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CIMPRESS PLC
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 238) 46
Consolidated Balance Sheets 48
Consolidated Statements of Operations 49
Consolidated Statements of Comprehensive Income 50
Consolidated Statements of Shareholders’ Deficit 51
Consolidated Statements of Cash Flows 53
Notes to Consolidated Financial Statements 55
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Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Cimpress plc
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Cimpress plc and its subsidiaries (the "Company") as of June 30, 2026 and 2025, and the related consolidated statements of operations, of comprehensive income, of shareholders' deficit and of cash flows for each of the three years in the period ended June 30, 2026, including the related notes (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of June 30, 2026, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, 2026 and 2025, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2026 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2026, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable
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assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Revenue Recognition– Certain Physical Printed Products and Other Revenue
As described in Notes 2 and 15 to the consolidated financial statements, revenue is generated primarily from the sale and shipment of customized manufactured products. Revenues are recognized at a point in time when control of the promised products is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products. The Company’s consolidated revenue was $3.7 billion for the year ended June 30, 2026, of which a significant portion relates to certain physical printed products and other revenue.
The principal consideration for our determination that performing procedures relating to revenue recognition for certain physical printed products and other revenue is a critical audit matter is a high degree of auditor effort in performing procedures related to the Company’s revenue recognition for certain physical printed products and other revenue.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the revenue recognition process, including controls over the recording of revenue for certain physical printed products and other revenue when control of the promised product is transferred to the customer. These procedures also included, among others (i) testing revenue recognition for a sample of certain physical printed products and other revenue transactions by obtaining and inspecting source documents, such as order confirmations, invoices, and proof of shipment or delivery; (ii) testing the timing of revenue recognition for a sample of certain physical printed products and other revenue transactions before and after period end by obtaining and inspecting source documents, such as order confirmations, invoices, and proof of shipment or delivery; and (iii) confirming a sample of outstanding customer invoice balances as of June 30, 2026 and, for confirmations not returned, obtaining and inspecting source documents, such as order confirmations, invoices, proof of shipment or delivery, and subsequent cash receipts.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
August 7, 2026
We have served as the Company’s auditor since 2014.
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CIMPRESS PLC
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
June 30, 2026 June 30, 2025
Assets
Current assets:
Cash and cash equivalents $ 248,851 $ 233,982
Accounts receivable, net of allowances of $6,772 and $7,957, respectively 73,621 68,289
Inventory 136,982 112,870
Prepaid expenses and other current assets 104,998 87,465
Total current assets 564,452 502,606
Property, plant and equipment, net 367,160 302,494
Operating lease assets, net 121,022 83,951
Software and website development costs, net 106,788 104,764
Deferred tax assets 50,930 61,086
Goodwill 850,778 826,156
Intangible assets, net 70,580 58,348
Other assets 70,801 28,739
Total assets $ 2,202,511 $ 1,968,144
Liabilities, noncontrolling interests and shareholders’ deficit
Current liabilities:
Accounts payable $ 333,252 $ 332,110
Accrued expenses 324,744 304,085
Deferred revenue 48,534 47,975
Short-term debt 14,620 9,085
Operating lease liabilities, current 24,753 22,064
Other current liabilities 29,687 43,343
Total current liabilities 775,590 758,662
Deferred tax liabilities 24,487 23,308
Long-term debt 1,597,361 1,576,178
Operating lease liabilities, non-current 102,549 66,196
Other liabilities 100,801 107,246
Total liabilities 2,600,788 2,531,590
Commitments and contingencies (Note 17)
Redeemable noncontrolling interests (Note 14) 75,567 19,057
Shareholders’ deficit:
Preferred shares, nominal value €0.01 per share, 100,000,000 shares authorized; none issued and outstanding — —
Ordinary shares, nominal value €0.01 per share, 100,000,000 shares authorized; 42,318,634 and 42,448,572 shares issued, respectively; 24,347,387 and 24,477,325 shares outstanding, respectively 596 597
Treasury shares, at cost, 17,971,247 shares for both periods presented (1,363,550) (1,363,550)
Additional paid-in capital 623,454 592,315
Retained earnings 279,418 225,117
Accumulated other comprehensive loss (33,903) (37,969)
Total shareholders’ deficit attributable to Cimpress plc (493,985) (583,490)
Noncontrolling interests (Note 14) 20,141 987
Total shareholders' deficit (473,844) (582,503)
Total liabilities, noncontrolling interests and shareholders’ deficit $ 2,202,511 $ 1,968,144
See accompanying notes.
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CIMPRESS PLC
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share data)
Year Ended June 30,
2026 2025 2024
Revenue $ 3,736,643 $ 3,403,079 $ 3,291,856
Cost of revenue (1) 2,006,941 1,785,635 1,695,062
Technology and development expense (1) 352,536 334,035 321,968
Marketing and selling expense (1) 870,773 814,018 789,872
General and administrative expense (1) 235,315 218,531 205,737
Amortization of acquired intangible assets 13,792 19,062 31,443
Restructuring expense 6,261 5,528 423
Income from operations 251,025 226,270 247,351
Other income (expense), net 11,340 (13,582) 1,583
Interest expense, net (105,751) (115,231) (119,822)
Loss on early extinguishment of debt (3,722) (498) (666)
Income before income taxes 152,892 96,959 128,446
Income tax expense (benefit) 55,778 84,107 (49,362)
Net income 97,114 12,852 177,808
Add: Net (income) loss attributable to noncontrolling interests (1,242) 2,100 (4,126)
Net income attributable to Cimpress plc $ 95,872 $ 14,952 $ 173,682
Basic net income per share attributable to Cimpress plc $ 3.93 $ 0.60 $ 6.64
Diluted net income per share attributable to Cimpress plc $ 3.79 $ 0.58 $ 6.43
Weighted average shares outstanding — basic 24,425,018 24,923,797 26,151,968
Weighted average shares outstanding — diluted 25,326,614 25,636,865 27,004,687
____________________________________________
(1) Share-based compensation expense is allocated as follows:
Year Ended June 30,
2026 2025 2024
Cost of revenue $ 831 $ 803 $ 820
Technology and development expense 20,324 19,715 20,869
Marketing and selling expense 10,417 9,047 11,680
General and administrative expense 29,807 29,314 32,215
See accompanying notes.
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CIMPRESS PLC
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
Year Ended June 30,
2026 2025 2024
Net income $ 97,114 $ 12,852 $ 177,808
Other comprehensive income (loss), net of tax:
Foreign currency translation gains, net of hedges 2,727 1,035 6,530
Net unrealized gains (losses) on derivative instruments designated and qualifying as cash flow hedges 5,801 (4,210) 7,087
Amounts reclassified from accumulated other comprehensive income (loss) to net income for derivative instruments (3,201) (3,310) (8,595)
Loss on pension benefit obligations, net (71) (459) (350)
Comprehensive income 102,370 5,908 182,480
Add: Comprehensive (income) loss attributable to noncontrolling interests (2,432) 1,437 (4,102)
Total comprehensive income attributable to Cimpress plc $ 99,938 $ 7,345 $ 178,378
See accompanying notes.
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CIMPRESS PLC
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT
(in thousands)
Ordinary Shares Treasury Shares
Number of Shares Issued Amount Number of Shares Amount Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Total Shareholders’ Deficit
Balance at June 30, 2023 44,316 $ 615 (17,971) $ (1,363,550) $ 539,454 $ 235,396 $ (35,060) $ (623,145)
Issuance of ordinary shares due to share option exercises, net of shares withheld for taxes 45 — — — 2,102 — — 2,102
Purchase and cancellation of ordinary shares (1,723) (19) — — (21,890) (135,073) — (156,982)
Share-based awards vested, net of shares withheld for taxes 413 8 — — (16,432) — — (16,424)
Share-based compensation expense — — — — 67,049 — — 67,049
Net income attributable to Cimpress plc — — — — — 173,682 — 173,682
Redeemable noncontrolling interest accretion to redemption value — — — — — (1,124) — (1,124)
Net unrealized loss on derivative instruments designated and qualifying as cash flow hedges — — — — — — (1,508) (1,508)
Foreign currency translation, net of hedges — — — — — — 6,554 6,554
Unrealized loss on pension benefit obligations, net of tax — — — — — — (350) (350)
Balance at June 30, 2024 43,051 $ 604 (17,971) $ (1,363,550) $ 570,283 $ 272,881 $ (30,364) $ (550,146)
Issuance of ordinary shares due to share option exercises, net of shares withheld for taxes 29 — — — 1,375 — — 1,375
Purchase and cancellation of ordinary shares (1,192) (13) — — (16,608) (61,154) — (77,775)
Share-based awards vested, net of shares withheld for taxes 561 6 — — (21,938) — — (21,932)
Share-based compensation expense — — — — 59,203 — — 59,203
Net income attributable to Cimpress plc — — — — — 14,952 — 14,952
Redeemable noncontrolling interest accretion to redemption value — — — — — (1,562) — (1,562)
Net unrealized loss on derivative instruments designated and qualifying as cash flow hedges — — — — — — (7,520) (7,520)
Foreign currency translation, net of hedges — — — — — — 374 374
Unrealized loss on pension benefit obligations, net of tax — — — — — — (459) (459)
Balance at June 30, 2025 42,449 $ 597 (17,971) $ (1,363,550) $ 592,315 $ 225,117 $ (37,969) $ (583,490)
See accompanying notes.
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CIMPRESS PLC
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT (CONTINUED)
(in thousands)
Ordinary Shares Treasury Shares
Number of Shares Issued Amount Number of Shares Amount Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Total Shareholders’ Deficit
Balance at June 30, 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 58 — — — 2,711 — — 2,711
Purchase and cancellation of ordinary shares (703) (8) — — (10,625) (39,444) — (50,077)
Share-based awards vested, net of shares withheld for taxes 515 7 — — (19,320) — — (19,313)
Share-based compensation expense — — — — 59,457 — — 59,457
Net income attributable to Cimpress plc — — — — — 95,872 — 95,872
Redeemable noncontrolling interest accretion to redemption value — — — — — (2,127) — (2,127)
Decrease due to purchase of noncontrolling interest — — — — (1,084) — — (1,084)
Net unrealized gain on derivative instruments designated and qualifying as cash flow hedges — — — — — — 3,101 3,101
Foreign currency translation, net of hedges — — — — — — 1,036 1,036
Unrealized loss on pension benefit obligations, net of tax — — — — — — (71) (71)
Balance at June 30, 2026 42,319 $ 596 (17,971) $ (1,363,550) $ 623,454 $ 279,418 $ (33,903) $ (493,985)
See accompanying notes.
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CIMPRESS PLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited in thousands)
Year Ended June 30,
2026 2025 2024
Operating activities
Net income $ 97,114 $ 12,852 $ 177,808
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 151,838 141,131 151,764
Share-based compensation expense 61,379 58,879 65,584
Deferred taxes 4,605 41,971 (94,442)
Loss on early extinguishment of debt 558 123 515
Unrealized (gain) loss on derivatives not designated as hedging instruments included in net income (36,104) 37,734 (4,992)
Effect of exchange rate changes on monetary assets and liabilities denominated in non-functional currency 9,737 (25,104) 116
Other non-cash items 5,963 10,845 1,615
Changes in operating assets and liabilities, net of effects of businesses acquired:
Accounts receivable (1,057) 3,619 161
Inventory (19,970) (7,052) 11,778
Prepaid expenses and other assets (8,167) 7,833 15,560
Accounts payable (15) (18,741) 39,276
Accrued expenses and other liabilities 17,825 33,980 (14,021)
Net cash provided by operating activities 283,706 298,070 350,722
Investing activities
Purchases of property, plant and equipment (100,243) (89,024) (54,927)
Business acquisitions, net of cash acquired (32,390) (658) (3,621)
Capitalization of software and website development costs (67,047) (64,093) (58,307)
Proceeds from the sale of assets 6,016 3,080 23,565
Proceeds from maturity of held-to-maturity investments — 4,500 38,676
Proceeds from the settlement of derivatives designated as hedging instruments — 5,438 —
Other investing activities (1,899) — —
Net cash used in investing activities (195,563) (140,757) (54,614)
Financing activities
Proceeds from issuance of 7.375% Senior Notes due 2032 — 525,000 —
Payments for early redemption or purchase of 7.0% Senior Notes due 2026 — (522,135) (24,471)
Proceeds from borrowings of debt 139,310 41,720 205,775
Payments of debt (121,549) (57,903) (219,722)
Payments of debt issuance costs (7,754) (11,647) (2,076)
Payments of finance lease obligations (11,740) (7,833) (10,140)
Purchase of noncontrolling interests (24,425) (4,058) (65)
Proceeds from sale of noncontrolling interest 24,814 — —
Distributions to noncontrolling interests — (821) (549)
Proceeds from issuance of ordinary shares 2,711 1,375 2,102
Purchase of ordinary shares (50,077) (77,775) (156,982)
Payments of withholding taxes in connection with equity awards (19,313) (21,932) (16,424)
Other financing activities — 88 —
Net cash used in financing activities (68,023) (135,921) (222,552)
Effect of exchange rate changes on cash (5,251) 8,815 (94)
Net increase in cash and cash equivalents 14,869 30,207 73,462
Cash and cash equivalents at beginning of period 233,982 203,775 130,313
Cash and cash equivalents at end of period $ 248,851 $ 233,982 $ 203,775
See accompanying notes.
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CIMPRESS PLC
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(in thousands)
Year Ended June 30,
2026 2025 2024
Supplemental disclosures of cash flow information
Cash paid for interest 109,647 110,138 132,272
Cash received for interest 12,120 12,368 14,169
Cash paid for income taxes 58,692 33,288 49,414
Non-cash investing and financing activities
Property and equipment acquired under finance leases 25,390 3,312 4,562
Amounts accrued related to property, plant and equipment 10,230 11,387 9,991
Amounts accrued related to capitalized software development costs 203 402 125
Amounts accrued related to business acquisitions 7,881 — —
See accompanying notes.
