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Item 8. Financial Statements and Supplementary Data

2026-08-07 compared with 2025-08-08 · 407 added, 392 removed, 1188 unchanged (40% of the section changed)

4 unchanged sentences

Consolidated Statements of Operations 49

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Statements of Comprehensive Income 50

Consolidated Statements of Shareholders’ Deficit 51

4 unchanged sentences

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Cimpress plc and its subsidiaries (the "Company") as of June 30, 2025 and 2024, and the related consolidated statements of operations, of comprehensive income (loss), of shareholders' deficit and of cash flows for each of the three years in the period ended June 30, 2025, including the related notes (collectively referred to as the "consolidated financial statements").

We have audited the accompanying consolidated balance sheets of Cimpress plc and its subsidiaries (the "Company") as of June 30, 2026 and 2025, and the related consolidated statements of operations, of comprehensive income, of shareholders' deficit and of cash flows for each of the three years in the period ended June 30, 2026, including the related notes (collectively referred to as the "consolidated financial statements").

We also have audited the Company's internal control over financial reporting as of June 30, 2026, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

18 unchanged sentences

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

and (iii) provide reasonable

assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

22 unchanged sentences

Cash and cash equivalents $ 248,851 $ 233,982

Marketable securities — 4,500

Accounts receivable, net of allowances of $ 6,772 and $ 7,957 , respectively

28 unchanged sentences

Shareholders’ deficit:

Preferred shares, nominal value €0.01 per share, 100,000,000 shares authorized;

none issued and outstanding

Ordinary shares, nominal value €0.01 per share, 100,000,000 shares authorized;

22 unchanged sentences

Restructuring expense 6,261 5,528 423

Impairment of goodwill — — 5,609

Income from operations 251,025 226,270 247,351

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

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

Interest expense, net ( 105,751 ) ( 115,231 ) ( 119,822 )

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

Income (loss) before income taxes 96,959 128,446 ( 30,222 )

Loss on early extinguishment of debt ( 3,722 ) ( 498 ) ( 666 )

Income before income taxes 152,892 96,959 128,446

Income tax expense (benefit) 55,778 84,107 ( 49,362 )

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

Net loss (income) attributable to noncontrolling interests 2,100 ( 4,126 ) ( 263 )

Net income (loss) attributable to Cimpress plc $ 14,952 $ 173,682 $ ( 185,978 )

Basic net income (loss) per share attributable to Cimpress plc $ 0.60 $ 6.64 $ ( 7.08 )

Diluted net income (loss) per share attributable to Cimpress plc $ 0.58 $ 6.43 $ ( 7.08 )

Net income 97,114 12,852 177,808

Net (income) loss attributable to noncontrolling interests ( 1,242 ) 2,100 ( 4,126 )

Net income attributable to Cimpress plc $ 95,872 $ 14,952 $ 173,682

Basic net income per share attributable to Cimpress plc $ 3.93 $ 0.60 $ 6.64

Diluted net income per share attributable to Cimpress plc $ 3.79 $ 0.58 $ 6.43

Weighted average shares outstanding — basic 24,425,018 24,923,797 26,151,968

8 unchanged sentences

General and administrative expense 29,807 29,314 32,215

Restructuring expense — — 2,440

See accompanying notes.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

1 unchanged sentence

2026 2025 2024

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

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

Other comprehensive income (loss), net of tax:

Foreign currency translation gains, net of hedges 2,727 1,035 6,530

Net unrealized (losses) gains on derivative instruments designated and qualifying as cash flow hedges ( 4,210 ) 7,087 9,991

Amounts reclassified from accumulated other comprehensive loss to net income (loss) for derivative instruments ( 3,310 ) ( 8,595 ) ( 2,873 )

Loss on pension benefit obligation, net ( 459 ) ( 350 ) ( 270 )

Comprehensive income (loss) 5,908 182,480 ( 178,369 )

Comprehensive loss (income) attributable to noncontrolling interests 1,437 ( 4,102 ) 4,459

Total comprehensive income (loss) attributable to Cimpress plc $ 7,345 $ 178,378 $ ( 173,910 )

Net unrealized gains (losses) on derivative instruments designated and qualifying as cash flow hedges 5,801 ( 4,210 ) 7,087

Amounts reclassified from accumulated other comprehensive income (loss) to net income for derivative instruments ( 3,201 ) ( 3,310 ) ( 8,595 )

Loss on pension benefit obligations, net ( 71 ) ( 459 ) ( 350 )

Comprehensive income 102,370 5,908 182,480

Comprehensive (income) loss attributable to noncontrolling interests ( 2,432 ) 1,437 ( 4,102 )

Total comprehensive income attributable to Cimpress plc $ 99,938 $ 7,345 $ 178,378

See accompanying notes.

10 unchanged sentences

Issuance of ordinary shares due to share option exercises, net of shares withheld for taxes 45 — — — 2,102 — — 2,102

Restricted share units vested, net of shares withheld for taxes 225 — — — ( 4,777 ) — — ( 4,777 )

Purchase and cancellation of ordinary shares ( 1,723 ) ( 19 ) — — ( 21,890 ) ( 135,073 ) — ( 156,982 )

Share-based awards vested, net of shares withheld for taxes 413 8 — — ( 16,432 ) — — ( 16,424 )

Share-based compensation expense — — — — 67,049 — — 67,049

Net loss attributable to Cimpress plc — — — — — ( 185,978 ) — ( 185,978 )

Net income attributable to Cimpress plc — — — — — 173,682 — 173,682

Redeemable noncontrolling interest accretion to redemption value — — — — — ( 1,124 ) — ( 1,124 )

Net unrealized gain on derivative instruments designated and qualifying as cash flow hedges — — — — — — 7,118 7,118

Net unrealized loss on derivative instruments designated and qualifying as cash flow hedges — — — — — — ( 1,508 ) ( 1,508 )

Foreign currency translation, net of hedges — — — — — — 6,554 6,554

Unrealized loss on pension benefit obligation, net of tax — — — — — — ( 270 ) ( 270 )

Unrealized loss on pension benefit obligations, net of tax — — — — — — ( 350 ) ( 350 )

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

7 unchanged sentences

Foreign currency translation, net of hedges — — — — — — 374 374

Unrealized loss on pension benefit obligation, net of tax — — — — — — ( 350 ) ( 350 )

Unrealized loss on pension benefit obligations, net of tax — — — — — — ( 459 ) ( 459 )

Balance at June 30, 2025 42,449 $ 597 ( 17,971 ) $ ( 1,363,550 ) $ 592,315 $ 225,117 $ ( 37,969 ) $ ( 583,490 )

12 unchanged sentences

Purchase and cancellation of ordinary shares ( 703 ) ( 8 ) — — ( 10,625 ) ( 39,444 ) — ( 50,077 )

Restricted share units vested, net of shares withheld for taxes 561 6 — — ( 21,938 ) — — ( 21,932 )

Share-based awards vested, net of shares withheld for taxes 515 7 — — ( 19,320 ) — — ( 19,313 )

Share-based compensation expense — — — — 59,457 — — 59,457

1 unchanged sentence

Redeemable noncontrolling interest accretion to redemption value — — — — — ( 2,127 ) — ( 2,127 )

Net unrealized loss on derivative instruments designated and qualifying as cash flow hedges — — — — — — ( 7,520 ) ( 7,520 )

Decrease due to purchase of noncontrolling interest — — — — ( 1,084 ) — — ( 1,084 )

Net unrealized gain on derivative instruments designated and qualifying as cash flow hedges — — — — — — 3,101 3,101

Foreign currency translation, net of hedges — — — — — — 1,036 1,036

Unrealized loss on pension benefit obligation, net of tax — — — — — — ( 459 ) ( 459 )

Unrealized loss on pension benefit obligations, net of tax — — — — — — ( 71 ) ( 71 )

Balance at June 30, 2026 42,319 $ 596 ( 17,971 ) $ ( 1,363,550 ) $ 623,454 $ 279,418 $ ( 33,903 ) $ ( 493,985 )

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited in thousands)

Year Ended June 30,

1 unchanged sentence

Operating activities

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

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

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

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

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

Share-based compensation expense 61,379 58,879 65,584

Impairment of goodwill — — 5,609

Deferred taxes 4,605 41,971 ( 94,442 )

Loss (gain) on early extinguishment of debt

123 515 ( 6,764 )

Unrealized loss (gain) on derivatives not designated as hedging instruments included in net income 37,734 ( 4,992 ) 34,393

Loss on early extinguishment of debt 558 123 515

Unrealized (gain) loss on derivatives not designated as hedging instruments included in net income ( 36,104 ) 37,734 ( 4,992 )

Effect of exchange rate changes on monetary assets and liabilities denominated in non-functional currency 9,737 ( 25,104 ) 116

9 unchanged sentences

Purchases of property, plant and equipment ( 100,243 ) ( 89,024 ) ( 54,927 )

Proceeds from the sale of subsidiaries, net of transaction costs and cash divested — — ( 4,130 )

Business acquisitions, net of cash acquired ( 32,390 ) ( 658 ) ( 3,621 )

1 unchanged sentence

Proceeds from the sale of assets 6,016 3,080 23,565

Purchases of marketable securities — — ( 84,030 )

Proceeds from maturity of held-to-maturity investments — 4,500 38,676

8 unchanged sentences

Payments of debt issuance costs ( 7,754 ) ( 11,647 ) ( 2,076 )

Payments of purchase consideration included in acquisition-date fair value — — ( 7,100 )

Payments of withholding taxes in connection with equity awards ( 21,932 ) ( 16,424 ) ( 4,448 )

Payments of finance lease obligations ( 11,740 ) ( 7,833 ) ( 10,140 )

Purchase of noncontrolling interests ( 24,425 ) ( 4,058 ) ( 65 )

Purchase of ordinary shares ( 77,775 ) ( 156,982 ) —

Proceeds from issuance of ordinary shares 1,375 2,102 327

Proceeds from sale of noncontrolling interest 24,814 — —

Distributions to noncontrolling interests — ( 821 ) ( 549 )

Proceeds from issuance of ordinary shares 2,711 1,375 2,102

Purchase of ordinary shares ( 50,077 ) ( 77,775 ) ( 156,982 )

Payments of withholding taxes in connection with equity awards ( 19,313 ) ( 21,932 ) ( 16,424 )

Other financing activities — 88 —

2 unchanged sentences

Effect of exchange rate changes on cash ( 5,251 ) 8,815 ( 94 )

Net increase (decrease) in cash and cash equivalents 30,207 73,462 ( 146,740 )

Net increase in cash and cash equivalents 14,869 30,207 73,462

Cash and cash equivalents at beginning of period 233,982 203,775 130,313

11 unchanged sentences

Cash paid for income taxes

58,692 33,288 49,414

Non-cash investing and financing activities

2 unchanged sentences

Amounts accrued related to capitalized software development costs 203 402 125

Amounts accrued related to business acquisitions 7,881 — —

See accompanying notes.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

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

Description of the Business

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.

Summary of Significant Accounting Policies

17 unchanged sentences

Book overdrafts that result from outstanding checks in excess of our bank balance are reclassified to other current liabilities.

Marketable Securities

At times, we hold certain investments that are classified as held-to-maturity as we have the intent and ability to hold them to their maturity dates.

Our policy is to invest in the following permitted classes of assets:

overnight money market funds invested in U.S.

Treasury securities and U.S.

government agency securities, U.S.

Treasury securities, U.S.

government agency securities, bank time deposits, commercial paper, corporate notes and bonds, and medium term notes.

We invest in securities with a remaining maturity of two years or less.

As the investments are classified as held-to-maturity, they are recorded at amortized cost and interest income is recorded as it is earned within interest expense, net.

We assess our securities for impairment when the fair value is less than amortized cost to determine if any risk of credit loss exists.

As our intent is to hold the securities to maturity, we must assess whether any credit losses related to our investments are recoverable and determine if it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis.

We did not record an allowance for credit losses and we recognized no impairments for any period presented.

Accounts Receivable

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Costs associated with preliminary stage software development, repair, maintenance, or the development of website content are expensed as incurred.

Amortization of previously capitalized amounts in the years ended years ended June 30, 2025, 2024, and 2023 was $ 62,775 , $ 62,590 , and $ 57,086 , respectively, resulting in accumulated amortization of $ 345,692 and $ 286,605 at June 30, 2025 and 2024, respectively.

Amortization of previously capitalized amounts in the years ended June 30, 2026, 2025, and 2024 was $ 66,551 , $ 62,775 , and $ 62,590 , respectively, resulting in accumulated amortization of $ 398,232 and $ 345,692 at June 30, 2026 and 2025, respectively.

