CIMPRESS plc 10-K

Item 8. Financial Statements and Supplementary Data CIMPRESS PLC INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID No. 238 ) 47 Consolidated Balance Sheets 49 Consolidated Statements of Operations 50 Consolidated Statements of Comprehensive Income (Loss) 51 Consolidated Statements of Shareholders’ Deficit 52 Consolidated Statements of Cash Flows 54 Notes to Consolidated Financial Statements 56 46 Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of Cimpress plc Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Cimpress plc and its subsidiaries (the "Company") as of June 30, 2025 and 2024, and the related consolidated statements of operations, of comprehensive income (loss), of shareholders' deficit and of cash flows for each of the three years in the period ended June 30, 2025, including the related notes (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of June 30, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. 47 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. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. 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. 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 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 Boston, Massachusetts August 8, 2025 We have served as the Company’s auditor since 2014. 48 CIMPRESS PLC CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share data) June 30, 2025 June 30, 2024 Assets Current assets: Cash and cash equivalents $ 233,982 $ 203,775 Marketable securities — 4,500 Accounts receivable, net of allowances of $7,957 and $7,219, respectively 68,289 64,576 Inventory 112,870 97,016 Prepaid expenses and other current assets 87,465 88,112 Total current assets 502,606 457,979 Property, plant and equipment, net 302,494 265,177 Operating lease assets, net 83,951 78,681 Software and website development costs, net 104,764 92,212 Deferred tax assets 61,086 95,059 Goodwill 826,156 787,138 Intangible assets, net 58,348 76,560 Other assets 28,739 39,351 Total assets $ 1,968,144 $ 1,892,157 Liabilities, noncontrolling interests and shareholders’ deficit Current liabilities: Accounts payable $ 332,110 $ 326,656 Accrued expenses 304,085 245,931 Deferred revenue 47,975 46,118 Short-term debt 9,085 12,488 Operating lease liabilities, current 22,064 19,634 Other current liabilities 43,343 13,136 Total current liabilities 758,662 663,963 Deferred tax liabilities 23,308 24,701 Long-term debt 1,576,178 1,591,807 Operating lease liabilities, non-current 66,196 61,895 Other liabilities 107,246 76,305 Total liabilities 2,531,590 2,418,671 Commitments and contingencies (Note 16) Redeemable noncontrolling interests (Note 13) 19,057 22,998 Shareholders’ deficit: Ordinary shares, nominal value €0.01 per share, 100,000,000 shares authorized; 42,448,572 and 43,051,269 shares issued, respectively; 24,477,325 and 25,080,022 shares outstanding, respectively 597 604 Treasury shares, at cost, 17,971,247 shares for both periods presented ( 1,363,550 ) ( 1,363,550 ) Additional paid-in capital 592,315 570,283 Retained earnings 225,117 272,881 Accumulated other comprehensive loss ( 37,969 ) ( 30,364 ) Total shareholders’ deficit attributable to Cimpress plc ( 583,490 ) ( 550,146 ) Noncontrolling interests (Note 13) 987 634 Total shareholders' deficit ( 582,503 ) ( 549,512 ) Total liabilities, noncontrolling interests and shareholders’ deficit $ 1,968,144 $ 1,892,157 See accompanying notes. 49 CIMPRESS PLC CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except share and per share data) Year Ended June 30, 2025 2024 2023 Revenue $ 3,403,079 $ 3,291,856 $ 3,079,627 Cost of revenue (1) 1,785,635 1,695,062 1,640,625 Technology and development expense (1) 334,035 321,968 302,257 Marketing and selling expense (1) 814,018 789,872 773,970 General and administrative expense (1) 218,531 205,737 209,246 Amortization of acquired intangible assets 19,062 31,443 46,854 Restructuring expense (1) 5,528 423 43,757 Impairment of goodwill — — 5,609 Income from operations 226,270 247,351 57,309 Other (expense) income, net ( 13,582 ) 1,583 18,498 Interest expense, net ( 115,231 ) ( 119,822 ) ( 112,793 ) (Loss) gain on early extinguishment of debt ( 498 ) ( 666 ) 6,764 Income (loss) before income taxes 96,959 128,446 ( 30,222 ) Income tax expense (benefit) 84,107 ( 49,362 ) 155,493 Net income (loss) 12,852 177,808 ( 185,715 ) Add: Net loss (income) attributable to noncontrolling interests 2,100 ( 4,126 ) ( 263 ) Net income (loss) attributable to Cimpress plc $ 14,952 $ 173,682 $ ( 185,978 ) Basic net income (loss) per share attributable to Cimpress plc $ 0.60 $ 6.64 $ ( 7.08 ) Diluted net income (loss) per share attributable to Cimpress plc $ 0.58 $ 6.43 $ ( 7.08 ) Weighted average shares outstanding — basic 24,923,797 26,151,968 26,252,860 Weighted average shares outstanding — diluted 25,636,865 27,004,687 26,252,860 ____________________________________________ (1) Share-based compensation expense is allocated as follows: Year Ended June 30, 2025 2024 2023 Cost of revenue $ 803 $ 820 $ 474 Technology and development expense 19,715 20,869 13,002 Marketing and selling expense 9,047 11,680 5,693 General and administrative expense 29,314 32,215 20,513 Restructuring expense — — 2,440 See accompanying notes. 50 CIMPRESS PLC CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands) Year Ended June 30, 2025 2024 2023 Net income (loss) $ 12,852 $ 177,808 $ ( 185,715 ) Other comprehensive income (loss), net of tax: 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 ) Add: 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 ) See accompanying notes. 51 CIMPRESS PLC CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT (in thousands) Ordinary Shares Treasury Shares Number of Shares Issued Amount Number of Shares Amount Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Total Shareholders’ Deficit Balance at June 30, 2022 44,084 $ 615 ( 17,971 ) $ ( 1,363,550 ) $ 501,003 $ 414,138 $ ( 47,128 ) $ ( 494,922 ) 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 ) Share-based compensation expense — — — — 42,953 — — 42,953 Net loss attributable to Cimpress plc — — — — — ( 185,978 ) — ( 185,978 ) Redeemable noncontrolling interest accretion to redemption value — — — — — 7,236 — 7,236 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 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 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 income attributable to Cimpress plc — — — — — 173,682 — 173,682 Redeemable noncontrolling interest accretion to redemption value — — — — — ( 1,124 ) — ( 1,124 ) Net unrealized loss on derivative instruments designated and qualifying as cash flow hedges — — — — — — ( 1,508 ) ( 1,508 ) Foreign currency translation, net of hedges — — — — — — 6,554 6,554 Unrealized loss on pension benefit obligation, net of tax — — — — — — ( 350 ) ( 350 ) Balance at June 30, 2024 43,051 604 ( 17,971 ) ( 1,363,550 ) 570,283 272,881 ( 30,364 ) ( 550,146 ) See accompanying notes. 52 CIMPRESS PLC CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT (CONTINUED) (in thousands) Ordinary Shares Treasury Shares Number of Shares Issued Amount Number of Shares Amount Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Total Shareholders’ Deficit Balance at June 30, 2024 43,051 $ 604 ( 17,971 ) $ ( 1,363,550 ) $ 570,283 $ 272,881 $ ( 30,364 ) $ ( 550,146 ) Issuance of ordinary shares due to share option exercises, net of shares withheld for taxes 29 — — — 1,375 — — 1,375 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 ) Share-based compensation expense — — — — 59,203 — — 59,203 Net income attributable to Cimpress plc — — — — — 14,952 — 14,952 Redeemable noncontrolling interest accretion to redemption value — — — — — ( 1,562 ) — ( 1,562 ) Net unrealized loss on derivative instruments designated and qualifying as cash flow hedges — — — — — — ( 7,520 ) ( 7,520 ) Foreign currency translation, net of hedges — — — — — — 374 374 Unrealized loss on pension benefit obligation, net of tax — — — — — — ( 459 ) ( 459 ) Balance at June 30, 2025 42,449 $ 597 ( 17,971 ) $ ( 1,363,550 ) $ 592,315 $ 225,117 $ ( 37,969 ) $ ( 583,490 ) See accompanying notes. 53 CIMPRESS PLC CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended June 30, 2025 2024 2023 Operating activities Net income (loss) $ 12,852 $ 177,808 $ ( 185,715 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 141,131 151,764 162,428 Share-based compensation expense 58,879 65,584 42,122 Impairment of goodwill — — 5,609 Deferred taxes 41,971 ( 94,442 ) 114,912 Loss (gain) on early extinguishment of debt 123 515 ( 6,764 ) Unrealized loss (gain) on derivatives not designated as hedging instruments included in net income 37,734 ( 4,992 ) 34,393 Effect of exchange rate changes on monetary assets and liabilities denominated in non-functional currency ( 25,104 ) 116 ( 11,988 ) Other non-cash items 10,845 1,615 13,235 Changes in operating assets and liabilities, net of effects of businesses acquired: Accounts receivable 3,619 161 ( 4,243 ) Inventory ( 7,052 ) 11,778 11,352 Prepaid expenses and other assets 7,833 15,560 1,768 Accounts payable ( 18,741 ) 39,276 ( 28,872 ) Accrued expenses and other liabilities 33,980 ( 14,021 ) ( 17,948 ) Net cash provided by operating activities 298,070 350,722 130,289 Investing activities Purchases of property, plant and equipment ( 89,024 ) ( 54,927 ) ( 53,772 ) Proceeds from the sale of subsidiaries, net of transaction costs and cash divested — — ( 4,130 ) Business acquisitions, net of cash acquired ( 658 ) ( 3,621 ) ( 498 ) Capitalization of software and website development costs ( 64,093 ) ( 58,307 ) ( 57,787 ) Proceeds from the sale of assets 3,080 23,565 4,659 Purchases of marketable securities — — ( 84,030 ) Proceeds from maturity of held-to-maturity investments 4,500 38,676 92,110 Proceeds from the settlement of derivatives designated as hedging instruments 5,438 — — Other investing activities — — ( 277 ) Net cash used in investing activities ( 140,757 ) ( 54,614 ) ( 103,725 ) Financing activities Proceeds from issuance of 7.375% Senior Notes due 2032 525,000 — — 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 of debt issuance costs ( 11,647 ) ( 2,076 ) ( 51 ) Payments of purchase consideration included in acquisition-date fair value — — ( 7,100 ) Payments of withholding taxes in connection with equity awards ( 21,932 ) ( 16,424 ) ( 4,448 ) Payments of finance lease obligations ( 7,833 ) ( 10,140 ) ( 8,290 ) Purchase of noncontrolling interests ( 4,058 ) ( 65 ) ( 95,567 ) Purchase of ordinary shares ( 77,775 ) ( 156,982 ) — Proceeds from issuance of ordinary shares 1,375 2,102 327 Distributions to noncontrolling interests ( 821 ) ( 549 ) ( 3,652 ) Other financing activities 88 — ( 285 ) Net cash used in financing activities ( 135,921 ) ( 222,552 ) ( 177,106 ) Effect of exchange rate changes on cash 8,815 ( 94 ) 3,802 Net increase (decrease) in cash and cash equivalents 30,207 73,462 ( 146,740 ) Cash and cash equivalents at beginning of period 203,775 130,313 277,053 Cash and cash equivalents at end of period $ 233,982 $ 203,775 $ 130,313 See accompanying notes. 54 CIMPRESS PLC CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) (in thousands) Year Ended June 30, 2025 2024 2023 Supplemental disclosures of cash flow information 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 Property and equipment acquired under finance leases 3,312 4,562 20,303 Amounts accrued related to property, plant and equipment 11,387 9,991 9,403 Amounts accrued related to capitalized software development costs 402 125 185 See accompanying notes. 55 CIMPRESS PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except share and per share data) 1. Description of the Business Cimpress is a strategically focused collection of businesses that specialize in print mass customization, through which we deliver large volumes of individually small-sized customized orders of printed materials and promotional products. Our products and services include a broad range of marketing materials, business cards, signage, promotional products, logo apparel, packaging, books and magazines, wall decor, photo merchandise, invitations and announcements, design and digital marketing services, and other categories. Mass customization is a core element of the business model of each Cimpress business and is a competitive strategy which seeks to produce goods and services to meet individual customer needs with near mass production efficiency. 2. Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements include the accounts of Cimpress plc, its wholly owned subsidiaries, entities in which we maintain a controlling financial interest, and those entities in which we have a variable interest and are the primary beneficiary. Intercompany balances and transactions have been eliminated. Investments in entities in which we cannot exercise significant influence, and for which the related equity securities do not have a readily determinable fair value, are included in other assets on the consolidated balance sheets; otherwise the investments are recognized by applying equity method accounting. Our equity method investments are included in other assets on the consolidated balance sheets. Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We believe our most significant estimates are associated with the ongoing evaluation of the recoverability of our long-lived assets and goodwill, estimated useful lives of assets, share-based compensation, accounting for business combinations, and income taxes and related valuation allowances, among others. By their nature, estimates are subject to an inherent degree of uncertainty. Actual results could differ from those estimates. Cash and Cash Equivalents We consider all highly liquid investments purchased with an original maturity of three months or less to be the equivalent of cash for the purpose of balance sheet and statement of cash flows presentation. Cash equivalents consist of depository accounts and money market funds. Cash and cash equivalents restricted for use were $ 569 and $ 563 as of June 30, 2025 and 2024, respectively, and are included in other assets in the accompanying consolidated balance sheets. For bank accounts that are overdrawn at the end of a reporting period, including any net negative balance in our notional cash pool, we reclassify these overdrafts to short-term debt on our consolidated balance sheets. Book overdrafts that result from outstanding checks in excess of our bank balance are reclassified to other current liabilities. Marketable Securities At times, we hold certain investments that are classified as held-to-maturity as we have the intent and ability to hold them to their maturity dates. Our policy is to invest in the following permitted classes of assets: overnight money market funds invested in U.S. Treasury securities and U.S. government agency securities, U.S. Treasury securities, U.S. government agency securities, bank time deposits, commercial paper, corporate notes and bonds, and medium term notes. We invest in securities with a remaining maturity of two years or less. As the investments are classified as held-to-maturity, they are recorded at amortized cost and interest income is recorded as it is earned within interest expense, net. 56 We assess our securities for impairment when the fair value is less than amortized cost to determine if any risk of credit loss exists. As our intent is to hold the securities to maturity, we must assess whether any credit losses related to our investments are recoverable and determine if it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis. We did not record an allowance for credit losses and we recognized no impairments for any period presented. Accounts Receivable Accounts receivable includes amounts due from customers. We offset gross trade accounts receivable with an allowance for doubtful accounts, which is our best estimate of the amount of probable credit losses in existing accounts receivable. Account balances are charged off against the allowance when the potential for recovery is no longer reasonably assured. Inventories Inventories consist primarily of raw materials and are recorded at the lower of cost or net realizable value using the first-in, first-out method. Costs to produce products are included in cost of revenues as incurred. Property, Plant and Equipment Property, plant and equipment are stated at cost less accumulated depreciation and amortization. Additions and improvements that substantially extend the useful life of a particular asset are capitalized while repairs and maintenance costs are expensed as incurred. Assets that qualify for the capitalization of interest cost during their construction period are evaluated on a per project basis and, if material, the costs are capitalized. No interest costs associated with our construction projects were capitalized in any of the years presented as the amounts were not material. Depreciation of plant and equipment is recorded on a straight-line basis over the estimated useful lives of the assets. Software and Website Development Costs We capitalize eligible salaries and payroll-related costs of employees and third-party consultants who devote time to the development of websites and internal-use computer software. Capitalization begins when the preliminary project stage is complete, management with the relevant authority authorizes and commits to the funding of the software project, and it is probable that the project will be completed and the software will be used to perform the function intended. These costs are amortized on a straight-line basis over the estimated useful life of the software, which is generally over a three year period. Costs associated with preliminary stage software development, repair, maintenance, or the development of website content are expensed as incurred. Amortization of previously capitalized amounts in the years ended years ended June 30, 2025, 2024, and 2023 was $ 62,775 , $ 62,590 , and $ 57,086 , respectively, resulting in accumulated amortization of $ 345,692 and $ 286,605 at June 30, 2025 and 2024, respectively. Intangible Assets We capitalize the costs of purchasing patents from unrelated third parties and amortize these costs over the estimated useful life of the patent. The costs related to patent applications, pursuing others who we believe infringe on our patents, and defending against patent-infringement claims are expensed as incurred. We record acquired intangible assets at fair value on the date of acquisition using the income approach to value the trade names, customer relationships, and customer network and a replacement cost approach to value developed technology and our print network. The income approach calculates fair value by discounting the forecasted after-tax cash flows back to a present value using an appropriate discount rate. The baseline data for this analysis is the cash flow estimates used to price the transaction. We amortize such assets using the straight-line method over the expected useful life of the asset, unless another amortization method is deemed to be more appropriate. In estimating the useful life of the acquired assets, we reviewed the expected use of the assets acquired, factors that may limit the useful life of an acquired asset or may enable the extension of the useful life of an acquired asset without substantial cost, the effects of obsolescence, demand, competition and other economic factors, and the level of maintenance expenditures required to obtain the expected future cash flows from the asset. 57 We evaluate the remaining useful life of intangible assets on a periodic basis to determine whether events and circumstances warrant a revision to the remaining useful life. If the estimate of an intangible asset’s remaining useful life is changed, we amortize the remaining carrying value of the intangible asset prospectively over the revised remaining useful life. Long-Lived Assets Long-lived assets with a finite life are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or any other significant adverse change that would indicate that the carrying amount of an asset or group of assets may not be recoverable. Business Combinations We recognize the assets acquired and liabilities assumed in business combinations on the basis of their fair values at the date of acquisition. We assess the fair value of assets, including intangible assets, using a variety of methods and each asset is measured at fair value from the perspective of a market participant. The method used to estimate the fair values of intangible assets incorporates significant assumptions regarding the estimates a market participant would make in order to evaluate an asset, including a market participant’s use of the asset and the appropriate discount rates. Assets acquired that are determined to not have economic use for us are expensed immediately. Any excess purchase price over the fair value of the net tangible and intangible assets acquired is allocated to goodwill. Transaction costs and restructuring costs associated with a business combination are expensed as incurred. The consideration for our acquisitions often includes future payments that are contingent upon the occurrence of a particular event. For acquisitions that qualify as business combinations, we record an obligation for such contingent payments at fair value on the acquisition date. Goodwill The evaluation of goodwill for impairment is performed at a level referred to as a reporting unit. A reporting unit is either the “operating segment level” or one level below, which is referred to as a “component.” The level at which the impairment test is performed requires an assessment as to whether the operations below the operating segment should be aggregated as one reporting unit due to their similarity or reviewed individually. Goodwill is evaluated for impairment on an annual basis or more frequently when an event occurs or circumstances change that indicate that the carrying value may not be recoverable. Goodwill is considered to be impaired when the carrying amount of a reporting unit exceeds its estimated fair value. We have the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If the results of this analysis indicate that the fair value of a reporting unit is less than its carrying value, the quantitative impairment test is required; otherwise, no further assessment is necessary. To perform the quantitative approach, we estimate the fair value of our reporting units using a discounted cash flow methodology. If the carrying value of a reporting unit’s goodwill exceeds its implied fair value, then we record an impairment loss equal to the difference. We recognized no goodwill impairment charges during the years ended June 30, 2025 and 2024. For the year ended June 30, 2023, we recognized a goodwill impairment charge of $ 5,609 . The charge is a partial impairment of the goodwill for one of our reporting units within our All Other Businesses reportable segment. Refer to Note 7 for additional details regarding the annual goodwill impairment test. Mandatorily Redeemable Noncontrolling Interests Noncontrolling interests held by third parties in consolidated subsidiaries are considered mandatorily redeemable when they are subject to an unconditional obligation to be redeemed by both parties. 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. 58 Debt Issuance Costs Costs associated with the issuance of debt instruments are capitalized and amortized over the term of the respective financing arrangement on a straight-line basis through the maturity date of the related debt instrument. We evaluate all changes to our debt arrangements to determine whether the changes represent a modification or extinguishment to the old debt arrangement. If a debt instrument is deemed to be modified, we capitalize all new lender fees and expense all third-party fees. If we determine that an extinguishment of one of our debt instruments has occurred, the unamortized financing fees associated with the extinguished instrument are expensed. For the revolving loans associated with our senior secured credit facility, all lender and third-party fees are capitalized, and in the event an amendment reduces the committed capacity under the revolving loans, we expense a portion of any unamortized fees on a pro-rata basis in proportion to the decrease in the committed capacity. Derivative Financial Instruments We record all derivatives on the consolidated balance sheet at fair value. We apply hedge accounting to arrangements that qualify and are designated for hedge accounting treatment, which includes cash flow and net investment hedges. Hedge accounting is discontinued prospectively if the hedging relationship ceases to be effective or the hedging or hedged items cease to exist as a result of maturity, sale, termination, or cancellation. Derivatives designated and qualifying as hedges of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges, which could include interest rate swap contracts and cross-currency swap contracts. In a cash flow hedging relationship, the effective and ineffective portion of the change in the fair value of the hedging derivative is initially recorded in accumulated other comprehensive loss. The portion of gain or loss on the derivative instrument previously recorded in accumulated other comprehensive loss remains in accumulated other comprehensive loss until the forecasted transaction is recognized in earnings. For derivatives designated as cash flow hedges, we present the settlement amount of these contracts within cash from operating activities in our consolidated statement of cash flows, if the hedged item continues after contract settlement. Derivatives designated and qualifying as hedges of currency exposure of a net investment in a foreign operation are considered net investment hedges, which could include cross-currency swap and currency forward contracts as well as intercompany loans. In hedging the currency exposure of a net investment in a foreign operation, the effective and ineffective portion of gains and losses on the hedging instruments is recognized in accumulated other comprehensive loss as part of currency translation adjustment. The portion of gain or loss on the derivative instrument previously recorded in accumulated other comprehensive loss remains in accumulated other comprehensive loss until we reduce our investment in the hedged foreign operation through a sale or substantial liquidation. We also enter into derivative contracts that are intended to economically hedge certain of our risks, even though we may not elect to apply hedge accounting or the instrument may not qualify for hedge accounting. When hedge accounting is not applied, the changes in the fair value of the derivatives are recorded directly in earnings as a component of other (expense) income, net. 