What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-10-30 compared with 2025-05-02 · 204 added, 352 removed, 523 unchanged (52% of the section changed)

2 unchanged sentences

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

September 30,

2025 June 30,

1 unchanged sentence

Cash and cash equivalents $ 200,505 $ 233,982

Marketable securities — 4,500

Accounts receivable, net of allowances of $7,776 and $7,957, respectively

28 unchanged sentences

Shareholders’ deficit:

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

none issued and outstanding

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

13 unchanged sentences

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

Three Months Ended March 31, Nine Months Ended March 31,

2025 2024 2025 2024

Three Months Ended September 30,

Revenue $ 863,277 $ 804,969

6 unchanged sentences

Income from operations 48,971 39,339

Other (expense) income, net ( 9,441 ) ( 3,651 ) 10,745 2,377

Other income (expense), net 3,453 ( 11,492 )

Interest expense, net ( 28,066 ) ( 31,415 )

Gain (loss) on early extinguishment of debt 19 — ( 498 ) 1,721

Income before income taxes 4,124 5,429 83,501 95,169

Gain on early extinguishment of debt — 179

Income (loss) before income taxes 24,358 ( 3,389 )

Income tax expense 17,838 8,995

Net (loss) income ( 8,020 ) ( 5,181 ) 41,211 59,642

Net (income) loss attributable to noncontrolling interests ( 218 ) 1,203 ( 941 ) ( 961 )

Net (loss) income attributable to Cimpress plc $ ( 8,238 ) $ ( 3,978 ) $ 40,270 $ 58,681

Basic net (loss) income per share attributable to Cimpress plc $ ( 0.33 ) $ ( 0.15 ) $ 1.61 $ 2.22

Diluted net (loss) income per share attributable to Cimpress plc $ ( 0.33 ) $ ( 0.15 ) $ 1.56 $ 2.16

Net income (loss) 6,520 ( 12,384 )

Net loss (income) attributable to noncontrolling interests 1,117 ( 165 )

Net income (loss) attributable to Cimpress plc $ 7,637 $ ( 12,549 )

Basic net income (loss) per share attributable to Cimpress plc $ 0.31 $ ( 0.50 )

Diluted net income (loss) per share attributable to Cimpress plc $ 0.30 $ ( 0.50 )

Weighted average shares outstanding — basic 24,574,455 25,167,845

1 unchanged sentence

25,051,742 25,167,845

(1) Share-based compensation expense is allocated as follows:

Three Months Ended March 31, Nine Months Ended March 31,

____________________________________________

(1) Share-based compensation expense is allocated as follows:

Three Months Ended September 30,

Cost of revenue $ 211 $ 223

3 unchanged sentences

See accompanying notes.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(unaudited in thousands)

Three Months Ended March 31, Nine Months Ended March 31,

2025 2024 2025 2024

Net (loss) income $ ( 8,020 ) $ ( 5,181 ) $ 41,211 $ 59,642

Other comprehensive income, net of tax:

Foreign currency translation gains (losses), net of hedges 4,797 1,394 ( 10,384 ) ( 4,446 )

Net unrealized (losses) gains on derivative instruments designated and qualifying as cash flow hedges ( 1,202 ) 7,051 ( 2,388 ) 4,459

Amounts reclassified from accumulated other comprehensive loss to net (loss) income for derivative instruments ( 3,233 ) ( 2,772 ) ( 2,664 ) ( 6,265 )

Comprehensive (loss) income ( 7,658 ) 492 25,775 53,390

Comprehensive (income) loss attributable to noncontrolling interests ( 454 ) 1,450 ( 977 ) ( 952 )

Total comprehensive (loss) income attributable to Cimpress plc $ ( 8,112 ) $ 1,942 $ 24,798 $ 52,438

Three Months Ended September 30,

Net income (loss) $ 6,520 $ ( 12,384 )

Other comprehensive income (loss), net of tax:

Foreign currency translation (losses) gains, net of hedges ( 523 ) 6,712

Net unrealized gains (losses) on derivative instruments designated and qualifying as cash flow hedges 291 ( 8,399 )

Amounts reclassified from accumulated other comprehensive loss to net income (loss) for derivative instruments ( 720 ) 284

Comprehensive income (loss) 5,568 ( 13,787 )

Comprehensive loss (income) attributable to noncontrolling interests 1,113 ( 558 )

Total comprehensive income (loss) attributable to Cimpress plc $ 6,681 $ ( 14,345 )

See accompanying notes.

10 unchanged sentences

Issuance of ordinary shares due to share option exercises, net of shares withheld for taxes 22 — — — 1,000 — — 1,000

Share-based awards vested, net of shares withheld for taxes 236 — — — ( 8,403 ) — — ( 8,403 )

Share-based compensation expense — — — — 12,621 — — 12,621

Net income attributable to Cimpress plc — — — — — 4,554 — 4,554

Redeemable noncontrolling interest accretion to redemption value — — — — — ( 330 ) — ( 330 )

Net unrealized gain on derivative instruments designated and qualifying as cash flow hedges — — — — — — 4,131 4,131

Foreign currency translation, net of hedges — — — — — — ( 3,693 ) ( 3,693 )

Balance at September 30, 2023 44,554 $ 615 ( 17,971 ) $ ( 1,363,550 ) $ 543,754 $ 239,620 $ ( 34,622 ) $ ( 614,183 )

Issuance of ordinary shares due to share option exercises, net of shares withheld for taxes — — — — 6 — — 6

Share-based awards vested, net of shares withheld for taxes 50 6 — — ( 1,792 ) — — ( 1,786 )