Intangible Assets

We capitalize the costs of purchasing patents from unrelated third parties and amortize these costs over the estimated useful life of the patent.

The costs related to patent applications, pursuing others who we believe infringe on our patents, and defending against patent-infringement claims are expensed as incurred.

We record acquired intangible assets at fair value on the date of acquisition using the income approach to value the trade names, customer relationships, and customer network and a replacement cost approach to value developed technology and our print network.

11 unchanged sentences

We assess the fair value of assets, including intangible assets, using a variety of methods and each asset is measured at fair value from the perspective of a market participant.

The method used to estimate the fair values of intangible assets incorporates significant assumptions regarding the estimates a market participant would make in order to evaluate an asset, including a market participant’s use of the asset and the appropriate discount rates.

The method used to

estimate the fair values of intangible assets incorporates significant assumptions regarding the estimates a market participant would make in order to evaluate an asset, including a market participant’s use of the asset and the appropriate discount rates.

Assets acquired that are determined to not have economic use for us are expensed immediately.

13 unchanged sentences

We recognized no goodwill impairment charges during the years ended June 30, 2026, 2025, and 2024.

For the year ended June 30, 2023, we recognized a goodwill impairment charge of $ 5,609 .

The charge is a partial impairment of the goodwill for one of our reporting units within our All Other Businesses reportable segment.

Refer to Note 8 for additional details regarding the annual goodwill impairment test.

Mandatorily Redeemable Noncontrolling Interests

Noncontrolling interests held by third parties in consolidated subsidiaries are considered mandatorily redeemable when they are subject to an unconditional obligation to be redeemed by both parties.

Noncontrolling Interests

For subsidiaries where we own a controlling equity stake and a third party owns a minority portion, the balance sheet and operating activity are included in our consolidated financial statements, and we adjust net income in our consolidated statement of operations to exclude the noncontrolling interests' proportionate share of results.

We classify these noncontrolling interests within our consolidated balance sheets based on the following:

When noncontrolling interests are not subject to any redemption provisions that are outside of our control, we initially recognize these noncontrolling interests at fair value on the sale or acquisition date as part of permanent equity in shareholders deficit within our consolidated balance sheets.

When noncontrolling interests are subject to a redemption provision that is outside of our control, we recognize these noncontrolling interests as temporary equity as part of redeemable noncontrolling interests within our consolidated balance sheets.

We recognize these redeemable noncontrolling interests at fair value on the sale or acquisition date and adjust to the redemption value on a periodic basis with the offset to retained earnings.

If the formulaic redemption value exceeds the fair value of the noncontrolling interest, the accretion to redemption value is recognized in net (income) loss attributable to noncontrolling interest in our consolidated statement of operations.

Noncontrolling interests are considered mandatorily redeemable when they are subject to an unconditional obligation to be redeemed by both parties.

The redeemable noncontrolling interest must be required to be repurchased on a specified date or on the occurrence of a specified event that is certain to occur and is to be redeemed via the transfer of assets.

Mandatorily redeemable noncontrolling interests are presented as liability-based financial instruments and are re-measured on a recurring basis to the expected redemption value.

Mandatorily redeemable noncontrolling interests are presented as liability-based financial instruments and are re-measured on a recurring basis to the expected redemption value as part of interest expense, net in our consolidated statement of operations.

Debt Issuance Costs

16 unchanged sentences

We also enter into derivative contracts that are intended to economically hedge certain of our risks, even though we may not elect to apply hedge accounting or the instrument may not qualify for hedge accounting.

When hedge accounting is not applied, the changes in the fair value of the derivatives are recorded directly in earnings as a component of other (expense) income, net.

When hedge accounting is not applied, the changes in the fair value of the derivatives are recorded directly in earnings as a component of other income (expense), net.

In accordance with the fair value measurement guidance, our accounting policy is to measure the credit risk of our derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio.

10 unchanged sentences

The retirement of ordinary shares are accounted for as a reduction to the nominal value of our ordinary shares outstanding and additional paid in capital in proportion to the amount of total shares outstanding, with the remaining repurchase value recognized as a reduction to retained earnings.

Comprehensive Loss

Comprehensive loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources.

Comprehensive loss is composed of net loss, unrealized gains and losses on derivatives, unrealized gains and losses on pension benefit obligation, and cumulative foreign currency translation adjustments, which are included in the accompanying consolidated statements of comprehensive loss.

Comprehensive Income

Comprehensive income is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources.

Comprehensive income is composed of net income, unrealized gains and losses on derivatives, unrealized gains and losses on pension benefit obligations, and cumulative foreign currency translation adjustments, which are included in the accompanying consolidated statements of comprehensive income.

We bifurcate and separately account for a detachable warrant as a separate equity instrument.

3 unchanged sentences

Refer to Note 11 for additional details.

Subsidiary Equity Option Awards

During fiscal year 2025, we granted subsidiary-level option awards, which provides the founder group of one of our businesses with the option to purchase a 5.25% minority equity interest in each of the principal businesses that are included in our PrintBrothers reportable segment.

The option awards have an expiration date of January 15, 2026, and upon exercise the underlying shares are subject to a ten-year lockup period, while the holders are subjected to non-compete provisions over the period in which they are shareholders, plus an additional two years.

The fair value of the share option is determined as of the grant date using the Black-Scholes valuation model and the fair value is recognized ratably as expense over the non-compete period, as the provision is deemed to be substantive.

The expense associated with the subsidiary option is currently recognized as a liability within other liabilities on our consolidated balance sheets and upon exercise of the option, the related balance will be reclassified to noncontrolling interests.

No material expense was recognized for any period presented.

Revenue Recognition

We generate revenue primarily from the sale and shipment of physical printed products.

We also generate revenue, to a much lesser extent (and primarily in our Vista business) from digital services, website design and hosting, professional design services, and email marketing services, as well as a small percentage 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, website design and hosting, professional design services, 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.

7 unchanged sentences

Accordingly, we recognize revenue for our single performance obligation upon the transfer of control of the fulfilled orders, which generally occurs upon delivery to the shipping carrier.

If revenue is recognized prior to completion of the shipping and handling activities,

we accrue the costs of those activities.

If revenue is recognized prior to completion of the shipping and handling activities, we accrue the costs of those activities.

We do have some arrangements whereby the transfer of control, and thus revenue recognition, occurs upon delivery to the customer.

6 unchanged sentences

We record deferred revenue when cash payments are received in advance of our satisfaction of the related performance obligation.

The satisfaction of performance obligations generally occurs shortly after cash payment and we expect to recognize the majority of our deferred revenue balance as revenue within three months subsequent to our fiscal year end.

The satisfaction of performance obligations generally occurs shortly after cash payment and

we expect to recognize the majority of our deferred revenue balance as revenue within three months subsequent to our fiscal year end.

We periodically provide marketing materials and promotional offers to new customers and existing customers that are intended to improve customer retention.

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To the extent we believe that it is more likely than not that some portion or all of the deferred tax assets will not be realized, we establish a valuation allowance.

In the event that actual results differ from our estimates or we adjust our estimates in the future, we may need to increase or decrease income tax expense, which could have a material impact on our financial position and results of operations.

In the event that actual results differ from our estimates or

we adjust our estimates in the future, we may need to increase or decrease income tax expense, which could have a material impact on our financial position and results of operations.

We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by the taxing authorities, based on the technical merits of the tax position.

7 unchanged sentences

The resulting gains and losses from translation are included as a component of accumulated other comprehensive loss.

Transaction gains and losses and remeasurement of assets and liabilities denominated in currencies other than an entity’s functional currency are included in other (expense) income, net in our consolidated statements of operations.

Other (Expense) Income, Net

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

Transaction gains and losses and remeasurement of assets and liabilities denominated in currencies other than an entity’s functional currency are included in other income (expense), net in our consolidated statements of operations.

Other Income (Expense), 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 (1) $ ( 35,027 ) $ 3,915 $ 3,311

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

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

Total other (expense) income, net

$ ( 13,582 ) $ 1,583 $ 18,498

Gains (losses) on derivatives not designated as hedging instruments (1) $ 21,935 $ ( 35,027 ) $ 3,915

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

Other gains 2,340 355 486

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

_____________________

(1) Includes realized and unrealized gains and losses on derivative currency forward and option contracts not designated as hedging instruments, as well as the ineffective portion of certain interest rate swap contracts that have been de-designated from hedge accounting.

For contracts not designated as hedging instruments, we realized gains (losses) of $ 2,706 , $( 1,078 ) and $ 39,133 , respectively, for the fiscal years ended June 30, 2025, 2024 and 2023.

For contracts not designated as hedging instruments, we realized (losses) gains of ($ 14,169 ), $ 2,706 and $( 1,078 ), respectively, for the fiscal years ended June 30, 2026, 2025, and 2024.

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

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

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

In addition, during all fiscal years presented, we had certain cross-currency swaps designated as cash flow hedges, which hedge the remeasurement of certain intercompany loans;

refer to Note 4 for additional details relating to these cash flow hedges.

Net Income (Loss) Per Share Attributable to Cimpress plc

Basic net income (loss) per share attributable to Cimpress plc is computed by dividing net income (loss)

attributable to Cimpress plc by the weighted-average number of ordinary shares outstanding for the respective period.

Diluted net loss per share attributable to Cimpress plc gives effect to all potentially dilutive securities, including share options, restricted share units (“RSUs”), warrants, and performance share units ("PSUs"), if the effect of the securities is dilutive using the treasury stock method.

Net Income Per Share Attributable to Cimpress plc

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

Diluted net income per share attributable to Cimpress plc gives effect to all potentially dilutive securities, including share options, restricted share units (“RSUs”), warrants, and performance share units ("PSUs"), if the effect of the securities is dilutive using the treasury stock method.

Awards with performance or market conditions are included using the treasury stock method only if the conditions would have been met as of the end of the reporting period and their effect is dilutive.

4 unchanged sentences

Weighted average shares issuable upon exercise/vesting of outstanding share options/RSUs/PSUs/warrants (1) 901,596 713,068 852,719

713,068 852,719 —

Shares used in computing diluted net income (loss) per share attributable to Cimpress plc 25,636,865 27,004,687 26,252,860

Weighted average anti-dilutive shares excluded from diluted net income (loss) per share attributable to Cimpress plc (1)(2) 1,001,612 96,207 2,834,351

Shares used in computing diluted net income per share attributable to Cimpress plc 25,326,614 25,636,865 27,004,687

Weighted average anti-dilutive shares excluded from diluted net income per share attributable to Cimpress plc (1) 729,928 1,001,612 96,207

___________________

(1) In the periods in which a net loss is recognized, the impact of share options, PSUs, RSUs and warrants is excluded from shares used in computed diluted net income (loss) per share as it is anti-dilutive.

Any equity awards that have a performance condition are not included in dilutive or anti-dilutive shares until the performance condition would have been met as of the end of the reporting period.

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

For the years ended June 30, 2025 and 2024, the average market price of our ordinary shares was higher than the strike price of the warrants;

therefore, the weighted average dilutive effect of the warrants were 147,329 and 220,668 , respectively.

For the year ended June 30, 2023, the average share price was below the strike price for the full fiscal year;

therefore, the total 1,055,377 outstanding warrants were considered anti-dilutive.

(1) On May 1, 2020, we entered into a financing arrangement, which included 7-year warrants to purchase 1,055,377 of our ordinary shares with a strike price of $ 60 .

The effect of the warrants on our weighted-average shares outstanding for a period is dilutive if the average market price of our ordinary shares during the period was higher than the strike price of the warrants and anti-dilutive if the average market price of our ordinary shares during the period was lower than the strike price of the warrants.

Share-based Compensation

44 unchanged sentences

Recently Issued or Adopted Accounting Pronouncements

Segment Reporting

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

2023-07 "Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures" (ASU 2023-07), which requires enhanced disclosures about significant segment expenses and introduces a reconciliation between segment revenue and segment profitability metrics.

As required, we've adopted the standard in the current fiscal year and incorporated all expanded disclosure requirements in Note 14.

Accounting Standards to be Adopted

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

1 unchanged sentence

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

The expanded disclosure requirements will be effective starting with our annual report for the fiscal year ending June 30, 2026.

Early adoption is permitted, but we did not early adopt this standard.

As required, we've adopted the standard in the current fiscal year on a retrospective basis for all periods presented and incorporated all expanded disclosure requirements in Note 13.

Accounting Standards to be Adopted

In November 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No.

2025-09 "Derivatives and Hedging (Topic 815):

Hedge Accounting Improvements" (ASU 2025-09), which more closely aligns hedge accounting with the economics of an entity’s risk management activities.

