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Group plc
4imprint Group plc Annual Report & Accounts 2025
Annual
Report &
Accounts
2025
d
4imprint Group plc Annual Report & Accounts 2025
Find out more online:
investors.4imprint.com
Our purpose is to harness the
enduring appeal of promotional
products to help our customers build
their brand, promote their initiatives,
achieve their marketing goals and
make lasting connections with those
who are important to them.
With every order we are trusted to carry a distinctive logo or
message on our products, so we understand clearly that our
primary aim is to be certain to make our customers and their
organisations shine.
We deliver on this trust by cultivating an authentic
environment where our people are valued and empowered
to do their best work. Our priority is to attract and retain
a diverse team, each member of which is committed to
creating mutually beneficial, sustainable outcomes for all
stakeholders and the environment, in turn protecting and
strengthening the long-term interests of the Company
andour Shareholders.
Contents
OUR PURPOSE
OVERVIEW
01 Highlights
02 At a Glance
04 Chairman’s Statement
STRATEGIC REPORT
06 Chief Executive’s Review
09 Strategic Objectives
12 Key Performance Indicators
14 Market Position
18 Business Model
20 Sustainability
48 Financial Review
54 Risk Management
56 Principal Risks & Uncertainties
66 Stakeholder Engagement
69 Non-Financial and Sustainability
Information
CORPORATE GOVERNANCE
70 Corporate Governance Report
72 Board of Directors
74 Statement on Corporate Governance
78 Nomination Committee Report
81 Audit Committee Report
86 Annual Statement by the Chair of the
Remuneration Committee
88 Remuneration Report
106 Directors’ Report
108 Statement of Directors’ Responsibilities
FINANCIAL STATEMENTS
109 Independent Auditor’s Report
115 Group Income Statement
116 Group Statement of Comprehensive
Income
117 Group Balance Sheet
118 Group Statement of Changes
inShareholders’ Equity
119 Group Cash Flow Statement
120 Notes to the Financial Statements
143 Company Balance Sheet
144 Company Statement of Changes
inShareholders’ Equity
145 Company Cash Flow Statement
146 Notes to the Company’s Financial
Statements
ADDITIONAL INFORMATION
152 Alternative Performance Measures
153 Five-Year Financial Record
154 Registered Office and Company Advisers
01
4imprint Group plc Annual Report & Accounts 2025
OVERVIEW
HIGHLIGHTS
Financial overview
REVENUE
$1,3 4 6. 8m -2%
2024: $1,367.9m
BASIC EARNINGS PER SHARE
404.4c -3%
2024: 416.3c
OPERATING PROFIT
$145.2m -2%
2024: $148.1m
TOTAL PAID AND PROPOSED REGULAR DIVIDEND PER SHARE
2 4 0.0c –
2024: 240.0c
PROFIT BEFORE TAX
$150.8m -2%
2024: $154.4m
TOTAL PAID AND PROPOSED REGULAR DIVIDEND PER SHARE
179.5p -4%
2024: 186.4p
CASH AND BANK DEPOSITS
$132.8m -10%
2024: $147.6m
Operational overview
Resilient performance amidst a volatile
macroeconomic environment
2,060,000 total orders received in 2025
(2024: 2,124,000)
– Existing customer orders flat to prior
year,reflecting strong and consistent
retention rates
– New customer orders declined 12%,
broadlyconsistent throughout the year
– Average order value increased 1%
Double-digit operating profit margin of 10.8%
maintained, supported by a strong gross profit
margin and flexibility of the marketing mix
Group well financed with cash and bank deposits
of $132.8m (2024: $147.6m)
c.$10m project to relocate the leased downtown
Oshkosh, Wisconsin office space to the recently
expanded distribution centre underway and
expected to be completed in mid-2026
02 03
4imprint Group plc Annual Report & Accounts 20254imprint Group plc Annual Report & Accounts 2025
OVERVIEW
25
145.2
24
23
22
21
148.1
136.2
102.9
30.6
25 404.4
24
23
22
21
416.3
377.9
285.6
80.5
25
1,346.8
24
23
22
21
1,367.9
1,326.5
1,140.3
787.3
AT A GLANCE
Positioned to
deliverorganic
revenue growth
Where we do it
We operate the same business model in two primary geographical markets:
Five-year growth
REVENUE ($m)
$1,3 4 6.8m
OPERATING PROFIT ($m)
$145.2m
BASIC EARNINGS PER SHARE (c)
404.4c
NORTH AMERICA
Most of our revenue is generated in the
US and Canada, serviced from an office,
production and distribution facilities in
Oshkosh and Appleton, Wisconsin.
REVENUE
$1,321.5m
98%
EMPLOYEES
1,632
December 2025
UK & IRELAND
Customers in the UK and Irish
markets are serviced from an office
in Manchester, England.
REVENUE
$25.3m
2%
EMPLOYEES
47
December 2025
Reaching our
customers
Innovative marketing allows
us to introduce millions
of potential customers
to tens of thousands of
customisedproducts.
Looking after
our customers
We have an exceptional
culture revolving around
the delivery of remarkable
customer service, and a
robust satisfaction guarantee
that our customers can
relyon.
Our product
range
Our merchandisers work
closely with our suppliers
to continuously update
and curate our extensive
productrange.
Application of
technology
Our appetite for technology
delivers an attractive
customer experience, an
efficient order processing
platform and sophisticated
data-driven analytics.
How we do it
Our business operations are focused around a highly developed direct marketing business model. Organic revenue growth is delivered
by using a wide range of data-driven, online, offline and brand-based marketing techniques to capture market share in the large and
fragmented promotional product markets that we serve.
We are a direct marketer of
promotional products with
operations in North America,
the UK and Ireland.
What we do
We make it easy for our customers to
promote their service, product or event.
Our customers know that promotional
products from 4imprint’s extensive
range along with personal, expert
service on every order, will ensure that
their name – and brand – looks great in
front of their target audience.
Our objective
Our objective is to deliver market-beating
organic revenue growth by expanding our
share in the fragmented markets in which
we operate. We aim to establish 4imprint
as ‘the’ leading promotional products
brand within our target audience through
sustained investment in an evolving
marketingportfolio.
04 05
4imprint Group plc Annual Report & Accounts 20254imprint Group plc Annual Report & Accounts 2025
OVERVIEW
CHAIRMAN’S STATEMENT
A resilient operational and
financial performance amidst
a volatile macroeconomic
environment
Strategy
Our strategy remains unchanged.
Weaim to deliver attractive organic
revenue growth by increasing share
in the fragmented, yet substantial,
markets thatwe serve.
Whilst recognising the uncertain market
conditions, we continue to take a
long-term view, investing in the people,
marketing, technology, and infrastructure
required for success. From experience,
we know that maintaining investment
in the business in more difficult times
positions us to take advantage of
market share opportunities when
conditionsimprove.
Dividend
The Group finished 2025 in a strong
financial position with cash and bank
deposits of $132.8m (2024: $147.6m).
The Board recommends a final dividend
per share of 160.0c (2024: 160.0c)
giving a total paid and proposed 2025
regular dividend per share of 240.0c
(2024:240.0c).
Chair transition
I am delighted to welcome our new Chair
Designate, Paul Forman, to the Company;
his experience and insights will support
the Group in the delivery of its strategic
ambition. Under Paul’s leadership, I am
confident our culture and values will
continue to thrive.
Throughout my time here, I have valued
the dedication and endeavour of our
people, at all levels of the Group. Their
commitment to living our shared values
has enabled us to successfully navigate
challenges and seize opportunities in
order to accelerate our growth.
As I step down, I do so with gratitude for
your trust and optimism for the future of
our Company. I am hugely proud of the
significant progress we have achieved
together; it has been a privilege to have
been associated with our success.
Outlook
Trading results in the first two months
of2026 have been in line with the Board’s
expectations. Orders and revenue are
slightly down compared to the same
period in 2025, reflecting continued
uncertainty in the market. As anticipated,
tariff-related costs are being phased in
by suppliers and tariff policy continues
to evolve. Whilst these factors may
influence revenue and margins in 2026,
the business will continue to be managed
to deliver solid financial results in the
near term, and best position us to take
advantage of opportunities that will
present themselves as economic and
market conditions improve.
Despite a challenging environment, our
view of the prospects of the business is
unchanged. The Board is confident in the
Group’s strategy, competitive position,
and long-term growth opportunity.
PAUL MOODY
CHAIRMAN
10 March 2026
Performance summary
The Group delivered a resilient
operational and financial performance
in 2025 amidst a volatile macroeconomic
environment, reinforcing the quality
of our long-term strategy and
businessmodel.
Group revenue for 2025 was $1.35bn
(2024: $1.37bn). Profit before tax for
the year was $150.8m (2024: $154.4m)
and basic earnings per share was 404.4c
(2024: 416.3c).
Gross profit margin remained strong in
2025 at 32% (2024: 32%). The marketing
mix provided the flexibility we anticipated,
and as a result, a double-digit operating
profit margin has been maintained
for2025.
The business model is highly cash-
generative, with cash and bank deposits
at the end of 2025 of $132.8m (2024:
$147.6m), meaning that the Group is
well-funded entering 2026. The consistent
cash-generative profile of our model
allows us to invest in the business,
positioning us for future growth at the
same time as providing meaningful
returns to our Shareholders through
dividend payments.
06 07
4imprint Group plc Annual Report & Accounts 20254imprint Group plc Annual Report & Accounts 2025
STRATEGIC REPORT
CHIEF EXECUTIVE’S REVIEW
Solid trading performance,
and continued strategic
investment in our resilient
business model
In 2025, Group revenue was $1.35bn
(2024: $1.37bn) and operating profit was
$145.2m (2024: $148.1m), both down
2% from the prior year. Operating profit
margin was 10.8%, consistent with 2024.
Beyond revenue trends, two key factors
shaped these results:
– gross profit margin remained
strong at 32.4% for 2025 (2024:
31.8%). Product cost increases due
to tariffs are being phased in by
suppliers later than anticipated, with
only a modest impact in 2025. As
expected, additional increases have
been received in early 2026 and as
tariff policy evolves, further changes
in product costs may be received
during the year; and
– marketing efficiency was
comparable to the prior year, with
revenue per marketing dollar of
$7.86 (2024: $7.88). Our strategic
investments in brand awareness
have significantly improved marketing
efficiency in recent years and
strengthened our market position.
Our direct marketing model remains very
cash generative, with cash and bank
deposits at the 2025 year-end of
$132.8m (2024: $147.6m). This strong
liquidity provides a solid foundation as
we look ahead.
As we have consistently
demonstrated, our marketing
mix allows us to be nimble when
responding to market conditions.
Wecontinue to invest in initiatives
that enhance awareness
and reinforce trust, creating
enduring value for our customers
andShareholders.
– Supply: We have cultivated long-
standing partnerships with our
suppliers, and these relationships
are a critical success factor for the
business. Given our ‘drop-ship’
business model, our suppliers enable
us to deliver the ‘4imprint Certain’
service that our customers come
to us for. In addition, we rely on the
deep relationships with our Tier 1
suppliers to manage supply chain
issues effectively, which has been
especially important in the current
environment of evolving tariff policy.
Operational highlights
During 2025, we continued making
investments to support our current
business and position us for long-
termgrowth.
– People: Our team members are
essential to our current and future
success. At the end of the year, we
had nearly completed the work
that began in 2023 of building
out our senior management team
and organisational structure to
support our current operations and
strengthen our foundation for future
profitable growth.
– Marketing: The marketing portfolio
is much more heavily weighted
towards brand and search compared
to direct mail. Our brand is a defining
strength in the promotional products
industry, synonymous with reliability,
quality, and service excellence. Brand
equity is central to our long-term
growth model. We believe that our
increasing level of aided and unaided
brand awareness strengthens the
business, creating opportunities in
both the near and longer term.
Performance overview
Despite a challenging macroeconomic
environment, the Group delivered a solid
trading performance in 2025. Whilst
revenue and operating profit declined
slightly compared to the prior year, our
results reflect strong execution as we
adapted to rapidly changing market
conditions. As always, the dedication
of our team members, the strength
of our supplier partnerships, and the
effectiveness of our marketing investment
were critical to our success. In total,
2,060,000 orders were received in 2025,
a decrease of 3% from 2024. In line with
historical patterns, existing customer
orders made up the majority, with
1,639,000 orders, flat to 2024, reflecting
strong and consistent retention rates.
In 2025, 421,000 new customer orders
were received, down 12% compared to
2024, reflective of the ongoing uncertain
macroeconomic trading environment.
Average order values in 2025 were 1%
above the prior year, driven primarily by
price adjustments.
08
4imprint Group plc Annual Report & Accounts 2025
09
4imprint Group plc Annual Report & Accounts 2025
STRATEGIC REPORT
CHIEF EXECUTIVE’S REVIEW CONTINUED
“ As always, the
dedication of our
team members,
the strength of our
supplierpartnerships,
and the effectiveness
of our marketing
investment were
critical to oursuccess.”
STRATEGIC OBJECTIVES
Building a commercially
and environmentally
sustainable business
that delivers value to all
stakeholders
OBJECTIVES
To protect and enhance the 4imprint
brandas synonymous with the principles
and values that it represents
To deliver the extraordinary customer
service required to acquire and retain
the customer relationships that support
long-term value creation
To curate and preserve a distinct and
diverseculture that develops, empowers
andvalues team members
To embrace environmental initiatives
tailoredto achieve maximum impact in the
context of our business and operations
To maintain collaborative and mutually
beneficial relationships with our supplier
partners, grounded in clear social and
ethical expectations
To support, participate in, and give back
toour local communities
KEY ENABLERS
– Relentless focus on excellence in
customerservice
– Culture guided by application of the
Code ofConduct, 4imprint Compass
and ‘TheGolden Rule’
– Monitoring of Scope 1 and 2 emission
reduction targets and collaborating with
supplier partners on adoption of more
sustainable materials
– Clear social and ethical policies and
expectations
– 4imprint Supply Chain Code of Conduct
– Charitable giving programme and
encouragement of all team members to
volunteer or otherwise participate in their
local communities
KPIs (SEE PAGES 12 AND 13)
– Revenue growth
– 24-month customer retention
– Sustainability: We continue to
make good progress in embedding
sustainability across the business,
and during 2025, we took an
important step forward by setting
Scope 1 and Scope 2 emissions
reduction targets. Our focus remains
on improving energy efficiency
across our operations, collaborating
closely with our supplier partners,
and ensuring that sustainability
considerations are integrated
into how we operate and invest.
We believe that a robust and
credible approach to sustainability
is important to our customers,
associates, and Shareholders, and is
aligned with our objective of building
a resilient business that creates
enduring value over the long term.
See our Sustainability section for
additional information.
– Oshkosh facilities: The Board
approved a c.$10m capital
expenditure for the relocation of our
leased downtown Oshkosh, Wisconsin
office space to our recently expanded
distribution centre. Construction
began in late 2025 and is expected
tobe completed in mid-2026.
Looking ahead
Our business model is resilient through all
economic cycles, and our highly engaged
team has demonstrated the ability to
adjust to market conditions, consistently
delivering strong profitability and cash
generation. As ever, we will continue
investing in the business to be positioned
for growth when customer demand
strengthens. We remain confident in our
strategy and prospects.
1110
4imprint Group plc Annual Report & Accounts 2025
STRATEGIC REPORT
4imprint Group plc Annual Report & Accounts 2025
STRATEGIC OBJECTIVESCONTINUED
Market leadership
driving organic
revenue growth
OBJECTIVES
To establish 4imprint as ‘the’ recognised
promotional products brand within our
target audience
To be the leading direct marketer of
promotional products in the markets in
which we operate
To expand share in fragmented markets
through sustained investment in a
diversified, evolving marketing portfolio
To set challenging organic revenue targets
linked directly to the Group’s strategy
Cash generation
andprofitability
OBJECTIVES
To deliver reliable and increasing free cash
flow over the medium to longer term
To balance short-term profitability with
marketing investment opportunities leading
to sustainable long-term free cash flow and
earnings per share growth
Effective capital
structure
OBJECTIVES
To maintain a stable and secure
balance sheet aligned with the Group’s
growthobjectives
To have the flexibility to be able to continue
investing in the business through different
economic cycles
To enable the Group to act swiftly when
investment opportunities arise
Shareholder
value
OBJECTIVES
To deliver increasing Shareholder value
through execution of the Group’s
growthstrategy
KEY ENABLERS
– Competitive advantage through continuous
development of, and sustained investment in:
– People
– Marketing
– Technology
– Differentiation through operational
excellence:
– Customer service
– Merchandising and supply
– Efficient processing at scale of individually
customised, time-sensitive orders
KPIs (SEE PAGES 12 AND 13)
– Revenue growth
– Number of orders received
– 24-month customer retention
– Revenue per marketing dollar
KEY ENABLERS
– Reinvestment of cash generated
from operations into organic growth
initiatives based on multi-year revenue/
returnprojections
– Disciplined approach to investment:
– Marketing investment based on our
assessment of both prevailing market
conditions and a combination of
current and future customer-centric
metrics, including prospecting yield
curves, retention patterns and lifetime
revenueprofiles
– Capital investment evaluated based
on cash payback and discounted cash
flowparameters
– Direct marketing ‘drop-ship’ business
model, facilitating efficient working
capitalmanagement
– Low capital intensity
KPIs (SEE PAGES 12 AND 13)
– Revenue per marketing dollar
– Operating profit margin
– Basic earnings per share
– Cash conversion
KEY ENABLERS
– Conservative balance sheet funding approach
– Capital allocation priorities in line with
strategic objectives
KPIs (SEE PAGES 12 AND 13)
– Cash and bank deposits balance
– Return on average capital employed
– Total Shareholder return
KEY ENABLERS
– Financial discipline in evaluation
of investment opportunities
– Clear priorities in capital allocation:
– Organic growth initiatives
– Regular dividend payments
– Merger and acquisition opportunities
– Other Shareholder distributions
KPIs (SEE PAGES 12 AND 13)
– Basic earnings per share
– Dividend per share
– Total Shareholder return
12 13
4imprint Group plc Annual Report & Accounts 20254imprint Group plc Annual Report & Accounts 2025
STRATEGIC REPORT
25
1,346.8
24
23
22
21
1,367.9
1,326.5
1,140.3
787.3
25
1,639
24
23
22
21
1,644
1,561
1,341
1,003
529
519
426
421
480
25 45
24
23
22
21
46
45
41
38
25 7.86
24
23
22
21
7.88
8.30
8.86
6.17
25 109
24
23
22
21
96
120
91
63
25 10.8
24
23
22
21
10.8
10.3
9.0
3.9
25
132.8
24
23
22
21
147.6
104.5
86.8
41.6
25 (11)
24
23
22
21
9
15
54
10
25
24
23
22
21
416.3
377.9
404.4
285.6
80.5
25
87
24
23
22
21
98
104
94
41
250.0
200.0
25
240.0
215.0
24
23
22
21
160.0
45.0
240.0
KEY PERFORMANCE INDICATORS
REVENUE GROWTH ($m)
$1,34 6.8m
24-MONTH CUSTOMER RETENTION (%)
45%
OPERATING PROFIT MARGIN (%)
10.8%
NUMBER OF ORDERS RECEIVED (‘000)
2,060
REVENUE PER MARKETING DOLLAR
1
($)
$7.86
CASH CONVERSION
1
(%)
109%
The Group has delivered a resilient financial performance for 2025
in challenging market conditions. Revenue growth is a key measure
of progress towards our strategic objectives.
The 24-month customer retention rate offers visibility as to
the broad stability and strength of the customer file. Customer
retention rates remain strong and consistent, reflecting the
quality of the customers we are acquiring with our current
marketing mix.
Operating profit margin shows the profitability of the Group’s
trading operations. A double-digit operating profit margin has
been maintained for 2025, supported by a strong gross profit
margin and flexibility of the marketing mix.
Orders received (demand) statistics are collated on a daily,
weekly and monthly basis to evaluate performance against
targets in our operational plan for both new and existing
customers. Analysis of order patterns offers a clear and
immediate measure of operational performance.
Revenue per marketing dollar gives a measure of the productivity
of our investment in marketing. The flexibility of the marketing
continues to enable us to adjust investment to fit the prevailing
demand conditions.
Cash conversion measures the efficiency of the business model
in the conversion of operating profits into operating cash flow.
A high percentage reflects good working capital management
and disciplined capital investment.
New
Existing
Regular
Special
CASH AND BANK DEPOSITS
1
($m)
$132.8m
DIVIDEND PER SHARE (DPS) (c)
240.0c
REGULAR
BASIC EARNINGS PER SHARE (EPS) (c)
404.4c
RETURN ON AVERAGE CAPITAL EMPLOYED
1
(%)
87%
TOTAL SHAREHOLDER RETURN (TSR) (% in year)
-11%
Our balance sheet funding guidelines call for the business to
aim for a target cash balance at the end of each financial year.
This KPI reflects the Group’s performance in managing its cash
resources relative to its capital allocation priorities. The Group
is well financed entering 2026.
DPS provides a tangible measure of the delivery of
Shareholder value. The 2025 regular dividend is in line with
the Board’s guidelines to at least maintain dividend per
share in a downturn.
EPS growth over time gives a clear indication of the financial
health of the business and is a key component of the delivery
of Shareholder value.
This KPI shows the Group’s efficiency in the use of its capital
resources. It is influenced by profitability, working capital
management and productive capital investment.
Our aim is to deliver consistent performance and attractive TSR.
The recovery from the disruptive effects of the pandemic and
recent economic uncertainty are clearly demonstrated over the
five-year period.
1 Please see the Alternative Performance Measures (APMs) section on page 152 for definitions of these APMs and reconciliations to their equivalent IFRS measures
where applicable.
1 Please see the Alternative Performance Measures (APMs) section on page 152 for definitions of these APMs and reconciliations to their equivalent IFRS measures
where applicable.
15
4imprint Group plc Annual Report & Accounts 20254imprint Group plc Annual Report & Accounts 2025
STRATEGIC REPORT
14
MARKET POSITION
Executing on our
strategy to further
strengthen our
marketleadership
A fundamental strategic objective for
4imprint is to establish and maintain a
leadership position in the markets we
serve. We aim to establish 4imprint as
‘the’ recognised brand for promotional
products, driving our organic revenue
growth to outpace the overall growth rate
of the promotional products industry as
a whole.
Leadership in scale
4imprint is the largest distributor in the
North American promotional products
industry, with 2025 revenue of $1.32bn.
The leading trade bodies, Promotional
Products Association International (PPAI)
and Advertising Speciality Institute (ASI),
both placed 4imprint at the top of the
latest versions of their annual distributor
rankings. Our UK business, with 2025
revenue of $25.3m, ranks consistently
in that market’s top five distributors
according to industry sources.
Our value proposition
Our customers can be certain that our
team and our products will meet their
expectations, every time.
– Certain delivery: It’s on time or it’s on
us. If your event is missed because we
didn’t ship on time, your order is free.
– Certain value: If you find, within
30days of purchase, that your order
would have cost less elsewhere, let
us know and we’ll refund double
thedifference.
– Certain happiness: If you’re not
100% satisfied with your order,
we’ll pay to pick it up and rerun it or
refundyour money – your choice.
Our 360° Guarantee
®
promises free
samples, complimentary art assistance
and personal, expert service on every
order. We aim to take away the worry,
making 4imprint a trusted partner
minding the details every step of the way.
Whether raising awareness, sponsoring
events, acquiring customers, recruiting
new employees or supporting good
causes, our customers know that
promotional products from 4imprint
will ensure that their name – and
brand – look great in front of their
targetaudience.
Where we do business
We operate in two primary
geographicalmarkets:
– North America: The estimated
market size of the US and Canadian
promotional products markets
together in 2025 is estimated to total
around $27.7bn in annual revenue
(around $26.6bn in 2024). We serve
these markets from facilities in
Oshkosh and Appleton, Wisconsin,
US; and
– UK & Ireland: The UK and Irish
promotional products market size
was estimated by industry sources
tobe around £1.3bn ($1.7bn) in 2025
(around £1.2bn/$1.5bn in 2024).
Our office serving these markets
is inManchester, UK.
The marketplace for promotional
products is fragmented. According to
US industry trade bodies, nearly half
of the US industry’s annual revenue is
generated by distributors with less than
$2.5m in annual sales (PPAI), whilst fewer
than 40 distributors have estimated
annual sales greater than $50m (ASI).
The distribution structure and industry
characteristics are similar in the Canadian
and UK/Irish markets.
Our customers
Promotional products are purchased
by a wide range of individuals within all
types of businesses and organisations.
These products have many uses: as
an integral part of sales and marketing
campaigns; for recruitment or recognition
activities; to promote health and safety
initiatives; and for any other method
of making a connection between our
customer’s organisation and the recipient
of theitem.
We define our customer as the individual
placing the order, rather than the
business or organisation for which the
individual works or with which they
are associated. Our customer base is
widely dispersed geographically, by size
of business/organisation and across
commercial, governmental, educational,
charitable, religious and other segments.
Our target customer will typically be
working at an organisation with 25 or
more employees and $1m or more in
annual revenue. No single customer
comprises a material part of 4imprint’s
overall revenue.
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STRATEGIC REPORT
17
MARKET POSITION CONTINUED
Our products
We sell an extensive range of promotional
products – merchandise that is custom
printed with the logo or name of an
organisation with the aim of promoting
a brand, service, product or event.
Our product range comprises tens
of thousands of individual products
in categories such as pens, bags and
drinkware to higher value items such as
embroidered apparel, technology and
full-size trade show displays, enabling our
customers to find the perfect product
for their promotion and their brand.
This range is curated by an experienced
category management team.
Our top ten ‘Supergroup’ product
categories by sales volume in 2025 are
set out below:
Supergroup
2025
Rank
2024
Rank Change
Apparel 1 1 0%
Bags 2 2 -5%
Drinkware 3 3 -10%
Writing 4 4 1%
Stationery 5 5 -1%
Outdoors
andLeisure
6 6 3%
Auto, Home
andTools
7 7 1%
Wellness
andSafety
8 9 3%
Trade Show
andSignage
9 8 -5%
Awards and
Office
10 10 1%
Product trends
Category rankings were relatively stable
in 2025. Apparel maintained its number
one ranking, followed again by bags,
drinkware and writing.
The drinkware category continued to
decline in 2025 due to saturation in the
market, particularly for travel mugs and
water bottles. However, demand has
been maintained for popular brands
such as Stanley
®
and Yeti
®
, and traditional
products such as ceramic coffee mugs.
The outdoor and leisure category
experienced growth fuelled by demand
for product categories including hand
fans, golf, blankets and chairs.
Growth in the wellness and safety
category boosted its rank in 2025 as
hand sanitisers and other personal care
items, such as packets of tissues and
mirrors, performed well. Trade show
and signage declined in 2025, which is
common during challenging economic
marketconditions.
The toy and novelty category was
slightly lower than awards and office,
keeping it out of the top ten, however,
products such as soft toys and fidget toys
experienced growth reflecting broader
retail trends.
Private label
We continue to develop our stable of
‘in-house’ brands, exclusive to 4imprint.
These products are designed to meet
the core needs of our customers and
fill gaps within categories. In many
cases, they have grown to occupy top-
selling spots. Great attention is paid
to the functionality, quality and design
characteristics of each item in addition
to the choice of our supplier and
manufacturing partners.
Our category management team has
continued to identify opportunities to
convert product materials on existing
private label items into more sustainable
options and this is now built into the
new product development and decision-
making process for new items added
to the range. More information can be
found on page 36.
Better Choices
®
Customers continue to balance many
factors when researching and selecting
promotional products. These factors
include brand, budget, and event
dates as well as artwork and logo
requirements, often varying based
on usage and recipients. Our Better
Choices
®
framework is designed to
aid in highlighting and filtering options
by sustainability characteristics for
customers where it is already part of their
decision process and also pointing out
the availability and affordability to those
who had not considered these options.
The Better Choices
®
range has continued
to grow, not only in terms of size, but also
in the use of more sustainable materials
and programmes that are available.
Verification remains a critical part of the
programme. More information can be
found on pages 34 to 36.
“With Better Choices
®
you can select
promotional products
with a more positive
environmental impact
such as those made
with recycled materials
or from a responsible
forestry programme.”
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STRATEGIC REPORT
BUSINESS MODEL
Our business is the sale and distribution of promotional
products. Our commercial operations are built around a direct
marketing business model designed to introduce millions
of potential customers to tens of thousands of customised
promotionalproducts.
1
4
KEY STRENGTHS WHAT WE DO
Our people
– Strong company culture
– Highly trained, experienced
teammembers
– Empowered to ‘do the right thing’
Reaching our customers
– Expanding and productive
customerfile
– Marketing ‘engine’ able to attract
new, and retain existing, customers;
brand increasingly important
– Long tradition of excellence in
customer service
Our platform
– Proprietary, scalable IT system
– Reliable and resilient
suppliernetwork
Financial strength
– Strong balance sheet
– Investment in the business
– Highly cash-generative model
drivingself-financed growth
Customer proposition
– Fast, easy and convenient
– Expansive and relevant product range
– Industry-leading customer guarantee
– Online or over the phone
– Free samples and artwork
– Remarkable customer service
– Certain delivery. It’s on time or it’s
on us
– Certain value. Or we’ll refund double
the difference
– Certain happiness. If you’re not
100%satisfied, we’ll rerun it or
refund your money
Application of technology
– Websites, mobile, customer-facing
– Proprietary order processing platform
– Sophisticated database analytics
– Mature, scalable systems
– Efficient order processing
– Supplier integration
– Data-driven marketing
– Innovative web and back-office
technology
2
3
STAKEHOLDER OUTCOMES
Shareholders
Strong cash generation permits us to reinvest
in the continued growth of the business,
and to reward our Shareholders through
dividend payments and long-term share
priceappreciation.