Share-based compensation expense — — — — 18,051 — — 18,051

Net income attributable to Cimpress plc — — — — — 58,105 — 58,105

Redeemable noncontrolling interest accretion to redemption value — — — — — ( 135 ) — ( 135 )

Net unrealized loss on derivative instruments designated and qualifying as cash flow hedges — — — — — — ( 10,216 ) ( 10,216 )

Foreign currency translation, net of hedges — — — — — — ( 2,385 ) ( 2,385 )

Balance at December 31, 2023 44,604 $ 621 ( 17,971 ) $ ( 1,363,550 ) $ 560,019 $ 297,590 $ ( 47,223 ) $ ( 552,543 )

See accompanying notes.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT (CONTINUED)

(unaudited in thousands)

Ordinary Shares Treasury Shares

Issued Amount Number

Shares Issued Amount Additional

Capital Retained

Earnings Accumulated Other

Comprehensive

Shareholders’

Balance at December 31, 2023 44,604 $ 621 ( 17,971 ) $ ( 1,363,550 ) $ 560,019 $ 297,590 $ ( 47,223 ) $ ( 552,543 )

Issuance of ordinary shares due to share option exercises, net of shares withheld for taxes 15 — — — 687 — — 687

Purchase and retirement of ordinary shares ( 1,086 ) ( 12 ) — — ( 13,659 ) ( 87,058 ) — ( 100,729 )

Share-based awards vested, net of shares withheld for taxes 79 1 — — ( 3,882 ) — — ( 3,881 )

Share-based compensation expense — — — — 18,765 — — 18,765

Net loss attributable to Cimpress plc — — — — — ( 3,978 ) — ( 3,978 )

Redeemable noncontrolling interest accretion to redemption value — — — — — ( 259 ) — ( 259 )

Net unrealized gain on derivative instruments designated and qualifying as cash flow hedges — — — — — — 4,279 4,279

Foreign currency translation, net of hedges — — — — — — 1,641 1,641

Balance at March 31, 2024 43,612 $ 610 ( 17,971 ) $ ( 1,363,550 ) $ 561,930 $ 206,295 $ ( 41,303 ) $ ( 636,018 )

See accompanying notes.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT (CONTINUED)

(unaudited in thousands)

Ordinary Shares Treasury Shares

Issued Amount Number

Shares Issued Amount Additional

Capital Retained

Earnings Accumulated Other

Comprehensive

Shareholders’

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 22 — — — 1,000 — — 1,000

Purchase and cancellation of ordinary shares ( 123 ) ( 1 ) — — ( 1,713 ) ( 8,906 ) — ( 10,620 )

6 unchanged sentences

Balance at September 30, 2024 43,232 $ 606 ( 17,971 ) $ ( 1,363,550 ) $ 573,192 $ 250,923 $ ( 32,160 ) $ ( 570,989 )

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

Issuance of ordinary shares due to share option exercises, net of shares withheld for taxes 11 — — — 508 — — 508

Purchase and cancellation of ordinary shares ( 45 ) ( 1 ) — — ( 674 ) ( 2,051 ) — ( 2,726 )

Share-based awards vested, net of shares withheld for taxes 84 1 — — ( 3,823 ) — — ( 3,822 )

Restricted and performance share units vested, net of shares withheld for taxes 224 4 — — ( 6,707 ) — — ( 6,703 )

Share-based compensation expense — — — — 14,474 — — 14,474

Net income attributable to Cimpress plc — — — — — 7,637 — 7,637

Redeemable noncontrolling interest accretion to redemption value — — — — — 591 — 591

Net unrealized gain on derivative instruments designated and qualifying as cash flow hedges — — — — — — 7,498 7,498

Foreign currency translation, net of hedges — — — — — — ( 21,300 ) ( 21,300 )

Balance at December 31, 2024 42,789 $ 601 ( 17,971 ) $ ( 1,363,550 ) $ 576,881 $ 277,562 $ ( 45,962 ) $ ( 554,468 )

See accompanying notes.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT (CONTINUED)

(unaudited in thousands)

Ordinary Shares Treasury Shares

Issued Amount Number

Shares Issued Amount Additional

Capital Retained

Earnings Accumulated Other

Comprehensive

Shareholders’

Balance at December 31, 2024 42,789 $ 601 ( 17,971 ) $ ( 1,363,550 ) $ 576,881 $ 277,562 $ ( 45,962 ) $ ( 554,468 )

Issuance of ordinary shares due to share option exercises, net of shares withheld for taxes — — — — 6 — — 6

Purchase and cancellation of ordinary shares ( 57 ) — — — ( 802 ) ( 3,145 ) — ( 3,947 )

Share-based awards vested, net of shares withheld for taxes 110 1 — — ( 3,148 ) — — ( 3,147 )

Share-based compensation expense — — — — 12,153 — — 12,153

Net loss attributable to Cimpress plc — — — — — ( 8,238 ) — ( 8,238 )

Net unrealized gain on derivative instruments designated and qualifying as cash flow hedges — — — — — — ( 4,435 ) ( 4,435 )

Net unrealized loss on derivative instruments designated and qualifying as cash flow hedges — — — — — — ( 429 ) ( 429 )

Foreign currency translation, net of hedges — — — — — — ( 527 ) ( 527 )

Balance at March 31, 2025 42,842 $ 602 ( 17,971 ) $ ( 1,363,550 ) $ 585,090 $ 266,179 $ ( 45,836 ) $ ( 557,515 )

Balance at September 30, 2025 42,639 $ 600 ( 17,971 ) $ ( 1,363,550 ) $ 599,916 $ 230,703 $ ( 38,925 ) $ ( 571,256 )

See accompanying notes.

