What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-08-08 compared with 2024-08-09 · 370 added, 370 removed, 1210 unchanged (38% of the section changed)

34 unchanged sentences

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

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that

controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

1 unchanged sentence

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill - Quantitative Impairment Assessment of the BuildASign Reporting Unit

As described in Note 8 to the consolidated financial statements, the Company’s goodwill balance was $787 million as of June 30, 2024, of which a portion relates to the BuildASign reporting unit ("the reporting unit").

Management performed a quantitative impairment assessment of the reporting unit as of the annual goodwill impairment test date of May 31.

Management concluded that sufficient headroom between the estimated fair value of the reporting unit and the related carrying value existed and that no goodwill impairment was identified.

Management used the income approach, specifically the discounted cash flow method, to derive the fair value of the reporting unit.

This approach calculates fair value by estimating the after-tax cash flows attributable to the reporting unit and then discounting the after-tax cash flows to present value using a risk-adjusted discount rate.

The cash flow projections in the fair value analysis are considered Level 3 inputs, and consist of management's estimates of revenue growth rates and operating margins, taking into consideration historical results, as well as industry and market conditions.

The discount rate used in the fair value analysis is based on a weighted average cost of capital.

The principal considerations for our determination that performing procedures relating to the goodwill quantitative impairment assessment of the BuildASign reporting unit is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the reporting unit;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to the revenue growth rates and operating margins;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Revenue Recognition– Certain Physical Printed Products and Other Revenue

As described in Notes 2 and 14 to the consolidated financial statements, revenue is generated primarily from the sale and shipment of customized manufactured products.

Revenues are recognized at a point in time when control of the promised products is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products.

The Company’s consolidated revenue was $3.4 billion for the year ended June 30, 2025, of which a significant portion relates to certain physical printed products and other revenue.

The principal consideration for our determination that performing procedures relating to revenue recognition for certain physical printed products and other revenue is a critical audit matter is a high degree of auditor effort in performing procedures related to the Company’s revenue recognition for certain physical printed products and other revenue.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment, including controls over the valuation of the reporting unit.

These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the reporting unit;

(ii) evaluating the appropriateness of the discounted cash flow method;

(iii) testing the completeness and accuracy of underlying data used in the discounted cash flow method;

and (iv) evaluating the reasonableness of the significant assumptions used by management related to the revenue growth rates and operating margins.

Evaluating management’s assumptions related to the revenue growth rates and operating margins involved evaluating whether the assumptions used by management were reasonable considering the current and past performance of the reporting unit, the consistency with external market and industry data, and whether these assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in the evaluation of the appropriateness of the discounted cash flow method.

These procedures included testing the effectiveness of controls relating to the revenue recognition process, including controls over the recording of revenue for certain physical printed products and other revenue when control of the promised product is transferred to the customer.

These procedures also included, among others (i) testing revenue recognition for a sample of certain physical printed products and other revenue transactions by obtaining and inspecting source documents, such as order confirmations, invoices, and proof of shipment or delivery;

(ii) testing the timing of revenue recognition for a sample of certain physical printed products and other revenue transactions before and after period end by obtaining and inspecting source documents, such as order confirmations, invoices, and proof of shipment or delivery;

and (iii) confirming a sample of outstanding customer invoice balances as of June 30, 2025 and, for confirmations not returned, obtaining and inspecting source documents, such as order confirmations, invoices, proof of shipment or delivery, and subsequent cash receipts.

/s/ PricewaterhouseCoopers LLP

19 unchanged sentences

Intangible assets, net 58,348 76,560

Marketable securities, non-current — 4,497

Other assets 28,739 39,351

17 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;

24 unchanged sentences

Income from operations 226,270 247,351 57,309

Other income, net 1,583 18,498 61,463

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

Interest expense, net ( 115,231 ) ( 119,822 ) ( 112,793 )

1 unchanged sentence

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

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

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

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

Net (income) attributable to noncontrolling interests ( 4,126 ) ( 263 ) ( 3,761 )

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 )

19 unchanged sentences

Other comprehensive income (loss), net of tax:

Foreign currency translation gains (losses), net of hedges 6,530 498 ( 9,990 )

Net unrealized gains on derivative instruments designated and qualifying as cash flow hedges 7,087 9,991 2,813

Amounts reclassified from accumulated other comprehensive loss to net income (income) for derivative instruments ( 8,595 ) ( 2,873 ) 26,197

(Loss) gain on pension benefit obligation, net ( 350 ) ( 270 ) 1,649

Foreign currency translation gains, net of hedges 1,035 6,530 498

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 (income) loss attributable to noncontrolling interests ( 4,102 ) 4,459 ( 76 )

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 )

2 unchanged sentences

(in thousands)

Ordinary Shares Deferred Ordinary Shares Treasury Shares

Issued Amount Number of

Ordinary Shares Treasury Shares

Issued Amount Number

5 unchanged sentences

Balance at June 30, 2022 44,084 $ 615 ( 17,971 ) $ ( 1,363,550 ) $ 501,003 $ 414,138 $ ( 47,128 ) $ ( 494,922 )

Purchase and cancellation of deferred ordinary shares — — ( 25 ) ( 28 ) — — — — — ( 28 )

Issuance of ordinary shares due to share option exercises, net of shares withheld for taxes 7 — — — 275 — — 275

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

2 unchanged sentences

Redeemable noncontrolling interest accretion to redemption value — — — — — 7,236 — 7,236

Decrease in noncontrolling interest due to share purchase — — — — — — ( 272 ) — — ( 272 )

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

Foreign currency translation, net of hedges — — — — — — 5,220 5,220

Unrealized gain on pension benefit obligation, net of tax — — — — — — — — 1,649 1,649

Balance at June 30, 2022 44,084 $ 615 — $ — ( 17,971 ) $ ( 1,363,550 ) $ 501,003 $ 414,138 $ ( 47,128 ) $ ( 494,922 )

See accompanying notes.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT (CONTINUED)

(in thousands)

Ordinary Shares Deferred Ordinary Shares Treasury Shares

Issued Amount Number of

Issued Amount Number

Shares Amount Additional

Capital Retained

Earnings Accumulated Other

Comprehensive

Shareholders’

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

Balance at June 30, 2023 44,316 615 ( 17,971 ) ( 1,363,550 ) 539,454 235,396 ( 35,060 ) ( 623,145 )

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

4 unchanged sentences

(in thousands)

Ordinary Shares Deferred Ordinary Shares Treasury Shares

Issued Amount Number of

Ordinary Shares Treasury Shares

Issued Amount Number

6 unchanged sentences

Issuance of ordinary shares due to share option exercises, net of shares withheld for taxes 29 — — — 1,375 — — 1,375

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

Purchase and cancellation of ordinary shares ( 1,192 ) ( 13 ) — — ( 16,608 ) ( 61,154 ) — ( 77,775 )

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

19 unchanged sentences

Loss (gain) on early extinguishment of debt

Unrealized (gain) loss on derivatives not designated as hedging instruments included in net income (loss)

123 515 ( 6,764 )

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

Effect of exchange rate changes on monetary assets and liabilities denominated in non-functional currency ( 25,104 ) 116 ( 11,988 )

19 unchanged sentences

Financing activities

Proceeds from issuance of 7.375% Senior Notes due 2032

Payments for early redemption or purchase of 7.0% Senior Notes due 2026 ( 522,135 ) ( 24,471 ) ( 44,994 )

Proceeds from borrowings of debt 41,720 205,775 48,264

Payments of debt ( 57,903 ) ( 219,722 ) ( 61,310 )

Payments for purchase of 7% Senior Notes due 2026 ( 24,471 ) ( 44,994 ) —

Payments of debt issuance costs ( 11,647 ) ( 2,076 ) ( 51 )

19 unchanged sentences

Supplemental disclosures of cash flow information

Cash paid during the period for:

Interest $ 132,272 $ 113,952 $ 98,099

Income taxes 49,414 31,184 32,987

Cash received during the period for:

Interest 14,169 11,451 3,230

Cash paid for interest

110,138 132,272 113,952

Cash received for interest

12,368 14,169 11,451

Cash paid for income taxes 33,288 49,414 31,184

Non-cash investing and financing activities

2 unchanged sentences

Amounts accrued related to capitalized software development costs 402 125 185

Amounts accrued related to business acquisitions — — 8,425

See accompanying notes.