SEE PAGE 11
Customers
Promotional products work: they help our
customers achieve their marketing goals,
promote their safety initiatives and recognise
their employees, amongst many other uses.
SEE PAGE 15
Team members
We are committed to a culture that
encourages the training, development,
wellbeing and personal fulfilment of every
team member.
SEE PAGES 22 TO 25
Suppliers
We have productive relationships with our
trusted supplier partners. Our suppliers can
expect to be treated in accordance with the
4imprint ‘Golden Rule’ and to be paid on time.
SEE PAGES 28 TO 30
Community
Our team members are actively engaged in
our communities, including charitable giving
and volunteering activities.
SEE PAGES 26 AND 27
Details of engagement with stakeholders
areon pages 66 to 68, covering the
Directors’ duties under section 172 (1)
Companies Act 2006.
‘Drop-ship’ distribution
– Unrestricted access to tens of
thousands of products
– Efficient delivery of orders to short
lead times
– In-house apparel decoration and
screen-printing
– Minimal investment in inventory
– Supplier holds the inventory
– Supplier prints the product
– Order shipped directly to customer
– Close relationships with suppliers
– Merchandisers ensure the
productrange is continually
updated and curated
Innovative marketing
– Data-driven heritage and discipline
– Multi-faceted, evolving
marketingportfolio
– Brand, search, catalogue
– New customer acquisition
– Growing customer file
– Existing customer retention
– Blue Box™
20 21
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STRATEGIC REPORT
SUSTAINABILITY
Our approach to sustainability
We have a long-standing, principled
approach to corporate responsibility.
Ourculture and values encourage
responsible practice at all levels of the
organisation and present clear guiding
principles that drive ethical interactions
with, and generate positive outcomes for,
our stakeholders.
The Board believes that these principles
and values are entirely consistent with
our primary strategic objective (see
page 9) of building a commercially and
environmentally sustainable business and
represents the cornerstone of 4imprint’s
future success.
We have a transparent and open
culture, and across our organisation
clear expectations are set for ethical
behaviour by all team members. Our
Code of Conduct serves as the framework
for ethical behaviour, guiding employee
actions and decision making, and
promotes integrity and accountability
within the organisation. Annually, all
Group employees are required to sign
and acknowledge that they have read
and understood our Code of Conduct.
In addition, we publish other supporting
policies on our intranet. These include
our Conflict of Interest Policy, Dealing
Policy and Code, and Disclosure Policy.
All Group employees are required to
acknowledge that they have read and
understood our Conflict of Interest Policy.
We do not tolerate discrimination,
harassment, bullying or abuse; we comply
with wage and working conditions and
time laws; we do not tolerate forced
labour or child labour; and it is our policy
that all workers have the right to form or
join a trade union and bargain effectively.
Creating shared value
through responsible
and ethical business
practices
Our sustainability agenda focuses on four pillars, each one built on robust and ethical business practices.
The key activities included in this report are listed below.
4imprint’s culture and principles drive our approach to sustainability
Environment
FOCUS AREAS
Energy
Carbon footprint
Product
– Better Choices
®
– Better Materials
– Private label
Carbon offsetting
TCFD
Responsible
sourcing
FOCUS AREAS
Product integrity
Supply chain
Monitoring programme
– Tier 1
– Tier 2
Training and
development
Community
FOCUS AREAS
Volunteering
one by one
®
Donations and
sponsorship
People
FOCUS AREAS
Engagement
and communication
Compensation and
benefits
Training and
development
Inclusion principles
Gender and ethnicity
representation
Health, safety and
wellness
Bribery and corruption are not tolerated
in our business operations or supply
chain. Our Anti-fraud, Bribery, and
Economic Crime Policy and Sanctions
Policy set out our high standards of ethics
and compliance across all aspects of our
business and provide detailed guidance
on facilitation payments, gifts and
hospitality, and relationships with third
parties, as well as money laundering, tax
evasion, fraud and sanctions regimes.
These policies apply to all employees
across the Group, and together with
our employee handbook, establish
clear systems and controls to ensure
effectiveimplementation.
Our ‘Speaking Up and Non-Retaliation
Policy’ (Whistleblowing Policy) applies
to all team members with concerns
about conduct that may violate
4imprint policies or core values. We
have a robust confidential reporting
hotline, ‘Speak Up’. This whistleblowing
programme is promoted throughout
our facilities and in communications to
employees to encourage the reporting
of any compliance or ethical concerns.
The programme allows for reporting
through an independent service provider
through phone, text, or a web-based
form with an option for anonymity.
Reports are monitored by Legal, Human
Resources, and Internal Audit and
appropriatelyinvestigated.
Following the investigation, any
substantiated reports are actioned
and process improvements identified.
During the year, the process and
policy were reviewed and monitored
for effectiveness. The programme is
monitored, including against benchmarks,
by senior management through the
Business Risk Management Committee,
and a review of the year’s activity was
reported to the Board through the
Audit Committee. Activity through
the programme demonstrates that
employees are comfortable with coming
forward and are confident that concerns
will be addressed.
Product selection, responsible sourcing
and environmental stewardship at
4imprint are shaped by our direct
marketing business model. We do not
manufacture nor source directly from
manufacturers; instead, we work with
a long-term group of supplier partners
from whom we select products for
marketing and distribution. Whilst these
suppliers are domestically based, they
operate downstream from a large and
diverse global supply chain. Accordingly,
our greatest opportunities to drive
positive impact and manage risk lie in
how we select our suppliers, influence
product design and safety, and make
responsible choices on behalf of
ourcustomers.
We, therefore, concentrate our efforts
where we can have the greatest
influence. This includes setting clear
expectations for suppliers, monitoring
compliance across our supply chain
and helping customers make more
informed choices through initiatives
such as Better Choices
®
. Where we have
direct operational control, we focus
on reducing our own environmental
footprint, including energy efficiency and
investment in on-site renewable energy.
Alongside this, we continue to strengthen
our understanding of our environmental
impacts, particularly greenhouse gas
emissions across our operations and
supply chain, recognising that the
majority of our emissions sit outside our
direct control.
Sustainability at 4imprint is not treated
as a standalone activity. It is integrated
into how we operate, manage supplier
relationships, develop products,
support our people and communities,
and respond to evolving customer and
regulatory expectations. We recognise
that this is a journey and we are
focused on building robust foundations
that enable continuous improvement
overtime.
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STRATEGIC REPORT
22
4imprint Group plc Annual Report & Accounts 2025
Compensation and benefits
We offer competitive pay, including
commissions, gain-share, and long-
term incentives linked to business
performance. In addition, we offer
robust benefits, including a paid time-off
programme, and strong medical, dental
and retirement plans.
The majority of our office-based
employees continue to have the flexibility
to be on site, work from home or a blend
of the two. For our production employees,
there are multiple shift options, and all
employees enjoy a number of ‘flex’ hours
each year, enabling them to take time off
for personal needs.
Training and development
We believe in the value and benefits of
personal and professional development
through continuous learning. Our
learning and development team ensures
that the curriculum and educational
opportunities continue to evolve. Online
and in-person courses are available
toassociates.
A number of mandatory classes are
required for employees and managers
relating to health and safety, ethics,
code of conduct, cyber security, cultural
awareness and inclusion, and emotional
intelligence and communication. In 2025,
we offered over 650 online courses
and instructor-led classes spanning
management and leadership skills and
technical training for various production,
customer-orientated and IT teams.
Resources are also available related
to personal finance and wellbeing and
Microsoft Office skills training.
We have a solid track record of promoting
from within and we encourage team
members to explore and think broadly
about opportunities within their
teams and with other departments in
the Company as part of their career
progression. Online training videos exist
to highlight different roles across the
Company and applicants are encouraged
to job shadow with team members in
roles they are considering applying for.
Our culture is based on the ‘Golden
Rule’: treat others as you would wish
to be treated yourself. This mindset
is evident across the four pillars of our
sustainability agenda through team
members who go above and beyond
to provide remarkable service and to
give back to their communities because
they know and believe that it is the right
thingto do.
Our team members are absolutely central
to our success. They are the driving force
behind all that we do. Their extraordinary
commitment reflects an attitude of mind
firmly grounded in 4imprint’s culture
and values. We aim to cultivate a culture
of trust that encourages people to be
themselves and bring their unique talents
and experiences to a team united by a
shared vision and sense of purpose. This
approach enables us not only to retain
existing team members but to enhance
4imprint’s reputation in our communities,
enabling us to attract the best talent
and maintain a consistently low staff
turnoverrate.
Engagement and communication
We continue to be recognised as an
employer of choice in the communities in
which we operate. Hybrid working models
have evolved, with many office roles
continuing to be performed remotely.
We maintain strong engagement through
regular updates from senior leadership,
refreshed on-site communications and
mailings, and newsletters highlighting
company events, initiatives, and
achievements. In-person activities remain
important, and the Company supports
and promotes many such events through
the year. Managers are supported
with ideas and budgets for team-
buildingactivities.
We value the feedback we receive from
the annual employee engagement survey
regarding our programmes and benefits.
This continues to drive new initiatives
and improvements to our workplace
environment for our team members. In
2025, we were certified as a ‘Great Place
to Work’ by the Great Place to Work
®
organisation for the 18th consecutive year.
In addition, we were recognised by Forbes
in their list of America’s Best Midsize
Employers 2026.
Inclusion principles
Our inclusion principles reflect our long-
standing culture and values. The Group’s
inclusion principles can be found on our
IR website at https://investors.4imprint.
com/governance/company-documents.
We understand the importance and
beneficial effect of diversity within the
Group. We believe that remarkable
teams include a wide range of unique
individuals, and that bringing these
individuals together around a shared set
of guiding principles contributes directly
to our success as a business.
We aim to foster a culture that recruits,
develops and promotes team members
regardless of background. We are
committed to the principle of equal
opportunity in employment, and no
applicant or employee receives less
favourable treatment on the grounds of
nationality, age, gender, marital or civil
partner status, sexual orientation, religion,
race, ethnicity or disability. Further, we
do not tolerate discriminationagainst, or
harassment of,team membersor others.
Our recruitment activities reach
applicants who may be less confident
in their English skills as it is a second
language. Job descriptions and interviews
are reviewed regularly to eliminate
unnecessary barriers and unconscious
bias from the recruitment process.
Training and support are provided to
managers involved in the recruiting
process. We stay engaged with local
business roundtables and community
groups, benefiting from best practices
and creative talent acquisition and
retention ideas shared by members
of these groups. We are committed
to working with team members with
disabilities to find roles or reasonable
accommodation that enables them to
meet the responsibilities of their role.
The Group’s second strategic objective (see
page 10) specifically identifies investment in
our people as a key driver of our competitive
advantage. We remain fully committed to a
learning culture that encourages the training,
development, wellbeing and participation of
every team member.
People
SUSTAINABILITYCONTINUED
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STRATEGIC REPORT
Gender and ethnicity representation
As at 27 December 2025, the Group employed a total of 1,685 team members: 70% female, 30% male (2024: 70% female; 30% male).
At Board level, 57% of members were female and 43% male (2024: 43% female; 57% male); the senior position of Chief Financial
Officer was held by a woman and one of the Board members is from a minority ethnicbackground.
In November 2025, the Company took part in the FTSE Women Leaders Review which monitors gender balance in FTSE 100 and FT
SE
250 companies. In their report published in February 2026, 4imprint was recognised as one of the best performing FTSE 250 companies
for the gender diversity of our Board, senior management team and their directreports.
The Financial Conduct Authority, in its capacity as the UK Listing Authority, introduced rules during 2022 that require listed
companies to publish information on gender and ethnic representation on the Board and in executive management roles
(Listing Rule UKLR 6.6.6 (9) and (10)). The following tables outline the gender and ethnic diversity of the Board and senior
management team, using the definitions of the FTSE Women Leaders Review, specifically, ‘senior management’ comprises
the senior management team plus their direct reports.
The data was collected through our employee database on a self-reporting basis for our senior management team,
and in respect of the Board, on a self-reporting basis and agreed directly with the Board members.
Reporting table on gender representation as at 31 October 2025 (the reporting date for the FTSE Women Leaders Review):
Number of
Board members
Percentage of
the Board
Number of
senior positions
on the Board
(CEO, CFO, SID
and Chair)
Number
in senior
management
Percentage
of senior
management
Men 3 43% 3 44 54%
Women 4 57% 1 37 46%
Not specified/prefer not tosay – – – – –
Note: Following the appointment of Paul Forman on 1 January 2026 as a Non-Executive Director and Chair Designate, at the date of this report, the Board is 50% male
and 50% female.
In November 2025, the Company also took part in the Parker Review, which monitors ethnic diversity at Board level in FTSE 100
and FTSE 250 companies. In addition, the Company also provided data on the ethnic diversity of its senior management team
based in the UK and US.
Reporting table on ethnicity representation as at 31 December 2025 (data provided to the Parker Review in November 2025
based on the expected position as at 31December 2025):
Number of
Board members
Percentage of
the Board
Number of
senior positions
on the Board
(CEO, CFO, SID
and Chair)
Number
in senior
management
Percentage
of senior
management
White British or other White (including minority-white groups) 6 86% 4 76 94%
Mixed/Multiple ethnic groups – – – 2 3%
Asian/Asian British 1 14% – 1 1%
Black/African/Caribbean/ Black British – – – 1 1%
Other ethnic group – – – 1 1%
Not specified/prefer not tosay – – – – –
Note: Following the appointment of Paul Forman on 1 January 2026 as a Non-Executive Director and Chair Designate, at the date of this report, the Board is 87%
White British or other White and 13% Asian/AsianBritish.
Health, safety and wellness
A proactive and broad approach
to health, safety and wellness is an
important aspect of the 4imprint
workplace. Operation of machinery and
material handling at our distribution
centre and screen-print facility, desk-
based ergonomics for all employees,
and best practice protocols in the office
environment are key areas of emphasis
inpromoting a safety culture.
The Safety Committee meets regularly
to ensure we remain in compliance
with regulations, monitor incidents and
near misses and consider improvement
plans. We monitor evolving regulatory
and best practice requirements and
invite input from external specialists
from our property and casualty
insurance carriers. Our Production Safety
Committee is composed of employees
at our production sites and focuses on
finding ways to engage and promote
a safe working environment on the
productionfloors.
We have an extensive employee wellness
programme. As part of our distribution
centre expansion in 2024, we were able
to significantly enlarge our on-site clinic.
Employees and their dependents on our
medical insurance plans have free access
to nurse practitioners, occupational
health nurses, physical therapists, our
employee assistance practitioners
and financial health counsellors. The
programme offers great convenience
and has proven to be very popular with
employees for basic medical services
such as flu shots, blood draws or
consultation on minor conditions. In
addition, we have access to a similar
shared clinic near our screen-printing
facility in Appleton for employees living
inthat area.
Mental health support continues to
be offered through the on-site clinic
in addition to virtual options and
our Teladoc health provider system.
Additional training for managers teaches
them how to recognise signs of mental
health stress in the workplace and gives
them the tools to help support their
teammembers.
4imprint funds an employee relief
programme called ‘Grant Circle’, which
allows employees to confidentially,
and with dignity, apply for an emergency
grant due to an unexpected financial
emergency that they are unable to meet
themselves, such as sudden property
damage, unexpected medical bills or
a utility disconnection. The payments
are administered externally, bringing
much needed funds and relief at a
critical moment. The grants are provided
withoutany repayment obligation.
SUSTAINABILITY CONTINUED
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STRATEGIC REPORT
4imprint Group plc Annual Report & Accounts 2025
27
Community
SUSTAINABILITYCONTINUED
Each 4imprint team member receives
eight hours of paid time off (PTO) per
year for volunteering at non-profit
organisations, schools, or other causes
that are meaningful to them. In addition
to causes selected by our team members,
we seek out, and often organise,
additional volunteer opportunities
(on premises and off) to encourage
more of our people to give back. In
2025, 504 team members participated
in volunteering events across 227
organisations, logging over 3,300 paid
volunteer hours.
We are extremely proud of our
onebyone
®
charitable giving programme,
which allows charitable organisations
throughout the United States, Canada
and the UK to apply for a $500 grant
towards a promotional product order.
These products help the organisations
recruit volunteers, spread awareness or
thank loyal supporters. This programme
fully embodies 4imprint’s culture, values
and principles.
In 2025, 4imprint awarded over 6,000
grants with a total retail value of $3.0m.
This programme continues to positively
impact non-profit organisations and the
individuals and communities they serve.
Volunteering
The health of our business depends
above all on our dedicated team
members, and we show our appreciation
for their hard work in many ways,
including supporting causes close to
their hearts and their communities. We
support many causes by sharing our time
and talents, and through the power of
promotional products.
We encourage and enable our team
members to volunteer for their favourite
causes and make a difference in their
communities. Not only is this the right
thing to do, but it also encourages our
team members to partner with like-
minded individuals, forging powerful
relationships, whilst elevating 4imprint
in the eyes of the community. Having
a positive community image not only
assists in maintaining strong employee
relationships but also positions 4imprint
as an ‘employer of choice’, attracting
the new talent required to support our
continued growth.
4imprint believes in being
a good community partner
by actively supporting and
fostering strong community
involvement, initiatives and
programmes.
Donations and sponsorships
We donate products from surplus
inventory and discontinued samples to
onebyone
®
recipients and other local
charities. Over 675,000 individual items
along with an additional 76 pallets of
donations were distributed to nearly
1,800 deserving charities and community
organisations in 2025.
For our employees we offer ‘Meaningful
to Me’ sponsorship opportunities for
local sports and activity clubs that they
are involved in themselves or through
their children. This typically results
in the 4imprint name appearing on
club uniforms or other co-branded
promotional products. Support is also
given to specific locally based charities.
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STRATEGIC REPORT
4imprint Group plc Annual Report & Accounts 2025
28
Product integrity
Our product safety team works diligently
to review product testing documentation
and processes for the products we
sell, with particular emphasis on items
that we deem to be higher risk such
as electrical items, children’s toys, and
those that come into contact with food
such as kitchenware and drinkware. Our
testing requirements include US Federal
and State legislation and Canadian
Government legislation, in addition to
industry best practices and voluntary
standards such as those put forth by the
American Association of Textile Chemists
and Colorists (AATCC) and American
National Safety Institute (ANSI).
Our restrictive substances list is regularly
reviewed and distributed to suppliers.
It is aligned with industry best practice
and forms the basis of our chemical
management strategy. Category
requirements and expectations are
provided to suppliers for their relevant
product lines. The number of suppliers
we have in higher-risk product categories
such as children’s toys and electronics is
kept particularly tight and manageable.
Where safety and quality criteria
are of particular importance to
customers in their buying decision,
those characteristics are highlighted
to customers via the Standards &
Certifications section of our Better
Choices
®
programme, enabling them to
filter and understand key information
related to that standard. For example,
customers purchasing goods for outdoor
events or outdoor-based employees
are able to filter by SPF/UPF and UV400
protection ratings. Trade show and
signage is a core category at 4imprint.
Customers exhibiting in exhibition
centres, educational establishments and
similar venues may need to purchase
products meeting National Fire Protection
Association standards, which are easily
searchable at 4imprint.com.
A significant step was taken in 2024 in
gaining our own Oeko-tex
®
Standard 100
certification for our apparel decoration
facilities. Oeko-tex
®
certified apparel
has been prevalent in our industry
for some time but the decoration of
customer logos on the garments had
never previously been included. Our
certification enables us to extend our
supplier and brand partners’ Oeko-tex
®
Standard 100 certification to include the
Responsible
sourcing
SUSTAINABILITY CONTINUED
It matters to us where our products are made,
who makes them and what they are made with.
Our products find their way from our supply
chain partners into the workplaces and homes
of our customers, team members, volunteers
and business partners. We appreciate the
responsibility we have to ensure that our
products are made with care and consideration.
In 2025, 4imprint’s primary North American business had contractual relationships with 115 suppliers accounting for over 99% of our
product spend, with 19 suppliers representing 80% of our total spend. Our suppliers are a very stable group of partners with only a
small number of new suppliers added or relationships ended each year. Of our annual spend, 90% was with partners that 4imprint
has worked with for over 20 years. Average payment terms to suppliers in 2025 were 30 days or less.
Our ethical supply direction is set by the Board in its Social and Ethical Principles Statement, which can be found at https://
investors.4imprint.com/governance/company-documents. This statement sets broad guidelines within which the Group must
conduct its business operations in accordance with best practice and relevant legislation and by respecting human rights and ethical
practices throughout our value chain. These broad principles are reinforced in our ‘4imprint Supply Chain Code of Conduct’. This is
based on the International Labour Organization’s ‘Declaration on Fundamental Principles and Rights at Work’ and is fully aligned with
the Fair Labor Association’s (FLA) Fair Labor Code.
Our latest statements in compliance with the UK Modern Slavery Act and Canada’s Fighting Against Forced Labour and Child Labour
in Supply Chains Act, can be found on their respective websites.
The key tiers in our supply chain are shown below:
decorating completed at our facilities,
which launched with screen-printed
apparel in late 2024, and has continued
to expand. 4imprint’s Oeko-tex
®
Standard
100 certificate number is 24.HUS.55125,
Hohenstein.
Supply chain
Our direct Tier 1 suppliers are essentially
domestic, being based in the US and
Canada for the North American business.
Our Tier 1 suppliers for the UK & Ireland
business are based in the UK and EU.
These Tier 1 suppliers take care of
the importing, inventory management
and printing capacity required to ship
thousands of orders on a daily basis.
A small proportion are also considered
the manufacturer or final assembler of
the product. They are disclosed through
Open Supply Hub, a public platform for
supply chain data.
That said, our end-to-end supply chain
is long and complex. As such, our
business activities can have a significant
impact at many levels. Our intention is to
make that impact positive from a social,
environmental and economic perspective.
Tier 5 Tier 4 Tier 3 Tier 2 Tier 1
Raw material extraction
e.g. agriculture for cotton,
drilling/refining for
plastic resin
Raw material processing
e.g. spinning and dying for
textiles, polymerisation
for plastics
Material and component
production e.g. knitting for
textiles, refill manufacturing
for pens
Final product assembly e.g.
sewing for bags, assembly
of pens
Importing, warehousing
and later decorating.
Direct ship to customer
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STRATEGIC REPORT
Monitoring programme
Tier 1 monitoring programme
Work to increase monitoring of our Tier 1 suppliers against our Supply Chain Code of Conduct started in earnest in 2019 and we
have made significant progress. Our initial objective was to cover more than 90% of the annual auditable spend by having an audit on
file within a rolling three-year period. This was achieved in 2023. We are now moving towards a two-year rolling audit scope, which is
aligned with industry best practice. We expect it to take several years to fully move to this new standard.
An ‘auditable’ location is one where the manufacturing, assembly and/or decoration of our products takes place (i.e., excludes pure
office or warehouse locations).
Tier 1 Suppliers 2025 2024
Contracted suppliers in year 115 124
Auditable locations in year
1
154 155
Number of audits completed in year 77 55
Auditable spend for year ($m) 626.3 665.1
% of auditable spend – three-year scope 99% 99%
% of auditable spend – two-year scope 78% –
1 Auditable location count exceeds contracted suppliers count due to some suppliers owning multiple facilities in different locations.
In 2025 we funded, in whole or in part, 31 Tier 1 audits (some are also requested by other customers of our suppliers or paid for
by the supplier). Regardless of who requests or pays for an audit, our team takes responsibility for follow-up on corrective action.
Our preferred audit protocols are LRQA’s ERSA, SEDEX’s SMETA 4 Pillar and Amfori’s BSCI. This mix enables us to remain flexible
with scheduling but retain high standards. Our platform housing audit data uses machine learning to create equivalencies between
protocols providing consistent data on findings, common challenges and opportunities for education. Audits are primarily focused
on protecting fair and safe working conditions but do include assessments of facilities’ environmental impacts and programmes.
Tier 2 transparency and monitoring programme
Our goal is to work with Tier 1 suppliers who are diligent in managing their own Tier 1 suppliers (our Tier 2). In recent years, we have
increased our collaboration in this area, improving our understanding of our suppliers’ networks. Currently, 47 contracted suppliers,
representing 88% of spend are sharing supply chain information with us. Work will continue to increase the number of suppliers sharing
information, providing us with a greater depth of knowledge into the supply chain. This information improves our understanding of
human rights risks and supports future environmental physical and transition risk assessments.
From a monitoring perspective, we continue to encourage suppliers to develop their own auditing programme, and we provide
financial support for some elements of that. During 2025, we funded eleven audits with our Tier 2 suppliers.
Our apparel supply chain has a greater presence of established brands and suppliers. Of our apparel revenue, 58% is derived from
brands and one core promotional supplier that are FLA Accredited Participating Companies. 4imprint team members are actively
involved in the FLA’s training and meetings.
From a country of manufacture perspective, shifts occurred in 2025 in response to US tariff policies. At the end of 2025, around
50% of our revenue is derived from products manufactured or assembled in China, a reduction from around 60% in 2024. Most of
the production shifted to other Asian countries, which together made up around 18% of our revenue by the end of 2025. The US
remained our second-largest country of manufacture at around 14%. The Central American/Caribbean apparel bloc was around 8%.
Training and development
We consider training and education for our own and our suppliers’ teams to be an important part of responsible sourcing. Through
the FLA collegiate licensee programme, we access a range of training opportunities and extend participation beyond the core social
responsibility team to Supplier Operations and Category Management teams, building broader awareness of supply chain risks and
our role in mitigating them. Nineteen team members were enrolled during 2025.
Team members also took part in a variety of conferences and webinars to ensure we stay educated on best practices and evolving
legislation including active involvement in the American Apparel & Footwear Association’s (AAFA) committees and events. We also
attended a strategic supplier’s inaugural social responsibility and workers’ rights conference in Ningbo, China, supporting capacity
building with their key factory partners (our Tier 2).
We work with our US trade association (Promotional Product Association International) in its responsible sourcing and sustainability
leadership work. This includes chairing of industry committees and involvement in an annual conference aimed at increasing
understanding of best practices in social responsibility, product compliance and sustainability.
SUSTAINABILITY CONTINUED
Solar array
at our Oshkosh
distribution
centre
4imprint’s primary strategic objective (page 9) is to build a commercially and environmentally sustainable business that delivers value
to all stakeholders. We see climate change mitigation and other aspects of environmental stewardship as a fundamental part of
this commitment. As a result, we incorporate environmental matters into our strategic decision making, evaluate our environmental
performance across all the activities of the Group and seek appropriate and effective ways to minimise the environmental impact of
our operations.
The environmental report below demonstrates the progress made during the year on several of our environmental initiatives.
Highlights in the year were:
– set science-aligned reduction targets for our Scope 1 and Scope 2 emissions (page 47);
– achieved 100% renewable electricity for our US facilities through a mix of our on-site solar array and renewable energy credits;
and
– increased products classified as Better Materials and associated sales.
Our initial certification in 2021 as a CarbonNeutral
®
company in accordance with The CarbonNeutral Protocol was renewed again
in 2025. It continues to provide us with valuable support and validation of our work.
The Board is responsible for the strategic oversight of the Group’s climate-related risks and opportunities with implementation
residing with the Environmental Committee and key senior leaders and operational teams. More details on our governance structure
can be found on pages 40 and 41.
Environment
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STRATEGIC REPORT
Energy
Our greenhouse gas (GHG) reporting for 2025 is in line with the UK Government regulations on Streamlined Energy and Carbon
Reporting (SECR) introduced in 2019 and calculated based on the GHG Protocol Corporate Standard. The most recently available UK
Department for Energy Security and Net Zero (DESNZ), and US Environmental Protection Agency (EPA) emission factors have been
used. The table below sets out the Group’s SECR disclosure across Scopes 1 and 2 along with appropriate intensity metrics and our
total energy use from natural gas and electricity sources for the year ended 27 December 2025.
Greenhouse gas emissions – Streamlined Energy and Carbon Reporting (SECR)
2025 2024 Change
Scope 1
1
Tonnes CO
2
e 928 724 R 28%
Scope 2: Location-based
2
Tonnes CO
2
e 2,725 2,692 R 1%
Scope 2: Market-based
3
Tonnes CO
2
e 9 378 R -98%
Total Scope 1 and Scope 2: Location-based Tonnes CO
2
e 3,653 3,416 R 7%
Total Scope 1 and Scope 2: Market-based Tonnes CO
2
e 937 1,102 R -15%
Proportion of emissions that relate to the UK
– Scope 1 0.2% 0.2% R
– Scope 2: Location-based 0.6% 0.6%
– Scope 2: Market-based 100.0% 1.4%
Intensity measurements – Scope 1 and Scope 2:
Location-based
– Emissions by Group revenue Tonnes CO
2
e/$m Group revenue 2.7 2.5 8%
– Emissions by employee numbers Tonnes CO
2
e/avg. employees 2.2 2.1 5%
Intensity measurements – Scope 1 and Scope 2:
Market-based
– Emissions by Group revenue Tonnes CO
2
e/$m Group revenue 0.7 0.8 -14%
– Emissions by employee numbers Tonnes CO
2
e/avg. employees 0.6 0.7 -17%
Energy consumption
– Natural gas kWh 5,017,968 3,887,981 29%
– Electricity kWh 5,758,477 5,822,397 -1%
– Regular Grid Tariff kWh 16,707 619,018 -97%
– REC for US Operations kWh 4,670,982 3,968,433 18%
– Zero Carbon Tariff for UK operations kWh 61,982 61,930 0%
– On-site Solar kWh 1,008,806 1,173,016 -14%
Total kWh 10,776,445 9,710,378 11%
Proportion Consumed in the UK 0.8% 0.8%
1 Scope 1: Emissions from combustion of fuel and operation of facilities.
2 Scope 2: Location-based calculations for use of purchased and consumed electricity.
3 Scope 2: Market-based calculations for use of purchased and consumed electricity.
R Indicates a minor restatement from the 2024 report.
