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Item 7. Management’s Discussion and Analysis

2025-08-08 compared with 2024-08-09 · 241 added, 182 removed, 335 unchanged (56% of the section changed)

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This Report contains forward-looking statements that involve risks and uncertainties.

The statements contained in this Report that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including but not limited to our statements about the anticipated growth and development of our businesses and financial results, our expectations with respect to our leverage and capital allocation opportunities, our competitive position, future payment terms with suppliers, legal proceedings, and sufficiency of our tax reserves.

Without limiting the foregoing, the words “may,” “should,” “could,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “designed,” “potential,” “continue,” “target,” “seek” and similar expressions are intended to identify forward-looking statements.

The statements contained in this Report that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including but not limited to our statements about the anticipated growth and development of our businesses and financial results, the impact of interest rate and currency fluctuations, the impact of U.S.

tariffs (including potential changes in related trade policies and potential mitigation actions and related estimates, cost impacts, pricing changes and changes in customer demand), sources of liquidity to fund future operations, future payment terms with suppliers, the timing of adoption of certain accounting standards, legal proceedings, our ability to prevail in our appeal of an adverse land duty tax assessment, indefinitely reinvested earnings, unrecognized tax benefits, our effective tax rate, and sufficiency of our tax reserves.

Without limiting the foregoing, the words “may,” “should,” “could,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” "assume," “designed,” “potential,” "possible," “continue,” “target,” “seek,” "likely," "will" and similar expressions are intended to identify forward-looking statements.

All forward-looking statements included in this Report are based on information available to us up to, and including the date of this document, and we disclaim any obligation to update any such forward-looking statements.

Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various important factors, including but not limited to flaws in the assumptions and judgments upon which our forecasts and estimates are based;

the development, severity, and duration of supply chain constraints and inflation;

our inability to make the investments in our business and capital allocations that we plan to make or the failure of those investments or allocations to achieve the results we expect;

loss of key personnel or our inability to recruit talented personnel to drive performance of our businesses;

the development, severity, and duration of supply chain constraints and fluctuating inflation;

our inability to make investments in our business and allocate our capital as planned or the failure of those investments and allocations to achieve the results we expect;

costs and disruptions caused by acquisitions and minority investments;

the failure of businesses we acquire or invest in to perform as expected;

our failure to develop and deploy our mass customization platform or the failure of the platform to drive the efficiencies and competitive advantages we expect;

loss of key personnel or our inability to recruit talented personnel;

our failure to develop and deploy our mass customization platform or the failure of the mass customization platform to drive the performance, efficiencies and competitive advantage we expect;

unanticipated changes in our markets, customers, or businesses;

disruptions caused by political instability and war in Ukraine, Israel, or elsewhere;

changes in the laws and regulations, or in the interpretation of laws and regulations, that affect our businesses;

disruptions caused by geopolitical events or political instability and war in Ukraine, Israel, the Middle East or elsewhere;

changes in governmental policies, laws and regulations, or in the enforcement or interpretation of governmental policies, laws and regulations, that affect our businesses, including related to import tariffs;

our failure to manage the growth and complexity of our business;

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Executive Overview

Cimpress is a strategically focused collection of businesses that specialize in print mass customization, through which we deliver large volumes of individually small-sized customized orders of printed materials and related products.

Our products and services include a broad range of marketing materials, business cards, signage, promotional products, logo apparel, packaging, books and magazines, wall decor, photo merchandise, invitations and announcements, design and digital marketing services, and other categories.

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

We discuss mass customization further in the Business section of this Report.

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

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Refer to Note 14 in our accompanying consolidated financial statements for additional information relating to our reportable segments and our segment financial measures.

tariff environment remains fluid.

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

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

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

customers in Canada and Mexico.

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

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

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

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

In total we incurred approximately

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

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

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

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

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

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

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

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

Financial Summary

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

however, in evaluating the financial condition and operating performance of our business, management considers a number of metrics including revenue growth, organic constant-currency revenue growth, operating income, adjusted EBITDA, cash flow from operations, and adjusted free cash flow.

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

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

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• Organic constant-currency revenue growth (a non-GAAP financial measure) was 3%.

• Operating income increased by $190.0 million to $247.4 million.

• Adjusted EBITDA (a non-GAAP financial measure) increased by $128.9 million to $468.7 million.

• Diluted net income (loss) per share attributable to Cimpress plc increased to income of $6.43 from a loss of $7.08 in the prior fiscal year.

• Cash provided by operating activities increased by $220.4 million to $350.7 million.

• Adjusted free cash flow (a non-GAAP financial measure) increased by $237.7 million to $261.1 million.

For fiscal year 2024, the increase in reported revenue was driven by revenue growth across all of our segments.

Currency exchange fluctuations had a positive effect on revenue growth during the current year.