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. We execute our derivative instruments with financial institutions that we judge to be credit-worthy, defined as institutions that hold an investment grade credit rating. Shareholders' Deficit Ordinary and Treasury Shares Treasury shares are accounted for using the cost method and are included as a component of shareholders' equity. 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. 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. We issue new ordinary shares to meet the needs of our share-based compensation programs. 59 We retire ordinary shares from time to time. Upon retirement, these shares become classified as authorized and unissued shares. The retirement of ordinary shares are accounted for as a reduction to the nominal value of our ordinary shares outstanding and additional paid in capital in proportion to the amount of total shares outstanding, with the remaining repurchase value recognized as a reduction to retained earnings. Comprehensive Loss Comprehensive loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Comprehensive loss is composed of net loss, unrealized gains and losses on derivatives, unrealized gains and losses on pension benefit obligation, and cumulative foreign currency translation adjustments, which are included in the accompanying consolidated statements of comprehensive loss. Warrants We bifurcate and separately account for a detachable warrant as a separate equity instrument. The value assigned to the warrants was determined based on a relative fair value allocation between the warrants and related debt. The fair value of the warrants was determined using a Monte Carlo valuation and applying a discount for the lack of marketability for the warrants. We present the allocated value for the warrants within additional paid-in capital in our consolidated balance sheet. 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 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. Revenues are recognized when control of the promised products or services is transferred to the customer in an amount that reflects the consideration we expect to be entitled to in exchange for those products or services. Shipping revenues are recognized when control of the related products is transferred to the customer. For design service arrangements, we recognize revenue when the services are complete. A portion of this revenue relates to design contests in which we have determined that we are the principal in the arrangement as we satisfy our contractual performance obligation to provide the customer with the benefit of our platform and network of designers. Under the terms of most of our arrangements with our customers we provide satisfaction guarantees, which give our customers an option for a refund or reprint over a specified period of time if the customer is not fully satisfied. As such, we record a reserve for estimated sales returns and allowances as a reduction of revenue, based on historical experience or the specific identification of an event necessitating a reserve. Actual sales returns have historically not been significant. We have elected to recognize shipping and handling activities that occur after transfer of control of the products as fulfillment activities and not as a separate performance obligation. 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, 60 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. Revenue is recognized upon satisfaction of each performance obligation. We generally determine the standalone selling prices based on the prices charged to our customers. We record revenue net of taxes collected from customers that are remitted to governmental authorities. Our products are customized for each individual customer with no alternative use except to be delivered to that specific customer; however, we do not have an enforceable right to payment prior to delivering the items to the customer based on the terms and conditions of our arrangements with customers, and therefore we recognize revenue at a point in time. We record deferred revenue when cash payments are received in advance of our satisfaction of the related performance obligation. The satisfaction of performance obligations generally occurs shortly after cash payment and we expect to recognize the majority of our deferred revenue balance as revenue within three months subsequent to our fiscal year end. We periodically provide marketing materials and promotional offers to new customers and existing customers that are intended to improve customer retention. These incentive offers are generally available to all customers, and therefore do not represent a performance obligation as customers are not required to enter into a contractual commitment to receive the offer. These discounts are recognized as a reduction to the transaction price when used by the customer. Costs related to free products are included within cost of revenue and sample products are included within marketing and selling expense. We have elected to expense incremental direct costs as incurred, which primarily includes sales commissions, since our contract periods generally are less than one year and the related performance obligations are satisfied within a short period of time. Restructuring Restructuring costs are recorded in connection with initiatives designed to improve efficiency or enhance competitiveness. Restructuring initiatives require us to make estimates in several areas, including expenses for severance and other employee separation costs and our ability to generate sublease income to enable us to terminate lease obligations at the estimated amounts. For jurisdictions in which there are statutorily required minimum benefits for involuntary terminations, severance benefits are documented in an employee manual or labor contract, or are consistent with prior restructuring plan benefits, we evaluate these benefits as ongoing benefit arrangements. We recognize the liability for these arrangements when it is probable that the employee would be entitled to the benefits and the amounts can be reasonably estimated. The expense timing generally occurs when management has committed to and approved the restructuring plan. Involuntary termination benefits that are in excess of statutory minimum requirements and prior restructuring plan benefits are recognized as termination benefits and expensed at the date we notify the employee, unless the employee must provide future service beyond the statutory minimum retention period, in which case the benefits are expensed ratably over the future service period. Liabilities for costs associated with a facility exit or disposal activity are recognized when the liability is incurred, as opposed to when management commits to an exit plan, and are measured at fair value. Restructuring costs are presented as a separate financial statement line within our consolidated statement of operations. Advertising Expense Our advertising costs are primarily expensed as incurred and included in marketing and selling expense. Advertising expense for the years ended June 30, 2025, 2024, and 2023 was $ 446,343 , $ 436,494 , and $ 417,886 , respectively, which consisted of external costs related to customer acquisition and retention marketing campaigns. 61 Research and Development Expense Research and development costs are expensed as incurred and included in technology and development expense. Research and development expense for the years ended June 30, 2025, 2024, and 2023 was $ 65,003 , $ 62,655 , and $ 58,819 , respectively, which consisted of costs related to enhancing our manufacturing engineering and technology capabilities. Income Taxes As part of the process of preparing our consolidated financial statements, we calculate our income taxes in each of the jurisdictions in which we operate. This process involves estimating our current tax expense and deferred tax expense based on assessing temporary and permanent differences resulting from differing treatment of items for tax and financial reporting purposes. We recognize deferred tax assets and liabilities for the temporary differences using the enacted tax rates and laws that will be in effect when we expect temporary differences to reverse. We assess the ability to realize our deferred tax assets based upon the weight of available evidence both positive and negative. To the extent we believe that it is more likely than not that some portion or all of the deferred tax assets will not be realized, we establish a valuation allowance. In the event that actual results differ from our estimates or we adjust our estimates in the future, we may need to increase or decrease income tax expense, which could have a material impact on our financial position and results of operations. We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by the taxing authorities, based on the technical merits of the tax position. The tax benefits recognized in our financial statements from such positions are measured as the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The unrecognized tax benefits may reduce our effective tax rate if recognized. Interest and, if applicable, penalties related to unrecognized tax benefits are recorded in the provision for income taxes. Stranded income tax effects in accumulated other comprehensive loss are released on an item-by-item basis based on when the applicable derivative is recognized in earnings. Foreign Currency Translation Our non-U.S. dollar functional currency subsidiaries translate their assets and liabilities denominated in their functional currency to U.S. dollars at current rates of exchange in effect at the balance sheet date, and revenues and expenses are translated at average rates prevailing throughout the period. The resulting gains and losses from translation are included as a component of accumulated other comprehensive loss. Transaction gains and losses and remeasurement of assets and liabilities denominated in currencies other than an entity’s functional currency are included in other (expense) income, net in our consolidated statements of operations. Other (Expense) Income, Net The following table summarizes the components of other (expense) income, net . Year Ended June 30, 2025 2024 2023 (Losses) gains on derivatives not designated as hedging instruments (1) $ ( 35,027 ) $ 3,915 $ 3,311 Currency-related gains (losses), net (2) 21,090 ( 2,818 ) 16,350 Other gains (losses) 355 486 ( 1,163 ) Total other (expense) income, net $ ( 13,582 ) $ 1,583 $ 18,498 _____________________ (1) Includes realized and unrealized gains and losses on derivative currency forward and option contracts not designated as hedging instruments, as well as the ineffective portion of certain interest rate swap contracts that have been de-designated from hedge accounting. For contracts not designated as hedging instruments, we realized gains (losses) of $ 2,706 , $( 1,078 ) and $ 39,133 , respectively, for the fiscal years ended June 30, 2025, 2024 and 2023. Refer to Note 4 for additional details relating to our derivative contracts. (2) Currency-related gains (losses), net primarily relates to significant non-functional currency intercompany financing relationships that we may change at times and are subject to currency exchange rate volatility. In addition, during all fiscal years presented, we had certain cross-currency swaps designated as cash flow hedges, which hedge the remeasurement of certain intercompany loans; refer to Note 4 for additional details relating to these cash flow hedges. Net Income (Loss) Per Share Attributable to Cimpress plc Basic net income (loss) per share attributable to Cimpress plc is computed by dividing net income (loss) 62 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. Awards with performance or market conditions are included using the treasury stock method only if the conditions would have been met as of the end of the reporting period and their effect is dilutive. The following table sets forth