CIMPRESS plc (CMPR) FY 2026 MD&A

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Report contains forward-looking statements that involve risks and uncertainties. The statements contained in this Report that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including but not limited to our statements about the anticipated growth and development of our businesses and financial results, the impact of interest rate and currency fluctuations, the impact of U.S. tariffs (including potential changes in related trade policies and potential mitigation actions and related estimates, cost impacts, pricing changes and changes in customer demand), sources of liquidity to fund future operations, future payment terms with suppliers, the timing of adoption of certain accounting standards, legal proceedings, our ability to prevail in our appeal of an adverse land duty tax assessment, indefinitely reinvested earnings, unrecognized tax benefits, our effective tax rate, and sufficiency of our tax reserves. Without limiting the foregoing, the words “may,” “should,” “could,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” "assume," “designed,” “potential,” "possible," “continue,” “target,” “seek,” "likely," "will" and similar expressions are intended to identify forward-looking statements. All forward-looking statements included in this Report are based on information available to us up to, and including the date of this document, and we disclaim any obligation to update any such forward-looking statements. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various important factors, including but not limited to flaws in the assumptions and judgments upon which our forecasts and estimates are based; the development, severity, and duration of supply chain constraints and fluctuating inflation; our inability to make investments in our business and allocate our capital as planned or the failure of those investments and allocations to achieve the results we expect; costs and disruptions caused by acquisitions and minority investments; the failure of businesses we acquire or invest in to perform as expected; loss of key personnel or our inability to recruit talented personnel; our failure to develop and deploy our mass customization platform or the failure of the mass customization platform to drive the performance, efficiencies and competitive advantage we expect; unanticipated changes in our markets, customers, or businesses; disruptions caused by geopolitical events or political instability and war in Ukraine, Israel, the Middle East or elsewhere; changes in governmental policies, laws and regulations, or in the enforcement or interpretation of governmental policies, laws and regulations, that affect our businesses, including related to import tariffs; our failure to manage the growth and complexity of our business; our failure to maintain compliance with the covenants in our debt documents or to pay our debts when due; competitive pressures; general economic conditions; and other factors described in Item 1A (Risk Factors) of this Report and the documents that we periodically file with the SEC. The Business section of this Report also contains estimates and other statistical data from research we conducted in August 2022 with a third-party research firm, and this data involves a number of assumptions and limitations and contains projections and estimates of the sizes of the opportunities of our markets that are subject to a high degree of uncertainty and should not be given undue weight.

Executive Overview

Cimpress helps millions of businesses build brands, stand out, and grow via customized physical marketing products and branded merchandise. Cimpress is the global leader in web-to-print mass customization, delivering high-quality, affordable custom products quickly and conveniently—even in low quantities. 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 that seeks to produce goods and services to meet individual customer needs with near mass production efficiency.

As of June 30, 2026, we have numerous operating segments under our management reporting structure that are reported in the following five reportable segments: VistaPrint, PrintBrothers, The Print Group, National Pen, and All Other Businesses. For purposes of measuring and reporting our segment financial performance, we made updates to our previously implemented methodology for inter-segment transactions during the first quarter of fiscal 2026. These transactions occur when one Cimpress business buys from or sells 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, which excludes the previously included overhead allocation. We also updated our internal organizational structure, which included the transfer of two teams from our VistaPrint reportable segment into our central functions. We have recast the prior periods presented for segment revenue and segment EBITDA for both changes to ensure comparability with the current fiscal year. These changes have no impact on our consolidated financial results. Refer to Note 15 in our accompanying consolidated financial statements for additional information relating to our reportable segments and our segment financial measures.

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Financial Summary

The primary financial metric by which we set quarterly and annual budgets both for individual businesses and Cimpress wide is our adjusted free cash flow before net cash interest payments; however, in evaluating the financial condition and operating performance of our business, management considers a number of metrics including revenue growth, constant-currency revenue growth, organic constant-currency revenue growth (which excludes the impact of acquisitions/divestitures), operating income, net income, adjusted EBITDA, cash flow from operations, and adjusted free cash flow. Reconciliations of our non-GAAP financial measures are included within the "Consolidated Results of Operations" and "Additional Non-GAAP Financial Measures" sections of Management's Discussion and Analysis. A summary of these key financial metrics for the year ended June 30, 2026 as compared to the year ended June 30, 2025 follows:

Fiscal Year 2026

•Revenue increased by 10% to $3,736.6 million.

•Organic constant-currency revenue growth (a non-GAAP financial measure) was 4%.

•Operating income increased by $24.8 million to $251.0 million.

•Net income increased by $84.3 million to $97.1 million.

•Adjusted EBITDA (a non-GAAP financial measure) increased by $25.3 million to $458.5 million.

•Diluted net income per share attributable to Cimpress plc increased by $3.21 to $3.79.

•Cash provided by operating activities decreased by $14.4 million to $283.7 million.

•Adjusted free cash flow (a non-GAAP financial measure) decreased by $25.6 million to $122.4 million.

For the year ended June 30, 2026, the increase in reported consolidated revenue was driven by external revenue growth across all of our reportable segments, as well as currency benefits and the addition of revenue from recent tuck-in acquisitions in our PrintBrothers and The Print Group reportable segments. The largest contributor of the organic constant-currency revenue growth was our VistaPrint business, driven by growth across all regions. Revenue growth continued to be strong across our assortment of elevated products.

The increase to operating income of $24.8 million during the year ended June 30, 2026, was primarily driven by organic gross profit growth due to the revenue growth discussed above, cost improvements, and benefits from currency. Gross profit grew despite $13.8 million of additional costs from investments in the expansion of our North America production network that include start-up costs, the reversal of Canadian duty drawback receivables of $4.7 million following unfavorable trade rulings, and inventory write downs of $1.8 million, partially offset by the benefit from U.S. tariff refunds of $6.9 million that were recognized during the fourth quarter of the current fiscal year. This gross profit growth was partially offset by increases in advertising costs and operating expenses during the year ended June 30, 2026.