Changes in our SECR table
The principal component of our Scope 1 emissions is natural gas, which is primarily used to heat our facilities and to power select
production equipment. The increase in 2025 can be attributed to the combination of a particularly cold and extended winter
combined with the expanded footprint of our distribution centre.
Our total electricity consumption was consistent with 2024. Our solar array (adjacent to the distribution centre) generated 1,721,158
kilowatt hours (kWh) of electricity of which 1,008,806 (59%) was consumed on site, with 712,352 kWh (41%) sold back to the grid.
The remainder of our US purchased electricity is procured via renewable energy credit programmes managed by local Wisconsin
energy providers. The combination of these credits, along with the on-site solar, resulted in our Scope 2 market-based emissions
for the US achieving zero. The remaining Scope 2 market-based emissions relate to our small London-based office.
Carbon footprint
Due to the nature of our business, most of our emissions are in our Scope 3 inventory, primarily in the Purchased goods and services
and Upstream transportation and distribution categories. The table below has been estimated for 2025 in line with the GHG Protocol
Corporate Accounting and Reporting standard utilising the most recently available primary and secondary data sources, emission
factors from DESNZ and US EPA as well as reputable databases, and external consultancy support. We continue to improve and
refine our data collection methodology.
The Group’s non-financial restatement policy requires comparative information to be restated where variances exceed 5%. As part
of establishing science-aligned targets (page 47), 2024 has been set as the base year, resulting in some restatements to ensure the
baseline is complete, consistent and clear for future sustainability-related reporting.
2025 calculations have been made on the best available information, and any necessary adjustments or recalculations will be shared
in a future report.
Greenhouse gas emissions – tonnes CO
2
e (tCO
2
e)
2025 2024 Change
Scope 1 928 724 R 28%
Scope 2: Location-based 2,725 2,692 R 1%
Scope 2: Market-based 9 378 R -98%
Total Scope 1 and Scope 2: Location-based 3,653 3,416 R 7%
Total Scope 1 and Scope 2: Market-based 937 1,102 R -15%
Scope 3:
1 Purchased goods and services:
Goods purchased for resale 240,827 253,010 R -5%
Goods and services for internal use 21,529 20,767 4%
2 Capital goods 773 4,515 -83%
3 Fuel and energy-related activities 507 470 R 8%
4 Upstream transportation and distribution 23,800 24,119 R -1%
5 Waste generated in operations 216 274 -21%
6 Business travel 345 426 R -19%
7 Employee commuting 1,477 1,488 R -1%
9 Downstream transportation and distribution 198 201 R -1%
11 Use of sold products 445 313 R 42%
12 End-of-life treatment of sold products 17,038 17,349 R -2%
Total Scope 3 307,155 322,932 R -5%
Total GHG Emissions: Location-based 310,808 326,348 R -5%
Total GHG Emissions: Market-based 308,092 324,034 R -5%
R Indicates a restatement from the 2024 report.
Note: GHG Protocol Scope 3 categories 8, 10, 13, 14 and 15 have been excluded from the table as they are not considered relevant to 4imprint’s business model.
Information relating to Scope 3 GHG
Category 1 – Purchased goods and services: The 2024 restatement of Purchased goods and services for resale reflects the final,
more detailed calculations, considering updated emission factors and shifts to lower emission materials. 2025 estimates were based on
the final 2024 calculations. The reduction in emissions from 2024 to 2025 reflects reduced sales in higher emission categories such
as travel mugs and backpacks. The Purchased goods and services for internal use 2024 restatement and increase for 2025 reflect the
continuation of improved methodology. This calculation is based on EPA USEEIO spend-based factors.
Category 2 – Capital goods: Includes non-recurring capital expenditure related to the initial phase of the office build-out project
at our distribution centre (551 tCO
2
e). The balance of 222 tCO
2
e relates to our spend on information technology and production
equipment. Calculations are derived from a mix of spend-based and primary sourced data.
Category 3 – Fuel: Restated for 2024 based on final calculations. The increase for 2025 relates to the increased consumption of
natural gas as reported in Scope 1.
SUSTAINABILITY CONTINUED
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STRATEGIC REPORT
Category 4 – Upstream transportation: The majority of our transportation emissions relate to the delivery of our customer orders,
with UPS
®
being our preferred supplier. This had previously been stated in Category 9 but is now presented in Category 4 to align
with best practice. The decrease represents a reduction in orders processed in 2025. 2024 data is restated based on final data and
moved to category 4 for ease of comparison.
Category 5 – Waste: We experienced an increase in waste tonnage in 2025 related to increased production at our screen print facility.
The reduction in emissions relates to internal processes that improved recycling rates. Landfill diversion for 2025 was approximately
80%. Emissions from wastewater are included but are minimal (2.5 tCO
2
e).
Category 6 – Business travel: 2024 was restated based on final data. Business travel levels are limited and expected to vary modestly
from year to year.
Category 7 – Employee commuting: This calculation includes employees working from home. The 2024 restatement reflects a revised
emissions factor. The proportion of employees working from home and on-site remained stable compared to 2024.
Category 9 – Downstream transportation: For 2024 and 2025, an estimated allowance was made indicative of the volume of
customers who ship their orders on their own account.
Category 11 – Use of sold products: The 2024 restatement reflects the inclusion of additional categories. The increase in 2025 relates
to growth and upscaling in certain product lines including wireless charging.
Category 12 – End-of-life treatment of sold products: Restated 2024 based on final calculations. The reduction for 2025 reflects
a lower volume of units sold.
Product
Our 2025 calculation of our Purchased goods and services for resale reflects the same methodology used in 2024. With the support
of third-party consultants, we are utilising an activity-based approach considering sales volumes, material specifications and weights,
manufacturing locations and decorating emission data.
Considering our vast assortment of products and downstream position in the value chain, a hierarchical approach has been taken,
breaking our range into three levels of analysis. In-depth analysis across the whole product lifecycle was performed for 13 high-
volume, stable products representative of a large portion of their categories where we were able to understand impacts in depth.
Following this, significant analysis took place at a category level for the larger product groups and those product groups with a
wide variety of materials to be considered. The third level for smaller categories and those that are highly homogeneous took a
representative product review and extrapolated the results for the entire category. The impact of transitions to more sustainable
materials such as recycled polyester was built into the calculations.
The calculations not only quantify GHG emissions but also provide helpful insights to our category management team in understanding
the variance of emissions for different products and materials. These insights are supporting more informed decisions and the progress
of our Better Choices
®
programme.
Suppliers: Scope 1 and Scope 2 emissions
Our supplier engagement efforts have continued in 2025, a key part of which is the ongoing encouragement for Tier 1 suppliers
to calculate and verify their own Scope 1 and 2 emissions. In respect of 2024 emissions (latest data available), we have Scope 1
and 2 data from suppliers representing 83% of our product spend. The percentage having their data verified has also increased
and we are pleased to see four large suppliers working to reduce and/or offset this impact. This data taught us that, relative to the
total purchased goods for resale emissions, the imprinting of the product is a small percentage. It is, however, a critical part of our
business model and demonstrates important first steps for our suppliers’ own carbon reduction journeys.
2024 2023
Count % of spend Count % of spend
Contracted suppliers 124 99% 130 99%
Suppliers completing Scope 1 and Scope 2 calculation 36 83% 30 80%
Suppliers with externally validated calculation 21 73% 17 64%
Suppliers fully reducing/offsetting Scope 1 and Scope 2 emissions 4 36% 3 26%
We continue to subscribe to the Wordly platform as its HIGG Facility Environmental Module (FEM) is being utilised by many of our
suppliers. This provides us with standardised emissions data and provides a tool for suppliers to develop their own strategy and
record sustainability achievements. In addition, the Materials Sustainability Index (MSI) and material-based emission data will assist
our category management team in understanding the varying environmental impacts of different materials.
Better Choices
®
Our Better Choices
®
programme, launched in 2022, was created to allow customers to easily filter the 4imprint range of promotional
products to find the best match for the values of their organisation and brand. It has since evolved as our primary framework, for
both internal teams and suppliers, to drive and monitor emissions reductions for the products we sell.
Each Better Choices
®
designation is rigorously researched and is supported by third-party certification programmes and/or other
supplier-provided information under the broad headings of Better Materials and Better Workplaces.
Better Materials highlighted designations include:
– products made using recycled polyester, cotton, plastic or metals;
– paper and wood-based materials certified as responsibly sourced by the Forest Stewardship Council
®
(FSC), Sustainable Forestry
Initiative
®
(SFI) or Programme for the Endorsement of Forest Certification (PEFC);
– textiles such as apparel and bags made from organic cotton or US-grown cotton – globally recognised for its approach to
sustainable farming; and
– garments and other textiles certified under the Oeko-tex
®
Standard 100 chemical certification system, decorated at our own and
supplier-certified facilities.
Better Workplaces allows customers to find products from brands and suppliers who are:
– an Accredited Participating Company of the Fair Labor Association (FLA) – known globally for protecting and progressing workers’
rights around the world; and
– a Certified Benefit Corporation (B Corp) – B Corps are legally bound to consider how their actions impact employees, suppliers,
community and the environment.
Other standards and certifications are also available as part of the Better Choices
®
programme including, for example:
– children’s toy and product safety standards such as ASTM F963, CPSIA;
– technology certification programmes such as Qi, Bluetooth, and safety standards set by UL;
– sun protection such as UV400 for sunglasses, SPF for sunscreen lotion and UPF ratings for garments; and
– flammability standards such as those developed by the US National Fire Protection Association (NFPA) for trade show materials
such as table throws, signage and banners.
In accordance with our culture, any Better Choices
®
designation places significant emphasis on the integrity of the information available.
In other words, we will be vigilant and disciplined in confirming the veracity of any ‘eco’ claims made. Industry certifications and
standards such as the Global Recycled Standard (GRS) developed by Textile Exchange and Global Organic Textile Standard (GOTS) are
two such examples. All safety standards and certifications are managed in line with the regulatory requirements for that standard.
The programme has grown during 2025 and is expected to continue to do so both in terms of the number of products bearing Better
Choices
®
designations and the revenue it represents. In 2025, revenue for products included in the Better Choices
®
range totalled
$487m, having increased from $403m in 2024.
Revenue and tags applied per Better Choices
®
category:
Revenue $m Tags applied
2025 2024
Year-on-year
change 2025 2024
Year-on-year
change
Better Materials 289 204 42% 7,781 6,070 28%
Better Workplaces 165 171 -4% 3,554 3,640 -2%
Standards and Certifications 137 104 32% 4,485 4,434 1%
Note: The sum of each designation adds up to more than the total due to some items appearing in multiple designations.
The increase in revenue in the Standards and Certifications designation largely relates to the Trade Show National Fire Protection
Association’s flammability standard being added to the programme in mid-2024, in addition to reflecting strong category growth
inchildren’s toys and similar items.
Better Materials
The Better Materials designation is particularly important as we work to transition our product range into lower emission products.
In2025, revenue from items bearing Better Materials tags totalled $289m, having increased from $204m in 2024.
Revenue and tags applied per Better Materials sub-category:
Revenue $m Tags applied
2025 2024
Year-on-year
change 2025 2024
Year-on-year
change
Recycled Materials 153 88 74% 4,695 3,666 28%
Responsible Forestry 57 42 36% 2,127 1,332 60%
Sustainable Cotton 88 83 6% 1,277 1,216 5%
Carbon Neutral Products 3 2 50% 85 68 25%
Chemical Management (Oeko-tex
®
) 23 7 229% 187 110 70%
Note: The sum of all material designations adds up to more than the total due to some items receiving multiple tags. Oeko-tex
®
range launched September 2024.
SUSTAINABILITY CONTINUED
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STRATEGIC REPORT
The Recycled Materials category is an important driver for emissions reduction, and as such, is a key focus area as we collaborate
with our supplier partners. Product lifecycles at 4imprint can be long (often 15+ years) making the conversion of current high-volume
items into recycled content an important part of the programme. Products with changes initiated in 2024 began transitioning to their
updated materials in 2025. This is reflected in the sales growth for Recycled Materials outpacing the tag growth, which is expected to
continue. The rate at which we are adding new items with the recycled materials designation continues to increase.
The roll-out of Responsible Forestry initiatives continued in 2025 and additional suppliers have gained Chain-of-Custody and related
certifications from organisations such as FSC, SFI & PEFC. This gives us confidence in our sourcing approach and enables us to
communicate that certification to our customers. The increase in tag count reflects the ‘long tail’ of different shapes and sizes within
the notepad category that had tags added in 2025.
Private label
Development and growth of our private-label brands continued in 2025. The purpose is to create a stable of in-house brands
exclusive to 4imprint, which are designed to meet the core needs of our customers.
Private-label brands have evolved to play a key role in driving the development of more sustainable material options for both private
label products and our broader product line. Our first development was the transition of our entry-level Refresh
®
water bottles into
a recycled #1PET plastic. Transitions to recycled steel, aluminium and polyester have followed as have shifts to Responsible Forestry
programmes such as FSC and PEFC for paper-based products.
In 2024, we set a target for a minimum of 80% of revenue for our private-label brands to be classified under the Better Materials
programme by the end of 2027. As we work to achieve that goal, we intend to continue partnering with our same core supply chain
partners without impacting quality, design and performance. All suppliers of our private-label brands are included in our Tier 1
monitoring programme (see page 30), with their manufacturing partners included in our Tier 2 programme (page 30).
Crossland
®
is our outdoor brand, including fleece jackets,
blankets, beanie hats, vacuum mugs, backpacks and coolers.
2025 sales of Crossland
®
products totalled $26m (2024: $26m).
2025 saw sales growth in coolers, backpacks and beanies offset
by declines in drinkware items, similar to the category as a
whole. The increase in sales in the Better Materials programme
reflects the transition of the Crossland ‘puffer’ style jacket to
include recycled polyester.
Refresh
®
was launched in 2017, initially concentrating on a core
line of affordable water bottles, expanding to include tumblers,
travel mugs and various other drinkware items, and remains
an important part of our product mix. 2025 sales of Refresh
®
products totalled $7m (2024: $9m), the decline being reflective
of the category as a whole.
Taskright
®
was launched in 2020, focused on a line of everyday
stationery products such as notebooks, sticky notes and pencils.
2025 sales of Taskright
®
products totalled $16m (2024: $15m).
As a paper-based category, we have focused on working with
suppliers who source materials through responsible forestry
programme such as FSC, SFI & PEFC. Ideally, these suppliers also
carry Chain-of-Custody certification allowing us to share those
credentials with customers. In 2025, a core supplier finalised
that process enabling us to now achieve 100% of items bearing
Better Materials tags.
As the Taskright
®
category expands utilising non-forestry
materials, we are committed to achieving a high level of recycled
content, ensuring those products are also featured in our Better
Materials programme.
In mid-2025 we launched a new brand, Mainsail
®
, which
included a range of cotton bags and accessories based on
traditional silhouettes with added modern styling. In keeping
with our sustainability goals, the line was developed using a
woven blend of recycled cotton and recycled polyester as the
main fabric. 2025 sales of Mainsail
®
products totalled $0.5m
and plans are in place to continue to develop the brand further.
Percentage of sales in Better Materials programme by the end of the year:
2025 2024 2023 2022
Crossland
®
51% 38% 33% 30%
Refresh
®
82% 68% 30% 27%
Taskright
®
100% 100% 100% 42%
Mainsail
®
100% – – –
Note: Taskright 2022 to 2024 data reflects the percentage of sales ‘sourced’ from Responsible Forestry programmes. All could not be marketed as Better Materials at
that time due to marketing restrictions of Responsible Forestry programmes.
Carbon offsetting
To enable us to maintain our CarbonNeutral
®
company certification, the remainder of our emissions footprint assessed under the
protocol is offset via carefully selected carbon reduction projects. All are purchased from, and retired by, Climate Impact Partners on
our behalf. The volume offset for 2024 totalled 13,500 tCO
2
e and was split equally across the four projects below. (The certification is
valid on an annual basis for previous calendar year emissions.)
Credit type Project type Certification Standard
Bondhu Chula Stoves,
Bangladesh
Carbon avoidance
andreduction
Health and livelihoods:
cleancooking
Gold Standard VER
Bac Lieu Wind Power,
Vietnam
Renewable energy Sustainable infrastructure Gold Standard VER
Mississippi Valley
Reforestation,United States
Carbon removal Nature based: Afforestation
andreforestation
American Carbon Registry
Rimba Raya Biodiversity
Reserve, Indonesia
Carbon removal Nature based: Forest
conservation (REDD+)
Verified Carbon Standard
UPS, our preferred supplier for the distribution of customer orders, was responsible for an estimated 14,142 tCO
2
e of Scope 3,
Category 4 – Upstream transportation emissions for 2025. We continue to be enrolled in UPS’s carbon neutral shipping programme,
which supports emissions reduction projects and is verified by SGS and Climate Impact Partners. Current information on this
programme can be found at www.ups.com.
In support of our industry trade association, Promotional Products Association International, we sponsor the carbon offsetting of
three key leadership conferences. A third-party GHG emissions assessment was conducted for each conference in accordance with
the GHG Protocol Corporate Standard. The volume offset totalled 440 tCO
2
e and was split across six offset projects, all of which were
certified by recognised voluntary carbon offset registries and standards organisations.
SMART team
Our SMART (Sustainability, Making a Renewable Tomorrow) Committee is our employee resource group, focused on implementing
sustainable improvements and creating connections between our 4imprint facilities, our employees’ home lives, and local
communities. The Committee’s leadership is comprised of members from a variety of business functions. The team meets regularly,
reviewing and implementing new ideas. Some examples of 2025 activities included:
– hosted an electronics recycling event whereby employees brought in items from home for recycling – resulted in 484kg of metals
being recycled;
– expanded the SMART community on our Viva Engage social platform – membership continues to grow with employees posting
their own sustainability tips and information on local conservation and recycling events;
– SMART week – centred around ‘Earth Day’ with a week of activities that encouraged employees to engage in sustainability-focused
and educational events;
– held ‘Item of the Month’ recycling events focused on hard-to-recycle items from home – recycling and/or appropriate landfill-
avoidant disposal is coordinated with our facility recycling contractors;
– engaged in a waste audit challenge at our distribution centre, which encouraged employees to identify additional landfill diversion
opportunities; and
– increased emphasis on how employees can utilise paid volunteer hours to support local conservation non-profits.
SUSTAINABILITY CONTINUED
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Certifications and collaborations
CarbonNeutral
®
Certified Company Carbon Disclosure Project (CDP)
4imprint has achieved CarbonNeutral
®
company certification
inaccordance with The CarbonNeutral Protocol
4imprint achieved a CDP Climate Change score of B
FTSE4Good Constituent Forest Stewardship Council
4imprint has been independently assessed according to the
FTSE4Good criteria and has satisfied the requirements to
become a constituent of the FTSE4Good Index Series
To enable us to distribute FSC
®
certified products, 4imprint
holds an FSC Promotional License: N003663
Great Place to Work
®
Oeko-tex
®
4imprint has been certified as a Great Place to Work
®
for
18consecutive years
Our US decorating facilities certificate number
is 24.HUS.55125
Programme for the Endorsement of Forest Certification Sustainable Forestry Initiative
®
To enable us to distribute PEFC-certified products, 4imprint
holds a Trademark License: PEFC/29-44-16
To enable us to distribute SFI
®
certified products, 4imprint
holds an SFI Private Label ID: SFI-02014
Sustainable Packaging Coalition Wisconsin Green Masters
4imprint is a member of the Sustainable Packaging Coalition Participation in the Wisconsin Sustainable Business Council’s
programme has earned 4imprint ‘Master’ status
SUSTAINABILITY CONTINUED
Task Force on Climate-related Financial Disclosures
Outlined below are the Group’s disclosures in compliance with the Companies (Strategic Report) (Climate-related Financial Disclosure)
Regulations 2022, as well as the FCA listing rule LR 6.6.6R that requires the Group to make disclosures against the Task Force on
Climate-related Financial Disclosures (TCFD) recommendations.
2024 marked a year of enhanced analysis and reporting of both physical and transition risks, which has been built upon, and
refined, in 2025. Climate change is a principal risk for the Group and, as such, we have ensured that the climate-related risks and
opportunities have been integrated with our business strategy and risk practices. The key risks and opportunities disclosed in this
report are those we believe to be the most significant to the Group.
In this TCFD report we set out our climate-related financial disclosures, cross referenced in the table below. We understand that we
are compliant with ten of the eleven recommendations and are partially aligned with the recommended disclosures for target setting.
Included for the first time are science-aligned targets related to our Scope 1 and 2 emissions and a commitment to renewables.
Details on the recommended disclosures can be found on the following pages:
Recommendation Recommended disclosures Page(s)
Governance
Disclose the organisation’s
governance around
climate-related risks and
opportunities.
a) Describe the Board’s oversight of climate-related risks and opportunities 40-41
b)
Describe management’s role in assessing and managing climate-related risks
andopportunities
40-41
Strategy
Disclose the actual and
potential impacts of
climate-related risks and
opportunities on the
organisation’s businesses,
strategy, and financial
planning where such
information is material.
a)
Describe the climate-related risks and opportunities the organisation has
identified over the short, medium, and long term
42-47
b)
Describe the impact of climate-related risks and opportunities on the
organisation’s businesses, strategy, and financial planning
42-47
c)
Describe the resilience of the organisation’s strategy, taking into consideration
different climate-related scenarios, including a 2°C or lower scenario
42-47
& 64
Risk Management
Disclose how the
organisation identifies,
assesses, and manages
climate-related risks.
a)
Describe the organisation’s processes for identifying and assessing climate-related
risks
41
b)
Describe the organisation’s processes for managing climate-related risks 41
c)
Describe how processes for identifying, assessing, and managing climate-related
risks are integrated into the organisation’s overall risk management
41
Metrics and Targets
Disclose the metrics and
targets used to assess
and manage relevant
climate-related risks and
opportunities where such
information is material.
a)
Disclose the metrics used by the organisation to assess climate-related risks and
opportunities in line with its strategy and risk management process
47
b)
Disclose Scope 1, Scope 2, and, if appropriate, Scope 3 greenhouse gas (GHG)
emissions, and the related risks
32-34
c)
Describe the targets used by the organisation to manage climate-related risks and
opportunities and performance against targets
47
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Governance
The Board of Directors has oversight
and overall responsibility for the Group’s
sustainability strategy, disclosures and
reporting. This includes our processes
around climate-related risks and
opportunities, and the monitoring of the
Group’s sustainability performance in line
with TCFD recommendations.
All Board members are able and
encouraged to raise issues and risks
on environmental topics. Executive
Board members are also responsible for
climate-related risk discussions at the
Business Risk Management Committee.
Additionally, sustainability and climate-
related matters that impact the Group’s
operations, and the measures needed
to be implemented, are discussed in
depth at the Annual Strategic Review.
Discussion is led by our Chief Product,
Supply Chain and Sustainability Officer,
and information on activities undertaken
during the year and topics for upcoming
discussion are circulated in advance of
the meeting. This allows time for the
Board to raise any questions or concerns
and provides relevant information on
climate change to the Board. One of our
Non-Executive Directors, Jaz Rabadia, has
relevant sustainability experience from
her current and previous roles and is able
to help guide discussion and improve
understanding.
The Board regularly considers climate-
related issues when reviewing business
strategy as part of the due diligence
processes that take place prior to the
sign-off of major capital expenditure.
For example, impacts to emissions
and energy were considered as part of
the approval of the c.$10m project to
relocate our leased Oshkosh, Wisconsin
office space to the recently expanded
distribution centre. The Board was also
involved in establishing appropriate
Scope 1 and Scope 2 science-aligned
reduction targets, as outlined in the
‘Metrics and Targets’ section, and
discussions related to our product mix,
private label strategy and marketing
activities. The opportunity of having
lower-carbon and preferred materials
products available for our customers
forms the basis of our Better Choices
®
programme, which is a material part of
our Scope 3 reduction strategy.
The Board, supported by the Audit
Committee, has the overall responsibility
for the oversight and management of
risk within the Group. Responsibility
is delegated to Executive Directors on
an operational basis, including risks
and opportunities related to climate.
The Executive Directors sit on our
Business Risk Management and Group
Environmental Committees to enable
cross-function communication, and to
provide the flexibility to raise any issues
to the Board where necessary.
During the year, our climate-related risks
and opportunities were re-assessed
reflecting updates to our strategy,
stakeholder considerations and the
broader commercial environment.
Potential risks were assessed to reflect the
likelihood of occurrence and the potential
impact on the business were they to
occur, as well as the extent to which they
are being addressed and mitigated.
The Remuneration Committee will
review, on an annual basis, whether
Executive remuneration and climate-
related indicators should be linked as
our understanding of our footprint
improves and structures to fairly assess
performance are put in place.
The Business Risk Management Committee
is in place to ensure that all principal and
emerging risks are considered, including
climate-related risks and opportunities,
and reports to the Board and the Audit
Committee on a regular basis.
Sitting beneath the Group Environmental
Committee, the SMART team (employee
resource group), Environmental team,
and key operational teams (including
Finance, Internal Production, Category
Management, Supplier Operations,
and Social and Environmental
Compliance) are in place to implement
the sustainability strategy, with senior
personnel responsible for their respective
division. These groups report to the
Group Environmental Committee
on operational-level sustainability
and climate matters, through which
information is fed up to Board level via
the Executive Directors to be integrated
into risk assessment and strategy
development.
Risk management
Identification of climate-related risks
is integrated into the Group’s risk
management process. This risk process
considers existing and emerging risks and
all risk categories outlined in the TCFD
recommendations in relation to all the
Group’s operations for the period ended
27 December 2025. Climate-related risks
and opportunities were also considered
in our upstream and downstream
supply chain. At an overall Group level,
climate-related risks are integrated into
our principal risks and uncertainties,
as individual risks (‘climate change’ and
‘products and market trends’) and also
as elements of other principal risks
(‘business facility disruption’, ‘domestic
supply and delivery’ and ‘legal, regulatory
and compliance’).
Whilst the Board has overall responsibility
for the management of risk, the Audit
Committee supports the Board in fulfilling
its responsibilities to maintain effective
governance and oversight of the Group’s
risk management and internal controls.
The management of the Group’s climate-
related risks is integrated into the Group’s
overall risk management framework.
Management Level
Board Level
Risk, Progress and Metrics
Operations/Strategy
All climate-related risks are assessed
in the same manner as other Group
risks, so that their relative significance is
comparable. All risks are assessed using
a five-by-five risk matrix that incorporates
an assessment of the likelihood of
occurrence and the potential impact
on the business were they to occur.
The likelihood ranges from one (rare) to
five (almost certain/frequent), with the
impact measured against a separate
one (incidental) to five (extreme) scale
determined with reference to the risk’s
potential impact on the Group across
various measures (financial, reputational,
strategic, regulatory, and operational).
The resulting overall risk rating is
derived through a combination of these
scores, with the resulting categories of
low, moderate, high, and extreme. The
exercise enables us to prioritise potential
risks depending on their potential impact
to the Group.
It is important to note that in this report,
our climate-related risks are currently
assessed on a gross basis. However, as
Group discussions around environmental
and transition planning progresses,
we will consider disclosing risks on a
mitigated basis in future reporting.
Climate-related risks are identified
through a variety of sources, including
the Board, operational and functional
management teams, the Group
Environmental and Business Risk
Management Committees, and externally,
to ensure that a comprehensive
assessment takes place.
At the management level, our Group
Environmental Committee consists of
our CEO; CFO; Chief Product, Supply
Chain and Sustainability Officer; and
other senior leaders across the Group.
The Group Environmental Committee
discusses and reviews all sustainability
data, performance, upcoming
regulation and work on target setting
at regular meetings. The Committee
met six times in 2025, and we intend
to keep a regular cadence of meetings
throughout 2026.
Board of
Directors
Audit
Committee
Group Environmental Committee
Business Risk Management Committee
SMART Team
Environmental Team
Key Operational Teams
The Group’s risk register records existing
and emerging risks, including climate-
related risks, and includes an assessment
of the likelihood of a risk occurring and its
potential impact. This includes the impact
of upcoming legislation likely to affect
the Group. Risk mitigation factors and
internal controls for all risks, including
climate-related, are included in the
business risk registers and consolidated
in the Group risk register to ensure
they are appropriately managed in
accordance with the Group’s risk appetite
(e.g., mitigate, accept, or control).
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Scenario analysis
The Group has considered all risk and opportunity categories outlined in the TCFD guidance, to ensure all relevant climate-related
risks have been analysed. Not all categories are applicable or material to the business.
Climate-related risks are divided into two major categories: physical and transitional. Physical risks can be event-driven (acute) such
as increased severity of extreme weather events (e.g., cyclones, droughts, floods, and fires). They can also relate to longer-term
shifts (chronic) in precipitation and temperature and increased variability in weather patterns (e.g., sea level risk). Transition risks are
associated with the transition to a lower-carbon global economy (e.g., policy and legal actions, technology changes, market responses,
and reputational considerations).
Typically, physical risks increase under high temperature scenarios and transition risks increase in scenarios where the global
temperature risk is contained as there is rapid and coordinated progress to transition to a low-emission economy.
The two scenarios below were used for our analysis of transition risks, with a time horizon of 2050. These scenarios were derived
from the Intergovernmental Panel on Climate Change’s (IPCC) ‘Shared Socioeconomic Pathways’ (SSPs) and ‘Representative
Concentration Pathways’ (RCPs).
– SSP2; RCP 3.4 (2°C scenario): Under this scenario, there is a predicted global temperature rise of 2-2.4°C above pre-industrial
levels by 2100. In this future, the world follows a path in which social, economic, and technological trends do not shift markedly
from historical patterns; public and consumer focus on climate change grows as a younger, more climate-conscious generation
enters the workplace. Overall, progress towards combatting climate change is characterised by regional disparity and high
adaptation costs.