the reconciliation of the weighted-average number of ordinary shares. Year Ended June 30, 2025 2024 2023 Weighted average shares outstanding, basic 24,923,797 26,151,968 26,252,860 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 Weighted average anti-dilutive shares excluded from diluted net income (loss) per share attributable to Cimpress plc (1)(2) 1,001,612 96,207 2,834,351 ___________________ (1) In the periods in which a net loss is recognized, the impact of share options, PSUs, RSUs and warrants is excluded from shares used in computed diluted net income (loss) per share as it is anti-dilutive. Any equity awards that have a performance condition are not included in dilutive or anti-dilutive shares until the performance condition would have been met as of the end of the reporting period. (2) On May 1, 2020, we entered into a financing arrangement, which included 7-year warrants to purchase 1,055,377 of our ordinary shares with a strike price of $ 60 that have a potentially dilutive impact on our weighted average shares outstanding. For the years ended June 30, 2025 and 2024, the average market price of our ordinary shares was higher than the strike price of the warrants; therefore, the weighted average dilutive effect of the warrants were 147,329 and 220,668 , respectively. For the year ended June 30, 2023, the average share price was below the strike price for the full fiscal year; therefore, the total 1,055,377 outstanding warrants were considered anti-dilutive. Share-based Compensation Compensation expense for all share-based awards is measured at fair value on the date of grant and recognized over the requisite service period. We recognize the impact of forfeitures as they occur. The fair value of share options is determined using the Black-Scholes valuation model. The fair value of RSUs is determined based on the quoted price of our ordinary shares on the date of the grant. Such value is recognized ratably as expense over the requisite service period, or on an accelerated method for awards with a performance condition. We have issued PSUs that include a service condition as well as a market or performance condition, and we calculate the fair value at grant, which is fixed throughout the vesting period. For PSUs that include a market condition, the fair value is determined using a Monte Carlo simulation valuation model and the expense recognized over the requisite service period will not be reversed if the market condition is not achieved. For PSUs that include a performance condition, compensation cost is recorded if it is probable that the performance condition will be achieved. The fair value is determined based on the quoted price of our ordinary shares on the date of the grant and our estimated attainment percentage of the related performance condition. The related expense is recognized using the accelerated expense attribution method over the requisite service period for each separately vesting portion of the award. Until the performance condition is measured, changes in the estimated attainment percentages may cause expense volatility since a cumulative expense adjustment will be recognized in the period a change occurs. Sabbatical Leave Compensation expense associated with a sabbatical leave, or other similar benefit arrangements, is accrued over the requisite service period during which an employee earns the benefit, net of estimated forfeitures, and is included in other liabilities on our consolidated balance sheets. Concentrations of Credit Risk We monitor the creditworthiness of our customers to which we grant credit terms in the normal course of business. We do not have any customers that accounted for greater than 10% of our accounts receivable as of June 30, 2025 and 2024. We do not have any customers that accounted for greater than 10% of our revenue for the years ended June 30, 2025, 2024, and 2023. 63 We maintain an allowance for doubtful accounts for potential credit losses based upon specific customer accounts and historical trends, and such losses to date in the aggregate have not materially exceeded our expectations. Lease Accounting We determine if an arrangement contains a lease at contract inception. We consider an arrangement to be a lease if it conveys the right to control an identifiable asset for a period of time. Costs for operating leases that include incentives such as payment escalations or rent abatement are recognized on a straight-line basis over the term of the lease. Additionally, inducements received are treated as a reduction of our costs over the term of the agreement. Leasehold improvements are capitalized at cost and amortized over the shorter of their expected useful life or the lease term, excluding renewal periods. Lease right-of-use ("ROU") assets and liabilities for operating and finance leases are recognized based on the present value of the future lease payments over the lease term at lease commencement date. As most of our leases do not provide an implicit interest rate, we use our incremental borrowing rate based on the information available at the lease commencement date. Our incremental borrowing rate approximates the interest rate on a collateralized basis for the economic environments where our leased assets are located, and is established by considering the credit spread associated with our existing debt arrangements, as well as observed market rates for instruments with a similar term to that of the lease payments. ROU assets also include any lease payments made at or before the lease commencement, as well as any initial direct costs incurred. Lease incentives received from the lessor are recognized as a reduction to the ROU asset. Our initial determination of the lease term is based on the facts and circumstances that exist at lease commencement. The lease term may include the effect of options to extend or terminate the lease when it is reasonably certain that those options will be exercised. We consider these options reasonably certain to be exercised based on our assessment of economic incentives, including the fair market rent for equivalent properties under similar terms and conditions, costs of relocating, availability of comparable replacement assets, and any related disruption to operations that would be experienced by not renewing the lease. Finance leases are accounted for as an acquisition of an asset and incurrence of an obligation. Assets held under finance leases are recorded at the lower of the present value of the minimum lease payments or the fair value of the leased asset at the inception of the lease, and amortized over the useful life of the asset. The corresponding finance lease obligation is recorded at the present value of the minimum lease payments at inception of the lease. Operating leases are included in operating lease assets and current and non-current operating lease liabilities in the consolidated balance sheets. Finance lease assets are included in property, plant, and equipment, net, and the related liabilities are included in other current liabilities and other liabilities in the consolidated balance sheets. Variable lease payments are excluded from the operating lease assets and liabilities and are recognized as expense in the period in which the obligation is incurred. Variable lease payments primarily include index-based rent escalation associated with some of our real estate leases, as well as property taxes and common area maintenance payments for most real estate leases, which are determined based on the costs incurred by the lessor. We also make variable lease payments for certain print equipment leases that are determined based on production volumes. We have subleased a small amount of our equipment and real estate lease portfolio to third parties, making us the lessor. Most of these subleases meet the criteria for operating lease classification and the related sublease income is recognized on a straight-line basis over the lease term within the consolidated statement of operations. To a lesser extent, we have leases in which we are the lessees and we classify the leases as finance leases which have been subleased under similar terms, resulting in the sublease classification as direct financing leases. For direct financing leases, we recognize a sublease receivable within prepaid expenses and other current assets and other assets in the consolidated balance sheets. Recently Issued or Adopted Accounting Pronouncements Segment Reporting 64 In November 2023, the FASB issued Accounting Standards Update No. 2023-07 "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" (ASU 2023-07), which requires enhanced disclosures about significant segment expenses and introduces a reconciliation between segment revenue and segment profitability metrics. As required, we've adopted the standard in the current fiscal year and incorporated all expanded disclosure requirements in Note 14. Accounting Standards to be Adopted In December 2023, the FASB issued Accounting Standards Update No. 2023-09 "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" (ASU 2023-09), which provides authoritative guidance about expanded annual disclosure requirements for the income tax rate reconciliation and income taxes paid by jurisdiction. The expanded disclosure requirements will be effective starting with our annual report for the fiscal year ending June 30, 2026. Early adoption is permitted, but we did not early adopt this standard. In November 2024, the FASB issued Accounting Standards Update No. 2024-03 "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses" (ASU 2024-03), which provides authoritative guidance around the expanded disclosure requirements for disaggregation of each relevant expense caption on the income statement within the footnotes as well as a qualitative description of the amounts remaining in these relevant expense captions that are not separately disaggregated quantitatively in order to improve transparency and provide more detailed insight into the nature of expenses reported. The expanded disclosure requirements will be effective starting with our annual report for the fiscal year ending June 30, 2027. Early adoption is permitted, but we do not intend to early adopt this standard. 3. Fair Value Measurements We use a three-level valuation hierarchy for measuring fair value and include detailed financial statement disclosures about fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows: • Level 1: Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2: Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in markets that are not active and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. • Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement. 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. 65 June 30, 2025 Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets Interest rate swap contracts $ 9,497 $ — $ 9,497 $ — Currency forward contracts 1,191 — 1,191 — Total assets recorded at fair value $ 10,688 $ — $ 10,688 $ — Liabilities Cross-currency swap contracts $ ( 31,982 ) $ — $ ( 31,982 ) $ — Currency forward contracts ( 32,529 ) — ( 32,529 ) — Currency option contracts ( 5,801 ) — ( 5,801 ) — Total liabilities recorded at fair value $ ( 70,312 ) $ — $ ( 70,312 ) $ — June 30, 2024 Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets Interest rate swap contracts $ 18,830 $ — $ 18,830 $ — Cross-currency swap contracts 1,043 — 1,043 — Currency forward contracts 3,642 — 3,642 — Currency option contracts 137 — 137 — Total assets recorded at fair value $ 23,652 $ — $ 23,652 $ — Liabilities Currency forward contracts $ ( 856 ) $ — $ ( 856 ) $ — Currency option contracts ( 2,180 ) — ( 2,180 ) — Total liabilities recorded at fair value $ ( 3,036 ) $ — $ ( 3,036 ) $ — During the years ended June 30, 2025 and 2024, there were no significant transfers in or out of Level 1, Level 2, and Level 3 classifications. The valuations of the derivatives intended to mitigate our interest rate and currency risks are determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each instrument. This analysis utilizes observable market-based inputs, including interest rate curves, interest rate volatility, or spot and forward exchange rates, and reflects the contractual terms of these instruments, including the period to maturity. We incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparties' nonperformance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements. Although we have determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to appropriately reflect both our own nonperformance risk and the respective counterparties' nonperformance risk in the fair value measurement. However, as of June 30, 2025, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives. As a result, we have determined that our derivative valuations in their entirety are classified in Level 2 in the fair value hierarchy. 