CMPR 10-K & 10-Q changes, risk factors and insider trading

•variations in the demand for our products and services, including potential declines from pricing changeschanges, and/whether generally or surcharges related to tariffstariffs, import duties, surcharges, or other trade policies of the U.S. or other countries

•costs and charges resulting from pending or threatened litigation

•the outcomes of our minority investments and joint ventures Some of our expenses, such as building leases, depreciation related to previously acquired property and equipment, and personnel costs, are relatively fixed. As a result, we sometimes have been, and may in the future be, unable or unwilling to adjust operating expenses to offset any revenue shortfall. Accordingly, any shortfall in revenue may cause significant variation in operating results in any period. Our operating results have, at times, fallen below the expectations of public market analysts and investors, which has led to declines in the price of our ordinary shares in the past and may do so again in the future.

•changes in governmental trade policies, particularly across North America, China and Europe, difficulty importing and exporting our products and supply chain materials across country bordersborders, and difficulty complying with customs regulations in the manyof countries where we produce and/or sell products

•failure of local laws to provide a sufficient degree of protection against infringement of our intellectual property The trade and tariff environment applicable for the United States and other countries relevant to our operations continues to evolve and isremains highly unpredictable. The U.S.United presidential administrationStates has announced and/or implemented, and could continue to announce and/or implement, new and/or increased tariffstariffs, duties, fees, customs requirements, and other trade restrictions on goods imported into the United States, which has generated, and could continue to generate, various trade and tariff-related responses from other countries. CertainThe ofstatutory thebasis, recentscope, amount, duration, exemptions, and exclusions applicable to tariffs wereand imposedtrade-related pursuant to the International Emergency Economic Powers Act (50 U.S.C. § 1701 et seq.) (IEEPA),measures and 50 U.S.C. § 1702(b)(3) explicitly precludes the President from regulating the importation of "informational materials" under IEEPA. Any change to the statutory basis upon which the U.S. presidential administration relies for imposing tariffs could materially and adversely impact our financial results if we are unable to rely upon the "informational materials" exclusion for most of our U.S. imported printed products and such products were not otherwise exempt from tariffs under the United States-Mexico-Canada Agreement. The recently adopted bill H.R. 1, Pub. L. 119‑21 provides for the elimination of therelated de minimis exemptiontreatment, fromcustoms importentry taxesprocesses, and dutiesother codifiedrules inmay evolve and do so quickly, including as a result of legislation, executive action, trade agreements, administrative guidance, or litigation. In particular, duty-free de minimis treatment under 19 U.S.C. § 1321(a)(2)(C) for low-value commercial shipments,shipments whichthat currentlywould benefitsotherwise ourbe business,eligible for that treatment has been suspended for shipments not covered by 50 U.S.C. § 1702(b), and the $800 commercial de minimis exemption is separately scheduled to be eliminated by statute effective July 1, 2027;2027. however,Any weloss, currentlylimitation, expector theuncertainty deregarding minimisduty-free exemptiontreatment, customs entry processes, or exclusions for informational materials could increase our costs, require changes to endour evensupply sooner,chain, onfulfillment, Augustlogistics, 29,pricing, 2025,or basedsurcharge onpractices, aor recentlyreduce signeddemand Executivefor Order.affected products. We operate manufacturing facilities throughout the world, including one in Ontario, Canada that primarily services our VistaVistaPrint business, and others in Mexico, the United States, Australia, Brazil and throughout Europe. If the United States, whether based on statutes or through trade agreements, imposes and enforces significant tariffs or other trade-related measures applicable to imports from Canada, Mexico, China or any of the other countries in which we manufacture our products and/or source materials for any meaningful period, we would incur increased costs in operating our business and our financial results could be materially and adversely affected. In addition,Furthermore, if other countries impose and enforce increased or additional tariffs or other trade-related measures for any meaningful period, our business could be materially and adversely affected. For example, the United States has recently imposed or announced tariffs applicable to imports from Canada and many other countries in which we manufacture products or source materials, as further discussed below in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations. These measures could increase our costs, require changes to our supply chain, fulfillment, logistics, pricing, or surcharge practices, reduce demand for affected products, and materially and adversely affect our business and financial results. In addition to changes in U.S. trade policy,policy otherchanges, changes to other U.S. policyor other countries' policies may impact, among other things, the U.S. and global economy, international trade relations, unemployment, immigration, healthcare, taxation, the U.S. regulatory environment, inflationenvironments, and otherinflation; areas. At this timeand we cannot predict the impact, if any, ofon anyour business of these potentialand changes to our business. Until we know whatfuture policy changes are made and enforced and how those changes impact our business and the business of our competitors over the long term, we will not know if, overall, we will benefit from them or be negatively affected by them.changes.