– SSP5; RCP 8.5 (4°C scenario): Under this scenario, there is a predicted global warming of ~4°C above pre-industrial levels by
2100. Here, there is global collaboration focused on protecting the population from a changing climate, as opposed to reducing
human-induced climate change; there is an erosion of public support for climate-related policies, and the primary energy supply
is dominated by oil and gas, with coal also expected to form a significant part of the energy mix in geographies with available
reserves. In this scenario, nations focus on economic growth, disregarding the environmental consequences; this yields significant
global economic growth through to 2050; however, as the economic impacts of climate change worsen, so too does its dent on
the global economy.
A physical risk assessment of our operations and of our Tier 1 suppliers was carried out in 2024 under the guidance of a third-party
consultancy. Physical risks were analysed using four scenarios from the IPCC embedded in the Munich Re Location Intelligence tool
used to analyse physical risks of climate change. As there has been very little change in our, and our suppliers’, physical locations,
we have continued to utilise this work for our 2025 assessment.
– RCP 2.6: A climate-positive pathway, likely to keep global temperature rise below 2°C by 2100. CO
2
emissions start declining
by 2020 and get to zero by 2100.
– RCP 4.5: An intermediate and probable baseline scenario more likely than not to result in global temperature rise between 2°C and
3°C by 2100 with a mean sea level rise 35% higher than that of RCP 2.6. Many plant and animal species will be unable to adapt to
the effects of RCP 4.5 and higher RCPs. Emissions peak around 2040 and then decline.
– RCP 7.0: A baseline outcome rather than a mitigation target and represents the medium-to-high end of the range of future
emissions and warming resulting from no additional climate policy.
– RCP 8.5: A bad case scenario where global temperature rise is between 4.1 and 4.8°C by 2100. This scenario is included for
its extreme impacts on physical climate risks as the global response to mitigating climate change is limited.
Strategy
The Group’s risk management process requires the risks and opportunities (including climate-related risks) that could prevent it from,
or support it in, achieving its objectives and promoting its long-term sustainable success, to be identified. Climate-related risks and
opportunities are assessed on their likelihood of occurrence and impact (should the risk materialise), currently on a gross basis (pre
mitigation) and will be assessed on a net basis (post mitigation) in the future when our understanding in this area develops further.
These risks are managed alongside the other risks faced by the Group.
Specific transitional climate-related issues were assessed over three different time horizons. These horizons allowed us to consider
the lifespan of our assets and infrastructure as well as any longer-term regulatory changes and to consider our near and long-term
targets. The time horizons for our climate-related risk assessment are as follows:
Time horizons
Short Medium Long
Rationale 2026–2029
In line with the Group’s budget
and forecast cycle
2029–2039
In line with the strategic planning
cycle
2040 onwards
In line with long-term industry
and policy trends, including the
UK net zero 2050 commitment
Key risks
Physical risks
4imprint operates a ‘drop-ship’ distribution model with operations in North America and the UK & Ireland, and an extended global
supply chain network. As global temperatures rise, the frequency and severity of extreme weather events are likely to increase,
resulting in a higher chance of disruptions to our operations and to our supply chain. The Munich Re Location Risk Intelligence tool
was used in 2024 to assess current and potential future physical climate-related risks facing our facilities and Tier 1 suppliers.
We assessed the potential physical risks of our own five sites and 169 supplier locations for internal use.
A range of physical risks were reviewed, including heat stress, drought stress, cold stress, tropical cyclone, and river flood risk.
From the review of our own operations, all were deemed to be at low risk; the locations in which we operate are not expected to
see significant impacts from climate change until 2100, and, as such, we feel that mitigating action is not necessary at this stage.
We intend to re-use the tool at appropriate intervals going forward.
Transition risks
4imprint is exposed to the risks and opportunities that result from a transition to a low-carbon economy. The speed of this transition
will determine the severity and impact of climate transition risks and opportunities. The TCFD defines transition risks in four
categories (Policy and Legal, Market, Technology, and Reputation), and transition opportunities in five categories (Resource Efficiency,
Energy Source, Products and Services, Markets, and Resilience).
Based upon our review, we have identified five potentially significant climate-related transition risks and four potentially significant
climate-related transition opportunities. These are detailed below:
Risks
Stakeholder expectation on carbon reduction (reputation)
RISK
Whilst we have near-term science-aligned reduction targets for Scope 1 and Scope 2 (page 47), we remain cognisant that the
omission of Scope 3 and longer-term reduction targets will fall short of, and negatively impact, some stakeholder expectations.
Without an ambitious emissions reduction plan, it is possible that the Group may lose revenue as customers support businesses
with better environmental credentials, whilst providers of capital are likely to demand a strong environmental track record.
Weexpect this risk to be more significant under the 2°C scenario, as stakeholders apply more stringent sustainability criteria
to their decisions.
Mitigation: It is expected that stakeholders will increasingly
expect disclosure of carbon emissions and targets to manage
them. The Group has assessed its full Scope 3 carbon inventory
and is focused on its Better Choices
®
programme to drive
the selection and transition of products into recycled and/
or lower emission materials. We have already taken steps to
decarbonise our operations, including through the installation
and subsequent expansion of our solar array at our distribution
centre in Oshkosh, Wisconsin. Additionally, we maintain close
relationships with our suppliers, including through engagement
efforts in relation to sustainability. We will continue to develop
our engagement strategy to ensure sufficient mitigation across
our value chain.
Business area: Own operations, upstream, downstream.
Time horizon: Medium–long term.
Primary potential financial impact: Lost revenue,
highercost of capital.
Measurement: Scope 1, 2, and 3 emissions, suppliers
engaged on climate-related issues (%).
Gross risk rating: High.
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Environmental compliance and reporting obligations (policy and legal)
RISK
The Group could face increased operational costs from increased environmental regulation complexity, and potential negative
financial and reputational impacts due to the inability to meet these reporting requirements. In the short term, this would relate
to Scope 3 targets, net zero target setting in addition to expanding environmental producer responsibility (EPR) legislation in the
US. We expect this risk to be more significant under a 2°C scenario, due to greater stakeholder focus and regulatory expectations.
The Group also faces additional risk from fragmented policy in relation to climate. This is largely due to varying state approaches
across the US. As such, it is important that the Group is aware of any regulatory requirements or expectations.
Mitigation: We are currently working with sustainability
consultancies in this area to ensure that all regulatory
obligations are met. Additionally, the business employs and
continues to invest in, legal, compliance and other specialist
staff familiar with the obligations faced by the Group.
Established governance structures are in place to ensure that
there is sufficient oversight and monitoring of any regulatory
developments in this area.
Business area: Own operations.
Time horizon: Medium–long term.
Primary potential financial impact: Increased costs.
Measurement: Scope 1, 2 and 3 emissions, revenue, cost
ofcapital.
Gross risk rating: Moderate.
Consumer preference (market)
RISK
Driven by media coverage, industry standards and government regulation, consumer preferences are likely to continue to move
towards purchasing more sustainable or climate friendly products. We expect this risk to be higher in the long term and in the
2°C warming scenario as consumers apply stringent sustainability criteria to their purchasing decisions.
Mitigation: We engage with customers and suppliers to
ensure new products are designed to meet changing customer
preferences and environmental requirements. This includes
taking steps to ensure that customers are increasingly able
to make more sustainable choices, largely through our
Better Choices
®
initiative. Each Better Choices
®
designation
is rigorously researched and is supported by third-party
certification programmes and/or other supplier-provided
information under the broad headings of Better Materials and
Better Workplaces. The programme grew during 2025 and is
expected to continue to do so both in terms of the number
of products bearing Better Choices
®
designations, and the
proportion of revenue it represents.
Business area: Downstream.
Time horizon: Long term.
Primary potential financial impact: Lost revenue.
Measurement: Scope 3 emissions.
Gross risk rating: Moderate.
Risks continued
Reliance on third parties or technologies to decarbonise (market and reputation)
RISK
In order to reduce our carbon footprint, the Group must rely on certain factors outside of our control. For example, the
decarbonisation of electricity grids, our Tier 1 suppliers and extended upstream value chain meeting decarbonisation timelines,
and the development of zero emissions transportation. Given the Group’s operating model, there is a heavy reliance on our
key suppliers. Whilst we have a good understanding of our Tier 1 suppliers, and transparency through to much of our Tier 2
supply chain, further work is needed to understand the rest of our supply chain. There is the risk that the Group is unable to
meaningfully reduce its Scope 3 emissions, as it is dependent on the availability of lower embodied carbon or recycled product
options from our suppliers. We expect this risk to be lower in a 2°C scenario, where we expect higher capital expenditure and
research and development spending on new technologies to reduce global emissions.
Mitigation: We have strong long-term relationships with
our Tier 1 suppliers and work collaboratively with them.
Additionally, we have good relationships with key Tier 2
partners and brands. This is maintained largely through active
engagement and education. We work collaboratively with our
Tier 1 suppliers and continuously evolve our understanding of
their upstream value chain, as well as engaging with industry
bodies to contribute to, and develop, best practice. We
continue to improve our lower-carbon product offering, and
source more sustainably where possible. We will also look to
assess our research and development strategy in this area.
Business area: Upstream.
Time horizon: Medium–long term.
Primary potential financial impact: Increased costs.
Measurement: Scope 3 emissions, Tier 1 suppliers mapped(%).
Gross risk rating: High.
Carbon pricing (current and emerging regulation)
RISK
The scope of carbon pricing (applied directly or indirectly) is expected to expand over the medium term, and the price of
carbon is expected to rise in the drive to make businesses more responsible for their energy use and carbon emissions. This
risk of carbon taxes applies both to our direct operations (Scope 1 and 2 emissions) and also to our supply chain through
various mechanisms to avoid ‘carbon emission leakage’ like the EU CBAM legislation. This increased carbon pricing is part of the
additional costs suppliers must face as they seek new sustainable or renewable products to replace oil-based raw materials in
the supply chain. We expect suppliers to pass on some of the increased sourcing costs incurred as a result of operational or
regulatory changes, including carbon taxes, reduced ability to source in-demand raw materials in a timely manner, and disruption
caused by extreme weather conditions. We expect some of the resulting price increases to be passed on to our customers, but at
this stage the extent of increases is unknown. The International Energy Agency forecasts that carbon prices (US$/tCO
2
e) relevant
to the Group under NZE and STEPS
1
scenarios are projected to increase over time with greater increases in the NZE scenario
(where we expect more stringent regulation).
Mitigation: The Group has already taken several steps to
reduce its emissions and will continue to do so. Scope 1 and
Scope 2 science-aligned targets have been established (see
Metrics and targets section on page 47). The diversity of our
supply chain also reduces this risk to the Group. Our Supplier
Agreement sets out our expectations to our value chain
partners on environmental issues, and our Better Choices
®
framework aims to reduce the embodied carbon of our
products. We engage with our suppliers regularly to consider
lower embodied carbon inputs (where the raw materials
used have acceptable technical qualities with lower carbon
emissions) and will continue to do so going forward. Allthese
actions will reduce our Scope 1, 2 and 3 emissions, and
thereby the net impact of this risk.
Business area: Own operations and value chain.
Time horizon: Long term.
Primary potential financial impact: Increased costs.
Measurement: Scope 1 and 2 emissions, Scope 3 Category 1
emissions.
Gross risk rating: High.
1 NZE is an ambitious scenario, which sets out a narrow but achievable pathway for the global energy sector to achieve net zero CO
2
emissions by 2050. It is
comparable to the 2°C scenario used to assess transition risks. STEPS is a scenario, which represents the roll forward of already announced policy measures.
This scenario outlines a combination of physical and transitional risk impacts as temperatures rise by around 2.5°C by 2100 from pre-industrial levels, with a 50%
probability. It is comparable to the 4°C scenario used to assess transition risks.
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Opportunities
Renewable energy generation
OPPORTUNITY
The Group could realise operational cost savings and reduced emissions through the more effective use of renewable energy.
We expect this opportunity to be greater under a 2°C scenario with increased investment in alternative energy technologies and
developments in solar energy storage, which should reduce costs. The Group is committed to increasing and maintaining its
renewable electricity purchases (see Metrics and targets section on page 47).
Impact: We have already started to realise this opportunity;
at our distribution centre in Oshkosh, Wisconsin, our solar
array became operational in 2022 and was expanded further
in 2024 currently totalling 4,148 panels. The array led to cost
savings of approximately $147,000 in 2025 when compared
to regular energy tariffs and is expected to reduce costs over
time depending on global energy prices. Renewable energy
contracts were also extended to cover the remaining US
electricity needs.
Business area: Global.
Time horizon: Medium term.
Primary potential financial benefit: Reduced costs, reduced
emissions.
Measurement: Energy consumption, percentage of renewable
energy, Scope 1 and 2 emissions.
Gross opportunity rating: Moderate.
Sustainable product design and production
OPPORTUNITY
Our Better Choices
®
programme enables us to classify our products according to sustainability attributes such as recycled
materials or workplace certifications. We also work proactively with our Tier 1 suppliers to identify when lower-carbon materials
can be introduced to existing and new product lines. We believe these actions will, over time, enable us to grow market share and
reduce our emissions. This opportunity is expected to be larger under a 2°C scenario, where demand for sustainability-themed
products is higher.
Impact: Our private label brands continue to transition to
more sustainable materials, which will enable us to remain
market leaders with our environmental sustainability attributes
a competitive advantage. Examples of products include paper
and wood-based products certified by the FSC or PEFC as
responsibly sourced. In 2025, the number of ‘tags’ applied to
products sold under our Better Materials designation increased
to 7,781, a 28% increase from 2024. Sales from these items
was $289m, a 42% increase from 2024. Similarly, we have
increased the proportion of sales of our private label brands
bearing sustainability characteristics in 2025.
Business area: Global.
Time horizon: Medium term.
Primary potential financial benefit: Increased revenues.
Measurement: Scope 3 emissions, ‘tags applied’ and revenue
from Better Choices
®
programme.
Gross opportunity rating: Moderate.
Resource efficiency
OPPORTUNITY
Due to the limited manufacturing within our own operations, the Group has a low direct environmental impact with respect to
energy, water, and waste. However, across our facilities, we recognise that there are various opportunities for operational cost
savings through energy, water and waste efficiency and reduction measures. With respect to waste, we work to better understand
how our systems track waste from entry to exit and continue to implement improvements. Similarly, whilst water is considered
less significant to our operations, we understand the benefit of water efficiency initiatives.
Impact: Good progress has been made to improve the
efficiency and sustainability of our operations. In recent years,
our team has worked on several energy and waste reduction
initiatives, and we are approaching 80% landfill diversion.
Further work to better measure and assess opportunities for
water and waste reduction is ongoing, and we will prioritise
further improvements in this area.
Business area: Own operations.
Time horizon: Medium term.
Primary potential financial benefit: Decreased
operationalcosts.
Measurement: Water/waste/energy costs per annum, Scope 1
and 2 emissions.
Gross opportunity rating: Low.
Reduced cost of capital and investor interest linked to sustainability criteria
OPPORTUNITY
Providers of capital may consider sustainability in their lending assessments, which impacts the availability and cost of capital.
The Group maintains a $20m line of credit with its US bankers that expires in 2030 and a £1m overdraft facility with its UK
bankers that expires at the end of 2026. Over the medium term, investors and banks are expected to be more stringent and
withdraw funding or apply punitive charges if ongoing targets on emission reduction are not aligned to their own net zero targets.
Based on current interest rates, we would expect an improved interest rate for a ‘green’ loan compared to plain vanilla lending.
Impact: We remain in continued dialogue with investors and
sustainability experts to ensure our climate change disclosure
is in line with the latest regulatory requirements.
Business area: Own operations.
Time horizon: Medium term.
Primary potential financial benefit: Cost of capital.
Measurement: Scope 1, 2 and 3 emissions, US/UK
interestrates
Gross opportunity rating: Low.
Metrics and targets
The Group has completed a full greenhouse gas (GHG) inventory across Scopes 1, 2 and 3 for the 2024 and 2025 reporting years,
calculated in accordance with the GHG Protocol’s Corporate Accounting and Reporting Standard. This work is based on a number
of management estimates, which could lead to variation in the coming years as we continue to refine our methodology. 2024 has
been adopted as the Group’s emissions base year, providing a consistent reference point for assessing risk, setting priorities and
determining appropriate emissions reduction actions.
This comprehensive assessment enabled the Group to evaluate potential emissions reduction pathways, supported by independent
third-party expertise and consistent to a 1.5°C climate scenario. In doing so, we considered both the areas where we have direct
operational control and those where our impact is primarily through influence.
Scope 1 and Scope 2
– For emissions under our direct control, the Group has set a near-term market-based absolute emissions reduction target of 63%
by 2035, from a 2024 base year.
– In addition, the Group is committed to achieving and maintaining 100% renewable electricity sourcing by 2030. In 2025,
renewable electricity generated through our on-site solar array and purchase of renewable energy certificates accounted for 99%
of the Group’s total electricity consumption.
– Performance against these targets will be monitored through the Streamlined Energy and Carbon Reporting (SECR) framework,
with key metrics disclosed on page 32.
Scope 3
The Group recognises that the majority of its greenhouse gas emissions arise within Scope 3, primarily from Purchased goods and
services related to the products we select for resale. Our assessment indicates that the most emissions intensive activities typically
occur several tiers upstream, particularly at the raw material extraction and processing stage. This limits our ability to directly control
outcomes, but does not diminish the importance of our role in influencing change.
Our approach, therefore, focuses on collaborating with supplier partners on the adoption of lower emission and more sustainable
materials in the products we select. Whilst emissions associated with Tier 1 supplier decoration activities represent a smaller
proportion of total Scope 3 emissions, engagement with these suppliers remains important in strengthening transparency, capability
and alignment across the wider supply chain.
At this stage, the Group has not set quantitative Scope 3 emissions reduction targets. Instead, we are prioritising supplier
engagement and product-level transitions to build the foundations for meaningful, measurable progress over time.
Two key initiatives underpin this approach.
– Better Choices
®
: We are committed to our Better Choices
®
programme, which highlights products with more sustainable attributes
and supports customers in making more informed purchasing decisions. This programme is proving to be an effective mechanism
for driving demand for lower emission materials through our category management teams and supplier partners. Further detail on
metrics is provided on pages 34 to 36.
– Private Label: Our private-label strategy provides a greater opportunity to influence material selection and product design.
We have committed to a short-term target for a minimum of 80% of revenue from each private-label brand to be classified
under Better Materials by 2027 (see page 36), supporting a transition towards more sustainable product offerings.
48 49
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STRATEGIC REPORT
FINANCIAL REVIEW
The Group’s revenue and profit in the period, summarising
expense by function, were as follows:
2025
$m
2024
$m
Revenue 1,346.8 1,367.9
Gross profit 436.0 435.4
Marketing costs (171.4) (173.7)
Selling costs (50.9) (49.8)
Administration and central costs (68.5) (63.8)
Operating profit 145.2 14 8.1
Net finance income 5.6 6.3
Profit before tax 150.8 154.4
Taxation (37.2) (37. 2)
Profit for the period 113.6 117. 2
Group operating result
The Group has delivered a resilient financial performance for
2025, despite challenging trading conditions in an uncertain
economic environment.
Revenue decreased 2% to $1.35bn (2024: $1.37bn), reflecting
a fall in total customer orders of 3% and an improvement in
average order value of 1%. Existing customer orders were flat
for the year, reflecting the strong and consistent retention
characteristics of our customer base. However, new customer
acquisition proved challenging in the difficult market conditions,
resulting in new customer orders being 12% below 2024.
The gross profit margin of 32.4% improved from 31.8% in 2024,
benefiting from modest price adjustments and tariff-related cost
increases from suppliers being phased in later than anticipated.
Marketing spend has been maintained at 13% of revenue
(2024: 13%), resulting in revenue per marketing dollar of $7.86
(2024: $7.88). The marketing mix continues to provide the
flexibility that we anticipated, allowing us to adjust investment
to fit the prevailing demand conditions, whilst keeping a strong
marketingpresence.
Selling costs have remained stable at 4% of revenue (2024: 4%)
following prior investment in customer service resource.
Administration and central costs have increased 7% over 2024.
This increase is attributable to investments in people and IT
development, and higher IFRS 2 charges associated with the
grant of new share awards in 2024 and 2025 under the Long-
Term Incentive Plan (LTIP).
The strong gross profit margin and flexible marketing mix
outlined above have enabled us to deliver a solid operating
profit of $145.2m (2024: $148.1m) and maintain a double-digit
operating profit margin of 10.8% (2024: 10.8%).
Segmental performance
Revenue Operating profit/(loss)
2025
$m
2024
$m
2025
$m
2024
$m
North America 1,321.5 1,342.7 151.9 153.6
UK & Ireland 25.3 25.2 (0.1) (0.4)
Direct Marketing
Operations 1,346.8 1, 367.9 151.8 153.2
Head Office costs – – (6.6) (5.1)
Total 1,346.8 1,367.9 145.2 14 8.1
North America revenue and operating profit decreased 2% and
1% respectively. As the business constitutes 98% of Group
revenue and 105% of Group operating profit, the commentary
for the Group operating result applies equally to the North
American business.
UK & Ireland revenue was flat against 2024, benefiting from an
increase in the average GBP to US dollar exchange rate. On an
underlying currency basis, revenue was down 3% on the prior
year reflecting a difficult business environment in the UK. An
improved gross profit margin and tight control of costs helped
the business to a slightly improved financial performance against
the prior year, with a small operating loss on an underlying
currency basis (2024: operating loss of £0.3m).
Foreign exchange
The primary US dollar exchange rates relevant to the Group’s
2025 results were as follows:
2025 2024
Year-end Average Year-end Average
Sterling 1.35 1.32 1.26 1.28
Canadian dollars 0.73 0.72 0.69 0.73
The Group reports in US dollars, its primary trading currency.
It also transacts business in Canadian dollars, Sterling and Euros.
Sterling/US dollar is the exchange rate most likely to impact the
Group’s financial performance.
The primary foreign exchange considerations relevant to the
Group’s operations are as follows:
– translational risk in the income statement remains low with
the majority of the Group’s revenue arising in US dollars,
the Group’s reporting currency;
– most of the constituent elements of the Group balance
sheet are US dollar-based; and
– the Group generates cash mostly in US dollars, but its
primary applications of post-tax cash are Shareholder
dividends and some Head Office costs, which are paid
in Sterling.
As such, the Group’s cash position is sensitive to Sterling/US
dollar exchange movements. To the extent that Sterling weakens/
strengthens against the US dollar, more/less funds are available
in payment currency to fund the Sterling cash outflows.
Net finance income
Net finance income for the period was $5.6m (2024: $6.3m),
comprising interest earned on cash deposits and lease interest
charges under IFRS 16. The decrease in finance income on 2024
reflects the lower level of cash deposits held over the period
following payment of the special dividend in June 2025.
Solid operating profit
margin performance
driven by strong gross
profit and flexible
marketing mix
50 51
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STRATEGIC REPORT
FINANCIAL REVIEW CONTINUED
Taxation
The tax charge for the period was $37.2m (2024: $37.2m) giving
an effective tax rate of 25% (2024: 24%). The primary component
of the charge relates to current tax on US taxable profits.
Earnings per share
Basic earnings per share decreased 3% to 404.4c (2024: 416.3c),
reflecting the 3% decrease in profit after tax and a weighted
average number of shares in issue similar to the prior year.
Dividends
Dividends are determined in US dollars and paid in Sterling,
converted at the exchange rate on the date that the dividend
is declared.
The Board has proposed a final dividend of 160.0c per share
(2024: 160.0c) which, together with the interim dividend of 80.0c
per share, gives a total paid and proposed regular dividend
relating to 2025 of 240.0c per share (2024: 240.0c). The total
paid and proposed regular dividend of 240.0c per share, being
the same as the regular dividend paid for 2024, reflects the
Group’s strong closing cash position and is in line with the
Group’s established capital allocation policy that aims to at least
maintain dividend per share in a downturn.
In Sterling, the final dividend per share will be 119.4p
(2024: 123.7p), which, combined with the interim dividend
paid of 60.1p per share, gives a total dividend per share for
the period of 179.5p (2024: 186.4p). The final dividend will be
paid on 3 June 2026 to Shareholders registered on 1 May 2026.
Defined benefit pension plan
The Group sponsors a legacy UK defined benefit pension plan
(the “Plan”), which has been closed to new members and future
accrual for several years.
Following the purchase of a bulk annuity policy in 2023 covering
substantially all the Plan liabilities, a further small premium was
paid during the period to cover the remaining liabilities. The
winding-up of the Plan was triggered in November 2025 and
is expected to be finalised in 2026. The funding position of the
Plan is expected to remain stable until the buyout and winding-
up are completed.
Cash flow
The Group had cash and bank deposits of $132.8m at 27 December
2025 (28 December 2024: $147.6m). Cash flow in the period is
summarised as follows:
2025
$m
2024
$m
Operating profit 145.2 14 8.1
Share option charges 3.0 1.6
Defined benefit pension administration
costs paid by the Plan 0.1 –
Depreciation and amortisation 5.3 5.1
Lease depreciation 1.6 1.7
Change in working capital 6.7 5.6
Capital expenditure (3.9) (19.5)
Underlying operating cash flow 158.0 142.6
Tax and interest (31.0) (29.5)
Own share transactions (5.4) (2.0)
Capital element of lease payments (1.9) (1.5)
Exchange and other 8.3 (1.0)
Free cash flow 128.0 108.6
Dividends to Shareholders (142.8) (65.5)
Net cash (outflow)/inflow in
theperiod
1
(14.8) 43.1
1 Representing the movement in cash and bank deposits balances.
The Group generated underlying operating cash flow of $158.0m
(2024: $142.6m), a conversion rate of 109% of operating profit
(2024: 96%). The high conversion rate reflects the efficiency of
the Group’s ‘drop-ship’ business model. Capital expenditure
during the period includes investment in IT and machinery to
support our in-house embroidery and digital print operations,
and spend on relocating the leased downtown Oshkosh,
Wisconsin office space to the distribution centre as part of a
c.$10m capital project. 2024 capital expenditure included spend
on expanding the capacity and solar array at the distribution
centre (a $20m project), which was completed in the prior year.
Free cash flow increased by $19.4m to $128.0m (2024: $108.6m)
due principally to the reduced capital expenditure noted above
and exchange gains on cash remitted from the US at the end
of 2024 to the Parent Company and converted into Sterling
to fund the final and special dividends paid to Shareholders in
June 2025.
Dividends to Shareholders increased by $77.3m to $142.8m
(2024: $65.5m), driven by payment of the special dividend of
$73.1m in 2025.
Balance sheet and Shareholders’ funds
Net assets at 27 December 2025 were $163.3m, compared
to $185.1m at 28 December 2024. The balance sheet is
summarised as follows:
2025
$m
2024
$m
Non-current assets 56.5 58.0
Working capital (21.3) (13.5)
Cash and bank deposits 132.8 147.6
Lease liabilities (3.4) (5.3)
Other assets and liabilities – net (1.3) (1.7)
Net assets 163.3 185.1
Shareholders’ funds decreased by $21.8m since 28 December
2024. The main elements of the movement were retained
profit in the period of $113.6m and equity dividends paid to
Shareholders of $142.8m.
The Group had a net negative working capital balance of
$21.3m at 27 December 2025 (28 December 2024: $13.5m).
This net negative position reflects the strength of our business
model with low inventory requirements, a high proportion of
customers paying by credit card and the payment of suppliers
on agreedterms.
Balance sheet funding
The Board is committed to aligning the Group’s funding with its
strategic priorities. This requires a stable, secure and flexible
balance sheet through different economic cycles. The Group will,
therefore, typically remain ungeared and hold a positive cash
and bank deposits position.
The Board’s funding guidelines are unchanged, and aim to
provide operational and financial flexibility to:
– facilitate continued investment in marketing, people and
technology through different economic cycles, recognising
that an economic downturn typically represents a future
market share opportunity for the business;
– protect the ability of the business to act swiftly as growth
opportunities arise in accordance with the Group’s capital
allocation guidelines; and
– underpin a commitment to Shareholders through the
maintenance of regular interim and final dividend payments.
The quantum of the cash target at each year-end will be
influenced broadly by reference to the investment requirements
of the business and the subsequent year’s anticipated full-year
ordinary dividend.
The Board will keep these guidelines under review and is
prepared to be flexible if circumstances warrant.
Capital allocation
The Board’s capital allocation framework is designed to deliver
increasing Shareholder value, driven by the execution of
the Group’s growth strategy. The Group’s capital allocation
prioritiesare:
– Organic growth investments
– Either capital projects or those expensed in the income
statement.
– Market share opportunities in existing markets.
– Interim and final dividend payments
– Increasing broadly in line with earnings per share through
the cycle.
– Aim to at least maintain dividend per share in a downturn.
– Mergers and acquisitions
– Not a near-term priority.
– Opportunities that would support organic growth.
– Other Shareholder distributions
– Quantified by reference to cash over and above balance
sheet funding requirement.
– Special dividends most likely method: other methods
may be considered.
Treasury policy
The financial requirements of the Group are managed through
a centralised treasury policy. The Group operates cash pooling
arrangements for its North American operations. Forward
contracts may be taken out to buy or sell currencies relating to
specific receivables and payables as well as remittances from
overseas subsidiaries. There were no forward contracts open at
the year-end or prior year-end. The Group holds most of its cash
with its principal US and UK bankers.