66 Our held-to-maturity marketable securities are recognized at an amortized cost. As of June 30, 2025, we had no held-to-maturity securities. The following is a summary of the net carrying amount, unrealized losses, and fair value of held-to-maturity securities by type and contractual maturity as of June 30, 2024. The fair value was determined using quoted prices for identical assets in active markets, which fall into Level 1 under the fair value hierarchy. We did not record an allowance for credit losses and impairments for these marketable securities during any period presented. June 30, 2024 Amortized cost Unrealized losses Fair value Due within one year or less: Corporate debt securities $ 1,500 $ ( 1 ) $ 1,499 U.S. government securities 3,000 ( 4 ) 2,996 Total held-to-maturity securities $ 4,500 $ ( 5 ) $ 4,495 As of June 30, 2025 and June 30, 2024, the carrying amounts of our cash and cash equivalents, accounts receivable, accounts payable, and other current liabilities approximated their estimated fair values. As of June 30, 2025 and June 30, 2024, the carrying value of our debt, excluding debt issuance costs and debt premiums and discounts, was $ 1,604,513 and $ 1,616,607 , respectively, and the fair value was 1,582,599 and $ 1,617,364 , respectively. 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. The estimated fair value of assets and liabilities disclosed above may not be representative of actual values that could have been or will be realized in the future. 4. Derivative Financial Instruments We use derivative financial instruments, such as interest rate swap contracts, cross-currency swap contracts, and currency forward and option contracts, to manage interest rate and foreign currency exposures. Derivatives are recorded in the consolidated balance sheets at fair value. 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 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 (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 manage our exposure to interest rate movements. We designate our interest rate swaps as cash flow hedges. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for us making fixed-rate payments over the life of the contract agreements without exchange of the underlying notional amount. Realized gains or losses from interest rate swaps are recorded in earnings as a component of interest expense, net. Amounts reported in accumulated other comprehensive loss related to interest rate swap contracts will be reclassified to interest expense, net as interest payments are accrued or made on our variable-rate debt. 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, 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. 67 Interest rate swap contracts outstanding: Notional Amounts Contracts accruing interest as of June 30, 2025 (1) $ 250,000 Contracts with a future start date 320,000 Total $ 570,000 ________________________ (1) Based on contracts outstanding as of June 30, 2025, the notional value of our contracted interest rate swaps accruing interest will fluctuate between $ 250,000 and $ 380,000 through April 2028 based on layered start dates and maturities. Hedges of Currency Risk Cross-Currency Swap Contracts 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. Subsequently, we receive fixed rate payments in our reporting currency in exchange for fixed rate payments in the hedged currency over the life of the contract. At maturity, the final exchange involves the receipt of our reporting currency in exchange for the notional amount in the hedged currency. Cross-currency swap contracts designated as net investment hedges are executed to mitigate our currency exposure of net investments in subsidiaries that have reporting currencies other than the U.S. dollar. 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. dollar equivalent value of a portion of our net investment in a consolidated subsidiary that has the Euro as its functional currency. Amounts reported in accumulated other comprehensive loss are recognized as a component of our cumulative translation adjustment. Other Currency Hedges We execute currency forward and option contracts in order to mitigate our exposure to fluctuations in various currencies against our reporting currency, the U.S. dollar. These contracts or intercompany loans may be designated as hedges to mitigate the risk of changes in the U.S. dollar equivalent value of a portion of our net investment in consolidated subsidiaries that have the Euro as their functional currency. The impact of net investment hedges is recognized in accumulated other comprehensive loss as a component of translation adjustments, net of hedges, and would only be reclassified to earnings if the hedged subsidiaries were no longer consolidated entities. We have elected to not apply hedge accounting for all other currency forward and option contracts. During the years ended June 30, 2025, 2024 and 2023, we experienced volatility within other (expense) income, net, in our consolidated statements of operations from unrealized gains and losses on the mark-to-market of outstanding currency forward and option contracts. 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 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. Adjusted EBITDA exposures are our focus for the majority of our mark-to-market currency forward and option contracts because a similar metric is referenced within the debt covenants of our amended and restated senior secured credit agreement (refer to Note 9 for additional information about this agreement). Our most significant net currency exposures by volume are the Euro and the British Pound (GBP). Our adjusted EBITDA hedging approach results in addressing nearly all of our forecasted Euro and GBP net exposures for the upcoming twelve months, with a declining hedged percentage out to twenty-four months. For certain other currencies with a smaller net impact, we hedge nearly all of our forecasted net exposures for the upcoming six months, with a declining hedge percentage out to fifteen months. 68 As of June 30, 2025, we had the following outstanding currency derivative contracts that were not designated for hedge accounting and were primarily used to hedge fluctuations in the U.S. dollar value of forecasted transactions or balances denominated in Australian Dollar, Canadian Dollar, Czech Koruna, Danish Krone, Euro, GBP, Indian Rupee, Mexican Peso, New Zealand Dollar, Norwegian Krone, Philippine Peso, Swiss Franc and Swedish Krona: Notional Amount Effective Date Maturity Date Number of Instruments Index $ 853,938 September 2023 through June 2025 Various dates through June 2027 670 Various Financial Instrument Presentation The table below presents the fair value of our derivative financial instruments as well as their classification on the balance sheet as of June 30, 2025 and June 30, 2024. Our derivative asset and liability balances fluctuate with interest rate and currency exchange rate volatility. June 30, 2025 Asset Derivatives Liability Derivatives 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 Interest rate swaps Other current assets / other assets $ 9,636 $ ( 139 ) $ 9,497 Other current liabilities / other liabilities $ — $ — $ — Derivatives in net investment hedging relationships 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 $ 1,238 $ ( 47 ) $ 1,191 Other current liabilities / other liabilities $ ( 34,941 ) $ 2,560 $ ( 32,381 ) Currency option contracts Other current assets / other assets — — — Other current liabilities / other liabilities ( 5,801 ) — ( 5,801 ) Total derivatives not designated as hedging instruments $ 1,238 $ ( 47 ) $ 1,191 $ ( 40,742 ) $ 2,560 $ ( 38,182 ) 69 June 30, 2024 Asset Derivatives Liability Derivatives 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 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 $ — $ — $ — 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 option contracts Other current assets / other assets 212 ( 75 ) 137 Other current liabilities / other liabilities ( 2,351 ) 171 ( 2,180 ) Total derivatives not designated as hedging instruments $ 5,761 $ ( 1,982 ) $ 3,779 $ ( 3,435 ) $ 399 $ ( 3,036 ) The following table presents the effect of our derivative financial instruments designated as hedging instruments and their classification within comprehensive loss, net of tax, for the years ended June 30, 2025, 2024, and 2023. Year Ended June 30, 2025 2024 2023 Derivatives in cash flow hedging relationships Interest rate swaps $ ( 4,209 ) $ 5,528 $ 11,151 Cross-currency swap — 1,559 ( 1,160 ) Derivatives in net investment hedging relationships Cross-currency swaps ( 27,587 ) — — Intercompany loan 615 15,754 ( 8,384 ) Currency forward contracts ( 148 ) ( 1,080 ) — Total $ ( 31,329 ) $ 21,761 $ 1,607 70 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 Statement of Operations Year Ended June 30, 2025 2024 2023 Derivatives in cash flow hedging relationships Interest rate swaps $ ( 4,022 ) $ ( 7,730 ) $ ( 4,851 ) Interest expense, 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 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 (Loss) Gain Recognized in Net Income Affected line item in the Statement of Operations Year Ended June 30, 2025 2024 2023 Currency contracts $ ( 35,027 ) $ 3,915 $ 3,311 Other (expense) income, net Total $ ( 35,027 ) $ 3,915 $ 3,311 5. Accumulated Other Comprehensive Loss 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 (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 ) Other comprehensive income (loss) before reclassifications 9,991 ( 106 ) 5,220 15,105 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 Balance as of June 30, 2023 12,297 ( 356 ) ( 47,001 ) ( 35,060 ) Other comprehensive income (loss) before reclassifications 7,087 ( 350 ) 6,554 13,291 Amounts reclassified from accumulated other comprehensive loss to net 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 ) 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 ) Balance as of June 30, 2025 $ 3,269 $ ( 1,165 ) $ ( 40,073 ) $ ( 37,969 ) ________________________ (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. (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. 71 6. Property, Plant and Equipment, Net Property, plant, and equipment, net consists of the following: June 30, Estimated useful lives 2025 2024 Land improvements 10 years $ 3,770 $ 3,670 Building and building improvements 10 - 30 years 157,338 154,800 Machinery and production equipment 4 - 10 years 453,864 405,581 Machinery and production equipment under finance lease 4 - 10 years 66,021 56,356 Computer software and equipment 3 - 5 years 95,576 92,865 Furniture, fixtures and office equipment 5 - 7 years 37,954 33,694 Leasehold improvements Shorter of lease term or expected life of the asset 55,655 51,159 Construction in progress 21,609 15,964 891,787 814,089 Less accumulated depreciation, inclusive of assets under finance lease ( 610,895 ) ( 569,857 ) 280,892 244,232 Land 21,602 20,945 Property, plant, and equipment, net $ 302,494 $ 265,177 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. 7. Goodwill The carrying amount of goodwill by reportable segment as of June 30, 2025 and 2024 was as follows: Vista PrintBrothers The Print Group All Other Businesses Total Balance as of June 30, 2023 $ 295,731 $ 141,092 $ 149,797 $ 194,921 $ 781,541 Acquisitions (1) — 2,701 — — 2,701 Adjustments — 7,319 — — 7,319 Effect of currency translation adjustments (2) ( 446 ) ( 1,868 ) ( 2,109 ) — ( 4,423 ) Balance as of June 30, 2024 295,285 149,244 147,688 194,921 787,138 Acquisitions (1) — 1,121 — — 1,121 Effect of currency translation adjustments (2) 9,521 14,415 13,961 — 37,897 Balance as of June 30, 2025 $ 304,806 $ 164,780 $ 161,649 $ 194,921 $ 826,156 ________________________ (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. dollar. Annual Impairment Review Fiscal year 2025 Our goodwill accounting policy establishes an annual goodwill impairment test date of May 31. We identified eight reporting units with goodwill individually. 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 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. 72 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. 