2 unchanged sentences

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 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.

20 unchanged sentences

Marketable Securities

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.

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:

6 unchanged sentences

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

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 these marketable securities during the years ended June 30, 2024, 2023, and 2022.

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

Accounts Receivable

50 unchanged sentences

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

There were no impairments identified for any other reporting units.

Refer to Note 7 for additional details regarding the annual goodwill impairment test.

2 unchanged sentences

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.

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 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 (expense) income, 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.

4 unchanged sentences

Our various share-based compensation programs entitle recipients to receive issuances of Cimpress ordinary shares upon the vesting of awards which meet applicable performance criteria.

Prior to fiscal year 2023, we reissued treasury shares as part of our share-based compensation programs and as consideration for some of our acquisition transactions.

We reissue treasury shares as part of our share-based compensation programs and as consideration for some of our acquisition transactions.

Upon issuance of treasury shares in conjunction with these programs, we determined the cost using the average cost method.

Starting in fiscal year 2023, we issued new ordinary shares to meet the needs of our share-based compensation programs.

We have retired ordinary shares from time to time.

We issue new ordinary shares to meet the needs of our share-based compensation programs.

We retire ordinary shares from time to time.

Upon retirement, these shares become classified as authorized and unissued shares.

8 unchanged sentences

Refer to Note 10 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 customized manufactured products.

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.

8 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.

If multiple products are ordered together, each product is considered a separate performance obligation, and the transaction price is allocated to each performance obligation

based on the standalone selling price.

If multiple products are ordered together, each product is considered a separate performance obligation, and the transaction price is allocated to each performance obligation based on the standalone selling price.

Revenue is recognized upon satisfaction of each performance obligation.

4 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 June 30, 2024.

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

33 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 income, net in our consolidated statements of operations.

Other Income, Net

The following table summarizes the components of other 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 (expense) income, net in our consolidated statements of operations.

Other (Expense) 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 (1) $ 3,915 $ 3,311 $ 58,148

Currency-related (losses) gains, net (2) ( 2,818 ) 16,350 244

(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 income, net $ 1,583 $ 18,498 $ 61,463

Total other (expense) income, net

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

_____________________

(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 (losses) gains of ($ 1,078 ), $ 39,133 and $ 9,955 , respectively, for the fiscal years ended June 30, 2024, 2023 and 2022.

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.

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

(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.

(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.

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;

1 unchanged sentence

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.

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.

5 unchanged sentences

Weighted average shares issuable upon exercise/vesting of outstanding share options/RSUs/PSUs/warrants (1)

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

5 unchanged sentences

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;

The weighted average dilutive effect of the warrants was 220,668 for the year ended June 30, 2024 and for the year ended June 30, 2022, due to our net loss position, 138,088 outstanding warrants were considered anti-dilutive.

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;

6 unchanged sentences

Such value is recognized ratably as expense over the requisite service period, or on an accelerated method for awards with a performance condition.

For awards that are ultimately settleable in cash, we treat them as liability awards and mark the award to market each reporting period recognizing any gain or loss in our statements of operations.

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.

38 unchanged sentences

Recently Issued or Adopted Accounting Pronouncements

Supply Chain Finance Programs

In September 2022, the FASB issued Accounting Standards Update No.

2022-04 "Liabilities - Supplier Finance Programs (Subtopic 405-50):

Disclosure of Supplier Finance Program Obligations" (ASU 2022-04), which provides authoritative guidance about expanded disclosure requirements for supply chain finance programs.

The new standard requires disclosure of the key terms of outstanding supply chain finance programs and a rollforward of the related amounts due to suppliers participating in these programs.

The adoption of the new disclosure requirements was effective during the first quarter of fiscal year 2024, except for a rollforward of activity within supply chain finance programs, which is effective as part of our annual disclosures for fiscal year 2025.

The adoption of the new standard did not have an impact on our consolidated financial statements.

Refer to Note 17 for additional required disclosure.

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

3 unchanged sentences

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 do not intend to early adopt this standard.

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

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

2023-07 "Segment Reporting (Topic 280):

The expanded disclosure requirements will be effective starting with our annual report for the fiscal year ending June 30, 2025, as well as each interim period thereafter.

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.

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

7 unchanged sentences

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The following tables summarize our assets and liabilities that are

measured at fair value on a recurring basis and are categorized using the fair value hierarchy.

The following tables summarize our assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy.

June 30, 2025

5 unchanged sentences

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 ) —

8 unchanged sentences

Interest rate swap contracts $ 18,830 $ — $ 18,830 $ —

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

Currency forward contracts 3,642 — 3,642 —

1 unchanged sentence

Total assets recorded at fair value $ 23,652 $ — $ 23,652 $ —

Cross-currency swap contracts $ ( 1,777 ) $ — $ ( 1,777 ) $ —

Currency forward contracts $ ( 856 ) $ — $ ( 856 ) $ —

10 unchanged sentences

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

The following is a summary of the net carrying amount, unrealized gains, unrealized losses, and fair value of held-to-maturity securities by type and contractual maturity as of June 30, 2024 and 2023.

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.

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

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

June 30, 2024

1 unchanged sentence

Due within one year or less:

Commercial paper $ 15,982 $ ( 10 ) $ 15,972

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

government securities 3,000 ( 4 ) 2,996

Total due within one year or less 38,540 ( 269 ) 38,271

Due between one and two years:

Corporate debt securities 1,498 ( 35 ) 1,463

government securities 2,999 ( 66 ) 2,933

Total due between one and two years 4,497 ( 101 ) 4,396

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

1 unchanged sentence

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.

Our debt at June 30, 2024 includes variable-rate debt instruments indexed to Term SOFR and Euribor that reset periodically, as well as fixed-rate debt instruments.

Our debt at June 30, 2025 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.

4 unchanged sentences

If a derivative is designated as a cash flow hedge or net investment hedge, then the change in the fair value of the derivative is recorded in accumulated other comprehensive loss and subsequently reclassified into earnings in the period the hedged forecasted transaction affects earnings.

We have designated one intercompany loan as a net investment hedge, and any unrealized currency gains and losses on the loan are recorded in accumulated other comprehensive loss.

We previously had designated an intercompany loan as a net investment hedge, and any unrealized currency gains and losses on the loan are recorded in accumulated other comprehensive loss.

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 income, net.

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.

Hedges of Interest Rate Risk

We enter into interest rate swap contracts to manage variability in the amount of our known or expected cash payments related to a portion of our debt.

Our objective in using interest rate swaps is to add stability to interest expense and to manage our exposure to interest rate movements.

Our objective in using interest rate swaps is to add stability to interest expense and manage our exposure to interest rate movements.

We designate our interest rate swaps as cash flow hedges.

3 unchanged sentences

As of June 30, 2025, we estimate that $ 3,084 of income will be reclassified from accumulated other comprehensive loss to interest expense, net during the twelve months ending June 30, 2026.

As of June 30, 2024, we had ten effective outstanding interest rate swap contracts that were indexed to Term or Daily SOFR.

As of June 30, 2025, we had eight 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.

8 unchanged sentences

Cross-Currency Swap Contracts

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

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

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.

2 unchanged sentences

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, 2024, we had one outstanding cross-currency swap contract designated as a net investment hedge with a total notional amount of $ 264,851 , maturing during June 2028.

As of June 30, 2025, 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.

We entered into the cross-currency swap contract to hedge the risk of changes in the U.S.

1 unchanged sentence

Amounts reported in accumulated other comprehensive loss are recognized as a component of our cumulative translation adjustment.