Net income increased $84.3 million during the year ended June 30, 2026, as compared to the prior fiscal year. The net income increase was driven by the operating income growth described above, as well as higher unrealized hedging gains and lower interest and income tax expenses.

Adjusted EBITDA increased by $25.3 million during the year ended June 30, 2026, for similar reasons as the increase in operating income as described above, as well as $10.1 million in year-over-year currency benefits. Tuck-in acquisitions within the PrintBrothers and The Print Group reportable segments contributed $1.4 million to adjusted EBITDA, net of transaction-related costs, for the year ended June 30, 2026.

During the year ended June 30, 2026, cash from operations decreased $14.4 million year over year, driven by an increase in cash tax payments of $25.4 million, as well as a less favorable change in net working capital year over year that was influenced by increases in inventory and timing items, and an increase in restructuring payments of $5.2 million. These items were partially offset by the net income increase described above.

Adjusted free cash flow decreased by $25.6 million for the year ended June 30, 2026, primarily driven by the decrease in cash flow from operations as described above. Adjusted free cash flow was also impacted by a $11.2 million increase in capital expenditures mainly driven by the expansion of our North America production network, and a $3.0 million increase in capitalized software and website development costs, primarily driven by investments in our mass customization platform and related technology enhancements.

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

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U.S. Tariffs

The U.S. tariff environment remains volatile. Cimpress businesses operate in the U.S., and we maintain fulfillment operations for U.S. customers in multiple locations across the U.S., Canada, and Mexico. On February 20, 2026, the U.S. Supreme Court invalidated using the International Emergency Economic Powers Act (IEEPA) as a basis to impose the broad tariffs that had been in place since May 2025. Following this ruling, the IEEPA-based invalidated duties were replaced, effective February 24, 2026, with a 10% global tariff under Section 122 of the Trade Act of 1974. By statute, this Section 122 surcharge expired on July 24, 2026. On July 24, 2026, the U.S. government implemented broad-based Section 301 tariffs of 10% to 12.5% that replaced the 10% global rate that expired the same day. Also, a 50% tariff on certain Canadian goods under Section 338 was announced to take effect on August 19, 2026. Our initial assessment is that these would affect a small portion of products fulfilled in Canada for U.S. customers, and we are actively operationalizing supply chain and fulfillment adjustments to mitigate a substantial portion of any prospective cost impact.

The primary impact of tariffs on Cimpress continues to be for promotional products that we source from China and several other countries. To date, we have continued to minimize most impacts through supply chain optimization and pricing changes.

Following the invalidation of the IEEPA-based tariffs, the U.S. Court of International Trade ordered the U.S. government to establish a process for refunding these invalidated duties. As the importer of record for various impacted goods, we submitted refund requests through the U.S. Customs portal for most eligible Phase 1 IEEPA tariffs paid, and the majority of our requests have been accepted. During the fourth quarter of fiscal year 2026, we recognized a benefit within cost of revenue in the amount of $6.9 million, which included all submitted and accepted Phase 1 IEEPA tariff refunds. We are pursuing all available avenues for reimbursement for additional claims outside of the Phase 1 application process. On June 29, 2026, the Phase 2 application process opened and we have filed for approximately $10 million in refunds. We have not recognized any benefit for Phase 2 refund claims, since the acceptance and timing of the recovery of those claims remain uncertain.

Consolidated Results of Operations

Consolidated Revenue

Our businesses generate revenue primarily from the sale and shipment of customized products. We also generate revenue, to a much lesser extent (and primarily in our VistaPrint business), from digital services, graphic design services, website design and hosting, and social media marketing services, as well as a small percentage of revenue from order referral fees and other third-party offerings. For additional discussion relating to segment revenue results, refer to the "Reportable Segment Results" section included below.

Total revenue and revenue growth by reportable segment for the years ended June 30, 2026, 2025, and 2024 are shown in the following tables. The revenue by reportable segment includes inter-segment transactions, which is when one Cimpress business chooses to buy from or sell to another Cimpress business that is part of a different reportable segment. These transactions are eliminated in the inter-segment elimination line in the tables below.

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(1) The prior-period segment results have been adjusted to ensure comparability with the updated methodology used for inter-segment transactions. Refer to Note 15 of the accompanying consolidated financial statements for additional details.

(2) Constant-currency revenue growth, a non-GAAP financial measure, represents the change in total revenue between current and prior-year periods at constant-currency exchange rates by translating all non-U.S. dollar denominated revenue generated in the current period using the prior-year period’s average exchange rate for each currency to the U.S. dollar. Our reportable segments-related growth is inclusive of inter-segment revenues, which are eliminated in our consolidated results.

(3) Constant-currency revenue growth excluding acquisitions/divestitures, a non-GAAP financial measure, excludes revenue results for businesses in the period in which there is no comparable year-over-year revenue. Our reportable segments-related growth is inclusive of inter-segment revenues, which are eliminated in our consolidated results.

We have provided these non-GAAP financial measures because we believe they provide meaningful information regarding our results on a consistent and comparable basis for the periods presented. Management uses these non-GAAP financial measures, in addition to GAAP financial measures, to evaluate our operating results. These non-GAAP financial measures should be considered supplemental to, and not a substitute for, our reported financial results prepared in accordance with GAAP.