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. For both reporting units, we concluded that sufficient headroom between the estimated fair value and carrying value existed and that no goodwill impairment was identified. Fiscal year 2023 During the year ended June 30, 2023, we concluded that an impairment existed in one of our reporting units, which is included in our All Other Businesses reportable segment. The impairment was driven in part by declines in revenue growth rates and lower near-term cash flow forecasts. We recognized an impairment charge of $ 5,609 , using a WACC of 17.0%, resulting in a post-impairment goodwill balance of $ 8,824 at June 30, 2023. Acquired Intangible Assets June 30, 2025 June 30, 2024 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trade name $ 146,240 $ ( 95,690 ) $ 50,550 $ 141,364 $ ( 82,482 ) $ 58,882 Developed technology 96,916 ( 96,178 ) 738 94,038 ( 89,787 ) 4,251 Customer relationships 197,314 ( 196,931 ) 383 187,343 ( 183,718 ) 3,625 Customer network and other 25,227 ( 18,550 ) 6,677 24,215 ( 15,940 ) 8,275 Print network 25,799 ( 25,799 ) — 23,573 ( 22,046 ) 1,527 Total intangible assets $ 491,496 $ ( 433,148 ) $ 58,348 $ 470,533 $ ( 393,973 ) $ 76,560 Acquired intangible assets amortization expense for the years ended June 30, 2025, 2024, and 2023 was $ 19,062 , $ 31,443 , and $ 46,854 respectively. Estimated intangible assets amortization expense for each of the five succeeding fiscal years and thereafter is as follows: 2026 $ 12,164 2027 11,041 2028 8,920 2029 7,018 2030 6,291 Thereafter 12,914 $ 58,348 73 8. Other Balance Sheet Components Accrued expenses included the following: June 30, 2025 June 30, 2024 Compensation costs $ 87,781 $ 80,844 Income and indirect taxes 63,667 46,499 Advertising costs 25,428 23,524 Third-party manufacturing and digital content costs 20,018 17,608 Shipping costs 12,796 10,088 Variable compensation incentives 12,416 9,263 Interest payable 12,346 3,658 Sales returns 5,413 5,181 Professional fees 3,061 2,596 Restructuring costs 3,090 370 Other 58,069 46,300 Total accrued expenses $ 304,085 $ 245,931 Other current liabilities included the following: June 30, 2025 June 30, 2024 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 ) Total other current liabilities $ 43,343 $ 13,136 Other liabilities included the following: June 30, 2025 June 30, 2024 Long-term derivative liabilities (1) 52,089 584 Long-term finance lease obligations $ 24,501 $ 28,037 Long-term compensation incentives 16,919 17,127 Mandatorily redeemable noncontrolling interest (2) — 9,608 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. dollar. 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. 74 9. Debt June 30, 2025 June 30, 2024 7.375% Senior Notes due 2032 (1) $ 525,000 $ — 7.0% Senior Notes due 2026 (1) — 522,135 Senior secured credit facility 1,072,818 1,084,627 Other 6,695 9,845 Debt issuance costs and discounts, net of debt premiums ( 19,250 ) ( 12,312 ) Total debt outstanding, net 1,585,263 1,604,295 Less: short-term debt (2) 9,085 12,488 Long-term debt $ 1,576,178 $ 1,591,807 _____________________ (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, 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 December 16, 2024, we amended our Restated Credit Agreement to refinance our Term Loan B, which consists of a tranche denominated in U.S. dollars ("USD Tranche") and as part of the amendment the size of the USD tranche was increased by $ 48,614 , and those proceeds were used to fully repay the previously outstanding tranche denominated in Euros ("Euro Tranche"). The amendment reduced the interest rate margin of the USD Tranche by 50 basis points, from Term SOFR plus 3.00 % to Term SOFR plus 2.50 %. No other material changes were made to the terms of the Term Loan B or the Restated Credit Agreement, and the maturity date of the Term Loan B is still May 17, 2028. For the year ended June 30, 2025, we recognized a loss on extinguishment of debt as part of this refinancing of $ 696 . Our Restated Credit Agreement consists of the following as of June 30, 2025: • 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; certain fundamental organizational changes; asset sales; certain intercompany activities; 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 . 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 under our Restated Credit Agreement. 75 Senior Notes 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 Other debt consists primarily of term loans acquired through our various acquisitions or used to fund certain capital investments. As of June 30, 2025 and June 30, 2024, we had $ 6,695 and $ 9,845 , respectively, outstanding for those obligations that are payable through September 2028. 10. Shareholders' Deficit Warrants 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. The warrants may be exercised by cash payment or through cashless exercise by the surrender of warrant shares having a value equal to the exercise price of the portion of the warrant being exercised. 76 The fair value used for the warrants in this allocation was calculated using the Monte Carlo valuation model. The valuation of the notes and warrants resulted in a carrying value allocated to the warrants of $ 22,432 , which, in addition to being accounted for as an equity instrument recorded in additional paid in capital, was included as a discount to the 12% Senior Secured Notes. Share-based awards 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. 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 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. The 2025 PSUs include both a service and performance condition. The performance condition for these awards is based on one-year financial targets for fiscal year 2025 revenue, adjusted EBITDA, and unlevered free cash flow. On May 23, 2025, the Compensation Committee of Cimpress' Board of Directors amended the terms of the 2025 PSUs to incorporate a minimum performance attainment of 60%, subject to the Compensation Committee's discretion to account for non-recurring items, that previously had been 0%. The change of terms impacted all 276 PSU grant recipients for the 2025 PSUs with awards outstanding as of the modification date. The modification resulted in incremental compensation expense of $ 4.8 million from the awards for which estimated attainment as of the modification date was below 60%. Actual shares issued for each grant will range from 60% to 160% of the number of 2025 PSUs granted based on the attainment of the performance condition, subject to the Compensation Committee's discretion to account for non-recurring items. The final measurement of the performance condition will occur during the first quarter of fiscal year 2026. All other outstanding PSUs entitle the recipient to receive Cimpress ordinary shares between 0 % and 250 % of the number of units, based upon service vesting requirements and the achievement of a compounded annual growth rate target based on Cimpress' three-year moving average share price. PSU awards with a grant date prior to fiscal year 2020 and PSU awards granted before fiscal year 2025 to our Chief Executive Officer and Board of Directors are assessed for achievement annually in years 6 - 10 following the grant date and awards with a grant date in or after fiscal year 2020 and before fiscal year 2025 (other than to the CEO and Board) will be assessed annually for achievement in years 4 - 8 following the grant date. 77 A summary of our PSU activity and related information for the fiscal year ended June 30, 2025 is as follows: PSUs Weighted- Average Grant Date Fair Value Aggregate Intrinsic Value Outstanding at the beginning of the period 1,934,853 $ 109.48 Granted 685,291 80.80 Vested and distributed ( 324,909 ) 70.22 Forfeited ( 34,776 ) 76.51 Outstanding at the end of the period 2,260,459 $ 106.93 $ 106,242 The weighted average fair value of PSUs granted during the fiscal years ended June 30, 2025, 2024, and 2023 was $ 80.80 , $ 70.21 , and $ 17.61 , respectively. The total intrinsic value of PSUs outstanding as of June 30, 2025, 2024, and 2023 was $ 106,242 , $ 169,512 , and $ 83,376 , respectively. 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 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 The fair value of an RSU award is equal to the fair market value of our ordinary shares on the date of grant and the expense is recognized on a straight-line basis over the requisite service period. RSUs generally vest over 4 years. A summary of our RSU activity and related information for the fiscal year ended June 30, 2025 is as follows: RSUs Weighted- Average Grant Date Fair Value Aggregate Intrinsic Value Unvested at the beginning of the period 1,103,713 $ 62.59 Granted 377,492 83.71 Vested and distributed ( 538,975 ) 65.61 Forfeited ( 76,349 ) 62.84 Unvested at the end of the period 865,881 $ 69.89 $ 40,696 The weighted average fair value of RSUs granted during the fiscal years ended June 30, 2025, 2024, and 2023 was $ 83.71 , $ 71.42 , and $ 44.25 , respectively. The total intrinsic value of RSUs vested during the fiscal years ended June 30, 2025, 2024, and 2023 was $ 38,110 , $ 47,661 , and $ 13,544 , respectively. 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 four 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. Use of a valuation model requires management to make certain assumptions with respect to inputs. The expected volatility assumption is based upon historical volatility of our share price. The expected term assumption is based on the contractual and vesting term of the option and historical experience. The risk-free interest rate is based on the U.S. Treasury yield curve with a maturity equal to the expected life assumed at the grant date. We did not grant any share options in fiscal years 2025 or 2024. Weighted-average values used for option awards in fiscal year 2023 were as follows: 78 Year Ended June 30, 2023 Risk-free interest rate 3.06 % Expected dividend yield — % Expected term (years) 4.01 Expected volatility 61.99 % Weighted average fair value of options granted $ 22.83 A summary of our share option activity and related information for the year ended June 30, 2025 is as follows: Shares Pursuant to Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at the beginning of the period 338,593 $ 46.39 7.3 $ 13,956 Exercised ( 29,784 ) 46.20 Forfeited/expired ( 20,902 ) 52.56 Outstanding at the end of the period 287,907 $ 45.96 7.0 $ 344 Exercisable at the end of the period 200,106 $ 46.11 7.0 $ 223 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, 2025, 2024, and 2023 was $ 1,318 , $ 1,816 and $ 41 , respectively. Share-based compensation Total share-based compensation costs were $ 58,879 , $ 65,584 , and $ 42,122 for the years ended June 30, 2025, 2024, and 2023, respectively, and we recognize the impact of forfeitures as they occur. 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. This cost is expected to be recognized over a weighted average period of 1.8 years. Purchase and retirement of ordinary shares During the year ended June 30, 2025, we repurchased 1,193,355 of our ordinary shares for $ 77,775 . 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 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. 79 11. Employees' Savings Plans Defined contribution plans We maintain certain government-mandated and defined contribution plans throughout the world. Our most significant defined contribution retirement plans are in the U.S. and comply with Section 401(k) of the Internal Revenue Code. We offer eligible employees in the U.S. the opportunity to participate in one of these plans and match most employees' eligible contributions at various rates subject to service vesting as specified in each of the related plan documents. We expensed $ 18,706 , $ 17,100 , and $ 16,061 for our government-mandated and defined contribution plans in the years ended June 30, 2025, 2024, and 2023, respectively. Defined benefit plan We currently have a defined benefit plan that covers substantially all of our employees in Switzerland. Our plan is a government-mandated retirement fund with benefits generally earned based on years of service and compensation during active employment; however, the level of benefits varies within the plan. Eligibility is determined in accordance with local statutory requirements. Under this plan, both we and certain employees with annual earnings in excess of government determined amounts are required to make contributions into a fund managed by an independent investment fiduciary. Employer contributions must be in an amount at least equal to the employee’s contribution. Minimum employee contributions are based on the respective employee’s age, salary, and gender. As of June 30, 2025 and 2024, the plan had an unfunded net pension obligation of approximately $ 1,988 and $ 1,426 , respectively, and plan assets, which totaled approximately $ 7,494 and $ 5,800 , respectively. For the years ended June 30, 2025, 2024, and 2023 we recognized expense totaling $ 423 , $ 438 , and $ 282 , respectively, related to our plan. 12. Income Taxes The following is a summary of our income (loss) before income taxes by geography: Year Ended June 30, 2025 2024 2023 U.S. $ ( 21,524 ) $ ( 23,708 ) $ ( 35,508 ) Non-U.S. 118,483 152,154 5,286 Total $ 96,959 $ 128,446 $ ( 30,222 ) The components of the (benefit) provision for income taxes are as follows: Year Ended June 30, 2025 2024 2023 Current: U.S. Federal $ ( 121 ) $ ( 307 ) $ 1,634 U.S. State 412 670 769 Non-U.S. 42,235 42,458 39,792 Total current 42,526 42,821 42,195 Deferred: U.S. Federal ( 1,823 ) 825 3,522 U.S. State 14 ( 4 ) 465 Non-U.S. 43,390 ( 93,004 ) 109,311 Total deferred 41,581 ( 92,183 ) 113,298 Total $ 84,107 $ ( 49,362 ) $ 155,493 80 The following is a reconciliation of the standard U.S. federal statutory tax