Cross-currency swap contracts designated as cash flow hedges are executed to mitigate our currency exposure to the interest receipts as well as the principal remeasurement and repayment associated with certain intercompany loans denominated in a currency other than our reporting currency, the U.S.

We did not have any outstanding cross-currency swap contracts designated as cash flow hedges as of June 30, 2024.

Other Currency Hedges

2 unchanged sentences

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

Amounts reported in accumulated other comprehensive loss are recognized as a component of our cumulative translation adjustment.

As of June 30, 2024, we have one intercompany loan designated as a net investment hedge with a total notional amount of $ 49,723 that matures in May 2028.

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, 2024, 2023, and 2022, we experienced volatility within other 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, 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.

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

Additionally, since our hedging objectives may be targeted at non-GAAP financial metrics that exclude non-cash items such as depreciation and amortization, we may experience increased, not decreased, volatility in our GAAP results as a result of our currency hedging program.

Additionally, since our hedging objectives may be targeted at non-GAAP financial metrics that exclude non-cash items such as depreciation and amortization, we may experience volatility in our GAAP results as a result of our currency hedging program.

In most cases, we enter into these currency derivative contracts, for which we do not apply hedge accounting, in order to address the risk for certain currencies where we have a net exposure to adjusted EBITDA, a non-GAAP financial metric.

13 unchanged sentences

Balance Sheet line item Gross amounts of recognized assets Gross amount offset in Consolidated Balance Sheet Net amount Balance Sheet line item Gross amounts of recognized liabilities Gross amount offset in Consolidated Balance Sheet Net amount

Derivatives designated as hedging instruments

Derivatives in cash flow hedging relationships

1 unchanged sentence

Derivatives in net investment hedging relationships

Cross-currency swaps Other assets 1,043 — 1,043 Other liabilities — — —

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 )

5 unchanged sentences

Derivatives in cash flow hedging relationships

Interest rate swaps Other assets $ 19,341 $ ( 123 ) $ 19,218 Other liabilities $ — $ — $ —

Cross-currency swaps Other assets — — — Other current liabilities ( 1,777 ) — ( 1,777 )

Interest rate swaps Other current assets / other assets $ 18,830 $ — $ 18,830 Other current liabilities / other liabilities $ — $ — $ —

Derivatives in net investment hedging relationships

Cross-currency swap Other assets 1,043 — 1,043 Other liabilities — — —

Total derivatives designated as hedging instruments $ 19,873 $ — $ 19,873 $ — $ — $ —

8 unchanged sentences

Interest rate swaps $ ( 4,209 ) $ 5,528 $ 11,151

Cross-currency swaps 1,559 ( 1,160 ) ( 22,698 )

Cross-currency swap — 1,559 ( 1,160 )

Derivatives in net investment hedging relationships

Cross-currency swaps ( 27,587 ) — —

Intercompany loan

2 unchanged sentences

Total $ ( 31,329 ) $ 21,761 $ 1,607

________________________

(1) During fiscal year 2024, we identified an immaterial error related to the previously recognized tax effect of this intercompany loan that is designated as a net investment hedge.

This was corrected in the current period resulting in an increase to foreign currency translation gains (losses), net of hedges included as part of comprehensive income (loss) and an offsetting decrease to the related deferred tax liability of $12,702.

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

The following table presents reclassifications out of accumulated other comprehensive loss for the years ended June 30, 2025, 2024, and 2023.

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

3 unchanged sentences

Interest rate swaps $ ( 4,022 ) $ ( 7,730 ) $ ( 4,851 ) Interest expense, net

Cross-currency swaps ( 2,617 ) 903 18,286 Other income, net

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

Income tax 1,752 1,075 ( 2,087 ) Income tax (benefit) expense

Income tax 712 1,752 1,075 Income tax expense (benefit)

Total $ ( 3,310 ) $ ( 8,595 ) $ ( 2,873 )

The following table presents the adjustment to fair value recorded within the consolidated statements of operations for the years ended June 30, 2025, 2024, and 2023 for derivative instruments for which we did not elect hedge accounting.

Amount of Gain (Loss) Recognized in Net Income (Loss)

Amount of (Loss) Gain Recognized in Net Income

Affected line item in the

2 unchanged sentences

2025 2024 2023

Currency contracts $ 3,915 $ 3,311 $ 51,784 Other income, net

Interest rate swaps — — 6,364 Other income, net

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

Total $ ( 35,027 ) $ 3,915 $ 3,311

1 unchanged sentence

The following table presents a roll forward of amounts recognized in accumulated other comprehensive loss by component, net of tax of $( 197 ), $( 10,985 ), and $ 4,013 for the years ended June 30, 2025, 2024, and 2023, respectively.

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

Balance as of June 30, 2022 $ 5,179 $ ( 86 ) $ ( 52,221 ) $ ( 47,128 )

4 unchanged sentences

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 )

Net current period other comprehensive income (loss) 7,118 ( 270 ) 5,220 12,068

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

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

Balance as of June 30, 2024 10,789 ( 706 ) ( 40,447 ) ( 30,364 )

12,297 ( 356 ) ( 47,001 ) ( 35,060 )

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

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

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

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

( 1,508 ) ( 350 ) 6,554 4,696

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

________________________

(1) (Losses) gains on cash flow hedges include our interest rate swap and cross-currency swap contracts designated in cash flow hedging relationships.

(1) Gains (losses) on cash flow hedges include our interest rate swap and cross-currency swap contracts designated in cash flow hedging relationships.

(2) As of June 30, 2025 and 2024, the translation adjustment is inclusive of both realized and unrealized effects of our net investment hedges.

Gains on currency forward and swap contracts, net of tax, of $ 15,042 and $ 15,079 have been included in accumulated other comprehensive loss as of June 30, 2024 and 2023, respectively.

(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.

16 unchanged sentences

Depreciation expense, inclusive of assets under finance leases, totaled $ 61,890 , $ 59,373 , and $ 59,841 for the years ended June 30, 2025, 2024, and 2023, respectively.

Business Combinations

There were no material acquisitions during the years ended June 30, 2024 and 2023.

Fiscal Year 2022 Acquisitions

On October 1, 2021, we acquired Depositphotos Inc.

and its subsidiaries ("Depositphotos"), a global creative platform for digital design.

We acquired all outstanding shares of the company for a purchase price of $ 84,900 , which included a post-closing adjustment based on acquired cash, debt, and working capital as of the closing date.

We paid $ 76,119 in cash at closing, and the remaining purchase consideration, including the post-closing adjustment but net of any indemnifiable losses recoverable against the deferred amount.

The deferred payments were made in two installments, including the payment of $ 609 during fiscal year 2022 and a final deferred payment of $ 6,875 that was made during fiscal year 2023.

The table below details the consideration transferred to acquire Depositphotos:

Cash consideration (paid at closing) $ 76,119

Deferred payment 8,781

Total purchase price $ 84,900

We recognized the assets and liabilities on the basis of their fair values at the date of the acquisition with any excess of the purchase price paid over the fair value of the net assets recorded as goodwill, which is primarily attributable to the synergies that we expect to achieve through the acquisition.

The goodwill balance has been attributed to the Vista reporting unit and none of the goodwill balance is deductible for tax purposes.

Additionally, we identified and valued Depositphotos intangible assets, which include its trade name, customer relationships,

owned content, and developed technology.

The fair value of the assets acquired and liabilities assumed was:

Amount Weighted Average Useful Life in Years

Tangible assets acquired and liabilities assumed:

Cash and cash equivalents $ 7,173 n/a

Accounts receivable, net 329 n/a

Prepaid expenses and other current assets 448 n/a

Property, plant and equipment, net 611 n/a

Operating lease assets, net 383 n/a

Other assets 324 n/a

Accounts payable ( 843 ) n/a

Accrued expenses ( 5,009 ) n/a

Deferred revenue ( 10,999 ) n/a

Operating lease liabilities, current ( 152 ) n/a

Deferred tax liabilities ( 4,402 ) n/a

Operating lease liabilities, non-current ( 231 ) n/a

Identifiable intangible assets:

Customer relationships 11,600 4 years

Trade name 2,500 10 years

Developed technology 2,300 2 years

Owned content 7,700 10 years

Goodwill 73,168 n/a

Total purchase price $ 84,900 n/a

Depositphotos has been included in our consolidated financial statements starting on its acquisition date.