The standard will be effective starting with our annual report for the fiscal year ending June 30, 2028, as well as each interim period within that fiscal year.

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

We do not expect the adoption of this standard to have a material impact on our consolidated financial statements.

In September 2025, the FASB issued Accounting Standards Update No.

2025-06 "Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software" (ASU 2025-06), which modernizes the accounting guidance for internal-use software costs and requires capitalization of software costs to begin when (1) management has authorized and committed to funding the software project and (2) it is probable that the project will be completed and the software will be used to perform the function intended.

The standard will be effective starting with our annual report for the fiscal year ending June 30, 2029, as well as each interim period within that fiscal year.

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

We do not expect the adoption of this standard to have a material impact on our consolidated financial statements.

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

2024-03 "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses" (ASU 2024-03), which provides authoritative guidance around the expanded disclosure requirements for disaggregation of each relevant expense caption on the income statement within the footnotes as well as a qualitative description of the amounts remaining in these relevant expense captions that are not separately disaggregated quantitatively in order to improve transparency and provide more detailed insight into the nature of expenses reported.

The expanded disclosure requirements will be effective starting with our annual report for the fiscal year ending June 30, 2027.

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

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

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

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

We do not expect the adoption of this standard to have a material impact on our consolidated financial statements.

Fair Value Measurements

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Interest rate swap contracts $ 9,497 $ — $ 9,497 $ —

Cross-currency swap contracts 1,043 — 1,043 —

Currency forward contracts 1,191 — 1,191 —

Currency option contracts 137 — 137 —

Total assets recorded at fair value $ 10,688 $ — $ 10,688 $ —

Cross-currency swap contracts $ ( 31,982 ) $ — $ ( 31,982 ) $ —

Currency forward contracts ( 32,529 ) — ( 32,529 ) —

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This analysis utilizes observable market-based inputs, including interest rate curves, interest rate volatility, or spot and forward exchange rates, and reflects the contractual terms of these instruments, including the period to maturity.

We incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparties' nonperformance risk in the fair value measurements.

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

In the fair value measurements, we incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparties' nonperformance risk, and in doing so, we have considered the impact of netting and any applicable credit enhancements.

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

However, as of June 30, 2025, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives.

As a result, we have determined that our derivative valuations in their entirety are classified in Level 2 in the fair value hierarchy.

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

As of June 30, 2025, we had no held-to-maturity securities.

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

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

We did not record an allowance for credit losses and impairments for these marketable securities during any period presented.

June 30, 2024

Amortized cost Unrealized losses Fair value

Due within one year or less:

Corporate debt securities $ 1,500 $ ( 1 ) $ 1,499

government securities 3,000 ( 4 ) 2,996

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

As of June 30, 2025 and June 30, 2024, the carrying amounts of our cash and cash equivalents, accounts receivable, accounts payable, and other current liabilities approximated their estimated fair values.

As of June 30, 2025 and June 30, 2024, the carrying value of our debt, excluding debt issuance costs and debt premiums and discounts, was $ 1,604,513 and $ 1,616,607 , respectively, and the fair value was 1,582,599 and $ 1,617,364 , respectively.

However, as of June 30, 2026, we have assessed the impact of the credit valuation adjustments and determined that it is not significant to the overall valuation of our derivatives and, as a result, that our derivative valuations in their entirety are classified in Level 2 in the fair value hierarchy.

As of June 30, 2026 and 2025, the carrying amounts of our cash and cash equivalents, accounts receivable, accounts payable, and other current liabilities approximated their estimated fair values.

As of June 30, 2026 and 2025, the carrying value of our debt, excluding debt issuance costs and debt premiums and discounts, was $ 1,636,404 and $ 1,604,513 , respectively, and the fair value was $ 1,643,976 and $ 1,582,599 , respectively.

Our debt at June 30, 2026 includes variable-rate debt instruments indexed to Term SOFR that reset periodically, as well as fixed-rate debt instruments.

The estimated fair value of our debt was determined using available market information based on recent trades or activity of debt instruments with substantially similar risks, terms and maturities, which fall within Level 2 under the fair value hierarchy.

The estimated fair value of our debt was determined using available market

information based on recent trades or activity of debt instruments with substantially similar risks, terms and maturities, which fall within Level 2 under the fair value hierarchy.

The estimated fair value of assets and liabilities disclosed above may not be representative of actual values that could have been or will be realized in the future.

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Additionally, any ineffectiveness associated with an effective and designated hedge is recognized within accumulated other comprehensive loss.

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

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

Hedges of Interest Rate Risk

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As of June 30, 2026, we estimate that $ 6,387 of income will be reclassified from accumulated other comprehensive loss to interest expense, net during the twelve months ending June 30, 2027.

As of June 30, 2025, we had eight effective outstanding interest rate swap contracts that were indexed to Term or Daily SOFR.

As of June 30, 2026, we had six effective outstanding interest rate swap contracts that were indexed to Term or Daily SOFR.

Our interest rate swap contracts have varying start and maturity dates through April 2028.

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Cross-Currency Swap Contracts

We execute cross-currency swap contracts designated as net investment hedges.

Cross-currency swap contracts designated as net investment hedges are executed to mitigate our currency exposure of net investments in subsidiaries that have reporting currencies other than the U.S.

Cross-currency swaps involve an initial receipt of the notional amount in the hedged currency in exchange for our reporting currency based on a contracted exchange rate.

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At maturity, the final exchange involves the receipt of our reporting currency in exchange for the notional amount in the hedged currency.

Cross-currency swap contracts designated as net investment hedges are executed to mitigate our currency exposure of net investments in subsidiaries that have reporting currencies other than the U.S.

As of June 30, 2026, we had one outstanding cross-currency swap contract designated as a net investment hedge with a total notional amount of $ 254,547 , maturing during September 2028.

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dollar equivalent value of a portion of our net investment in consolidated subsidiaries that have the Euro as their functional currency.

As of June 30, 2026, we had one currency forward contract designated as a net investment hedge with a notional amount of $ 30,319 , maturing during December 2027.

The impact of net investment hedges is recognized in accumulated other comprehensive loss as a component of translation adjustments, net of hedges, and would only be reclassified to earnings if the hedged subsidiaries were no longer consolidated entities.

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

During the years ended June 30, 2025, 2024 and 2023, we experienced volatility within other (expense) income, net, in our consolidated statements of operations from unrealized gains and losses on the mark-to-market of outstanding currency forward and option contracts.

During the years ended June 30, 2026, 2025, and 2024, we experienced volatility within other income (expense), net, in our consolidated statements of operations from unrealized gains and losses on the mark-to-market of outstanding currency forward and option contracts.

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

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As of June 30, 2026, we had the following outstanding currency derivative contracts that were not designated for hedge accounting and were primarily used to hedge fluctuations in the U.S.

dollar value of forecasted transactions or balances denominated in Australian Dollar, Canadian Dollar, Czech Koruna, Danish Krone, Euro, GBP, Indian Rupee, Mexican Peso, New Zealand Dollar, Norwegian Krone, Philippine Peso, Swiss Franc and Swedish Krona:

dollar value of forecasted transactions or balances denominated in the Australian Dollar, Canadian Dollar, Czech Koruna, Danish Krone, Euro, GBP, Indian Rupee, Mexican Peso, New Zealand Dollar, Norwegian Krone, Philippine Peso, Swiss Franc and Swedish Krona:

Notional Amount Effective Date Maturity Date Number of Instruments Index

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Financial Instrument Presentation

The table below presents the fair value of our derivative financial instruments as well as their classification on the balance sheet as of June 30, 2025 and June 30, 2024.

The table below presents the fair value of our derivative financial instruments as well as their classification on the balance sheet as of June 30, 2026 and 2025.

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

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Derivatives not designated as hedging instruments

Currency forward contracts Other current assets $ 1,238 $ ( 47 ) $ 1,191 Other current liabilities / other liabilities $ ( 34,941 ) $ 2,560 $ ( 32,381 )

Currency forward contracts Other current assets / other assets $ 14,221 $ ( 9,175 ) $ 5,046 Other current liabilities / other liabilities $ ( 3,300 ) $ 466 $ ( 2,834 )

Currency option contracts Other current assets / other assets — — — Other current liabilities / other liabilities ( 2,772 ) 69 ( 2,703 )

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Cross-currency swap Other assets — — — Other liabilities ( 31,982 ) — ( 31,982 )

Currency forward contracts Other assets — — — Other liabilities ( 148 ) — ( 148 )

Total derivatives designated as hedging instruments $ 9,636 $ ( 139 ) $ 9,497 $ ( 32,130 ) $ — $ ( 32,130 )

Derivatives not designated as hedging instruments

Currency forward contracts Other current assets / other assets $ 5,549 $ ( 1,907 ) $ 3,642 Other current liabilities / other liabilities $ ( 1,084 ) $ 228 $ ( 856 )

Currency forward contracts Other current assets $ 1,238 $ ( 47 ) $ 1,191 Other current liabilities / other liabilities $ ( 34,941 ) $ 2,560 $ ( 32,381 )

Currency option contracts Other current assets / other assets — — — Other current liabilities / other liabilities ( 5,801 ) — ( 5,801 )

Total derivatives not designated as hedging instruments $ 1,238 $ ( 47 ) $ 1,191 $ ( 40,742 ) $ 2,560 $ ( 38,182 )

The following table presents the effect of our derivative financial instruments designated as hedging instruments and their classification within comprehensive loss, net of tax, for the years ended June 30, 2025, 2024, and 2023.

The following table presents the effect of our derivative financial instruments designated as hedging instruments and their classification within comprehensive income (loss), net of tax, for the years ended June 30, 2026, 2025, and 2024:

Year Ended June 30,

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Intercompany loan

615 15,754 ( 8,384 )

Currency forward contracts 1,113 ( 148 ) ( 1,080 )

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The following table presents reclassifications out of accumulated other comprehensive loss for the years ended June 30, 2026, 2025, and 2024:

Amount of Net (Gain) Loss Reclassified from Accumulated Other Comprehensive Loss into Income

Affected line item in the

Amount of Net (Gain) Loss Reclassified from Accumulated Other Comprehensive Loss into Income Affected line item in the

Statement of Operations

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Cross-currency swap

— ( 2,617 ) 903 Other (expense) income, net

Total before income tax ( 4,022 ) ( 10,347 ) ( 3,948 ) Income (loss) before income taxes

— — ( 2,617 ) Other income (expense), net

Derivatives in net investment hedging relationships

Currency forward contracts ( 572 ) — — Interest expense, net

Total before income tax ( 4,026 ) ( 4,022 ) ( 10,347 ) Income before income taxes

Income tax 825 712 1,752 Income tax expense (benefit)

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The following table presents the adjustment to fair value recorded within the consolidated statements of operations for the years ended June 30, 2026, 2025, and 2024 for derivative instruments for which we did not elect hedge accounting:

Amount of (Loss) Gain Recognized in Net Income

Affected line item in the

Amount of Gain (Loss) Recognized in Net Income Affected line item in the

Statement of Operations

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2026 2025 2024

Currency contracts $ ( 35,027 ) $ 3,915 $ 3,311 Other (expense) income, net

Currency contracts $ 21,935 $ ( 35,027 ) $ 3,915 Other income (expense), net

Total $ 21,935 $ ( 35,027 ) $ 3,915

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The following table presents a roll forward of amounts recognized in accumulated other comprehensive loss by component, net of tax of $ 200 , $ 197 , and $ 10,985 for the years ended June 30, 2026, 2025, and 2024, respectively.

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

Gains (losses) on cash flow

hedges (1) Losses on pension benefit obligations Translation adjustments, net of hedges (2) Total

Balance as of June 30, 2023 $ 12,297 $ ( 356 ) $ ( 47,001 ) $ ( 35,060 )

Other comprehensive income (loss) before reclassifications 7,087 ( 350 ) 6,554 13,291

Amounts reclassified from accumulated other comprehensive loss to net loss ( 2,873 ) ( 164 ) — ( 3,037 )

Amounts reclassified from accumulated other comprehensive loss to net income ( 8,595 ) — — ( 8,595 )

Net current period other comprehensive income (loss) ( 1,508 ) ( 350 ) 6,554 4,696

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Amounts reclassified from accumulated other comprehensive loss to net income ( 3,310 ) — — ( 3,310 )

Net current period other comprehensive (loss) income ( 1,508 ) ( 350 ) 6,554 4,696

Net current period other comprehensive income (loss) ( 7,520 ) ( 459 ) 374 ( 7,605 )

Balance as of June 30, 2025 $ 3,269 $ ( 1,165 ) $ ( 40,073 ) $ ( 37,969 )

Other comprehensive (loss) income before reclassifications ( 4,210 ) ( 459 ) 374 ( 4,295 )

Other comprehensive income (loss) before reclassifications 5,801 ( 71 ) 1,537 7,267

Amounts reclassified from accumulated other comprehensive loss to net income ( 2,700 ) — ( 501 ) ( 3,201 )

Net current period other comprehensive (loss) income ( 7,520 ) ( 459 ) 374 ( 7,605 )

Net current period other comprehensive income (loss) 3,101 ( 71 ) 1,036 4,066

Balance as of June 30, 2026 $ 6,370 $ ( 1,236 ) $ ( 39,037 ) $ ( 33,903 )

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(2) As of June 30, 2026 and 2025, the translation adjustment is inclusive of both realized and unrealized effects of our net investment hedges.

