CIMPRESS plc 10-Q

Item 1. Financial Statements CIMPRESS PLC CONSOLIDATED BALANCE SHEETS (unaudited in thousands, except share and per share data) September 30, 2025 June 30, 2025 Assets Current assets: Cash and cash equivalents $ 200,505 $ 233,982 Accounts receivable, net of allowances of $7,776 and $7,957, respectively 78,731 68,289 Inventory 119,469 112,870 Prepaid expenses and other current assets 90,566 87,465 Total current assets 489,271 502,606 Property, plant and equipment, net 315,406 302,494 Operating lease assets, net 88,201 83,951 Software and website development costs, net 106,455 104,764 Deferred tax assets 57,905 61,086 Goodwill 826,363 826,156 Intangible assets, net 54,116 58,348 Other assets 28,824 28,739 Total assets $ 1,966,541 $ 1,968,144 Liabilities, noncontrolling interests and shareholders’ deficit Current liabilities: Accounts payable $ 317,815 $ 332,110 Accrued expenses 308,496 304,085 Deferred revenue 57,024 47,975 Short-term debt 8,982 9,085 Operating lease liabilities, current 21,984 22,064 Other current liabilities 40,343 43,343 Total current liabilities 754,644 758,662 Deferred tax liabilities 22,961 23,308 Long-term debt 1,573,862 1,576,178 Operating lease liabilities, non-current 71,159 66,196 Other liabilities 96,240 107,246 Total liabilities 2,518,866 2,531,590 Commitments and contingencies (Note 12) Redeemable noncontrolling interests (Note 10) 18,370 19,057 Shareholders’ deficit: Ordinary shares, nominal value €0.01 per share, 100,000,000 shares authorized; 42,638,697 and 42,448,572 shares issued, respectively; 24,667,450 and 24,477,325 shares outstanding, respectively 600 597 Treasury shares, at cost, 17,971,247 shares for both periods presented ( 1,363,550 ) ( 1,363,550 ) Additional paid-in capital 599,916 592,315 Retained earnings 230,703 225,117 Accumulated other comprehensive loss ( 38,925 ) ( 37,969 ) Total shareholders’ deficit attributable to Cimpress plc ( 571,256 ) ( 583,490 ) Noncontrolling interests (Note 10) 561 987 Total shareholders' deficit ( 570,695 ) ( 582,503 ) Total liabilities, noncontrolling interests and shareholders’ deficit $ 1,966,541 $ 1,968,144 See accompanying notes. 1 CIMPRESS PLC CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited in thousands, except share and per share data) Three Months Ended September 30, 2025 2024 Revenue $ 863,277 $ 804,969 Cost of revenue (1) 460,476 422,736 Technology and development expense (1) 84,886 81,861 Marketing and selling expense (1) 210,398 203,847 General and administrative expense (1) 53,996 51,932 Amortization of acquired intangible assets 4,252 5,155 Restructuring expense (1) 298 99 Income from operations 48,971 39,339 Other income (expense), net 3,453 ( 11,492 ) Interest expense, net ( 28,066 ) ( 31,415 ) Gain on early extinguishment of debt — 179 Income (loss) before income taxes 24,358 ( 3,389 ) Income tax expense 17,838 8,995 Net income (loss) 6,520 ( 12,384 ) Add: 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 Weighted average shares outstanding — diluted 25,051,742 25,167,845 ____________________________________________ (1) Share-based compensation expense is allocated as follows: Three Months Ended September 30, 2025 2024 Cost of revenue $ 211 $ 223 Technology and development expense 4,941 5,096 Marketing and selling expense 2,686 1,715 General and administrative expense 6,955 8,599 See accompanying notes. 2 CIMPRESS PLC CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (unaudited in thousands) Three Months Ended September 30, 2025 2024 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 ) Add: 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. 3 CIMPRESS PLC CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT (unaudited in thousands) Ordinary Shares Treasury Shares Number of Shares Issued Amount Number of Shares Issued 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 22 — — — 1,000 — — 1,000 Purchase and cancellation of ordinary shares ( 123 ) ( 1 ) — — ( 1,713 ) ( 8,906 ) — ( 10,620 ) Share-based awards vested, net of shares withheld for taxes 282 3 — — ( 12,951 ) — — ( 12,948 ) Share-based compensation expense — — — — 16,573 — — 16,573 Net loss attributable to Cimpress plc — — — — — ( 12,549 ) — ( 12,549 ) Redeemable noncontrolling interest accretion to redemption value — — — — — ( 503 ) — ( 503 ) Net unrealized loss on derivative instruments designated and qualifying as cash flow hedges — — — — — — ( 8,115 ) ( 8,115 ) Foreign currency translation, net of hedges — — — — — — 6,319 6,319 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 ) 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 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 September 30, 2025 42,639 $ 600 ( 17,971 ) $ ( 1,363,550 ) $ 599,916 $ 230,703 $ ( 38,925 ) $ ( 571,256 ) See accompanying notes. 