The revenue and earnings of Depositphotos included in our consolidated financial statements for the year ended June 30, 2022 are not material, and therefore no proforma financial information is presented.

We used our cash on hand to fund the acquisition.

In connection with the acquisition, we incurred $ 887 in general and administrative expenses, as part of our central and corporate costs during the year ended June 30, 2022, primarily related to legal, financial, and other professional services.

The carrying amount of goodwill by reportable segment as of June 30, 2025 and 2024 was as follows:

2 unchanged sentences

Acquisitions (1) — 2,701 — — 2,701

Impairment (2) — — — ( 5,609 ) ( 5,609 )

Adjustments — 7,319 — — 7,319

2 unchanged sentences

Acquisitions (1) — 1,121 — — 1,121

Adjustments (4) — 7,319 — — 7,319

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

1 unchanged sentence

________________________

(1) In fiscal years 2024 and 2023, we acquired two immaterial businesses that are included in our PrintBrothers reportable segment, which resulted in the recognition of goodwill of $$ 2,701 and $ 4,724 , respectively.

(2) During fiscal year 2023, we recorded an impairment charge of $ 5,609 , related to one of our small reporting units acquired in fiscal year 2021 that is part of our All Other Businesses reportable segment.

(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.

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

(4) 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 current period resulting in an increase to goodwill and noncontrolling interest of $ 7,319 .

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

Refer to Note 14 for additional information.

Annual Impairment Review

3 unchanged sentences

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.

After performing this qualitative assessment, we determined that there was no indication the carrying values for six of these reporting units exceeded their respective fair values.

For each of the two remaining reporting units, we performed a quantitative goodwill impairment test that compared the estimated fair value to carrying value.

After performing this qualitative assessment, we determined that there was no indication the carrying values for any of these reporting units exceeded their respective fair values.

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.

Fiscal year 2024

For our annual goodwill impairment test date of May 31, 2024, after performing the initial qualitative assessment, we determined that there was no indication the carrying values for six of our eight reporting units exceeded their respective fair values.

For the two remaining reporting units, which included Exaprint, which is part of The Print Group reportable segment, and BuildASign, which is included in the All Other Businesses reportable segment, we performed a quantitative goodwill impairment test that compared the estimated fair value to carrying value.

We used the income approach, specifically the discounted cash flow method, to derive the fair value.

This approach calculates fair value by estimating the after-tax cash flows attributable to a reporting unit and then discounting the after-tax cash flows to a present value using a risk-adjusted discount rate.

We selected this method as being the most meaningful in preparing our goodwill assessment as we believe the income approach most appropriately measures our income-producing assets.

We considered using the market approach, but concluded it was not appropriate in valuing these particular reporting units given the lack of relevant market comparisons available.

The discount rate used in the fair value analysis is based on a weighted average cost of capital (“WACC”), which represents the average rate a business must pay its providers of debt and equity, plus a risk premium.

As required, prior to performing the quantitative goodwill impairment test for the two reporting units mentioned above, we first evaluated the recoverability of long-lived assets and concluded that no impairment of long-lived assets existed.

The quantitative tests were performed for Exaprint, which is part of The Print Group reportable segment, and BuildASign, which is included in the All Other Businesses reportable segment.

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.

There were no events that caused us to update our annual impairment test.

Fiscal year 2023

For our annual goodwill impairment test date of May 31, 2023, we determined that there was no indication the carrying values for nine of our ten reporting units exceeded their respective fair values.

For the one remaining reporting unit, which is included in our All Other Businesses reportable segment, we concluded that an impairment existed, driven in part by recent declines in revenue growth rates and lower near-term cash flow forecasts.

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.

21 unchanged sentences

Advertising costs 25,428 23,524

23,524 16,548

Third-party manufacturing and digital content costs 20,018 17,608

1 unchanged sentence

Variable compensation incentives 12,416 9,263

Sales returns

Interest payable 12,346 3,658

Sales returns

Professional fees 3,061 2,596

2 unchanged sentences

Total accrued expenses $ 304,085 $ 245,931

______________________

(1) The increase in advertising accrued expenses is due in part to the timing of invoice receipts that has resulted in higher accruals at June 30, 2024 as compared to accounts payable at June 30, 2023.

Other current liabilities included the following:

June 30, 2025 June 30, 2024

Current portion of finance lease obligations $ 8,323 $ 9,938

Short-term derivative liabilities (1) 20,969 4,833

Mandatorily redeemable noncontrolling interest (2) $ 10,673 $ —

Current portion of finance lease obligations 9,121 8,323

Other 2,580 ( 20 )

2 unchanged sentences

June 30, 2025 June 30, 2024

Long-term derivative liabilities (1) 52,089 584

Long-term finance lease obligations $ 24,501 $ 28,037

1 unchanged sentence

Mandatorily redeemable noncontrolling interest (2) — 9,608

Long-term derivative liabilities 584 1,737

Other 13,737 20,949

Total other liabilities $ 107,246 $ 76,305

________________________

(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.

June 30, 2025 June 30, 2024

7.375% Senior Notes due 2032 (1) $ 525,000 $ —

7.0% Senior Notes due 2026 (1)

Senior secured credit facility 1,072,818 1,084,627

5 unchanged sentences

_____________________

(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.

(2) Balances as of June 30, 2025 and June 30, 2024 are inclusive of short-term debt issuance costs, debt premiums and discounts of $ 4,895 and $ 3,492 , respectively.

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

As of June 30, 2024, we were in compliance with all covenants in our debt contracts, including those under our Restated Credit Agreement and the indenture governing our 2026 Notes.

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.

Senior Secured Credit Facility

On May 15, 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 a tranche denominated in Euros ("Euro Tranche").

The amendment refinanced the entire USD Tranche and the majority of the Euro Tranche as follows:

• reduced the interest rate margin of the USD Tranche by 50 basis points, from Term SOFR plus 3.50 % to Term SOFR plus 3.00 %, and eliminated the credit spread adjustment for the USD Tranche, which was previously approximately 11 basis points, and

• increased the size of the new USD Tranche by $ 264,361 , the proceeds of which were used to prepay € 245,346 of the aggregate principal amount of the Euro Tranche.

After these changes, our Term Loan B consists of a USD Tranche with an aggregate principal amount of $ 1,037,498 and a Euro Tranche with an aggregate principal amount of € 46,404 .

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.

As a result of this refinancing transaction, we recognized a loss on extinguishment of debt amounting to $ 2,387 , which consisted of a $ 2,236 non-cash write-off of unamortized debt discount and deferred financing fees associated with prepaying the Euro Tranche as well as an immaterial amount of third-party legal fees that were associated with the modification of our debt and were expensed as incurred.

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

Our Restated Credit Agreement consists of the following as of June 30, 2025:

• a $ 1,034,904 USD Tranche that bears interest at Term SOFR (with a Term SOFR rate floor of 0.50 %) plus 3.00 %,

• a € 46,404 (U.S.

dollar equivalent of $ 49,723 ) Euro Tranche that currently bears interest at EURIBOR (with a EURIBOR floor of 0 %) plus 3.50 %, and

• a $ 250,000 senior secured revolving credit facility with a maturity date of May 17, 2026 (the “Revolving Credit Facility”), with no outstanding borrowings for any periods presented.

◦ Borrowings under the Revolving Credit Facility bear interest at Term SOFR plus the Term SOFR Adjustment as defined by our Restated Credit Agreement (with an Adjusted Term SOFR rate floor of 0 %) plus 2.50 % to 3.00 % depending on the Company’s First Lien Leverage Ratio, a net leverage calculation, as defined in the Restated Credit Agreement.

• 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.

◦ 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.