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CIMPRESS PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited in thousands, except share and per share data)
1. Description of the Business
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.
2. Summary of Significant Accounting Policies
Basis of Presentation
The consolidated financial statements include the accounts of Cimpress plc, its wholly owned subsidiaries, entities in which we maintain a controlling financial interest, and those entities in which we have a variable interest and are the primary beneficiary. Intercompany balances and transactions have been eliminated. Investments in entities in which we cannot exercise significant influence, and for which the related equity securities do not have a readily determinable fair value, are included in other assets on the consolidated balance sheets; otherwise the investments are recognized by applying equity method accounting. Our equity method investments are included in other assets on the consolidated balance sheets.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We believe our most significant estimates are associated with the ongoing evaluation of the recoverability of our long-lived assets and goodwill, estimated useful lives of assets, share-based compensation, accounting for business combinations, and income taxes and related valuation allowances, among others. By their nature, estimates are subject to an inherent degree of uncertainty. Actual results could differ from those estimates.
Cash and Cash Equivalents
We consider all highly liquid investments purchased with an original maturity of three months or less to be the equivalent of cash for the purpose of balance sheet and statement of cash flows presentation. Cash equivalents consist of depository accounts and money market funds. Cash and cash equivalents restricted for use were $578 and $569 as of June 30, 2026 and 2025, respectively, and are included in other assets in the accompanying consolidated balance sheets.
For bank accounts that are overdrawn at the end of a reporting period, including any net negative balance in our notional cash pool, we reclassify these overdrafts to short-term debt on our consolidated balance sheets. Book overdrafts that result from outstanding checks in excess of our bank balance are reclassified to other current liabilities.
Accounts Receivable
Accounts receivable includes amounts due from customers. We offset gross trade accounts receivable with an allowance for doubtful accounts, which is our best estimate of the amount of probable credit losses in existing accounts receivable. Account balances are charged off against the allowance when the potential for recovery is no longer reasonably assured.
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Inventories
Inventories consist primarily of raw materials and are recorded at the lower of cost or net realizable value using the first-in, first-out method. Costs to produce products are included in cost of revenues as incurred.
Property, Plant and Equipment
Property, plant and equipment are stated at cost less accumulated depreciation and amortization. Additions and improvements that substantially extend the useful life of a particular asset are capitalized while repairs and maintenance costs are expensed as incurred. Assets that qualify for the capitalization of interest cost during their construction period are evaluated on a per project basis and, if material, the costs are capitalized. No interest costs associated with our construction projects were capitalized in any of the years presented as the amounts were not material. Depreciation of plant and equipment is recorded on a straight-line basis over the estimated useful lives of the assets.
Software and Website Development Costs
We capitalize eligible salaries and payroll-related costs of employees and third-party consultants who devote time to the development of websites and internal-use computer software. Capitalization begins when the preliminary project stage is complete, management with the relevant authority authorizes and commits to the funding of the software project, and it is probable that the project will be completed and the software will be used to perform the function intended. These costs are amortized on a straight-line basis over the estimated useful life of the software, which is generally over a three year period. Costs associated with preliminary stage software development, repair, maintenance, or the development of website content are expensed as incurred.
Amortization of previously capitalized amounts in the years ended June 30, 2026, 2025, and 2024 was $66,551, $62,775, and $62,590, respectively, resulting in accumulated amortization of $398,232 and $345,692 at June 30, 2026 and 2025, respectively.
Intangible Assets
We record acquired intangible assets at fair value on the date of acquisition using the income approach to value the trade names, customer relationships, and customer network and a replacement cost approach to value developed technology and our print network. The income approach calculates fair value by discounting the forecasted after-tax cash flows back to a present value using an appropriate discount rate. The baseline data for this analysis is the cash flow estimates used to price the transaction. We amortize such assets using the straight-line method over the expected useful life of the asset, unless another amortization method is deemed to be more appropriate. In estimating the useful life of the acquired assets, we reviewed the expected use of the assets acquired, factors that may limit the useful life of an acquired asset or may enable the extension of the useful life of an acquired asset without substantial cost, the effects of obsolescence, demand, competition and other economic factors, and the level of maintenance expenditures required to obtain the expected future cash flows from the asset.
We evaluate the remaining useful life of intangible assets on a periodic basis to determine whether events and circumstances warrant a revision to the remaining useful life. If the estimate of an intangible asset’s remaining useful life is changed, we amortize the remaining carrying value of the intangible asset prospectively over the revised remaining useful life.
Long-Lived Assets
Long-lived assets with a finite life are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or any other significant adverse change that would indicate that the carrying amount of an asset or group of assets may not be recoverable.
Business Combinations
We recognize the assets acquired and liabilities assumed in business combinations on the basis of their fair values at the date of acquisition. We assess the fair value of assets, including intangible assets, using a variety of methods and each asset is measured at fair value from the perspective of a market participant. The method used to
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estimate the fair values of intangible assets incorporates significant assumptions regarding the estimates a market participant would make in order to evaluate an asset, including a market participant’s use of the asset and the appropriate discount rates. Assets acquired that are determined to not have economic use for us are expensed immediately. Any excess purchase price over the fair value of the net tangible and intangible assets acquired is allocated to goodwill. Transaction costs and restructuring costs associated with a business combination are expensed as incurred.
The consideration for our acquisitions often includes future payments that are contingent upon the occurrence of a particular event. For acquisitions that qualify as business combinations, we record an obligation for such contingent payments at fair value on the acquisition date.
Goodwill
The evaluation of goodwill for impairment is performed at a level referred to as a reporting unit. A reporting unit is either the “operating segment level” or one level below, which is referred to as a “component.” The level at which the impairment test is performed requires an assessment as to whether the operations below the operating segment should be aggregated as one reporting unit due to their similarity or reviewed individually. Goodwill is evaluated for impairment on an annual basis or more frequently when an event occurs or circumstances change that indicate that the carrying value may not be recoverable. Goodwill is considered to be impaired when the carrying amount of a reporting unit exceeds its estimated fair value.
We have the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If the results of this analysis indicate that the fair value of a reporting unit is less than its carrying value, the quantitative impairment test is required; otherwise, no further assessment is necessary. To perform the quantitative approach, we estimate the fair value of our reporting units using a discounted cash flow methodology. If the carrying value of a reporting unit’s goodwill exceeds its implied fair value, then we record an impairment loss equal to the difference.
We recognized no goodwill impairment charges during the years ended June 30, 2026, 2025, and 2024. Refer to Note 8 for additional details regarding the annual goodwill impairment test.
Noncontrolling Interests
For subsidiaries where we own a controlling equity stake and a third party owns a minority portion, the balance sheet and operating activity are included in our consolidated financial statements, and we adjust net income in our consolidated statement of operations to exclude the noncontrolling interests' proportionate share of results. We classify these noncontrolling interests within our consolidated balance sheets based on the following:
When noncontrolling interests are not subject to any redemption provisions that are outside of our control, we initially recognize these noncontrolling interests at fair value on the sale or acquisition date as part of permanent equity in shareholders deficit within our consolidated balance sheets.
When noncontrolling interests are subject to a redemption provision that is outside of our control, we recognize these noncontrolling interests as temporary equity as part of redeemable noncontrolling interests within our consolidated balance sheets. We recognize these redeemable noncontrolling interests at fair value on the sale or acquisition date and adjust to the redemption value on a periodic basis with the offset to retained earnings. If the formulaic redemption value exceeds the fair value of the noncontrolling interest, the accretion to redemption value is recognized in net (income) loss attributable to noncontrolling interest in our consolidated statement of operations.
Noncontrolling interests are considered mandatorily redeemable when they are subject to an unconditional obligation to be redeemed by both parties. The redeemable noncontrolling interest must be required to be repurchased on a specified date or on the occurrence of a specified event that is certain to occur and is to be redeemed via the transfer of assets. Mandatorily redeemable noncontrolling interests are presented as liability-based financial instruments and are re-measured on a recurring basis to the expected redemption value as part of interest expense, net in our consolidated statement of operations.
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Debt Issuance Costs
Costs associated with the issuance of debt instruments are capitalized and amortized over the term of the respective financing arrangement on a straight-line basis through the maturity date of the related debt instrument. We evaluate all changes to our debt arrangements to determine whether the changes represent a modification or extinguishment to the old debt arrangement. If a debt instrument is deemed to be modified, we capitalize all new lender fees and expense all third-party fees. If we determine that an extinguishment of one of our debt instruments has occurred, the unamortized financing fees associated with the extinguished instrument are expensed. For the revolving loans associated with our senior secured credit facility, all lender and third-party fees are capitalized, and in the event an amendment reduces the committed capacity under the revolving loans, we expense a portion of any unamortized fees on a pro-rata basis in proportion to the decrease in the committed capacity.
Derivative Financial Instruments
We record all derivatives on the consolidated balance sheet at fair value. We apply hedge accounting to arrangements that qualify and are designated for hedge accounting treatment, which includes cash flow and net investment hedges. Hedge accounting is discontinued prospectively if the hedging relationship ceases to be effective or the hedging or hedged items cease to exist as a result of maturity, sale, termination, or cancellation.
Derivatives designated and qualifying as hedges of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges, which could include interest rate swap contracts and cross-currency swap contracts. In a cash flow hedging relationship, the effective and ineffective portion of the change in the fair value of the hedging derivative is initially recorded in accumulated other comprehensive loss. The portion of gain or loss on the derivative instrument previously recorded in accumulated other comprehensive loss remains in accumulated other comprehensive loss until the forecasted transaction is recognized in earnings. For derivatives designated as cash flow hedges, we present the settlement amount of these contracts within cash from operating activities in our consolidated statement of cash flows, if the hedged item continues after contract settlement.
Derivatives designated and qualifying as hedges of currency exposure of a net investment in a foreign operation are considered net investment hedges, which could include cross-currency swap and currency forward contracts as well as intercompany loans. In hedging the currency exposure of a net investment in a foreign operation, the effective and ineffective portion of gains and losses on the hedging instruments is recognized in accumulated other comprehensive loss as part of currency translation adjustment. The portion of gain or loss on the derivative instrument previously recorded in accumulated other comprehensive loss remains in accumulated other comprehensive loss until we reduce our investment in the hedged foreign operation through a sale or substantial liquidation.
We also enter into derivative contracts that are intended to economically hedge certain of our risks, even though we may not elect to apply hedge accounting or the instrument may not qualify for hedge accounting. When hedge accounting is not applied, the changes in the fair value of the derivatives are recorded directly in earnings as a component of other income (expense), net.
In accordance with the fair value measurement guidance, our accounting policy is to measure the credit risk of our derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio. We execute our derivative instruments with financial institutions that we judge to be credit-worthy, defined as institutions that hold an investment grade credit rating.
Shareholders' Deficit
Ordinary and Treasury Shares
Treasury shares are accounted for using the cost method and are included as a component of shareholders' equity. Our various share-based compensation programs entitle recipients to receive issuances of Cimpress ordinary shares upon the vesting of awards which meet applicable performance criteria. We reissue treasury shares as part of our share-based compensation programs and as consideration for some of our acquisition transactions. Upon issuance of treasury shares in conjunction with these programs, we determined the cost using the average cost method. We issue new ordinary shares to meet the needs of our share-based compensation programs.
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We retire ordinary shares from time to time. Upon retirement, these shares become classified as authorized and unissued shares. The retirement of ordinary shares are accounted for as a reduction to the nominal value of our ordinary shares outstanding and additional paid in capital in proportion to the amount of total shares outstanding, with the remaining repurchase value recognized as a reduction to retained earnings.
Comprehensive Income
Comprehensive income is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Comprehensive income is composed of net income, unrealized gains and losses on derivatives, unrealized gains and losses on pension benefit obligations, and cumulative foreign currency translation adjustments, which are included in the accompanying consolidated statements of comprehensive income.
Warrants
We bifurcate and separately account for a detachable warrant as a separate equity instrument. The value assigned to the warrants was determined based on a relative fair value allocation between the warrants and related debt. The fair value of the warrants was determined using a Monte Carlo valuation and applying a discount for the lack of marketability for the warrants. We present the allocated value for the warrants within additional paid-in capital in our consolidated balance sheet. Refer to Note 11 for additional details.
Revenue Recognition
We generate revenue primarily from the sale and shipment of physical printed products. We also generate revenue, to a much lesser extent (and primarily in our VistaPrint business) from digital services, website design and hosting, professional design services, and email marketing services, as well as a small percentage from order referral fees and other third-party offerings. Revenues are recognized when control of the promised products or services is transferred to the customer in an amount that reflects the consideration we expect to be entitled to in exchange for those products or services. Shipping revenues are recognized when control of the related products is transferred to the customer. For design service arrangements, we recognize revenue when the services are complete. A portion of this revenue relates to design contests in which we have determined that we are the principal in the arrangement as we satisfy our contractual performance obligation to provide the customer with the benefit of our platform and network of designers.
Under the terms of most of our arrangements with our customers we provide satisfaction guarantees, which give our customers an option for a refund or reprint over a specified period of time if the customer is not fully satisfied. As such, we record a reserve for estimated sales returns and allowances as a reduction of revenue, based on historical experience or the specific identification of an event necessitating a reserve. Actual sales returns have historically not been significant.
We have elected to recognize shipping and handling activities that occur after transfer of control of the products as fulfillment activities and not as a separate performance obligation. Accordingly, we recognize revenue for our single performance obligation upon the transfer of control of the fulfilled orders, which generally occurs upon delivery to the shipping carrier. If revenue is recognized prior to completion of the shipping and handling activities, we accrue the costs of those activities. We do have some arrangements whereby the transfer of control, and thus revenue recognition, occurs upon delivery to the customer. If multiple products are ordered together, each product is considered a separate performance obligation, and the transaction price is allocated to each performance obligation based on the standalone selling price. Revenue is recognized upon satisfaction of each performance obligation. We generally determine the standalone selling prices based on the prices charged to our customers. We record revenue net of taxes collected from customers that are remitted to governmental authorities.