rate and our effective tax rate: Year Ended June 30, 2025 2024 2023 U.S. federal statutory income tax rate 21.0 % 21.0 % 21.0 % State taxes, net of federal effect 0.3 ( 1.1 ) 3.7 Tax rate differential on non-U.S. earnings 18.9 5.9 ( 52.5 ) Change in valuation allowance 13.8 ( 47.9 ) ( 457.2 ) Nondeductible interest expense 12.7 5.6 ( 30.2 ) Change in entity status — — 4.0 Compensation related items 3.8 0.6 ( 13.7 ) Goodwill impairment — — ( 4.1 ) Irish foreign tax credit 6.7 ( 24.8 ) 21.4 Tax on repatriated earnings 0.5 6.1 ( 15.0 ) Gain on the extinguishment of debt — ( 0.2 ) 2.8 Notional interest deduction (Italy) — ( 0.6 ) 2.6 Patent box (Italy) ( 0.3 ) ( 0.3 ) ( 1.5 ) Tax credits and incentives ( 2.6 ) ( 3.1 ) 24.1 Non-U.S. tax rate changes ( 0.1 ) ( 0.1 ) ( 1.1 ) U.S. foreign-derived intangible income (FDII) ( 0.7 ) ( 1.0 ) 2.7 U.S. base erosion and anti-abuse tax (BEAT) ( 0.2 ) 0.1 ( 2.1 ) Net tax benefit on intellectual property transfer — — 1.0 Tax loss carryforward expirations 2.9 0.4 ( 5.1 ) Business and withholding taxes 0.9 0.9 ( 1.2 ) Uncertain tax positions ( 5.1 ) 0.1 ( 10.5 ) Other non-deductible expenses 4.7 1.4 ( 6.0 ) Tax on unremitted earnings 0.9 0.6 ( 1.6 ) Changes to derivative instruments ( 4.0 ) ( 2.1 ) 3.1 Capital loss carryforward expirations 3.9 — — Non-deductible intercompany debt forgiveness 2.2 — — Other 6.5 0.1 0.9 Effective income tax rate 86.7 % ( 38.4 ) % ( 514.5 ) % 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. The jurisdictions that have the most significant impact to our non-U.S. tax provision include Canada, Germany, India, Ireland, Italy, the Netherlands, Spain, and Switzerland. The applicable tax rates in these 81 jurisdictions range from 12.5 % to 30 %. The total tax rate impact from operating in non-U.S. jurisdictions is included in the line “Tax rate differential on non-U.S. earnings” in the above tax rate reconciliation table. For the year ended June 30, 2025, our effective tax rate was 86.7 % as compared to the prior year effective tax rate of ( 38.4 )%. The increase in our effective tax rate as compared to the prior year is primarily due to changes in the Swiss valuation allowance year over year as discussed above. Our fiscal year 2024 effective tax rate was higher than fiscal year 2023 primarily due to pre-tax income for the year ended June 30, 2024 as compared to a pre-tax loss for the year ended June 30, 2023 and changes in the Swiss valuation allowance year over year. As of June 30, 2025, we had a deferred tax asset of $ 141,872 , gross of valuation allowance, related to Swiss tax-amortizable goodwill. During the year ended June 30, 2025, the Swiss tax-amortizable goodwill deferred tax asset increased due to currency exchange rate changes, offset by partial utilization. Significant components of our deferred income tax assets and liabilities consisted of the following at June 30, 2025 and 2024: June 30, 2025 June 30, 2024 Deferred tax assets: Swiss tax-amortizable goodwill $ 141,872 $ 130,985 Net operating loss carryforwards 59,476 66,572 Leases 30,377 28,661 Depreciation and amortization 4,352 4,765 Accrued expenses 14,117 15,572 Share-based compensation 18,809 19,530 Tax credit and other carryforwards 61,626 69,644 Derivative financial instruments 10,603 — U.S. Internal Revenue Code Section 174 capitalization 6,254 6,253 Interest limitation carryforwards 29,796 23,291 Other 996 1,520 Subtotal 378,278 366,793 Valuation allowance ( 248,367 ) ( 211,655 ) Total deferred tax assets 129,911 155,138 Deferred tax liabilities: Depreciation and amortization ( 42,237 ) ( 37,432 ) Leases ( 27,252 ) ( 24,797 ) Tax on unremitted earnings ( 9,045 ) ( 7,984 ) Derivative financial instruments ( 2,116 ) ( 4,250 ) Other ( 11,483 ) ( 10,317 ) Total deferred tax liabilities ( 92,133 ) ( 84,780 ) Net deferred tax assets $ 37,778 $ 70,358 In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some or all of the deferred tax assets will not be realized. We have recorded a partial valuation allowance of $ 78,911 against the Swiss tax-amortizable goodwill deferred tax asset, which we can only benefit from through calendar year 2029 under our Swiss tax ruling. In addition, we have recorded valuation allowances of $ 51,300 against deferred tax assets related to tax losses in certain jurisdictions (mainly Australia, Bermuda, Brazil, Cyprus, France, Ireland, Japan, and the United Kingdom), $ 29,796 against interest limitation carryforwards (mainly the Netherlands and the U.S.), and $ 31,339 against Irish foreign tax credits, for which management has determined that it is more likely than not that these will not be realized. 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. A reconciliation of the beginning and ending amount of the valuation allowance for the year ended June 30, 2025 is as follows: 82 Balance at June 30, 2024 $ 211,655 Charges to earnings (1) 12,455 Charges to other accounts (2) 24,257 Balance at June 30, 2025 $ 248,367 _________________ (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. 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: (i) the forecasts, budgets, and financial requirements of both our parent company and its subsidiaries, both for the long term and for the short term; (ii) the ability of Cimpress plc to fund its operations and obligations with earnings from other businesses within the global group without incurring substantial tax costs; and (iii) the tax consequences of any decision to reinvest earnings of any subsidiary. As of June 30, 2025, no tax provision has been made for $ 93,756 of undistributed earnings of certain of our subsidiaries as these earnings are considered indefinitely reinvested. If, in the future, we decide to repatriate the undistributed earnings from these subsidiaries in the form of dividends or otherwise, we could be subject to withholding taxes payable in the range of $ 19,500 to $ 20,500 at that time. A cumulative deferred tax liability of $ 9,045 has been recorded attributable to undistributed earnings that we have deemed are not indefinitely reinvested. The remaining undistributed earnings of our subsidiaries are not deemed to be indefinitely reinvested and can be repatriated with no tax cost. Accordingly, there has been no provision for income or withholding taxes on these earnings. 83 A reconciliation of the gross beginning and ending amount of unrecognized tax benefits is as follows: Balance June 30, 2022 $ 12,996 Additions based on tax positions related to the current tax year 2,167 Additions based on tax positions related to prior tax years 770 Reductions based on tax positions related to prior tax years ( 62 ) Reductions due to audit settlements — Reductions due to lapse of statute of limitations ( 225 ) Cumulative translation adjustment ( 22 ) Balance June 30, 2023 15,624 Additions based on tax positions related to the current tax year 450 Additions based on tax positions related to prior tax years 405 Reductions based on tax positions related to prior tax years ( 527 ) Reductions due to audit settlements ( 264 ) Reductions due to lapse of statute of limitations ( 1,021 ) Cumulative translation adjustment ( 13 ) Balance June 30, 2024 14,654 Additions based on tax positions related to the current tax year 5,272 Additions based on tax positions related to prior tax years 51 Reductions based on tax positions related to prior tax years ( 289 ) Reductions due to audit settlements ( 237 ) Reductions due to lapse of statute of limitations ( 7,506 ) Cumulative translation adjustment ( 1 ) Balance June 30, 2025 $ 11,944 For the year ended June 30, 2025, the amount of unrecognized tax benefits (exclusive of interest) that, if recognized, would impact the effective tax rate is $ 375 . We recognize interest and, if applicable, penalties related to unrecognized tax benefits in income tax expense. The interest and penalties recognized as of years ended June 30, 2025, 2024, and 2023 were $ 17 , $ 2,394 , and $ 1,924 , respectively. It is reasonably possible that a further change in unrecognized tax benefits in the range of $ 350 to $ 450 may occur within the next twelve months related to the settlement of one or more audits or the lapse of applicable statutes of limitations. We believe we have appropriately provided for all tax uncertainties. We conduct business in a number of tax jurisdictions and, as such, are required to file income tax returns in multiple jurisdictions globally. The years 2014 through 2025 remain open for examination by the United States Internal Revenue Service and the years 2015 through 2025 remain open for examination in the various states and non-U.S. tax jurisdictions in which we file tax returns. We are currently under income tax audit in certain jurisdictions globally. We believe that our income tax reserves are adequately maintained taking into consideration both the technical merits of our tax return positions and ongoing developments in our income tax audits. However, the final determination of our tax return positions, if audited, is uncertain, and therefore there is a possibility that final resolution of these matters could have a material impact on our results of operations or cash flows. 13. Noncontrolling Interests Redeemable Noncontrolling Interests For some of our subsidiaries, we own a controlling equity stake, and a third party or key members of the business management team own a minority portion of the equity. These noncontrolling interests span multiple businesses and reportable segments. 84 The following table presents the reconciliation of changes in our noncontrolling interests: Redeemable Noncontrolling Interest Noncontrolling Interest Balance as of June 30, 2023 $ 10,893 $ 459 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 Distribution to noncontrolling interests ( 200 ) — Purchase of noncontrolling interest ( 65 ) — 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 — Net (loss) income attributable to noncontrolling interests ( 2,364 ) 264 Purchase of noncontrolling interest (4) ( 4,579 ) — Foreign currency translation 574 89 Balance as of June 30, 2025 $ 19,057 $ 987 _________________ (1) Accretion of redeemable noncontrolling interests to redemption value recognized in retained earnings is the result of changes in the estimated redemption amount to the extent increases do not exceed the estimated fair value. Any change in the estimated redemption amount which exceeds the estimated fair value is recognized within net income attributable to noncontrolling interests. (2) During fiscal year 2024, we identified an immaterial error in the initial purchase accounting related to the noncontrolling interest of a previously acquired business. This was corrected in the prior period resulting in an increase to redeemable noncontrolling interests of $ 7,319 . This adjustment was immaterial to the prior and current period financial statements. (3) During fiscal year 2025, we completed the acquisition of an immaterial business that is part of our PrintBrothers reportable segment. This represents the estimated fair value of the noncontrolling interest upon acquisition. (4) During the current fiscal year, we purchased 49% of the remaining equity interest in one of the smaller businesses previously acquired and included in our PrintBrothers reportable segment for a total purchase price of $ 4,579 , which consisted of $ 4,058 of cash paid at closing, and $ 521 of a deferred payment that is payable in fiscal year 2029. 14. 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”). 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 - 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. 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 85 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 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; shared service organizations such as global procurement; technology services such as hosting and security; administrative costs of our Cimpress India offices where numerous Cimpress businesses have dedicated business-specific team members; and corporate functions including our tax, treasury, internal audit, legal, sustainability, corporate communications, remote first enablement, consolidated reporting and compliance, investor relations, capital allocation, and the functions of our CEO and CFO. These costs also include certain unallocated share-based compensation 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. We include insurance proceeds that are not recognized within operating income. We do not allocate non-operating income, including realized gains and losses on currency hedges, to our segment results. 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 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. The following tables set forth revenue by reportable segment, as well as disaggregation of revenue by major geographic region and reportable segment. 