4 CIMPRESS PLC CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited in thousands) Three Months Ended September 30, 2025 2024 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 Share-based compensation expense 14,793 15,633 Deferred taxes 2,772 2,951 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 ) Other non-cash items 2,092 1,328 Changes in operating assets and liabilities, net of effects of businesses acquired: Accounts receivable ( 12,648 ) ( 7,775 ) Inventory ( 10,635 ) ( 10,309 ) Prepaid expenses and other assets ( 3,244 ) ( 3,430 ) Accounts payable ( 13,193 ) ( 36,946 ) Accrued expenses and other liabilities 9,660 12,063 Net cash provided by operating activities 25,059 4,384 Investing activities Purchases of property, plant and equipment ( 26,353 ) ( 17,001 ) Capitalization of software and website development costs ( 17,286 ) ( 14,571 ) Proceeds from the sale of assets 821 1,570 Proceeds from maturity of held-to-maturity investments — 4,500 Net cash used in investing activities ( 42,818 ) ( 25,502 ) 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 ) Proceeds from borrowings of debt 182 — Payments of debt ( 3,916 ) ( 4,497 ) Payments of debt issuance costs — ( 8,445 ) Payments of withholding taxes in connection with equity awards ( 6,703 ) ( 12,948 ) Payments of finance lease obligations ( 2,001 ) ( 1,950 ) Purchase of ordinary shares ( 2,726 ) ( 10,620 ) Proceeds from issuance of ordinary shares 508 1,000 Distributions to noncontrolling interests — ( 821 ) Net cash used in financing activities ( 14,656 ) ( 35,416 ) Effect of exchange rate changes on cash ( 1,062 ) 5,710 Net decrease in cash and cash equivalents ( 33,477 ) ( 50,824 ) Cash and cash equivalents at beginning of period 233,982 203,775 Cash and cash equivalents at end of period $ 200,505 $ 152,951 See accompanying notes. 5 CIMPRESS PLC CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) (unaudited in thousands) Three Months Ended September 30, 2025 2024 Supplemental disclosures of cash flow information Cash paid for interest $ 37,480 $ 35,248 Cash received for interest 3,127 3,712 Cash paid (received) for income taxes 12,813 ( 1,829 ) Non-cash investing and financing activities Property and equipment acquired under finance leases 1,381 339 Amounts accrued related to property, plant and equipment 14,586 10,909 Amounts accrued related to capitalized software development costs 154 356 See accompanying notes. 6 CIMPRESS PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited 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, and entities in which we maintain a controlling financial interest. 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, 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. Ordinary Shares 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 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. 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 September 30, 2025 2024 Gains (losses) on derivatives not designated as hedging instruments (1) $ 3,451 $ ( 20,569 ) Currency-related (losses) gains, net (2) ( 181 ) 8,667 Other gains 183 410 Total other income (expense), net $ 3,453 $ ( 11,492 ) _____________________ 7 (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 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 (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 September 30, 2025 2024 Weighted-average shares outstanding, basic 24,574,455 25,167,845 Weighted-average shares issuable upon exercise/vesting of outstanding share options/PSUs/RSUs/warrants (1)(2) 477,287 — 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 __________________ (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 loss per share as it is anti-dilutive. (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 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 Accounting Standards to be Adopted In November 2024, the FASB issued Accounting Standards Update No. 2024-03 "Income Statement (Subtopic 220-40): Disaggregation of Income Statement Expenses" (ASU 2024-03), which requires disaggregated disclosure of income statement expenses into specified categories. The expanded disclosure requirements will be effective starting with our annual report for the fiscal year ending June 30, 2028, as well as each interim period thereafter. Early adoption is permitted, but we do not intend to early adopt this standard. 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. 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. 