The Group has a $20.0m working capital facility with its principal
US bank, JPMorgan Chase, N.A. The facility has minimum net
income and debt to EBITDA covenants. The interest rate is the
Secured Overnight Financing Rate plus 1.6%, and the facility
expires on 31 May 2030. In addition, an overdraft facility of
£1.0m with an interest rate of the Bank of England base rate
plus 2.0% (or 2.0% if higher) is available from the Group’s
principal UK bank, Lloyds Bank plc, until 31 December 2026.
These facilities were undrawn at the year-end (2024: undrawn)
and the Group expects these facilities to be renewed prior to
their respective expiry dates.
The Group had cash and bank deposits of $132.8m (2024:
$147.6m) at the year-end and has no current requirement or
plans to raise additional equity or core debt funding.
52 53
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STRATEGIC REPORT
FINANCIAL REVIEW CONTINUED
Estimates and judgments
The preparation of the consolidated financial statements
requires management to make judgments and estimates that
affect the application of accounting policies, the amounts
reported for assets and liabilities as at the balance sheet date
and the amounts reported for revenues and expenses during
the year.
Management considers the only critical accounting judgment
to be in respect of revenue. Whilst the consolidated and
Company financial statements include other areas of judgment
and accounting estimates, these are not considered critical
accounting judgments or significant accounting estimates.
Further information on estimates and judgments is provided
in the notes to the financial statements.
A review of internal and external indications of impairment was
undertaken in accordance with IAS 36; no impairments were
identified in the consolidated financial statements.
Going concern
The Group’s business activities, together with the principal
risks and uncertainties likely to affect its future development,
performance and position, are set out in the Strategic Report on
pages 6 to 13 and 56 to 65. The financial position of the Group,
its cash flows and liquidity position are described in this Financial
Review. In addition, the financial risk management note in the
financial statements on pages 139 to 141 details the Group’s
approach to managing its exposures to currency, credit, liquidity,
and capitalrisks.
In determining the appropriate basis of preparation of the
financial statements for the period ended 27 December 2025,
the Directors have considered the Group’s ability to continue as
a going concern over the period to 3 April 2027.
The Group has modelled its cash flow outlook for the period to
3 April 2027, considering the continuing uncertainties around
macroeconomic conditions and the geopolitical environment.
This forecast shows no liquidity concerns or requirement to
utilise the Group’s undrawn facilities described in the Treasury
policy section on page 51.
Stress tests, reflecting severe but plausible downside
assumptions for various scenarios linked to the Group’s principal
risks and uncertainties, have been undertaken and showed no
liquidity concerns or requirement to utilise the Group’s undrawn
facilities. Details are set out in the viability statement that follows.
Reverse stress tests have also been performed to assess the
circumstances that could lead to the Group’s liquidity being
exhausted and, therefore, threaten going concern. These tests
separately modelled the decline in revenue and increase in
product costs (that are not passed onto customers) that the
Group could absorb from its cash reserves over the going
concern period without any mitigating actions being taken. The
outcomes of these reverse stress tests (year-on-year decline in
revenue of 57% or an increase in product costs as a percentage
of revenue of 15%; both outcomes are changes against
2025 levels, which are then maintained over the assessment
period) are not considered to be plausible, particularly without
management actions being taken to mitigate the impact.
Based on their assessment, the Directors have not identified
any material uncertainties relating to events or conditions
that, individually or collectively, may cast significant doubt
on the Group’s and Company’s ability to continue as a going
concern from the date the financial statements are approved
until 3 April 2027. Accordingly, they continue to adopt the
going concern basis in preparing the Group’s and Company’s
financialstatements.
Viability statement
The Directors have assessed the prospects of the Group over
the three-year period commencing from the start of the 2026
financial year. This longer-term assessment process supports
the Board’s statements on viability, as set out below, and going
concern, as set out above.
A three-year period of assessment was determined to be the
most appropriate as it is the period covered by the Group’s
strategic planning process, which sets the direction of the Group
and is reviewed at least annually by the Board. In the context
of the fast-moving nature of the business, its markets, and the
relatively short-term nature of the order book, the Directors
consider that the robustness of the strategic plan is higher in
the first three years. Further, the Group’s business model does
not rely heavily on fixed capital, long-term contracts, or fixed
external financing arrangements, which readily lend themselves
to longer planning periods.
In assessing the Group’s prospects, the Directors carefully
considered several key factors, including the strategy, market
position and business model (see pages 9 to 19), the approved
three-year plan (the “plan”), the principal risks and uncertainties
(see pages 56 to 65) and the Group’s financial position, cash
flows and liquidity (as contained in this FinancialReview).
The plan, covering the period from 28 December 2025 to
30December 2028 and developed for the purposes of the
Group’s strategic planning process, provides the basis for the
financial modelling used to assess viability. Over the three-year
period, the plan shows no liquidity concerns, requirement
to utilise the Group’s undrawn facilities, or breaches of
anycovenants.
Each of the Group’s principal risks and uncertainties could
impact on its performance. However, the following risks are
considered to pose the greatest threat to the business model
and the Group’s prospects:
– volatile macroeconomic conditions that pose downside
risks to general economic conditions and/or negative effects
from instability in the geopolitical environment or tension
in international trade, including tariffs, affecting our primary
USmarket;
– risk of disruption to the business from increasingly
sophisticated cyber threats; and
– climate change risks manifesting in damage to our
operational facilities and/or those of our supplier partners.
Scenarios have been developed to assess the potential impact from these risks arising on the going concern and viability of the
Group, with an appropriately severe, but plausible, stress test determined for each scenario as set out below.
Scenarios modelled Links to principal risks
SCENARIO 1 – FURTHER MACROECONOMIC UNCERTAINTY
Prolonged and further deterioration in macroeconomic conditions in our primary US market with
increased uncertainty resulting in reduced business confidence and lower spending.
Assumptions:
Revenue: Year-on-year revenue reduction of 5% for a period of 12 months, followed by a period of
stabilisation with muted 1% year-on-year growth from strong retention of existing customers.
Product costs: Increase by 2% as a percentage of revenue across the forecast period as tariff-
related price increases are unable to be mitigated through price adjustments in the weak demand
environment.
• Macroeconomic
conditions
SCENARIO 2 – SUPPLY CHAIN DISRUPTION
Our suppliers and/or their supply chain are affected by an event, reducing stock availability across
multiple product categories and increasing shipping and transportation costs for others.
Assumptions:
Revenue: Year-on-year revenue reduction of 10% for a period of 12 months with volumes
recovering to pre-event levels over the following 24-month period as the supply chain recovers.
Product costs: Increase by 1% as a percentage of revenue in respect of increased shipping and
transportation costs.
• Macroeconomic
conditions
• Climate change
SCENARIO 3 – DEMAND SHOCK
Material and unexpected reduction in demand resulting in reduced revenue for a period of time
(e.g. IT system failure or trade embargo).
Assumptions:
Revenue: Year-on-year revenue reduction of 30% for a period of 12 months, with partial 10% year-
on-year recovery in each of the following two 12-month periods.
Gross profit margin: Margin impacted as revenue decreases and semi-fixed (payroll) costs are
maintained to retain capability and capacity to meet expected recovery in demand.
• Cyber threats
• Macroeconomic
conditions
In performing these stress tests, the following modelling assumptions were made:
– product costs, marketing and certain direct costs (e.g., shipping, credit card fees) flexed in line with revenue;
– no cost mitigation actions taken; other direct and indirect costs maintained at 2025 levels with an allowance for inflationary
increases to retain capability and capacity to meet the recovery in demand;
– capital expenditure maintained to support core operations;and
– proposed 2025 final dividend payment maintained; dividend payments for the 2026 financial year onwards reduced in line
withearnings.
The results of the above stress tests show that the Group would be able to withstand the impact of these scenarios occurring and
retain a strong liquidity position in the form of cash balances across both the going concern and viability periods. In addition, there
are mitigating actions that the Group could take, including reducing or withdrawing the forecast dividend payments, further cutting
marketing costs and reducing headcount that, if required, would be fully under the Group’s control.
Reverse stress tests have also been undertaken to assess the circumstances that could lead to the Group’s liquidity being exhausted
and, therefore, threaten its viability. These tests separately modelled the decline in revenue and increase in product costs (that are not
passed onto customers) that the Group could absorb from its cash reserves over the viability assessment period without any mitigating
actions being taken. The outcomes of these reverse stress tests (year-on-year decline in revenue of 48% or an increase in product costs
as a percentage of revenue of 12%; both outcomes are changes against 2025 levels, which are then maintained over the assessment
period) are not considered to be plausible, particularly without management actions being taken to mitigate the impact.
Though the Group maintains a $20m line of credit with its US bankers that expires on 31 May 2030 and a small overdraft facility
with its UK bankers that expires on 31 December 2026, the modelling in the plan and downside scenarios shows the maintenance
of positive cash balances throughout the assessment period. As such, there is no current requirement to utilise these facilities or
intention to secure any additional facilities.
The assumptions and resulting financial forecasts for the plan and downside scenarios have been reviewed and approved by the
Board. The conclusion of this review is that the Group has significant flexibility in its variable costs, a low fixed-cost base, and enters
the 2026 financial year with a strong cash and bank deposits position of $132.8m, enabling it to remain cash positive even under
severe economic stress.
Based on this review of the Group’s prospects and viability, the Directors confirm that they have a reasonable expectation that the
Group will continue to operate and to meet its liabilities as they fall due, for the next three years to 30 December 2028.
54 55
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STRATEGIC REPORT
RISK MANAGEMENT
Risk governance
The Board, supported by the Audit Committee, has overall responsibility for oversight and management of risk and control across
the Group. On a day-to-day basis, this responsibility is delegated to the Executive Directors and supported by the Group’s Business
Risk Management Committee (BRMC). The Board is committed to embedding a risk aware culture, setting the tone from the top and
ensuring that risk is an intrinsic element of the governance structure.
Risk appetite
The Group’s business model means that it may be affected by numerous risks, not all of which are within its control. The Board
seeks to take a balanced approach to the risks and uncertainties that it faces, encouraging an appetite for measured risk-taking that
contributes to both the operational agility and innovative culture that it believes is necessary to meet the Group’s strategic objectives.
As appetite for risk will differ across business activities, risk appetite is defined for each risk subcategory using a scale of one
(unwilling to accept risks under any circumstances) to five (eager to innovate, seek greater returns and exploit risk opportunities).
For example, as we are not willing to accept risks relating to health and safety, our appetite will sit at the lower end of the scale, and
we will, therefore, seek to reduce these risks as much as possible. Conversely, we are willing to accept certain risks to attract new
customers to achieve our strategic objectives, and thus our appetite for these risks will sit towards the other end of the scale.
We use our risk appetite statements to assist in the monitoring and governance of the opportunities and risks the Group faces,
providing a consistent approach for decision making in the delivery of our strategy and building resilience within our business model.
Risk management process
The Group has adopted a risk management framework to enable the appropriate identification, evaluation and mitigation of risks:
The Board recognises that effective risk management and a robust
system of internal control are integral components of good corporate
governance and are fundamental to the long-term sustainable success of
the Group. Risk appetite, the risk management process and associated
mitigating activities and controls are all essential elements of the Group’s
strategic and operational planning processes.
1. Identification
of risk
2. Assess and
analyse
3. Design and
implement
controls
4. Manage and
monitor
5. Calibrate and
assure
6. Report and
evaluate
Identify significant
risks to achieving
objectives and
promoting long-
term sustainable
success of the
Group
Assess inherent
risk (impact
and likelihood),
identify mitigating
actions and
compare residual
risk against risk
appetite
Implement
controls and
actions to manage
risks within risk
appetite
Monitor
effectiveness
of controls and
implement
remedial actions
as necessary
Calibrate
consolidated risks
for consistency
and to prioritise
Group response;
assure the
effective
operation of
controls
Timely reporting
of risks,
effectiveness
of controls
and assurance
activities
Risks are identified through a variety of sources, both internally through the Board, operational and functional management teams,
the Group Environmental and Business Risk Management Committees, and externally, to ensure that emerging risks are considered.
Risk identification focuses on those risks which, if they occurred, have the potential to have a material impact on the Group and the
achievement of its strategic, operational and compliance objectives. Risks are categorised into the following groups: strategic risks;
operational risks; reputational risks; and environmental risks.
Management is responsible for evaluating each significant risk and implementing specific risk mitigation activities and controls with
the aim of reducing the resulting residual risk to an acceptable level, as determined in conjunction with the Group’s risk appetite.
The Group employs a ‘three lines of defence’ model to manage risk and provide the required level of assurance across the Group.
– First line: Management has primary responsibility for managing operational risks through the design and implementation of
mitigating actions and controls and ensuring appropriate checks and verifications take place. Such risks are mitigated at source
with controls embedded into relevant systems and processes.
– Second line: Comprising risk management and compliance functions, the second line oversees the management of risk,
providing the frameworks and tools to support the first line and conducts monitoring of the first line of defence controls.
– Third line: The internal audit function provides independent and objective assurance to management, the Audit Committee
and the Board on the effectiveness of risk management systems and internal controls operated by the first and second lines of
defence. Internal audit activities are planned using a risk-based approach, ensuring focus is directed at the areas presenting the
greatest risk to the achievement of the Group’s strategic objectives.
Risk management roles and responsibilities
Overall
responsibility
The Board has overall responsibility for oversight and management of risk and control across the Group,
including fraud and climate-related risks. The Board undertakes a formal review of the Group’s principal and
emerging risks at least annually, assessing them against the Group’s risk appetite and strategic objectives.
The Executive Directors will routinely update the Board on emerging issues and principal risks where the
residual risk exceeds the Group’s risk appetite to allow the Board to determine whether the actions being
taken by management are sufficient.
Risk owners Each business unit and Group function is responsible for identifying and assessing its significant risks,
implementing controls to mitigate the risks to an acceptable level and completing risk and control self-
assessments annually.
Supporting
Committees
The Audit Committee assists the Board in fulfilling
its responsibilities to maintain effective governance
and oversight of the Group’s risk management and
internal controls.
The Audit Committee reports to the Board after each
of its meetings, providing updates on its monitoring
and review activities over the effectiveness of the risk
management and internal control framework.
The Audit Committee also provides oversight of the
internal audit function.
The BRMC meets at least three times a year
to consider the aggregated Group-wide set of
prioritised risks, mitigating activities and controls
and to discuss and monitor emerging risks.
The BRMC reports to the Audit Committee at least
bi-annually on the Group’s principal and emerging
risks and the effectiveness of mitigating activities
and controls.
Assurance Internal audit, as part of its scheduled testing and reviews, provides the Group with independent assurance
over the effectiveness of internal controls, risk management and governance processes.
Internal audit reports to the Audit Committee at each meeting on the results of assurance activities
undertaken.
Emerging risks
The Group’s risk profile will continue to evolve as a result of future events and uncertainties. Emerging risks are closely monitored
at BRMC meetings to understand the potential impact on the business. Emerging risks that have been discussed over the period
include: the evolving tariff policy in the US; US tax proposals included in the draft One, Big, Beautiful Bill Act; the rapid acceleration
of AI technology deployment in search engine summaries; and the potential for autonomous AI systems (Agentic AI) to change the
competitive landscape.
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PRINCIPAL RISKS & UNCERTAINTIES
Outlined in the following tables are the current principal risks and uncertainties that would impact the successful delivery of the
Group’s strategic goals. These are consistent with those disclosed in the prior year. The list is not exhaustive and other, as yet
unidentified, factors may have an adverse effect.
The risk change indicates how the Group’s risk exposure has moved over the period, either: increased; decreased; remained stable;
or evolved.
Strategic Risks
Macroeconomic conditions
RISK AND DESCRIPTION
The Group conducts most of its operations in North America and would be affected by a downturn in general economic
conditions and/or negative effects from instability in the geopolitical environment or uncertainty in international trade policy,
including tariffs, affecting this market. In previous economic downturns, the promotional products market has typically softened
broadly in line with the general economy.
STRATEGIC RELEVANCE
•
Customer acquisition and retention
could fall, impacting revenue in current
and future periods.
•
Demand for our products may be
adversely affected if we are unable
to share tariff-related cost increases
with our supply chain or pass along
the remaining cost increases to our
customers.
•
The growth and profitability levels
called for in the Group’s strategic plan
may not be achieved.
•
Cash generation could be reduced
broadly corresponding to a reduction
in profitability.
MITIGATION
•
Management monitors economic
and market conditions to ensure that
appropriate and timely adjustments are
made to marketing and other budgets.
•
Deep relationships maintained with key
suppliers enable us to work together to
manage the impact of tariffs applied to
the products we offer.
•
The customer proposition in terms of
promotions, price, value, and product
range can be adjusted to resonate
with customer requirements, budgets
and input costs in changing economic
climates.
•
The Group’s balance sheet funding
policy provides operational and
financial flexibility to facilitate
continued investment in the business
through different economic cycles.
RISK CHANGE: INCREASED
•
Volatile macroeconomic conditions
and tariff uncertainty continue to
persist, impacting business confidence
in our primary US market and
presenting downside risks to growth.
Markets and competition
RISK AND DESCRIPTION
The promotional products markets in which the business operates are intensely competitive. New or disruptive business models,
potentially facilitated or accelerated by emerging technology and AI, looking to break down our industry’s prevailing distributor/
supplier structure may become a threat. Buying groups and online marketplaces may allow smaller competitors access to
improved pricing and services from suppliers. Private equity interest in the promotional products industry has increased in recent
years, offering potential funding for existing competitors or new entrants.
STRATEGIC RELEVANCE
•
Aggressive competitive activity or a
disruptive new model could result in
pressure on prices, margin erosion
and loss of market share, impacting
the Group’s financial results.
•
The Group’s strategy based on
achieving organic revenue growth in
fragmented markets may need to be
reassessed.
•
Customer acquisition and retention
could fall, impacting revenue in current
and future periods.
MITIGATION
•
Service level, price and satisfaction
guarantees are an integral part of
the customer proposition. Negative
or changing customer feedback is
investigated and addressed rapidly.
Customers are surveyed regularly to
monitor changing customer interests
and perceptions.
•
Merchandising and supply chain teams
have extensive experience in rapidly
adapting the product range to meet
evolving consumer demand.
•
Our aim is to position the business
at the forefront of innovation in the
industry, driven by an open-minded
culture that is customer focused,
embraces collaborative supplier
relationships, and has an appetite for
emerging technology. Potential use
cases to harness the advancements
in AI are being regularly discussed
and assessed.
•
Management closely monitors
competitive activity in the marketplace,
including periodic market research
studies.
RISK CHANGE: STABLE
•
The competitive landscape to date
has been relatively consistent on the
distributor side in our main markets.
•
Whilst we are not seeing disruption
in our markets from new entrants
enabled by AI technology, the rapid
evolution of the consumer search
model and potential of autonomous
AI systems (agentic AI) may present
the potential for a change in the
competitive landscape.
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Strategic Risks continued
Effectiveness of key marketing techniques and brand development
RISK AND DESCRIPTION
The success of the business relies on its ability to attract new, and retain existing, customers through a variety of marketing
techniques. These methods may become less effective as follows:
•
TV/video/brand: Fluctuations in available inventory may cause the price of this technique to increase beyond our acceptable
thresholds. The evolving nature of how consumers access this type of content could change our ability to effectively access
our audience;
•
Online: Search engines are an important source for channelling customer activity to 4imprint’s websites. The efficiency of
search engine marketing could be adversely affected if the search engines were to modify their algorithms or otherwise make
substantial changes to their practices, for example to benefit from the use of emerging technology and AI, and the Group was
unable to respond and adapt to these rapid changes; and
•
Offline: The flow of print catalogues and sample packages would be disrupted by the incapacity of the US Postal Service to
make deliveries, for example due to natural disasters or labour activism. Increased levels of people working from remote
locations for a sustained period may diminish the effectiveness of this technique.
The evolving landscape around consumer data privacy preferences and data privacy legislation potentially affects all marketing
techniques if it compromises our ability to access and analyse customer information or results in any adverse impacts to our
brand image and reputation.
STRATEGIC RELEVANCE
•
If sustained over anything more than
a short time period, an externally
driven decrease in the effectiveness
of key marketing techniques would
cause damage to the customer file as
customer acquisition and retention
fall. This would affect order flow and
revenue in the short term and the
productivity of the customer file over
a longer period, impacting growth
prospects in future years.
•
Restrictive data privacy legislation or
changes in consumer demands around
data privacy could decrease the yield
on our marketing activities and might
increase compliance costs and the
possibility of lawsuits.
MITIGATION
•
TV/video/brand: This now dominant
element of our marketing portfolio
permits a high degree of flexibility,
allowing us to quickly respond to
changes as required.
•
Online: Management stays very close
to evolving technological developments
and emerging platforms in the online
space, particularly in respect of the
adoption of AI by consumers as they
search for goods and services and
how emerging agentic AI technology
may impact customer interactions.
Efforts are focused on anticipating
changes and ensuring compliance with
both the requirements of providers
and applicable laws. An appetite for
technological innovation is encouraged
by the business.
•
Offline: Developments in the US
Postal Service are closely monitored
through industry associations and
lobbying groups. Alternative parcel
carriers are evaluated periodically.
•
Data privacy requirements and
consumer data preferences are
monitored closely and assessed.
•
The business relies primarily on
first-party data, with shared data
significantly reduced.
RISK CHANGE: STABLE
•
There has been a rapid acceleration
of AI technologies. The deployment to
search engine summaries will change
internet search and click-through
rates in a way that may diminish its
effectiveness for the Group.
•
The Group’s diversified marketing
portfolio, particularly the strength of
the brand component, has continued
to prove its flexibility and effectiveness
in the current soft market conditions.
PRINCIPAL RISKS & UNCERTAINTIES CONTINUED
Operational Risks
Business facility disruption
RISK AND DESCRIPTION
The 4imprint business model means that operations are concentrated in centralised office, distribution and production
facilities. The performance of the business could be adversely affected if activities at one of these facilities were to be disrupted,
for example, by a pandemic, extreme weather events (e.g., cyclones, droughts, floods and fires), loss of power or internet/
telecommunication failure.
STRATEGIC RELEVANCE
•
The inability to service customer
orders over any extended period
would result in significant revenue loss,
deterioration of customer acquisition
and retention metrics and diminished
return on marketing investment.
•
A significant portion of our apparel
orders are embroidered and printed
in-house at our production and
distribution sites in Oshkosh and
Appleton, Wisconsin. Disruption at
these facilities would impact our ability
to fulfil these orders.
•
The Group’s reputation for excellent
service and reliability may be damaged.
MITIGATION
•
Back-up and business continuity
infrastructure is in place to ensure the
risk of customer service disruption is
minimised.
•
Websites are cloud based, and data
is backed up continuously to off-site
servers.
•
Relationships are maintained with third-
party embroidery and print contractors
to provide a portion of back-up in the
event of facility unavailability.
•
Our screen-printing operations have
been located separately to our existing
distribution centre to diversify the risk
of disruption to our facilities.
•
A significant proportion of our office
and customer service staff work from
home, mitigating some risk should
offices become unavailable.
•
Physical climate-related risk
assessments of our facilities have been
undertaken to better understand how
these risks could impact the Group’s
operations across different timescales.
RISK CHANGE: STABLE
•
There have been no significant changes
to the operations of the Group or its
Tier 1 suppliers over the period which
materially change the nature or
likelihood of this risk.
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Operational Risks continued
Domestic supply and delivery
RISK AND DESCRIPTION
As a consequence of the Group’s ‘drop-ship’ distribution model, trading operations could be interrupted if: (i) the activities of
a key supplier were disrupted and it was not possible to source an alternative supplier in the short term, including from stock
availability issues resulting from prohibitive tariffs being applied to products being imported into the US; (ii) a key supplier’s own
supply chain is compromised by ‘force majeure’ events in the country of original product manufacture, for example extreme
weather events (e.g., cyclones, droughts, floods and fires), natural disasters, social/political unrest or a pandemic; or (iii) the
primary parcel delivery partner used by the business suffered significantly degraded service levels. As the Group continues to
grow, the volume of orders placed with individual suppliers becomes significant.
STRATEGIC RELEVANCE
•
Inability to fulfil customer orders would
lead to lost revenue and a negative
impact on customer acquisition and
retention statistics.
•
The Group’s reputation for excellent
service and reliability may be damaged,
leading to potential erosion of the
value built up in the 4imprint brand.
MITIGATION
•
A rigorous selection process is in place
for key suppliers, with evaluation and
monitoring of quality, production
capability and capacity, ethical
standards, financial stability and
business continuity planning.
•
Deep relationships maintained with
key suppliers, including a detailed
shared knowledge of the supply end
of the value chain, allowing swift
understanding of and appropriate
reaction to events, including
management of the impact of tariffs
applied to the products we offer.
•
Wherever possible, relationships are
maintained with suitable alternative
suppliers for each product category.
•
Physical climate-related risk
assessments of our key suppliers have
been undertaken to better understand
how these risks could impact the
Group’s operations, customers
and supply chain across different
timescales.
•
Secondary relationships are in place
with alternative parcel carriers.
RISK CHANGE: DECREASED
•
Supply chain and delivery conditions
are currently stable in both our
markets.
•
The Group has proven the
effectiveness of its mitigations in
minimising the impact of disruptions
to its trading operations.
Failure or interruption of information technology systems and infrastructure
RISK AND DESCRIPTION
The business is highly dependent on the efficient functioning of its IT infrastructure. An interruption or degradation of services,
including from a malicious cyber attack, would affect critical order processing systems, and thereby compromise the ability of the
business to deliver on its customer service proposition.
STRATEGIC RELEVANCE
•
In the short term, orders would be
lost and delivery deadlines missed,
decreasing the efficiency of marketing
investment and impacting customer
acquisition and retention.
•
Revenue and profitability are directly
related to order flow and would be
adversely affected as a consequence
of a major IT failure.
•
Depending on the severity of the
incident, longer-term reputational
damage could result.
MITIGATION
•
There is continuous investment in both
the IT team supporting the business
and the hardware and software system
requirements for a stable and secure
operating platform.
•
Back-up and recovery processes are in
place, including immediate replication
of data to an alternative site, to
minimise the impact of information
technology interruption.
•
Regular security testing of our systems
is undertaken in conjunction with
specialist third-party consultants.
•
Cloud-based hosting for eCommerce
and elements of back-office
functionality.
•
IT infrastructure in place to support
working from home for our office-
based team members.
RISK CHANGE: STABLE
•
The IT platform is mature and
performance has been efficient
and resilient.
•
The relocation of our leased downtown
Oshkosh, Wisconsin office space to
the recently expanded distribution
centre is being carefully planned and
managed to ensure the reduction in
our physical sites does not impact
the resilience of our IT back-up and
redundancy systems.
PRINCIPAL RISKS & UNCERTAINTIES CONTINUED
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Reputational Risks
Cyber threats
RISK AND DESCRIPTION
A successful attack on our systems, sites, data or a third-party supplier could result in our business-critical systems becoming
unavailable and/or unauthorised access to, and misappropriation of, customer data. This may lead to reputational damage and
loss of customer confidence, regulatory action, and/or loss of business and revenue. This is a rapidly changing environment,
with threats enabled by new technology including AI emerging on an almost daily basis.
STRATEGIC RELEVANCE
•
Revenue and profitability are directly
related to order flow and would be
adversely affected as a consequence
of system compromise.
•
A significant security breach could lead
to litigation and losses, with a costly
rectification process. In addition, it
might be damaging to the Group’s
reputation and brand.
•
An event of this nature might result
in significant expense, impacting the
Group’s ability to meet its strategic
objectives.
MITIGATION
•
The business employs experienced
IT staff whose focus is to identify and
mitigate IT security vulnerabilities.
•
Investment in software and other
resources in this area continues to
be a high priority.
•
Technical and physical controls are
in place to mitigate unauthorised
access to customer data and there
is an ongoing investment process to
maintain and enhance the integrity
and efficiency of the IT infrastructure
and its security.
•
Due to the ever-evolving nature of
the threat, emerging cyber risks are
addressed by the IT security team
on a case-by-case basis.
•
Third-party cyber security consultants
are employed as appropriate and
support regular security testing of our
systems, mitigations and controls.
•
Regular training is rolled out to our
team members, including phishing
simulations, to increase awareness
of cyber security threats.
RISK CHANGE: EVOLVED
•
The frequency, sophistication and
publicity of attacks, continues to
increase. Accordingly, we continue
to invest in training, expertise and
technical solutions, controls and
security reviews to counter the
increasing external risks.
Supply chain compliance and ethics
RISK AND DESCRIPTION
Our business model relies on direct (Tier 1) and indirect (Tier 2 and 3) relationships with suppliers located both within our primary
markets and at overseas locations. 4imprint has very high ethical expectations for supply chain compliance, but there is always a
risk that our wider supply chain partners may, from time to time, not comply with our standards or applicable local laws.
STRATEGIC RELEVANCE
•
Significant or continuing non-
compliance with such standards and
laws could result in serious damage
to our reputation and brand image.
•
This could have an adverse effect
on our ability to acquire and retain
customers and, therefore, our longer-
term revenue prospects and financial
condition.
MITIGATION
•
Our key Tier 1 suppliers are required
to comply with our supplier compliance
documentation, including the ‘4imprint
Supply Chain Code of Conduct’ and
the ‘4imprint Factory and Product
Compliance Expectations’ document.
•
We are active in promoting audit
coverage of our supply chain at many
levels.
•
Changes to product safety legislation
are closely monitored to ensure
product safety and testing protocols
are adequate and remain up to date.
RISK CHANGE: DECREASED
•
Our supplier compliance programme
is well established.
•
The monitoring of our Tier 1 suppliers
against our Supply Chain Code of
Conduct has increased during 2025,
reflecting a transition from a three-
yearly to two-yearly audit cycle.
Legal, regulatory and compliance
RISK AND DESCRIPTION
We are subject to, and must comply with, extensive laws and regulations including those relating to data privacy legislation,
environmental and regulatory compliance, and external reporting obligations.