1 unchanged sentence

(unaudited in thousands)

Nine Months Ended March 31,

Three Months Ended September 30,

Operating activities

Net income $ 41,211 $ 59,642

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

Net income (loss) $ 6,520 $ ( 12,384 )

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

Depreciation and amortization 36,618 35,546

1 unchanged sentence

Deferred taxes 2,772 2,951

Loss (gain) on early extinguishment of debt

123 ( 1,721 )

Unrealized loss (gain) on derivatives not designated as hedging instruments included in net income 6,761 ( 4,552 )

Gain on early extinguishment of debt — ( 260 )

Unrealized (gain) loss on derivatives not designated as hedging instruments included in net income (loss) ( 6,143 ) 18,337

Effect of exchange rate changes on monetary assets and liabilities denominated in non-functional currency ( 1,533 ) ( 10,370 )

9 unchanged sentences

Purchases of property, plant and equipment ( 26,353 ) ( 17,001 )

Business acquisitions, net of cash acquired ( 658 ) —

Capitalization of software and website development costs ( 17,286 ) ( 14,571 )

1 unchanged sentence

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

Proceeds from the settlement of derivatives designated as hedging instruments

Net cash used in investing activities ( 42,818 ) ( 25,502 )

7 unchanged sentences

Payments of finance lease obligations ( 2,001 ) ( 1,950 )

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

Purchase of ordinary shares ( 2,726 ) ( 10,620 )

4 unchanged sentences

Effect of exchange rate changes on cash ( 1,062 ) 5,710

Net (decrease) increase in cash and cash equivalents ( 20,778 ) 24,025

Net decrease in cash and cash equivalents ( 33,477 ) ( 50,824 )

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

3 unchanged sentences

(unaudited in thousands)

Nine Months Ended March 31,

Three Months Ended September 30,

Supplemental disclosures of cash flow information

2 unchanged sentences

Cash received for interest

Cash paid for income taxes 21,006 39,307

Cash paid (received) for income taxes 12,813 ( 1,829 )

Non-cash investing and financing activities

6 unchanged sentences

Description of the Business

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

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

14 unchanged sentences

Ordinary Shares

During the nine months ended March 31, 2025, we repurchased 714,667 of our ordinary shares on the open market and through privately negotiated transactions for $ 56,934 .

The repurchased shares were immediately cancelled after repurchase and therefore have been classified as authorized and unissued shares as of March 31, 2025.

During the three months ended September 30, 2025, we repurchased 45,000 of our ordinary shares on the open market for $ 2,726 .

The repurchased shares were immediately cancelled after repurchase and therefore have been classified as authorized and unissued shares as of September 30, 2025.

Subsidiary Equity Option Awards

During the second quarter of fiscal 2025, we granted subsidiary-level option awards, which provide 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.

During the second quarter of fiscal 2025, we granted subsidiary-level option awards, which provide the founders 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.

During the three and nine months ended March 31, 2025, we recognized $ 562 of share-based compensation expense within general and administrative expense in our consolidated statement of operations related to these awards.

Other (Expense) Income, Net

No material expense was recognized for any period presented.

Other Income (Expense), Net

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

Three Months Ended March 31, Nine Months Ended March 31,

Three Months Ended September 30,

Gains (losses) on derivatives not designated as hedging instruments (1)

$ 3,451 $ ( 20,569 )

(Losses) gains on derivatives not designated as hedging instruments (1) $ ( 14,640 ) $ 9,071 $ ( 1,577 ) $ 3,715

Currency-related gains (losses), net (2) 5,131 ( 12,434 ) 11,691 ( 2,071 )

Other gains (losses) 68 ( 288 ) 631 733

Total other (expense) income, net $ ( 9,441 ) $ ( 3,651 ) $ 10,745 $ 2,377

Currency-related (losses) gains, net (2)

( 181 ) 8,667

Total other income (expense), net

$ 3,453 $ ( 11,492 )

_____________________

(1) Includes realized and unrealized gains and losses on derivative currency forward and option contracts not designated as hedging instruments.

For contracts not designated as hedging instruments, we realized gains of $ 4,434 and $ 5,183 for the three and nine months ended March 31, 2025, respectively, and losses of $ 349 and $ 838 for the three and nine months ended March 31, 2024, respectively.

For contracts not designated as hedging instruments, we realized losses of $ 2,692 and $ 2,232 for the three months ended September 30, 2025 and 2024, respectively.

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 the three and nine months ended March 31, 2024, we recognized gains of $ 1,748 and $ 1,454 , respectively, on a cross-currency swap designated as a cash flow hedge which hedges the remeasurement of an intercompany loan.

We did not hold any cross-currency swap contracts that were designated as cash flow hedges during the three and nine months ended March 31, 2025.

Refer to Note 4 for additional details regarding our cash flow hedges.

Net (Loss) Income Per Share Attributable to Cimpress plc

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

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

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

Net Income (Loss) Per Share Attributable to Cimpress plc

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

Diluted net income (loss) per share attributable to Cimpress plc gives effect to all potentially dilutive securities, including share options, restricted share units (“RSUs”), performance share units ("PSUs"), and warrants, 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.