We have entered into derivatives to manage our exposure to interest rate and currency movements. If we do not accurately forecast our results of operations, execute contracts that do not effectively mitigate our economic exposure to interest rates and currency rates, elect to not apply hedge accounting, or fail to comply with the complex accounting requirements for hedging, our results of operations and cash flows could be volatile, as well as negatively impacted. Also, our hedging objectives may be targeted at improving our non-GAAP financial metrics, which could result in increased volatility in our GAAP results. Since some of our hedging activity addresses long-term exposures, such as our net investment in our subsidiaries, the gains or losses on those hedges could be recognized before the offsetting exposure materializes to offset them,materializes, potentially causing volatility in our cash or debt balances, and therefore our leverage.

Our business involves the receipt, storage, and transmission of customers' personal and payment information, as well as confidential information about our business, employees, suppliers, and business partners, some of which is entrusted to third-party service providers, partners, and vendors. We and third parties with which we share information have experienced, and will continue to experience, threats to and breaches of our and their data and systems, cyberattacks and other malicious activity, including physical and electronic break-ins, computer viruses, ransomware attacks, and phishing and other social engineering scams, among other threats. Security threats continue to evolve and become more sophisticated and more difficult to detect and defend against, including by the increased use of artificial intelligenceintelligence, deepfakes, synthetic media, and other automation to enhance attacks, and our vulnerabilities may be heightened by our decentralized operating structure and many of our employees working remotely. Despite our efforts, a hacker or thief may defeat our security measures, or those of our third-party service providers, partners, or vendors, and obtain confidential or personal information, and we or the third party may not discover the security breach and theft of information or accurately assess its scope, business impact, or materiality for a significant period of time after the breach occurs or at all. We may need to significantly increase the resources we expend to protect against security breaches and thefts of data or to address problems caused by breaches or thefts, and we may not be able to anticipate cyber attacks or implement adequate preventative measures. Any compromise, breach or failure of our information systems or the information systems of third parties with which we share information could result in, among other things:

•failure to comply with legal and industry privacyprivacy, cybersecurity, or incident reporting regulations and standards

•loss of revenue and profits and other negative financial results to the extent existing and potential customers believe that their personal and payment information may not be safe with us or those third parties We are subject to the laws of many states, countries, and regions and industry guidelines and principles governing the collection, use, retention, disclosure, sharing, and security of data that we receive from and about our customers and employees. Any failure or perceived failure by us to comply with any of these laws, guidelines, or principles could result in actions against us by governmental entities or others, a loss of customer confidence, and damage to our brands. In addition, the regulatory landscape is constantly changing, as various regulatory bodies throughout the world enact new laws concerning privacy, data retention, data transfer, data protection, cybersecurity, online tracking, targeted advertising, and datathe protectionuse of AI and machine learning, including possible limitations on our ability to use customer data and regulating the use of artificial intelligence and machine learning.data. Complying with these varying and changing requirements is challenging, especially for our smaller, more thinly staffed businesses, and could cause us to incur substantial costs or require us to change our business practices in a manner adverse to our business and operating results.

Our various businesses rely on a variety of marketing methods to attract new and repeat customers. These methods include promoting our products and services through paid channels such as online search, display, and television, as well as leveraging our owned and operated channels such as email, direct mail, our social media accounts, telesales, and SMS messaging. When the costs of these channels significantly increase or the effectiveness of these channels significantly declines, such as from changes to algorithms or targeting rules and/or from shifts in consumer behavior in online search and shopping related to artificial intelligence (AI)-basedAI-based discovery tools and chatbots, which we have experienced in the past and may experience in the future, then our ability to efficiently attract new and repeat customers is reduced, our revenue and net income decline, and our business and results of operations are harmed.