Revenue growth in our Vista business was driven by increases in new and repeat customers as well as higher revenue per customer.

The increase to operating income during the year ended June 30, 2024 was driven by a $157.8 million increase to gross profit that benefited from the revenue growth described above as well as gross margin expansion.

Operating income also benefited from year-over-year operating expense efficiencies and lower restructuring costs of $43.3 million as a result of cost reduction actions that were completed during the prior year as well as lower amortization of acquired intangible assets of $15.4 million due to the runoff of fully amortized assets across several of our previously acquired businesses.

These items were partially offset by $25.9 million of higher share-based compensation expense year over year, which was largely driven by PSUs granted in the current year (the "2024 PSUs") that have a higher grant pool, an accelerated expense profile and higher than target attainment of the related performance conditions.

Advertising spend also increased $18.6 million year over year.

Adjusted EBITDA increased during the year ended June 30, 2024, primarily driven by the operating income growth described above, which was partially offset by $18.8 million of year-over-year net unfavorable currency impacts.

Adjusted EBITDA excludes depreciation and amortization, restructuring charges, share-based compensation expense, certain impairments, and gains or losses on the sale of assets, and includes the realized gains or losses on our currency derivatives intended to hedge adjusted EBITDA.

Diluted net income (loss) per share attributable to Cimpress plc increased for the year ended June 30, 2024, primarily due to the operating income increase described above.

In addition, we recognized $204.9 million of lower income tax expense ($49.4 million of benefit in the current year versus $155.5 million of expense last year), primarily due to the partial reversal of a valuation allowance on Swiss deferred tax assets in the current year which was originally established in the prior year.

For the year ended June 30, 2024, these increases to income were partially offset by net negative currency impacts of $16.4 million year over year, primarily due to unrealized currency losses caused by exchange rate volatility and lower realized gains on our derivative contracts, as well as $7.0 million of higher interest expense, net, driven by an increased weighted-average interest rate.

During the year ended June 30, 2024 , cash from operations increased $220.4 million year over year due primarily to the increase in operating income as described above, as well as changes in operating assets and liabilities of $90.7 million, which were driven in part by certain timing items.

This favorable impact was partially offset by higher cash taxes of $18.2 million, due in part to increased prior-year assessments in one jurisdiction driven by profitability growth, and higher net cash interest payments of $15.6 million.

Adjusted free cash flow increased by $237.7 million for the year ended June 30, 2024, due to the operating cash flow increase described above, as well as $18.9 million higher proceeds from the sale of assets, primarily driven by the sale of our previously owned customer service facility located in Jamaica and manufacturing facility in Japan.

Information pertaining to fiscal year 2022 was included in our Annual Report on Form 10-K for the year ended June 30, 2022 under Part II, Item 7, “Management’s Discussion and Analysis of Financial Position and Results of Operations,” which was filed with the SEC on August 8, 2022.

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

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

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

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

• Cash provided by operating activities decreased by $52.7 million to $298.1 million.

• Adjusted free cash flow (a non-GAAP financial measure) decreased by $113.0 million to $148.0 million.

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

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

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

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

manufacturing facility that started production in March 2025.

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

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

These items were offset in part by

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

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

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

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

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

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

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

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

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

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

Consolidated Results of Operations

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

Total revenue and revenue growth by reportable segment for the years ended June 30, 2024, 2023, and 2022 are shown in the following table:

Total revenue and revenue growth by reportable segment for the years ended June 30, 2025, 2024, and 2023 are shown in the following tables.

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

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

In thousands Year Ended June 30, Currency

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Constant- Currency Revenue Growth

Change (Favorable)/Unfavorable Revenue Growth (1) (Favorable)/Unfavorable Excluding Acquisitions/Divestitures (2)

Vista $ 1,741,600 $ 1,613,887 8% (1)% 7% —% 7%

2025 2024 (1) %

Change (Favorable)/Unfavorable Revenue Growth (2)

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

$ 1,824,271 $ 1,742,494 5% 0% 5% —% 5%

PrintBrothers

669,151 639,571 5% (1)% 4% —% 4%

The Print Group

National Pen 391,192 366,294 7% (2)% 5% —% 5%

378,075 354,775 7% (1)% 6% —% 6%

406,764 389,027 5% (1)% 4% —% 4%

All Other Businesses

227,363 213,381 7% 1% 8% —% 8%

Inter-segment eliminations

(102,545) (47,392)

Total revenue $ 3,403,079 $ 3,291,856 3% 0% 3% —% 3%

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Constant- Currency Revenue Growth

Change (Favorable)/Unfavorable Revenue Growth (1) (Favorable)/Unfavorable Excluding Acquisitions/Divestitures (2)