Our products are customized for each individual customer with no alternative use except to be delivered to that specific customer; however, we do not have an enforceable right to payment prior to delivering the items to the customer based on the terms and conditions of our arrangements with customers, and therefore we recognize revenue at a point in time.
We record deferred revenue when cash payments are received in advance of our satisfaction of the related performance obligation. The satisfaction of performance obligations generally occurs shortly after cash payment and
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we expect to recognize the majority of our deferred revenue balance as revenue within three months subsequent to our fiscal year end.
We periodically provide marketing materials and promotional offers to new customers and existing customers that are intended to improve customer retention. These incentive offers are generally available to all customers, and therefore do not represent a performance obligation as customers are not required to enter into a contractual commitment to receive the offer. These discounts are recognized as a reduction to the transaction price when used by the customer. Costs related to free products are included within cost of revenue and sample products are included within marketing and selling expense.
We have elected to expense incremental direct costs as incurred, which primarily includes sales commissions, since our contract periods generally are less than one year and the related performance obligations are satisfied within a short period of time.
Restructuring
Restructuring costs are recorded in connection with initiatives designed to improve efficiency or enhance competitiveness. Restructuring initiatives require us to make estimates in several areas, including expenses for severance and other employee separation costs and our ability to generate sublease income to enable us to terminate lease obligations at the estimated amounts.
For jurisdictions in which there are statutorily required minimum benefits for involuntary terminations, severance benefits are documented in an employee manual or labor contract, or are consistent with prior restructuring plan benefits, we evaluate these benefits as ongoing benefit arrangements. We recognize the liability for these arrangements when it is probable that the employee would be entitled to the benefits and the amounts can be reasonably estimated. The expense timing generally occurs when management has committed to and approved the restructuring plan.
Involuntary termination benefits that are in excess of statutory minimum requirements and prior restructuring plan benefits are recognized as termination benefits and expensed at the date we notify the employee, unless the employee must provide future service beyond the statutory minimum retention period, in which case the benefits are expensed ratably over the future service period. Liabilities for costs associated with a facility exit or disposal activity are recognized when the liability is incurred, as opposed to when management commits to an exit plan, and are measured at fair value. Restructuring costs are presented as a separate financial statement line within our consolidated statement of operations.
Advertising Expense
Our advertising costs are primarily expensed as incurred and included in marketing and selling expense. Advertising expense for the years ended June 30, 2026, 2025, and 2024 was $467,750, $446,343, and $436,494, respectively, which consisted of external costs related to customer acquisition and retention marketing campaigns.
Research and Development Expense
Research and development costs are expensed as incurred and included in technology and development expense. Research and development expense for the years ended June 30, 2026, 2025, and 2024 was $68,603, $65,003, and $62,655, respectively, which consisted of costs related to enhancing our manufacturing engineering and technology capabilities.
Income Taxes
As part of the process of preparing our consolidated financial statements, we calculate our income taxes in each of the jurisdictions in which we operate. This process involves estimating our current tax expense and deferred tax expense based on assessing temporary and permanent differences resulting from differing treatment of items for tax and financial reporting purposes. We recognize deferred tax assets and liabilities for the temporary differences using the enacted tax rates and laws that will be in effect when we expect temporary differences to reverse. We assess the ability to realize our deferred tax assets based upon the weight of available evidence both positive and negative. To the extent we believe that it is more likely than not that some portion or all of the deferred tax assets will not be realized, we establish a valuation allowance. In the event that actual results differ from our estimates or
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we adjust our estimates in the future, we may need to increase or decrease income tax expense, which could have a material impact on our financial position and results of operations.
We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by the taxing authorities, based on the technical merits of the tax position. The tax benefits recognized in our financial statements from such positions are measured as the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The unrecognized tax benefits may reduce our effective tax rate if recognized. Interest and, if applicable, penalties related to unrecognized tax benefits are recorded in the provision for income taxes. Stranded income tax effects in accumulated other comprehensive loss are released on an item-by-item basis based on when the applicable derivative is recognized in earnings.
Foreign Currency Translation
Our non-U.S. dollar functional currency subsidiaries translate their assets and liabilities denominated in their functional currency to U.S. dollars at current rates of exchange in effect at the balance sheet date, and revenues and expenses are translated at average rates prevailing throughout the period. The resulting gains and losses from translation are included as a component of accumulated other comprehensive loss. Transaction gains and losses and remeasurement of assets and liabilities denominated in currencies other than an entity’s functional currency are included in other income (expense), net in our consolidated statements of operations.
Other Income (Expense), Net
The following table summarizes the components of other income (expense), net.
Year Ended June 30,
2026 2025 2024
Gains (losses) on derivatives not designated as hedging instruments (1) $ 21,935 $ (35,027) $ 3,915
Currency-related (losses) gains, net (2) (12,935) 21,090 (2,818)
Other gains 2,340 355 486
Total other income (expense), net $ 11,340 $ (13,582) $ 1,583
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(1) Includes realized and unrealized gains and losses on derivative currency forward and option contracts not designated as hedging instruments, as well as the ineffective portion of certain interest rate swap contracts that have been de-designated from hedge accounting. For contracts not designated as hedging instruments, we realized (losses) gains of ($14,169), $2,706 and $(1,078), respectively, for the fiscal years ended June 30, 2026, 2025, and 2024. 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. In addition, during all fiscal years presented, we had certain cross-currency swaps designated as cash flow hedges, which hedge the remeasurement of certain intercompany loans; refer to Note 4 for additional details relating to these cash flow hedges.
Net Income Per Share Attributable to Cimpress plc
Basic net income per share attributable to Cimpress plc is computed by dividing net income attributable to Cimpress plc by the weighted-average number of ordinary shares outstanding for the respective period. Diluted net income per share attributable to Cimpress plc gives effect to all potentially dilutive securities, including share options, restricted share units (“RSUs”), warrants, and performance share units ("PSUs"), if the effect of the securities is dilutive using the treasury stock method. Awards with performance or market conditions are included using the treasury stock method only if the conditions would have been met as of the end of the reporting period and their effect is dilutive.
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The following table sets forth the reconciliation of the weighted-average number of ordinary shares.
Year Ended June 30,
2026 2025 2024
Weighted average shares outstanding, basic 24,425,018 24,923,797 26,151,968
Weighted average shares issuable upon exercise/vesting of outstanding share options/RSUs/PSUs/warrants (1) 901,596 713,068 852,719
Shares used in computing diluted net income per share attributable to Cimpress plc 25,326,614 25,636,865 27,004,687
Weighted average anti-dilutive shares excluded from diluted net income per share attributable to Cimpress plc (1) 729,928 1,001,612 96,207
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(1) 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. The effect of the warrants on our weighted-average shares outstanding for a period is dilutive if the average market price of our ordinary shares during the period was higher than the strike price of the warrants and anti-dilutive if the average market price of our ordinary shares during the period was lower than the strike price of the warrants.
Share-based Compensation
Compensation expense for all share-based awards is measured at fair value on the date of grant and recognized over the requisite service period. We recognize the impact of forfeitures as they occur. The fair value of share options is determined using the Black-Scholes valuation model. The fair value of RSUs is determined based on the quoted price of our ordinary shares on the date of the grant. Such value is recognized ratably as expense over the requisite service period, or on an accelerated method for awards with a performance condition.
We have issued PSUs that include a service condition as well as a market or performance condition, and we calculate the fair value at grant, which is fixed throughout the vesting period. For PSUs that include a market condition, the fair value is determined using a Monte Carlo simulation valuation model and the expense recognized over the requisite service period will not be reversed if the market condition is not achieved. For PSUs that include a performance condition, compensation cost is recorded if it is probable that the performance condition will be achieved. The fair value is determined based on the quoted price of our ordinary shares on the date of the grant and our estimated attainment percentage of the related performance condition. The related expense is recognized using the accelerated expense attribution method over the requisite service period for each separately vesting portion of the award. Until the performance condition is measured, changes in the estimated attainment percentages may cause expense volatility since a cumulative expense adjustment will be recognized in the period a change occurs.
Sabbatical Leave
Compensation expense associated with a sabbatical leave, or other similar benefit arrangements, is accrued over the requisite service period during which an employee earns the benefit, net of estimated forfeitures, and is included in other liabilities on our consolidated balance sheets.
Concentrations of Credit Risk
We monitor the creditworthiness of our customers to which we grant credit terms in the normal course of business. We do not have any customers that accounted for greater than 10% of our accounts receivable as of June 30, 2026 and 2025. We do not have any customers that accounted for greater than 10% of our revenue for the years ended June 30, 2026, 2025, and 2024.
We maintain an allowance for doubtful accounts for potential credit losses based upon specific customer accounts and historical trends, and such losses to date in the aggregate have not materially exceeded our expectations.
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Lease Accounting
We determine if an arrangement contains a lease at contract inception. We consider an arrangement to be a lease if it conveys the right to control an identifiable asset for a period of time. Costs for operating leases that include incentives such as payment escalations or rent abatement are recognized on a straight-line basis over the term of the lease. Additionally, inducements received are treated as a reduction of our costs over the term of the agreement. Leasehold improvements are capitalized at cost and amortized over the shorter of their expected useful life or the lease term, excluding renewal periods.
Lease right-of-use ("ROU") assets and liabilities for operating and finance leases are recognized based on the present value of the future lease payments over the lease term at lease commencement date. As most of our leases do not provide an implicit interest rate, we use our incremental borrowing rate based on the information available at the lease commencement date. Our incremental borrowing rate approximates the interest rate on a collateralized basis for the economic environments where our leased assets are located, and is established by considering the credit spread associated with our existing debt arrangements, as well as observed market rates for instruments with a similar term to that of the lease payments. ROU assets also include any lease payments made at or before the lease commencement, as well as any initial direct costs incurred. Lease incentives received from the lessor are recognized as a reduction to the ROU asset.
Our initial determination of the lease term is based on the facts and circumstances that exist at lease commencement. The lease term may include the effect of options to extend or terminate the lease when it is reasonably certain that those options will be exercised. We consider these options reasonably certain to be exercised based on our assessment of economic incentives, including the fair market rent for equivalent properties under similar terms and conditions, costs of relocating, availability of comparable replacement assets, and any related disruption to operations that would be experienced by not renewing the lease.
Finance leases are accounted for as an acquisition of an asset and incurrence of an obligation. Assets held under finance leases are recorded at the lower of the present value of the minimum lease payments or the fair value of the leased asset at the inception of the lease, and amortized over the useful life of the asset. The corresponding finance lease obligation is recorded at the present value of the minimum lease payments at inception of the lease.
Operating leases are included in operating lease assets and current and non-current operating lease liabilities in the consolidated balance sheets. Finance lease assets are included in property, plant, and equipment, net, and the related liabilities are included in other current liabilities and other liabilities in the consolidated balance sheets.
Variable lease payments are excluded from the operating lease assets and liabilities and are recognized as expense in the period in which the obligation is incurred. Variable lease payments primarily include index-based rent escalation associated with some of our real estate leases, as well as property taxes and common area maintenance payments for most real estate leases, which are determined based on the costs incurred by the lessor. We also make variable lease payments for certain print equipment leases that are determined based on production volumes.
We have subleased a small amount of our equipment and real estate lease portfolio to third parties, making us the lessor. Most of these subleases meet the criteria for operating lease classification and the related sublease income is recognized on a straight-line basis over the lease term within the consolidated statement of operations. To a lesser extent, we have leases in which we are the lessees and we classify the leases as finance leases which have been subleased under similar terms, resulting in the sublease classification as direct financing leases. For direct financing leases, we recognize a sublease receivable within prepaid expenses and other current assets and other assets in the consolidated balance sheets.
Recently Issued or Adopted Accounting Pronouncements
Income Taxes
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. As required, we've adopted the standard in the current fiscal year on a retrospective basis for all periods presented and incorporated all expanded disclosure requirements in Note 13.
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Accounting Standards to be Adopted
In November 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2025-09 "Derivatives and Hedging (Topic 815): Hedge Accounting Improvements" (ASU 2025-09), which more closely aligns hedge accounting with the economics of an entity’s risk management activities. The standard will be effective starting with our annual report for the fiscal year ending June 30, 2028, as well as each interim period within that fiscal year. Early adoption is permitted, but we do not intend to early adopt this standard. We do not expect the adoption of this standard to have a material impact on our consolidated financial statements.
In September 2025, the FASB issued Accounting Standards Update No. 2025-06 "Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software" (ASU 2025-06), which modernizes the accounting guidance for internal-use software costs and requires capitalization of software costs to begin when (1) management has authorized and committed to funding the software project and (2) it is probable that the project will be completed and the software will be used to perform the function intended. The standard will be effective starting with our annual report for the fiscal year ending June 30, 2029, as well as each interim period within that fiscal year. Early adoption is permitted, but we do not intend to early adopt this standard. We do not expect the adoption of this standard to have a material impact on our consolidated financial statements.
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. We do not expect the adoption of this standard to have a material impact on our consolidated financial statements.
3. Fair Value Measurements
We use a three-level valuation hierarchy for measuring fair value and include detailed financial statement disclosures about fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:
•Level 1: Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
•Level 2: Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in markets that are not active and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
•Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following tables summarize our assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy.