Shifts in online search behavior, including the rise of generative and agentic AI tools and agentic search technologies, may negatively impact customer traffic and acquisition efficiency and conversion rates, which could materially harm our business, results of operations, and financial condition.

Our profitability has historically been highly seasonal. Our second fiscal quarter, which ends on December 31, includes the majority of the holiday shopping season and typically accounts for a disproportionately high portion of our earnings for the year,year for us overall and within certain business units, primarily due to higher sales of home and family products such as holiday cards, calendars, photo books, and personalized gifts. In addition, our National Pen business has historically generated a large portion of its profits during the second fiscal quarter. Lower than expected sales during the second quarter, which we have experienced in the past and may experience in the future, have a disproportionately large impact on our operating results and financial condition for the full fiscal year. Likewise, an inability of our manufacturing and other operations to keep up with the high volume of orders during our second fiscal quarter or other inefficiencies in our production or disruptions of our supply chains during the quarter, resulting in higher than expected costs, which we have experienced in the past and may experience in the future, have a disproportionately large impact on our earnings results and financial condition for the full fiscal year, as well as delays in order fulfillment and delivery and other disruptions, which negatively impact our ability to attract repeat customers, our reputation, and our future financial results.

•lack of affordable materials available to manufacture our supplies or products Any interruptions to our systems or operations, or those of our suppliers, service providers, third-party fulfillers, business partners, and customers, could result in lost revenue and/or increased costs, as well as negative publicity, damage to our reputation and brands, and other adverse effects on our business and results of operations. Building redundancies into our infrastructure, systems, and supply chain to mitigate these risks may require us to commit substantial financial, operational, and technical resources.

We may not be successful in advancing the use of artificial intelligence,AI, which involves significant risks, and competitors may develop new or better products using artificial intelligenceAI that take market share, which could adversely affect our business, brand perception, or financial results.

We use artificial intelligence (AI),AI, including generative AI,AI and third-party AI tools and models, in many parts of our value chain. There can be no assurance that we will be successful in using AI to enhance our products or services or otherwise benefit our business, including our efficiency or profitability, and there are significant risks involved in developing and deploying AI. For example, our AI-related efforts may give rise to risks related to harmful content, accuracy, bias, discrimination, intellectual property infringement or misappropriation, data privacy, and cybersecurity, among others. New laws, rules, directives, and regulations governing the use of AI, new or enhanced governmental or regulatory scrutiny, litigation, or other legal liability, ethical concerns, negative consumer perceptions as to automation and AI, or other complications could also adversely affect our business, brand perception, or financial results. In addition, statements we make about our use of AI, AI capabilities, strategy, benefits, limitations, or risks may be subject to regulatory, investor, customer, or other scrutiny, and any such statements that are, or are perceived as, inaccurate, inconsistent with our actual practices, or overstated could lead to reputational harm, litigation, enforcement action, or other liability. Further, we face competition from other companies that are developing their own AI products and technologies that may have a negative impact on our value chain, including in the areas of design services and content creation. These AI-enabled products and technologies are evolving quickly, can influence customer behavior and preferences, and may allow other companies to become more efficient than us and/or to more effectively acquire and retain customers. In addition, AI tools are rapidly shifting consumer behavior in online search and shopping, particularly relative to traditional search engines, which may require rapid strategic and technical adaptations and investments, including further standardizing and optimizing our data structures, all of which could increase our costs or otherwise adversely affect our business or financial results. Moreover, the pace of innovation in AI and developments related to its use, together with the breadth of its potential applications to our industry, make it impossible to identify or predict all of the risks related to using AI or all of the AI-related risks to our business.