Vista $ 1,613,887 $ 1,514,909 7% 2% 9% —% 9%

2024 (1) 2023 (1) %

Change (Favorable)/Unfavorable Revenue Growth (2)

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

$ 1,742,494 $ 1,614,798 8% (1)% 7% —% 7%

PrintBrothers

639,571 579,050 10% (3)% 7% —% 7%

The Print Group

National Pen 366,294 341,832 7% 5% 12% —% 12%

354,775 342,951 3% (3)% 0% —% 0%

389,027 365,804 6% (2)% 4% —% 4%

All Other Businesses

213,381 212,409 0% 0% 0% —% 0%

Inter-segment eliminations

(47,392) (35,385)

Total revenue $ 3,291,856 $ 3,079,627 7% (2)% 5% —% 5%

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

Refer to Note 14 of the accompanying consolidated financial statements for additional details.

(2) Constant-currency revenue growth, a non-GAAP financial measure, represents the change in total revenue between current and prior-year periods at constant-currency exchange rates by translating all non-U.S.

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

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

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

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

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

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

Consolidated Cost of Revenue

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% of revenue 52.5 % 51.5 % 53.3 %

For the year ended June 30, 2024, cost of revenue increased by $54.4 million year over year, partially driven by unfavorable changes in currency exchange rates of $27.3 million, as well as higher production and shipping costs due to volume growth and product mix shifts in some of our businesses.

These cost increases were partially offset by lower input costs, production efficiency gains, and savings that resulted from the March 2023 cost reduction actions, which also supported a reduction to cost of revenue as a percent of revenue as compared to the prior year.

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

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

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

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

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

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

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

Consolidated Operating Expenses

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Restructuring expense (1) $ 5,528 $ 423 $ 43,757

$ 423 $ 43,757 $ 13,603

% of revenue 0.2 % 0.0 % 1.4 %

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

$ — $ 5,609 $ —

% of revenue — % — % 0.2 %

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(1) Refer to Note 17 in our accompanying consolidated financial statements for additional details relating to restructuring expense.

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

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

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

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

Technology and development expense increased by $19.7 million for the year ended June 30, 2024 as compared to the prior year.

The increase was driven in part by higher share-based compensation costs of $7.9 million due to higher expense from our 2024 PSU grants as described above.

The expense increases were also impacted by higher amortization of capitalized software of $6.7 million as compared to the prior year, due to the higher capitalized asset base and fluctuations in currency exchange rates.

Third-party technology costs increased by $6.2 million year over year, driven in part by our businesses' further adoption of certain products offered through our mass customization platform, which has driven increased consumption of those services.

These increases were partially offset by lower cash compensation costs of $6.9 million due to cost savings resulting from the March 2023 restructuring actions that reduced headcount.

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

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

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

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

Marketing and selling expense

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

For the year ended June 30, 2024, marketing and selling expenses increased by $15.9 million, primarily due to higher advertising spend of $18.6 million as compared to the prior year, driven by higher volumes across businesses.

Share-based compensation costs increased $6.0 million primarily due to our 2024 PSU grants as described above.

Payment processing fees also increased $4.4 million as compared to the prior year due to increased order volumes.

These cost increases are offset in part by lower cash compensation costs of $5.8 million during the year ended June 30, 2024, due to the cost reduction actions that were implemented in March 2023.

There was also lower third-party consulting spend of $4.1 million, as compared to the prior year, mainly in our Vista business, and lower building costs driven by actions taken over the past year to further optimize our real estate footprint for many of our team members operating under a remote-first model.

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

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

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

market during the second quarter of the current fiscal year.

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

General and administrative expense

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

General and administrative expenses decreased by $3.5 million during the year ended June 30, 2024 as compared to the prior year.

The decrease was driven by $2.8 million of lower cash compensation largely driven by a reduction to long-term incentive compensation expense due to lower than previously estimated attainment levels in certain Cimpress businesses, and cost savings from the March 2023 cost reductions, which were partially offset by increased compensation costs from our annual merit cycle.

The cost decrease was also impacted by a $2.5 million reduction to third-party consulting spend, the non-recurrence of $2.4 million in expense for the prior-year termination of one of our leased office locations, a $1.9 million indirect tax expense recognized in the prior year that did not recur in the current year, and the exit of our business in China during fiscal year 2023 that reduced our general and administrative expenses by $1.8 million year over year.

These decreases were partially offset by increases to share-based compensation costs of $11.7 million driven by the 2024 PSU grants as described above.