(Losses) Gains on currency forward and swap contracts, net of tax, of $( 9,406 ) and $ 15,042 have been included in accumulated other comprehensive loss as of June 30, 2025 and 2024, respectively.

Intercompany loan hedge gains of $ 42,159 and $ 48,270 , net of tax, have been included in accumulated other comprehensive loss as of June 30, 2025 and 2024, respectively.

Losses on currency forward and swap contracts, net of tax, of $ 1,844 and $ 9,406 have been included in accumulated other comprehensive loss as of June 30, 2026 and 2025, respectively.

Intercompany loan hedge gains of $ 42,159 , net of tax, have been included in accumulated other comprehensive loss for both periods presented.

Property, Plant and Equipment, Net

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Depreciation expense, inclusive of assets under finance leases, totaled $ 74,576 , $ 61,890 , and $ 59,373 for the years ended June 30, 2026, 2025, and 2024, respectively.

Business Combinations

Fiscal Year 2026 Acquisitions

During fiscal year 2026, we completed three immaterial acquisitions for a total cash consideration of $ 32,390 , net of cash acquired.

These acquisitions support our strategy of better serving high-value customers in elevated products and delivering efficiencies through cross-Cimpress fulfillment and focused production hubs.

We recognized the assets and liabilities on the basis of their fair values at the date of acquisition.

The revenue and earnings from these businesses individually and in the aggregate were not material for the year ended June 30, 2026.

• On October 9, 2025, we acquired all outstanding shares of a business that is included in our PrintBrothers reportable segment in exchange for $ 12,793 of cash consideration.

We recognized their net assets at fair value of $ 8,575 , as well as acquired intangible assets of $ 3,489 and goodwill of $ 729 which is not deductible for tax purposes.

• On April 10, 2026, we acquired a 50 % equity interest in a business and under the terms of the agreement we are provided majority voting rights and day-to-day operational control of the business and therefore consolidated the business as part of our consolidated financial statements.

We paid cash consideration of $ 20,000 at closing and the business is included in The Print Group reportable segment.

We recognized their net liabilities at fair value of $ 6,958 , acquired intangible assets of $ 16,100 , as well as their noncontrolling interest of $ 20,000 and goodwill of $ 30,858 which is not deductible for tax purposes.

• On April 23, 2026, we acquired an 85 % equity interest of a business that is included in our PrintBrothers reportable segment in exchange for $ 4,552 of cash paid at closing, and a deferred payment of $ 8,049 due in fiscal year 2028.

We recognized their net assets at fair value of $ 3,547 , acquired intangible assets of $ 7,023 , as well as their redeemable noncontrolling interest of $ 2,224 and goodwill of $ 4,255 which is not deductible for tax purposes.

We utilized our available cash balance to finance each acquisition.

In connection with these acquisitions and the acquisition detailed in Note 20, we incurred $ 1,827 in general and administrative expenses during the year ended June 30, 2026, primarily related to legal, financial, and other professional services.

The carrying amount of goodwill by reportable segment as of June 30, 2026 and 2025 was as follows:

Vista PrintBrothers The Print Group All Other Businesses Total

VistaPrint PrintBrothers The Print Group All Other Businesses Total

Balance as of June 30, 2024 $ 295,285 $ 149,244 $ 147,688 $ 194,921 $ 787,138

Acquisitions — 1,121 — — 1,121

Adjustments — 7,319 — — 7,319

Effect of currency translation adjustments (2) 9,521 14,415 13,961 — 37,897

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Acquisitions (1) — 4,984 30,858 — 35,842

Adjustments — ( 671 ) — — ( 671 )

Effect of currency translation adjustments (2) ( 1,577 ) ( 4,309 ) ( 4,663 ) — ( 10,549 )

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________________________

(1) In each of the fiscal years 2025 and 2024, we acquired an immaterial business that is included in our PrintBrothers reportable segment, which resulted in the recognition of goodwill of $ 1,121 and $ 2,701 , respectively.

(1) In fiscal year 2026, we completed three individually immaterial acquisitions.

Refer to Note 7 for additional details.

(2) Related to goodwill held by subsidiaries whose functional currency is not the U.S.

Annual Impairment Review

Fiscal year 2025

Fiscal years 2026 and 2025

Our goodwill accounting policy establishes an annual goodwill impairment test date of May 31.

We identified eight reporting units with goodwill individually.

We identified nine and eight reporting units for fiscal year 2026 and 2025 with goodwill individually, respectively.

We considered the timing of our most recent fair value assessments, associated headroom, actual operating results as compared to the forecasts used to assess fair value, the current long-term forecasts for each reporting unit, and the general economic environment of each reporting unit.

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We concluded that sufficient headroom between the most recent estimated fair value and carrying value existed.

Therefore, no quantitative goodwill impairment test was required for any of our reporting units and there were no events that caused us to update our annual impairment test.

Therefore, no quantitative goodwill impairment test was required for any of our reporting units.

Fiscal year 2024

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For both reporting units, we concluded that sufficient headroom between the estimated fair value and carrying value existed and that no goodwill impairment was identified.

Fiscal year 2023

During the year ended June 30, 2023, we concluded that an impairment existed in one of our reporting units, which is included in our All Other Businesses reportable segment.

The impairment was driven in part by declines in revenue growth rates and lower near-term cash flow forecasts.

We recognized an impairment charge of $ 5,609 , using a WACC of 17.0%, resulting in a post-impairment goodwill balance of $ 8,824 at June 30, 2023.

Acquired Intangible Assets

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Third-party manufacturing and digital content costs 23,600 20,018

Shipping costs 12,796 10,088

Variable compensation incentives 15,858 12,416

Shipping costs 12,291 12,796

Interest payable 12,099 12,346

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Total other current liabilities $ 29,687 $ 43,343

____________________

(1) In the second quarter of fiscal year 2026, the mandatory redemption date for minority equity interests in three of our businesses within the PrintBrothers reportable segment was reached, resulting in the purchase of their outstanding equity interests for $ 10,724 .

Other liabilities included the following:

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Long-term compensation incentives 9,233 16,919

Mandatorily redeemable noncontrolling interest (2) — 9,608

Long-term pension liabilities (1) 8,616 1,988

Deferred acquisition payments (2) 7,881 —

Other 13,492 11,749

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____________________

(1) The increase in short-term and long-term derivative liabilities is primarily due to the increase in unrealized losses associated with forward contracts that are intended to mitigate our exposure to fluctuations in various currencies against our reporting currency, the U.S.

The increase in unrealized losses is primarily due to the weakening of the U.S.

dollar against certain currencies, including the Euro and GBP, which are our most significant currency exposures.

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

(2) During the current fiscal year, the mandatorily redeemable noncontrolling interests were reclassified from long-term liabilities to current liabilities, since we were required to purchase the outstanding equity interests during fiscal year 2026.

(1) The increase was driven in part by obligations assumed in connection with a business acquisition in the current fiscal year and changes in statutory requirements in one jurisdiction.

Refer to Note 12 for additional details.

(2) In fiscal year 2026, we acquired an immaterial business, in which a portion of the purchase consideration is payable in fiscal year 2028.

Refer to Note 7 for a dditional details.

June 30, 2026 June 30, 2025

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

7.0% Senior Notes due 2026 (1)

Senior secured credit facility 1,097,250 1,072,818

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_____________________

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

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

(1) The increase in other debt is primarily related to debt acquired as part of tuck-in acquisitions completed during fiscal year 2026 within our PrintBrothers and The Print Group reportable segments.

(2) Balances as of June 30, 2026 and June 30, 2025 are inclusive of short-term debt issuance costs, debt premiums and discounts of $ 3,852 and $ 4,895 , respectively.

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

As of June 30, 2025, we were in compliance with all covenants in those debt contracts, including our amended and restated senior secured credit agreement dated as of May 17, 2021 (as further amended from time to time, the "Restated Credit Agreement") and the indenture governing our 2032 Notes.

As of June 30, 2026, we were in compliance with all covenants in those debt contracts, including our amended and restated senior secured credit agreement dated as of June 4, 2026 and the indenture governing our 7.375% senior unsecured notes due September 15, 2032 ("2032 Notes").

Senior Secured Credit Facility

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

dollars ("USD Tranche") and as part of the amendment the size of the USD tranche was increased by $ 48,614 , and those proceeds were used to fully repay the previously outstanding tranche denominated in Euros ("Euro Tranche").

The amendment reduced the interest rate margin of the USD Tranche by 50 basis points, from Term SOFR plus 3.00 % to Term SOFR plus 2.50 %.

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

For the year ended June 30, 2025, we recognized a loss on extinguishment of debt as part of this refinancing of $ 696 .

On June 4, 2026, we entered into an amended and restated senior secured credit agreement ("Restated Credit Agreement"), which consists of a Term Loan B denominated in U.S.

dollars, issued at 99.75% of par, and as part of the amendment the size was increased by $ 35,289 to cover related fees and increase liquidity.

The maturity date of the Term Loan B was extended to June 2033, and the maturity date of our senior secured revolving credit facility was extended to June 2031.

No other material changes were made to the terms of the Term Loan B or the Restated Credit Agreement.

Our Restated Credit Agreement consists of the following as of June 30, 2026:

• a $ 1,072,818 USD Tranche that bears interest at Term SOFR (with a Term SOFR rate floor of 0.50 %) plus 2.50 %, and

• a $ 250,000 senior secured revolving credit facility with a maturity date of September 26, 2029 (the “Revolving Credit Facility”), with no outstanding borrowings for any periods presented.

• a $ 1,097,250 Term Loan B that bears interest at Term SOFR (with a Term SOFR rate floor of 0 %) plus 2.50%, which amortizes over the loan period, with a final maturity date of June 4, 2033, and

• a $ 250,000 senior secured revolving credit facility with a maturity date of June 4, 2031 (the “Revolving Credit Facility”), with no outstanding borrowings for any periods presented.

◦ Borrowings under the Revolving Credit Facility bear interest at Term SOFR (with a Term SOFR rate floor of 0 %) plus 2.25 % to 3.00 % depending on the Company’s First Lien Leverage Ratio, a net leverage calculation, as defined in the Restated Credit Agreement.

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and certain investments and restricted payments, including purchases of Cimpress plc’s ordinary shares and payment of dividends.

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

In addition, 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 .

As of June 30, 2026, the weighted-average interest rate on outstanding borrowings under the Restated Credit Agreement was 5.69 %, inclusive of interest rate swap rates.

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We have pledged the assets and/or share capital of a number of our subsidiaries as collateral under our Restated Credit Agreement.

On September 26, 2024, we completed a private placement of $ 525,000 in aggregate principal amount of 7.375% senior unsecured notes due September 15, 2032 (the "2032 Notes").

We issued the 2032 Notes pursuant to a senior notes indenture dated as of September 26, 2024, among Cimpress plc, our subsidiary guarantors, and U.S Bank Trust Company, as trustee (the "Indenture").

We used the net proceeds from the 2032 Notes, together with cash on hand, to redeem all of the outstanding 7.0% senior unsecured notes due 2026 (the "2026 Notes") at a redemption price equal to par of the principal amount, to pay all accrued unpaid interest thereon, and to pay all fees and expenses related to the redemption and offering.

For the year ended June 30, 2025, we recognized a gain on the extinguishment of debt as part of this refinancing of $ 198 .

The 2032 Notes bear interest at a rate of 7.375% per annum and mature on September 15, 2032.

Interest on the 2032 Notes is payable semi-annually on March 15 and September 15 of each year, commencing on March 15, 2025, to the holders of record of the 2032 Notes at the close of business on March 1 or September 1, respectively, preceding such interest payment date.

The 2032 Notes are senior unsecured obligations and rank equally in right of payment to all our existing and future senior unsecured debt and senior in right of payment to all of our existing and future subordinated debt.