Demand for our products and services is sensitive to customers' expectations, particularly as to price for almost all of our businesses, and past changes in our pricing strategies had a significant impact on the numbers of customerscustomer and ordersorder volume in some regions, which in turn adversely affected our revenue, profitability, and results of operations. Many factors impact our pricing and marketing strategies, including the costs of running our business,infrastructure and operating expenses, the costs of raw materials, our competitors' pricing and marketing strategies, and the effects of inflation. We may not be able to mitigate increases in our costs by increasing the prices of our products and services. More recently, customer expectations have evolved as to shipping speeds, as well as speed and creative control from rapid developments in digital design tools. Failure to meet our customers' price or other expectations in the future would adversely affect our future business and results of operations.

•Acquisitions and minority investmentsThey can be costly and can result in increased expenses including impairments of goodwill and intangible assertsassets if financial goals are not achieved, assumptions of contingent or unanticipated liabilities, amortization of certain acquired assets, and increased tax costs. In addition, we may overpay for acquired businesses.

•TheManaging management of our acquired businesses, minority investments, and joint venturesthem may be more expensive or may takerequire more resources than we expected. In addition, continuing to devote resources to a struggling business can take resources away from other investment areas and priorities.

•We may not be able to retain their customers and key employees of the acquired businesses.employees. In particular, it can be challenging to motivate the founders who built a business to continue to lead the business after they sell it to us.

We are subject to a variety of safety, health and environmental,environmental or SHE,(SHE) laws and regulations across the jurisdictions in which we operate. SHE laws and regulations frequently change and evolve, including the addition of new SHE regulations, especially with respect to climate change. These laws and regulations govern, among other things, air emissions, wastewater discharges, the storage, handling and disposal of hazardous and other regulated substances and wastes, soil and groundwater contamination, and employee health and safety. We use regulated substances such as inks and solvents, and generate air emissions and other discharges at our manufacturing facilities, and some of our facilities are required to hold environmental permits. If we fail to comply with existing or new SHE requirements, we may be subject to monetary fines, civil or criminal sanctions, third-party claims, or the limitation or suspension of our operations. In addition, if we are found to be responsible for hazardous substances at any location (including, for example, offsite waste disposal facilities or facilities at which we formerly operated), we may be responsible for the cost of cleaning up contamination, regardless of fault, as well as for claims for harm to health or property or for natural resource damages arising out of contamination or exposure to hazardous substances.

Complying with existing SHE laws and regulations is costly, and we expect our costs to significantly increase as new SHE requirements are added and existing requirements become more stringent. In some cases we pursue self-imposed socially responsible policies that are more stringent than is typically required by laws and regulations, for instance in the areas of worker safety, team member social benefits, and environmental protection such as carbon reduction initiatives. The costs of this added SHE effort are often substantial and could grow over time.

We rely on a combination of patents, trademarks, trade secrets, copyrights, and contractual restrictions to protect our intellectual property, but these protective measures afford only limited protection. Despite our efforts to protect our proprietary rights, unauthorized parties may be able to copy or use technology or information that we consider proprietary. There can be no guarantee that any of our pending patent applications or continuation patent applications will be granted, and from time to time we face infringement, invalidity, intellectual property ownership, or similar claims brought by third parties with respect to our patents. In addition, despite our trademark registrations throughout the world, our competitors or other entities may adopt names, marks, or domain names similar to ours, thereby impeding our ability to build brand identity and possibly leading to customer confusion. Enforcing our intellectual property rights can be extremely costly, and a failure to protect or enforce these rights could damage our reputation and brands and substantially harm our business and financial results.

Because most of our businesses primarily depend primarily on the Internet for our sales, laws specifically governing the Internet, e-commerce, and email marketing may have a greater impact on our operations than other more traditional businesses. In particular, laws covering pricing, customs, privacy, consumer protection, or commercial email may impede the growth of e-commerce and our ability to compete with traditional “brick and mortar” retailers. Unfavorable changes in, interpretations of, or developments with respect to, these types of laws or related or similar government regulation could substantially harm our business and financial results.