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June 30, 2026
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 $ 10,951 $ — $ 10,951 $ —
Currency forward contracts 6,083 — 6,083 —
Total assets recorded at fair value $ 17,034 $ — $ 17,034 $ —
Liabilities
Cross-currency swap contracts $ (24,566) $ — $ (24,566) $ —
Currency forward contracts (2,834) — (2,834) —
Currency option contracts (2,703) — (2,703) —
Total liabilities recorded at fair value $ (30,103) $ — $ (30,103) $ —
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 years ended June 30, 2026 and 2025, 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. In the fair value measurements, we incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparties' nonperformance risk, and in doing so, we have considered the impact of netting and any applicable credit enhancements.
Although we have determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to appropriately reflect both our own nonperformance risk and the respective counterparties' nonperformance risk in the fair value measurement. However, as of June 30, 2026, we have assessed the impact of the credit valuation adjustments and determined that it is not significant to the overall valuation of our derivatives and, as a result, that our derivative valuations in their entirety are classified in Level 2 in the fair value hierarchy.
As of June 30, 2026 and 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 June 30, 2026 and 2025, the carrying value of our debt, excluding debt issuance costs and debt premiums and discounts, was $1,636,404 and $1,604,513, respectively, and the fair value was $1,643,976 and $1,582,599, respectively. Our debt at June 30, 2026 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
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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 June 30, 2026, we estimate that $6,387 of income will be reclassified from accumulated other comprehensive loss to interest expense, net during the twelve months ending June 30, 2027. As of June 30, 2026, we had six 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 June 30, 2026 (1) $ 350,000
Contracts with a future start date 80,000
Total $ 430,000
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(1) Based on contracts outstanding as of June 30, 2026, the notional value of our contracted interest rate swaps accruing interest will fluctuate between $320,000 and $380,000 through April 2028 based on layered start dates and maturities.
Hedges of Currency Risk
Cross-Currency Swap Contracts
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. 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.
As of June 30, 2026, 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.
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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. As of June 30, 2026, we had one currency forward contract designated as a net investment hedge with a notional amount of $30,319, maturing during December 2027. The impact of net investment hedges is recognized in accumulated other comprehensive loss as a component of translation adjustments, net of hedges, and would only be reclassified to earnings if the hedged subsidiaries were no longer consolidated entities.
We have elected to not apply hedge accounting for all other currency forward and option contracts. During the years ended June 30, 2026, 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 10 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 June 30, 2026, 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 the 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
$1,013,914 September 2024 through June 2026 Various dates through June 2028 647 Various
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Financial Instrument Presentation
The table below presents the fair value of our derivative financial instruments as well as their classification on the balance sheet as of June 30, 2026 and 2025. Our derivative asset and liability balances fluctuate with interest rate and currency exchange rate volatility.
June 30, 2026
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 $ 10,951 $ — $ 10,951 Other current liabilities / other liabilities $ — $ — $ —
Derivatives in net investment hedging relationships
Cross-currency swap Other assets — — — Other liabilities (24,566) — (24,566)
Currency forward contracts Other assets 1,037 — 1,037 Other liabilities — — —
Total derivatives designated as hedging instruments $ 11,988 $ — $ 11,988 $ (24,566) $ — $ (24,566)
Derivatives not designated as hedging instruments
Currency forward contracts Other current assets / other assets $ 14,221 $ (9,175) $ 5,046 Other current liabilities / other liabilities $ (3,300) $ 466 $ (2,834)
Currency option contracts Other current assets / other assets — — — Other current liabilities / other liabilities (2,772) 69 (2,703)
Total derivatives not designated as hedging instruments $ 14,221 $ (9,175) $ 5,046 $ (6,072) $ 535 $ (5,537)
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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 income (loss), net of tax, for the years ended June 30, 2026, 2025, and 2024:
Year Ended June 30,
2026 2025 2024
Derivatives in cash flow hedging relationships
Interest rate swaps $ 5,801 $ (4,209) $ 5,528
Cross-currency swap — — 1,559
Derivatives in net investment hedging relationships
Cross-currency swaps 6,950 (27,587) —
Intercompany loan — 615 15,754
Currency forward contracts 1,113 (148) (1,080)
Total $ 13,864 $ (31,329) $ 21,761
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The following table presents reclassifications out of accumulated other comprehensive loss for the years ended June 30, 2026, 2025, and 2024:
Amount of Net (Gain) Loss Reclassified from Accumulated Other Comprehensive Loss into Income Affected line item in the Statement of Operations
Year Ended June 30,
2026 2025 2024
Derivatives in cash flow hedging relationships
Interest rate swaps $ (3,454) $ (4,022) $ (7,730) Interest expense, net
Cross-currency swap — — (2,617) Other income (expense), net
Derivatives in net investment hedging relationships
Currency forward contracts (572) — — Interest expense, net
Total before income tax (4,026) (4,022) (10,347) Income before income taxes
Income tax 825 712 1,752 Income tax expense (benefit)
Total $ (3,201) $ (3,310) $ (8,595)
The following table presents the adjustment to fair value recorded within the consolidated statements of operations for the years ended June 30, 2026, 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
Year Ended June 30,
2026 2025 2024
Currency contracts $ 21,935 $ (35,027) $ 3,915 Other income (expense), net
Total $ 21,935 $ (35,027) $ 3,915
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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 $200, $197, and $10,985 for the years ended June 30, 2026, 2025, and 2024, respectively.
Gains (losses) on cash flow hedges (1) Losses on pension benefit obligations Translation adjustments, net of hedges (2) Total
Balance as of June 30, 2023 $ 12,297 $ (356) $ (47,001) $ (35,060)
Other comprehensive income (loss) before reclassifications 7,087 (350) 6,554 13,291
Amounts reclassified from accumulated other comprehensive loss to net income (8,595) — — (8,595)
Net current period other comprehensive income (loss) (1,508) (350) 6,554 4,696
Balance as of June 30, 2024 $ 10,789 $ (706) $ (40,447) $ (30,364)
Other comprehensive income (loss) before reclassifications (4,210) (459) 374 (4,295)
Amounts reclassified from accumulated other comprehensive loss to net income (3,310) — — (3,310)
Net current period other comprehensive income (loss) (7,520) (459) 374 (7,605)
Balance as of June 30, 2025 $ 3,269 $ (1,165) $ (40,073) $ (37,969)
Other comprehensive income (loss) before reclassifications 5,801 (71) 1,537 7,267
Amounts reclassified from accumulated other comprehensive loss to net income (2,700) — (501) (3,201)
Net current period other comprehensive income (loss) 3,101 (71) 1,036 4,066
Balance as of June 30, 2026 $ 6,370 $ (1,236) $ (39,037) $ (33,903)
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(1) Gains (losses) on cash flow hedges include our interest rate swap and cross-currency swap contracts designated in cash flow hedging relationships.
(2) As of June 30, 2026 and 2025, the translation adjustment is inclusive of both realized and unrealized effects of our net investment hedges. Losses on currency forward and swap contracts, net of tax, of $1,844 and $9,406 have been included in accumulated other comprehensive loss as of June 30, 2026 and 2025, respectively. Intercompany loan hedge gains of $42,159, net of tax, have been included in accumulated other comprehensive loss for both periods presented.
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6. Property, Plant and Equipment, Net
Property, plant, and equipment, net consists of the following:
June 30,
Estimated useful lives 2026 2025
Land improvements 10 years $ 3,741 $ 3,770
Building and building improvements 10 - 30 years 165,861 157,338
Machinery and production equipment 4 - 10 years 545,303 453,864
Machinery and production equipment under finance lease 4 - 10 years 68,492 66,021
Computer software and equipment 3 - 5 years 97,968 95,576
Furniture, fixtures and office equipment 5 - 7 years 45,144 37,954
Leasehold improvements Shorter of lease term or expected life of the asset 70,413 55,655
Construction in progress 23,477 21,609
1,020,399 891,787
Less accumulated depreciation, inclusive of assets under finance lease (676,314) (610,895)
344,085 280,892
Land 23,075 21,602
Property, plant, and equipment, net $ 367,160 $ 302,494
Depreciation expense, inclusive of assets under finance leases, totaled $74,576, $61,890, and $59,373 for the years ended June 30, 2026, 2025, and 2024, respectively.
7. Business Combinations
Fiscal Year 2026 Acquisitions
During fiscal year 2026, we completed three immaterial acquisitions for a total cash consideration of $32,390, net of cash acquired. These acquisitions support our strategy of better serving high-value customers in elevated products and delivering efficiencies through cross-Cimpress fulfillment and focused production hubs. We recognized the assets and liabilities on the basis of their fair values at the date of acquisition. The revenue and earnings from these businesses individually and in the aggregate were not material for the year ended June 30, 2026.
•On October 9, 2025, we acquired all outstanding shares of a business that is included in our PrintBrothers reportable segment in exchange for $12,793 of cash consideration. We recognized their net assets at fair value of $8,575, as well as acquired intangible assets of $3,489 and goodwill of $729 which is not deductible for tax purposes.
•On April 10, 2026, we acquired a 50% equity interest in a business and under the terms of the agreement we are provided majority voting rights and day-to-day operational control of the business and therefore consolidated the business as part of our consolidated financial statements. We paid cash consideration of $20,000 at closing and the business is included in The Print Group reportable segment. We recognized their net liabilities at fair value of $6,958, acquired intangible assets of $16,100, as well as their noncontrolling interest of $20,000 and goodwill of $30,858 which is not deductible for tax purposes.
•On April 23, 2026, we acquired an 85% equity interest of a business that is included in our PrintBrothers reportable segment in exchange for $4,552 of cash paid at closing, and a deferred payment of $8,049 due in fiscal year 2028. We recognized their net assets at fair value of $3,547, acquired intangible assets of $7,023, as well as their redeemable noncontrolling interest of $2,224 and goodwill of $4,255 which is not deductible for tax purposes.
We utilized our available cash balance to finance each acquisition. In connection with these acquisitions and the acquisition detailed in Note 20, we incurred $1,827 in general and administrative expenses during the year ended June 30, 2026, primarily related to legal, financial, and other professional services.
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8. Goodwill
The carrying amount of goodwill by reportable segment as of June 30, 2026 and 2025 was as follows:
VistaPrint PrintBrothers The Print Group All Other Businesses Total
Balance as of June 30, 2024 $ 295,285 $ 149,244 $ 147,688 $ 194,921 $ 787,138
Acquisitions — 1,121 — — 1,121
Effect of currency translation adjustments (2) 9,521 14,415 13,961 — 37,897
Balance as of June 30, 2025 $ 304,806 $ 164,780 $ 161,649 $ 194,921 $ 826,156
Acquisitions (1) — 4,984 30,858 — 35,842
Adjustments — (671) — — (671)
Effect of currency translation adjustments (2) (1,577) (4,309) (4,663) — (10,549)
Balance as of June 30, 2026 $ 303,229 $ 164,784 $ 187,844 $ 194,921 $ 850,778
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(1) In fiscal year 2026, we completed three individually immaterial acquisitions. Refer to Note 7 for additional details.
(2) Related to goodwill held by subsidiaries whose functional currency is not the U.S. dollar.
Annual Impairment Review
Fiscal years 2026 and 2025
Our goodwill accounting policy establishes an annual goodwill impairment test date of May 31. We identified nine and eight reporting units for fiscal year 2026 and 2025 with goodwill individually, respectively. We considered the timing of our most recent fair value assessments, associated headroom, actual operating results as compared to the forecasts used to assess fair value, the current long-term forecasts for each reporting unit, and the general economic environment of each reporting unit. After performing this qualitative assessment, we determined that there was no indication the carrying values for any of these reporting units exceeded their respective fair values. We concluded that sufficient headroom between the most recent estimated fair value and carrying value existed. Therefore, no quantitative goodwill impairment test was required for any of our reporting units.
Fiscal year 2024
For our annual goodwill impairment test date of May 31, 2024, after performing the initial qualitative assessment, we determined that there was no indication the carrying values for six of our eight reporting units exceeded their respective fair values. For the two remaining reporting units, which included Exaprint, which is part of The Print Group reportable segment, and BuildASign, which is included in the All Other Businesses reportable segment, we performed a quantitative goodwill impairment test that compared the estimated fair value to carrying value. We used the income approach, specifically the discounted cash flow method, to derive the fair value. As required, prior to performing the quantitative goodwill impairment test for the two reporting units mentioned above, we first evaluated the recoverability of long-lived assets and concluded that no impairment of long-lived assets existed. For both reporting units, we concluded that sufficient headroom between the estimated fair value and carrying value existed and that no goodwill impairment was identified.
Acquired Intangible Assets
June 30, 2026 June 30, 2025
Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount
Trade name $ 148,063 $ (103,786) $ 44,277 $ 146,240 $ (95,690) $ 50,550
Developed technology 103,590 (100,191) 3,399 96,916 (96,178) 738
Customer relationships 212,985 (195,159) 17,826 197,314 (196,931) 383
Customer network and other 24,919 (19,841) 5,078 25,227 (18,550) 6,677
Print network 25,123 (25,123) — 25,799 (25,799) —
Total intangible assets $ 514,680 $ (444,100) $ 70,580 $ 491,496 $ (433,148) $ 58,348
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Acquired intangible assets amortization expense for the years ended June 30, 2026, 2025, and 2024 was $13,792, $19,062, and $31,443 respectively. Estimated intangible assets amortization expense for each of the five succeeding fiscal years and thereafter is as follows:
2027 $ 15,179
2028 13,295
2029 11,104
2030 9,389
2031 8,635
Thereafter 12,978
$ 70,580
9. Other Balance Sheet Components
Accrued expenses included the following:
June 30, 2026 June 30, 2025
Compensation costs $ 93,176 $ 87,781
Income and indirect taxes 57,417 63,667
Advertising costs 33,706 25,428
Third-party manufacturing and digital content costs 23,600 20,018
Variable compensation incentives 15,858 12,416
Shipping costs 12,291 12,796
Interest payable 12,099 12,346
Sales returns 5,542 5,413
Professional fees 5,026 3,061
Restructuring costs 1,326 3,090
Other 64,703 58,069
Total accrued expenses $ 324,744 $ 304,085
Other current liabilities included the following:
June 30, 2026 June 30, 2025
Short-term derivative liabilities $ 15,113 $ 20,969
Mandatorily redeemable noncontrolling interest (1) — 10,673
Current portion of finance lease obligations 12,331 9,121
Other 2,243 2,580
Total other current liabilities $ 29,687 $ 43,343
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(1) In the second quarter of fiscal year 2026, the mandatory redemption date for minority equity interests in three of our businesses within the PrintBrothers reportable segment was reached, resulting in the purchase of their outstanding equity interests for $10,724.