86 Year Ended June 30, 2025 2024 2023 Revenue: Vista $ 1,824,271 $ 1,742,494 $ 1,614,798 PrintBrothers 669,151 639,571 579,050 The Print Group 378,075 354,775 342,951 National Pen 406,764 389,027 365,804 All Other Businesses 227,363 213,381 212,409 Total segment revenue 3,505,624 3,339,248 3,115,012 Inter-segment eliminations (1) ( 102,545 ) ( 47,392 ) ( 35,385 ) Total consolidated revenue $ 3,403,079 $ 3,291,856 $ 3,079,627 _____________________ (1) Refer to the "Revenue by Geographic Region" tables below for detail of the inter-segment revenue within each respective segment. Year Ended June 30, 2025 Vista PrintBrothers The Print Group National Pen All Other Total Revenue by Geographic Region: North America $ 1,266,169 $ — $ 140 $ 213,093 $ 165,796 $ 1,645,198 Europe 454,169 664,109 351,663 156,355 133 1,626,429 Other 100,663 — — 5,444 25,345 131,452 Inter-segment 3,270 5,042 26,272 31,872 36,089 102,545 Total segment revenue 1,824,271 669,151 378,075 406,764 227,363 3,505,624 Less: inter-segment elimination ( 3,270 ) ( 5,042 ) ( 26,272 ) ( 31,872 ) ( 36,089 ) ( 102,545 ) Total external revenue $ 1,821,001 $ 664,109 $ 351,803 $ 374,892 $ 191,274 $ 3,403,079 Year Ended June 30, 2024 Vista PrintBrothers The Print Group National Pen All Other Total Revenue by Geographic Region: North America $ 1,232,126 $ — $ — $ 215,325 $ 176,017 $ 1,623,468 Europe 414,407 634,905 347,619 144,704 — 1,541,635 Other 93,751 — — 5,697 27,305 126,753 Inter-segment 2,210 4,666 7,156 23,301 10,059 47,392 Total segment revenue 1,742,494 639,571 354,775 389,027 213,381 3,339,248 Less: inter-segment elimination ( 2,210 ) ( 4,666 ) ( 7,156 ) ( 23,301 ) ( 10,059 ) ( 47,392 ) Total external revenue $ 1,740,284 $ 634,905 $ 347,619 $ 365,726 $ 203,322 $ 3,291,856 Year Ended June 30, 2023 Vista PrintBrothers The Print Group National Pen All Other Total Revenue by Geographic Region: North America $ 1,155,000 $ — $ — $ 216,690 $ 181,145 $ 1,552,835 Europe 366,244 576,719 337,012 122,007 — 1,401,982 Other 91,066 — — 7,772 25,972 124,810 Inter-segment 2,488 2,331 5,939 19,335 5,292 35,385 Total segment revenue 1,614,798 579,050 342,951 365,804 212,409 3,115,012 Less: inter-segment elimination ( 2,488 ) ( 2,331 ) ( 5,939 ) ( 19,335 ) ( 5,292 ) ( 35,385 ) Total external revenue $ 1,612,310 $ 576,719 $ 337,012 $ 346,469 $ 207,117 $ 3,079,627 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. 87 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 Less: 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 Less: Advertising expenses 278,255 25,498 28,174 75,012 39,404 Less: Other operating expenses (1) 439,834 97,684 63,015 116,536 56,076 Add: Depreciation and amortization 53,194 13,228 20,251 12,662 18,663 Add: 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 Less: 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 Less: Advertising expenses 271,126 18,759 27,816 78,212 40,582 Less: Other operating expenses (1) 424,975 92,362 60,288 115,733 50,482 Add: Depreciation and amortization 54,182 15,164 23,406 16,560 18,376 Add: Other segment items (2) 655 ( 26 ) ( 885 ) 553 1,193 Segment EBITDA (3) $ 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 Less: 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 Less: Advertising expenses 262,496 15,294 25,742 76,526 37,829 Less: Other operating expenses (1) 477,173 83,699 58,801 115,011 59,309 Add: Depreciation and amortization 58,464 18,135 22,810 21,366 17,694 Add: 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: 88 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 impairment and other adjustments ( 5,353 ) ( 1,154 ) ( 6,932 ) Restructuring-related charges ( 5,528 ) ( 423 ) ( 43,757 ) Total income from operations 226,270 247,351 57,309 Other (expense) income, net ( 13,582 ) 1,583 18,498 Interest Expense, net ( 115,231 ) ( 119,822 ) ( 112,793 ) (Loss) gain on early extinguishment of debt ( 498 ) ( 666 ) 6,764 Income (loss) before income taxes $ 96,959 $ 128,446 $ ( 30,222 ) (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, 2025 2024 2023 Purchases of property, plant, and equipment: Vista $ 39,846 $ 19,717 $ 17,604 PrintBrothers 9,058 6,040 4,422 The Print Group 25,083 15,078 19,683 National Pen 3,698 4,737 6,003 All Other Businesses 9,404 7,732 4,793 Central and corporate costs 1,935 1,623 1,267 Total purchases of property, plant and equipment $ 89,024 $ 54,927 $ 53,772 Year Ended June 30, 2025 2024 2023 Capitalization of software and website development costs: Vista $ 26,572 $ 25,035 $ 22,559 PrintBrothers 3,084 2,192 2,010 The Print Group 5,018 3,681 2,997 National Pen 4,436 4,019 2,913 All Other Businesses 5,859 5,416 4,299 Central and corporate costs 19,124 17,964 23,009 Total capitalization of software and website development costs $ 64,093 $ 58,307 $ 57,787 Enterprise Wide Disclosures: The following table sets forth revenues by significant geographic area: Year Ended June 30, 2025 2024 2022 United States $ 1,488,112 $ 1,467,785 $ 1,407,691 Germany 560,173 532,537 460,516 Other (1) 1,354,794 1,291,534 1,211,420 Total revenue $ 3,403,079 $ 3,291,856 $ 3,079,627 __________________ (1) Our other revenue includes Ireland, our country of domicile. 89 The following table sets forth revenues by groups of similar products and services: Year Ended June 30, 2025 2024 2023 Physical printed products and other (1) $ 3,328,806 $ 3,207,102 $ 2,990,041 Digital products and design services 74,273 84,754 89,586 Total revenue $ 3,403,079 $ 3,291,856 $ 3,079,627 __________________ (1) Other revenue includes miscellaneous items, which account for less than 1% of revenue. The following table sets forth long-lived assets by geographic area: June 30, 2025 June 30, 2024 Long-lived assets (1): United States $ 64,615 $ 77,095 Switzerland 72,971 67,201 Netherlands 67,396 60,974 Canada 66,725 54,848 Italy 41,496 37,380 Germany 37,331 31,656 France 31,095 28,002 Australia 23,915 22,131 Other 112,586 94,162 Total $ 518,130 $ 473,449 ___________________ (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. 15. Leases 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. Our finance leases primarily relate to machinery and plant equipment. Over the past three years, we continually assessed our leased real estate footprint as a facet of our evolving remote-first operating model for many of our employees, which resulted in a decrease to our leased real estate portfolio over this period of time. The following table presents the classification of right-of-use assets and lease liabilities as of June 30, 2025 and 2024. Leases Consolidated Balance Sheet Classification June 30, 2025 June 30, 2024 Assets: Operating right-of-use assets Operating lease assets, net $ 83,951 $ 78,681 Finance right-of-use assets Property, plant, and equipment, net 30,345 26,025 Total lease assets $ 114,296 $ 104,706 Liabilities: Current: Operating lease liabilities Operating lease liabilities, current $ 22,064 $ 19,634 Finance lease liabilities Other current liabilities 9,121 8,323 Non-current: Operating lease liabilities Operating lease liabilities, non-current 66,196 61,895 Finance lease liabilities Other liabilities 24,501 28,037 Total lease liabilities $ 121,882 $ 117,889 90 The following table represents the lease expenses for the years ended June 30, 2025, 2024, and 2023: Year Ended June 30, 2025 2024 2023 Operating lease expense $ 25,648 $ 25,844 $ 30,240 Finance lease expense: Amortization of finance lease assets 5,791 5,300 4,565 Interest on lease liabilities 221 226 205 Variable lease expense 6,181 5,614 6,821 Less: sublease income ( 951 ) ( 904 ) ( 833 ) Net operating and finance lease cost $ 36,890 $ 36,080 $ 40,998 Future minimum lease payments under non-cancelable leases as of June 30, 2025 were as follows: Payments Due by Period Operating lease obligations Finance lease obligations Total lease obligations Less than 1 year $ 26,245 $ 10,332 $ 36,577 2 years 20,870 7,696 28,566 3 years 16,661 5,155 21,816 4 years 12,456 4,307 16,763 5 years 8,282 3,114 11,396 Thereafter 18,877 10,782 29,659 Total 103,391 41,386 144,777 Less: present value discount ( 15,131 ) ( 7,764 ) ( 22,895 ) 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: Lease Term and Discount Rate June 30, 2025 June 30, 2024 Weighted-average remaining lease term (years): Operating leases 5.72 5.90 Finance leases 7.19 7.96 Weighted-average discount rate: Operating leases 6.09 % 5.70 % Finance leases 7.49 % 7.04 % 91 16. Commitments and Contingencies Debt The required principal payments due during the next five fiscal years and thereafter under our outstanding long-term debt obligations at June 30, 2025 are as follows: 2026 $ 13,980 2027 13,427 2028 1,052,077 2029 29 2030 — Thereafter 525,000 Total $ 1,604,513 Supply Chain Finance Programs We facilitate a voluntary supply chain finance program through a financial intermediary, which provides certain suppliers the option to be paid by the financial intermediary earlier than the due date of the applicable invoice. The decision to sell receivables due from us is at the sole discretion of both the suppliers and the financial institution. Our responsibility is limited to making payment on the terms originally negotiated with each supplier, regardless of whether a supplier participates in the program. We are not a party to the agreements between the participating financial institution and the suppliers in connection with the program, we do not receive financial incentives from the suppliers or the financial institution, nor do we reimburse suppliers for any costs they incur for participating in the program. There are no assets pledged as security or other forms of guarantees provided for the committed payment to the financial institution. All unpaid obligations to our supply chain finance provider are included in accounts payable in the consolidated balance sheets, and payments we make under the program are reflected as a reduction to net cash provided by operating activities in the consolidated statements of cash flows. 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 $ 62,848 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 $ 64,854 Purchase Obligations At June 30, 2025, we had unrecorded commitments under contract of $ 391,373 . These commitments consist of third-party cloud services of $ 260,271 ; inventory of $ 78,902 ; software of $ 37,426 ; 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 . 92 Lease Arrangements We lease certain assets, including manufacturing facilities, machinery and plant equipment, and office space under lease agreements. Refer to Note 15 for additional details. Legal Proceedings 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. We expense the costs relating to our legal proceedings as those costs are incurred. 17. Restructuring Charges Restructuring costs include one-time employee termination benefits, acceleration of share-based compensation, write-off of assets, costs to exit loss-making operations, and other related costs including third-party professional and outplacement services. All restructuring costs are excluded from segment and adjusted EBITDA. 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 during the year ended June 30, 2025, primarily included employee termination benefits related to cost reduction actions within our Vista reportable segment that resulted in expense of $ 5,103 . An immaterial amount of restructuring charges were recognized across our National Pen and All Other reportable segment, as well as our Central and corporate costs for similar cost reduction actions. We expect an immaterial amount of restructuring expense during the first half of fiscal year 2026, as part of employee termination benefits that have ongoing service requirements that extend beyond statutorily required minimum periods. During the year ended June 30, 2023, we recognized restructuring charges of $ 43,757 , primarily due to decisions to reduce costs in our Vista business and central teams. For the year ended June 30, 2023, the restructuring charges consisted of $ 28,840 and $ 9,645 in our Vista business for the impairment of assets and central and corporate costs, respectively. In addition, we recognized restructuring charges of $ 1,715 and $ 3,557 in our National Pen and All Other Businesses reportable segments which included employee termination benefits and the write-off of certain assets. The following table summarizes the restructuring activity during the years ended June 30, 2025 and 2024. Severance and Related Benefits Other Restructuring Costs Accrued Restructuring Liability Balance as of June 30, 2023 $ 7,567 $ — $ 7,567 Restructuring charges 386 37 423 Cash payments ( 7,585 ) — ( 7,585 ) Non-cash charges — ( 37 ) ( 37 ) Foreign currency translation 2 — 2 Balance as of June 30, 2024 370 — 370 Restructuring charges 5,490 38 5,528 Cash payments ( 2,820 ) — ( 2,820 ) Non-cash charges — ( 38 ) ( 38 ) Foreign currency translation 50 — 50 Balance as of June 30, 2025 $ 3,090 $ — $ 3,090 93 18. Related Party Transaction 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. 94 Item 9. Changes in and Disagreement with Accountants on Accounting and Financial Disclosure None.