The markets for our products and services are intensely competitive, highly fragmented, and geographically dispersed. The competitive landscape for e-commerce companies and the mass customization market continues to change as new e-commerce businesses are introduced, established e-commerce businesses enter the mass customization and print markets, and traditional “brick and mortar” businesses establish an online presence. With Vista's increased focus on design services, we nowWe also face competition from companies in the design space, including those with AI-enabled design capabilities, some of which may be more established, experienced, or innovative than we are. Some of our current and potential competitors may have advantages over us, including longer operating histories, greater brand recognition or loyalty, broader customer reach, more focus on a given subset of our business, significantly greater financial, marketing, and other resources, production in lower-cost countries, speed of execution, or willingness to operate at a loss while building market share. Competition may result in price pressure, increased advertising expense, reduced profit margins, and loss of market share and brand recognition, any of which could substantially harm our business and financial results.

If some or all of our markets enter a recession or other sustained economic downturn, demand for our products and services could be negatively impacted. An economic downturn could result in potential customers, especially small and medium-sized businesses, not being able to afford our products andand, relyfor example, instead relying more on free social media channels to market themselves instead of the products and services we offer. If demand for our products and services decreases, our business and financial results could be harmed. In addition, we experienced material cost increases in recent years that caused volatility in our financial performance. Although many costs have since stabilized or come down in the last years,down, we cannot predict whether costs will increase in the future or by how much, ouror abilitywhether towe can successfully offset such cost increases through pricing, and if our costs rise again there could be further impacts to our financial results.

We face risks arising from the increased focus by our customers, investors, regulators, and others on environmental, social, and governance criteria, including with respect to climate change, labor practices, the diversity of our management and directors, and the composition of our Board. Meeting the ESG goals we have set and publicly disclosed will require significant resources and expenditures, and we may face pressure to make commitments, establish additional goals, and take actions to meet them beyond our current plans. If customers, potential customers, regulators, or other influential groups or individuals are dissatisfied with our ESG goals or our progress toward meeting them, or our positions on ESG issues, then they may choose not to buy our products and services, or to otherwise target us negatively, which could lead to reduced revenue, and our reputation could be harmed.

Our senior secured credit facility that governs our Termterm Loan Bloan and revolving credit and the indenture that governs our 7.375% Senior Notes due 2032, which we collectively refer to as our debt documents, contain a number of restrictive covenants that impose significant operating and financial restrictions on us and may limit how we conduct our business, execute our strategy, compete effectively, or take advantage of new business opportunities, including restrictions on our ability to:

Changes in tax laws, treaties or regulations, or their interpretation, of any country in which we operate have had in the past, and may have in the future, a materially adverse impact on us, including increasing our tax burden, increasing costs of our tax compliance, or otherwise adversely affecting our financial condition, results of operations, and cash flows. There are currently multiple initiatives for comprehensive tax reform underway in key jurisdictions where we have operations, and we cannot predict whether any other specific legislation will be enacted or the terms of any such legislation. Furthermore, with the change in the U.S. presidentialfederal administration and composition of the U.S. Congress, the administrationlawmakers have made, and may in the future make changes to U.S. tax law, regulations, treaties and policies. Although we cannot predict the impact, if any, of these changes to our business, they could adversely affect our business. In addition, the application of sales, value added, or other consumption taxes to e-commerce businesses, such as Cimpress, is a complex and evolving issue. When and if a government entity claims that we should have been collecting such taxes on the sale of our products in a jurisdiction where we have not been doing so, we have incurred, and may in the future incur, substantial tax liabilities for past sales.

If a United States shareholder owns 10% or more of our ordinary shares, it may be subject to increased United States federal income taxation (and possibly state income taxation) under United States federal income taxation rules relating to certain non-U.S. corporations that are considered a controlled foreign corporation, or "CFC." In general, if a U.S. person owns (or is deemed to own) at least 10% of the voting power or value of a non-U.S. corporation, or "10% U.S. Shareholder," and if such non-U.S. corporation is a CFC, then such 10% U.S. Shareholder who owns (or is deemed to own) shares in the CFC on the last day of the CFC's taxable year must include in its gross income for United States federal income tax (and possibly state income tax) purposes its pro rata share of the CFC's Subpart F income, even if the Subpart F income is not distributed. Subpart F income consists of, among other things, certain types of dividends, interest, rents, royalties, gains, and certain types of income from services, and personal property sales. In addition, a 10% U.S. Shareholder's pro rata share of other income of a CFC, even if not distributed, might also need to be included in a 10% U.S. Shareholder’s gross income for United States federal income tax (and possibly state income tax) purposes under the GlobalNet IntangibleCFC Low-TaxedTested Income, or "GILTI,NCTI," provisions of the U.S. tax law. In general, a non-U.S. corporation is considered a CFC if one or more 10% U.S. Shareholders together own more than 50% of the voting power or value of the corporation on any day during the taxable year of the corporation.