The Restated Credit Agreement contains covenants that restrict or limit certain activities and transactions by Cimpress and our subsidiaries, including, but not limited to, the incurrence of additional indebtedness and liens;

2 unchanged sentences

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 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 .

As of June 30, 2025, the weighted-average interest rate on outstanding borrowings under the Restated Credit Agreement was 6.43 %, inclusive of interest rate swap rates.

We are also required to pay a commitment fee for our Revolving Credit Facility on unused balances of 0.30 % to 0.45 % depending on our First Lien Leverage Ratio.

We have pledged the assets and/or share capital of a number of our subsidiaries as collateral for our debt.

Senior Unsecured Notes

As of June 30, 2024, we have $ 522,135 in aggregate principal outstanding of our 2026 Notes, which are unsecured.

We can redeem some or all of the 2026 Notes at the redemption prices specified in the indenture that governs the 2026 Notes, plus accrued and unpaid interest to, but not including, the redemption date.

During the year ended June 30, 2024, we purchased an aggregate principal amount of $ 26,165 for a purchase price of $ 24,471 , as well as the related settlement of unpaid interest, and we recognized gains on the extinguishment of debt of $ 1,721 .

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.

1 unchanged sentence

Shareholders' Deficit

In conjunction with our issuance of our 12% Senior Secured Notes due 2025 in fiscal year 2020, which we subsequently redeemed in fiscal year 2021, we also issued 7-year warrants to purchase 1,055,377 ordinary shares of Cimpress, representing approximately 3.875 % of our outstanding diluted ordinary shares at the time of issuance.

In fiscal year 2020, in conjunction with our issuance of our 12% Senior Secured Notes due 2025, which we subsequently redeemed in fiscal year 2021, we also issued 7-year warrants to purchase 1,055,377 ordinary shares of Cimpress, representing approximately 3.875 % of our outstanding diluted ordinary shares at the time of issuance.

The warrants, which currently remain outstanding, are accounted for as equity, as they are redeemable only in our own shares, with an exercise price of $ 60 per share.

1 unchanged sentence

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 be being accounted for as an equity instrument recorded in additional paid in capital, was included as a discount to the 12% Senior Secured Notes.

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

On November 25, 2020, our shareholders approved our 2020 Equity Incentive Plan, or the 2020 Plan.

Upon approval, we ceased granting any new awards under any of our prior equity plans that had shares available for future grant, consisting of our 2016 Performance Equity Plan, 2011 Equity Incentive Plan, and 2005 Non-Employee Directors' Share Option Plan, and we now grant all equity awards under the 2020 Plan.

The maximum number of ordinary shares to be issued under the 2020 Plan is 5,500,000 plus an additional number of ordinary shares equal to the number of PSUs currently outstanding under the 2016 Performance Equity Plan that expire, terminate or are otherwise surrendered, canceled, or forfeited.

On November 25, 2020, our shareholders approved our 2020 Equity Incentive Plan (the "2020 Plan").

Upon approval, we ceased granting new awards under any of our prior equity plans – the 2016 Performance Equity Plan, 2011 Equity Incentive Plan, and 2005 Non-Employee Directors' Share Option Plan, and we now grant all equity awards under the 2020 Plan.

Some awards previously granted under the former plans remain outstanding and are governed by their original terms.

The 2020 Plan allows us to grant share options, share appreciation rights, restricted shares, restricted share units, other share-based awards, and dividend equivalent rights to our employees, officers, non-employee directors, consultants, and advisors.

Our 2016 Performance Equity Plan previously allowed us to grant PSUs to our employees, officers, non-employee directors, consultants, and advisors.

The 2011 Equity Incentive Plan previously allowed us to grant share options, share appreciation rights, restricted shares, restricted share units and other awards based on our ordinary shares to our employees, officers, non-employee directors, consultants, and advisors.

Our 2005 Non-Employee Directors’ Share Option Plan previously allowed us to grant share options to our non-employee directors upon initial appointment as a director and annually thereafter in connection with our annual general meeting of shareholders if they continued to serve as a director at such time.

The maximum number of ordinary shares authorized for issuance under the 2020 Plan is 7,500,000 , plus an additional number of shares equal to the number of PSUs outstanding under the 2016 Performance Equity Plan that expire, terminate, or are otherwise surrendered, canceled, or forfeited.

As of June 30, 2025, 2,211,747 ordinary shares were available for future awards under our 2020 Plan.

For PSUs, we assumed that we would issue the maximum potential ordinary shares based on the terms described below.

For PSUs where the performance condition has not been completed, we assumed that we would issue the maximum potential ordinary shares based on the terms described below.

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 "2025 PSUs") as part of our long-term incentive program.

1 unchanged sentence

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.

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

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.

For all other outstanding PSUs, these awards 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 2024 to our Chief Executive Officer and Board of Directors are assessed 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 2024 (other than to the CEO and Board) will be assessed annually in years 4 - 8 following the grant date.

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.

A summary of our PSU activity and related information for the fiscal year ended June 30, 2025 is as follows:

10 unchanged sentences

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

however, it is possible that a portion or all of these PSUs granted before fiscal year 2024 will not achieve the associated performance condition.

As of June 30, 2024, the number of shares subject to PSUs included in the table above assumes the issuance of one share for each PSU, but based on actual performance that amount delivered can range from zero shares to a maximum of 4,356,251 shares.

however, it is possible that a portion or all of these PSUs granted before fiscal year 2024 will not achieve the associated market condition.

As of June 30, 2025, the number of shares subject to PSUs included in the table above assumes the issuance of one share for each PSU, but based on the terms of each program as described above, the actual issuance of shares could range from a minimum of 685,084 shares to a maximum of 4,623,522 shares.

Restricted share units

13 unchanged sentences

Share options

We have granted options to purchase ordinary shares at prices that are at least equal to the fair market value of the shares on the date the option is granted and that generally vest over 4 years with a contractual term of ten years.

The fair value of each option award subject only to service period vesting is estimated on the date of grant using the Black-Scholes option pricing model.

4 unchanged sentences

Treasury yield curve with a maturity equal to the expected life assumed at the grant date.

We value share options with a market condition using a lattice model with compensation expense recorded on an accelerated basis over the requisite service period.

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

16 unchanged sentences

The intrinsic value in the table above represents the total pre-tax amount, net of exercise price, which would have been received if all option holders exercised in-the-money options on June 30, 2025 .

The total intrinsic value of options exercised during the fiscal years ended June 30, 2024 and 2023 was $ 1,816 and $ 41 , respectively, while no options were exercised during the fiscal year ended June 30, 2022.

The total intrinsic value of options exercised during the fiscal years ended June 30, 2025, 2024, and 2023 was $ 1,318 , $ 1,816 and $ 41 , respectively.

Share-based compensation

1 unchanged sentence

Share-based compensation costs capitalized as part of software and website development costs were $ 3,808 , $ 3,160 , and $ 1,879 for the years ended June 30, 2025, 2024, and 2023, 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, 2025, 2024, and 2023, tax benefit (expense) related to awards vested or exercised was $ 426 , $ 1,190 , and ($ 2,514 ), respectively.

As of June 30, 2025, there was $ 68,370 of total unrecognized compensation cost related to non-vested, share-based compensation arrangements.

3 unchanged sentences

The shares were immediately retired after repurchase and therefore have been classified as authorized and unissued shares as of June 30, 2025.

The retirement of the repurchased ordinary shares resulted in the reduction in ordinary shares of $ 19 , as well as a reduction to additional paid in capital and retained earnings of $ 21,890 and $ 135,073 , respectively.

The retirement of the repurchased ordinary shares resulted in a reduction in ordinary shares of $ 13 , as well as a reduction to additional paid in capital and retained earnings of $ 16,608 and $ 61,154 , respectively.

Employees' Savings Plans

8 unchanged sentences

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

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

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.

4 unchanged sentences

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 2024, 2023, and 2022 we recognized expense totaling $ 438 , $ 282 , and $ 537 , respectively, related to our Swiss plan.