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

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

Other Consolidated Results

Other income, net

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

Other (expense) income, net

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

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

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

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

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

Year Ended June 30,

2025 2024 2023

Gains on derivatives not designated as hedging instruments

$ 3,915 $ 3,311 $ 58,148

Currency-related (losses) gains, net

(2,818) 16,350 244

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

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

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

Total other income, net $ 1,583 $ 18,498 $ 61,463

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

During the year ended June 30, 2024, there were

$40.8 million of lower unrealized losses, mostly offset by $40.2 million of lower realized gains on our derivatives not designated as hedging instruments when compared to the prior year We expect volatility to continue in future periods, as we do not apply hedge accounting for most of our derivative currency contracts.

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

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

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

We experience currency-related net gains and losses due to currency exchange rate volatility on our non-functional currency intercompany relationships, which we may alter from time to time.

Gains on the revaluation of non-functional currency debt and on a cross-currency swap contract designated as a cash flow hedge are included in our currency-related losses, net, offsetting the impact of certain non-functional currency intercompany relationships.

Interest expense, net

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

Interest expense, net increased $7.0 million during the year ended June 30, 2024, primarily due to a year-over-year increase to our weighted average interest rate (net of interest rate swaps) on our senior secured Term Loan B.

This interest expense, net increase was partially offset by lower interest expense associated with our 7.0% Senior Notes due 2026 ("2026 Notes") driven by our purchase of a portion of those notes, as well as $2.7 million higher interest income earned on our cash and marketable securities.

(Loss) gain on extinguishment of debt

During the year ended June 30, 2024, we recognized losses on the extinguishment of debt of $0.7 million, due to the write-off of unamortized financing fees of $2.4 million, as a result of the fourth quarter amendment to our senior secured credit facility which reduced the interest rate margin on most of our outstanding senior secured Term Loan B debt.

This loss was partially offset by a $1.7 million gain on the extinguishment of debt arising from the purchase of a portion of our outstanding 2026 Notes.

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

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

Gain (loss) on extinguishment of debt

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

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

Income tax (benefit) expense

Income tax expense

In thousands Year Ended June 30,

2025 2024 2023

Income tax (benefit) expense $ (49,362) $ 155,493 $ 59,901

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

Effective tax rate 86.7 % (38.4) % (514.5) %

Tax expense decreased for the year ended June 30, 2024 versus the prior year due to the partial release of the valuation allowance on Swiss deferred tax assets of $105.8 million in the current period as compared to tax expense of $116.7 million recorded during the year ended June 30, 2023 to increase the valuation allowance in Switzerland.

After considering all available evidence, including the recent history of strong earnings from core operations in Switzerland and the expectation of future taxable income, management concluded it is more likely than not that the recognized deferred tax assets are realizable and reduced the valuation allowance accordingly.

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

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

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

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

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

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

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

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plus earn-out related charges;

plus certain impairments;

plus certain impairments and other adjustments;

plus restructuring related charges;

less gain on purchase or sale of subsidiaries as well as the disposal of assets.

The effects of currency exchange rate fluctuations impact segment EBITDA and we do not

allocate to segment EBITDA any gains or losses that are realized by our currency hedging program.

less gain or loss on the purchase or sale of subsidiaries as well as the disposal of assets.

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

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

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

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

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

Refer to Note 14 in our accompanying consolidated financial statements for additional details.

Year Ended June 30,

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Reported Revenue

$ 1,824,271 $ 1,742,494 $ 1,614,798 5% 8%

Segment EBITDA

347,693 348,117 237,828 —% 46%

% of revenue 19 % 20 % 15 %

_____________________

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

Refer to Note 14 of the accompanying consolidated financial statements for additional details.

Segment Revenue

Vista's reported revenue growth for the year ended June 30, 2024 benefited from a 1% favorable impact on currency fluctuations, resulting in constant-currency revenue growth of 7%.

The revenue growth was driven by increases in new and repeat customers as well as higher revenue per customer.

Revenue was higher year over year across all major markets, with the most significant growth in sales of signage and promotional products, apparel and gifts.

Vista continues to improve its customer experience, resulting in higher customer satisfaction and lower credit rates.

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

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

In addition, revenue growth was stronger in Europe.

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

Segment Profitability

For the year ended June 30, 2024, segment EBITDA increased by $104.4 million.

Incremental gross profit was driven by the revenue growth described above, lower input costs, and efficiency gains as compared to the prior year.

Segment EBITDA growth was also driven by lower operating expenses, primarily due to savings resulting from cost reduction actions implemented in March 2023.

These operating expense savings were partially offset by inflationary cost increases, such as our annual merit cycle increases' effect on compensation costs.

Advertising expenses were higher year over year largely due to increased volume.

Changes in currency exchange rates had a positive impact on segment EBITDA of $4.7 million as compared to the prior-year period.

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

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

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

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

PrintBrothers

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Reported Revenue

$ 669,151 $ 639,571 $ 579,050 5% 10%

Segment EBITDA

83,351 91,577 71,658 (9)% 28%

% of revenue 12 % 14 % 12 %

_____________________

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

Refer to Note 14 of the accompanying consolidated financial statements for additional details.