The rules for determining ownership for purposes of determining 10% U.S. Shareholder and CFC status are complicated, depend on the particular facts relating to each investor, and are not necessarily the same as the rules for determining beneficial ownership for SEC reporting purposes. For taxable years in which we are a CFC, each of our 10% U.S. Shareholders will be required to include in its gross income for United States federal income tax (and possibly state income tax) purposes its pro rata share of our Subpart F income, even if the Subpart F income is not distributed by us, and might also be required to include its pro rata share of other income of ours, even if not distributed by us, under the GILTINCTI provisions of the U.S. tax law. We currently do not believe we are a CFC. However, whether we are treated as a CFC can be affected by, among other things, facts as to our share ownership that may change. Accordingly, we cannot be certain that we will not be treated as a CFC in future years.

Cimpress ishelps a strategically focused collectionmillions of businesses thatbuild specializebrands, stand out, and grow via customized physical marketing products and branded merchandise. Cimpress is the global leader in printweb-to-print mass customization, throughdelivering whichhigh-quality, weaffordable delivercustom largeproducts volumes of individually small-sized customized orders of printed materialsquickly and promotionalconveniently—even products.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 whichthat seeks to produce goods and services to meet individual customer needs with near mass production efficiency.

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

Total revenue and revenue growth by reportable segment for the years ended June 30, 2026, 2025, 2024, and 20232024 are shown in the following tables. The revenue by reportable segment includes inter-segment transactions, which is when one Cimpress business chooses to buy from or sell to another Cimpress business that is part of a different reportable segment. These transactions are then eliminated in the inter-segment elimination line in the tabletables below.

_______________ (1) The prior periodprior-period segment results have been adjusted to ensure comparability with the newupdated methodology used for inter-segment transactions. Refer to Note 1415 of the accompanying consolidated financial statements for additional details.

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

For the year ended June 30, 2025,2026, the reported revenue growth of $111.2$333.6 million was primarily driven by revenue growth in our VistaVistaPrint and PrintBrothers reportable segmentssegments. andRevenue $4.6was positively impacted by $126.2 million of positive effects from currency exchange rate fluctuationsfluctuations, and $68.3 million from the addition of revenue from recently acquired businesses as compared to the prior fiscal year. Excluding the effect of changes in currency exchange ratesrates, acquisitions, and inter-segment revenue, the largest increase in revenue was from our VistaVistaPrint business with $81.5an millionincrease of incremental$69.1 revenuemillion for the year ended June 30, 2025.2026. VistaVistaPrint revenue was higher year over year across all major markets,regions, with the most significantstrong growth in theelevated PPAG and signage product categories.products. Our PrintBrothers reportable segment also contributed $24.2$38.4 million of increased revenue for the year ended June 30, 2025,2026, excluding the effect of changes in currency exchange ratesrates, acquisitions, and inter-segment revenue, primarilypartly driven by continuednew customer and order volume and customer growth, partially offset by customers purchasing lower quantities in certain product categories.growth.

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

_______________ (1) Refer to Note 1718 in our accompanying consolidated financial statements for additional details relating to restructuring expense.

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

TechnologyFor the year ended June 30, 2026, year-over-year technology and development expense increased by $12.1$18.5 million for the year ended June 30, 2025, as compared to the prior year,primarily driven by $5.9higher million of higheryear-over-year cash compensation costs thatof were$8.1 impactedmillion due in part by our annual merit cycle.cycle Inand addition,to third-partya lesser extent the addition of cash compensation costs from our recently acquired businesses. Third-party technology costs increased by$7.1 $4.4million, millionprimarily driven partly by ourgrowth businesses' further adoption of certain products offered through our mass customization platform, as well as increasedin business volumes, which has collectively increased consumption of those services.volume. Amortization of capitalized software also increased $2.8year over year by $3.4 million as compared to the prior year, due to an increase in the capitalized asset base driven by continued investment in technology capabilities across many of our businesses. These items were offset in part by $1.4 million of lower share-based compensation costs, due to lower attainment of the performance conditions in our 2025 PSU grants.