8 • 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. September 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 $ 8,600 $ — $ 8,600 $ — Currency forward contracts 900 — 900 — Total assets recorded at fair value $ 9,500 $ — $ 9,500 $ — Liabilities Cross-currency swap contracts $ ( 31,032 ) $ — $ ( 31,032 ) $ — Currency forward contracts ( 26,150 ) — ( 26,150 ) — Currency option contracts ( 5,542 ) — ( 5,542 ) — Total liabilities recorded at fair value $ ( 62,724 ) $ — $ ( 62,724 ) $ — 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 ) $ — 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. 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. 9 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 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. 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. 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 income (expense), 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 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. Interest rate swap contracts outstanding: Notional Amounts Contracts accruing interest as of September 30, 2025 (1) $ 250,000 Contracts with a future start date 240,000 Total $ 490,000 10 ________________________ (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 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 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. 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 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. 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 8 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. 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 $ 863,991 December 2023 through September 2025 Various dates through September 2027 635 Various 11 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 September 30, 2025 and June 30, 2025. Our derivative asset and liability balances fluctuate with interest rate and currency exchange rate volatility. September 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 $ 8,726 $ ( 126 ) $ 8,600 Other current liabilities / other liabilities $ — $ — $ — Derivatives in Net Investment Hedging Relationships 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 ) Derivatives not designated as hedging instruments Currency forward contracts Other current assets / other assets $ 1,641 $ ( 798 ) $ 843 Other current liabilities / other liabilities $ ( 27,946 ) $ 1,796 $ ( 26,150 ) Currency option contracts Other current assets / other assets — — — Other current liabilities / other liabilities ( 5,566 ) $— 24 ( 5,542 ) Total derivatives not designated as hedging instruments $ 1,641 $ ( 798 ) $ 843 $ ( 33,512 ) $ 1,820 $ ( 31,692 ) 12 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 ) 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 months ended September 30, 2025 and 2024. Three Months Ended September 30, 2025 2024 Derivatives in cash flow hedging relationships Interest rate swaps $ 291 $ ( 8,399 ) Derivatives in net investment hedging relationships Cross-currency swaps 950 — Intercompany loan — ( 2,129 ) Currency forward contracts 205 — Total $ 1,446 $ ( 10,528 ) 13 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 September 30, 2025 2024 Derivatives in cash flow hedging relationships Interest rate swaps $ ( 882 ) $ 321 Interest expense, net 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 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 September 30, 2025 2024 Currency contracts $ 3,451 $ ( 20,569 ) Other income (expense), net Total $ 3,451 $ ( 20,569 ) 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 $( 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 $ 3,269 $ ( 1,165 ) $ ( 40,073 ) $ ( 37,969 ) Other comprehensive loss before reclassifications 291 — ( 527 ) ( 236 ) 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 September 30, 2025 $ 2,840 $ ( 1,165 ) $ ( 40,600 ) $ ( 38,925 ) ________________________ (1) Gains on cash flow hedges include our interest rate swap contracts designated in cash flow hedging relationships. (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. 14 6. Goodwill 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 Balance as of June 30, 2025 $ 304,806 $ 164,780 $ 161,649 $ 194,921 $ 826,156 Effect of currency translation adjustments (1) 81 68 58 — 207 Balance as of September 30, 2025 $ 304,887 $ 164,848 $ 161,707 $ 194,921 $ 826,363 ________________________ (1) Related to goodwill held by subsidiaries whose functional currency is not the U.S. dollar. 