Segment Revenue

PrintBrothers' reported revenue growth for the year ended June 30, 2024 was positively affected by currency impacts of 3% with revenue increasing on a constant-currency basis by 7% year over year.

Constant-currency growth was driven primarily by continued order volume and customer growth, partially offset by customers purchasing lower quantities in certain product categories.

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

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

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

Segment Profitability

PrintBrothers' segment EBITDA for the year ended June 30, 2024 grew significantly year over year, driven by the constant-currency revenue growth described above, gross margin improvements which benefited from lower input costs and product mix shifts, and operating expense efficiencies.

Currency exchange fluctuations positively impacted segment EBITDA year over year by $3.2 million.

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

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

The Print Group

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Reported Revenue

$ 378,075 $ 354,775 $ 342,951 7% 3%

Segment EBITDA

71,071 66,427 56,089 7% 18%

% of revenue 19 % 19 % 16 %

_____________________

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

Refer to Note 14 of the accompanying consolidated financial statements for additional details.

Segment Revenue

The Print Group's reported revenue for the year ended June 30, 2024 was positively affected by currency impacts of 3%, with flat revenue on a constant-currency basis year over year.

The Print Group revenue has benefited from order growth, but revenue was dampened by customers purchasing lower quantities in certain product categories and headwinds in the reseller channel.

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

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

Segment Profitability

The increase in The Print Group's segment EBITDA during the year ended June 30, 2024 as compared to the prior year was largely driven by gross profit growth, as The Print Group benefited from gross margin expansion due to reductions in key input costs such as raw materials, energy and shipping.

There was also a year-over-year reduction in long-term incentive compensation expense of $3.0 million for the year ended June 30, 2024 due to changes in the estimated payouts.

Currency exchange fluctuations positively impacted segment EBITDA year over year by $2.0 million.

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

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

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

In thousands Year Ended June 30,

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Reported Revenue

$ 406,764 $ 389,027 $ 365,804 5% 6%

Segment EBITDA

31,433 29,753 23,223 6% 28%

% of revenue 8 % 8 % 6 %

_____________________

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

Refer to Note 14 of the accompanying consolidated financial statements for additional details.

Segment Revenue

For the year ended June 30, 2024, currency positively impacted National Pen's revenue growth by 2%.

The segment's constant-currency revenue growth was 5% as compared to the prior year.

National Pen continued to deliver strong growth within its e-commerce and telesales channels, as well as from fulfillment for other Cimpress businesses, partially offset by lower revenue from mail order sales that was impacted by a choice to meaningfully reduce advertising spend for this channel.

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

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

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

Segment Profitability

The increase in National Pen's segment EBITDA for the year ended June 30, 2024 was driven by the revenue growth described above and $3.6 million less long-term incentive compensation expense, primarily due to changes in the estimated payouts.

These segment EBITDA growth drivers were partially offset by $1.7 million higher advertising spend, primarily during the first half of the fiscal year.

Currency exchange fluctuations had a negative year-over-year impact of $1.2 million for the year ended June 30, 2024.

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

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

All Other Businesses

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

Year Ended June 30,

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Reported Revenue

$ 227,363 $ 213,381 $ 212,409 7% —%

Segment EBITDA

21,883 22,495 23,830 (3)% (6)%

% of revenue 10 % 11 % 11 %

This segment includes BuildASign and Printi, an early-stage business that we have managed at a relatively modest operating loss.

_____________________

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

Refer to Note 14 of the accompanying consolidated financial statements for additional details.

Segment Revenue

All Other Businesses' revenue growth was minimally impacted by currency, resulting in constant-currency revenue growth of 1% during the year ended June 30, 2024.

BuildASign, the largest business in this segment, delivered growth in signage products and from fulfillment for other Cimpress businesses, but that growth was offset by lower revenue for real estate-related products and home decor products.

Our smaller Printi business continued to deliver revenue growth versus last year.

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

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

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

Segment Profitability

For the year ended June 30, 2024, segment EBITDA was flat versus last year, partly driven by less efficient advertising spend that was higher versus last year and was only partially offset by increased gross profit that was supported by the revenue growth described above.

Operating expenses benefited year over year from $0.9 million of less long-term incentive compensation expense primarily due to changes in estimated payouts.

Our Printi business reduced its operating losses as it continues to gain scale and deliver efficiencies.

Segment EBITDA also benefited from the fiscal year 2023 exit of our business in China, which had $1.8 million of losses last year.

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

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

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

Central and Corporate Costs

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

During the year ended June 30, 2024, central and corporate costs increased by $11.8 million as compared to the prior year.

The increases were driven by $20.5 million of increased share-based compensation expense due to a higher grant pool and the impact from our 2024 PSU grants as described above.