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

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

As of DecemberMarch 31, 2025,2026, we have numerous operating segments under our management reporting structure that are reported in the following five reportable segments: Vista,VistaPrint, PrintBrothers, The Print Group, National Pen, and All Other Businesses. For purposes of measuring and reporting our segment financial performance, we made updates to our previously implemented methodology for inter-segment transactions during the first quarter of fiscal 2026. These transactions occur when one Cimpress business buys from or sells to another Cimpress business. Under the updated methodology, a merchant business (the buyer) is cross charged the variable cost of fulfillment that includes labor, materials and shipping costs, which excludes the previously included overhead allocation. We also updated our internal organizational structure, which included the transfer of two teams from our VistaVistaPrint reportable segment into our central functions. We have recast the prior periods presented for segment revenue and segment EBITDA for both changes to ensure comparability with the current fiscal year. These changes have no impact on our consolidated financial results. Refer to Note 11 in our accompanying consolidated financial statements for additional information relating to our reportable segments and our segment financial measures.

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

Total revenue and revenue growth by reportable segment for the three and sixnine months ended DecemberMarch 31, 20252026 and 20242025 are shown in the following tables. The revenue by reportable segment includes inter-segment transactions, which is when one Cimpress business chooses to buy from or sell to another Cimpress business that is part of a different reportable segment. These transactions are eliminated in the inter-segment elimination line in the tables below.

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

For the three and sixnine months ended DecemberMarch 31, 2025,2026, the reported revenue growth of $103.0$96.7 million and $161.4$258.1 million, respectively, was primarily driven by revenue growth in our VistaVistaPrint and PrintBrothers reportable segments. Revenue was positively impacted by $44.6$47.2 million and $67.8$113.3 million, respectively, from currency exchange rate fluctuations as compared to the prior-year periods. Excluding the effect of changes in currency exchange rates and inter-segment revenue, the largest increases in revenue were from our VistaVistaPrint business with increases of $21.2$13.5 million and $41.0$54.5 million, respectively, for the three and sixnine months ended DecemberMarch 31, 2025.2026. VistaVistaPrint revenue was higher year over year across all major markets,regions, with the most significantstrong growth in theelevated PPAG and packaging and labels product categories.products. Our PrintBrothers reportable segment also contributed $24.6$24.8 million and $35.7$60.5 million, respectively, of increased revenue for the three and sixnine months ended DecemberMarch 31, 2025,2026, excluding the effect of changes in currency exchange rates and inter-segment revenue, partly driven by $17.9$15.1 million and $34.6 million, respectively, from the addition of revenue from a recently acquired business, as well as new customer and order volume growth.

For the three and sixnine months ended DecemberMarch 31, 2025,2026, year-over-year cost of revenue increased by $65.2$60.1 million and $103.0$163.0 million, respectively, driven by higher internal manufacturing costs of $26.4$18.9 million and $38.4$57.3 million, respectively, and higher shipping costs of $9.2$4.8 million and $14.2$19.0 million, respectively, primarily driven by volume-related increases. Internal manufacturing costs were also impacted by start-up costs forfrom newthe manufacturingexpansion facilitiesof inour North America production network of $1.5$4.6 million and $1.6$7.6 million, respectively, and costs from a recent tuck-in acquisition in the PrintBrothers reportable segment of $6.7 million and $14.9 million, respectively. The increase in cost of revenue was also influenced by higher third-party fulfillment costs of $19.1$23.0 million and $33.3$56.3 million, respectively, partly due into partbusiness toand product mix shifts toward faster-growing product categories that leverage our third-party fulfillment network. The cost of revenue increase was impacted by tariff-related cost increases in the U.S., which were more pronounced during the first half of the fiscal year and have largely been offset by price increases, as well as the impact of currency exchange rate fluctuations of $25.8$30.0 million and $39.8$69.8 million, respectively. These increases were partially offset by a year-over-year benefit from the non-recurrence of a $2.6 million impairment charge, recognized in the three months ended March 31, 2025, related to the sale of a facility in our National Pen business.