The 2032 Notes are effectively subordinated to any of our existing and future secured debt to the extent of the value of the assets securing such debt.

Subject to certain exceptions, each of our existing and future subsidiaries that is a borrower under or guarantees our senior secured credit facilities guarantees the 2032 Notes.

The Indenture under which the 2032 Notes are issued contains various covenants, including covenants that, subject to certain exceptions, limit our restricted subsidiaries’ ability to:

incur and/or guarantee additional debt;

pay dividends, repurchase shares or make certain other restricted payments;

enter into agreements limiting dividends and certain other restricted payments;

prepay, redeem or repurchase subordinated debt;

grant liens on assets;

merge, consolidate or transfer or dispose of substantially all of our consolidated assets;

sell, transfer or otherwise dispose of property and assets;

and engage in transactions with affiliates.

At any time prior to September 15, 2027, we may redeem some or all of the 2032 Notes at a redemption price equal to 100% of the principal amount redeemed, plus a make-whole amount as set forth in the Indenture, plus, in each case, accrued and unpaid interest and Additional Amounts (as defined in the Indenture), if any, to, but not including, the redemption date.

In addition, at any time prior to September 15, 2027, Cimpress may on any one or more occasions redeem up to 40% of the original aggregate principal amount of the Notes with the net proceeds of certain equity offerings by Cimpress at a redemption price equal to 107.375% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any (which accrued and unpaid interest and Additional Amounts need not be funded with such proceeds), to, but not including, the redemption date.

At any time on or after September 15, 2027, Cimpress may redeem some or all of the Notes at the redemption prices specified in the Indenture, plus accrued and unpaid interest and Additional Amounts, if any, to, but not including, the redemption date.

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

We have issued $ 525,000 in 2032 Notes, which are unsecured.

We can redeem some or all of the 2032 Notes at the redemption prices specified in the indenture that governs the 2032 Notes, plus accrued and unpaid interest to, but not including, the redemption date.

As of June 30, 2026, we have not redeemed any of the 2032 Notes.

Debt Issuance Costs and Debt Premiums (Discounts)

During the year ended June 30, 2026, we capitalized debt issuance costs of $ 7,789 and recognized a debt discount of $ 2,750 related to the Restated Credit Agreement and during the prior fiscal year, we capitalized debt issuance costs of $ 11,658 related to the 2032 Notes.

Amortization expense related to debt issuance costs and debt premiums (discounts) is included in interest expense, net in the consolidated statements of operations and amortized over the term of the related instrument.

For the years ended June 30, 2026, 2025 and 2024, we amortized $ 4,807 , $ 4,834 , and $ 4,955 , respectively.

Loss on Early Extinguishment of Debt

For the years ended June 30, 2026, 2025, and 2024, loss on early extinguishment of debt was $ 3,722 , $ 498 , and $ 666 , respectively, which was presented separately in the consolidated statements of operations.

Loss on early extinguishment of debt includes the write-off of unamortized debt issuance costs and debt premiums (discounts) related to debt extinguishments, as well as third-party costs for debt that was considered modified based on a lender-by-lender analysis.

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

As of June 30, 2026 and June 30, 2025, we had $ 14,154 and $ 6,695 , respectively, outstanding for those obligations that are payable through September 2037.

The increase in other debt is primarily related to debt acquired as part of tuck-in acquisitions completed during fiscal year 2026.

Shareholders' Deficit

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The warrants may be exercised by cash payment or through cashless exercise by the surrender of warrant shares having a value equal to the exercise price of the portion of the warrant being exercised.

The fair value used for the warrants in this allocation was calculated using the Monte Carlo valuation model.

The valuation of the notes and warrants resulted in a carrying value allocated to the warrants of $ 22,432 , which, in addition to being accounted for as an equity instrument recorded in additional paid in capital, was included as a discount to the 12% Senior Secured Notes.

Share-based awards

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Performance share units

During the prior fiscal year, we issued PSUs (the "2024 PSUs") as part of our long-term incentive program.

The 2024 PSUs include both a service and performance condition.

The performance condition for these awards was based on one-year financial targets for fiscal year 2024 revenue, adjusted EBITDA, and unlevered free cash flow.

Actual shares issued for each grant could range from 0% to 160% of the number of 2024 PSUs granted based on the attainment of the performance condition.

During the current fiscal year, we issued PSUs (the "2026 PSUs") as part of our long-term incentive program.

The 2026 PSUs include both a service and performance condition.

The performance condition for these awards is based on one-year financial targets for fiscal year 2025 revenue, adjusted EBITDA, and unlevered free cash flow.

The performance condition for these awards was based on one-year financial targets for fiscal year 2026 variable gross profit and adjusted EBITDA.

Actual shares issued for each grant could range from 60% to 160% of the number of 2026 PSUs granted based on the attainment of the performance condition.

The final measurement of the performance condition will occur during the first quarter of fiscal year 2027.

During the years ended June 30, 2025 and 2024, we issued PSUs as part of our long-term incentive program.

These PSUs include both a service and performance condition.

The performance condition for these awards was based on one-year financial targets in each applicable fiscal year for revenue, adjusted EBITDA, and unlevered free cash flow.

On May 23, 2025, the Compensation Committee of Cimpress' Board of Directors amended the terms of the 2025 PSUs to incorporate a minimum performance attainment of 60%, subject to the Compensation Committee's discretion to account for non-recurring items, that previously had been 0%.

The change of terms impacted all 276 PSU grant recipients for the 2025 PSUs with awards outstanding as of the modification date.

The modification resulted in incremental compensation expense of $ 4.8 million from the awards for which estimated attainment as of the modification date was below 60%.

Actual shares issued for each grant will range from 60% to 160% of the number of 2025 PSUs granted based on the attainment of the performance condition, subject to the Compensation Committee's discretion to account for non-recurring items.

The final measurement of the performance condition will occur during the first quarter of fiscal year 2026.

All other outstanding PSUs entitle the recipient to receive Cimpress ordinary shares between 0 % and 250 % of the number of units, based upon service vesting requirements and the achievement of a compounded annual growth rate target based on Cimpress' three-year moving average share price.

PSU awards with a grant date prior to fiscal year 2020 and PSU awards granted before fiscal year 2025 to our Chief Executive Officer and Board of Directors are assessed for achievement annually in years 6 - 10 following the grant date and awards with a grant date in or after fiscal year 2020 and before fiscal year 2025 (other than to the CEO and Board) will be assessed annually for achievement in years 4 - 8 following the grant date.

The modification resulted in incremental compensation expense of $ 4,800 from the awards for which estimated attainment as of the modification date was below 60%.

A summary of our PSU activity and related information for the fiscal year ended June 30, 2026 is as follows:

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The total intrinsic value of PSUs outstanding as of June 30, 2026, 2025, and 2024 was $ 244,997 , $ 106,242 , and $ 169,512 , respectively.

The total intrinsic value of PSUs assumes that the performance condition is met at target;

The total intrinsic value of PSUs assumes that the performance condition is met at target if the final measurement has not been determined;

however, it is possible that a portion or all of these PSUs granted before fiscal year 2025 will not achieve the associated market condition.

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We did not grant any share options in fiscal years 2026, 2025 or 2024.

Weighted-average values used for option awards in fiscal year 2023 were as follows:

Year Ended June 30,

Risk-free interest rate 3.06 %

Expected dividend yield — %

Expected term (years) 4.01

Expected volatility 61.99 %

Weighted average fair value of options granted $ 22.83

A summary of our share option activity and related information for the year ended June 30, 2026 is as follows:

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Share-based compensation costs capitalized as part of software and website development costs were $ 3,426 , $ 3,808 , and $ 3,160 for the years ended June 30, 2026, 2025, and 2024, respectively.

For the years ended June 30, 2025, 2024, and 2023, we recognized tax benefits on total share-based compensation costs, as part of income tax expense (benefit) of $ 10,797 , $ 11,970 , and $ 7,649 , respectively.

For the years ended June 30, 2026, 2025, and 2024, we recognized tax benefits on total share-based compensation costs of $ 10,883 , $ 10,797 , and $ 11,970 , respectively, prior to any consideration of any valuation allowance, as part of income tax expense (benefit).

For the years ended June 30, 2026, 2025, and 2024, tax benefit (expense) related to awards vested or exercised was $( 49 ), $ 426 , and $ 1,190 , respectively.

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This cost is expected to be recognized over a weighted average period of 2.0 years.

Subsidiary level equity arrangements

During the fiscal year 2026, we sold subsidiary level equity with a share-based compensation element, which resulted in share-based compensation expense of $ 3,053 recognized for the year ended June 30, 2026.

Refer to Note 14 for additional details.

Purchase and retirement of ordinary shares

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We expensed $ 25,815 , $ 18,706 , and $ 17,100 for our government-mandated and defined contribution plans in the years ended June 30, 2026, 2025, and 2024, respectively.

Defined benefit plan

We currently have a defined benefit plan that covers substantially all of our employees in Switzerland.

Our plan is a government-mandated retirement fund with benefits generally earned based on years of service and compensation during active employment;

however, the level of benefits varies within the plan.

Eligibility is determined in accordance with local statutory requirements.

Under this plan, both we and certain employees with annual earnings in excess of government determined amounts are required to make contributions into a fund managed by an independent investment fiduciary.

Defined benefit plans

We maintain defined benefit and statutory gratuity plans covering eligible employees across multiple jurisdictions.

These plans represent statutory obligations with benefits generally determined based on years of service and employee compensation;

however, the specific terms and level of benefits vary by jurisdiction in accordance with local regulations.

For certain funded arrangements, both we and certain employees with annual earnings in excess of government determined amounts are required to make contributions into a fund managed by an independent investment fiduciary.

Employer contributions must be in an amount at least equal to the employee’s contribution.

Minimum employee contributions are based on the respective employee’s age, salary, and gender.

As of June 30, 2025 and 2024, the plan had an unfunded net pension obligation of approximately $ 1,988 and $ 1,426 , respectively, and plan assets, which totaled approximately $ 7,494 and $ 5,800 , respectively.

For the years ended June 30, 2025, 2024, and 2023 we recognized expense totaling $ 423 , $ 438 , and $ 282 , respectively, related to our plan.

As of June 30, 2026 and 2025, the combined net pension liability of all defined benefit and statutory gratuity plans recognized on our consolidated balance sheets was approximately $ 10,056 and $ 1,988 , respectively.

Plan assets, which relate solely to our funded arrangements, totaled approximately $ 8,740 and $ 7,494 as of June 30, 2026 and 2025, respectively.

For the years ended June 30, 2026, 2025, and 2024 we recognized expense totaling

$ 1,914 , $ 423 , and $ 438 , respectively, related to these plans.

The increase in the net pension liability during fiscal year 2026 was driven in part by obligations assumed in connection with business acquisitions in the current fiscal year and changes in statutory requirements in one jurisdiction.

The following is a summary of our income (loss) before income taxes by geography:

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2026 2025 2024

$ ( 21,524 ) $ ( 23,708 ) $ ( 35,508 )

118,483 152,154 5,286

Total $ 96,959 $ 128,446 $ ( 30,222 )

Domestic (Ireland) $ ( 72,850 ) $ ( 130,469 ) $ ( 211,304 )

Foreign 225,742 227,428 339,750

Income before income taxes $ 152,892 $ 96,959 $ 128,446

The components of the (benefit) provision for income taxes are as follows:

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2026 2025 2024

Federal $ ( 121 ) $ ( 307 ) $ 1,634

State 412 670 769

42,235 42,458 39,792

Total current 42,526 42,821 42,195

Federal ( 1,823 ) 825 3,522

State 14 ( 4 ) 465

Current tax expense (benefit):

Federal (Ireland) $ 715 $ ( 8,831 ) $ ( 2,846 )

Foreign 50,751 51,357 45,668

Total Current tax expense (benefit) 51,466 42,526 42,821

Deferred tax expense(benefit):

Federal (Ireland) — — —

Foreign 4,312 41,581 ( 92,183 )

Total Deferred tax expense (benefit) 4,312 41,581 ( 92,183 )

Income tax expense (benefit) $ 55,778 $ 84,107 $ ( 49,362 )

We adopted Accounting Standards Update No.

2023-09 "Income Taxes (Topic 740):

Improvements to Income Tax Disclosures" (ASU 2023-09) for the annual period ended June 30, 2026 on a retrospective basis for all periods presented.

