.

We have issued PSUs that include a performance condition, in which compensation costs are recorded if it is probable that the performance condition will be achieved.

The fair value is determined based on the quoted price of our ordinary shares on the date of the grant and our estimated attainment percentage of the related performance condition.

Until the performance condition is measured, changes in the estimated attainment percentages may cause expense volatility since a cumulative expense adjustment will be recognized in the period a change occurs.

Income Taxes .

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

What changed 10-K

Item 7. Management’s Discussion and Analysis