For the year ended June 30, 2026, the reported revenue growth of $333.6 million was primarily driven by revenue growth in our VistaPrint and PrintBrothers reportable segments. Revenue was positively impacted by $126.2 million from currency exchange rate fluctuations, and $68.3 million from the addition of revenue from recently acquired businesses as compared to the prior fiscal year. Excluding the effect of changes in currency exchange rates, acquisitions, and inter-segment revenue, the largest increase in revenue was from our VistaPrint business with an increase of $69.1 million for the year ended June 30, 2026. VistaPrint revenue was higher year over year across all regions, with strong growth in elevated products. Our PrintBrothers reportable segment also contributed $38.4 million of increased revenue for the year ended June 30, 2026, excluding the effect of changes in currency exchange rates, acquisitions, and inter-segment revenue, partly driven by new customer and order volume growth.

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

Consolidated Cost of Revenue

Cost of revenue includes materials used by our businesses to manufacture their products, payroll and related expenses for production and design services personnel, depreciation of assets used in the production process and in support of digital marketing service offerings, shipping, handling and processing costs, third-party production and design costs, costs of free products, and other related costs of products our businesses sell.

For the year ended June 30, 2026, year-over-year cost of revenue increased by $221.3 million and included $78.8 million of impact from currency exchange rate fluctuations. The increase in cost of revenue includes higher third-party fulfillment costs of $66.7 million, higher internal manufacturing costs of $47.1 million, and higher shipping costs of $19.8 million primarily driven by volume-related increases and product mix shifts, as well as start-up costs from the expansion of our North American production network as described above. Cost of revenue was also impacted by costs from our recent tuck-in acquisitions of $41.9 million, the write off of Canadian duty drawback

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receivables of $4.7 million that are no longer collectible due to a recent change in customs rulings in our VistaPrint business, inventory write downs of $1.8 million, and tariff-related cost increases in the U.S., which were more pronounced during the first half of the fiscal year and have largely been offset by price increases.

These increases were partially offset by a tariff refund benefit of $6.9 million related to accepted Phase 1 IEEPA tariffs that were recognized during the fourth quarter of fiscal year 2026. We have not recognized any benefit for Phase 2 refund IEEPA tariff claims, since the acceptance and timing of the recovery of those claims remain uncertain, however we have submitted approximately $10 million in claims.

Consolidated Operating Expenses

The following table summarizes our comparative operating expenses for the following periods:

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(1) Refer to Note 18 in our accompanying consolidated financial statements for additional details relating to restructuring expense.

Technology and development expense

Technology and development expense primarily consists of payroll and related expenses for employees engaged in software and manufacturing engineering, information technology operations, and content development, as well as amortization of capitalized software and website development costs, including hosting of our websites, asset depreciation, patent amortization, and other technology infrastructure-related costs. Depreciation expense for information technology equipment that directly supports the delivery of our digital marketing services products is included in cost of revenue.

For the year ended June 30, 2026, year-over-year technology and development expense increased by $18.5 million primarily driven by higher year-over-year cash compensation costs of $8.1 million due in part by our annual merit cycle and to a lesser extent the addition of cash compensation costs from our recently acquired businesses. Third-party technology costs increased $7.1 million, primarily driven by growth in business volume. Amortization of capitalized software increased year over year by $3.4 million due to continued investment in technology capabilities across many of our businesses.

Marketing and selling expense

Marketing and selling expense primarily consists of advertising and promotional costs; payroll and related expenses for our employees engaged in marketing, sales, customer support, and public relations activities; direct-mail advertising costs; and third-party payment processing fees. Our VistaPrint, National Pen, and BuildASign businesses have higher marketing and selling costs as a percentage of revenue as compared to our PrintBrothers and The Print Group businesses due to differences in the customers that they serve.

For the year ended June 30, 2026, year-over-year marketing and selling expenses increased by $56.8 million partly due to higher year-over-year advertising spend of $21.4 million largely due to volume-driven increases, as well as targeted advertising investments in certain businesses. Despite those increases, advertising expense as a percentage of revenue was lower year over year. In addition, the marketing and selling expense increases reflected higher cash compensation costs of $16.4 million driven in part by our annual merit cycle and targeted areas of hiring that are driven in part by volume-related increases in our customer service operations, and the addition of $7.7 million of cash compensation costs from our recently acquired businesses.

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General and administrative expense

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

For the year ended June 30, 2026, year-over-year general and administrative expenses increased by $16.8 million driven by higher year-over-year cash compensation costs of $10.2 million due in part from our annual merit cycle, and the addition of $3.1 million of cash compensation costs from our recently acquired businesses. Professional service fees increased $5.9 million, driven in part by acquisition-related transaction costs of $1.8 million. These increases were partially offset by lower long-term incentive cash compensation costs of $1.2 million due to changes in the estimated payout for certain businesses. Two discrete items also impacted the increase year over year: a benefit from the non-recurrence of a $2.9 million charge recognized in fiscal year 2025 for a land duty tax that we continue to contest in Australia related to our 2019 redomiciliation to Ireland, and a partially offsetting $2.7 million of sales tax reserves recognized in fiscal year 2026.

Other Consolidated Results

Other income (expense), net

Other income, net generally consists of gains and losses from currency exchange rate fluctuations on transactions or balances denominated in currencies other than the functional currency of our subsidiaries, as well as the realized and unrealized gains and losses on some of our derivative instruments. In evaluating our currency hedging programs and ability to qualify for hedge accounting in light of our legal entity cash flows, we consider the benefits of hedge accounting relative to the additional economic cost of trade execution and administrative burden. Based on this analysis, we execute certain currency derivative contracts that do not qualify for hedge accounting.

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

The year-over-year changes in other income (expense), net were primarily due to the currency exchange rate volatility impacting our derivatives that are not designated as hedging instruments, of which our Euro and GBP contracts are the most significant exposures that we economically hedge. For fiscal year 2026, increases in unrealized gains on derivatives not designated as hedging instruments were offset in part by $10.2 million of higher realized losses recognized during the current fiscal year. We expect volatility to continue in future periods, as we do not apply hedge accounting for most of our derivative currency contracts.