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Other liabilities included the following:
June 30, 2026 June 30, 2025
Long-term derivative liabilities $ 24,700 $ 52,089
Long-term finance lease obligations 36,879 24,501
Long-term compensation incentives 9,233 16,919
Long-term pension liabilities (1) 8,616 1,988
Deferred acquisition payments (2) 7,881 —
Other 13,492 11,749
Total other liabilities $ 100,801 $ 107,246
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(1) The increase was driven in part by obligations assumed in connection with a business acquisition in the current fiscal year and changes in statutory requirements in one jurisdiction. Refer to Note 12 for additional details.
(2) In fiscal year 2026, we acquired an immaterial business, in which a portion of the purchase consideration is payable in fiscal year 2028. Refer to Note 7 for additional details.
10. Debt
June 30, 2026 June 30, 2025
7.375% Senior Notes due 2032 $ 525,000 $ 525,000
Senior secured credit facility 1,097,250 1,072,818
Other (1) 14,154 6,695
Debt issuance costs and discounts, net of debt premiums (24,423) (19,250)
Total debt outstanding, net 1,611,981 1,585,263
Less: short-term debt (2) 14,620 9,085
Long-term debt $ 1,597,361 $ 1,576,178
_____________________
(1) The increase in other debt is primarily related to debt acquired as part of tuck-in acquisitions completed during fiscal year 2026 within our PrintBrothers and The Print Group reportable segments.
(2) Balances as of June 30, 2026 and June 30, 2025 are inclusive of short-term debt issuance costs, debt premiums and discounts of $3,852 and $4,895, respectively.
Our various debt arrangements described below contain customary representations, warranties, and events of default. As of June 30, 2026, we were in compliance with all covenants in those debt contracts, including our amended and restated senior secured credit agreement dated as of June 4, 2026 and the indenture governing our 7.375% senior unsecured notes due September 15, 2032 ("2032 Notes").
Senior Secured Credit Facility
On June 4, 2026, we entered into an amended and restated senior secured credit agreement ("Restated Credit Agreement"), which consists of a Term Loan B denominated in U.S. dollars, issued at 99.75% of par, and as part of the amendment the size was increased by $35,289 to cover related fees and increase liquidity. The maturity date of the Term Loan B was extended to June 2033, and the maturity date of our senior secured revolving credit facility was extended to June 2031. No other material changes were made to the terms of the Term Loan B or the Restated Credit Agreement.
Our Restated Credit Agreement consists of the following as of June 30, 2026:
•a $1,097,250 Term Loan B that bears interest at Term SOFR (with a Term SOFR rate floor of 0%) plus 2.50%, which amortizes over the loan period, with a final maturity date of June 4, 2033, and
•a $250,000 senior secured revolving credit facility with a maturity date of June 4, 2031 (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.
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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 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.
As of June 30, 2026, the weighted-average interest rate on outstanding borrowings under the Restated Credit Agreement was 5.69%, inclusive of interest rate swap rates. We are also required to pay a commitment fee for our Revolving Credit Facility on unused balances of 0.25% to 0.40% 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 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 June 30, 2026, we have not redeemed any of the 2032 Notes.
Debt Issuance Costs and Debt Premiums (Discounts)
During the year ended June 30, 2026, we capitalized debt issuance costs of $7,789 and recognized a debt discount of $2,750 related to the Restated Credit Agreement and during the prior fiscal year, we capitalized debt issuance costs of $11,658 related to the 2032 Notes.
Amortization expense related to debt issuance costs and debt premiums (discounts) is included in interest expense, net in the consolidated statements of operations and amortized over the term of the related instrument. For the years ended June 30, 2026, 2025 and 2024, we amortized $4,807, $4,834, and $4,955, respectively.
Loss on Early Extinguishment of Debt
For the years ended June 30, 2026, 2025, and 2024, loss on early extinguishment of debt was $3,722, $498, and $666, respectively, which was presented separately in the consolidated statements of operations. Loss on early extinguishment of debt includes the write-off of unamortized debt issuance costs and debt premiums (discounts) related to debt extinguishments, as well as third-party costs for debt that was considered modified based on a lender-by-lender analysis.
Other Debt
Other debt primarily consists of term loans acquired through acquisitions or used to fund certain capital investments. As of June 30, 2026 and June 30, 2025, we had $14,154 and $6,695, respectively, outstanding for those obligations that are payable through September 2037. The increase in other debt is primarily related to debt acquired as part of tuck-in acquisitions completed during fiscal year 2026.
11. Shareholders' Deficit
Warrants
In fiscal year 2020, in conjunction with our issuance of our 12% Senior Secured Notes due 2025, which we subsequently redeemed in fiscal year 2021, we also issued 7-year warrants to purchase 1,055,377 ordinary shares of Cimpress, representing approximately 3.875% of our outstanding diluted ordinary shares at the time of issuance. The warrants, which currently remain outstanding, are accounted for as equity, as they are redeemable only in our own shares, with an exercise price of $60 per share. The warrants may be exercised by cash payment or through cashless exercise by the surrender of warrant shares having a value equal to the exercise price of the portion of the warrant being exercised.
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Share-based awards
On November 25, 2020, our shareholders approved our 2020 Equity Incentive Plan (the "2020 Plan"). Upon approval, we ceased granting new awards under any of our prior equity plans – the 2016 Performance Equity Plan, 2011 Equity Incentive Plan, and 2005 Non-Employee Directors' Share Option Plan, and we now grant all equity awards under the 2020 Plan. Some awards previously granted under the former plans remain outstanding and are governed by their original terms.
The 2020 Plan allows us to grant share options, share appreciation rights, restricted shares, restricted share units, other share-based awards, and dividend equivalent rights to our employees, officers, non-employee directors, consultants, and advisors. The maximum number of ordinary shares authorized for issuance under the 2020 Plan is 7,500,000, plus an additional number of shares equal to the number of PSUs outstanding under the 2016 Performance Equity Plan that expire, terminate, or are otherwise surrendered, canceled, or forfeited.
As of June 30, 2026, 1,221,655 ordinary shares were available for future awards under our 2020 Plan. For PSUs where the performance condition has not been completed, we assumed that we would issue the maximum potential ordinary shares based on the terms described below.
Performance share units
During the current fiscal year, we issued PSUs (the "2026 PSUs") as part of our long-term incentive program. The 2026 PSUs include both a service and performance condition. The performance condition for these awards was based on one-year financial targets for fiscal year 2026 variable gross profit and adjusted EBITDA. Actual shares issued for each grant could range from 60% to 160% of the number of 2026 PSUs granted based on the attainment of the performance condition. The final measurement of the performance condition will occur during the first quarter of fiscal year 2027.
During the years ended June 30, 2025 and 2024, we issued PSUs as part of our long-term incentive program. These PSUs include both a service and performance condition. The performance condition for these awards was based on one-year financial targets in each applicable fiscal year for revenue, adjusted EBITDA, and unlevered free cash flow.
On May 23, 2025, the Compensation Committee of Cimpress' Board of Directors amended the terms of the 2025 PSUs to incorporate a minimum performance attainment of 60%, subject to the Compensation Committee's discretion to account for non-recurring items, that previously had been 0%. The change of terms impacted all 276 PSU grant recipients for the 2025 PSUs with awards outstanding as of the modification date. The modification resulted in incremental compensation expense of $4,800 from the awards for which estimated attainment as of the modification date was below 60%.
A summary of our PSU activity and related information for the fiscal year ended June 30, 2026 is as follows:
PSUs Weighted- Average Grant Date Fair Value Aggregate Intrinsic Value
Outstanding at the beginning of the period 2,260,459 $ 106.93
Granted 701,894 59.33
Vested and distributed (297,389) 76.72
Forfeited (255,943) 79.77
Outstanding at the end of the period 2,409,021 $ 99.68 $ 244,997
The weighted average fair value of PSUs granted during the fiscal years ended June 30, 2026, 2025, and 2024 was $59.33, $80.80, and $70.21, respectively. The total intrinsic value of PSUs outstanding as of June 30, 2026, 2025, and 2024 was $244,997, $106,242, and $169,512, respectively. The total intrinsic value of PSUs assumes that the performance condition is met at target if the final measurement has not been determined; however, it is possible that a portion or all of these PSUs granted before fiscal year 2025 will not achieve the associated market condition. As of June 30, 2026, the number of shares subject to PSUs included in the table above assumes the issuance of one share for each PSU, but based on the terms of each program as described above, the actual issuance of shares could range from a minimum of 751,087 shares to a maximum of 4,893,636 shares.
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Restricted share units
The fair value of an RSU award is equal to the fair market value of our ordinary shares on the date of grant and the expense is recognized on a straight-line basis over the requisite service period. RSUs generally vest over 4 years.
A summary of our RSU activity and related information for the fiscal year ended June 30, 2026 is as follows:
RSUs Weighted- Average Grant Date Fair Value Aggregate Intrinsic Value
Unvested at the beginning of the period 865,881 $ 69.89
Granted 503,172 61.20
Vested and distributed (490,722) 67.07
Forfeited (71,845) 64.42
Unvested at the end of the period 806,486 $ 66.67 $ 82,020
The weighted average fair value of RSUs granted during the fiscal years ended June 30, 2026, 2025, and 2024 was $61.20, $83.71, and $71.42, respectively. The total intrinsic value of RSUs vested during the fiscal years ended June 30, 2026, 2025, and 2024 was $34,292, $38,110, and $47,661, respectively.
Share options
We have granted options to purchase ordinary shares at prices that are at least equal to the fair market value of the shares on the date the option is granted and that generally vest over four years with a contractual term of ten years.
The fair value of each option award subject only to service period vesting is estimated on the date of grant using the Black-Scholes option pricing model. Use of a valuation model requires management to make certain assumptions with respect to inputs. The expected volatility assumption is based upon historical volatility of our share price. The expected term assumption is based on the contractual and vesting term of the option and historical experience. The risk-free interest rate is based on the U.S. Treasury yield curve with a maturity equal to the expected life assumed at the grant date.
We did not grant any share options in fiscal years 2026, 2025 or 2024.
A summary of our share option activity and related information for the year ended June 30, 2026 is as follows:
Shares Pursuant to Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (years) Aggregate Intrinsic Value
Outstanding at the beginning of the period 287,907 $ 45.96 7.0 $ 344
Exercised (59,161) 45.81
Forfeited/expired (10,112) 50.77
Outstanding at the end of the period 218,634 $ 45.78 6.2 $ 12,225
Exercisable at the end of the period 216,304 $ 45.88 6.2 $ 12,075
The intrinsic value in the table above represents the total pre-tax amount, net of exercise price, which would have been received if all option holders exercised in-the-money options on June 30, 2026. The total intrinsic value of options exercised during the fiscal years ended June 30, 2026, 2025, and 2024 was $2,023, $1,318 and $1,816, respectively.
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Share-based compensation
Total share-based compensation costs were $58,326, $58,879, and $65,584 for the years ended June 30, 2026, 2025, and 2024, respectively, and we recognize the impact of forfeitures as they occur. Share-based compensation costs capitalized as part of software and website development costs were $3,426, $3,808, and $3,160 for the years ended June 30, 2026, 2025, and 2024, respectively.
For the years ended June 30, 2026, 2025, and 2024, we recognized tax benefits on total share-based compensation costs of $10,883, $10,797, and $11,970, respectively, prior to any consideration of any valuation allowance, as part of income tax expense (benefit). For the years ended June 30, 2026, 2025, and 2024, tax benefit (expense) related to awards vested or exercised was $(49), $426, and $1,190, respectively.
As of June 30, 2026, there was $67,773 of total unrecognized compensation cost related to non-vested, share-based compensation arrangements. This cost is expected to be recognized over a weighted average period of 2.0 years.
Subsidiary level equity arrangements
During the fiscal year 2026, we sold subsidiary level equity with a share-based compensation element, which resulted in share-based compensation expense of $3,053 recognized for the year ended June 30, 2026. Refer to Note 14 for additional details.
Purchase and retirement of ordinary shares
During the year ended June 30, 2026, we repurchased 702,820 of our ordinary shares for $50,077. The shares were immediately retired after repurchase and therefore have been classified as authorized and unissued shares as of June 30, 2026. The retirement of the repurchased ordinary shares resulted in a reduction in ordinary shares of $8, as well as a reduction to additional paid in capital and retained earnings of $10,625 and $39,444, respectively.
12. Employees' Savings Plans
Defined contribution plans
We maintain certain government-mandated and defined contribution plans throughout the world. Our most significant defined contribution retirement plans are in the U.S. and comply with Section 401(k) of the Internal Revenue Code. We offer eligible employees in the U.S. the opportunity to participate in one of these plans and match most employees' eligible contributions at various rates subject to service vesting as specified in each of the related plan documents.
We expensed $25,815, $18,706, and $17,100 for our government-mandated and defined contribution plans in the years ended June 30, 2026, 2025, and 2024, respectively.
Defined benefit plans
We maintain defined benefit and statutory gratuity plans covering eligible employees across multiple jurisdictions. These plans represent statutory obligations with benefits generally determined based on years of service and employee compensation; however, the specific terms and level of benefits vary by jurisdiction in accordance with local regulations.