Three Months Ended March 31, Nine Months Ended March 31,

2025 2024 2025 2024

Three Months Ended September 30,

Weighted-average shares outstanding, basic

1 unchanged sentence

Weighted-average shares issuable upon exercise/vesting of outstanding share options/PSUs/RSUs/warrants (1)(2)

Shares used in computing diluted net (loss) income per share attributable to Cimpress plc 24,834,409 26,216,216 25,841,781 27,143,619

Weighted average anti-dilutive shares excluded from diluted net (loss) income per share attributable to Cimpress plc (1)(2)

Shares used in computing diluted net income (loss) per share attributable to Cimpress plc 25,051,742 25,167,845

Weighted-average anti-dilutive shares excluded from diluted net income (loss) per share attributable to Cimpress plc (1)(2)

1,955,243 1,224,628

2 unchanged sentences

(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 three months ended March 31, 2025, the average share price was below the strike price for the quarter;

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

The weighted average anti-dilutive effect of the warrants for the three months ended March 31, 2025 and 2024 was 1,055,377 and 309,000 (anti-dilutive due to our net loss position), respectively, and the weighted average dilutive effect of the warrants for the nine months ended March 31, 2025 and 2024 was 196,438 and 184,608 , respectively.

For the three months ended September 30, 2025, the average share price was below the strike price for the quarter;

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

For the three months ended September 30, 2024, the average market price of our ordinary shares was higher than the strike price of the warrants, and the weighted-average anti-dilutive effect of the warrants (anti-dilutive due to our net loss position) was 341,158 .

Recently Issued or Adopted Accounting Pronouncements

3 unchanged sentences

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

The expanded disclosure requirements will be

effective starting with our annual report for the fiscal year ending June 30, 2028, as well as each interim period thereafter.

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

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

3 unchanged sentences

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

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

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.

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

We will include all required disclosures in our upcoming annual report under the retrospective transition method for the fiscal year ending June 30, 2025.

Fair Value Measurements

7 unchanged sentences

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.

March 31, 2025

September 30, 2025

Total Quoted Prices in

17 unchanged sentences

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

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

Currency forward contracts 1,191 — 1,191 —

Currency option contracts 137 — 137 —

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

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

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

1 unchanged sentence

Total liabilities recorded at fair value $ ( 70,312 ) $ — $ ( 70,312 ) $ —

During the nine months ended March 31, 2025, and the year ended June 30, 2024, there were no significant transfers in or out of Level 1, Level 2, and Level 3 classifications.

During the three months ended September 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.

3 unchanged sentences

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 March 31, 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.

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

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

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

As of March 31, 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 the three and nine months ended March 31, 2025 and 2024.

June 30, 2024

Amortized cost Unrealized losses Fair value

Due within one year or less:

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

government securities 3,000 ( 4 ) 2,996

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

As of March 31, 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 March 31, 2025 and June 30, 2024, the carrying value of our debt, excluding debt issuance costs and debt premiums and discounts, was $ 1,607,728 and $ 1,616,607 , respectively, and the fair value was $ 1,568,896 and $ 1,617,364 ,

respectively.

Our debt at March 31, 2025 includes variable-rate debt instruments indexed to Term SOFR that reset periodically, as well as fixed-rate debt instruments.

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

As of September 30, 2025 and June 30, 2025, the carrying value of our debt, excluding debt issuance costs and debt premiums and discounts, was $ 1,600,870 and $ 1,604,513 , respectively, and the fair value was $ 1,601,419 and $ 1,582,599 , respectively.

Our debt at September 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.

6 unchanged sentences

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

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

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

Hedges of Interest Rate Risk

5 unchanged sentences

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 March 31, 2025, we estimate that $ 2,818 of income will be reclassified from accumulated other comprehensive loss to interest expense, net during the twelve months ending March 31, 2026.

As of March 31, 2025, we had nine effective outstanding interest rate swap contracts that were indexed to Term or Daily SOFR.

As of September 30, 2025, we estimate that $ 3,273 of income will be reclassified from accumulated other comprehensive loss to interest expense, net during the twelve months ending September 30, 2026.

As of September 30, 2025, we had seven 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.

1 unchanged sentence

Notional Amounts

Contracts accruing interest as of March 31, 2025 (1)

Contracts accruing interest as of September 30, 2025 (1)

Contracts with a future start date 240,000

1 unchanged sentence

________________________

(1) Based on contracts outstanding as of March 31, 2025, the notional value of our contracted interest rate swaps accruing interest will fluctuate between $215,000 and $380,000 through April 2028 based on layered start dates and maturities.

(1) Based on contracts outstanding as of September 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

5 unchanged sentences

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

As of March 31, 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.

As of September 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.

7 unchanged sentences

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

During the three and nine months ended March 31, 2025 and 2024, we experienced volatility within other (expense) income, net, in our consolidated statements of operations from unrealized gains and losses on the mark-to-market of outstanding currency forward and option contracts.

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

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

5 unchanged sentences

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.

As of March 31, 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.

As of September 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

$ 777,298 June 2023 through March 2025 Various dates through June 2027 632 Various

$ 863,991 December 2023 through September 2025 Various dates through September 2027 635 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 March 31, 2025 and June 30, 2024.

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

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

March 31, 2025

September 30, 2025

Asset Derivatives Liability Derivatives

5 unchanged sentences

Cross-currency swap Other assets — — — Other liabilities ( 31,032 ) — ( 31,032 )

Currency forward contracts Other assets 57 — 57 Other liabilities — — —

Total derivatives designated as hedging instruments $ 8,783 $ ( 126 ) $ 8,657 $ ( 31,032 ) $ — $ ( 31,032 )

8 unchanged sentences

Derivatives in cash flow hedging relationships

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

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

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

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

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

The following table presents the effect of our derivative financial instruments designated as hedging instruments and their classification within comprehensive loss, net of tax, for the three and nine months ended March 31, 2025 and 2024.