STRATEGIC RELEVANCE
•
If we, or our employees, suppliers
and other partners fail to comply
with any of these laws or regulations,
such failure could subject us to fines,
sanctions or other penalties that could
negatively affect our brand, reputation
and financial condition.
MITIGATION
•
Consultation with subject matter
experts, specialist external advisers
and government agencies as
appropriate.
•
The business employs, and continues
to invest in, legal, compliance and
other specialist staff familiar with the
obligations faced by the Group.
•
We continue to monitor and assure
controls implemented across the
Group to manage our risk of non-
compliance.
RISK CHANGE: STABLE
•
Evolving legal regulations and
requirements continue to be
monitored, complied with and
assured.
PRINCIPAL RISKS & UNCERTAINTIES CONTINUED
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PRINCIPAL RISKS & UNCERTAINTIES CONTINUED
Environmental Risks
Climate change
RISK AND DESCRIPTION
Climate change potentially affects our operations, facilities, supply chain, team members, communities and our customers in a variety
of ways. As such, it presents a multitude of risks to the business and threatens our ability to achieve our strategic objectives. In order
to meaningfully reduce our Scope 3 emissions, the Group will be reliant on third parties and the development of lower/zero carbon
products and technologies.
STRATEGIC RELEVANCE
•
Extreme weather-related events that
impact our customers and/or our
suppliers can have a short to medium-
term negative impact on revenue,
customer acquisition and retention,
and they can also cause increases to
our product and distribution costs.
Some of our suppliers are located in
geographic areas that are subject to
increased risk of these events in the
long term.
•
Further, in the medium term, if the
business is not seen to be taking
deliberate and tangible actions to
reduce its GHG emissions and support
the transition to a lower-carbon
economy, the Group’s reputation and
brand may be damaged and its access
to providers of capital diminished.
MITIGATION
•
The flexible nature of our ‘drop-ship’
model allows for relatively rapid
adjustment to episodes of extreme
weather. The business has very low
customer concentration, which helps
mitigate an element of the risk as well.
•
We have close relationships with our
key suppliers and, wherever possible,
relationships are maintained with
suitable alternative suppliers for each
product category.
•
We have continued to achieve
certification as a CarbonNeutral
®
company in accordance with The
CarbonNeutral Protocol since 2021.
•
The solar array at the Oshkosh
distribution centre contributes to
the Group’s power requirements
generated from renewable sources.
•
Separate physical and transitional
climate-related risk assessments
have been undertaken to better
understand how these risks could
impact the Group’s operations,
facilities, customers, supply chain and
reputation across different timescales.
•
Management is actively monitoring and
measuring progress towards further
environmental goals, most notably
further GHG reductions in Scopes 1, 2
and 3.
RISK CHANGE: STABLE
•
We remain committed to reducing
the impact of our operations on the
environment and have, for the first
time, set reduction targets for the
Group’s Scope 1 and 2 emissions
(see page 47).
•
We will continue collaborating with
our supply chain and transportation
partners to reduce Scope 3 emissions.
Products and market trends
RISK AND DESCRIPTION
The transition to a low-carbon economy may lead to changing product trends or consumer preferences that render certain
products undesirable or obsolete, whilst increasing demand for others, as sustainability becomes a larger part of the purchasing
decision by customers. New, more sustainable or recycled products are still being developed for commercial use, which could
lead to increased product costs. Further, our supply chain may seek to pass on potential costs arising from the transitional
changes such as carbon taxes, or inflation arising from sourcing in-demand raw materials or disruption caused by extreme
weather events.
STRATEGIC RELEVANCE
•
Failure to anticipate accurately, and
respond to, trends and shifts in
consumer preferences and increased
costs arising in the value chain, by
adjusting the mix of existing product
offers, may lead to lower demand for
our products, impacting our market
position and ability to generate
revenue growth.
MITIGATION
•
Our merchandising teams actively
collaborate with our suppliers to
continuously curate our range of
products to adapt to, and meet the
needs and tastes of, our customers.
•
Our Better Choices
®
initiative
highlights promotional products
that have sustainable attributes,
giving our customers the ability to
research product attributes, supplier
standards and certifications related to
sustainability, environmental impact,
workplace culture and more, helping
them to reduce their own carbon
emissions.
RISK CHANGE: DECREASED
•
The transition to a low-carbon
economy is driving changes in
consumer preferences towards
sustainable products.
•
However, the fact that most of the
products in our broad range are also
sold unbranded in the retail setting,
and with an increasing number of
products being ‘tagged’ with our Better
Choices
®
designation, we are well
positioned to manage the pace of the
transition towards sustainable choices.
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4imprint Group plc Annual Report & Accounts 2025
STAKEHOLDER ENGAGEMENT
The following disclosure
describes how the Directors have
had regard to the matters set
out in section 172(1) (a) to (f) and
forms the Directors’ statement
required under section 414CZA
of the Companies Act 2006.
Section 172 statement
4imprint’s key stakeholders and outcomes are set out
along with our business model on pages 18 and 19.
Our Board members understand and embrace the
responsibility of balancing the interests of this wide
stakeholder base. A strong and distinctive culture
encouraging responsible practice has been deeply
embedded at all levels of our business for many years
(see pages 20 and 21). Our team members observe clear
guiding principles that drive ethical interactions with, and
generatepositive outcomes for, our key stakeholders.
The Board of 4imprint sets the tone by nurturing
and reaffirming these principles and demonstrating,
through its discussions and actions, that the interests
ofstakeholders are central to its decision making.
Withinthis framework, the Directors discharge their
duties by monitoring and assessing stakeholder
interestsin two primary ways:
(i) Regular information flow from the
ExecutiveDirectors. The Executive Directors are
directly involved in day-to-day business operations
as a result of a business model conducted from
centralised facilities. The Non-Executive Board
members receive regular written and verbal
businessupdates from the Executive Directors
viamonthly reports, at regular Board meetings
andbetween Board meetings as required; and
(ii) Direct engagement of Board members. Directors
are expected, where appropriate, to engage directly
with, or on behalf of, stakeholders. In particular,
the Chairman, Senior Independent Director and
Board Committee Chairs seek to understand the
needs and priorities of each stakeholder group
and are encouraged to engage independently
with stakeholders depending on subject matter
andcontext.
The Directors consider the interests of each of 4imprint’s
key stakeholder groups when considering their
duties under section 172 and take into account the
information gathered through engagement with these
stakeholders when determining the Group’s strategies
and keydecisions.
A summary of our stakeholder engagement activities
(together with the issues and factors the Directors
have considered in respect of our stakeholders in
complying with section 172(1) (a) to (f)), is set out in
thefollowingtables.
Team members
WHAT’S IMPORTANT?
Investment in our people is a key driver of our
competitive advantage (see Strategic Objectives on
page 10). We can only deliver a remarkable customer
experience if we have exceptional team members who
subscribe to our principles and values. We engage with
our team members to ensure that we are fostering a
safe, diverse and inclusive environment that they are
happy to work in and a culture that they identify with.
See pages 22 to 25 for further discussion on people
andculture.
ENGAGEMENT
– Open and honest culture involving regular
communications/updates with team members,
including our in-house social media platform
and email/video calls for team members working
fromhome.
– Competitive compensation, excellent benefits
package and easily understood, results-based,
bonusplans.
– Ability to participate in the Group’s success through
bonus plans and share ownership (US Employee
Stock Purchase Plan (ESPP) and UK Save As You Earn
(SAYE) plans).
– Opportunity to work from home depending on
nature of role.
– A wide range of training, development and promotion
opportunities available for team members (see
Sustainability on page 23).
– An onsite clinic at the distribution centre providing
support for team members’ physical, mental and
financial health (see page 25).
– The Executive Directors are based at the Oshkosh
site and have regular interaction with team members,
including updates as appropriate from the CEO.
– Site visits by the Chair and NEDs, including an annual
two-day visit and strategy review in Oshkosh (see
page 71).
DECISIONS, ACTIONS AND OUTCOMES
– Reaffirmed the Board’s commitment to a people-led
approach, prioritising the welfare, health, and safety
of our team members.
– Conducted an extensive, externally facilitated
employee survey, the feedback from which will drive
communications and actions in the coming year.
– Undertook initiatives to maintain the distinctive 4imprint
culture and working environment, including publicising
and training on the 4imprint Code of Conduct.
– Reinforced our commitment to fostering a culture
that recruits, develops and promotes team members
regardless of background.
– Reviewed pay rates to ensure remuneration remains
competitive in the market and takes into account the
increased cost of living.
– Good participation rates in the US ESPP and UK SAYE
schemes.
– Low staff turnover rates.
– Certified as a ‘Great Place to Work
®
’ for the 18th
consecutive year.
WHAT’S IMPORTANT?
Our purpose (see inside front cover) revolves around
providing relevant, quality promotional products to
our customers to help them convey their message.
Our customers rely on us to make them, and their
organisations, shine.
WHAT’S IMPORTANT?
Our suppliers are integral to the ‘drop-ship’ pillar of our
business model, allowing us to provide the remarkable
customer service and efficient, on-time delivery of
great products that meet the functional, safety and
sustainability requirements that are essential to the
success of the business. Our supplier relationships are
discussed in more detail on pages 7 to 8 and 28 to 30.
Customers Suppliers
ENGAGEMENT
– Emphasis on providing remarkable customer
service within a culture of continuous improvement
(see page 3).
– Guiding each customer to their ‘perfect product’;
product quality, safety, price and range development
(see pages 15 and 16).
– Regular customer surveys.
– Periodic extensive customer market research
projects.
– Team members empowered to make decisions
in the customer’s interest, and managers
(up to and including CEO) available to address
customer concerns.
– Responsible use and security of personal data.
DECISIONS, ACTIONS AND OUTCOMES
– Continued optimisation of our brand as the strategic
component of our marketing mix.
– Focus on service quality to maintain a great customer
experience.
– Continued investment in customer service resources
in the year.
– Ongoing development of a curated, easy-to-access
range of products, including the Better Choices
®
range highlighting promotional products that have
sustainable attributes, giving our customers the
ability to research product features and supplier
standards and certifications related to sustainability,
environmental impact, workplace culture and more
(see pages 34 to 36).
– Continued focus on ethical sourcing and product
safety/compliance (see pages 28 to 30).
ENGAGEMENT
– Regular meetings, information sharing and site visits
with our Tier 1 domestic suppliers.
– Supplier agreements and expectation setting.
– 4imprint Social and Ethical Principles Statement and
Modern Slavery Statement.
– 4imprint Supply Chain Code of Conduct.
– Cooperation with suppliers in marketing campaigns.
DECISIONS, ACTIONS AND OUTCOMES
– Worked closely with our suppliers to manage the
flow of products to service the requirements of our
customers, whilst managing the impacts of US tariff
policy.
– Worked with our Tier 1 suppliers to further expand
our supply chain monitoring and responsible
sourcing programmes.
– Continued to expand the product range, including
further development of exclusive and in-house
private-label products.
– Emphasis on transitioning private-label products to
recycled and other more sustainable materials.
– Retained, and delivered on, our commitment to
paying all suppliers promptly to terms.
– 4imprint’s Social and Ethical Principles Statement and
Modern Slavery Statement can be found at
https://investors.4imprint.com.
NON-FINANCIAL AND SUSTAINABILITY INFORMATION
The table below sets out where stakeholders can find information in our Strategic Report relating to non-financial matters, as required
by sections 414CA and 414CB of the Companies Act 2006. The information found in the below pages form our non-financial and
sustainability statement:
REPORTING REQUIREMENT SECTION OF THE ANNUAL REPORT PAGE(S)
Environmental matters Sustainability 31 to 47
Employees Sustainability 22 to 25
Social matters Sustainability 26 and 27
Human rights Sustainability/Statement on Corporate
Governance
20 and 29/77
Anti-corruption and anti-bribery Sustainability/Statement on Corporate
Governance
21/77
Business model Business Model 18 and 19
Non-financial KPIs Key Performance Indicators 12 and 13
Principal risks Principal Risks & Uncertainties 56 to 65
Governance arrangements for assessing and managing
climate-related risks and opportunities
Sustainability 40 and 41
How climate-related risks and opportunities are identified,
assessed and managed
Sustainability/Risk Management 41/54 and 55
How climate-related risks and opportunities are integrated
into the overall risk management process
Sustainability/Risk Management 41/54 and 55
The climate-related principal risks and opportunities
identified and their associated time periods
Sustainability/Principal Risks &
Uncertainties
42 to 47/64 and 65
The actual and potential impact of identified climate-related
risks and opportunities on the business model and strategy
Sustainability/Principal Risks &
Uncertainties
42 to 47/64 and 65
An analysis of the resilience of the business model
andstrategy taking into account different climate-
relatedscenarios
Sustainability 31 to 47
Targets used to manage climate-related risks and realise
climate-related opportunities
Sustainability 47
Metrics and KPIs used to assess progress against climate-
related targets and a description of their basis of calculation
Sustainability 31 to 37 and 47
The Strategic Report was approved by the Board on 10 March 2026.
KEVIN LYONS-TARR MICHELLE BRUKWICKI
CHIEF EXECUTIVE OFFICER CHIEF FINANCIAL OFFICER
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STAKEHOLDER ENGAGEMENT CONTINUED
ShareholdersCommunity
WHAT’S IMPORTANT?
We aim to attract Shareholders whose requirements
are aligned with our strategic objectives, and who are
interested in a long-term holding in our Company.
This involves a good understanding of our strategic
objectives, our business model and our culture.
WHAT’S IMPORTANT?
Most of our team members live locally to our primary
4imprint facilities, so it is in our interests to have a
positive influence in our local communities. This begins
with stable and competitively remunerated employment,
extending to involvement in many community activities.
Our community involvement initiatives are described
more fully on pages 26 and 27.
ENGAGEMENT
– Paid time off work for our team members
to volunteer for a local charity or non-profit
organisation.
– Support for, and sponsorship of, many local
organisations, events and good causes.
– Donations of promotional products for events.
– one by one
®
charitable giving programme.
ENGAGEMENT
Our key Shareholder engagement activities are:
– Annual Report & Accounts;
– Investor Relations website;
– Annual General Meeting (AGM);
– results announcements, investor roadshows and
periodic trading/performance updates;
– meetings and calls throughout the year with existing
and potential investors, including site visits by
investors and analysts; and
– meetings with the Chair, NEDs and Company
Secretary as required.
DECISIONS, ACTIONS AND OUTCOMES
– Frequent communication and active governance
at Board level.
– Detailed Board review and reaffirmation of organic
growth strategy and the marketing portfolio,
including expanding investment in brand advertising.
– Shareholder register and investor relations activity
regularly reviewed by the Board.
– Emphasis on culture, ethics and sustainability in
Board discussions.
– Recruitment and hiring of a new Director of Investor
Relations to act as the first point of contact for
investors.
– Regular meetings with investors and analysts
throughout the year, including an investor on-site
visit day at the distribution centre in Oshkosh,
Wisconsin.
– Interim and final dividend payments, along with a
special dividend paid in June 2025, in line with the
Group’s balance sheet funding and capital allocation
policies.
DECISIONS, ACTIONS AND OUTCOMES
– Impact of 4imprint volunteers in the community.
– Charitable giving programme – over 6,000 one by
one
®
charitable grants made in 2025.
– Donations and sponsorships benefiting nearly 1,800
organisations.
– Enhancement of 4imprint’s profile and reputation in
the local community, improving our ability to attract
and retain high-quality, locally-based team members.
– Outreach programmes to seek to recruit team
members from local communities.
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CORPORATE GOVERNANCE
70
CORPORATE GOVERNANCE REPORT
Building trust through
transparency and
ethical leadership
Chairman’s introduction
On behalf of the Boardof 4imprint Group plc,
I am pleased to introduce the 2025 Corporate
Governance Report.
The Board remains committed to
strong and appropriate corporate
governance, supporting the principles
and provisions contained in the UK
Corporate Governance Code (the “Code”).
I am pleased to confirm that, in the 2025
financial year, 4imprint Group plc has
complied with the 2024 Code in full.
This Corporate Governance
Reportcontains:
– details of the Board of Directors;
– the Statement on Corporate
Governance;
– the Report of the Nomination
Committee;
– the Report of the Audit Committee;
– the Report of the Remuneration
Committee; and
– The Directors’ Report.
During 2025, the Board has focused on
succession planning for the Chair role
and, after a rigorous recruitment process,
is pleased to welcome Paul Forman to
4imprint as a Non-Executive Director and
Chair Designate, to take over when I step
down on 16 March 2026.
Following the recruitment of Michelle
Brukwicki as CFO Designate in December
2024, Michelle was appointed to the
Board on 1 May 2025. The Board has
prioritised supporting Michelle in her
new role and supporting the leadership
team in the continuing development of
the organisational structure. Additionally,
the Board has continued to support
management in prioritising the interests
of team members, a key element of
the 4imprint culture. Concurrently,
we have remained cognisant of our
governanceresponsibilities.
In October 2025, the Board held its
annual strategy review and Board
meeting at the 4imprint facilities in
Oshkosh, Wisconsin and visited the
distribution centre and the Appleton
screen print facility. The visit provided a
good opportunity for the Non-Executive
Directors to spend time with the senior
management team, see the hard work
being done and hear their thoughts and
ideas. The Board was pleased to see
that the building work to provide office
accommodation at the distribution centre
had commenced and the Board looks
forward to its meetings there later in 2026.
This visit also presented an opportunity
for the Board to hear an update on
the Group’s ESG initiatives in the year.
In particular, the Board discussed with
senior management our approach
to GHG target setting and emissions
reduction planning opportunities.
Furtherdetails on this can be found in
the Sustainability section on pages 31
to 34 and 47 of the Strategic Report.
I am extremely proud of the Board’s work
in 2025 in support of the executive and
leadership teams. My fellow Directors
have maintained diligent corporate
governance standards throughout the
year, and I would like to thank them
for their continued commitment and
contribution to 4imprint.
PAUL MOODY
CHAIRMAN
10 March 2026
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CORPORATE GOVERNANCE
BOARD OF DIRECTORS
PAUL MOODY
NON-EXECUTIVE CHAIRMAN
Appointed as a Non-Executive Director in February 2016 and
became Non-Executive Chairman in December 2016. Paul will
step down as Chairman and from the Board of 4imprint on
16March 2026.
Paul currently serves on the Board of Card Factory plc as
Non-Executive Chairman. He was previously Non-Executive
Chairman of Johnson Service Group plc and a Non-Executive
Director of Pets at Home Group plc. Paul has extensive
public company experience spending 17 years at Britvic plc,
including the last 8 years as Chief Executive. Prior to that,
he held a number of senior appointments in sales and HR,
with companies including Grand Metropolitan plc and Mars.
KEVIN LYONS-TARR
CHIEF EXECUTIVE OFFICER
Appointed as Executive Director in June 2012 and became
Chief Executive Officer in March 2015.
Based in Oshkosh, Wisconsin, Kevin has been with the
business since 1991, serving in several capacities, including
Chief Information Officer and Chief Operating Officer. He
was appointed President of the Direct Marketing business
in 2004 and has led its substantial growth since then.
JOHN GIBNEY
SENIOR INDEPENDENT NON-EXECUTIVE DIRECTOR
Appointed as a Non-Executive Director in March 2021.
John is a Chartered Accountant who has extensive public
company experience, having served for 17 years as Chief
Financial Officer of Britvic plc, a leading European soft
drinks business, where he was responsible for finance, legal,
estates, risk management, quality, safety and environment
and procurement. Prior to joining Britvic, John was Senior
Corporate Finance & Planning Manager for Bass plc, and
prior to that role, Finance Director and subsequently Deputy
Managing Director of Gala Clubs. John has previously been
a Non-Executive Director and Chair of the Audit Committee
at PureCircle PLC, Dairy Crest PLC and C&C Group plc.
MICHELLE BRUKWICKI
CHIEF FINANCIAL OFFICER
Appointed as Chief Financial Officer in May 2025.
Michelle is a Certified Public Accountant in the United States
with accounting experience gained initially with Deloitte.
Michelle most recently served as Senior Vice President
– Finance and Chief Financial Officer of TDS Telecom, a
division of Telephone & Data Systems, Inc. (TDS). Michelle
has over 25 years of financial and accounting related
experience at publicly listed companies. She holds a Master
of Business Administration (MBA) from the University of
Wisconsin – Madison and is based in Oshkosh, Wisconsin.
PAUL FORMAN
NON-EXECUTIVE DIRECTOR AND CHAIR DESIGNATE
Appointed as a Non-Executive Director and Chair Designate
on 1 January 2026 and will become Non-Executive Chairman
of 4imprint on 16 March 2026.
Paul is an experienced director of both listed and private-
equity backed businesses, gained in a variety of executive
and non-executive roles. His experience includes Chief
Executive roles at three FTSE 250 businesses: Essentra
plc, Coats Group plc and Low and Bonar PLC. He is also a
former Non-Executive Director of Brammer PLC and Tate &
Lyle plc. He is currently also Chair of Topps Tiles Plc, Britain’s
largest tile specialist group, and Natara and Winder Power,
two private equity-backed industrial groups.
JAZ RABADIA
INDEPENDENT NON-EXECUTIVE DIRECTOR
Appointed as a Non-Executive Director in September 2021.
Jaz is a Chartered Energy Manager with over 18 years of
experience in energy, recycling and sustainability roles. She is
the former Head of Responsible Business and Sustainability
at Just Eat Takeaway.com, an online food order and delivery
service, which she joined in December 2021. Prior to this she
was Director of Energy, Sustainability and Social Impact at
WeWork and she has also held senior positions at Starbucks
Coffee Company and Sainsbury’s Supermarkets Ltd. In
2015 Jaz was awarded an MBE for services to sustainability
in the energy management sector and promoting diversity
amongst young people in the STEM sectors. In 2025 Jaz was
a winner at the Women of the Year awards.
CHRISTINA (TINA) SOUTHALL
INDEPENDENT NON-EXECUTIVE DIRECTOR
Appointed as a Non-Executive Director in May 2019.
Tina is the former Executive Vice President – People for Bally
Interactive, a NYSE listed company operating some of the
world’s biggest casinos, iGaming and sports media sites.
Prior to this, Tina held executive sales and marketing roles
at Vodafone Group Plc, culminating in her appointment as
Regional Director, Northern Europe for Vodafone Global
Enterprise, and she served as a long-standing Trustee of
The Vodafone Foundation. Prior to joining Vodafone,
Tina held senior positions at Avis Europe and at the RAC.
LINDSAY BEARDSELL
INDEPENDENT NON-EXECUTIVE DIRECTOR
Appointed as a Non-Executive Director in September 2021.
Lindsay is currently Executive Vice President, General
Counsel at Tate & Lyle plc, the global supplier of food and
beverage ingredients, which she joined in 2018. In addition
to her extensive legal and governance background, Lindsay
brings a breadth of commercial experience, both in the UK
and internationally, having previously worked as General
Counsel at Ladbrokes Coral plc, SuperGroup plc and
Gazprom Energy Group. She is a graduate of European Law
from the University of Warwick.
Committees:
 Audit Committee
 Nomination Committee
 Remuneration Committee
 Chair
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CORPORATE GOVERNANCE
Statement of compliance with the UK Corporate
Governance Code
The Board supports the principles and provisions of the UK
Corporate Governance Code (the “Code”). The Code sets out
guidance on how companies should be directed and controlled
to follow good governance practice. Companies listed in the
UK are required to disclose how they have applied the main
principles and whether they have complied with the Code’s
provisions throughout the financial year. Where the provisions
have not been complied with, companies must provide an
explanation. The Code is publicly available on the Financial
Reporting Council (FRC) website.
For the year ended 27 December 2025, the Board considers that
the Company has complied with the provisions of the 2024 Code.
In February 2025, Paul Moody’s tenure on the 4imprint Board
had reached nine years. Provision 19 of the Code states that the
chair should not remain in post beyond nine years but allows
this period to be extended for a limited time to facilitate effective
succession planning. In December 2024, Michelle Brukwicki was
appointed CFO Designate, taking over as CFO in May 2025. Paul
Moody agreed an extension to his tenure as Chairman through to
the 2026 AGM, in order to lead the Board through this important
change. Following a successful Chair recruitment process in 2025,
Paul Forman has been appointed an independent Non-Executive
Director and Chair Designate with effect from 1 January 2026 and
Chair of the Board with effect from 16 March 2026, when Paul
Moody will step down as Chair and from the Board. Paul Forman’s
biography can be found on page 73.
Role of the Board
The primary responsibility of the Board is to promote the long-
term success of the Company and to look after the interests
of all of its stakeholders. The Board has responsibility for the
management, direction and performance of the Group and is
committed to delivering the Group’s strategy through meaningful
engagement with all stakeholder groups.
The Board is also responsible for determining risk appetite,
establishing procedures to manage risk and overseeing the
Group’s internal control framework. This involves undertaking
appropriate assessments of the Group’s emerging and principal
risks, monitoring the Group’s risk management and internal
control systems and reviewing their effectiveness. The Board is
assisted in fulfilling these responsibilities by the Audit Committee
and the Business Risk Management Committee. The aim of these
procedures is to manage and mitigate the risk of any failure to
meet business targets and can only provide reasonable and not
complete assurance against such failures.
The Board is the decision-making body for all matters material to
the Group’s finances, strategy and reputation. The powers of the
Company’s Directors, as well as the rules relating to the appointment
and removal of Directors, are set out in the Company’s Articles
of Association, which can be found on the Company’s website at
https://investors.4imprint.com/governance/company-documents.
The Chair is responsible for leadership of the Board and ensuring
its effectiveness. The Chair promotes a culture of openness and
debate, ensuring that each Board member is given opportunity to
contribute their views to each topic under discussion.
Board composition and structure
As at the date of this report, the Board comprised eight
members, namely the independent Non-Executive Chairman,
five independent Non-Executive Directors including the Chair
Designate, and two Executive Directors, being the Group Chief
Executive Officer and the Group Chief Financial Officer. The
biographies of the Directors can be found on pages 72 and 73.
The Board is satisfied that there is sufficient balance between
Executive and Non-Executive Directors on the Board to ensure
that no one individual has unfettered decision-making powers
and that the Board has the appropriate balance of skills,
experience, independence and knowledge of the Group to
enable it to discharge its duties and responsibilities effectively.
Having undertaken a review of the Non-Executive Directors’
outside commitments, the Board is satisfied that all Non-
Executive Directors have sufficient time available to allocate to
the Company in order to discharge their duties effectively.
The role of the Non-Executive Directors includes: assisting in the
development of strategy; monitoring the integrity of financial
information and systems of risk management; reviewing the
performance of management, including the alignment of performance
with Company culture and values; assisting the Company in
engaging effectively with all its stakeholders; and determining the
appointment, removal and remuneration of Executive Directors.
The current Non-Executive Directors have letters of appointment for
three years from 8 March 2024 for John Gibney, 1 September 2024
for Lindsay Beardsell and Jaz Rabadia, 8 May 2025 for Tina Southall,
and 1 January 2026 for Paul Forman.
On 1 February 2025, Paul Moody had served for nine years on
the 4imprint Board. Following a review by the Senior Independent
Non-Executive Director and discussions with the Nomination
Committee in December 2024, it was agreed that Paul’s tenure
as Chairman of the 4imprint Board be extended through to
the 2026 AGM at the latest in order to provide stability and
leadership to the 4imprint Board during the period of transition
to a new CFO during 2025. Following the appointment of Paul
Forman as Chair Designate, Paul Moody will step down as Chair
and from the Board on 16 March 2026.
The letters of appointment are available for inspection by
any person at the Company’s registered office during normal
business hours and also at theAGM.
Operation of the Board
The Board has a formal schedule of matters reserved for its
approval. The schedule was reconsidered and approved by the
Board at its meeting on 9 December 2025.
The schedule of matters reserved for the Board includes, but is
not limited to:
– considering and approving the Group’s purpose, values and
strategic aims and objectives;
– overseeing the Group’s operations, management and
performance;
– approving any changes to the Group’s capital, corporate or
managementstructures;
– approving half-year and final results announcements and the
Annual Report & Accounts;
– approval of dividend policy, declaration of interim dividend
and recommendation of final dividend;
– maintaining a sound system of internal control and risk
management;
– approval of major capital expenditure;
– ensuring effective communications with Shareholders and
the market;
– overseeing Board structure, membership and continuity;
– determining the Remuneration Policy for Directors, Company
Secretary and senior executives;
– approving delegation of authority to Board Committees and
executivemanagement;
– ensuring that appropriate corporate governance procedures
are in place;
– approval of Group policies and statements; and
– review and approval of any other matter likely to have a
material impact on the Group.
STATEMENT ON CORPORATE GOVERNANCE
The Board delegates other specific responsibilities to its principal Committees: the Audit Committee; the Nomination Committee;
and the Remuneration Committee. The details of the Board Committees and their activities are set out on pages 78 to 105.
The Board is ultimately responsible for oversight of the Group’s environmental initiatives and climate-related risks and opportunities,
including oversight of the Group Environmental Committee. Further details regarding governance in this area are given in the
Sustainability section on pages 40 and 41.
The Board delegates day-to-day management of the Group to the Executive Directors. Detailed management accounts and
operational reports are distributed to the Board on a monthly basis, in addition to information prepared for presentation at regular
Board meetings.
During 2025, Board and Committee meetings have been held via a combination of video and in-person attendance at the 4imprint
London office. The October 2025 strategy day and Board meeting was held at the 4imprint offices in Oshkosh, Wisconsin.
