CMPR Insider Report: 55,594 PSUs Awarded to CEO Keane

Rhea-AI Filing Summary

Cimpress plc (CMPR) reported that Robert S. Keane, its CEO and Chairman, was granted performance share units (PSUs) tied to fiscal 2025 results. The Compensation Committee determined on 08/07/2025 the number of shares issuable under two PSU awards originally granted on 08/15/2024: 54,204 PSUs for his CEO role and 1,390 PSUs for his board role, with each PSU representing a commitment to issue one ordinary share.

These PSUs are performance-based using revenue, adjusted EBITDA, and unlevered free cash flow for the year ended 06/30/2025 and are reported as direct beneficial ownership. The PSUs vest over four years (25% on the date exercisable and 6.25% quarterly thereafter) with the first exercisable date shown as 08/15/2025 and an expiration date of 08/15/2028.

Positive

• Performance-linked compensation tied to revenue, adjusted EBITDA, and unlevered free cash flow aligns management pay with company performance
• Multi-year vesting (25% initially, then quarterly over four years) supports retention and long-term focus

Negative

• Potential dilution from issuance of 55,594 ordinary shares (54,204 + 1,390) if all PSUs convert to shares
• Immediate determination of PSU payouts suggests performance thresholds were met, which may increase share issuance without providing details on payout levels

Insights

Financial Analyst

TL;DR: CEO received performance-based PSUs totaling 55,594 shares, reflecting achievement against fiscal 2025 targets.

The Compensation Committee has finalized awards that convert PSUs to ordinary shares based on revenue, adjusted EBITDA, and unlevered free cash flow for the year ended 06/30/2025. The awards total 55,594 PSUs and vest over four years, aligning pay with multi-year performance and retention. From an investor perspective, this is a routine executive compensation outcome tied to performance metrics; it creates potential dilution when shares are issued but also signals that the company met whatever internal thresholds triggered payout.

Corporate Governance Expert

TL;DR: Performance-based, time‑vesting structure aligns executive incentives with long‑term company targets and retention.

The awards are explicitly tied to quantifiable fiscal 2025 metrics and include a multi-year vesting schedule, which is consistent with governance best practices to link pay and performance and to promote retention. The report shows direct beneficial ownership for the recipient, and the Compensation Committee documented the determination process. No governance red flags are evident from the disclosed terms alone.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Keane Robert S

(Last) (First) (Middle)

CIMPRESS PLC, FIRST FLOOR BUILDING 3

FINNABAIR BUSINESS & TECHNOLOGY PARK

(Street)

DUNDALK, COUNTY LOUTH, IRELAND

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CIMPRESS plc [ CMPR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO, Chairman

3. Date of Earliest Transaction (Month/Day/Year)
08/07/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Share Units(1)	$0	08/07/2025		A		54,204		08/15/2025(2)	08/15/2028	Ordinary Shares	54,204	$0	54,204	D
Performance Share Units(3)	$0	08/07/2025		A		1,390		08/15/2025(2)	08/15/2028	Ordinary Shares	1,390	$0	1,390	D

Explanation of Responses:

1. Performance share unit (PSU) award granted on August 15, 2024 (for Mr. Keane's role as Chief Executive Officer of Cimpress plc) with performance conditions based on revenue, adjusted EBITDA, and unlevered free cash flow of Cimpress plc for the fiscal year ended June 30, 2025. On August 7, 2025, Cimpress' Compensation Committee determined the number of shares issuable pursuant to this PSU award based on the level of achievement against the performance conditions, with each PSU representing Cimpress' commitment to issue one ordinary share.

2. These PSUs vest over the following four-year period: 25% of the number of shares determined to be issuable vest on the Date Exercisable shown in Table II and 6.25% of such number of shares vest quarterly thereafter.

3. Performance share unit (PSU) award granted on August 15, 2024 (for Mr. Keane's role as a member of the Board of Directors of Cimpress plc) with performance conditions based on revenue, adjusted EBITDA, and unlevered free cash flow of Cimpress plc for the fiscal year ended June 30, 2025. On August 7, 2025, Cimpress' Compensation Committee determined the number of shares issuable pursuant to this PSU award based on the level of achievement against the performance conditions, with each PSU representing Cimpress' commitment to issue one ordinary share.

Remarks:

	/s/ Matthew F. Walsh, as attorney-in-fact for Robert S. Keane	08/11/2025
	** Signature of Reporting Person	Date
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FAQ

What PSU awards were reported for Cimpress (CMPR)?

The report discloses 54,204 PSUs granted for the CEO role and 1,390 PSUs granted for a director role, each representing one ordinary share if earned.

What performance metrics determine these PSUs for CMPR?

The PSUs are based on revenue, adjusted EBITDA, and unlevered free cash flow for the fiscal year ended 06/30/2025.

When do the PSUs vest and when are they exercisable?

The PSUs vest over four years: 25% on the Date Exercisable (shown as 08/15/2025) and 6.25% quarterly thereafter, with an expiration date of 08/15/2028.

How many shares could be issued if all PSUs convert?

If all PSUs convert, Cimpress could issue 55,594 ordinary shares to Robert S. Keane.

What ownership form was reported for these awards?

The Form 4 reports the shares as Direct (D) beneficial ownership by the reporting person.