In accordance with ASU 2023-09, the following is a reconciliation of the standard federal statutory tax rate in our country of domicile, which is the Irish trading rate of 12.5%, and our effective tax rate:

Year Ended June 30,

2026 2025 2024

Total deferred 41,581 ( 92,183 ) 113,298

Total $ 84,107 $ ( 49,362 ) $ 155,493

The following is a reconciliation of the standard U.S.

federal statutory tax rate and our effective tax rate:

Irish federal statutory tax rate $ 19,112 12.5 % $ 12,120 12.5 % $ 16,056 12.5 %

Foreign tax effects

Changes in valuation allowances ( 3,166 ) ( 2.1 ) % ( 638 ) ( 0.7 ) % ( 427 ) ( 0.3 ) %

Other ( 575 ) ( 0.4 ) % 1,136 1.2 % 462 0.4 %

Changes in valuation allowances ( 2,360 ) ( 1.5 ) % 4,721 4.9 % — — %

Other 406 0.3 % ( 1,350 ) ( 1.4 ) % ( 262 ) ( 0.2 ) %

Statutory tax rate difference between Brazil and Ireland ( 2,063 ) ( 1.3 ) % ( 1,698 ) ( 1.8 ) % ( 1,212 ) ( 0.9 ) %

Changes in valuation allowances 2,920 1.9 % 2,667 2.8 % 1,904 1.5 %

Other 342 0.2 % 18 — % 13 — %

State and local income tax, net of federal (national) income tax effect (1) 1,367 0.9 % 1,581 1.6 % 1,437 1.1 %

Other 425 0.3 % 798 0.8 % 1,300 1.0 %

Changes in valuation allowances ( 854 ) ( 0.6 ) % ( 50 ) ( 0.1 ) % 1,061 0.8 %

Other 313 0.2 % 136 0.1 % ( 679 ) ( 0.5 ) %

Year Ended June 30,

2026 2025 2024

federal statutory income tax rate 21.0 % 21.0 % 21.0 %

State taxes, net of federal effect 0.3 ( 1.1 ) 3.7

Tax rate differential on non-U.S.

earnings 18.9 5.9 ( 52.5 )

Change in valuation allowance 13.8 ( 47.9 ) ( 457.2 )

Nondeductible interest expense 12.7 5.6 ( 30.2 )

Change in entity status — — 4.0

Compensation related items 3.8 0.6 ( 13.7 )

Goodwill impairment — — ( 4.1 )

Irish foreign tax credit 6.7 ( 24.8 ) 21.4

Statutory tax rate difference between Germany and Ireland 1,121 0.7 % 1,534 1.6 % 1,843 1.4 %

State and local income tax, net of federal (national) income tax effect (2) 5,720 3.7 % 7,597 7.8 % 8,484 6.6 %

Other ( 669 ) ( 0.4 ) % 974 1.0 % ( 1,338 ) ( 1.0 ) %

Statutory tax rate difference between Italy and Ireland 3,367 2.2 % 5,861 6.0 % 5,522 4.3 %

State and local income tax, net of federal (national) income tax effect (3) 1,850 1.2 % 2,488 2.6 % 1,558 1.2 %

Other ( 1,547 ) ( 1.0 ) % 2,081 2.1 % 723 0.6 %

Statutory tax rate difference between Japan and Ireland ( 138 ) ( 0.1 ) % 3,151 3.2 % ( 591 ) ( 0.5 ) %

Changes in valuation allowances 388 0.3 % ( 6,526 ) ( 6.7 ) % 1,455 1.1 %

Other ( 172 ) ( 0.1 ) % 1,284 1.3 % ( 510 ) ( 0.4 ) %

The Netherlands

Statutory tax rate difference between The Netherlands and Ireland 926 0.6 % 1,410 1.5 % 2,617 2.0 %

Other 2,449 1.6 % ( 801 ) ( 0.8 ) % 117 0.1 %

Statutory tax rate difference between Spain and Ireland 821 0.5 % 1,074 1.1 % 1,010 0.8 %

Other 582 0.4 % ( 236 ) ( 0.2 ) % ( 239 ) ( 0.2 ) %

Statutory tax rate difference between Switzerland and Ireland ( 4,092 ) ( 2.7 ) % ( 5,266 ) ( 5.4 ) % ( 4,726 ) ( 3.7 ) %

State and local income tax, net of federal (national) income tax effect (4) 10,754 7.0 % 36,586 37.7 % ( 83,969 ) ( 65.4 ) %

Changes in valuation allowances ( 10 ) — % 13 — % ( 19,184 ) ( 14.9 ) %

Other ( 479 ) ( 0.3 ) % 789 0.8 % ( 94 ) ( 0.1 ) %

United States

Statutory tax rate difference between the United States and Ireland ( 299 ) ( 0.2 ) % ( 1,830 ) ( 1.9 ) % ( 1,918 ) ( 1.5 ) %

Research and development tax credits ( 2,849 ) ( 1.9 ) % ( 1,462 ) ( 1.5 ) % ( 3,146 ) ( 2.4 ) %

Other ( 4 ) — % ( 18 ) — % ( 27 ) — %

Changes in valuation allowances ( 1,565 ) ( 1.0 ) % 235 0.2 % 11,859 9.2 %

Nontaxable or nondeductible items

IRC Section 162(m) 484 0.3 % 2,666 2.7 % 361 0.3 %

Stock compensation windfall ( 99 ) ( 0.1 ) % ( 487 ) ( 0.5 ) % ( 1,577 ) ( 1.2 ) %

Interest expense 141 0.1 % 1,887 1.9 % — — %

Royalty expense 1,148 0.8 % 1,620 1.7 % — — %

Other 2,078 1.4 % 513 0.5 % 162 0.1 %

Other 725 0.5 % ( 660 ) ( 0.7 ) % ( 1,167 ) ( 0.9 ) %

Other foreign jurisdictions 5,648 3.7 % 4,337 4.5 % 3,636 2.8 %

Effect of cross-border tax laws

Tax on repatriated earnings — — % — — % 7,420 5.8 %

Gain on the extinguishment of debt — ( 0.2 ) 2.8

Notional interest deduction (Italy) — ( 0.6 ) 2.6

Patent box (Italy) ( 0.3 ) ( 0.3 ) ( 1.5 )

Tax credits and incentives ( 2.6 ) ( 3.1 ) 24.1

tax rate changes ( 0.1 ) ( 0.1 ) ( 1.1 )

foreign-derived intangible income (FDII) ( 0.7 ) ( 1.0 ) 2.7

base erosion and anti-abuse tax (BEAT) ( 0.2 ) 0.1 ( 2.1 )

Net tax benefit on intellectual property transfer — — 1.0

Tax loss carryforward expirations 2.9 0.4 ( 5.1 )

Business and withholding taxes 0.9 0.9 ( 1.2 )

Uncertain tax positions ( 5.1 ) 0.1 ( 10.5 )

Other non-deductible expenses 4.7 1.4 ( 6.0 )

Tax on unremitted earnings 0.9 0.6 ( 1.6 )

Changes to derivative instruments ( 4.0 ) ( 2.1 ) 3.1

Capital loss carryforward expirations 3.9 — —

Non-deductible intercompany debt forgiveness 2.2 — —

Foreign tax credits — — % 6,468 6.7 % ( 31,795 ) ( 24.8 ) %

Changes in valuation allowances ( 424 ) ( 0.3 ) % ( 4,252 ) ( 4.4 ) % 27,334 21.3 %

Nontaxable or nondeductible items

Interest expense 5,559 3.6 % 9,392 9.7 % 7,043 5.5 %

Stock compensation 1,507 1.0 % 1,392 1.4 % 2,039 1.6 %

Intercompany debt forgiveness — — % 2,172 2.2 % — — %

Year Ended June 30,

2026 2025 2024

Other 2,213 1.4 % 910 0.9 % 794 0.6 %

Changes in unrecognized tax benefits 3,808 2.5 % ( 9,804 ) ( 10.1 ) % 303 0.2 %

Other adjustments 969 0.6 % ( 426 ) ( 0.4 ) % ( 3,014 ) ( 2.3 ) %

Effective income tax rate $ 55,778 36.5 % $ 84,107 86.7 % $ ( 49,362 ) ( 38.4 ) %

The effective tax rate reconciliation uses the U.S.

statutory tax rate of 21% instead of the 12.5% statutory tax rate of Ireland, our country of domicile, as the U.S.

is one of our most significant operating jurisdictions in terms of revenue, manufacturing and personnel, and management believes it is more meaningful to the readers of the financial statements.

For the year ended June 30, 2025, our effective tax rate was above our U.S.

federal statutory tax rate primarily due to a change in estimate for our Swiss valuation allowance on Swiss deferred tax assets related to Swiss tax reform benefits recognized in fiscal year 2020.

During the fourth quarter of 2025 we recognized tax expense of $ 26,804 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.

_____________________

(1) Ontario accounted for the majority (greater than 50 percent) of the tax effect in this category for all periods presented.

(2) Trade tax for Berlin and Backnang accounted for the majority (greater than 50 percent) of the tax effect in this category for all periods presented.

(3) Imposta Regionale sulle Attivita Produttive (IRAP) for Veneto accounted for the majority (greater than 50 percent) of the tax effect in this category for all periods presented.

(4) Cantonal tax for Zurich accounted for the majority (greater than 50 percent) of the tax effect in this category for all periods presented.

This includes changes in valuation allowances of $ 26,804 and $( 86,581 ) for fiscal years 2025 and 2024, respectively.

For the year ended June 30, 2026, our effective tax rate was above the Irish federal statutory tax rate primarily due to generally higher tax rates in other jurisdictions in which we operate, including state and local tax rates, and non-deductible interest expense.

For the year ended June 30, 2026, our effective tax rate was 36.5 % as compared to the prior year effective tax rate of 86.7 %.

The decrease in our effective tax rate as compared to the prior year is primarily due to changes in the Swiss valuation allowance year-over-year as discussed below and reduced losses in certain jurisdictions for which we cannot recognize a tax benefit.

Our fiscal year 2025 effective tax rate was higher than fiscal year 2024 primarily due to changes in the Swiss valuation allowance year-over-year as discussed below.

In the year ended June 30, 2025 we recorded a change in estimate for our Swiss valuation allowance on Swiss deferred tax assets related to Swiss tax reform benefits recognized in fiscal year 2020.

We recognized tax expense of $ 26,804 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 VistaPrint 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 $ 105,765 in the year ended June 30, 2024 to partially release the full valuation allowance previously recorded in the quarter 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.

In addition, we had non-deductible interest expense and losses in certain jurisdictions for which we cannot recognize a tax benefit.

The jurisdictions that have the most significant impact to our non-U.S.

tax provision include Canada, Germany, India, Ireland, Italy, the Netherlands, Spain, and Switzerland.

The applicable tax rates in these

jurisdictions range from 12.5 % to 30 %.

The total tax rate impact from operating in non-U.S.

jurisdictions is included in the line “Tax rate differential on non-U.S.

earnings” in the above tax rate reconciliation table.

For the year ended June 30, 2025, our effective tax rate was 86.7 % as compared to the prior year effective tax rate of ( 38.4 )%.

The increase in our effective tax rate as compared to the prior year is primarily due to changes in the Swiss valuation allowance year over year as discussed above.

Our fiscal year 2024 effective tax rate was higher than fiscal year 2023 primarily due to pre-tax income for the year ended June 30, 2024 as compared to a pre-tax loss for the year ended June 30, 2023 and changes in the Swiss valuation allowance year over year.

As of June 30, 2025, we had a deferred tax asset of $ 141,872 , gross of valuation allowance, related to Swiss tax-amortizable goodwill.

During the year ended June 30, 2025, the Swiss tax-amortizable goodwill deferred tax asset increased due to currency exchange rate changes, offset by partial utilization.

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

We continue in a partial valuation allowance position at June 30, 2026.

Significant components of our deferred income tax assets and liabilities consisted of the following at June 30, 2026 and 2025:

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In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some or all of the deferred tax assets will not be realized.

We have recorded a partial valuation allowance of $ 78,911 against the Swiss tax-amortizable goodwill deferred tax asset, which we can only benefit from through calendar year 2029 under our Swiss tax ruling.

In addition, we have recorded valuation allowances of $ 51,300 against deferred tax assets related to tax losses in certain jurisdictions (mainly Australia, Bermuda, Brazil, Cyprus, France, Ireland, Japan, and the United Kingdom), $ 29,796 against interest limitation carryforwards (mainly the Netherlands and the U.S.), and $ 31,339 against Irish foreign tax credits, for which management has determined that it is more likely than not that these will not be realized.

We have recorded a partial valuation allowance of $ 77,091 against the Swiss tax-amortizable goodwill deferred tax asset, which we can only benefit from through December 31, 2029 under our Swiss tax ruling.