A table detailing the number of Board and Committee meetings held during the period and attendance by Directors at those
meetings is set out below:
Scheduled
Board
meetings
Supplementary
Board
meetings
Audit
Committee
meetings
Nomination
Committee
meetings
Remuneration
Committee
meetings
3
Supplementary
Remuneration
Committee
meetings
3
Number of meetings in 2025 7 2 3 2 3 3
P. Moody 6 1 3* 1* 3* 2*
K. Lyons-Tarr 7 1 3* 1* 3* 2*
M. Brukwicki
1
7 1 3* 1* 3* 1*
L. Beardsell 7 2 3 2 3 3
J. Gibney 6 2 3 2 3 3
J. Rabadia 7 1 3 2 3 3
C. Southall 7 2 3 2 3 3
D. Seekings
2
2 1 1* – 1* 1*
* By invitation.
1 Michelle Brukwicki was appointed CFO effective 1 May 2025. Prior to this she attended Board and Committee meetings by invitation.
2 David Seekings stepped down as CFO and a member of the 4imprint Board on 1 May 2025.
3 None of the Executive Directors were present at the time at which the Remuneration Committee considered and made decisions regarding their remuneration.
All Board and Committee meetings are minuted by the Company Secretary and these minutes are formally approved at the following
meeting. Board minutes contain details of the Directors’ decision-making processes and any concerns raised by Directors.
Board Committees
The Board has three permanent Committees, being the Audit Committee, the Nomination Committee and the Remuneration Committee.
Other than the Committee members, further participants may attend by invitation of the Committee Chair. Each Committee’s roles and
responsibilities are set out in formal terms of reference which were reconsidered and approved by the Board at its meeting on 9 December
2025. Reports from each of these Committees are provided on pages 78 to 1
05.
Board information and support
The Chair, in conjunction with the Company Secretary, ensures that the Board receives accurate, timely and clear information. In advance
of each meeting, the Board receives an agenda for the meeting, minutes of the previous meeting, detailed financial information on
the performance of the business and items for discussion. This enables the Directors to make informed decisions on the corporate
and business issues under consideration. Additionally, all Directors have access to senior management should they require additional
information on the items to be discussed.
The Company provides resources, as appropriate, to enable Directors to update their skills and knowledge, including an induction
programme for new Directors joining the Board. Independent professional advice is available to all Directors as required, at the
Company’s expense. All Directors have access to the advice and services of the Company Secretary and may address issues to the
Senior Independent Non-Executive Director, if required. The Non-Executive Directors meet from time to time without the Executive
Directors being present.
Directors’ conflicts of interest
The Companies Act 2006 codifies the duty of the Directors to avoid a situation in which they have, or could have, an interest that conflicts,
or may possibly conflict, with the interests of the Company. A Director will not be in breach of that duty if the relevant matter has been
authorised in accordance with the Articles of Association by the other Directors. Each Director has confirmed that they are aware of the
need to notify the Company of any potential conflict of interest and have confirmed that no such conflicts of interest currently exist.
Strategy and culture
• Reviewed and approved the Group’s continuing organic
growth strategy.
• Supported management in navigating the business
through the challenging and volatile trading conditions
experienced in 2025 and managing the impacts of US
tariff policy.
• Ongoing review of the people and infrastructure
investment requirements of the business.
• Monitored and reviewed the marketing portfolio,
including the continued investment in brand-
relatedactivities.
• Reviewed and discussed Company culture, including
approving the relocation of office-based team
members from a leased space in downtown Oshkosh,
Wisconsin to the recently expanded distribution centre,
providing more opportunities and better facilities
forcollaboration.
• Continued to invest in responsible sourcing and
sustainability initiatives, including projects to reduce
greenhouse gasemissions.
Finance
• Reviewed and approved full-year and half-year results
and Annual Report and Accounts.
• Reviewed and approved the 2026 budget and three-
year plan.
• Considered and approved trading updates during
theyear.
• Reviewed the Group’s capital allocation framework
andpriorities.
• Approved dividends paid in 2025 including a special
dividend paid in June 2025.
• Implemented the new Long-Term Incentive Plan (LTIP)
with share award grants made for the first time in
March 2025.
Governance
• Succession planning including the recruitment of Paul
Forman as Chair Designate to succeed Paul Moody in
March 2026.
• Supported Michelle Brukwicki in her role as CFO
Designate and on appointment as CFO in May 2025.
• Supported the ongoing development of the senior
management organisational structure.
• Monitored Group environmental and sustainability
initiatives, including GHG target setting and emissions
reduction planning; supplier monitoring and auditing
programme; and further expansion of the Better
Choices
®
programme.
• Annual Board visit to principal business in Oshkosh.
• External Board Evaluation and internal
Chairmanassessment.
• Reviewed and updated the Group’s key corporate
policies and procedures including the 4imprint Code
ofConduct.
Risk management
• Reviewed principal risks and uncertainties.
• Consideration of material risks for the Group.
• Regular review of Group risk matrix and internal
control effectiveness, including reports from the
Director of Group Internal Audit and the Business
Risk Management Committee.
• Regular review of emerging risks.
• Continued development of internal control procedures
anddocumentation.
• Implementation of requirements to comply with the
new failure to prevent fraud legislation and preparation
to implement the new provision 29 of the UK Corporate
Governance Code 2024.
76 77
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CORPORATE GOVERNANCE
The Board reviews the independence of the Non-Executive Directors on an ongoing basis including reviewing whether any Non-Executive
Director has any business relationships, family relationships, financial interests, cross-directorships or any other relationship with the
Company that could influence their independence. In addition, as Paul Moody had served on the Board for more than nine years,
in accordance with the Code, the Board reassessed his independence. Following these reviews, the Board considers that Paul Moody,
Lindsay Beardsell, John Gibney, Jaz Rabadia, Tina Southall and Paul Forman are independent for the purposes of the Code (see the
Nomination Committee Report for further details on the process undertaken to assess theindependence of the Directors).
BOARD ACTIVITIES IN 2025
STATEMENT ON CORPORATE GOVERNANCE CONTINUED
Principal risks and uncertainties
Throughout the period ending 27
December 2025, and in accordance with
provision 28 of the Code, the Board has
carried out a robust assessment of the
principal risks and uncertainties and the
possible emerging risks facing the Group,
including those that would threaten its
business model, future performance,
solvency or liquidity. This is described in
the Risk Management and Principal Risks
& Uncertainties sections on pages 54
to65.
Going concern and viability
The Board has considered the Group’s
and Company’s ability to continue as
a going concern and has assessed
the future prospects of the Group in
accordance with provisions 30 and 31 of
the Code. The going concern and viability
statements are set out on pages 52
and53.
Board performance review
The Code requires the Board to
conduct an external evaluation of the
performance and effectiveness of the
Board and its Committees every three
years. An external independent Board
performance review was undertaken
in 2025, led by The Trusted Advisors
Partnership Ltd (TAP), and which followed
the CGI Principles of Good Practice
for Listed Companies Using External
BoardReviewers.
The review took the form of detailed
qualitative one-to-one interviews
between TAP and each Board member
and the Company Secretary, with the
aim of identifying themes, activities
and priorities that merited further
discussion and consideration by the
Board. The discussions focused on the
following areas: strategy; chair succession
and organisational resilience; crisis
management; ESG; and governance and
Board composition. TAP presented their
conclusions and recommendations to
the Board for discussion at the October
2025 Board meeting, which were then
considered as part of the setting of new
Board objectives for 2026.
Following on from the external Board
performance review, in November
2025, the Senior Independent Non-
Executive Director undertook a further
assessment of the performance of
the Chairman throughout 2025. This
assessment took the form of individual
discussions between the Senior
Independent Non-Executive Director
and each Board member. The feedback
from the assessment was presented
in a report to the Board and discussed
at its December 2025 meeting. The
feedback on the Chairman was positive
and complimentary, with Board members
being fully satisfied with his performance
during 2025.
Corporate Governance Policies
In November 2025, the Company
launched its new Code of Conduct to all
employees. As part of the preparation for
this, management undertook a detailed
review of all corporate policies and
updated these as required. The following
policies were reviewed and approved by
the Board in their August 2025meeting:
– Anti-Fraud, Bribery and Economic
Crime Policy;
– Sanctions Policy;
– Speaking Up and Non-Retaliation
Policy (Whistleblowing);
– Disclosure Policy (Internal
andExternal);
– Dealing Policy and Code; and
– Conflict of Interest Policy.
In addition, on an annual basis, the
following Company Statements are
reviewed and approved by the Board:
– Environmental Principles Statement;
– Social and Ethical Principles
Statement; and
– Inclusion Principles Statement.
Copies of our Code of Conduct,
Corporate Governance Policies, and the
Company Statements can be found on
our investor relations website at https://
investors.4imprint.com.
BOARD PRIORITIES FOR 2026
•
Continue development of the business infrastructure and
talent required to support the future growth ambitions
of the business, whilst maintaining or enhancing the
4imprintculture.
•
Provide support and challenge to management in relation
to ESG initiatives, including:
– initiatives to address our Scope 3 greenhouse
gasemissions;
– initiatives to promote the responsible sourcing
of products;and
– ongoing development of the BetterChoices
®
programme.
•
Finalise the implementation of the processes and controls
to comply with the new provision 29 of the UK Corporate
GovernanceCode 2024.
•
Continue to support the Executive Directors in
navigating the business through the current challenging
economicconditions.
•
Support the induction process for Paul Forman, the Chair
Designate, and support him and the senior management
team as he takes his position on the 4imprint Board.
•
Oversight of the continuing organic growth of the business
by increasing market share.
•
Regular review of the marketing mix and effectiveness
of brandmarketing.
•
Regular review of the Group’s longer-term strategic options,
changes in investor priorities, and other unanticipated
changes in the market or economic environment.
•
Consideration of potential future ‘headline’ performance
targets and timeframes for communication externally,
dependent on the macroeconomic environment.
The Board is committed to guarding
against any form of modern slavery or
human trafficking taking place in any
part of its business operations or in the
Group’s supply chain. Inaccordance with
section 54(1) of the Modern Slavery Act
2015, our slavery and human trafficking
statement is published annually on the
Company’s website and can be found at
https://investors.4imprint.com/modern-
slavery-statement. TheModern Slavery
Statement in respect of the financial year
ended 27December 2025 was approved
by the Board at its March 2026meeting.
Engagement with stakeholders
The Board is committed to its
responsibilities to all of its stakeholders,
including: Shareholders; team
members; customers; suppliers; and the
communities in which it operates; and
strives to ensure effective engagement
with, and encourage participation from,
each of these groups. The Directors are
mindful of these responsibilities and
consider them as part of their decision-
making process. The Companies Act 2006
s172 Statement on pages 66 to 68 sets
out how the Board has engaged with
these different stakeholder groups.
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CORPORATE GOVERNANCE
78
NOMINATION COMMITTEE REPORT
2025 highlights
– Successfully recruited Paul Forman as Chair Designate
in a recruitment process undertaken in conjunction with
the Senior Independent Non-Executive Director.
– Supported the induction process for Michelle Brukwicki
following her appointment as CFO on 1 May 2025.
– Supported management in the ongoing development of
the Group’s organisational structure, strengthening senior
management resource as well as building resilience in
thebusiness.
– Continued to review succession planning for the Board
and key senior management.
– Visited the Oshkosh site to enhance engagement
between the Board and members of the senior
management team.
2026 priorities
– Support Paul Forman with his induction and transition
to the role of Chair.
– Support the Executive Directors as they continue to
embed the larger senior leadership team and updated
organisational structure.
– Develop further opportunities for Board engagement
with members of the senior management team to assess
the internal talent pool.
Chair’s overview
As Chair of the Nomination Committee (the “Committee”), I am pleased
to present my report for 2025. The focus of the Committee in the year
has been the recruitment of a new Chair following the decision in early
2025 that Paul Moody would step down from the Board before the
2026 AGM. The Committee has also supported the induction of Michelle
Brukwicki who was appointed CFO on 1 May 2025 and the ongoing
development and expansion of the senior management team.
Committee membership and
responsibilities
I have Chaired the Committee since
18 May 2021. The other members of
the Committee during the period were
John Gibney, Lindsay Beardsell and Jaz
Rabadia. All Committee members are
independent Non-Executive Directors.
Paul Moody (Non-Executive Chairman
of the Company) and the Executive
Directors are usually invited to attend
formal meetings of the Committee.
The Company Secretary also attends
themeetings.
The Committee meets as frequently as
is required to fulfil its duties. During the
period ended 27 December 2025, there
were two meetings of the Committee.
Details on attendance of meetings of the
Committee are set out in the Statement
on Corporate Governance, found on
page75.
The responsibilities of the Committee
include:
– reviewing the structure, size
and composition (including the
skills, knowledge, experience and
diversity) of the Board and making
recommendations to the Board with
regard to any changes;
– ensuring plans are in place for
orderly succession to Board and
senior management positions and
overseeing the development of a
diverse pipeline for succession;
– identifying and nominating candidates
for the approval of the Board to fill
Board vacancies as and when they
arise; and
– making recommendations to the
Board concerning membership of the
Audit and Remuneration Committees,
and any other Board Committees as
appropriate, in consultation with the
Chair of those Committees.
The Committee ensures that Directors
are appointed to the Board on merit,
against objective criteria and with due
regard to ensuring that the Board
shows a balance of skills, knowledge and
experience. The Committee has terms
of reference which were considered and
approved by the Board at its meeting
on 9 December 2025. These terms
of reference can be found on
our investor relations website at
https://investors.4imprint.com/
governance/the-board.
Main activities of the Committee
The Committee’s principal activities
during the year included the following:
– successfully recruiting Paul Forman
as Chair Designate. It was reported
in last year’s Nomination Committee
Report that, having served for over
nine years on the 4imprint Board,
Paul Moody would stand down as
Chair by the 2026 AGM. John Gibney,
as Senior Independent Non-Executive
Director, led the process to recruit
a new Chair, supported by the
Committee. Odgers Berndtson, an
independent recruitment company
having no connection to the Company
or its Directors, was engaged by the
Committee to undertake an executive
recruitment search for potential
Chair candidates. The Committee was
involved in all stages of the process,
from the design of the job description,
review of the long list and short
list of candidates, and interviewing
candidates. The current Chair did not
participate in discussions on Chair
succession during Committee or
Board meetings. As a result of this
process, the Committee was pleased
to recommend to the Board the
appointment of Paul Forman as the
new Chair. Following Board approval,
on 3 December 2025, the Company
announced that Paul Forman was
to be appointed an independent
Non-Executive Director and Chair
Designate with effect from 1 January
2026 and Chair of the Board with
effect from 16 March 2026, when
Paul Moody will step down as Chair
and from the Board. Paul Forman’s
biography can be found on page 73;
– following the successful recruitment
of Michelle Brukwicki as CFO
Designate in December 2024,
Michelle was appointed as CFO and
a member of the Board with effect
from 1 May 2025. On the same date,
David Seekings stepped down as
CFO and from the Board, and retired
from the Group on 30 June 2025.
Throughout 2025, the Committee has
supported Michelle with her induction
and throughout her first months
asCFO;
– supporting the Executive Directors
with their continued organisational
restructuring designed to increase
business resilience. This included
further recruitment at the senior
management level to fill skills gaps,
and enabling senior employees to
diversify their roles and experience.
The Committee is dedicated
to ensuring that an effective
succession plan is maintained, and
the restructuring aims to develop
potential internal candidates for
future appointments up to, and
including, the Board; and
– Board visit to the Oshkosh site
in October 2025 offering the
opportunity for face-to-face
interaction with members of
the senior management team.
ACommittee meeting was held
duringthis visit.
80 81
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CORPORATE GOVERNANCE
Appointment and replacement
ofDirectors
Directors may be appointed by the
Company by ordinary resolution or by
the Board. A Director appointed by the
Board holds office only until the next
AGM and is then eligible for election by
the Shareholders.
At every AGM of the Company, all
Directors put themselves forward for
re-election. The office of Director shall
be vacated if he or she: (a) resigns or
offers to resign and the Board resolves
to accept such offer; (b) is, or has
been, suffering from mental or physical
ill health; (c) becomes bankrupt or
compounds with creditors generally; (d) is
prohibited by law from being a Director;
(e) ceases to be a Director by virtue of
the provisions of the Companies Act; or
(f) is removed from office pursuant to the
Articles of Association.
All Non-Executive Directors have written
letters of appointment. The terms and
conditions for the appointment of Non-
Executive Directors are available for
inspection at the Company’s registered
address (during normal working hours)
on request.
Full biographies of each Director can be
found on pages 72 and 73. The Board is
satisfied that, having been subject to a
recent performance evaluation in relation
to the fulfilment of their s172 duty, each
Director seeking re-election continues to
be an effective member of the Board.
Independence of Directors
The Code states that at least half the
members of the boards of public
companies in the FTSE 350, excluding
the Chair, should be independent non-
executive directors, meaning that those
directors should be independent in
character and judgment, and free from
relationships or circumstances which are
likely to affect, or could appear to affect,
their judgment.
The independent Non-Executive Directors
play a key role in ensuring the maintenance
of high business standards, assist in
the formation of strategy and provide a
constructive and experienced perspective.
The Board reviews the independence of
the Non-Executive Directors on an ongoing
basis, including reviewing whether any
Non-Executive Director has any business
relationships, family relationships, financial
interests, cross-directorships or any other
relationship with the Company that could
influence their independence, and their
responses to a detailed independence
questionnaire. Following these reviews,
the Board considers that Paul Moody,
Lindsay Beardsell, John Gibney, Jaz Rabadia,
Tina Southall and Paul Forman are
independent for the purposes of theCode.
In determining that Paul Moody
remains independent for the purposes
of the Code, the Board additionally
considered if his tenure on the Board,
being more than nine years, had
impaired, or could appear to impair, his
independence. The Board’s conclusion
that Paul is independent is based on
his independence from the Executive
Directors and senior management
team, his continued demonstration
of effective challenge and objective
judgment in Board and committee
discussions, his strength of character,
and the absence of any conflicts arising
from business or personal relationships
havingbeenidentified.
The Board manages a succession plan
for Board members which considers
the balance of skills of the Board,
the tenure of existing Non-Executive
Directors and the Company’s strategy
andinclusionprinciples.
NOMINATION COMMITTEE REPORT CONTINUED AUDIT COMMITTEE REPORT
2025 highlights
– Reviewed and monitored the Group’s risk management
and internal control framework and effectiveness of
internal controls.
– Continued to monitor the progress in preparing for
provision 29 of the updated UK Corporate Governance
Code 2024 (the “2024 Code”).
– Oversaw the implementation of processes and controls
to comply with the requirements of the ‘failure to prevent
fraud’ offence introduced in the Economic Crime and
Corporate Transparency Act (2023) (ECCTA).
– Confirmed compliance with the requirements
of the Audit Committees and the External Audit:
MinimumStandard.
– Continued oversight of the development of the internal
audit function within the business, including a review of
the Group’s resilience to potential cyber attacks.
2026 priorities
– Oversee the implementation of activities to comply with
the material internal controls provision of the 2024 Code
(provision 29).
– Continue to focus on the Group’s principal risks,
including management’s response to the uncertain
external macroeconomic environment and evolving
cyber threats.
– Oversee the continued development of the internal audit
function within the business, ensuring that it supports the
business in developing its risk management capabilities
and internal control environment.
Diversity and inclusion
The Committee complies with the Code
provision that boards should consider
the benefits of diversity, including gender
and ethnicity, when making appointments
and to ensuring diversity, not just at
Board level, but also across the Group’s
seniormanagement.
The Committee understands the
importance and beneficial effect of
diversity within the workforce and aims
to foster a culture that recruits, develops
and promotes team members at all levels
regardless of background. The Group is
committed to promoting the principle
of equal opportunity and to combatting
discrimination throughout its workforce
as well as in senior management, and
no applicant or employee receives less
favourable treatment on the grounds
of nationality, age, gender, sexual
orientation, religion, race, ethnicity or
disability. The Group recognises its
responsibility to disabled persons and
endeavours to assist them to make their
full contribution at work.
Details of the current gender and
ethnic diversity of the Board and senior
management team are provided on page
24. The Committee’s aim as regards the
composition of the Board is that it should
have a balance of experience, skills and
knowledge to enable each Director
and the Board to discharge their duties
effectively. The Committee agrees that
it is appropriate that it should seek to
have diversity on its Board; however, it
does not consider that this can be best
achieved by establishing specific quotas
and appointments will continue to be
made based on merit, with diversity
inmind.
More information about the Company’s
people and culture can be found in the
Sustainability section on pages 22 to 25.
TINA SOUTHALL
CHAIR OF THE NOMINATION
COMMITTEE
10 March 2026
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CORPORATE GOVERNANCE
This report explains how the Committee
has discharged its responsibilities during
2025, specifically in relation to financial
and narrative reporting, significant
financial reporting matters, external and
internal audit, and risk management
and internal control. The volatile and
uncertain economic conditions, changes
to corporate governance requirements,
and the continued development of
the Group’s risk, internal control and
assurance activities, have all been key
considerations for the Committee.
The Committee has considered the
requirements of the Audit Committees
and the External Audit: Minimum
Standard (the “Standard”) and confirmed
its compliance.
Committee membership and
responsibilities
All members of the Committee are
independent Non-Executive Directors
and collectively have recent and relevant
financial, risk management and sector
experience. There were no changes to
the Committee in the period. Committee
member biographies and attendance at
meetings can be found on pages 72 to
73 and 75.
The Board maintains the view that I
have the recent and relevant financial
knowledge and experience required to
Chair the Committee. I am a qualified
Chartered Accountant and have
previously held the positions of Non-
Executive Director and chair of the Audit
Committee at PureCircle PLC, Dairy Crest
PLC and C&C Group plc.
At my invitation, and to maintain effective
communication, the Chairman of the
Board, other independent Non-Executive
Directors, Chief Executive Officer, Chief
Financial Officer and external auditor,
Ernst & Young LLP (EY), attend all
meetings. Other attendees include the
Group Financial Controller, Company
Secretary and Director of Group Internal
Audit. At the end of each meeting, EY and
the Director of Group Internal Audit are
given the opportunity to discuss matters
with the Committee without executive
management being present. EY and the
Director of Group Internal Audit also have
direct access to me, and the Committee,
should they wish to discuss matters
outside of the scheduled meetings.
The Committee meets three times
each year and has an agenda linked to
events in the Group’s financial and risk
calendar and any emerging regulatory
or businessissues.
The Committee is ultimately responsible
for oversight and monitoring of the
financial reporting and risk and control
framework. The Committee fulfils this
remit by undertaking the following roles
and responsibilities:
– monitoring the integrity of the
financial statements and any
announcements relating to its
financial performance, reviewing
significant financial reporting
judgments contained within them
and having regard to matters
communicated to it by the
externalauditor;
– reviewing the content of the Annual
Report & Accounts and advising
the Board on whether, taken as
a whole, they are fair, balanced
and understandable, and provide
the information necessary for
Shareholders to assess the Group’s
position and performance, business
model and strategy;
– assessing the appropriateness of
the adoption of the going concern
basis of accounting in annual and
interim financial statements and
reviewing the assessment of the
Group’sprospects;
– monitoring the effectiveness of
the Group’s risk management and
internal control framework, and
providing the Board with assurance
that appropriate risk management
systems and effective controls are
inplace;
– reviewing and approving the internal
audit plan and assessing the
independence and effectiveness of
the function, its work and resources;
– making recommendations to the
Board about the appointment,
reappointment and removal of
the Group’s external auditor and
approving their remuneration and
terms of engagement;
– reviewing the effectiveness of the
external audit process and reviewing
and monitoring the independence
and objectivity of the external auditor;
– maintaining and recommending to
the Board the Group’s policy on the
provision of non-audit services by the
external auditor, including approval of
non-audit services by the Committee
and specifying the types of non-audit
service to be pre-approved, and
assessing whether any non-audit
services provided have a direct
or material effect on the audited
financial statements; and
– reporting formally to the Board on
its proceedings after each meeting
and on how it has discharged
itsresponsibilities.
Chair’s overview
As Chair of the Audit Committee (the “Committee”), I am pleased to
present the Committee’s report for the period ended 27 December
2025. The Committee continues to fulfil an important oversight role,
monitoring the effectiveness of the Group’s risk management and
internal control framework, and the integrity of its financial reporting.
AUDIT COMMITTEE REPORT CONTINUED
Financial and narrative reporting
The Group has appropriate processes
and controls in place to support the
financial reporting process and provide
reasonable assurance that the financial
statements are prepared in accordance
with applicable standards. This
includes the different levels of review,
preparation of management papers for
material judgments and completion of
disclosurechecklists.
The Committee reviewed and discussed
with management and the external
auditors the full and half-year results
announcements, the Annual Report &
Accounts, and the going concern and
viability statements. These reviews
considered the appropriateness of
the accounting principles, policies
and practices adopted in the financial
statements and the proposed changes
to them, significant accounting issues
and areas of judgment and complexity
(set out below), and the integrity of the
financial and non-financial information.
The Committee also considered the
reports from EY summarising their work
undertaken in respect of the year-end
audit and the outcome of discussions
on their key audit matters.
In recommending the results
announcements, Annual Report &
Accounts, and the going concern and
viability statements to the Board for
approval, the Committee satisfied
themselves that:
– the financial statements appropriately
address the critical judgments
and key estimates both in respect
of the amounts reported and
the related disclosures in the
financialstatements;
– the processes used for determining
the value of the assets and liabilities
have been appropriately reviewed,
challenged and are sufficiently robust;
– the key assumptions driving the
financial forecasts used in the going
concern and viability statements are
reasonable; and
– the Annual Report & Accounts, taken
as a whole, are fair, balanced and
understandable.
Fair, balanced and understandable
In assessing whether the Annual
Report & Accounts are fair,
balanced and understandable, the
Committeeconsidered:
– its review of the Annual Report &
Accounts and the appropriateness
consistency, balance and
understandability of key messages;
– feedback provided by Shareholders
on the Group’s Annual Report &
Accounts and trading updates, and
information received by the Board
throughout the period;
– climate-related disclosures, including
those in relation to the TCFD and
The Companies (Strategic Report)
(Climate-related Financial Disclosure)
Regulations 2022 reporting
requirements;
– the processes underpinning the
compilation of the Annual Report &
Accounts and the Group’s reporting
governance framework;
– the use and disclosure of alternative
performance measures and its belief
that these measures are necessary
to aid users’ understanding of the
business; and
– the reviews and findings of the
Group’s external auditor.
Taking the above into account, together
with the views of EY and discussions
with management, the Committee
recommended to the Board that
the 2025 Annual Report & Accounts,
taken as a whole, are fair, balanced
and understandable, and provide the
information necessary for Shareholders
to assess the Group’s position
and performance, business model
andstrategy.
Significant financial
reportingmatters
Specific audit and accounting matters
reviewed by the Committee were:
Revenue
The Committee, having confirmed with
management that there have been no
changes in the Group’s performance
obligations or promises to customers,
and how these are fulfilled in its ‘drop-ship’
sales transactions, satisfied itself that the
Group continues to act as principal in
providing goods to customers and should,
therefore, recognise the gross amount of
consideration as revenue.
Impact of uncertain
macroeconomic conditions
andclimate change
The impact of the current uncertain
macroeconomic conditions and longer-
term impact of climate change have been
considered in the preparation of the
financial statements. The Committee has
reviewed and challenged the material
assumptions in the forecast financial
performance and cash flows of the Group
that underpin management estimates,
as well as the critical revenue accounting
judgment and disclosures in relation
to going concern, viability, adequacy of
provisions and potential impairments,
and is satisfied that they are appropriate.
Going concern and viability
The Committee reviewed and challenged
management forecasts for the Group’s
future cash flow performance and
considered various downside scenarios
with severe, but plausible, stress tests
linked to the Group’s principal risks and
uncertainties considered to pose the
greatest threat to the business model
and the Group’s prospects, and the
outcomes of the reverse stress tests that
modelled the decline in revenue and
increase in product costs (that are not
passed onto customers) that the Group
could absorb without any mitigating
actions being taken.
Following a review of the Group’s
principal risks, appropriateness of
assumptions and outputs of the
forecasts, including the outcomes from
the stress tests linked to the downside
scenarios and reverse stress tests
on revenue and product costs, and
the mitigating actions available to the
Group, should they be necessary, the
Committee recommended to the Board
that the adoption of the going concern
basis for both the half-year and full-year
results was appropriate and that they
have a reasonable expectation that the
Group and Company will continue to
operate and meet its liabilities over the
viability review period. The Committee
also reviewed and recommended to the
Board the going concern and viability
disclosures included in the Annual Report
& Accounts.
84 85
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CORPORATE GOVERNANCE
External audit
Tender and rotation
The Company complies with the
provisions of the Statutory Audit Services
for Large Companies Market Investigation
(Mandatory Use of Competitive Tender
Processes and Audit Committee
Responsibilities) Order 2014 (the “Order”)
and undertook a competitive tender
process in 2018, described in the 2018
Annual Report & Accounts. Following
this process, EY was appointed as the
Group’s external auditor at the 2019
AGM for the financial year commencing
30December2018.
In accordance with the Order, which
states that a competitive tender process
should be completed at least every ten
years, the Company plans to undertake
a retender process for the audit during
2028 for the 2029 Annual Report &
Accounts. This will enable the Company
to select a preferred audit firm before the
start of that year. This timing will ensure
compliance with the requirements of
the Order and enable any transition to
a new external auditor, if applicable, to
be undertaken in a timely and efficient
fashion and is, therefore, considered
to be in the best interests of the
Company’sShareholders.
Jon Killingley was appointed as the
partner in charge of the audit for
the 2024 financial year commencing
31December 2023. Jon’s tenure will
be limited to five years in line with EY’s
rotation policy and UK audit regulation;
the 2025 audit was Jon’s second year
incharge of the audit.
Scope of the external audit plan
and fee proposal
The Committee reviewed and approved
EY’s audit planning report and fee
estimate for the 2025 financial year and
monitored the execution of the audit
plan throughout the process.