For certain funded arrangements, both we and certain employees with annual earnings in excess of government determined amounts are required to make contributions into a fund managed by an independent investment fiduciary. Employer contributions must be in an amount at least equal to the employee’s contribution. Minimum employee contributions are based on the respective employee’s age, salary, and gender.
As of June 30, 2026 and 2025, the combined net pension liability of all defined benefit and statutory gratuity plans recognized on our consolidated balance sheets was approximately $10,056 and $1,988, respectively. Plan assets, which relate solely to our funded arrangements, totaled approximately $8,740 and $7,494 as of June 30, 2026 and 2025, respectively. For the years ended June 30, 2026, 2025, and 2024 we recognized expense totaling
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$1,914, $423, and $438, respectively, related to these plans. The increase in the net pension liability during fiscal year 2026 was driven in part by obligations assumed in connection with business acquisitions in the current fiscal year and changes in statutory requirements in one jurisdiction.
13. Income Taxes
The following is a summary of our income (loss) before income taxes by geography:
Year Ended June 30,
2026 2025 2024
Domestic (Ireland) $ (72,850) $ (130,469) $ (211,304)
Foreign 225,742 227,428 339,750
Income before income taxes $ 152,892 $ 96,959 $ 128,446
The components of the (benefit) provision for income taxes are as follows:
Year Ended June 30,
2026 2025 2024
Current tax expense (benefit):
Federal (Ireland) $ 715 $ (8,831) $ (2,846)
Foreign 50,751 51,357 45,668
Total Current tax expense (benefit) 51,466 42,526 42,821
Deferred tax expense(benefit):
Federal (Ireland) — — —
Foreign 4,312 41,581 (92,183)
Total Deferred tax expense (benefit) 4,312 41,581 (92,183)
Income tax expense (benefit) $ 55,778 $ 84,107 $ (49,362)
We adopted Accounting Standards Update No. 2023-09 "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" (ASU 2023-09) for the annual period ended June 30, 2026 on a retrospective basis for all periods presented. In accordance with ASU 2023-09, the following is a reconciliation of the standard federal statutory tax rate in our country of domicile, which is the Irish trading rate of 12.5%, and our effective tax rate:
Year Ended June 30,
2026 2025 2024
Irish federal statutory tax rate $ 19,112 12.5 % $ 12,120 12.5 % $ 16,056 12.5 %
Foreign tax effects
Australia
Changes in valuation allowances (3,166) (2.1) % (638) (0.7) % (427) (0.3) %
Other (575) (0.4) % 1,136 1.2 % 462 0.4 %
Bermuda
Changes in valuation allowances (2,360) (1.5) % 4,721 4.9 % — — %
Other 406 0.3 % (1,350) (1.4) % (262) (0.2) %
Brazil
Statutory tax rate difference between Brazil and Ireland (2,063) (1.3) % (1,698) (1.8) % (1,212) (0.9) %
Changes in valuation allowances 2,920 1.9 % 2,667 2.8 % 1,904 1.5 %
Other 342 0.2 % 18 — % 13 — %
Canada
State and local income tax, net of federal (national) income tax effect (1) 1,367 0.9 % 1,581 1.6 % 1,437 1.1 %
Other 425 0.3 % 798 0.8 % 1,300 1.0 %
France
Changes in valuation allowances (854) (0.6) % (50) (0.1) % 1,061 0.8 %
Other 313 0.2 % 136 0.1 % (679) (0.5) %
Germany
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Year Ended June 30,
2026 2025 2024
Statutory tax rate difference between Germany and Ireland 1,121 0.7 % 1,534 1.6 % 1,843 1.4 %
State and local income tax, net of federal (national) income tax effect (2) 5,720 3.7 % 7,597 7.8 % 8,484 6.6 %
Other (669) (0.4) % 974 1.0 % (1,338) (1.0) %
Italy
Statutory tax rate difference between Italy and Ireland 3,367 2.2 % 5,861 6.0 % 5,522 4.3 %
State and local income tax, net of federal (national) income tax effect (3) 1,850 1.2 % 2,488 2.6 % 1,558 1.2 %
Other (1,547) (1.0) % 2,081 2.1 % 723 0.6 %
Japan
Statutory tax rate difference between Japan and Ireland (138) (0.1) % 3,151 3.2 % (591) (0.5) %
Changes in valuation allowances 388 0.3 % (6,526) (6.7) % 1,455 1.1 %
Other (172) (0.1) % 1,284 1.3 % (510) (0.4) %
The Netherlands
Statutory tax rate difference between The Netherlands and Ireland 926 0.6 % 1,410 1.5 % 2,617 2.0 %
Other 2,449 1.6 % (801) (0.8) % 117 0.1 %
Spain
Statutory tax rate difference between Spain and Ireland 821 0.5 % 1,074 1.1 % 1,010 0.8 %
Other 582 0.4 % (236) (0.2) % (239) (0.2) %
Switzerland
Statutory tax rate difference between Switzerland and Ireland (4,092) (2.7) % (5,266) (5.4) % (4,726) (3.7) %
State and local income tax, net of federal (national) income tax effect (4) 10,754 7.0 % 36,586 37.7 % (83,969) (65.4) %
Changes in valuation allowances (10) — % 13 — % (19,184) (14.9) %
Other (479) (0.3) % 789 0.8 % (94) (0.1) %
United States
Statutory tax rate difference between the United States and Ireland (299) (0.2) % (1,830) (1.9) % (1,918) (1.5) %
Tax credits
Research and development tax credits (2,849) (1.9) % (1,462) (1.5) % (3,146) (2.4) %
Other (4) — % (18) — % (27) — %
Changes in valuation allowances (1,565) (1.0) % 235 0.2 % 11,859 9.2 %
Nontaxable or nondeductible items
U.S. IRC Section 162(m) 484 0.3 % 2,666 2.7 % 361 0.3 %
Stock compensation windfall (99) (0.1) % (487) (0.5) % (1,577) (1.2) %
Interest expense 141 0.1 % 1,887 1.9 % — — %
Royalty expense 1,148 0.8 % 1,620 1.7 % — — %
Other 2,078 1.4 % 513 0.5 % 162 0.1 %
Other 725 0.5 % (660) (0.7) % (1,167) (0.9) %
Other foreign jurisdictions 5,648 3.7 % 4,337 4.5 % 3,636 2.8 %
Effect of cross-border tax laws
Tax on repatriated earnings — — % — — % 7,420 5.8 %
Tax credits
Foreign tax credits — — % 6,468 6.7 % (31,795) (24.8) %
Changes in valuation allowances (424) (0.3) % (4,252) (4.4) % 27,334 21.3 %
Nontaxable or nondeductible items
Interest expense 5,559 3.6 % 9,392 9.7 % 7,043 5.5 %
Stock compensation 1,507 1.0 % 1,392 1.4 % 2,039 1.6 %
Intercompany debt forgiveness — — % 2,172 2.2 % — — %
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Year Ended June 30,
2026 2025 2024
Other 2,213 1.4 % 910 0.9 % 794 0.6 %
Changes in unrecognized tax benefits 3,808 2.5 % (9,804) (10.1) % 303 0.2 %
Other adjustments 969 0.6 % (426) (0.4) % (3,014) (2.3) %
Effective income tax rate $ 55,778 36.5 % $ 84,107 86.7 % $ (49,362) (38.4) %
_____________________
(1) Ontario accounted for the majority (greater than 50 percent) of the tax effect in this category for all periods presented.
(2) Trade tax for Berlin and Backnang accounted for the majority (greater than 50 percent) of the tax effect in this category for all periods presented.
(3) Imposta Regionale sulle Attivita Produttive (IRAP) for Veneto accounted for the majority (greater than 50 percent) of the tax effect in this category for all periods presented.
(4) Cantonal tax for Zurich accounted for the majority (greater than 50 percent) of the tax effect in this category for all periods presented. This includes changes in valuation allowances of $26,804 and $(86,581) for fiscal years 2025 and 2024, respectively.
For the year ended June 30, 2026, our effective tax rate was above the Irish federal statutory tax rate primarily due to generally higher tax rates in other jurisdictions in which we operate, including state and local tax rates, and non-deductible interest expense.
For the year ended June 30, 2026, our effective tax rate was 36.5% as compared to the prior year effective tax rate of 86.7%. The decrease in our effective tax rate as compared to the prior year is primarily due to changes in the Swiss valuation allowance year-over-year as discussed below and reduced losses in certain jurisdictions for which we cannot recognize a tax benefit. Our fiscal year 2025 effective tax rate was higher than fiscal year 2024 primarily due to changes in the Swiss valuation allowance year-over-year as discussed below.
In the year ended June 30, 2025 we recorded a change in estimate for our Swiss valuation allowance on Swiss deferred tax assets related to Swiss tax reform benefits recognized in fiscal year 2020. We recognized tax expense of $26,804 to adjust the partial valuation allowance in Switzerland to reflect the current estimated usage of these tax assets. We considered all available evidence, including the near-term impact of recent product-mix shifts in the VistaPrint segment, the expectation of the timing of future taxable income, and the expiration of the tax assets. This is compared to a tax benefit of $105,765 in the year ended June 30, 2024 to partially release the full valuation allowance previously recorded in the quarter ended December 31, 2022. As some of these tax assets will expire prior to when they can be used, a partial valuation allowance remained against those expected to expire unused. The prior year release was based on cumulative income in Switzerland plus current period and forecasted profits resulting in the ability to utilize some of these tax assets prior to their expiration. We continue in a partial valuation allowance position at June 30, 2026.
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Significant components of our deferred income tax assets and liabilities consisted of the following at June 30, 2026 and 2025:
June 30, 2026 June 30, 2025
Deferred tax assets:
Swiss tax-amortizable goodwill $ 131,413 $ 141,872
Net operating loss carryforwards 52,417 59,476
Leases 43,212 30,377
Depreciation and amortization 4,010 4,352
Accrued expenses 16,681 14,117
Share-based compensation 19,134 18,809
Tax credit and other carryforwards 63,627 61,626
Derivative financial instruments 7,765 10,603
U.S. Internal Revenue Code Section 174 capitalization 6,630 6,254
Interest limitation carryforwards 33,737 29,796
Other 2,403 996
Subtotal 381,029 378,278
Valuation allowance (236,293) (248,367)
Total deferred tax assets 144,736 129,911
Deferred tax liabilities:
Depreciation and amortization (54,809) (42,237)
Leases (41,672) (28,527)
Tax on unremitted earnings (9,363) (9,045)
Derivative financial instruments (4,619) (2,116)
Other (7,830) (10,208)
Total deferred tax liabilities (118,293) (92,133)
Net deferred tax assets $ 26,443 $ 37,778
In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some or all of the deferred tax assets will not be realized. We have recorded a partial valuation allowance of $77,091 against the Swiss tax-amortizable goodwill deferred tax asset, which we can only benefit from through December 31, 2029 under our Swiss tax ruling. In addition, we have recorded valuation allowances of $48,219 against deferred tax assets related to tax losses in certain jurisdictions (mainly Bermuda, Brazil, Ireland and the United Kingdom), $33,737 against interest limitation carryforwards (mainly the Netherlands and the U.S.), and $30,516 against Irish foreign tax credits, for which management has determined that it is more likely than not that these will not be realized. Many of the tax losses, the interest limitation carryforwards and the foreign tax credit carryforwards do not expire, but management has determined it is more likely than not that these will not be utilized. We will continue to assess the realization of the deferred tax assets based on operating results on a quarterly basis.
A reconciliation of the beginning and ending amount of the valuation allowance for the year ended June 30, 2026 is as follows:
Balance at June 30, 2025 $ 248,367
Charges to earnings (1) (8,155)
Charges to other accounts (2) (3,919)
Balance at June 30, 2026 $ 236,293
_________________
(1) Amount is primarily related to tax loss expirations in certain jurisdictions (mainly Japan), a release of the valuation allowance in Australia, and unrealized gains on derivative financial instruments included in comprehensive income, offset by increased losses in certain jurisdictions (mainly Brazil).
(2) Amount is primarily related to unrealized gains on derivative financial instruments included in accumulated other comprehensive loss.
As of June 30, 2026, we had tax-effected U.S. federal and state net operating losses of $276 and $1,399, respectively, that expire on various dates from fiscal year 2031 through fiscal year 2046 or with unlimited carryforward. We also had tax-effected non-U.S. net operating loss carryforwards of $50,742, with amounts expiring on various dates through fiscal year 2033 or having unlimited carryforward. In addition, we had $31,858 of tax credit carryforwards primarily related to U.S. federal and state research and development credits, which expire on various
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dates beginning in fiscal year 2030 or have unlimited carryforward. Lastly, we had $30,516 of Irish foreign tax credits with unlimited carryforward. The benefits of these carryforwards are dependent upon the generation of taxable income in the jurisdictions in which they arose.
We consider the following factors, among others, in evaluating our plans for indefinite reinvestment of our subsidiaries’ earnings: (i) the forecasts, budgets, and financial requirements of both our parent company and its subsidiaries, both for the long term and for the short term; (ii) the ability of Cimpress plc to fund its operations and obligations with earnings from other businesses within the global group without incurring substantial tax costs; and (iii) the tax consequences of any decision to reinvest earnings of any subsidiary. If, in the future, we decide to repatriate the undistributed earnings from certain subsidiaries that are considered indefinitely reinvested in the form of dividends or otherwise, we could be subject to withholding taxes payable in the range of $20,000 to $22,000 at that time. A cumulative deferred tax liability of $9,363 has been recorded attributable to undistributed earnings that we have deemed are not indefinitely reinvested.