This increase was partially offset by lower cash compensation expense of $3.7 million due to savings from the March 2023 cost reductions, as well as lower third-party consulting spend of $4.0 million as compared to the prior year.

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

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

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

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

Liquidity and Capital Resources

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• Net income of $12.9 million

• Adjustments for non-cash items of $120.2 million primarily related to adjustments for depreciation and amortization of $151.8 million, share-based compensation costs of $65.6 million, partially offset by deferred taxes of $94.4 million and unrealized currency-related gains of $4.9 million

• Net working capital inflow of $52.8 million, primarily due to further reductions to inventory following the prior-year build up of safety stock to mitigate the risk of supply chain disruptions as well as favorable changes to accounts payable and accrued liabilities

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

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

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

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

• Proceeds from the sale of assets of $23.6 million, which primarily included proceeds from the sale of our customer service facility located in Jamaica and manufacturing facility in Japan during the current fiscal year

• Proceeds from the sale of assets of $3.1 million

• Proceeds from the exercise of options of $1.4 million

Cash outflows:

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

• Purchases of our ordinary shares for $77.8 million

• Internal and external costs of $64.1 million for software and website development that we have capitalized

• Capital expenditures of $54.9 million, of which the majority related to the purchase of manufacturing and automation equipment for our production facilities

• Payments for the purchase of a portion of our 2026 Notes for $24.5 million

• Payment of withholding taxes in connection with share awards of $16.4 million, primarily driven by the vesting of restricted share unit grants

• Repayments of debt, net of proceeds from borrowings, of $13.9 million

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

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

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

• Payments for finance lease arrangements of $7.8 million

• Purchase of noncontrolling interests of $4.1 million

Additional Liquidity and Capital Resources Information.

At June 30, 2024, we had $203.8 million of cash and cash equivalents, $4.5 million of marketable securities, and $1,616.6 million of debt, excluding debt issuance costs and debt premiums and discounts.

At June 30, 2025, we had $234.0 million of cash and cash equivalents and $1,604.5 million of debt, excluding debt issuance costs and debt premiums and discounts.

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

We expect to finance our future operations through our cash, investments, operating cash flow, and borrowings under our debt arrangements.

We expect to finance our future operations through our cash, operating cash flow, and borrowings under our debt arrangements.

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

During the year ended June 30, 2024, we purchased and retired 1,723,393 of our ordinary shares for $157.0 million.

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

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

We evaluate share repurchases, as any other use of capital, relative to our view of the impact on our intrinsic value per share compared against other opportunities.

During the year ended June 30, 2024, we also allocated $24.5 million of capital toward the purchase of a portion of our 2026 Notes, and we will continue to consider using excess liquidity to repurchase our debt.

We have significantly reduced our net leverage over the last year primarily through increased profitability driven by the combination of returns from past investments, the focusing of our growth investments, restrained growth of operating expenses, and the easing of inflationary pressure on our input costs.

This increased profitability and resultant cash flow generation should provide the opportunity to continue to delever our balance sheet while also opportunistically allocating capital that enhances our intrinsic value per share.

Supply Chain Financing Program.

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

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

Senior secured credit facility and interest payments include the effects of interest rate swaps, whether they are expected to be payments or receipts of cash.

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At June 30, 2025, we had unrecorded commitments under contract of $391.4 million.

Purchase commitments consisted of third-party fulfillment and digital services of $93.8 million;

third-party cloud services of $48.7 million;

Purchase commitments consisted of third-party cloud services of $260.3 million;

third-party fulfillment and digital services of $78.9 million;

software of $37.4 million;

production and computer equipment purchases of $5.5 million;

professional and consulting fees of $6.3 million;

production and computer equipment purchases of $2.9 million;

insurance costs of $1.6 million;

and other commitments of $2.8 million.

Senior Secured Credit Facility and Interest Payments.

As of June 30, 2024, we have borrowings under 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") of $1,084.6 million, consisting of the Term Loan B, which amortizes over the loan period, with a final maturity date of May 17, 2028.

Our $250.0 million senior secured revolving credit facility with a maturity date of May 17, 2026 (the "Revolving Credit Facility"), under our Restated Credit Agreement, has $238.0 million unused as of June 30, 2024.

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

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

Our $250.0 million senior secured revolving credit facility has $232.1 million unused as of June 30, 2025.

There are no drawn amounts on the Revolving Credit

Facility, but our outstanding letters of credit reduce our unused balance.

Our unused balance can be drawn at any time so long as we are in compliance with our debt covenants, and if any loans made under the Revolving Credit Facility are outstanding on the last day of any fiscal quarter, then we are subject to a financial maintenance covenant that the First Lien Leverage Ratio (as defined in the Restated Credit Agreement) calculated as of the last day of such quarter shall not exceed 3.25 to 1.00.