Three Months Ended March 31, Nine Months Ended March 31,

2025 2024 2025 2024

Three Months Ended September 30,

Derivatives in cash flow hedging relationships

Interest rate swaps $ 291 $ ( 8,399 )

Cross-currency swap — 1,428 — 786

Derivatives in net investment hedging relationships

Cross-currency swaps 950 —

Intercompany loan

— 4,985 615 1,441

Currency forward contracts 205 —

Total $ 1,446 $ ( 10,528 )

The following table presents reclassifications out of accumulated other comprehensive loss for the three and nine months ended March 31, 2025 and 2024.

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

Affected line item in the

The following table presents reclassifications out of accumulated other comprehensive loss for the three months ended September 30, 2025 and 2024.

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

Statement of Operations

Three Months Ended March 31, Nine Months Ended March 31,

2025 2024 2025 2024

Three Months Ended September 30,

Derivatives in cash flow hedging relationships

Interest rate swaps $ ( 882 ) $ 321 Interest expense, net

Cross-currency swap

— ( 1,748 ) — ( 1,454 ) Other (expense) income, net

Total before income tax ( 3,879 ) ( 3,378 ) ( 3,236 ) ( 7,580 ) Income before income taxes

Total before income tax ( 882 ) 321 Income (loss) before income taxes

Income tax 162 ( 37 ) Income tax expense

Total $ ( 720 ) $ 284

The following table presents the adjustment to fair value recorded within the consolidated statements of operations for the three and nine months ended March 31, 2025 and 2024 for derivative instruments for which we did not elect hedge accounting.

Amount of (Loss) Gain Recognized in Net Income

Affected line item in the

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

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

Statement of Operations

Three Months Ended March 31, Nine Months Ended March 31,

2025 2024 2025 2024

Currency contracts $ ( 14,640 ) $ 9,071 $ ( 1,577 ) $ 3,715 Other (expense) income, net

Three Months Ended September 30,

Currency contracts $ 3,451 $ ( 20,569 ) Other income (expense), net

Total $ 3,451 $ ( 20,569 )

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 $ 240 , for the nine months ended March 31, 2025 :

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

The following table presents a roll forward of amounts recognized in accumulated other comprehensive loss by component, net of tax of $( 35 ), for the three months ended September 30, 2025 :

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, 2025

1 unchanged sentence

Other comprehensive loss before reclassifications 291 — ( 527 ) ( 236 )

Amounts reclassified from accumulated other comprehensive loss to net (loss) income

( 2,664 ) — — ( 2,664 )

Amounts reclassified from accumulated other comprehensive loss to net income (loss) ( 720 ) — — ( 720 )

Net current period other comprehensive loss ( 429 ) — ( 527 ) ( 956 )

Balance as of March 31, 2025

Balance as of September 30, 2025

$ 2,840 $ ( 1,165 ) $ ( 40,600 ) $ ( 38,925 )

1 unchanged sentence

(1) Gains on cash flow hedges include our interest rate swap contracts designated in cash flow hedging relationships.

(2) As of March 31, 2025 and June 30, 2024, the translation adjustment is inclusive of both the realized and unrealized effects of our net investment hedges.

Gains on currency forward and cross-currency swap contracts designated as net investment hedges, net of tax, of $ 14,166 and $ 15,042 have been included in accumulated other comprehensive loss as of March 31, 2025 and June 30, 2024, respectively.

Intercompany loan hedge gains, net of tax, of $ 42,159 and $ 48,270 have been included in accumulated other comprehensive loss as of March 31, 2025 and June 30, 2024, respectively.

The carrying amount of goodwill by reportable segment as of March 31, 2025 and June 30, 2024 was as follows:

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

Gains (losses) on currency forward and cross-currency swap contracts designated as net investment hedges, net of tax, of $ 8,251 and $( 9,406 ) have been included in accumulated other comprehensive loss as of September 30, 2025 and June 30, 2025, respectively.

Intercompany loan hedge gains, net of tax, which is associated with a previously settled loan of $ 42,159 have been included in accumulated other comprehensive loss for both periods presented.

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

Vista PrintBrothers The Print Group All Other Businesses Total

1 unchanged sentence

$ 304,806 $ 164,780 $ 161,649 $ 194,921 $ 826,156

Acquisitions (1) — 1,121 — — 1,121

Effect of currency translation adjustments (1) 81 68 58 — 207

Balance as of March 31, 2025

Balance as of September 30, 2025

$ 304,887 $ 164,848 $ 161,707 $ 194,921 $ 826,363

________________________

(1) During the current quarter, we completed the acquisition of a small business that is part of our PrintBrothers reportable segment, which resulted in the recognition of goodwill of $1,121.

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

1 unchanged sentence

Accrued expenses included the following:

March 31, 2025 June 30, 2024

September 30, 2025 June 30, 2025

Compensation costs $ 88,629 $ 87,781

4 unchanged sentences

Variable compensation incentives 9,575 12,416

Sales returns

Interest payable 2,779 12,346

Sales returns

Professional fees 3,108 3,061

Restructuring costs 1,232 3,090

Other 65,357 58,069

Total accrued expenses $ 308,496 $ 304,085

______________________

(1) The increase in advertising costs is due in part to the timing of invoice receipts which resulted in higher accruals at March 31, 2025, as compared to accounts payable at June 30, 2024 .