In addition, we have recorded valuation allowances of $ 48,219 against deferred tax assets related to tax losses in certain jurisdictions (mainly Bermuda, Brazil, Ireland and the United Kingdom), $ 33,737 against interest limitation carryforwards (mainly the Netherlands and the U.S.), and $ 30,516 against Irish foreign tax credits, for which management has determined that it is more likely than not that these will not be realized.

Many of the tax losses, the interest limitation carryforwards and the foreign tax credit carryforwards do not expire, but management has determined it is more likely than not that these will not be utilized.

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_________________

(1) Amount is primarily related to the partial increase of the Swiss valuation allowance, losses in certain jurisdictions (mainly Bermuda and Brazil) and interest limitation carryforwards in certain jurisdictions (mainly the U.S.), offset by decreased Irish foreign tax credit carryforwards, tax loss expirations in certain jurisdictions (mainly Japan) and U.S.

capital loss expirations.

(2) Amount is primarily related to increased deferred tax assets on non-U.S.

net operating losses, Irish foreign tax credits, and Swiss tax-amortizable goodwill due to currency exchange rate changes, and unrealized losses on derivative financial instruments included in accumulated other comprehensive loss.

(1) Amount is primarily related to tax loss expirations in certain jurisdictions (mainly Japan), a release of the valuation allowance in Australia, and unrealized gains on derivative financial instruments included in comprehensive income, offset by increased losses in certain jurisdictions (mainly Brazil).

(2) Amount is primarily related to unrealized gains on derivative financial instruments included in accumulated other comprehensive loss.

As of June 30, 2026, we had tax-effected U.S.

state net operating losses of $ 1,604 that expire on various dates from fiscal year 2033 through fiscal year 2045 or with unlimited carryforward.

federal and state net operating losses of $ 276 and $ 1,399 , respectively, that expire on various dates from fiscal year 2031 through fiscal year 2046 or with unlimited carryforward.

We also had tax-effected non-U.S.

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In addition, we had $ 31,858 of tax credit carryforwards primarily related to U.S.

federal and state research and development credits, which expire on various dates beginning in fiscal year 2030 or having unlimited carryforward.

federal and state research and development credits, which expire on various

dates beginning in fiscal year 2030 or have unlimited carryforward.

Lastly, we had $ 30,516 of Irish foreign tax credits with unlimited carryforward.

The benefits of these carryforwards are dependent upon the generation of taxable income in the jurisdictions in which they arose.

On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act ("the Act"), which makes permanent several of the provisions enacted in 2017 as part of the Tax Cuts and Jobs Act that were set to expire at the end of 2025.

Among other provisions, the Act reinstates 100% bonus depreciation, immediate expensing of U.S.

research and development costs and modifies the calculation for the interest expense limitation under U.S.

Internal Revenue Code §163(j).

We are currently evaluating the full effects of the legislation but do not believe it will have a material impact on our financial statements.

We consider the following factors, among others, in evaluating our plans for indefinite reinvestment of our subsidiaries’ earnings:

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and (iii) the tax consequences of any decision to reinvest earnings of any subsidiary.

As of June 30, 2025, no tax provision has been made for $ 93,756 of undistributed earnings of certain of our subsidiaries as these earnings are considered indefinitely reinvested.

If, in the future, we decide to repatriate the undistributed earnings from these subsidiaries in the form of dividends or otherwise, we could be subject to withholding taxes payable in the range of $ 19,500 to $ 20,500 at that time.

If, in the future, we decide to repatriate the undistributed earnings from certain subsidiaries that are considered indefinitely reinvested in the form of dividends or otherwise, we could be subject to withholding taxes payable in the range of $ 20,000 to $ 22,000 at that time.

A cumulative deferred tax liability of $ 9,363 has been recorded attributable to undistributed earnings that we have deemed are not indefinitely reinvested.

The remaining undistributed earnings of our subsidiaries are not deemed to be indefinitely reinvested and can be repatriated with no tax cost.

Accordingly, there has been no provision for income or withholding taxes on these earnings.

A reconciliation of the gross beginning and ending amount of unrecognized tax benefits is as follows:

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The interest and penalties recognized as of years ended June 30, 2026, 2025, and 2024 were $ 116 , $ 17 , and $ 2,394 , respectively.

It is reasonably possible that a further change in unrecognized tax benefits in the range of $ 350 to $ 450 may occur within the next twelve months related to the settlement of one or more audits or the lapse of applicable statutes of limitations.

We believe we have appropriately provided for all tax uncertainties.

We conduct business in a number of tax jurisdictions and, as such, are required to file income tax returns in multiple jurisdictions globally.

The years 2014 through 2025 remain open for examination by the United States Internal Revenue Service and the years 2015 through 2025 remain open for examination in the various states and non-U.S.

tax jurisdictions in which we file tax returns.

The fiscal years 2021 through 2026 remain open to examination in the various tax jurisdictions in which we file.

In addition, for certain tax attribute carryforwards originating in fiscal years 2014 through 2026, the statute of limitations will be dependent on the year in which the attributes are utilized.

We are currently under income tax audit in certain jurisdictions globally.

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

However, the final determination of our tax return positions, if audited, is uncertain, and therefore there is a possibility that final resolution of these matters could have a material impact on our results of operations or cash flows.

However, the final determination of our tax return positions, if

audited, is uncertain, and therefore there is a possibility that final resolution of these matters could have a material impact on our results of operations or cash flows.

The following table presents the net income taxes paid, disaggregated by jurisdiction:

Year Ended June 30,

2026 2025 2024

Federal (Ireland) $ 20 $ 26 $ 26

Canada * 3,579 3,714

Germany 20,725 12,306 21,975

India 3,071 2,651 *

Italy 13,529 11,599 9,065

The Netherlands 4,664 4,283 6,177

Switzerland 4,565 * *

United States * ( 9,350 ) *

Other foreign 12,118 8,194 8,457

Total income taxes paid $ 58,692 $ 33,288 $ 49,414

* Jurisdiction is below 5% of the total for the period

Noncontrolling Interests

Redeemable Noncontrolling Interests

For some of our subsidiaries, we own a controlling equity stake, and a third party or key members of the business management team own a minority portion of the equity.

These noncontrolling interests span multiple businesses and reportable segments.

During the third quarter of 2026, we completed the sale of an 8.75% aggregate equity interest in each of the businesses within our PrintBrothers reportable segment to certain members of the management team in exchange for cash proceeds of € 21,000 ($ 24,814 based on the exchange rate in effect on the date we received the proceeds).

The management team member minority interest holders are subject to a 10-year lock-up period and noncompete restrictions and hold the right, starting in 2036, to sell their interests to us at a price that considers specified market inputs.

We recognized the redeemable noncontrolling interest at the estimated fair value of € 53,000 ($ 61,498 based on the exchange rate in effect on the date we completed the sale).

We concluded that the arrangement includes elements that are recognized in accordance with ASC 718, Stock Compensation, since the counterparties to the agreement are current members of the respective management teams.

Consequently, we recognized an asset of $ 36,684 for the difference between the estimated fair value of the redeemable noncontrolling interest and the cash consideration received.

This asset will be recognized as share-based compensation expense over the noncompete period, which extends two years beyond the lock-up period, or over a 12 year period.

As of June 30, 2026, $ 2,657 of this asset is recognized within prepaid expenses and other current assets, and $ 30,996 is recognized within other assets in our consolidated balance sheets.

During the three months ended June 30, 2026, the estimated redemption value of these redeemable noncontrolling interests was below the carrying value and therefore no adjustments were recognized.

The following table presents the reconciliation of changes in our noncontrolling interests:

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Balance as of June 30, 2024 $ 22,998 $ 634

Acquisition of noncontrolling interest (1) 866 —

Accretion to redemption value recognized in retained earnings 1,562 —

Accretion to redemption value recognized in net income attributable to noncontrolling interests (1) 2,907 —

Net income attributable to noncontrolling interests 1,035 184

Distribution to noncontrolling interests ( 200 ) —

Purchase of noncontrolling interest ( 65 ) —

Other adjustments (2) 7,319 —

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

Net income (loss) attributable to noncontrolling interests ( 2,364 ) 264

Foreign currency translation 574 89

Balance as of June 30, 2025 $ 19,057 $ 987

Acquisition of noncontrolling interest (3) 866 —

Proceeds from sale of noncontrolling interests 24,814 —

Fair value adjustment from sale of noncontrolling interests

Acquisition of noncontrolling interests (1) 2,224 20,000

Accretion to redemption value recognized in retained earnings

Net (loss) income attributable to noncontrolling interests ( 2,364 ) 264

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

Adjustment to purchase price recognized in additional paid in capital

Purchase of noncontrolling interests (3) ( 11,909 ) ( 1,792 )

Net income (loss) attributable to noncontrolling interests 1,320 ( 78 )

Foreign currency translation 1,250 ( 60 )

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_________________

(1) Accretion of redeemable noncontrolling interests to redemption value recognized in retained earnings is the result of changes in the estimated redemption amount to the extent increases do not exceed the estimated fair value.

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

(2) During fiscal year 2024, we identified an immaterial error in the initial purchase accounting related to the noncontrolling interest of a previously acquired business.

This was corrected in the prior period resulting in an increase to redeemable noncontrolling interests of $ 7,319 .

This adjustment was immaterial to the prior and current period financial statements.

(3) During fiscal year 2025, we completed the acquisition of an immaterial business that is part of our PrintBrothers reportable segment.

This represents the estimated fair value of the noncontrolling interest upon acquisition.

(4) During the current fiscal year, we purchased 49% of the remaining equity interest in one of the smaller businesses previously acquired and included in our PrintBrothers reportable segment for a total purchase price of $ 4,579 , which consisted of $ 4,058 of cash paid at closing, and $ 521 of a deferred payment that is payable in fiscal year 2029.

(1) During fiscal years 2026 and 2025, we completed acquisitions of immaterial businesses that are part of our PrintBrothers and The Print Group reportable segments.

This represents the estimated fair value of the respective noncontrolling interests upon acquisition.

Refer to Note 7 for additional details.

(2) During fiscal year 2025, we purchased 49% of the remaining equity interest in one of the smaller businesses previously acquired and included in our PrintBrothers reportable segment for a total purchase price of $ 4,579 , which consisted of $ 4,058 of cash paid at closing, and $ 521 of a deferred payment that is payable in fiscal year 2029.

(3) In the second quarter of fiscal year 2026, the minority equity interest holders for one of our smaller businesses within the PrintBrothers reportable segment exercised their put option, which resulted in our purchase of the remaining noncontrolling interests for $ 11,909 .

In the third quarter of fiscal year 2026, we purchased the remaining noncontrolling interests in another of our smaller businesses within the PrintBrothers reportable segment for $ 1,792 .

Segment Information

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

• Vista - Consists of the operations of our VistaPrint branded websites in North America, Western Europe, Australia, New Zealand, India, and Singapore.

This business also includes our 99designs by Vista business, which provides graphic design services, VistaCreate for do-it-yourself (DIY) design, our Vista x Wix partnership for small business websites, and our Vista Corporate Solutions business, which serves medium-sized businesses and large corporations.

• VistaPrint - Consists of the operations of our VistaPrint branded websites in North America, Western Europe, Australia, New Zealand, India, and Singapore.

This business also includes our 99designs by Vista business, which provides graphic design services, VistaCreate for do-it-yourself (DIY) design, our Vista x Wix partnership for small business websites, and our VistaPrint Corporate Solutions business, which serves medium-sized businesses and large corporations.

• PrintBrothers - Includes the results of druck.at, Printdeal, and WIRmachenDRUCK, a group of Upload & Print businesses that serve graphic professionals throughout Europe, primarily in Austria, Belgium, Germany, the Netherlands, and Switzerland.

• The Print Group - Includes the results of Easyflyer, Exaprint, Packstyle, Pixartprinting, and Tradeprint, a group of Upload & Print businesses that serve graphic professionals throughout Europe, primarily in France, Italy, Spain, and the United Kingdom.

During fiscal year 2025, Pixartprinting expanded their operations to the U.S., launching a new Pixartprinting branded website and opening a new production facility that started fulfilling orders in March 2025.

• The Print Group - Includes the results of Easyflyer, Exaprint, Mixam, Packstyle, Pixartprinting, and Tradeprint, a group of Upload & Print businesses that serve graphic professionals throughout Europe, primarily in France, Italy, Spain, and the United Kingdom and to a lesser extent in the United States.

• National Pen - Serves small businesses across geographies including North America, Europe, and Australia.

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◦ Printi, a smaller business that is an online printing leader in Brazil.

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.