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

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

36 unchanged sentences

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

Irish tax restructuring — — ( 13.4 )

global intangible low-taxed income (GILTI) 0.1 — 10.2

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

7 unchanged sentences

Changes to derivative instruments ( 4.0 ) ( 2.1 ) 3.1

Capital loss carryforward expirations 3.9 — —

Non-deductible intercompany debt forgiveness 2.2 — —

Other 6.5 0.1 0.9

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

For the year ended June 30, 2024, our effective tax rate was below our U.S.

federal statutory tax rate primarily due to the partial release of the valuation allowance on Swiss deferred tax assets of $ 105,765 related to Swiss tax reform benefits recognized in fiscal year 2020 and Swiss tax loss carryforwards.

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.

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.

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.

1 unchanged sentence

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

The applicable tax rates in these jurisdictions range from 11 % to 30 %.

The applicable tax rates in these

jurisdictions range from 12.5 % to 30 %.

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

2 unchanged sentences

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 pre-tax income for the year ended June 30, 2024 as compared to a pre-tax loss for the year ended June 30, 2023.

During the year ended June 30, 2024 we recognized a tax benefit of $ 105,765 on the partial release of the valuation allowance in Switzerland as compared to tax expense of $ 116,694 in the year ended June 30, 2023 to increase the valuation allowance in Switzerland.

Our fiscal year 2023 effective tax rate was lower than fiscal year 2022 primarily due to increasing the valuation allowance in Switzerland year over year.

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.

Significant components of our deferred income tax assets and liabilities consisted of the following at June 30, 2025 and 2024:

9 unchanged sentences

61,626 69,644

Derivative financial instruments 10,603 —

Internal Revenue Code Section 174 capitalization

14 unchanged sentences

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.

The decrease in the valuation allowance from the prior year relates primarily to the partial release of the Swiss valuation allowance offset by increased Irish foreign tax credit carryforwards of $ 23,939 and tax-effected interest limitation carryforwards of $ 10,239 in various jurisdictions, neither of which expire, but for which management has determined it is more likely than not that these will not be utilized.

We have recorded a partial valuation allowance of $ 46,270 against the Swiss tax-amortizable goodwill deferred tax assets, which we can only benefit from during calendar year 2025 through calendar year 2029 under our Swiss tax ruling.

In addition, we have recorded valuation allowances of $ 52,596 , $ 28,727 , $ 5,173 , and $ 17,053 against deferred tax assets related to net operating losses in certain jurisdictions (mainly Australia, Brazil, Cyprus, France, Ireland, Japan, the Netherlands, and the United Kingdom), U.S.

research and development credits, U.S.

capital loss carryforwards, and U.S.

share-based compensation, respectively, for which management has determined that it is more likely than not that these will not be realized.

Based on the weight of available evidence at June 30, 2024, management believes that it is more likely than not that all other net deferred tax assets will be realized in the foreseeable future.

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.

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.

We will continue to assess the realization of the deferred tax assets based on operating results on a quarterly basis.

5 unchanged sentences

_________________

(1) Amount is primarily related to the partial release of the Swiss valuation allowance, offset by increased Irish foreign tax credits and tax-effected interest limitation carryforwards.

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

net operating losses due to currency exchange rate changes and unrealized gains on derivative financial instruments included in accumulated other comprehensive loss.

As of June 30, 2024, we had gross apportioned state net operating losses of $ 29,650 , that expire on various dates from fiscal year 2025 through fiscal year 2044 or with unlimited carryforward.

We also had gross non-U.S.

net operating loss and capital loss carryforwards of $ 392,314 , a significant amount of which begin to expire in fiscal year 2025, with the remaining amounts expiring on various dates through fiscal year 2035 or having unlimited carryforward.

(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.

As of June 30, 2025, 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.

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

net operating loss carryforwards of $ 57,873 , with amounts expiring on various dates through fiscal year 2035 or having unlimited carryforward.

In addition, we had $ 29,165 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.

We also had $ 22,778 and $ 6,841 of U.S.

federal and apportioned U.S.

state capital loss carryforwards, respectively, that expire in fiscal years 2025 through 2027.

Lastly, we had $ 31,339 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:

45 unchanged sentences

These noncontrolling interests span multiple businesses and reportable segments.

PrintBrothers

Members of the PrintBrothers management team hold minority equity interests in several businesses within the reportable segment.

During fiscal year 2023, put options were exercised by the minority interest holders for a portion of their equity interests that required us to purchase 10% to 11% in three of the respective businesses for a total of $ 90,841 .

The exercise of the put options triggered a mandatory redemption feature for the remaining minority equity interests, which requires the purchase of the remaining 1% equity interests on the third anniversary of the put option exercise, absent the earlier exercise of a call option on the first or second anniversaries by Cimpress.

The remaining noncontrolling interests are mandatorily redeemable, which required the reclassification of the remaining equity interests to a liability, which was presented in other liabilities within our consolidated balance sheet.

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

1 unchanged sentence

Balance as of June 30, 2023 $ 10,893 $ 459

Acquisition of noncontrolling interest — 365

Accretion to redemption value (1) ( 7,236 ) —

Accretion to redemption value recognized in retained earnings (1) 1,124 —

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

Net income attributable to noncontrolling interests 1,035 184

1 unchanged sentence

Purchase of noncontrolling interest ( 65 ) —

Reclassification to mandatorily redeemable noncontrolling interest (3) ( 9,582 ) —

Other adjustments (2) 7,319 —

Foreign currency translation ( 15 ) ( 9 )

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

Acquisition of noncontrolling interest (3) 866 —

Accretion to redemption value recognized in retained earnings (1) 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 (2) ( 200 ) —

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

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

Other adjustments (4) 7,319 —

Foreign currency translation 574 89

4 unchanged sentences

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

(2) Distributions to noncontrolling interests include contractually required profit sharing payments made annually to the minority interest holders in one of the PrintBrothers businesses.

The distributions were lower in fiscal year 2024, as compared to fiscal year 2023, due to the lower outstanding minority equity interest in our Printbrothers business.

(3) We purchased 10% to 11% of the equity interests in three PrintBrothers businesses during fiscal year 2023, as well as the 1% minority interest in our BuildASign business.

Additionally, the minority equity interest holders of three PrintBrothers businesses exercised a put option that triggered a mandatory redemption feature for the remaining minority equity interests.

The remaining minority equity interests were reclassified to mandatorily redeemable noncontrolling interests as part of other liabilities within the consolidated balance sheets.

(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 current period resulting in an increase to redeemable noncontrolling interests of $ 7,319 .

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.

Segment Information

Our operating segments are based upon the manner in which our operations are managed and the availability of separate financial information reported internally to the Chief Executive Officer, who is our Chief Operating Decision Maker (“CODM”) for purposes of making decisions about how to allocate resources and assess performance.

Our CODM manages our business primarily by reviewing consolidated results by segment as part of the quarterly reporting process using EBITDA to assess performance and allocate resources to our segments.

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

• Vista - Vista is the parent brand of multiple offerings including VistaPrint, VistaCreate, 99designs by Vista, Vista Corporate Solutions, and Depositphotos, which together represent a full-service design, digital, and print solution.

• 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.

• 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.

• National Pen - Includes the global operations of our National Pen business, which manufactures and markets custom writing instruments and promotional products, apparel and gifts.

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.

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

The pens.com branded business sells through their ecommerce site and is supported by digital

marketing methods as well as direct mail and telesales.

National Pen focuses on customized writing instruments and promotional products, apparel, and gifts for small- and medium-sized businesses.

• All Other Businesses - Includes two businesses grouped together based on materiality.

◦ BuildASign is a provider of canvas-print wall décor, business signage and other large-format printed products.

◦ Printi, a smaller business that we continue to manage at a relatively modest operating loss, is an online printing leader in Brazil.

◦ 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.

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.

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.

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

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

4 unchanged sentences

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

In order to ensure comparability in measuring our businesses' results, we allocate the straight-line portion of the fixed grant value of PSU awards to our businesses.