A reconciliation of the gross beginning and ending amount of unrecognized tax benefits is as follows:
Balance June 30, 2023 $ 15,624
Additions based on tax positions related to the current tax year 450
Additions based on tax positions related to prior tax years 405
Reductions based on tax positions related to prior tax years (527)
Reductions due to audit settlements (264)
Reductions due to lapse of statute of limitations (1,021)
Cumulative translation adjustment (13)
Balance June 30, 2024 $ 14,654
Additions based on tax positions related to the current tax year 5,272
Additions based on tax positions related to prior tax years 51
Reductions based on tax positions related to prior tax years (289)
Reductions due to audit settlements (237)
Reductions due to lapse of statute of limitations (7,506)
Cumulative translation adjustment (1)
Balance June 30, 2025 $ 11,944
Additions based on tax positions related to the current tax year 388
Additions based on tax positions related to prior tax years 4,763
Reductions based on tax positions related to prior tax years (1,079)
Reductions due to audit settlements (127)
Reductions due to lapse of statute of limitations (460)
Cumulative translation adjustment 19
Balance June 30, 2026 $ 15,448
For the year ended June 30, 2026, the amount of unrecognized tax benefits (exclusive of interest) that, if recognized, would impact the effective tax rate is $2,060. We recognize interest and, if applicable, penalties related to unrecognized tax benefits in income tax expense. The interest and penalties recognized as of years ended June 30, 2026, 2025, and 2024 were $116, $17, and $2,394, respectively. 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 fiscal years 2021 through 2026 remain open to examination in the various tax jurisdictions in which we file. In addition, for certain tax attribute carryforwards originating in fiscal years 2014 through 2026, the statute of limitations will be dependent on the year in which the attributes are utilized.
We are currently under income tax audit in certain jurisdictions globally. We believe that our income tax reserves are adequately maintained taking into consideration both the technical merits of our tax return positions and ongoing developments in our income tax audits. However, the final determination of our tax return positions, if
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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.
The following table presents the net income taxes paid, disaggregated by jurisdiction:
Year Ended June 30,
2026 2025 2024
Federal (Ireland) $ 20 $ 26 $ 26
Foreign
Canada * 3,579 3,714
Germany 20,725 12,306 21,975
India 3,071 2,651 *
Italy 13,529 11,599 9,065
The Netherlands 4,664 4,283 6,177
Switzerland 4,565 * *
United States * (9,350) *
Other foreign 12,118 8,194 8,457
Total income taxes paid $ 58,692 $ 33,288 $ 49,414
* Jurisdiction is below 5% of the total for the period
14. 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.
During the third quarter of 2026, we completed the sale of an 8.75% aggregate equity interest in each of the businesses within our PrintBrothers reportable segment to certain members of the management team in exchange for cash proceeds of €21,000 ($24,814 based on the exchange rate in effect on the date we received the proceeds). The management team member minority interest holders are subject to a 10-year lock-up period and noncompete restrictions and hold the right, starting in 2036, to sell their interests to us at a price that considers specified market inputs. We recognized the redeemable noncontrolling interest at the estimated fair value of €53,000 ($61,498 based on the exchange rate in effect on the date we completed the sale).
We concluded that the arrangement includes elements that are recognized in accordance with ASC 718, Stock Compensation, since the counterparties to the agreement are current members of the respective management teams. Consequently, we recognized an asset of $36,684 for the difference between the estimated fair value of the redeemable noncontrolling interest and the cash consideration received. This asset will be recognized as share-based compensation expense over the noncompete period, which extends two years beyond the lock-up period, or over a 12 year period. As of June 30, 2026, $2,657 of this asset is recognized within prepaid expenses and other current assets, and $30,996 is recognized within other assets in our consolidated balance sheets.
During the three months ended June 30, 2026, the estimated redemption value of these redeemable noncontrolling interests was below the carrying value and therefore no adjustments were recognized.
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The following table presents the reconciliation of changes in our noncontrolling interests:
Redeemable Noncontrolling Interest Noncontrolling Interest
Balance as of June 30, 2024 $ 22,998 $ 634
Acquisition of noncontrolling interest (1) 866 —
Accretion to redemption value recognized in retained earnings 1,562 —
Purchase of noncontrolling interests (2) (4,579) —
Net income (loss) attributable to noncontrolling interests (2,364) 264
Foreign currency translation 574 89
Balance as of June 30, 2025 $ 19,057 $ 987
Proceeds from sale of noncontrolling interests 24,814 —
Fair value adjustment from sale of noncontrolling interests 36,684 —
Acquisition of noncontrolling interests (1) 2,224 20,000
Accretion to redemption value recognized in retained earnings 2,127 —
Adjustment to purchase price recognized in additional paid in capital — 1,084
Purchase of noncontrolling interests (3) (11,909) (1,792)
Net income (loss) attributable to noncontrolling interests 1,320 (78)
Foreign currency translation 1,250 (60)
Balance as of June 30, 2026 $ 75,567 $ 20,141
_________________
(1) During fiscal years 2026 and 2025, we completed acquisitions of immaterial businesses that are part of our PrintBrothers and The Print Group reportable segments. This represents the estimated fair value of the respective noncontrolling interests upon acquisition. Refer to Note 7 for additional details.
(2) During fiscal year 2025, we purchased 49% of the remaining equity interest in one of the smaller businesses previously acquired and included in our PrintBrothers reportable segment for a total purchase price of $4,579, which consisted of $4,058 of cash paid at closing, and $521 of a deferred payment that is payable in fiscal year 2029.
(3) In the second quarter of fiscal year 2026, the minority equity interest holders for one of our smaller businesses within the PrintBrothers reportable segment exercised their put option, which resulted in our purchase of the remaining noncontrolling interests for $11,909. In the third quarter of fiscal year 2026, we purchased the remaining noncontrolling interests in another of our smaller businesses within the PrintBrothers reportable segment for $1,792.
15. Segment Information
Our operating segments are based upon the manner in which our operations are managed and the availability of separate financial information reported internally to the Chief Executive Officer, who is our Chief Operating Decision Maker (“CODM”). Our CODM manages our business primarily by reviewing consolidated results by segment as part of the quarterly reporting process using EBITDA to assess performance and allocate resources to our segments.
As of June 30, 2026, we have numerous operating segments under our management reporting structure, which are reported in the following five reportable segments:
•VistaPrint - 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 VistaPrint 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, Mixam, 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 and to a lesser extent in the United States.
•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
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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 VistaPrint reportable segment into our central functions. The change is intended to drive efficiencies through those functions. We have updated our segment presentation for 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, corporate communications, remote first enablement, consolidated reporting and compliance, investor relations, capital allocation, and the functions of our CEO and CFO. These costs also include certain unallocated share-based compensation costs.
The expense value of our PSU awards is based on fair value and is required to be expensed on an accelerated basis. In order to ensure comparability in measuring our businesses' results, we allocate the straight-line portion of the fixed grant value to our businesses. Any expense in excess of this amount as a result of the fair value measurement of the PSUs and the accelerated expense profile of the awards is recognized within central and corporate costs.
Our definition of segment EBITDA is GAAP operating income excluding certain items, such as depreciation and amortization, expense recognized for contingent earn-out related charges including the changes in fair value of contingent consideration and compensation expense related to cash-based earn-out mechanisms dependent upon continued employment, share-based compensation related to investment consideration, certain impairment expense, and restructuring charges. We include insurance proceeds that are not recognized within operating income. We do not allocate non-operating income, including realized gains and losses on currency hedges, to our segment results.
Our balance sheet information is not presented to the CODM on an allocated basis, and therefore we do not present asset information by segment. We do regularly present to the CODM the purchases of property, plant and equipment and capitalization of software and website development costs, and therefore include that information in the tables below.
Revenue by segment is based on the business-specific websites or sales channel through which the customer’s order was transacted. The following tables set forth revenue by reportable segment, as well as disaggregation of revenue by major geographic region and reportable segment.
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Year Ended June 30,
2026 2025 (1) 2024 (1)
Revenue:
VistaPrint $ 1,934,492 $ 1,824,546 $ 1,742,663
PrintBrothers 823,155 669,187 639,604
The Print Group 445,628 379,273 355,046
National Pen 446,797 407,238 389,517
All Other Businesses 258,130 227,875 216,720
Total segment revenue 3,908,202 3,508,119 3,343,550
Inter-segment eliminations (2) (171,559) (105,040) (51,694)
Total consolidated revenue $ 3,736,643 $ 3,403,079 $ 3,291,856
_____________________
(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.
Year Ended June 30, 2026
VistaPrint PrintBrothers The Print Group National Pen All Other Total
Revenue by Geographic Region:
North America $ 1,316,469 $ — $ 10,808 $ 214,841 $ 173,521 $ 1,715,639
Europe 500,472 809,054 380,627 179,654 2,571 1,872,378
Other 109,133 — 342 6,920 32,231 148,626
Inter-segment 8,418 14,101 53,851 45,382 49,807 171,559
Total segment revenue 1,934,492 823,155 445,628 446,797 258,130 3,908,202
Less: inter-segment elimination (8,418) (14,101) (53,851) (45,382) (49,807) (171,559)
Total external revenue $ 1,926,074 $ 809,054 $ 391,777 $ 401,415 $ 208,323 $ 3,736,643
Year Ended June 30, 2025
VistaPrint PrintBrothers The Print Group National Pen All Other Total
Revenue by Geographic Region:
North America $ 1,266,169 $ — $ 140 $ 213,093 $ 165,796 $ 1,645,198
Europe 454,169 664,109 351,663 156,355 133 1,626,429
Other 100,663 — — 5,444 25,345 131,452
Inter-segment (1) 3,545 5,078 27,470 32,346 36,601 105,040
Total segment revenue (1) 1,824,546 669,187 379,273 407,238 227,875 3,508,119
Less: inter-segment elimination (1) (3,545) (5,078) (27,470) (32,346) (36,601) (105,040)
Total external revenue $ 1,821,001 $ 664,109 $ 351,803 $ 374,892 $ 191,274 $ 3,403,079
Year Ended June 30, 2024
VistaPrint PrintBrothers The Print Group National Pen All Other Total
Revenue by Geographic Region:
North America $ 1,232,126 $ — $ — $ 215,325 $ 176,017 $ 1,623,468
Europe 414,407 634,905 347,619 144,704 — 1,541,635
Other 93,751 — — 5,697 27,305 126,753
Inter-segment (1) 2,379 4,699 7,427 23,791 13,398 51,694
Total segment revenue (1) 1,742,663 639,604 355,046 389,517 216,720 3,343,550
Less: inter-segment elimination (1) (2,379) (4,699) (7,427) (23,791) (13,398) (51,694)
Total external revenue $ 1,740,284 $ 634,905 $ 347,619 $ 365,726 $ 203,322 $ 3,291,856
_____________________
(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.
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The following tables include segment revenue and significant segment expenses by reportable segment, as well as our reported measure of segment profit or loss, EBITDA, by reportable segment for the years ended June 30, 2026, 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.
Year Ended June 30, 2026
VistaPrint PrintBrothers The Print Group National Pen All Other
Total segment revenue $ 1,934,492 $ 823,155 $ 445,628 $ 446,797 $ 258,130
Less: Cost of revenue 861,748 587,818 279,488 227,267 151,504
Segment gross profit 1,072,744 235,337 166,140 219,530 106,626
Less: Advertising expenses 290,543 27,343 30,697 75,560 43,605
Less: Other operating expenses (2) 452,805 125,849 73,584 117,620 58,129
Add: Depreciation and amortization 57,616 18,389 24,037 12,398 16,735
Add: Other segment items (3) 5,581 108 (55) 1,871 807
Segment EBITDA (4) $ 392,593 $ 100,642 $ 85,841 $ 40,619 $ 22,434
Year Ended June 30, 2025
VistaPrint PrintBrothers The Print Group National Pen All Other
Total segment revenue (1) $ 1,824,546 $ 669,187 $ 379,273 $ 407,238 $ 227,875
Less: Cost of revenue (1) 805,884 475,555 234,820 199,338 130,973
Segment gross profit 1,018,662 193,632 144,453 207,900 96,902
Less: Advertising expenses 278,255 25,498 28,174 75,012 39,404
Less: Other operating expenses (2) 432,791 97,684 63,015 116,536 56,076
Add: Depreciation and amortization 53,166 13,228 20,251 12,662 18,663
Add: Other segment items (3) 6,732 (163) (1,066) 2,898 2,393
Segment EBITDA (4) $ 367,514 $ 83,515 $ 72,449 $ 31,912 $ 22,478
Year Ended June 30, 2024
VistaPrint PrintBrothers The Print Group National Pen All Other
Total segment revenue (1) $ 1,742,663 $ 639,604 $ 355,046 $ 389,517 $ 216,720
Less: Cost of revenue (1) 749,351 451,965 222,716 182,442 119,301
Segment gross profit 993,312 187,639 132,330 207,075 97,419
Less: Advertising expenses 271,125 18,759 27,816 78,212 40,582
Less: Other operating expenses (2) 417,948 92,362 60,288 115,733 50,482
Add: Depreciation and amortization 54,144 15,164 23,406 16,560 18,376
Add: Other segment items (3) 619 (26) (885) 553 1,193
Segment EBITDA (4) $ 359,002 $ 91,656 $ 66,747 $ 30,243 $ 25,924
_____________________
(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 VistaPrint 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.
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(4) For the years ended June 30, 2026, 2025, and 2024 total segment EBITDA was $642,129, $577,868 and $573,572 respectively. In addition to the adjustments described above as part of other segment items, total segment EBITDA excludes the impact of central and corporate costs which is not considered a reportable segment, as well as the elimination of inter-segment transactions which are included in the reconciliation to income (loss) before income taxes as outlined below.