Other current liabilities included the following:

March 31, 2025 June 30, 2024

September 30, 2025 June 30, 2025

Short-term derivative liabilities $ 18,014 $ 20,969

Mandatorily redeemable noncontrolling interest 10,677 10,673

Current portion of finance lease obligations 9,075 9,121

Short-term derivative liabilities 4,564 4,833

Other 2,577 2,580

1 unchanged sentence

Other liabilities included the following:

March 31, 2025 June 30, 2024

September 30, 2025 June 30, 2025

Long-term derivative liabilities $ 47,455 $ 52,089

Long-term finance lease obligations 24,589 24,501

Long-term compensation incentives 9,939 16,919

Long-term derivative liabilities (1)

Mandatorily redeemable noncontrolling interest (2)

Other 14,257 13,737

Total other liabilities $ 96,240 $ 107,246

________________________

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

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

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

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

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

March 31, 2025 June 30, 2024

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

September 30, 2025 June 30, 2025

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

6 unchanged sentences

_____________________

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

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

(2) Balances as of March 31, 2025 and June 30, 2024 are inclusive of short-term debt issuance costs, debt premiums and discounts of $ 4,902 and $ 3,492 , respectively.

(1) Balances as of September 30, 2025 and June 30, 2025 are inclusive of short-term debt issuance costs, debt premiums and discounts of $ 4,895 for both periods presented.

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

As of March 31, 2025, we were in compliance with all covenants in those debt contracts, including our amended and restated senior secured credit agreement dated as of May 17, 2021 (as further amended from time to time, the "Restated Credit Agreement") and the indenture governing our 2032 Notes.

As of September 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 7.375% senior unsecured notes due September 15, 2032 (the "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 nine months ended March 31, 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 March 31, 2025:

• a $ 1,075,520 USD Tranche that bears interest at Term SOFR (with a Term SOFR rate floor of 0.50 %) plus 2.50 %, and

On December 16, 2024, we entered into a Restated Credit Agreement which consists of the following as of September 30, 2025:

• a $ 1,070,116 USD Tranche that bears interest at Term SOFR (with a Term SOFR rate floor of 0.50 %) plus 2.50%, which amortizes over the loan period, with a final maturity date of May 17, 2028, 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.

4 unchanged sentences

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

In addition, if any loans made under the Revolving Credit Facility are outstanding on the last day of any fiscal quarter,

then we are subject to a financial maintenance covenant that the First Lien Leverage Ratio calculated as of the last day of such quarter does not exceed 3.25 to 1.00 .

As of March 31, 2025, the weighted-average interest rate on outstanding borrowings under the Restated Credit Agreement was 6.44 %, inclusive of interest rate swap rates.

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 September 30, 2025, the weighted-average interest rate on outstanding borrowings under the Restated Credit Agreement was 6.26 %, 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.

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 nine months ended March 31, 2025, we recognized a gain on the extinguishment of debt as part of this refinancing of $ 338 .

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.

We have issued $ 525,000 in 7.375% Senior Notes due 2032 ("2032 Notes"), which are unsecured.

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

As of September 30, 2025, we have not redeemed any of the 2032 Notes.

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

As of March 31, 2025 and June 30, 2024, we had $ 7,208 and $ 9,845 , respectively, outstanding for those obligations that are payable through September 2027.

Our income tax expense was $ 12,144 and $ 42,290 for the three and nine months ended March 31, 2025, respectively, as compared to $ 10,610 and $ 35,527 for the three and nine months ended March 31, 2024,

respectively.

Income tax expense increased versus the prior comparative periods due to an increased full-year forecasted effective tax rate.

Excluding the effect of discrete tax adjustments, our estimated annual effective tax rate is higher for fiscal year 2025 than for fiscal year 2024 primarily due to increased Swiss tax as the prior comparative periods had a full valuation allowance in Switzerland, which was partially released in the quarter ended June 30, 2024.

As of September 30, 2025 and June 30, 2025, we had $ 5,754 and $ 6,695 , respectively, outstanding for those obligations that are payable through September 2028.

Our income tax expense was $ 17,838 and $ 8,995 for the three months ended September 30, 2025 and 2024, respectively.

Income tax expense increased versus the prior comparative period primarily due to increased income (loss) before income taxes and various immaterial discrete items in both periods.

O ur effective tax rate continues to be negatively impacted by losses in certain jurisdictions where we are unable to recognize a tax benefit in the current period.

These losses with no tax benefit were excluded in calculating income tax expense for the three and nine months ended March 31, 2025 and 2024, in accordance with GAAP.

These losses with no tax benefit were excluded in calculating income tax expense for the three months ended September 30, 2025 and 2024, in accordance with GAAP.

We continuously analyze our valuation allowance positions and the weight of objective and verifiable evidence of actual results against the more subjective evidence of anticipated future income.

As of March 31, 2025 we had unrecognized tax benefits of $ 17,751 , including accrued interest and penalties of $ 2,476 .

As of September 30, 2025, we had unrecognized tax benefits of $ 12,720 , including accrued interest and penalties of $ 19 .

We recognize interest and, if applicable, penalties related to unrecognized tax benefits in the provision for income taxes.

8 unchanged sentences

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

On July 4, 2025, the U.S.

enacted the One Big Beautiful Bill Act ("the Act"), which, among other provisions, makes permanent certain measures originally enacted under the Tax Cuts and Jobs Act of 2017 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).

The Act did not have a material impact on our financial statements.