The expense value for some of our PSU awards is based on a Monte Carlo fair value analysis, while others include a performance condition that influence the amount and timing of expense recognized for the related PSU award.

The difference between the straight-line portion of the fixed grant value and the expense recognized (as a result of the fair value measurement, the related performance condition and the accelerated expense profile of the awards) is recognized within central and corporate costs.

The expense value of our PSU awards is based on fair value and is required to be expensed on an accelerated basis.

In order to ensure comparability in measuring our businesses' results, we allocate the straight-line portion of the fixed grant value to our businesses.

Any expense in excess of this amount as a result of the fair value measurement of the PSUs and the accelerated expense profile of the awards is recognized within central and corporate costs.

Our definition of segment EBITDA is GAAP operating income excluding certain items, such as depreciation and amortization, expense recognized for contingent earn-out related charges including the changes in fair value of contingent consideration and compensation expense related to cash-based earn-out mechanisms dependent upon continued employment, share-based compensation related to investment consideration, certain impairment expense, and restructuring charges.

2 unchanged sentences

Our balance sheet information is not presented to the CODM on an allocated basis, and therefore we do not present asset information by segment.

We do present other segment information to the CODM, which includes purchases of property, plant and equipment and capitalization of software and website development costs, and therefore include that information in the tables below.

We do regularly present to the CODM the purchases of property, plant and equipment and capitalization of software and website development costs, and therefore include that information in the tables below.

Revenue by segment is based on the business-specific websites or sales channel through which the customer’s order was transacted.

42 unchanged sentences

Total external revenue $ 1,612,310 $ 576,719 $ 337,012 $ 346,469 $ 207,117 $ 3,079,627

The following table includes segment EBITDA by reportable segment, total income from operations, and total (loss) income before income taxes.

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, 2025, 2024, and 2023.

Total segment EBITDA shown in the tables below is prior to inter-segment eliminations.

Refer to the subsequent table for a reconciliation of total segment EBITDA to income from operations and income (loss) before income taxes.

Year Ended June 30, 2025

Vista PrintBrothers The Print Group National Pen All Other

Total segment revenue $ 1,824,271 $ 669,151 $ 378,075 $ 406,764 $ 227,363

Cost of revenue 818,427 475,683 235,000 199,343 131,056

Segment gross profit 1,005,844 193,468 143,075 207,421 96,307

Advertising expenses 278,255 25,498 28,174 75,012 39,404

Other operating expenses (1) 439,834 97,684 63,015 116,536 56,076

Depreciation and amortization 53,194 13,228 20,251 12,662 18,663

Other segment items (2) 6,744 ( 163 ) ( 1,066 ) 2,898 2,393

Segment EBITDA (3)

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

Year Ended June 30, 2024

Vista PrintBrothers The Print Group National Pen All Other

Total segment revenue

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

Cost of revenue

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

Segment gross profit

989,381 187,560 132,010 206,585 93,990

Advertising expenses

271,126 18,759 27,816 78,212 40,582

Other operating expenses (1)

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

Depreciation and amortization

54,182 15,164 23,406 16,560 18,376

Other segment items (2)

655 ( 26 ) ( 885 ) 553 1,193

Segment EBITDA (3)

Vista $ 328,472 $ 224,081 $ 195,321

PrintBrothers 89,876 70,866 66,774

The Print Group 70,571 60,089 58,664

National Pen 31,917 23,714 26,845

All Other Businesses 25,195 25,215 23,227

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

Year Ended June 30, 2023

Vista PrintBrothers The Print Group National Pen All Other

Total segment revenue

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

Cost of revenue

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

Segment gross profit

889,959 152,794 119,274 191,681 94,266

Advertising expenses

262,496 15,294 25,742 76,526 37,829

Other operating expenses (1)

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

Depreciation and amortization

58,464 18,135 22,810 21,366 17,694

Other segment items (2)

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

Segment EBITDA (3)

$ 237,828 $ 71,658 $ 56,089 $ 23,223 $ 23,830

_____________________

(1) 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.

(2) Other segment items primarily includes certain items excluded from our definition of segment EBITDA, which includes expense recognized for contingent earn-out related charges including the changes in fair value of contingent consideration and compensation expense related to cash-based earn-out mechanisms dependent upon continued employment, share-based compensation related to investment consideration, certain impairment expense, and restructuring charges.

(3) For the years ended June 30, 2025, 2024, and 2023 total segment EBITDA was $ 555,431 , $ 558,369 and $ 412,628 respectively.

In addition to the adjustments described above as part of other segment items, total segment EBITDA excludes the impact of central and corporate costs which is not considered a reportable segment, as well as the elimination of inter-segment transactions which are included in the reconciliation to income (loss) before income taxes as outlined below.

The following table includes a reconciliation of total segment EBITDA to income from operations and income (loss) before income taxes:

Year Ended June 30,

2025 2024 2023

Total Segment EBITDA

$ 555,431 $ 558,369 $ 412,628

Central and corporate costs

( 148,292 ) ( 145,339 ) ( 133,539 )

Elimination (1) ( 28,857 ) ( 12,338 ) ( 8,663 )

Depreciation and amortization (2) ( 141,131 ) ( 151,764 ) ( 162,428 )

Certain impairments and other adjustments ( 1,154 ) ( 6,932 ) 9,709

Certain impairment and other adjustments

( 5,353 ) ( 1,154 ) ( 6,932 )

Restructuring-related charges

( 5,528 ) ( 423 ) ( 43,757 )

Total income from operations

Other income, net 1,583 18,498 61,463

226,270 247,351 57,309

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

Interest Expense, net

(Gain) loss on early extinguishment of debt

( 115,231 ) ( 119,822 ) ( 112,793 )

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

Income (loss) before income taxes

Year Ended June 30,

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

Depreciation and amortization:

Vista $ 54,182 $ 58,464 $ 65,489

PrintBrothers 15,164 18,135 20,790

The Print Group 23,406 22,810 25,657

National Pen 16,560 21,366 24,261

All Other Businesses 18,376 17,694 18,536

Central and corporate costs 24,076 23,959 20,948

Total depreciation and amortization $ 151,764 $ 162,428 $ 175,681

(1) Includes the elimination of inter-segment profit that relates to cross-Cimpress transactions, in which the merchant business is cross charged the actual cost of fulfillment and the fulfiller business receives a markup on the cost to fulfill the related orders.

These inter-segment profits are eliminated at a consolidated level.

Refer to the discussion above for additional details related to the method for which one Cimpress business chooses to buy and sell to another Cimpress business.

(2) For the years ended June 30, 2025, 2024, and 2023, depreciation and amortization includes costs within our central and corporate costs of $ 23,132 , $ 24,067 , and $ 23,957 , respectively.

Year Ended June 30,

47 unchanged sentences

Australia 23,915 22,131

Jamaica (2) 3,782 17,834

Other 112,586 94,162

1 unchanged sentence

___________________

(1) Excludes goodwill of $ 787,138 and 781,541 , intangible assets, net of $ 76,560 and 109,196 , deferred tax assets of $ 95,059 and 12,740 , and marketable securities, non-current of $ 0 and 4,497 as of June 30, 2024 and June 30, 2023, respectively.

(2) The decrease in Jamaica's long-lived assets is due to the sale of an owned customer service facility during fiscal year 2024.

(1) Excludes goodwill of $ 826,156 and 787,138 , intangible assets, net of $ 58,348 and 76,560 , and deferred tax assets of $ 61,086 and 95,059 as of June 30, 2025 and June 30, 2024, respectively.

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 2037.

13 unchanged sentences

Year Ended June 30,

2025 2024 2023

Operating lease expense $ 25,648 $ 25,844 $ 30,240

16 unchanged sentences

Lease liability $ 88,260 $ 33,622 $ 121,882

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.

Year Ended June 30,

Supplemental Cash Flow Information 2025 2024 2023

Cash paid for amounts included in measurement of lease liabilities:

Operating cash flows from operating leases $ 24,956 $ 25,015 $ 31,161

Operating cash flows from finance leases 221 226 205

Financing cash flows from finance leases 7,833 10,140 8,290

Other information about leases is as follows:

6 unchanged sentences

Finance leases 7.49 % 7.04 %

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.