During the first quarter of fiscal year 2026, we made updates to our previously implemented methodology for inter-segment transactions, which is used for purposes of measuring and reporting our segment financial performance.

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

Under the new approach, a merchant business (the buyer) is cross charged the actual cost of fulfillment that includes product (e.g., labor, materials and overhead allocation) and shipping costs.

A fulfiller business (the seller) receives inter-segment revenue that includes the product costs plus a markup, as well as the shipping costs.

Under the updated methodology, a merchant business (the buyer) is cross charged the variable cost of fulfillment that includes labor, materials and shipping costs, but excludes the overhead allocation that was previously included.

A fulfiller business (the seller) receives inter-segment revenue that includes the variable cost of fulfillment plus a markup, as well as the shipping costs.

The fulfiller profit is included in the fulfiller’s segment results, but eliminated from consolidated reporting through an inter-segment EBITDA elimination.

The new approach allows our merchant businesses to access the ultimate Cimpress cost of fulfillment for a given product and therefore that ultimate Cimpress cost can be used to determine pricing, advertising spend, and other operational decisions.

Prior to this change, inter-segment transactions were based on marked-up pricing that resulted in the merchant business recognizing inter-segment cost of goods sold that was equal to inter-segment revenue that was recognized by the fulfiller business, and as such there was no inter-segment EBITDA elimination under our prior method.

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

The updated approach allows our merchant businesses to access the ultimate Cimpress variable cost of fulfillment for a given product and therefore that ultimate Cimpress variable cost can be used to determine pricing, advertising spend, and other operational decisions.

We made this change to simplify the inputs required for our businesses to transact with each other, and also to set the right incentives to drive increased use of our internal production capabilities.

We have recast our historical segment results for all periods presented to ensure comparability with the updated methodology.

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

During the first quarter of fiscal year 2026, we updated our internal organizational structure which included the transfer of two teams from our VistaPrint reportable segment into our central functions.

The change is intended to drive efficiencies through those functions.

We have updated our segment presentation for all periods presented to reflect these changes.

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

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2026 2025 (1) 2024 (1)

Vista $ 1,824,271 $ 1,742,494 $ 1,614,798

VistaPrint $ 1,934,492 $ 1,824,546 $ 1,742,663

PrintBrothers 823,155 669,187 639,604

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_____________________

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

Refer to the discussion above for further details.

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

Year Ended June 30, 2026

Vista PrintBrothers The Print Group National Pen All Other Total

VistaPrint PrintBrothers The Print Group National Pen All Other Total

Revenue by Geographic Region:

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Year Ended June 30, 2025

Vista PrintBrothers The Print Group National Pen All Other Total

VistaPrint PrintBrothers The Print Group National Pen All Other Total

Revenue by Geographic Region:

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Year Ended June 30, 2024

Vista PrintBrothers The Print Group National Pen All Other Total

VistaPrint PrintBrothers The Print Group National Pen All Other Total

Revenue by Geographic Region:

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Total external revenue $ 1,740,284 $ 634,905 $ 347,619 $ 365,726 $ 203,322 $ 3,291,856

_____________________

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

Refer to the discussion above for further details.

The following tables include segment revenue and significant segment expenses by reportable segment, as well as our reported measure of segment profit or loss, EBITDA, by reportable segment for the years ended June 30, 2026, 2025, and 2024.

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Year Ended June 30, 2026

Vista PrintBrothers The Print Group National Pen All Other

VistaPrint PrintBrothers The Print Group National Pen All Other

Total segment revenue $ 1,934,492 $ 823,155 $ 445,628 $ 446,797 $ 258,130

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Segment EBITDA (4) $ 392,593 $ 100,642 $ 85,841 $ 40,619 $ 22,434

$ 347,693 $ 83,351 $ 71,071 $ 31,433 $ 21,883

Year Ended June 30, 2025

Vista PrintBrothers The Print Group National Pen All Other

VistaPrint PrintBrothers The Print Group National Pen All Other

Total segment revenue (1) $ 1,824,546 $ 669,187 $ 379,273 $ 407,238 $ 227,875

$ 1,742,494 $ 639,571 $ 354,775 $ 389,027 $ 213,381

Cost of revenue (1) 805,884 475,555 234,820 199,338 130,973

753,113 452,011 222,765 182,442 119,391

Segment gross profit

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Other operating expenses (2) 432,791 97,684 63,015 116,536 56,076

424,975 92,362 60,288 115,733 50,482

Depreciation and amortization

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Other segment items (3) 6,732 ( 163 ) ( 1,066 ) 2,898 2,393

655 ( 26 ) ( 885 ) 553 1,193

Segment EBITDA (4) $ 367,514 $ 83,515 $ 72,449 $ 31,912 $ 22,478

$ 348,117 $ 91,577 $ 66,427 $ 29,753 $ 22,495

Year Ended June 30, 2024

Vista PrintBrothers The Print Group National Pen All Other

VistaPrint PrintBrothers The Print Group National Pen All Other

Total segment revenue (1) $ 1,742,663 $ 639,604 $ 355,046 $ 389,517 $ 216,720

$ 1,614,798 $ 579,050 $ 342,951 $ 365,804 $ 212,409

Cost of revenue (1) 749,351 451,965 222,716 182,442 119,301

724,839 426,256 223,677 174,123 118,143

Segment gross profit

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Other operating expenses (2) 417,948 92,362 60,288 115,733 50,482

477,173 83,699 58,801 115,011 59,309

Depreciation and amortization

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Other segment items (3) 619 ( 26 ) ( 885 ) 553 1,193

29,074 ( 278 ) ( 1,452 ) 1,713 9,008

Segment EBITDA (4) $ 359,002 $ 91,656 $ 66,747 $ 30,243 $ 25,924

_____________________

(1) The prior-period segment results have been adjusted to ensure comparability with the updated methodology used for inter-segment transactions and the transfer of two functions between our VistaPrint reportable segment and central and corporate costs.

Refer to the discussion above for further details.

(2) For each reportable segment, other operating expenses consists primarily of marketing and selling expense (excluding advertising expenses), technology and development expense and general and administrative expense.

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Depreciation and amortization (2) ( 151,838 ) ( 141,131 ) ( 151,764 )

Proceeds from insurance ( 1,241 ) — —

Certain impairment and other adjustments

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251,025 226,270 247,351

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

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

Interest Expense, net

( 105,751 ) ( 115,231 ) ( 119,822 )

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

Income (loss) before income taxes

Loss on early extinguishment of debt ( 3,722 ) ( 498 ) ( 666 )

Income before income taxes $ 152,892 $ 96,959 $ 128,446

_____________________

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(2) For the years ended June 30, 2026, 2025, and 2024, depreciation and amortization includes costs within our central and corporate costs of $ 22,663 , $ 23,161 , and $ 24,114 , respectively.

The following table includes purchases of property, plant, and equipment by reportable segment:

Year Ended June 30,

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Purchases of property, plant, and equipment:

Vista $ 39,846 $ 19,717 $ 17,604

VistaPrint $ 57,600 $ 39,846 $ 19,717

PrintBrothers 8,396 9,058 6,040

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Total purchases of property, plant and equipment $ 100,243 $ 89,024 $ 54,927

The following table includes capitalization of software and website development costs by reportable segment:

Year Ended June 30,

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Capitalization of software and website development costs:

Vista $ 26,572 $ 25,035 $ 22,559

VistaPrint $ 26,720 $ 26,572 $ 25,035

PrintBrothers 3,733 3,084 2,192

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__________________

(1) Other revenue includes miscellaneous items, which account for less than 1% of revenue.

(1) Other revenue includes miscellaneous items, which account for approximately 1% of revenue .

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

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United States $ 69,223 $ 64,615

Switzerland 72,971 67,201

Netherlands 81,964 67,396

Switzerland 76,154 72,971

Mexico (2) 65,474 16,275

Germany 60,353 37,331

Canada 55,544 66,725

Austria (3) 43,734 9,161

Italy 41,825 41,496

Germany 37,331 31,656

Tunisia 37,039 29,868

France 32,520 31,095

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(1) Excludes goodwill of $ 850,778 and $ 826,156 , intangible assets, net of $ 70,580 and $ 58,348 , and deferred tax assets of $ 50,930 and $ 61,086 as of June 30, 2026 and June 30, 2025, respectively.

(2) The increase is related to investments in new manufacturing capabilities to support our North American market.

(3) The increase is related to a recent tuck-in acquisition, which is detailed in Note 7.

We lease certain machinery and plant equipment, office space, and production and warehouse facilities under non-cancelable operating leases that expire on various dates through 2046.

Our finance leases primarily relate to machinery and plant equipment.

Over the past three years, we continually assessed our leased real estate footprint as a facet of our evolving remote-first operating model for many of our employees, which resulted in a decrease to our leased real estate portfolio over this period of time.

Over the past year, we invested in our manufacturing and supply chain footprint both organically and through acquisitions, which resulted in an increase in our leased real estate portfolio.

The following table presents the classification of right-of-use assets and lease liabilities as of June 30, 2026 and 2025.

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Lease liability $ 127,302 $ 49,210 $ 176,512

Our leases have remaining lease terms of 1 year to 15 years, inclusive of renewal or termination options that we are reasonably certain to exercise.

Our leases have remaining lease terms of 1 to 20 years, inclusive of renewal or termination options that we are reasonably certain to exercise.

Year Ended June 30,

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2027 $ 18,472

2028 1,052,077

Thereafter 1,570,569

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Purchase Obligations

At June 30, 2025, we had unrecorded commitments under contract of $ 391,373 .

These commitments consist of third-party cloud services of $ 260,271 ;

inventory of $ 78,902 ;

At June 30, 2026, we had unrecorded commitments under contract of $ 338,206 , including third-party cloud services of $ 211,717 ;

inventory, third-party fulfillment and digital service purchase commitments of $ 76,939 ;

software of $ 36,684 ;

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production and computer equipment purchases of $ 1,526 ;

advertising of $ 731 ;

insurance costs of $ 360 ;

and other commitments of $ 2,848 .

and other unrecorded purchase commitments of $ 1,313 .

Lease Arrangements

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During the years ended June 30, 2026, 2025, and 2024, we recognized restructuring charges of $ 6,261 , $ 5,528 , and $ 423 , respectively.

The restructuring charges recognized during the year ended June 30, 2025, primarily included employee termination benefits related to cost reduction actions within our Vista reportable segment that resulted in expense of $ 5,103 .

An immaterial amount of restructuring charges were recognized across our National Pen and All Other reportable segment, as well as our Central and corporate costs for similar cost reduction actions.

We expect an immaterial amount of restructuring expense during the first half of fiscal year 2026, as part of employee termination benefits that have ongoing service requirements that extend beyond statutorily required minimum periods.

During the year ended June 30, 2023, we recognized restructuring charges of $ 43,757 , primarily due to decisions to reduce costs in our Vista business and central teams.

For the year ended June 30, 2023, the restructuring charges consisted of $ 28,840 and $ 9,645 in our Vista business for the impairment of assets and central and corporate costs, respectively.

In addition, we recognized restructuring charges of $ 1,715 and $ 3,557 in our National Pen and All Other Businesses reportable segments which included employee termination benefits and the write-off of certain assets.

For the year ended June 30, 2026, restructuring charges included actions within our VistaPrint and National Pen reportable segments of $ 4,053 and $ 1,953 , respectively, and for the year ended June 30, 2025, restructuring charges included $ 5,103 within our VistaPrint reportable segment.

All other restructuring charges for each period presented were not material.

We expect to recognize additional charges associated with these actions during the next fiscal year as we continue to pursue cost efficiency opportunities.

The following table summarizes the restructuring activity during the years ended June 30, 2026 and 2025.

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The FY24 Transaction was effected pursuant to the share repurchase program approved by Cimpress’ Board of Directors in effect at the time.

Changes in and Disagreement with Accountants on Accounting and Financial Disclosure

Subsequent Events

On July 2, 2026, we acquired the Saxoprint and viaprinto businesses of CEWE Stiftung & Co.

KGaA for € 120,000 , subject to a post-closing adjustment based on acquired cash, debt, and working capital as of the closing date.

We used our available cash balance and our senior secured revolving credit facility to fund the transaction.

We expect to enter into a sale-leaseback transaction for significant real estate assets owned by Saxoprint, which would substantially reduce the net cash outflow in fiscal year 2027, if completed.

Saxoprint serves business customers and is known for its high-quality low-cost production capabilities for flyers, booklets, brochures, catalogs and magazines.

viaprinto is a reseller known for serving business customers through an intuitive user experience and value-added services.

These businesses operate in Europe, and will be managed within our PrintBrothers reportable segment.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data