Noncontrolling Interests

5 unchanged sentences

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

Acquisition of noncontrolling interest (1) 866 —

Accretion to redemption value recognized in retained earnings (2) ( 88 ) —

Net income attributable to noncontrolling interests 647 294

Purchase of noncontrolling interest (3) ( 4,579 ) —

Net loss attributable to noncontrolling interests ( 692 ) ( 425 )

Foreign currency translation 5 ( 1 )

Balance as of March 31, 2025

Balance as of September 30, 2025 (1)

$ 18,370 $ 561

_________________

(1) During the current quarter, we completed the acquisition of an immaterial business that is part of our PrintBrothers reportable segment.

(2) 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.

(3) During the second quarter of 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 $ 4,059 of cash paid at closing, and $ 520 of a deferred payment that is payable in fiscal year 2029.

(1) During October 2025, the minority equity interest holders for one of our smaller businesses within the PrintBrothers reportable segment exercised their put option, which will require us to purchase their outstanding equity interest during the second quarter of fiscal 2026 for approximately $ 10,267 .

Segment Information

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

As of March 31, 2025, we have numerous operating segments under our management reporting structure which are reported in the following five reportable segments:

As of September 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.

10 unchanged sentences

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The change is intended to drive efficiencies through those functions.

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

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

2 unchanged sentences

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

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

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

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

1 unchanged sentence

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.

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.

5 unchanged sentences

The following tables set forth revenue by reportable segment, as well as disaggregation of revenue by major geographic region and reportable segment.

Three Months Ended March 31, Nine Months Ended March 31,

Three Months Ended September 30,

2025 2024 (1)

10 unchanged sentences

Inter-segment eliminations (2) ( 38,004 ) ( 20,063 )

( 25,912 ) ( 12,295 ) ( 68,881 ) ( 33,708 )

Total consolidated revenue $ 863,277 $ 804,969

_____________________

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

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

Refer to the discussion above for further details.

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

Three Months Ended March 31, 2025

Vista PrintBrothers The Print Group National Pen All Other Total

Revenue by Geographic Region:

North America $ 301,789 $ — $ — $ 49,708 $ 35,781 $ 387,278

Europe 105,425 155,015 82,623 29,586 27 372,676

Other 22,775 — — 1,134 5,605 29,514

Inter-segment 662 966 6,725 7,871 9,688 25,912

Total segment revenue 430,651 155,981 89,348 88,299 51,101 815,380

inter-segment elimination ( 662 ) ( 966 ) ( 6,725 ) ( 7,871 ) ( 9,688 ) ( 25,912 )

Total external revenue $ 429,989 $ 155,015 $ 82,623 $ 80,428 $ 41,413 $ 789,468

Nine Months Ended March 31, 2025

Vista PrintBrothers The Print Group National Pen All Other Total

Revenue by Geographic Region:

North America $ 937,502 $ — $ — $ 160,481 $ 124,879 $ 1,222,862

Europe 341,934 487,820 255,542 126,295 53 1,211,644

Other 76,167 — — 4,100 18,823 99,090

Inter-segment 2,219 3,084 16,506 22,250 24,822 68,881

Total segment revenue 1,357,822 490,904 272,048 313,126 168,577 2,602,477

inter-segment elimination ( 2,219 ) ( 3,084 ) ( 16,506 ) ( 22,250 ) ( 24,822 ) ( 68,881 )

Total external revenue $ 1,355,603 $ 487,820 $ 255,542 $ 290,876 $ 143,755 $ 2,533,596

Three Months Ended March 31, 2024

Three Months Ended September 30, 2025

Vista PrintBrothers The Print Group National Pen All Other Total

6 unchanged sentences

inter-segment elimination ( 1,452 ) ( 3,262 ) ( 10,549 ) ( 11,174 ) ( 11,567 ) ( 38,004 )

( 448 ) ( 1,125 ) ( 1,561 ) ( 6,536 ) ( 2,625 ) ( 12,295 )

Total external revenue $ 453,457 $ 181,449 $ 86,161 $ 92,035 $ 50,175 $ 863,277

Nine Months Ended March 31, 2024

Three Months Ended September 30, 2024

Vista PrintBrothers The Print Group National Pen All Other Total

9 unchanged sentences

_____________________

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

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

Refer to the discussion above for further details.

The following table includes segment EBITDA by reportable segment, total income from operations and total income before income taxes:

Three Months Ended March 31, Nine Months Ended March 31,

2025 2024 (1) 2025 2024 (1)

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 three months ended September 30, 2025 and 2024.

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

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

Three Months Ended September 30, 2025

Vista PrintBrothers The Print Group National Pen All Other

Total segment revenue (1) $ 454,909 $ 184,711 $ 96,710 $ 103,209 $ 61,742

Cost of revenue (1) 201,921 132,136 61,031 53,362 34,185

Segment gross profit 252,988 52,575 35,679 49,847 27,557

Advertising expenses 66,504 6,009 6,100 26,596 10,574

Other operating expenses (2) 111,171 25,322 16,110 28,727 12,314

Depreciation and amortization 14,297 3,571 5,541 3,026 4,398

Other segment items (3) 376 924 ( 339 ) 58 13

Segment EBITDA (4) $ 89,986 $ 25,739 $ 18,671 $ ( 2,392 ) $ 9,080

$ 78,100 $ 76,834 $ 247,370 $ 263,282

PrintBrothers

Three Months Ended September 30, 2024

Vista PrintBrothers The Print Group National Pen All Other

Total segment revenue (1) $ 429,576 $ 160,424 $ 84,202 $ 93,590 $ 57,240

Cost of revenue (1) 192,037 115,233 52,090 43,653 31,294

Segment gross profit

237,539 45,191 32,112 49,937 25,946

The Print Group

Advertising expenses

65,128 5,371 5,618 27,680 10,234

Other operating expenses (2) 104,861 23,089 12,483 30,075 13,604

Depreciation and amortization

13,047 3,475 5,211 3,246 4,647

All Other Businesses

Other segment items (3) 545 ( 12 ) ( 1,160 ) — 107

Segment EBITDA (4) $ 81,142 $ 20,194 $ 18,062 $ ( 4,572 ) $ 6,862

__________________

Inter-segment elimination

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

Refer to the discussion above for further details.