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

Interest expense, net

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

For the year ended June 30, 2026, the year-over-year interest expense, net decreased $9.5 million primarily due to a lower weighted-average interest rate (net of interest rate swaps) on our senior secured term loan partly from our repricing action in December 2024 that reduced the credit spread on our outstanding debt, as well as year over year reductions in our benchmark rate, term SOFR.

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Income tax expense

For the year ended June 30, 2026, income tax expense decreased compared to the prior fiscal year primarily due to expense recognized in fiscal year 2025 driven by an increase in the Swiss valuation allowance. Additionally, we had reduced losses year-over-year in certain jurisdictions for which we cannot recognize a tax benefit that also contributed to the decreased effective tax rate.

We believe that our income tax reserves are adequately maintained by taking into consideration both the technical merits of our tax return positions and ongoing developments in our income tax audits. However, the final determination of our tax return positions, if audited, is uncertain, and therefore there is a possibility that final resolution of these matters could have a material impact on our results of operations or cash flows. Refer to Note 13 in our accompanying consolidated financial statements for additional details.

Reportable Segment Results

Our segment financial performance is measured based on segment EBITDA, which is defined as operating income plus depreciation and amortization; plus proceeds from insurance not already included in operating income; plus share-based compensation expense related to investment consideration; plus earn-out related charges; plus certain impairments and other adjustments; plus restructuring-related charges; less gain or loss on the purchase or sale of subsidiaries as well as the disposal of assets. The effects of currency exchange rate fluctuations impact segment EBITDA and we do not allocate to segment EBITDA any gains or losses that are realized by our currency hedging program.

For purposes of measuring and reporting our segment financial performance, we made updates to our previously implemented methodology for inter-segment transactions during the first quarter of fiscal year 2026. These transactions are when one Cimpress business chooses to buy from or sell to another Cimpress business in another reportable segment. We also updated our internal organizational structure, which included the transfer of two teams from our VistaPrint reportable segment into our central functions. We have recast the prior periods presented for segment revenue and segment EBITDA for both changes to ensure comparability with the current fiscal year. These changes have no impact on our consolidated financial results. Refer to Note 15 in our accompanying consolidated financial statements for additional details.

VistaPrint

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(1) The prior-year segment results have been adjusted to ensure comparability with the updated methodology used for inter-segment transactions and organizational changes that transferred two teams to our central functions. Refer to Note 15 of the accompanying consolidated financial statements for additional details.

Segment Revenue

VistaPrint's reported revenue growth for the year ended June 30, 2026 was 6%, and was positively affected by currency exchange rate fluctuation of 2%, resulting in constant-currency revenue growth of 4%. For the year ended June 30, 2026, VistaPrint had strong growth in elevated products, partially offset by a year-over-year decline of 2% in business card and stationery products. Geographically, all regions drove revenue growth.

Segment Profitability

VistaPrint's segment EBITDA for the year ended June 30, 2026, increased by $25.1 million, primarily due to gross profit growth of $54.1 million, despite the weight of increased investment in our North America manufacturing operations of $11.2 million and the write off of Canadian duty drawback receivables of $4.7 million. Gross profit

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benefited from $3.8 million of U.S. tariff refunds. Partially offsetting the gross profit growth was an increase in advertising spend of $12.3 million, that was primarily related to an increase in performance advertising spend, which as a percentage of revenue was lower versus the prior fiscal year. In addition, operating expenses increased by $16.6 million, driven primarily by compensation increases from our annual merit cycle and volume-based operating costs. For the year ended June 30, 2026, fluctuations in currency exchange rates benefited segment EBITDA year over year by $7.5 million.

PrintBrothers

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(1) The prior-year segment results have been adjusted to ensure comparability with the updated methodology used for inter-segment transactions. Refer to Note 15 of the accompanying consolidated financial statements for additional details.

Segment Revenue

PrintBrothers' reported revenue growth for the year ended June 30, 2026 was positively affected by currency exchange rate fluctuation of 8%, and tuck-in acquisitions by 8%, resulting in organic constant-currency revenue growth of 7%. Organic constant-currency revenue growth was driven primarily by customer and order volume growth across the businesses.

Segment Profitability

PrintBrothers' segment EBITDA for the year ended June 30, 2026 increased $17.1 million, partly due to positive year-over-year impacts from currency exchange fluctuation of $6.8 million and segment EBITDA contributions from recent acquisitions of $1.1 million, net of transaction related costs. Excluding the effect of currency and recent acquisitions, segment EBITDA was positively impacted by organic gross profit growth of $11.3 million, which was driven by the revenue growth described above, offset in part by an increase in operating expenses of $3.5 million, driven by technology investments and compensation increases from our annual merit cycle.

The Print Group

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(1) The prior-year segment results have been adjusted to ensure comparability with the updated methodology used for inter-segment transactions. Refer to Note 15 of the accompanying consolidated financial statements for additional details.

Segment Revenue

The Print Group's reported revenue growth for the year ended June 30, 2026 was positively affected by currency exchange rate fluctuation of 7%, and a tuck-in acquisition which positively impacted revenue growth by 3%, resulting in constant-currency revenue growth of 7%. Organic constant-currency revenue growth was primarily driven by increased fulfillment for other Cimpress businesses. External revenue growth was relatively flat year over year, as we continue to experience a shift to lower overall order values in certain product categories.

Segment Profitability

The Print Group's segment EBITDA increased $13.4 million during the year ended June 30, 2026, partly due to positive year-over-year impacts from currency exchange fluctuation of $5.5 million. Excluding the effect of currency, segment EBITDA was positively impacted by an increase in gross profit, driven by the revenue growth described above, as well as reduced startup costs related to Pixartprinting's U.S. facility that opened in fiscal year

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2025. For the year ended June 30, 2026, these impacts were partially offset by an increase of $2.9 million in variable long-term incentive compensation expense, driven by changes in estimated payouts.