7. Other Balance Sheet Components Accrued expenses included the following: September 30, 2025 June 30, 2025 Compensation costs $ 88,629 $ 87,781 Income and indirect taxes 67,544 63,667 Advertising costs 33,244 25,428 Third-party manufacturing and digital content costs 20,393 20,018 Shipping costs 10,263 12,796 Variable compensation incentives 9,575 12,416 Interest payable 2,779 12,346 Sales returns 6,372 5,413 Professional fees 3,108 3,061 Restructuring costs 1,232 3,090 Other 65,357 58,069 Total accrued expenses $ 308,496 $ 304,085 Other current liabilities included the following: 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 Other 2,577 2,580 Total other current liabilities $ 40,343 $ 43,343 Other liabilities included the following: 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 Other 14,257 13,737 Total other liabilities $ 96,240 $ 107,246 15 8. Debt September 30, 2025 June 30, 2025 7.375% Senior Notes due 2032 $ 525,000 $ 525,000 Senior secured credit facility 1,070,116 1,072,818 Other 5,754 6,695 Debt issuance costs and discounts, net of debt premiums ( 18,026 ) ( 19,250 ) Total debt outstanding, net 1,582,844 1,585,263 Less: short-term debt (1) 8,982 9,085 Long-term debt $ 1,573,862 $ 1,576,178 _____________________ (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 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 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. ◦ 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 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. Senior Notes 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 Other debt consists primarily of term loans acquired through our various acquisitions or used to fund certain capital investments. 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. 16 9. Income Taxes 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 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 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. If recognized, $ 373 of unrecognized tax benefits would reduce our tax expense. It is reasonably possible that a reduction in unrecognized tax benefits may occur within the next twelve months in the range of $ 425 to $ 525 related to the lapse of applicable statutes of limitations or settlement. 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 U.S. 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 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 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. 10. 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. The following table presents the reconciliation of changes in our noncontrolling interests: Redeemable Noncontrolling Interest Noncontrolling Interest Balance as of June 30, 2025 $ 19,057 $ 987 Net loss attributable to noncontrolling interests ( 692 ) ( 425 ) Foreign currency translation 5 ( 1 ) Balance as of September 30, 2025 (1) $ 18,370 $ 561 _________________ (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 . 11. 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. 17 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. 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. Pixartprinting's U.S. facility went live in March 2025, fulfilling orders for other Cimpress businesses as the business expands its offerings and launches its brand in North America. • National Pen - Serves small businesses across geographies including North America, Europe, and Australia. The pens.com branded business sells through their ecommerce site and is supported by digital marketing methods as well as direct mail and telesales. National Pen focuses on customized writing instruments and promotional products, apparel, and gifts for small- and medium-sized businesses. • All Other Businesses - Includes two businesses grouped together based on materiality. ◦ BuildASign is a provider of canvas-print wall décor, business signage and other large-format printed products. ◦ Printi, a smaller business that is an online printing leader in Brazil. 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 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 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; 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, 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. 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 18 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 present other segment information to the CODM, which includes purchases of property, plant and equipment and capitalization of software and website development costs, and therefore include that information in the tables below. 