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

(3) 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.

(4) For the three months ended September 30, 2025 and 2024 total segment EBITDA was $ 141,084 and $ 121,688 , 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:

Three Months Ended September 30,

2025 2024 (1)

Total Segment EBITDA

$ 141,084 $ 121,688

Central and corporate costs

( 38,635 ) ( 38,859 )

Elimination (2) ( 15,835 ) 1 ( 8,459 )

Depreciation and amortization (3) ( 36,618 ) ( 35,546 )

Certain impairment and other adjustments

Restructuring-related charges

Certain impairments and other adjustments ( 2,369 ) 328 ( 2,938 ) ( 786 )

( 298 ) ( 99 )

Total income from operations

48,971 39,339

Other (expense) income, net ( 9,441 ) ( 3,651 ) 10,745 2,377

Other income (expense), net 3,453 ( 11,492 )

Interest Expense, net

Gain (loss) on early extinguishment of debt 19 — ( 498 ) 1,721

Income before income taxes $ 4,124 $ 5,429 $ 83,501 $ 95,169

( 28,066 ) ( 31,415 )

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

Refer to the discussion above for further details.

Three Months Ended March 31, Nine Months Ended March 31,

2025 2024 2025 2024

Depreciation and amortization:

Vista $ 13,013 $ 13,040 $ 39,164 $ 41,091

PrintBrothers 3,107 3,789 9,973 11,702

The Print Group 4,600 6,184 14,700 18,006

National Pen 3,113 3,228 9,547 13,408

All Other Businesses 4,936 4,604 14,326 13,660

Central and corporate costs 5,531 6,227 17,347 18,236

Total depreciation and amortization $ 34,300 $ 37,072 $ 105,057 $ 116,103

Three Months Ended March 31, Nine Months Ended March 31,

Gain on early extinguishment of debt

Income (loss) before income taxes

$ 24,358 $ ( 3,389 )

Refer to the discussion above for further details.

(2) Includes the elimination of inter-segment profit that relates to cross-Cimpress transactions, in which the merchant business is cross charged the variable 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 regarding our updated methodology for inter-segment transactions for additional details.

(3) For the three months ended September 30, 2025 and 2024, depreciation and amortization includes costs within our central and corporate costs of $ 5,785 and $ 5,920 , respectively.

Three Months Ended September 30,

Purchases of property, plant and equipment:

6 unchanged sentences

Total purchases of property, plant and equipment $ 26,353 $ 17,001

Three Months Ended March 31, Nine Months Ended March 31,

2025 2024 2025 2024

Three Months Ended September 30,

Capitalization of software and website development costs:

7 unchanged sentences

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

March 31, 2025 June 30, 2024

September 30, 2025 June 30, 2025

Long-lived assets (1):

1 unchanged sentence

$ 70,559 $ 64,615

Canada 66,182 54,848

Switzerland 77,236 72,971

Netherlands 70,453 67,396

Canada 64,112 66,725

Italy 45,589 41,496

Germany 38,908 37,331

Tunisia 33,069 29,868

France 29,933 31,095

3 unchanged sentences

___________________

(1) Excludes goodwill of $ 792,749 and $ 787,138 , intangible assets, net of $ 61,905 and $ 76,560 , deferred tax assets of $ 87,806 and $ 95,059 , and equity method investments of $ 1,583 and $1,904 as of March 31, 2025 and June 30, 2024, respectively.

(1) Excludes goodwill of $ 826,363 and $ 826,156 , intangible assets, net of $ 54,116 and $ 58,348 , and deferred tax assets of $ 57,905 and $ 61,086 as of September 30, 2025 and June 30, 2025, respectively.

Commitments and Contingencies

6 unchanged sentences

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 March 31, 2025 and June 30, 2024 were $ 56,192 and $ 62,848 , respectively.

The outstanding obligations with our supply chain finance provider that are included in accounts payable in our consolidated balance sheets as of September 30, 2025 and June 30, 2025 were $ 68,611 and $ 64,854 , respectively.

Purchase Obligations

At March 31, 2025, we had unrecorded commitments under contract of $ 374,711 , including third-party cloud services of $ 247,626 ;

At September 30, 2025, we had unrecorded commitments under contract of $ 429,237 , including third-party cloud services of $ 253,194 ;

inventory, third-party fulfillment and digital service purchase commitments of $ 87,690 ;

1 unchanged sentence

insurance costs of $ 18,410 ;

production-related temporary labor of $ 11,940 ;

professional and consulting fees of $ 7,579 ;

production and computer equipment purchases of $ 4,038 ;

production-related temporary labor of $ 1,726 ;

advertising of $ 3,725 ;

and other unrecorded purchase commitments of $ 2,597 .

Legal Proceedings

We are not currently party to any material legal proceedings.

We are not currently party to any legal proceedings we believe to be material.

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.

1 unchanged sentence

We expense the costs relating to our legal proceedings as those costs are incurred.

Related Party Transaction

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 “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 Transaction under our related person transaction policy and considered, among other things, Mr.

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

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

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

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

What changed 10-Q

Item 1. Financial Statements