Year Ended June 30,

Supplemental Cash Flow Information 2024 2023

Cash paid for amounts included in measurement of lease liabilities:

Operating cash flows from operating leases $ 25,015 $ 31,161

Operating cash flows from finance leases 226 205

Financing cash flows from finance leases 10,140 8,290

Fiscal Year 2022 Purchase and Sale of a Leased Facility

During fiscal year 2022, we paid $ 27,885 to exercise the purchase option available for a leased facility (which we had previously impaired under our long-lived asset policy), then immediately sold the facility to a separate third party for $ 23,226 .

The purchase option exercise was presented as a financing activity on our consolidated statement of cash flows while the sale of the facility was presented as an investing activity.

We recognized a $ 3,324 gain on the sale within general and administrative expense on our consolidated statement of operations as the sale price exceeded the prior impaired carrying value of the asset.

Commitments and Contingencies

2 unchanged sentences

2028 1,052,077

Thereafter 525,000

Total $ 1,604,513

7 unchanged sentences

The outstanding obligations with our supply chain finance provider that are included in accounts payable in our consolidated balance sheets as of June 30, 2025 and 2024 were $ 64,854 and $ 62,848 , respectively.

The following table presents a rollforward of total outstanding obligations due to suppliers that participate in the supply chain finance program:

Balance at June 30, 2024

Invoices confirmed during the year $ 362,562

Confirmed invoices paid during the year ( 365,079 )

Foreign currency translation 4,523

Balance at June 30, 2025

Purchase Obligations

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

These commitments consist of inventory, third-party fulfillment, and digital services of $ 93,774 ;

third-party cloud services of $ 48,687 ;

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

inventory of $ 78,902 ;

software of $ 37,426 ;

production and computer equipment purchases of $ 5,497 ;

professional and consulting fees of $ 6,342 ;

production and computer equipment purchases of $ 2,939 ;

insurance costs of $ 1,580 ;

and other commitments of $ 2,848 .

4 unchanged sentences

We are not currently party to any material legal proceedings.

Although we cannot predict with certainty the results of litigation and claims to which we may be subject from time to time, we do not expect the resolution of any of our current matters to have a material adverse impact on our consolidated results of operations, cash flows, or

financial position.

For all legal matters, at each reporting period, we evaluate whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies.

4 unchanged sentences

During the years ended June 30, 2025, 2024, and 2023, we recognized restructuring charges of $ 5,528 , $ 423 , and $ 43,757 , respectively.

The restructuring charges recognized in the current period primarily include adjustments made to the previously estimated restructuring expense for prior period actions.

We do not expect any additional material charges for any of the restructuring actions described below.

Fiscal Year 2023

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, we recognized restructuring charges of $ 28,840 and $ 9,645 in our Vista business and central and corporate costs, respectively.

The Vista restructuring charge included $ 5,397 , for the impairment of assets related to our exit from the Japanese market.

We also recognized restructuring charges of $ 1,715 in our National Pen business for the year ended June 30, 2023, which included employee termination benefits for the exit from the Japanese market and to migrate our European production operations from Ireland to the Czech Republic.

Additionally, we recognized restructuring costs of $ 3,556 for the year ended June 30, 2023 in our All Other Businesses reportable segment for the exit from the Chinese market, which included employee termination benefits and the write-off of certain assets.

Fiscal Year 2022

During the year ended June 30, 2022, we recognized restructuring charges of $ 13,603 , primarily due to decisions to reduce costs in certain areas including exiting operations in Japan and China, while also taking additional headcount actions in our Vista business and in our central technology team.

During the year ended June 30, 2022, we recognized restructuring expense related to these actions of $ 7,492 in our Vista reportable segment, $ 1,093 in our All Other Businesses reportable segment, and $ 854 in our central and corporate costs.

Additionally, our National Pen business recognized restructuring expense of $ 4,178 during the year ended June 30, 2022, incurred for both the decision to move its European production operations from Ireland to the Czech Republic and the decision to exit the Japan market.

The remaining $ 14 of benefit to restructuring charges was recognized by The Print Group reportable segment for adjustments to prior period actions' estimated costs.

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.

The following table summarizes the restructuring activity during the years ended June 30, 2025 and 2024.

4 unchanged sentences

Non-cash charges — ( 37 ) ( 37 )

Foreign currency translation 2 — 2

Balance as of June 30, 2024 370 — 370

4 unchanged sentences

Balance as of June 30, 2025 $ 3,090 $ — $ 3,090

________________

(1) During the fiscal year ended June 30, 2023, non-cash restructuring charges primarily includes the loss recorded on assets for our Japan and China exits, and share-based compensation expense upon modification to accelerate the vesting of share-based compensation awards for the actions described above.

Related Party Transaction

On March 3, 2024, we repurchased 300,000 of our outstanding ordinary shares, par value €0.01 per share, from The Spruce House Partnership LLC (“Spruce House”) in a privately negotiated transaction at a price of $ 97.50 per share, representing a discount of $ 2.14 to the closing price of our ordinary shares on March 1, 2024 (the “Transaction”).

Zachary Sternberg, a Managing Member of Spruce House, serves as a member of Cimpress’ Board of Directors and Audit Committee.

In light of the foregoing, the disinterested members of Cimpress’ Audit Committee reviewed the Transaction under our related person transaction policy and considered, among other things, Mr.

Sternberg’s and Spruce House’s interest in the Transaction, the approximate dollar value of the Transaction, and the purpose and the potential benefits to Cimpress of entering into the Transaction.

Based on these considerations, the disinterested members of the Audit Committee concluded that the Transaction was in our best interest.

The Transaction was effected pursuant to the share repurchase program approved by Cimpress’ Board of Directors and announced on January 31, 2024.

Fiscal Year 2025

On November 8, 2024, we repurchased 316,056 of our outstanding ordinary shares, par value € 0.01 per share, from entities affiliated with Prescott General Partners LLC (“Prescott”) in a privately negotiated transaction at a price of $ 79.10 per share, representing a discount of $ 1.78 to the closing price of our ordinary shares on November 6, 2024 (the “FY25 Transaction”).

Scott Vassalluzzo, a Managing Member of Prescott, serves as a member of Cimpress’ Board of Directors and Audit Committee.

In light of the foregoing, the disinterested members of Cimpress’ Audit Committee reviewed the FY25 Transaction under our related person transaction policy and considered, among other things, Mr.

Vassalluzzo’s and Prescott’s interest in the FY25 Transaction, the approximate dollar value of the FY25 Transaction, and the purpose and the potential benefits to Cimpress of entering into the FY25 Transaction.

Based on these considerations, the disinterested members of the Audit Committee concluded that the FY25 Transaction was in our best interest.

The FY25 Transaction was effected pursuant to the share repurchase program approved by Cimpress’ Board of Directors and announced on May 29, 2024.

Fiscal Year 2024

During fiscal year 2024, we repurchased 300,000 of our outstanding ordinary shares, par value € 0.01 per share, from The Spruce House Partnership LLC (“Spruce House”) in a privately negotiated transaction at a price of $ 97.50 per share, representing a discount of $ 2.14 to the closing price of our ordinary shares on March 1, 2024 (the "FY24 Transaction").

Zachary Sternberg, a Managing Member of Spruce House, previously served as a member of Cimpress’ Board of Directors and Audit Committee at the time of the FY24 Transaction.

In light of the foregoing, the disinterested members of Cimpress’ Audit Committee reviewed the FY24 Transaction under our related person transaction policy and considered, among other things, Mr.

Sternberg’s and Spruce House’s interest in the FY24 Transaction, the approximate dollar value of the FY24 Transaction, and the purpose and the potential benefits to Cimpress of entering into the FY24 Transaction.

Based on these considerations, the disinterested members of the Audit Committee concluded that the FY24 Transaction was in our best interest.

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

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