The following table includes a reconciliation of total segment EBITDA to income from operations and income (loss) before income taxes:
Year Ended June 30,
2026 2025 2024
Total Segment EBITDA $ 642,129 $ 577,868 $ 573,572
Central and corporate costs (159,787) (155,298) (152,293)
Elimination (1) (71,054) (44,288) (20,587)
Depreciation and amortization (2) (151,838) (141,131) (151,764)
Proceeds from insurance (1,241) — —
Certain impairment and other adjustments (923) (5,353) (1,154)
Restructuring-related charges (6,261) (5,528) (423)
Total income from operations 251,025 226,270 247,351
Other income (expense), net 11,340 (13,582) 1,583
Interest Expense, net (105,751) (115,231) (119,822)
Loss on early extinguishment of debt (3,722) (498) (666)
Income before income taxes $ 152,892 $ 96,959 $ 128,446
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(1) Includes the elimination of inter-segment profit that relates to cross-Cimpress transactions, in which the merchant business is cross charged the actual cost of fulfillment and the fulfiller business receives a markup on the cost to fulfill the related orders. These inter-segment profits are eliminated at a consolidated level. Refer to the discussion above for additional details related to the method for which one Cimpress business chooses to buy and sell to another Cimpress business.
(2) For the years ended June 30, 2026, 2025, and 2024, depreciation and amortization includes costs within our central and corporate costs of $22,663, $23,161, and $24,114, respectively.
The following table includes purchases of property, plant, and equipment by reportable segment:
Year Ended June 30,
2026 2025 2024
Purchases of property, plant, and equipment:
VistaPrint $ 57,600 $ 39,846 $ 19,717
PrintBrothers 8,396 9,058 6,040
The Print Group 22,398 25,083 15,078
National Pen 5,649 3,698 4,737
All Other Businesses 5,544 9,404 7,732
Central and corporate costs 656 1,935 1,623
Total purchases of property, plant and equipment $ 100,243 $ 89,024 $ 54,927
The following table includes capitalization of software and website development costs by reportable segment:
Year Ended June 30,
2026 2025 2024
Capitalization of software and website development costs:
VistaPrint $ 26,720 $ 26,572 $ 25,035
PrintBrothers 3,733 3,084 2,192
The Print Group 5,539 5,018 3,681
National Pen 3,667 4,436 4,019
All Other Businesses 4,981 5,859 5,416
Central and corporate costs 22,407 19,124 17,964
Total capitalization of software and website development costs $ 67,047 $ 64,093 $ 58,307
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Enterprise Wide Disclosures:
The following table sets forth revenues by significant geographic area:
Year Ended June 30,
2026 2025 2024
United States $ 1,545,025 $ 1,488,112 $ 1,467,785
Germany 639,101 560,173 532,537
Other (1) 1,552,517 1,354,794 1,291,534
Total revenue $ 3,736,643 $ 3,403,079 $ 3,291,856
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(1) Our other revenue includes Ireland, our country of domicile.
The following table sets forth revenues by groups of similar products and services:
Year Ended June 30,
2026 2025 2024
Physical printed products and other (1) $ 3,678,441 $ 3,328,806 $ 3,207,102
Digital products and design services 58,202 74,273 84,754
Total revenue $ 3,736,643 $ 3,403,079 $ 3,291,856
__________________
(1) Other revenue includes miscellaneous items, which account for approximately 1% of revenue.
The following table sets forth long-lived assets by geographic area:
June 30, 2026 June 30, 2025
Long-lived assets (1):
United States $ 69,223 $ 64,615
Netherlands 81,964 67,396
Switzerland 76,154 72,971
Mexico (2) 65,474 16,275
Germany 60,353 37,331
Canada 55,544 66,725
Austria (3) 43,734 9,161
Italy 41,825 41,496
Tunisia 37,039 29,868
France 32,520 31,095
Australia 27,429 23,915
Other 70,715 57,282
Total $ 661,974 $ 518,130
___________________
(1) Excludes goodwill of $850,778 and $826,156, intangible assets, net of $70,580 and $58,348, and deferred tax assets of $50,930 and $61,086 as of June 30, 2026 and June 30, 2025, respectively.
(2) The increase is related to investments in new manufacturing capabilities to support our North American market.
(3) The increase is related to a recent tuck-in acquisition, which is detailed in Note 7.
16. Leases
We lease certain machinery and plant equipment, office space, and production and warehouse facilities under non-cancelable operating leases that expire on various dates through 2046. Our finance leases primarily relate to machinery and plant equipment. Over the past year, we invested in our manufacturing and supply chain footprint both organically and through acquisitions, which resulted in an increase in our leased real estate portfolio.
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The following table presents the classification of right-of-use assets and lease liabilities as of June 30, 2026 and 2025.
Leases Consolidated Balance Sheet Classification June 30, 2026 June 30, 2025
Assets:
Operating right-of-use assets Operating lease assets, net $ 121,022 $ 83,951
Finance right-of-use assets Property, plant, and equipment, net 42,812 30,345
Total lease assets $ 163,834 $ 114,296
Liabilities:
Current:
Operating lease liabilities Operating lease liabilities, current $ 24,753 $ 22,064
Finance lease liabilities Other current liabilities 12,331 9,121
Non-current:
Operating lease liabilities Operating lease liabilities, non-current 102,549 66,196
Finance lease liabilities Other liabilities 36,879 24,501
Total lease liabilities $ 176,512 $ 121,882
The following table represents the lease expenses for the years ended June 30, 2026, 2025, and 2024:
Year Ended June 30,
2026 2025 2024
Operating lease expense $ 32,900 $ 25,648 $ 25,844
Finance lease expense:
Amortization of finance lease assets 8,730 5,791 5,300
Interest on lease liabilities 232 221 226
Variable lease expense 4,141 6,181 5,614
Less: sublease income (965) (951) (904)
Net operating and finance lease cost $ 45,038 $ 36,890 $ 36,080
Future minimum lease payments under non-cancelable leases as of June 30, 2026 were as follows:
Payments Due by Period Operating lease obligations Finance lease obligations Total lease obligations
Less than 1 year $ 31,789 $ 14,521 $ 46,310
2 years 27,522 10,792 38,314
3 years 22,298 9,097 31,395
4 years 17,465 6,902 24,367
5 years 12,467 4,954 17,421
Thereafter 49,283 12,975 62,258
Total 160,824 59,241 220,065
Less: present value discount (33,522) (10,031) (43,553)
Lease liability $ 127,302 $ 49,210 $ 176,512
Our leases have remaining lease terms of 1 to 20 years, inclusive of renewal or termination options that we are reasonably certain to exercise.
Year Ended June 30,
Supplemental Cash Flow Information 2026 2025 2024
Cash paid for amounts included in measurement of lease liabilities:
Operating cash flows from operating leases $ 31,488 $ 24,956 $ 25,015
Operating cash flows from finance leases 232 221 226
Financing cash flows from finance leases 11,740 7,833 10,140
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Other information about leases is as follows:
Lease Term and Discount Rate June 30, 2026 June 30, 2025
Weighted-average remaining lease term (years):
Operating leases 7.40 5.72
Finance leases 5.90 7.19
Weighted-average discount rate:
Operating leases 6.22 % 6.09 %
Finance leases 6.44 % 7.49 %
17. Commitments and Contingencies
Debt
The required principal payments due during the next five fiscal years and thereafter under our outstanding long-term debt obligations at June 30, 2026 are as follows:
2027 $ 18,472
2028 12,531
2029 11,730
2030 11,603
2031 11,499
Thereafter 1,570,569
Total $ 1,636,404
Supply Chain Finance Programs
We facilitate a voluntary supply chain finance program through a financial intermediary, which provides certain suppliers the option to be paid by the financial intermediary earlier than the due date of the applicable invoice. The decision to sell receivables due from us is at the sole discretion of both the suppliers and the financial institution. Our responsibility is limited to making payment on the terms originally negotiated with each supplier, regardless of whether a supplier participates in the program. We are not a party to the agreements between the participating financial institution and the suppliers in connection with the program, we do not receive financial incentives from the suppliers or the financial institution, nor do we reimburse suppliers for any costs they incur for participating in the program. There are no assets pledged as security or other forms of guarantees provided for the committed payment to the financial institution.
All unpaid obligations to our supply chain finance provider are included in accounts payable in the consolidated balance sheets, and payments we make under the program are reflected as a reduction to net cash provided by operating activities in the consolidated statements of cash flows. The outstanding obligations with our supply chain finance provider that are included in accounts payable in our consolidated balance sheets as of June 30, 2026 and 2025 were $65,266 and $64,854, respectively.
The following table presents a rollforward of total outstanding obligations due to suppliers that participate in the supply chain finance program:
Balance at June 30, 2025 $ 64,854
Invoices confirmed during the year 392,538
Confirmed invoices paid during the year (389,098)
Foreign currency translation (3,028)
Balance at June 30, 2026 $ 65,266
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Purchase Obligations
At June 30, 2026, we had unrecorded commitments under contract of $338,206, including third-party cloud services of $211,717; inventory, third-party fulfillment and digital service purchase commitments of $76,939; software of $36,684; professional and consulting fees of $8,936; production and computer equipment purchases of $1,526; advertising of $731; insurance costs of $360; and other unrecorded purchase commitments of $1,313.
Lease Arrangements
We lease certain assets, including manufacturing facilities, machinery and plant equipment, and office space under lease agreements. Refer to Note 16 for additional details.
Legal Proceedings
We are not currently party to any material legal proceedings. Although we cannot predict with certainty the results of litigation and claims to which we may be subject from time to time, we do not expect the resolution of any of our current matters to have a material adverse impact on our consolidated results of operations, cash flows, or financial position. For all legal matters, at each reporting period, we evaluate whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. We expense the costs relating to our legal proceedings as those costs are incurred.
18. Restructuring Charges
Restructuring costs include one-time employee termination benefits, acceleration of share-based compensation, write-off of assets, costs to exit loss-making operations, and other related costs including third-party professional and outplacement services. All restructuring costs are excluded from segment and adjusted EBITDA. During the years ended June 30, 2026, 2025, and 2024, we recognized restructuring charges of $6,261, $5,528, and $423, respectively.
For the year ended June 30, 2026, restructuring charges included actions within our VistaPrint and National Pen reportable segments of $4,053 and $1,953, respectively, and for the year ended June 30, 2025, restructuring charges included $5,103 within our VistaPrint reportable segment. All other restructuring charges for each period presented were not material. We expect to recognize additional charges associated with these actions during the next fiscal year as we continue to pursue cost efficiency opportunities.
The following table summarizes the restructuring activity during the years ended June 30, 2026 and 2025.
Severance and Related Benefits Other Restructuring Costs Accrued Restructuring Liability
Balance as of June 30, 2024 $ 370 $ — $ 370
Restructuring charges 5,490 38 5,528
Cash payments (2,820) — (2,820)
Non-cash charges — (38) (38)
Foreign currency translation 50 — 50
Balance as of June 30, 2025 $ 3,090 $ — $ 3,090
Restructuring charges 6,248 13 6,261
Cash payments (7,998) — (7,998)
Non-cash charges — (13) (13)
Foreign currency translation (14) — (14)
Balance as of June 30, 2026 $ 1,326 $ — $ 1,326
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19. Related Party Transaction
Fiscal Year 2025
On November 8, 2024, we repurchased 316,056 of our outstanding ordinary shares, par value €0.01 per share, from entities affiliated with Prescott General Partners LLC (“Prescott”) in a privately negotiated transaction at a price of $79.10 per share, representing a discount of $1.78 to the closing price of our ordinary shares on November 6, 2024 (the “FY25 Transaction”).
Scott Vassalluzzo, a Managing Member of Prescott, serves as a member of Cimpress’ Board of Directors and Audit Committee. In light of the foregoing, the disinterested members of Cimpress’ Audit Committee reviewed the FY25 Transaction under our related person transaction policy and considered, among other things, Mr. Vassalluzzo’s and Prescott’s interest in the FY25 Transaction, the approximate dollar value of the FY25 Transaction, and the purpose and the potential benefits to Cimpress of entering into the FY25 Transaction. Based on these considerations, the disinterested members of the Audit Committee concluded that the FY25 Transaction was in our best interest. The FY25 Transaction was effected pursuant to the share repurchase program approved by Cimpress’ Board of Directors and announced on May 29, 2024.
Fiscal Year 2024
During fiscal year 2024, we repurchased 300,000 of our outstanding ordinary shares, par value €0.01 per share, from The Spruce House Partnership LLC (“Spruce House”) in a privately negotiated transaction at a price of $97.50 per share, representing a discount of $2.14 to the closing price of our ordinary shares on March 1, 2024 (the "FY24 Transaction").
Zachary Sternberg, a Managing Member of Spruce House, previously served as a member of Cimpress’ Board of Directors and Audit Committee at the time of the FY24 Transaction. In light of the foregoing, the disinterested members of Cimpress’ Audit Committee reviewed the FY24 Transaction under our related person transaction policy and considered, among other things, Mr. Sternberg’s and Spruce House’s interest in the FY24 Transaction, the approximate dollar value of the FY24 Transaction, and the purpose and the potential benefits to Cimpress of entering into the FY24 Transaction. Based on these considerations, the disinterested members of the Audit Committee concluded that the FY24 Transaction was in our best interest. The FY24 Transaction was effected pursuant to the share repurchase program approved by Cimpress’ Board of Directors in effect at the time.
20. Subsequent Events
On July 2, 2026, we acquired the Saxoprint and viaprinto businesses of CEWE Stiftung & Co. KGaA for €120,000, subject to a post-closing adjustment based on acquired cash, debt, and working capital as of the closing date. We used our available cash balance and our senior secured revolving credit facility to fund the transaction. We expect to enter into a sale-leaseback transaction for significant real estate assets owned by Saxoprint, which would substantially reduce the net cash outflow in fiscal year 2027, if completed.
Saxoprint serves business customers and is known for its high-quality low-cost production capabilities for flyers, booklets, brochures, catalogs and magazines. viaprinto is a reseller known for serving business customers through an intuitive user experience and value-added services. These businesses operate in Europe, and will be managed within our PrintBrothers reportable segment.
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