Any amounts drawn under the Revolving Credit Facility will be due on May 17, 2026.

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

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

2026 Notes and Interest Payments.

Our $522.1 million 2026 Notes bear interest at a rate of 7.0% per annum and mature on June 15, 2026.

Interest on the notes is payable semi-annually on June 15 and December 15 of each year.

During the year ended June 30, 2024, we purchased an aggregate principal amount of $26.2 million for a purchase price of $24.5 million, as well as the related settlement of unpaid interest, which resulted in the recognition of a gain on the extinguishment of debt of $1.7 million.

As of June 30, 2025, we have borrowings under our Restated Credit Agreement of $1,072.8 million, consisting of the Term Loan B, which amortizes over the loan period, with a final maturity date of May 17, 2028.

2032 Senior Notes and Interest Payments.

On September 26, 2024, we completed a private placement of $525.0 million in aggregate principal amount of senior unsecured notes due 2032 (the "2032 Notes").

We used the net proceeds from the 2032 Notes, together with cash on hand, to redeem all of the outstanding 2026 Notes, and pay associated accrued interest and all related financing fees.

Our $525.0 million 2032 Notes bear interest at a rate of 7.375% per annum and mature on September 15, 2032.

Interest on the 2032 Notes is payable semi-annually on March 15 and September 15 of each year.

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

Debt Covenants.

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

As of June 30,

2024, we were in compliance with all covenants under our Restated Credit Agreement and the indenture governing our 2026 Notes.

Refer to Note 10 in our accompanying consolidated financial statements for additional information.

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

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

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

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Additional Non-GAAP Financial Measures

Adjusted EBITDA and adjusted free cash flow presented below, and constant-currency revenue growth and constant-currency revenue growth excluding acquisitions/divestitures presented in the consolidated results of operations section above, are supplemental measures of our performance that are not required by, or presented in accordance with, GAAP.

Adjusted EBITDA is defined as GAAP operating income plus depreciation and amortization plus share-based compensation expense plus proceeds from insurance not already included in operating income plus earn-out related charges plus certain impairments plus restructuring related charges plus realized gains or losses on currency derivatives less the gain or loss on purchase or sale of subsidiaries as well as the disposal of assets.

Adjusted EBITDA is the primary profitability metric by which we measure our consolidated financial performance and is provided to enhance investors' understanding of our current operating results from the underlying and ongoing business for the same reasons it is used by management.

For example, for acquisitions, we believe excluding the costs related to the purchase of a business (such as amortization of acquired intangible assets, contingent consideration, or impairment of goodwill) provides further insight into the performance of the underlying acquired business in addition to that provided by our GAAP operating income.

As another example, as we do not apply hedge accounting for certain derivative contracts, we believe inclusion of realized gains and losses on these contracts that are intended to be matched against operational currency fluctuations provides further insight into our operating performance in addition to that provided by our GAAP operating income.

Constant-currency revenue growth and constant-currency revenue growth excluding acquisitions/divestitures (which we refer to above as organic constant-currency revenue growth), in each case as defined and presented in the consolidated results of operations section above (with reconciliations to GAAP revenue growth), as well as adjusted EBITDA and adjusted free cash flow presented below, are supplemental measures of our performance that are not required by, or presented in accordance with, GAAP.

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

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

In addition, adjusted EBITDA includes the impact of certain items that are recognized in other income, net which includes realized gains or losses on currency derivatives that are intended to hedge our adjusted EBITDA exposure to foreign currencies for which we do not apply hedge accounting, as well as proceeds from insurance recoveries.

underlying acquired business in addition to that provided by our GAAP net income.

Adjusted free cash flow is the primary financial metric by which we set quarterly and annual budgets both for individual businesses and Cimpress-wide.

During the current fiscal year, we revised our adjusted free cash flow definition to include proceeds from the sale of assets, which we believe provides useful information regarding the net cash deployed for the purchase of capital assets by incorporating any cash that is recovered from the subsequent sale of any assets.

We have revised all periods presented to incorporate this change.

Adjusted free cash flow is defined as net cash provided by operating activities less purchases of property, plant and equipment, purchases of intangible assets not related to acquisitions, and capitalization of software and website development costs that are included in net cash used in investing activities, plus the proceeds from sale of assets, payment of contingent consideration in excess of acquisition-date fair value, and gains on proceeds from insurance that are included in net cash provided by operating activities, if any.

Adjusted free cash flow is defined as net cash provided by (used in) operating activities less purchases of property, plant and equipment, purchases of intangible assets not related to acquisitions, and capitalization of software and website development costs that are included in net cash used in investing activities, plus the proceeds from sale of assets, payment of contingent consideration in excess of acquisition-date fair value, and gains on proceeds from insurance that are not included in net cash provided by operating activities, if any.