National Pen

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(1) The prior-year segment results have been adjusted to ensure comparability with the updated methodology used for inter-segment transactions. Refer to Note 15 of the accompanying consolidated financial statements for additional details.

Segment Revenue

National Pen's reported revenue growth for the year ended June 30, 2026 was positively impacted by currency exchange rate fluctuation of 4%, resulting in constant-currency revenue growth of 6%, driven by growth in external revenue, mostly from growth within e-commerce and telesales channels, as well as an increase in fulfillment for other Cimpress businesses.

Segment Profitability

National Pen's segment EBITDA increased $8.7 million for the year ended June 30, 2026, and benefited from $3.1 million of U.S. tariff refunds, and a positive fluctuation in currency exchange rates of $2.3 million. Segment EBITDA growth was also supported by lower variable long-term incentive compensation expense of $5.3 million, driven by changes in estimated payouts, partially offset by $0.6 million of inventory write downs.

All Other Businesses

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

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(1) The prior-year segment results have been adjusted to ensure comparability with the updated methodology used for inter-segment transactions. Refer to Note 15 of the accompanying consolidated financial statements for additional details.

Segment Revenue

All Other Businesses' revenue growth for the year ended June 30, 2026 was positively impacted by currency exchange rate fluctuation of 1%, resulting in constant-currency revenue growth of 12%. BuildASign, the largest business in this segment, delivered strong growth from fulfillment for other Cimpress businesses as well as growth across home decor, signage and packaging categories. Our Printi business delivered improved constant-currency revenue growth versus the prior year.

Segment Profitability

For the year ended June 30, 2026, segment EBITDA was flat year-over-year, largely driven by the offsetting impacts of gross profit growth from the revenue growth described above, offset by higher variable long-term incentive compensation expense of $2.4 million, driven by changes in estimated payouts, $2.5 million of start-up costs from the expansion of our North American production network, and $1.2 million of inventory write downs. EBITDA was further reduced by fluctuation in currency exchange rates of $0.5 million.

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Central and Corporate Costs

Central and corporate costs primarily consist of the team of software engineers that is building our mass customization platform; shared service organizations such as global procurement; technology services such as security; administrative costs of our Cimpress India offices where numerous Cimpress businesses have dedicated business-specific team members; and our corporate functions, including 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.

During the year ended June 30, 2026, year-over-year central and corporate costs increased by $4.5 million, primarily due to compensation increases of $2.9 million from our annual merit cycle, as well as higher professional services fees of $2.0 million, and higher unallocated share-based compensation expense of $1.0 million, driven by fluctuations in the attainment levels year over year associated with the performance conditions of our performance share units. These items were partially offset by the non-recurrence of a $2.9 million charge recognized in the year ended June 30, 2025 for a land duty tax that we continue to contest in Australia related to our 2019 redomiciliation to Ireland.

Liquidity and Capital Resources

Consolidated Statements of Cash Flows Data

The cash flows during the year ended June 30, 2026 related primarily to the following items:

Cash inflows:

•Net income of $97.1 million.

•Adjustments for non-cash items of $198.0 million primarily related to adjustments for depreciation and amortization of $151.8 million, share-based compensation costs of $61.4 million and deferred taxes of $4.6 million, offset in part by unrealized currency-related gains of $26.4 million.

•Net proceeds from borrowings of debt of $10.0 million, including the impact of the amended and restated senior secured credit agreement, offset by financing fees paid and our term loan amortization payments. Refer to Note 10 in the accompanying consolidated financial statements for additional details.

•Proceeds from the sale of assets of $6.0 million, primarily related to the recent sale of a production facility within our National Pen business, as well as the sale and replacement of smaller production equipment assets across several businesses.

•Proceeds from the exercise of options of $2.7 million.

•Net proceeds from sales and purchases of noncontrolling interests of $0.4 million, comprising proceeds of $24.8 million related to the sale of a minority 8.75% aggregate equity interest in each of the businesses within the PrintBrothers reportable segment, offset by $24.4 million in purchases of minority equity interests in various businesses within the same reportable segment. Refer to Notes 9 and 14 in the accompanying consolidated financial statements for additional details.

Cash outflows:

•Capital expenditures of $100.2 million, of which the majority is related to the purchase of manufacturing and automation equipment and expansion of our North American production network.

•Internal and external costs of $67.0 million for software and website development that we have capitalized.

•Purchases of our ordinary shares for $50.1 million.

•Business acquisitions, net of cash acquired of $32.4 million, which related to tuck-in acquisitions that were not material and are included in our PrintBrothers and The Print Group reportable segments.Refer to Note 7 in the accompanying consolidated financial statements for additional details.

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•Payment of withholding taxes in connection with share awards of $19.3 million, primarily driven by the vesting of restricted and performance share units.

•Payments for finance lease arrangements of $11.7 million.

•Net working capital outflows of $11.4 million, primarily due to increases in inventory levels and prepaid expenses and other assets, offset in part by increases in accrued expenses.

Additional Liquidity and Capital Resources Information. At June 30, 2026, we had $248.9 million of cash and cash equivalents and $1,636.4 million of debt, excluding debt issuance costs and debt premiums and discounts. During the year ended June 30, 2026, we financed our operations and strategic investments through internally generated cash flows from operations and cash on hand. We expect to finance our future operations through our cash, operating cash flow, and borrowings under our debt arrangements.

We have historically used excess cash and cash equivalents for organic investments, share repurchases, acquisitions and equity investments, and debt reduction. During the year ended June 30, 2026, we purchased and retired 702,820 of our ordinary shares for $50.1 million. We evaluate share repurchases, as any other use of capital, relative to our view of the impact on our intrinsic value per share compared against other opportunities.