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. Three Months Ended September 30, 2025 2024 (1) Revenue: Vista $ 454,909 $ 429,576 PrintBrothers 184,711 160,424 The Print Group 96,710 84,202 National Pen 103,209 93,590 All Other Businesses 61,742 57,240 Total segment revenue 901,281 825,032 Inter-segment eliminations (2) ( 38,004 ) ( 20,063 ) Total consolidated revenue $ 863,277 $ 804,969 _____________________ (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 September 30, 2025 Vista PrintBrothers The Print Group National Pen All Other Total Revenue by Geographic Region: North America $ 317,720 $ — $ 618 $ 53,431 $ 41,942 $ 413,711 Europe 109,482 181,449 85,543 36,951 186 413,611 Other 26,255 — — 1,653 8,047 35,955 Inter-segment 1,452 3,262 10,549 11,174 11,567 38,004 Total segment revenue 454,909 184,711 96,710 103,209 61,742 901,281 Less: inter-segment elimination ( 1,452 ) ( 3,262 ) ( 10,549 ) ( 11,174 ) ( 11,567 ) ( 38,004 ) Total external revenue $ 453,457 $ 181,449 $ 86,161 $ 92,035 $ 50,175 $ 863,277 19 Three Months Ended September 30, 2024 Vista PrintBrothers The Print Group National Pen All Other Total Revenue by Geographic Region: North America $ 309,175 $ — $ — $ 52,287 $ 43,368 $ 404,830 Europe 95,657 159,368 80,907 32,007 — 367,939 Other 23,759 — — 1,442 6,999 32,200 Inter-segment (1) 985 1,056 3,295 7,854 6,873 20,063 Total segment revenue (1) 429,576 160,424 84,202 93,590 57,240 825,032 Less: inter-segment elimination (1) ( 985 ) ( 1,056 ) ( 3,295 ) ( 7,854 ) ( 6,873 ) ( 20,063 ) Total external revenue $ 428,591 $ 159,368 $ 80,907 $ 85,736 $ 50,367 $ 804,969 _____________________ (1) The prior-period segment results have been adjusted to ensure comparability with the updated methodology used for inter-segment transactions. Refer to the discussion above for further details. The following tables include segment revenue and significant segment expenses by reportable segment, as well as our reported measure of segment profit or loss, EBITDA, by reportable segment for the 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 Less: 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 Less: Advertising expenses 66,504 6,009 6,100 26,596 10,574 Less: Other operating expenses (2) 111,171 25,322 16,110 28,727 12,314 Add: Depreciation and amortization 14,297 3,571 5,541 3,026 4,398 Add: Other segment items (3) 376 924 ( 339 ) 58 13 Segment EBITDA (4) $ 89,986 $ 25,739 $ 18,671 $ ( 2,392 ) $ 9,080 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 Less: 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 Less: Advertising expenses 65,128 5,371 5,618 27,680 10,234 Less: Other operating expenses (2) 104,861 23,089 12,483 30,075 13,604 Add: Depreciation and amortization 13,047 3,475 5,211 3,246 4,647 Add: Other segment items (3) 545 ( 12 ) ( 1,160 ) — 107 Segment EBITDA (4) $ 81,142 $ 20,194 $ 18,062 $ ( 4,572 ) $ 6,862 __________________ (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. 20 (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 ( 727 ) 614 Restructuring-related charges ( 298 ) ( 99 ) Total income from operations 48,971 39,339 Other income (expense), net 3,453 ( 11,492 ) Interest Expense, net ( 28,066 ) ( 31,415 ) Gain on early extinguishment of debt — 179 Income (loss) before income taxes $ 24,358 $ ( 3,389 ) (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) 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, 2025 2024 Purchases of property, plant and equipment: Vista $ 10,616 $ 7,526 PrintBrothers 2,404 1,367 The Print Group 9,090 3,767 National Pen 2,471 1,363 All Other Businesses 1,564 2,511 Central and corporate costs 208 467 Total purchases of property, plant and equipment $ 26,353 $ 17,001 Three Months Ended September 30, 2025 2024 Capitalization of software and website development costs: Vista $ 6,563 $ 6,057 PrintBrothers 1,294 602 The Print Group 1,245 949 National Pen 1,035 1,100 All Other Businesses 1,312 1,499 Central and corporate costs 5,837 4,364 Total capitalization of software and website development costs $ 17,286 $ 14,571 21 The following table sets forth long-lived assets by geographic area: September 30, 2025 June 30, 2025 Long-lived assets (1): United States $ 70,559 $ 64,615 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 Australia 25,843 23,915 Other 81,352 112,586 Total $ 537,054 $ 547,998 ___________________ (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. 12. Commitments and Contingencies Supply Chain Finance Program 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 September 30, 2025 and June 30, 2025 were $ 68,611 and $ 64,854 , respectively. Purchase Obligations 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 ; software of $ 40,064 ; 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 ; advertising of $ 3,725 ; and other unrecorded purchase commitments of $ 2,597 . 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. 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. 22