We use this cash flow metric because we believe that this methodology can provide useful supplemental information to help investors better understand our ability to generate cash flow after considering certain investments required to maintain or grow our business, as well as eliminate the impact of certain cash flow items presented as operating cash flows that we do not believe reflect the cash flow generated by the underlying business.

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We believe it is important to view our adjusted free cash flow measure only as a complement to our entire consolidated statement of cash flows.

The table below sets forth operating income and adjusted EBITDA for the years ended June 30, 2024, 2023, and 2022:

The table below sets forth net income (loss) and adjusted EBITDA for the years ended June 30, 2025, 2024, and 2023:

In thousands Year Ended June 30,

2025 2024 2023

GAAP operating income $ 247,351 $ 57,309 $ 47,298

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

Exclude expense (benefit) impact of:

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

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

Interest expense, net

115,231 119,822 112,793

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

Depreciation and amortization 141,131 151,764 162,428

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Restructuring-related charges 5,528 423 43,757

Realized gains on currency derivatives not included in operating income (1) 2,406 29,724 4,424

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

Realized (losses) gains on currency derivatives (1) (3,994) 2,406 29,724

Adjusted EBITDA $ 433,167 $ 468,682 $ 339,832

_________________

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

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

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

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Proceeds from the sale of assets

Adjusted free cash flow (1)

3,080 23,565 4,659

Adjusted free cash flow

$ 148,033 $ 261,053 $ 23,389

(1) During fiscal year 2024, we revised our adjusted free cash flow definition to include proceeds from the sale of assets.

We have revised all prior periods presented to incorporate this change.

Critical Accounting Policies and Estimates

12 unchanged sentences

Under the terms of most of our arrangements with our customers we provide satisfaction guarantees, which give our customers an option for a refund or reprint over a specified period of time if the customer is not fully satisfied.

As such, we record a reserve for estimated sales returns and allowances as a reduction of revenue, based

on historical experience or the specific identification of an event necessitating a reserve.

As such, we record a reserve for estimated sales returns and allowances as a reduction of revenue, based on historical experience or the specific identification of an event necessitating a reserve.

Actual sales returns have historically not been significant.

14 unchanged sentences

Costs related to free products are included within cost of revenue and sample products are included within marketing and selling expense.

We have elected to apply the practical expedient under ASC 340-40-25-4 to expense incremental direct costs as incurred, which primarily includes sales commissions, since our contract periods generally are less than one year and the related performance obligations are satisfied within a short period of time.

Share-Based Compensation.

1 unchanged sentence

We recognize the impact of forfeitures as they occur.

We have issued PSUs that include a service condition as well as a market or performance condition and we calculate the fair value at grant, which is fixed throughout the vesting period.

For PSUs that include a market condition, the fair value is determined using a Monte Carlo simulation valuation model and the expense recognized over the requisite service period will not be reversed if the market condition is not achieved.

For PSUs that include a performance condition, compensation cost is recorded if it is probable that the performance condition will be achieved.

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

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

7 unchanged sentences

Our estimates can vary due to the profitability mix of jurisdictions, foreign exchange movements, changes in tax law, regulations or accounting principles, as well as certain discrete items.

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 establish reserves for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due.

9 unchanged sentences

Historically we have not had any significant impairments of our capitalized software and website development costs.

Business Combinations .

We recognize the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition.

The fair value of identifiable intangible assets is based on detailed cash flow valuations that use information and assumptions provided by management.

The valuations are dependent upon a myriad of factors including historical financial results, forecasted revenue growth rates, estimated customer renewal rates, projected operating margins, royalty rates, and discount rates.

We estimate the fair value of any contingent consideration at the time of the acquisition using all pertinent information known to us at the time to assess the probability of payment of contingent amounts or through the use of a Monte Carlo simulation model.

We allocate any excess purchase price over the fair value of the net tangible and intangible assets acquired and liabilities assumed to goodwill.

The assumptions used in the valuations for our acquisitions may differ materially from actual results depending on performance of the acquired businesses and other factors.

While we believe the assumptions used were appropriate, different assumptions in the valuation of assets acquired and liabilities assumed could have a material impact on the timing and extent of impact on our statements of operations.

Goodwill is assigned to reporting units as of the date of the related acquisition.

If goodwill is assigned to more than one reporting unit, we utilize a method that is consistent with the manner in which the amount of goodwill in a business combination is determined.

Costs related to the acquisition of a business are expensed as incurred.

Goodwill, Indefinite-Lived Intangible Assets, and Other Definite Lived Long-Lived Assets.

26 unchanged sentences

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

What changed 10-K

Item 7. Management’s Discussion and Analysis