Subsequent Event. On July 2, 2026, we completed the acquisition of Saxoprint for €120 million, subject to a post-closing adjustment. We are actively pursuing a sale-leaseback of their manufacturing facility to reduce the net cash outlay for the acquisition, however, no definitive agreement has been executed at this time for the potential transaction. Refer to Note 20 in the accompanying consolidated financial statements for additional details.

Supply Chain Financing Program. As part of our ongoing efforts to manage our liquidity, we work with our suppliers to optimize our terms and conditions, which includes the extension of payment terms. We facilitate a voluntary supply chain finance program through a financial intermediary to allow our suppliers to receive funds earlier than our contractual payment date. We do not believe there is a substantial risk that our payment terms will be shortened in the near future. Refer to Note 17 of the accompanying consolidated financial statements for additional information.

Indefinitely Reinvested Earnings. As of June 30, 2026, a portion of our cash and cash equivalents were held by our subsidiaries. We do not intend to repatriate these funds as the cash and cash equivalent balances are generally used and available, without legal restrictions, to fund ordinary business operations and investments of the respective subsidiaries. If there is a change in the future, the repatriation of undistributed earnings from certain subsidiaries, in the form of dividends or otherwise, could have tax consequences that could result in material cash outflows.

Contractual Obligations

Contractual obligations at June 30, 2026 are as follows:

___________________

(1) Operating and finance lease payments above include only amounts which are fixed under lease agreements. Our leases may also incur variable expenses which are not reflected in the contractual obligations above.

(2) Interest payments are based on the interest rate as of June 30, 2026 and assume all Term SOFR-based revolving loan amounts outstanding will not be paid until maturity but that the term loan amortization payments will be made according to our defined schedule. Senior secured credit facility and interest payments include the effects of interest rate swaps, whether they are expected to be payments or receipts of cash.

(3) We may be required to make cash outlays related to our uncertain tax positions. However, due to the uncertainty of the timing of future cash flows associated with our uncertain tax positions, we are unable to make reasonably reliable estimates of the period of cash settlement, if any, with the respective taxing authorities. Accordingly, uncertain tax positions of $1.4 million as of June 30, 2026 have been excluded from the contractual obligations table above. See Note 13 in our accompanying consolidated financial statements for additional information on uncertain tax positions.

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Operating Leases. We rent manufacturing facilities and office space under operating leases expiring on various dates through 2046. The terms of certain lease agreements require security deposits in the form of bank guarantees and letters of credit, with $4.4 million in the aggregate outstanding as of June 30, 2026.

Purchase Commitments. At June 30, 2026, we had unrecorded commitments under contract of $338.2 million. Purchase commitments consisted of third-party cloud services of $211.7 million; third-party fulfillment and digital services of $76.9 million; software of $36.7 million; professional and consulting fees of $8.9 million; production and computer equipment purchases of $1.5 million; advertising of $0.7 million; insurance costs of $0.4 million; and other commitments of $1.3 million.

Senior Secured Credit Facility and Interest Payments. On June 4, 2026, we amended and restated our senior secured credit agreement, refinancing our prior term loans with a new $1.1 billion senior secured term loan facility due June 4, 2033 and extending the maturity of our $250.0 million senior secured revolving credit facility to June 4, 2031. Our $250.0 million senior secured revolving credit facility has $232.7 million unused as of June 30, 2026. There are no drawn amounts on the Revolving Credit Facility as of June 30, 2026, but our outstanding letters of credit reduce our unused balance. Our unused balance can be drawn at any time so long as we are in compliance with our debt covenants, and if the aggregate principal amount of outstanding revolving loans, swingline loans and unreimbursed letter of credit disbursements made under the Revolving Credit Facility exceeds 20% of the aggregate revolving commitments as of the last day of any fiscal quarter, then we are subject to a financial maintenance covenant requiring that the Consolidated Leverage Ratio calculated as of the last day of such quarter may not exceed 4.50 to 1.00. Any amounts drawn under the Revolving Credit Facility will be due on June 4, 2031. Interest payable included in the above table is based on the interest rate as of June 30, 2026 and assumes all Term SOFR-based revolving loan amounts outstanding will not be paid until maturity but that the term loan amortization payments will be made according to our defined schedule. As of June 30, 2026, we have borrowings under our Restated Credit Agreement of $1,097.3 million, consisting of the term loan, which amortizes over the loan period, with a final maturity date of June 4, 2033.

2032 Senior Notes and Interest Payments. On September 26, 2024, we completed a private placement of $525.0 million in aggregate principal amount of senior unsecured notes due 2032 (the "2032 Notes"). We used the net proceeds from the 2032 Notes, together with cash on hand, to redeem all of the outstanding 2026 Notes, and pay associated accrued interest and all related financing fees. Our $525.0 million 2032 Notes bear interest at a rate of 7.375% per annum and mature on September 15, 2032. Interest on the 2032 Notes is payable semi-annually on March 15 and September 15 of each year. Refer to Note 10 in the accompanying consolidated financial statements for additional information.

Debt Covenants. The Restated Credit Agreement and the indenture that governs our 2032 Notes contain covenants that restrict or limit certain activities and transactions by Cimpress and our subsidiaries. As of June 30, 2026, we were in compliance with all covenants under our Restated Credit Agreement and the indenture governing our 2032 Notes. Refer to Note 10 in the accompanying consolidated financial statements for additional information.

Other Debt. In addition, we have other debt which consists primarily of term loans acquired through our various acquisitions or used to fund certain capital investments. As of June 30, 2026, we had $14.2 million outstanding for those obligations that have repayments due on various dates through September 2037.