For the three and sixnine months ended DecemberMarch 31, 2025,2026, year-over-year technology and development expense increased by $6.2$3.8 million and $9.2$13.0 million, respectively, primarily driven by anhigher increase inyear-over-year cash compensation costs of $4.1$2.0 million and $4.5$6.5 million, respectively, fromdue in part by our annual merit cycle. TheAmortization increaseof wascapitalized alsosoftware impactedincreased year over year by higher$1.6 million and $3.6 million, respectively, due to continued investment in technology capabilities across many of our businesses. For the three months ended March 31,2026, third-party technology costs ofdeclined $2.1 million and $5.2$0.7 million, respectively, most of which relatedwas tomostly furtherdriven adoptionby the timing of certain productsvendor offeredrebates, throughthat ourmore massthan customizationoffset platform,increases asdue wellto asgrowth in business volume. For the nine months ended March 31, 2026, third-party technology costs increased $4.4 million, primarily driven by growth in business volume, whichpartially hasoffset collectivelyby increasedcertain consumptionvendor ofrebates thosereceived servicesin andthe relatedthird infrastructure costs.quarter.

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

For the three and sixnine months ended DecemberMarch 31, 2025,2026, year-over-year marketing and selling expenses increased by $22.3$15.2 million and $28.9$44.1 million, respectively, partly due to higher year-over-year advertising spend of $12.8$3.3 million and $14.6$17.9 million, respectively, as compared to the prior-year periods, largely due to volume-driven increases, as well as targeted advertising investments in certain businesses. AdvertisingDespite those increases, advertising expense as a percentage of revenue was lower year-over-yearyear over year for both periods presented. In addition, the marketing and selling expense increases reflected higher cash compensation costs of $7.2$7.9 million and $11.2$19.0 million, respectively, fromdriven in part by our annual merit cycle, as well as targeted hiring in our Vista business.cycle.

For the three and sixnine months ended DecemberMarch 31, 2025,2026, year-over-year general and administrative expenses increased by $3.3$8.4 million and $5.3$13.7 million, respectively, driven by anhigher increase inyear-over-year cash compensation costs of $3.2$4.9 million and $5.9$10.8 million, respectively, primarily influenced by the timing offrom our annual merit cycle.cycle, Inas addition,well foras thehigher sixyear-over-year monthsshare-based endedcompensation Decemberof 31, 2025, the increase was also impacted by $1.9$1.2 million ofand expense$1.0 associatedmillion, with a sales tax reserve.respectively. These increases were partially offset by lower long-term incentive cash compensation costs of $1.6$0.7 million and $2.9$3.6 million, respectively, due to changes in the estimated payout for certain businesses. ThereIn addition, for the nine months ended March 31, 2026, the increase was alsoimpacted by a $1.9 million expense associated with a sales tax reserve, more than offset by a year-over-year benefit from the non-recurrence of a $2.9 million charge recognized in the three and sixnine months ended DecemberMarch 31, 20242025 for a land duty tax that we continue to contest in Australia related to our 2019 redomiciliation to Ireland.

Other income,income (expense), net

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

For the three and sixnine months ended DecemberMarch 31, 2025,2026, the year-over-year changes in other income,income (expense), net were primarily due to the currency exchange rate volatility impacting our derivatives that are not designated as hedging instruments, of which our Euro and GBP contracts are the most significant exposures that we economically hedge. We expect volatility to continue in future periods, as we do not apply hedge accounting for most of our derivative currency contracts.

For the three and sixnine months ended DecemberMarch 31, 2025,2026, the year-over-year interest expense, net decreased $2.2$1.6 million and $5.5$7.1 million, respectively, primarily due to a lower weighted averageweighted-average interest rate (net of interest rate swaps) on our senior secured Termterm Loan Bloan partly from our repricing action in December 2024 that reduced the credit spread on our outstanding debt.