Finance Leases. We lease certain facilities, machinery, and plant equipment under finance lease agreements that expire at various dates through 2037. The aggregate carrying value of the leased assets under finance leases included in property, plant and equipment, net in our consolidated balance sheet at June 30, 2026 is $42.8 million, net of accumulated depreciation of $25.7 million. The present value of lease installments not yet due included in other current liabilities and other liabilities in our consolidated balance sheet at June 30, 2026 amounts to $49.2 million.

Additional Non-GAAP Financial Measures

Constant-currency revenue growth and constant-currency revenue growth excluding acquisitions/divestitures (which we refer to above as organic constant-currency revenue growth), in each case as defined and presented in the consolidated results of operations section above (with reconciliations to GAAP revenue growth), as well as adjusted EBITDA and adjusted free cash flow presented below, are supplemental measures of our performance that are not required by, or presented in accordance with, GAAP. We do not, nor do we suggest that investors should, consider such non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP.

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Adjusted EBITDA is defined as net income plus income tax expense plus (gain) loss on early extinguishment of debt plus interest expense, net plus other expense (income), net plus depreciation and amortization plus share-based compensation expense plus earn-out related charges plus certain impairments plus restructuring-related charges less the gain or loss on purchase or sale of subsidiaries as well as the disposal of assets. In addition, adjusted EBITDA includes the impact of certain items that are recognized in other income, net which includes realized gains or losses on currency derivatives that are intended to hedge our adjusted EBITDA exposure to foreign currencies for which we do not apply hedge accounting, as well as proceeds from insurance recoveries.

Adjusted EBITDA is the primary profitability metric by which we measure our consolidated financial performance and is provided to enhance investors' understanding of our current operating results from the underlying and ongoing business for the same reasons it is used by management. For example, for acquisitions, we believe excluding the costs related to the purchase of a business (such as amortization of acquired intangible assets, contingent consideration, or impairment of goodwill) provides further insight into the performance of the underlying acquired business in addition to that provided by our GAAP net income.

Adjusted free cash flow is the primary financial metric by which we set quarterly and annual budgets both for individual businesses and Cimpress-wide. Adjusted free cash flow is defined as net cash provided by (used in) operating activities less purchases of property, plant and equipment, purchases of intangible assets not related to acquisitions, and capitalization of software and website development costs that are included in net cash used in investing activities; plus the proceeds from sale of assets, payment of contingent consideration in excess of acquisition-date fair value, and gains on proceeds from insurance that are not included in net cash provided by operating activities, if any. We use this cash flow metric because we believe that this methodology can provide useful supplemental information to help investors better understand our ability to generate cash flow after considering certain investments required to maintain or grow our business, as well as eliminate the impact of certain cash flow items presented as operating cash flows that we do not believe reflect the cash flow generated by the underlying business.

Our adjusted free cash flow measure has limitations as it may omit certain components of the overall cash flow statement and does not represent the residual cash flow available for discretionary expenditures. For example, adjusted free cash flow does not incorporate our cash payments to reduce the principal portion of our debt or cash payments for business acquisitions. Additionally, the mix of property, plant and equipment purchases that we choose to finance may change over time. We believe it is important to view our adjusted free cash flow measure only as a complement to our entire consolidated statement of cash flows.

The table below sets forth net income (loss) and adjusted EBITDA for the years ended June 30, 2026, 2025, and 2024:

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(1) Realized (losses) gains include only the impacts of certain currency derivative contracts that are intended to hedge our adjusted EBITDA exposure to foreign currencies for which we do not apply hedge accounting. Refer to Note 4 in our accompanying consolidated financial statements for further information.

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The table below sets forth net cash provided by operating activities and adjusted free cash flow for the years ended June 30, 2026, 2025, and 2024:

Critical Accounting Policies and Estimates

Our financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). To apply these principles, we must make estimates and judgments that affect our reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. In some instances, we reasonably could have used different accounting estimates and, in other instances, changes in the accounting estimates are reasonably likely to occur from period to period. Accordingly, actual results could differ significantly from our estimates. We base our estimates and judgments on historical experience and other assumptions that we believe to be reasonable at the time under the circumstances, and we evaluate these estimates and judgments on an ongoing basis. We refer to accounting estimates and judgments of this type as critical accounting policies and estimates, which we discuss further below. This section should be read in conjunction with Note 2, "Summary of Significant Accounting Policies," of our audited consolidated financial statements included elsewhere in this Report.

Revenue Recognition. We generate revenue primarily from the sale and shipment of customized manufactured products. To a much lesser extent (and only in our VistaPrint business) we provide digital services, website design and hosting, and email marketing services, as well as a small percentage from order referral fees and other third-party offerings. Revenues are recognized when control of the promised products or services is transferred to the customer in an amount that reflects the consideration we expect to be entitled to in exchange for those products or services.

Under the terms of most of our arrangements with our customers we provide satisfaction guarantees, which give our customers an option for a refund or reprint over a specified period of time if the customer is not fully satisfied. As such, we record a reserve for estimated sales returns and allowances as a reduction of revenue, based on historical experience or the specific identification of an event necessitating a reserve. Actual sales returns have historically not been significant.

We have elected to recognize shipping and handling activities that occur after transfer of control of the products as fulfillment activities and not as a separate performance obligation. Accordingly, we recognize revenue for our single performance obligation upon the transfer of control of the fulfilled orders, which generally occurs upon delivery to the shipping carrier. If revenue is recognized prior to completion of the shipping and handling activities, we accrue the costs of those activities. We do have some arrangements whereby the transfer of control, and thus revenue recognition, occurs upon delivery to the customer. If multiple products are ordered together, each product is considered a separate performance obligation, and the transaction price is allocated to each performance obligation based on the standalone selling price. Revenue is recognized upon satisfaction of each performance obligation. We generally determine the standalone selling prices based on the prices charged to our customers.

Our products are customized for each individual customer with no alternative use except to be delivered to that specific customer; however, we do not have an enforceable right to payment prior to delivering the items to the customer based on the terms and conditions of our arrangements with customers, and therefore we recognize revenue at a point in time.

We record deferred revenue when cash payments are received in advance of our satisfaction of the related performance obligation. The satisfaction of performance obligations generally occur shortly after cash payment and we expect to recognize the majority of our deferred revenue balance as revenue within three months subsequent to June 30, 2026.

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We periodically provide marketing materials and promotional offers to new customers and existing customers that are intended to improve customer retention. These incentive offers are generally available to all customers, and therefore do not represent a performance obligation as customers are not required to enter into a contractual commitment to receive the offer. These discounts are recognized as a reduction to the transaction price when used by the customer. Costs related to free products are included within cost of revenue and sample products are included within marketing and selling expense.

Share-Based Compensation. We measure share-based compensation costs at fair value, and recognize the expense over the period that the recipient is required to provide service in exchange for the award, which generally is the vesting period. We recognize the impact of forfeitures as they occur.

Income Taxes. As part of the process of preparing our consolidated financial statements, we calculate our income taxes in each of the jurisdictions in which we operate. This process involves estimating our current tax expense, including assessing the risks associated with tax positions, together with assessing temporary and permanent differences resulting from differing treatment of items for tax and financial reporting purposes. We recognize deferred tax assets and liabilities for the temporary differences using the enacted tax rates and laws that will be in effect when we expect temporary differences to reverse. We assess the ability to realize our deferred tax assets based upon the weight of available evidence both positive and negative. To the extent we believe that it is more likely than not that some portion or all of the deferred tax assets will not be realized, we establish a valuation allowance. Our estimates can vary due to the profitability mix of jurisdictions, foreign exchange movements, changes in tax law, regulations or accounting principles, as well as certain discrete items. In the event that actual results differ from our estimates or we adjust our estimates in the future, we may need to increase or decrease income tax expense, which could have a material impact on our financial position and results of operations.

We establish reserves for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. These reserves are established when we believe that certain positions might be challenged despite our belief that our tax return positions are in accordance with applicable tax laws. We adjust these reserves in light of changing facts and circumstances, such as the closing of a tax audit, new tax legislation, or the change of an estimate based on new information. To the extent that the final outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made. Interest and, if applicable, penalties related to unrecognized tax benefits are recorded in the provision for income taxes.

Software and Website Development Costs. We capitalize eligible salaries and payroll-related costs of employees and third-party consultants who devote time to the development of our websites and internal-use computer software. Capitalization begins when the preliminary project stage is complete, management with the relevant authority authorizes and commits to the funding of the software project, and it is probable that the project will be completed and the software will be used to perform the function intended. These costs are amortized on a straight-line basis over the estimated useful life of the software, which is three years. Our judgment is required in evaluating whether a project provides new or additional functionality, determining the point at which various projects enter the stages at which costs may be capitalized, assessing the ongoing value and impairment of the capitalized costs, and determining the estimated useful lives over which the costs are amortized. Historically we have not had any significant impairments of our capitalized software and website development costs.

Goodwill, Indefinite-Lived Intangible Assets, and Other Definite Lived Long-Lived Assets. We evaluate goodwill and indefinite-lived intangible assets for impairment annually or more frequently when an event occurs or circumstances change that indicate that the carrying value may not be recoverable. We have the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. We consider the timing of our most recent fair value assessment and associated headroom, the actual operating results as compared to the cash flow forecasts used in those fair value assessments, the current long-term forecasts for each reporting unit, and the general market and economic environment of each reporting unit. In addition to the specific factors mentioned above, we assess the following individual factors on an ongoing basis such as:

•A significant adverse change in legal factors or the business climate;

•An adverse action or assessment by a regulator;

•Unanticipated competition;

•A loss of key personnel; and

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•A more-likely-than-not expectation that a reporting unit or a significant portion of a reporting unit will be sold or otherwise disposed of.

If the results of the qualitative analysis were to indicate that the fair value of a reporting unit is less than its carrying value, the quantitative test is required. Under the quantitative approach, we estimate the fair values of our reporting units using a discounted cash flow methodology and in certain circumstances a market-based approach. This analysis requires significant judgment and is based on our strategic plans and estimation of future cash flows, which is dependent on internal forecasts. Our annual analysis also requires significant judgment including the identification and aggregation of reporting units, as well as the determination of our discount rate and perpetual growth rate assumptions. We are required to compare the fair value of the reporting unit with its carrying value and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value. For the year ended June 30, 2026, we recognized no impairments.

We are required to evaluate the estimated useful lives and recoverability of definite lived long-lived assets (for example, customer relationships, developed technology, property, and equipment) on an ongoing basis when indicators of impairment are present. For purposes of the recoverability test, long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The test for recoverability compares the undiscounted future cash flows of the long-lived asset group to its carrying value. If the carrying values of the long-lived asset group exceed the undiscounted future cash flows, the assets are considered to be potentially impaired. The next step in the impairment measurement process is to determine the fair value of the individual net assets within the long-lived asset group. If the aggregate fair values of the individual net assets of the group are less than the carrying values, an impairment charge is recorded equal to the excess of the aggregate carrying value of the group over the aggregate fair value. The loss is allocated to each long-lived asset within the group based on their relative carrying values, with no asset reduced below its fair value. The identification and evaluation of a potential impairment requires judgment and is subject to change if events or circumstances pertaining to our business change. We evaluated our long-lived assets for impairment during the year ended June 30, 2026, and we recognized no impairments.

Recently Issued or Adopted Accounting Pronouncements

See Item 8 of Part II, “Financial Statements and Supplementary Data — Note 2 — Summary of Significant Accounting Policies — Recently Issued or Adopted Accounting Pronouncements."