Independence and objectivity
To fulfil its responsibility of maintaining
and safeguarding the independence
and objectivity of the external auditor,
the Committee considered:
– changes and rotation of external audit
team members in the audit plan for
the current year;
– reports from management and the
external auditor describing their
respective arrangements to identify,
report and manage any conflicts
ofinterest;
– whether or not the level of challenge
to matters of significant audit risk
and the degree of professional
scepticism applied by the auditor
were appropriate; and
– the nature and extent of non-audit
services, if any, provided by the
external auditor.
Non-audit work
The Group’s policy on external audit
prohibits certain types of non-audit work
from being performed by the external
auditor, particularly in cases where
the external auditor’s independence
and objectivity would be put at risk.
Before any significant non-audit work is
commissioned, the nature and extent of
such work is considered, initially by the
Chief Financial Officer and the Company
Secretary, to determine if such work
would put at risk the external auditor’s
independence and objectivity. This
process includes discussion with the
audit partner at EY. The matter is then
referred to the Committee for approval,
prior to commissioning.
No non-audit services were provided
by EY during the period. Details of fees
paid to EY for the period ended 27
December 2025 are shown in note 2 of
the consolidated financial statements.
Effectiveness of the external
auditprocess
The Committee monitored and assessed
the effectiveness of the external audit
process throughout the year. The
Committee considered:
– the relevant skills and experience of
the external audit partner and team,
and their knowledge of the business;
– the external auditor’s planning report
detailing the scope of the audit,
materiality, identification of areas of
audit risk and audit timelines;
– the execution of the audit plan;
– feedback from senior management
and the external auditor about the
audit process;
– the robustness of the external auditor
in challenging the key judgments and
accounting estimates;
– recommendations made by the
external auditor in their management
letters and the adequacy of
management’s response; and
– the content, insight and value of the
external auditor’s reports.
After considering the factors noted above,
its interactions with EY throughout the
year, and feedback from management
through discussion and their papers
to the Committee, the Committee was
satisfied that the external audit process
was effective. Accordingly, the Committee
has recommended the reappointment
of EY as external auditor to the Board.
The Committee confirms that this
recommendation is free from influence
by any third party and no contractual
term of the kind mentioned in Article
16(6) of the Audit Regulation has been
imposed on the Company.
Risk management and internal
control
The Committee assists the Board in
fulfilling its responsibilities to maintain
effective governance and oversight
of the Group’s risk management and
internal control framework by providing
assurance that the Group has appropriate
risk management systems and effective
controls in place, and agreeing the
activities of the internal audit function.
AUDIT COMMITTEE REPORT CONTINUED
The control system of the Group is
intended to mitigate, rather than
eliminate, the risk of failure to meet the
Group’s objectives and any such system
can only provide reasonable and not
absolute assurances against material
misstatement or loss.
The Group operates a continuous
process of identifying, evaluating and
mitigating the significant risks faced by
each business and the Group as a whole.
This includes:
– a defined organisational structure
with appropriate delegation
ofauthority;
– formal authorisation procedures
forinvestments;
– clear responsibilities on the part of
management for the maintenance
of effective financial controls and the
production and review of detailed,
accurate and timely financial
management information;
– the control of financial risks through
clear authorisation levels;
– identification of financial, operational,
reporting and compliance
risks, including fraud risks, and
the development of controls
and mitigation plans by senior
management;
– regular reviews of both forward-
looking business plans and historical
performance; and
– regular reports to the Board from the
Executive Directors.
The internal controls extend to the
financial reporting process and the
preparation of the consolidated financial
statements. The basis of preparation of
the consolidated financial statements is
set out on page 120.
The Committee received regular updates
from the Business Risk Management
Committee (BRMC) on the Group’s
progress in preparing for the updated
requirements in provision 29 of the
2024 Code and the implementation
of appropriate processes, controls
and monitoring activities to meet the
requirements of the new ‘failure to
prevent fraud offence’ introduced in
theECCTA.
The Group’s risk management and
internal control framework will continue
to be monitored and reviewed by the
Board through the Committee, which will,
where necessary, ensure improvements
are implemented.
Internal audit
The internal audit function spans the
whole Group and provides independent
advice and assurance to the Committee
over the effectiveness of risk management
processes, internal controls and
mitigations, and key business processes as
determined through a risk-based approach.
The Committee discusses and agrees
the scope and resourcing of the internal
audit plan with the Director of Group
Internal Audit at its December meeting
and reviews and monitors the following
through the year:
– the delivery of the agreed work
programme;
– summaries of each internal
audit review and resulting
recommendations;
– the status of open internal audit
actions and any changes to
deadlines;and
– the results of regular audit testing
of internal controls over financial
reporting and IT general controls.
The Committee reviews the
independence and effectiveness of the
internal audit function and approves the
Internal Audit Charter on an annual basis.
Whistleblowing
The Group has a Whistleblowing Policy
(which is available on the Company’s
website and included in supplier
agreements) containing arrangements
for reporting to an independent service
provider, in confidence, complaints on
accounting, employment matters, risk
issues, internal controls, auditing issues
and related matters. The channels
for reporting include phone, text or
a web-based form with an option for
anonymity. Any reported concerns are
monitored by Legal, Human Resources,
and Internal Audit, and appropriately
investigated. Following the investigation,
any substantiated reports are actioned
and process improvements identified.
The programme is monitored, including
with the use of benchmarking, by senior
management through the BRMC. The
Committee receives a report from the
BRMC annually as to the year’s activity.
Significant issues are escalated to the
Audit Committee, as appropriate.
Assessment of risk management
and internal control systems
In assessing the effectiveness of the
Group’s risk management procedures
and internal controls, the Committee
received regular reports from the BRMC
and Director of Group Internal Audit
and considered the external auditor’s
review of internal controls and audit
highlightsmemoranda.
The reports from the BRMC and internal
audit provide detailed information
on: the Group’s principal risks and
uncertainties; emerging risks; results of
internal audit reviews; the effectiveness
of mitigating activities and key controls;
any control failings and weaknesses; the
categorisation and disclosure of risks in
results announcements and the Annual
Report & Accounts; and updates on
changes in the corporate governance
landscape. A description of the risk
management process and the principal
risks and uncertainties facing the Group
can be found in the Strategic Report on
pages 54 to 65.
Considering the factors outlined above,
and in the absence of any material
matters having been identified, the
Committee continues to have a high
degree of confidence in the effectiveness
of the Group’s risk management and
internal controls.
JOHN GIBNEY
CHAIR OF THE AUDIT COMMITTEE
10 March 2026
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CORPORATE GOVERNANCE
86
ANNUAL STATEMENT BY THE CHAIR OF THE
REMUNERATION COMMITTEE
2025 highlights
– Implemented the new 2025 Long-
Term Incentive Plan (LTIP) and
rolled out a successful launch to
the senior leadership team.
– Monitored performance of
the 2025 LTIP and agreed the
performance criteria for the
2026LTIP.
– Agreed a new annual bonus
structure for 2026 using
independent performance metrics.
– Reviewed governance, regulatory
and investor developments on
executive compensation matters.
– Considered broader employee pay
and conditions.
2026 priorities
– Ensure successful implementation
of the new 2026 bonus structure
and communication to participants.
– Review the Remuneration Policy
in advance of its renewal at the
2027AGM.
– Monitor business performance
against 2026 bonus and
outstanding LTIP award targets
during the year.
– Continue to consider employee pay
at all levels of the organisation.
– Continue to monitor governance,
regulatory and investor
developments on executive
compensation.
Key remuneration principles
The Committee’s long-held view
regarding remuneration is that it
should be:
– competitive when compared to
organisations of a similar size,
complexity and type;
– linked to the long-term strategy
ofthe Group;
– clear, easy to understand and
motivational;
– structured to not promote
unacceptable behaviour or
encourage unacceptable risk-
taking; and
– structured to avoid reward
forfailure.
Chair’s overview
As Chair of the Remuneration Committee (the “Committee”), I am
pleased to present the Directors’ Remuneration Report for the year
ended 27 December 2025.
The report contains:
– this Annual Statement, which
summarises the remuneration
decisions made during the year and
the context in which these decisions
have been taken;
– a copy of the current Remuneration
Policy, which was approved by
Shareholders at the 2024 AGM; and
– the Annual Report on Remuneration
for the year ended 27 December
2025 (see pages 96 to 105), which
details how our Remuneration
Policy was implemented in the year
ended 27 December 2025 and
how we intend to implement our
Remuneration Policy in 2026.
Business context for executive
remuneration
The Committee considers a range of
factors when making pay decisions
for the Executive Directors and senior
management, including the recent
financial and operational performance
ofthe Group.
During 2025, the Group’s financial
performance was impacted by a volatile
macroeconomic environment, which
included evolving tariff policy and general
market uncertainty. Despite these
challenges, the Group has delivered
a strong and resilient performance
delivering solid financial results, whilst
positioning the business to take
advantage of opportunities that will
present themselves as economic and
market conditions improve.
For 2025, the financial results of the
business included:
– Group revenue of $1.35bn
(2024:$1.37bn);
– operating profit of $145.2m
(2024:$148.1m);
– basic earnings per share of 404.4c;
– 2025 interim dividend paid of 80.0c
(60.1p) per share; final dividend
proposed of 160.0c (119.4p) per share;
– continued investment in marketing
and people to position the business
well for future growth; and
– retaining a strong financial position
and good liquidity with cash and bank
deposits at the year-end of $132.8m.
Committee decisions and
undertakings in 2025
Base salary
As disclosed in last year’s report,
the Executive Directors received no
increase in their base salary for the 2025
financialyear.
Annual bonus
In January 2025, the Committee approved
the annual bonus plan for 2025. As in
previous years, the bonus was based
on revenue and operating profit
performance for the North American
business, assessed using a performance
grid, with targets set relative to budget.
Revenue for the North American
business for 2025 was $1,322m and
operating profit was $152m, both of
which are below the threshold required
to deliver a bonus payment per the 2025
performance grid.
At its meetings in December 2025 and
January 2026, the Committee discussed
the annual bonus performance out-
turn in the context of overall Group
performance and the experience of
key stakeholders during 2025. The
Committee agreed that it would be
appropriate in the circumstances to
exercise its discretion to award an annual
bonus to the Executive Directors of 30%
of base salary (20% of maximum). This is
equal to the minimum/threshold level of
bonus payout that would have been paid
had the revenue and operating profit
thresholds been met.
The Committee acknowledges that
the annual bonus grid construct, with
interdependent metrics, is unusual in
UK market practice and has provided a
further level of complexity in determining
performance outcomes and setting
performance targets in recent years. The
Committee has, therefore, reviewed the
annual bonus structure and has agreed a
revised annual bonus construct for 2026.
LTIP
During 2025, our first LTIP was launched
with awards being granted to Michelle
Brukwicki and members of the senior
management team. Kevin Lyons-Tarr
opted not to participate in the 2025 LTIP.
As disclosed in last year’s report, Michelle
Brukwicki was provided with a buy-out
package designed to compensate her
for the loss of her outstanding incentive
awards from her previous employer.
Further details can be found in the
Annual Report on Remuneration.
Committee decisions and
undertakings for 2026
Base salary
At its meeting in December 2025, the
Committee agreed that there should be
a 3% increase to the base salary of the
Chief Executive Officer and the Chief
Financial Officer for 2026, in line with that
received by the wider workforce.
Annual bonus
At its meeting in January 2026, the
Committee approved a new structure
for the 2026 annual bonus plan in
order to create a more market typical
structure. The metrics of revenue and
operating profit will remain the same as
for previous plans, but the metrics will
be assessed independently, with a 50/50
weighting. The annual bonus opportunity
will remain 150% of base salary, in
line with the Remuneration Policy.
Further details in relation to the 2026
annual bonus plan can be found in the
Implementation of Policy in 2026 section.
LTIP
Kevin Lyons-Tarr and Michelle Brukwicki
will participate in the 2026 LTIP with a
maximum potential award of 150% of
base salary, in line with our approved
Remuneration Policy.
Performance measures are the same as
for the 2025 LTIP, being cumulative basic
earnings per share and relative Total
Shareholder Return with a weighting
of 75/25. The award for threshold
performance is 25% of maximum with
straight-line vesting between threshold
and maximum vesting. Performance will
be measured over a three-year period
and a two-year holding period will apply
to vested shares.
Performance targets for the 2026 LTIP
were set by the Committee at its January
2026 meeting. Further details in relation
to the 2026 LTIP can be found in the
Implementation of Policy in 2026 section.
TINA SOUTHALL
CHAIR OF THE REMUNERATION
COMMITTEE
10 March 2026
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CORPORATE GOVERNANCE
This report sets out the information required by the Companies Act
2006, Schedule 8 of the Large and Medium-sized Companies and Groups
(Accounts and Reports) (Amendment) Regulations 2013, Listing Rules of
the Financial Conduct Authority and the UK Corporate Governance Code
(the “Code”). This report is unaudited except where otherwise stated.
An ordinary resolution to approve this report will be put to the AGM
on 20 May 2026.
Remuneration governance
Committee membership and responsibilities
I have Chaired the Remuneration Committee since 18 August 2023.
The other members of the Committee during the period were John
Gibney, Lindsay Beardsell and Jaz Rabadia. All Committee members
are independent Non-Executive Directors. Paul Moody (Non-
Executive Chairman of the Company) and the Executive Directors
are usually invited to attend formal meetings of the Committee.
The Company Secretary also attends the meetings.
The Committee meets as frequently as is required to fulfil its
duties. During the period ended 27 December 2025, there
were six meetings of the Committee. Details on attendance of
meetings of the Committee are set out in the Statement on
Corporate Governance, found on page75.
The responsibilities of the Remuneration Committee include:
– determining the policy for Directors’ remuneration and
setting remuneration for the Company’s Chairman, Executive
Directors, senior management, and the Company Secretary,
in accordance with the Principles and Provisions of the Code;
– establishing remuneration schemes that promote long-term
shareholding by Executive Directors that support alignment
with long-term Shareholderinterests;
– designing remuneration policies and practices to support
the strategy and promote long-term sustainable success,
with executive remuneration aligned to Company purpose
and values, and clearly linked to the successful delivery of
the Company’s long-term strategy; and
– to determine the targets for any performance-related bonus
and share incentive plans operated for Executive Directors
and seniormanagement.
REMUNERATION REPORT
The Committee has terms of reference which were considered
and approved by the Board at its meeting on 9 December 2025.
These terms of reference can be found on our investor relations
website at https://investors.4imprint.com/governance/the-board.
The remuneration of Non-Executive Directors is determined
by the Non-Executive Chairman of the Board and the Executive
Directors.
In exercising its responsibilities and carrying out key decisions,
the Remuneration Committee is mindful of the size and
structure of the Company’s businesses. It regularly assesses the
remuneration of Executive Directors and senior management in
the context of the remuneration of the wider workforce and of
the Company’s actual and projected growth and profitability.
The Remuneration Committee also considers the value generated
for Shareholders, and engages, as appropriate, with Shareholders
and other stakeholders to explain and discuss existing policy and
future decision making.
Willis Towers Watson are engaged as remuneration consultants
to the Committee. Fees paid to Willis Towers Watson during
2025 were £28,323 (2024: £24,423).
Remuneration Policy
The following section sets out 4imprint Group plc’s Directors’ Remuneration Policy (the “Policy”) which was approved by Shareholders
at the 2024 AGM.
Principles of Policy
The Committee is made up entirely of independent Non-Executive Directors to avoid any conflicts of interest and no individual is
present at a Committee meeting where their own remuneration is discussed. The Committee ensures that it is kept up to date with
published guidance from investors, Shareholder representative bodies and current market practice, so that it can bear these factors
in mind when formulating and making decisions in connection with the Policy.
The guiding principles underlying the Policy are:
(i) remuneration should be competitive when compared to remuneration in organisations of similar size and complexity in the
relevant external market, without paying more than is necessary;
(ii) subject to satisfying (i) above, remuneration should be considered in the context of wider employee pay and conditions and
Shareholder views;
(iii) packages should be structured so that remuneration is aligned to both the strategy of the Company and long-term growth
in Shareholder value;
(iv) each element of the remuneration package should be clear, easy to understand and motivating;
(v) the overall package should be designed to take account of the performance of the business and to respond to regulatory
changes but not to promote undesirable behaviour or to encourage unacceptable risk taking; and
(vi) packages should be structured to avoid reward for failure.
Executive Director Policy table
Element and purpose Opportunity Operation Performance measures
Base salary
Enables 4imprint to
attract and retain
executive talent
Base salaries are reviewed
annually however increases are
notautomatic.
Base salary adjustments reflect
various factors, including increases
for other employees across the
4imprint business; individual and
Company performance; changes
in role and responsibilities; and
pay at companies of a similar size
and complexity in the relevant
externalmarket.
Base salaries should be
competitive when compared to
similar roles at organisations of a
similar size and complexity in the
relevant externalmarket.
Base salary increases are also
considered in the context
of the value ofthe total
remunerationpackage.
Base salary increases will not
normally exceed the average
increase awarded to the wider
workforce. However, in exceptional
circumstances salary increases
may exceed this level.
Not applicable.
Retirement
benefits
To provide a
competitive level of
retirement benefit in
order to attract and
retain executive talent
Executive Director retirement
benefits are limited to the
opportunity offered to the local
workforce. This is currently capped
at 5% of base salary per annum.
Executive Directors are eligible
either (i) to participate in local
Company pension arrangements,
or (ii) subject to the discretion
of the Committee, to receive
a salary supplement in lieu of
pension contributions (which is
not taken into account as salary
for calculation of annual bonus, or
otherbenefits).
Not applicable.
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CORPORATE GOVERNANCE
Element and purpose Opportunity Operation Performance measures
Other benefits
To maintain
competitiveness
in attracting and
retainingtalent
Benefit values are set at an
appropriate level taking into
account market practice.
The Committee reserves the
discretion to approve a higher
level of benefits if it is considered
by the Committee to be necessary,
appropriate and in the best
interests of the Company and its
stakeholders. For example, this
may include additional benefits to
cover the cost of relocation.
Typical benefits may include: (i)
company car or car allowance
paid in cash; (ii) private medical
insurance for the executive and
his/her family; (iii) life assurance
of up to four times base salary;
(iv) income protection insurance;
and (v) access to independent
professional advice when
necessary.
Other benefits may also be offered
in line with those offered to other
employees, such as paid holiday.
The benefits offering may differ
to reflect the market practice of
the country of employment or
domicile of the individualDirector.
Not applicable.
Deferred Bonus
Plan (DBP)
To encourage
share ownership
and to incentivise
and reward strong
annualperformance
The ongoing maximum potential
annual bonus opportunity is 100%
of base salary for 2024.
However, the Policy provides
the Committee with an overall
maximum of 150% of base
salary for use in future years,
for example, in a recruitment
scenario, or in order to maintain
the competitiveness of the
bonus relative to the market
taking into account Company
and individual performance and
the potential value of the rest
of the remuneration package.
See Recruitment Policy for further
details.
The award for on-target
performance is 50% of base
salary where awards are made in
line with the ongoing maximum
opportunity of 100% of salary.
Where the overall maximum
of 150% is employed, the on-
target bonus opportunity may be
increased to 50% of the maximum,
being 75% of base salary.
For 2024 and future years in
which Executive Directors do
not participate in the Long-Term
Incentive Plan (LTIP):
50% of the annual bonus is
delivered incash.
50% of the annual bonus is deferred
into share awards (generally nil-cost
options, conditional share awards
or other forms to meet regulatory
or business needs) for five years
following the date of grant. See
Leaver Policy for exceptions to this
rule.
To the extent an Executive
Director participates in the LTIP:
Two thirds of the annual bonus
will be delivered in cash.
One third of the annual bonus
will be deferred into share
awards (generally nil-cost options,
conditional share awards or
other forms to meet regulatory or
business needs) for three years
following the date of grant. See
Leaver Policy for exceptions to this
rule.
Cash bonus and deferred share
awards are typically allocated to
participants following the audit
of the Annual Report & Accounts
in the March following the
performanceperiod.
The number of nil cost options or
conditional share awards is based
on the share price on 31December
of the financial year to which
annual performance relates.
The cash bonus and deferred
share awards are subject to
clawback and malus provisions.
See notes to thetable.
Performance may be
assessed using financial and
non-financialmeasures.
Financial performance
measures may include:
profitability, revenue growth,
cash generation, or other
financial metrics that are
aligned to the business
strategy. Financial objectives
generally account for the
majority of the annual bonus
performance assessment.
Non-financial, corporate
objectives may also be used,
such as environmental, social
and governance (ESG) metrics
to the extent that they align
with the Board’s strategy
and are deemed to enhance
prospective long-term growth
in Shareholder value.
Performance measures and
targets are generally set
at the start of the financial
year to reflect the Group’s
strategicpriorities.
Once awarded, the deferred
component of the annual
award will not be subject to
further performance targets.
REMUNERATION REPORT CONTINUED
Element and purpose Opportunity Operation Performance measures
Long-Term
Incentive Plan
(LTIP)
To encourage share
ownership and to
incentivise and reward
strong long-term
performance
The ongoing maximum potential
LTIP opportunity is 200% of base
salary, however the Committee
may determine award values
within thismaximum.
The award for threshold
performance is 25% of maximum
with straight-line vesting between
threshold and maximum vesting.
For 2024, the current Executive
Directors will not participate in
theLTIP.
To the extent LTIP awards
are granted in future years,
performance will be measured
over a three-year period and a
two-year holding period will apply
to vested shares, normally on a
net-of-taxbasis.
In line with the DBP, share
awards are typically allocated to
participants following the audit
of the Annual Report & Accounts.
The LTIP share awards are subject
to clawback and malus provisions.
See notes to the table.
Performance may be assessed
using financial and non-
financial measures. Financial
measures will normally govern
the majority of theaward.
Financial performance
measures may include
profitability or other financial
metrics that are aligned to the
business strategy as well as
Total Shareholder Return.
Non-financial, corporate
objectives may also be used,
such as ESG metrics to the
extent that they align with
the Board’s strategy and
are deemed to enhance
prospective long-term growth
in Shareholdervalue.
Performance measures and
targets are generally set at
the start of the financial year
of the award to reflect the
Group’s long-term strategic
priorities and are measured
over a three-yearperiod.
All Employee
SharePlans
To encourage
employee share
ownership and
reward long-term
valuecreation
Employees (including Executive
Directors) may save an agreed
monthly amount, and options are
normally granted at a discount
of up to 20% to thecurrent
shareprice.
Savings are capped at an agreed
monthly contribution rate, and the
option price is set at the outset of
theplan.
Periodic employee share option
plans open to all employees are
operated in the 4imprint Group.
These take the form of HMRC
approved Sharesave plans in the
UK, and equivalent plans in the US.
Not applicable.
Share ownership
guidelines
Provides alignment
with Shareholders
whilst encouraging
sustainable, long-term
value creation
Executive Directors are expected
to maintain a holding of shares in
the Company of at least 200% of
annual base salary.
Executive Directors are
also expected to maintain a
shareholding of at least 200% of
base salary for two years following
cessation of employment.
At least 50% of any vested share
awards (net of tax) from incentive
arrangements are expected to
be held in order to accumulate
the recommended personal
shareholding.
Executive Directors will have until
their fifth annual bonus share
award grant to accumulate their
shareholding.
The post-employment
shareholding guideline
will be enforced through
contractualmeans.
Not applicable.
Executive Director Policy table continued
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CORPORATE GOVERNANCE
Notes to the Policy table
Remuneration
Committee
discretion
When assessing incentive plan results and performance, the Committee retains the discretion to adjust
incentive plan outcomes in exceptional circumstances if it considers that the outcome does not reflect the
overall performance of the Group over the performance period, or that the outcome is inappropriate in the
context, due to circumstances that were unexpected or unforeseen at the date of grant.
Malus and
clawback
Malus and clawback provisions apply to both cash and deferred share elements of the DBP and to shares
under the LTIP.
Malus includes the reduction (including to nil) of in-year and/or future year bonus amounts and the
forfeiture or withholding of unvested deferred shares and LTIP share awards. Clawback involves the
recovery of annual bonus and LTIP amounts that have been paid. Clawback may apply to cash bonus
payments made up to two years after the relevant payment date and for deferred shares and LTIP
awards that vested up to five years from the relevant grant date. These provisions may be invoked by the
Committee if it deems this to be appropriate in the context of one or more ‘trigger’ events. These include:
• Material misstatement (including omission) in the Company’s accounts.
• The bonus/award was based on an error, or inaccurate or misleading information.
• Serious misconduct.
• Corporate failure.
• Serious reputational damage.
Discretion to
amend the future
operation of the
DBP and LTIP
In the event of a variation in share capital or other event that may affect the share price, the number
of shares subject to an award may be adjusted.
Dividend
equivalent
payments
Share-based awards under the LTIP may include the right to receive dividend equivalent payments to the
extent the awards vest.
Minor amendments
to the Policy and
remuneration
under previous
arrangements
Minor changes may be made to the Policy for regulatory or administrative purposes without seeking further
Shareholder approval for such an amendment.
The Committee may make payments notwithstanding that they are not within the current Policy if they were
agreed before:
• The Company’s first remuneration policy subject to binding Shareholder approval came into effect;
• This Policy came into effect (provided they are in line with the remuneration policy at
the time of agreement); or
• Promotion (of the individual to which the payment relates) to the Board of Directors.
Performance
measures
The Committee has selected financial measures as the primary method of determining performance,
as these metrics directly affect Shareholder value. The Committee, when setting the relevant targets,
takes into account the Company’s business plan and internal and external forecasts for the business.
Strategic performance conditions are set in line with the Company’s business plan and strategic priorities.
At the end of the performance period, the Committee will review performance against targets and may
adjust formulaic outcomes for reasons such as (but not limited to) disposals, acquisitions and changes
in accounting treatment, if it is considered necessary for a fair outcome in the context of wider Company
performance. Where discretion is exercised the rationale and adjustment will be disclosed in the relevant
Annual Report.
REMUNERATION REPORT CONTINUED
Executive Director service contracts
Executive Directors have rolling service contracts, notice periods are twelve months from the Company and six months from the
Executive Director. Any new Executive Director would be appointed on similar terms. The Executive Directors’ service contracts are
available for inspection at the Company’s registered office.
Executive Director Recruitment Policy
The following guidelines are followed by the Committee when considering the pay and employment terms for a new
ExecutiveDirector:
– the Committee aims to pay no more than is necessary to secure the right talent for the business;
– the ongoing remuneration policy for any new Executive Director will align to the Remuneration Policy for Executive Directors
as set out in this Policy;
– base salaries are set at a market rate in order to attract the appropriate person. Factors to be taken into account include: the
individual’s previous salary and remuneration package; the skills and experience of the individual; the salary of the previous role
incumbent; and pay at organisations of a similar size, complexity and sector in the relevant external market; and
– special arrangements may be made for a new Executive Director in order to secure their appointment. These may include:
– the Committee may choose to provide additional compensation for incentive awards forfeited by the executive upon joining
4imprint. In such cases, we would seek to apply similar conditions to forfeited awards, including: performance conditions;
vesting and holding periods; and form of award. Any ‘buyout’ payment will be reduced by an equivalent amount in the event
the Executive Director’s former employer pays a portion of the remuneration that was deemed foregone. Where possible,
existing incentive plans will be used to satisfy such awards; however, in the event that this is not appropriate, the Committee
retains the right to use the Listing Rules exemption 9.4.2 for the purposes of a buyout award. There is no specified limit to the
value of buyout awards; however, the Committee will rigorously consider the appropriate value so as not to pay more than the
compensation being forfeited. Malus and clawback provisions would normally apply to buyout awards, for the same reasons
asdetailed under the DBP and LTIP;
– the overall maximum incentive opportunity that may be offered upon recruitment is 350% of base salary. This comprises
an increased award under the DBP of 150% of base salary and an LTIP award of up to 200% of salary; and
– for external and internal appointments, the Committee may agree that the Company will meet certain relocation expenses
and legal fees as it considers to be appropriate. Assistance will be subject to reasonable clawback for service of less than
twelvemonths.
Corporate events
Upon a takeover, unvested deferred share awards under the DBP would normally vest in full immediately. Unvested share awards
under the LTIP would normally vest (and be released) early. The proportion of any unvested LTIP awards, which vest will be
determined by the Committee, taking into account: the extent to which the Committee deems any performance conditions applicable
to awards have been satisfied; the underlying performance of the Company and the participant; such other factors the Committee
considers in its opinion to be relevant; and, unless the Committee determines otherwise, the proportion of the performance period,
which has elapsed. Awards may be exchanged to the extent that an offer to exchange awards for new awards is made and accepted
by the award holder.
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CORPORATE GOVERNANCE
Executive Director Leaver Policy
Element / provision Policy
Contractual
notice period
and loss of office
compensation
• Twelve months’ notice from the Company and six months from the Executive Director.
• Executive Directors may be required to work during their notice period or take ‘gardening leave’.
Payments in lieu of notice may also be made.
• Contractual non-competition payments may be made on a monthly basis for the twelve months
following termination of employment subject to mitigation.
• Contractual termination payments for Executive Directors include base salary, retirement and
otherbenefits.
Treatment of
bonuses
• Normally, an Executive Director may, at the Committee’s discretion, receive a bonus for the year in
which the Executive Director leaves, although US-based Executive Directors are entitled to continue to
participate in the bonus plan up to the date of termination of employment (subject to the satisfaction of
performance requirements). Any such bonus award may be paid in such proportions of cash or shares
as the Committee may determine.
• For ‘good leavers’ unvested deferred share awards will normally continue to vest as if the Executive
Director had not left, with the Committee retaining the discretion to accelerate the vesting of awards
where the Committee considers it appropriate (for example, if the Executive Director dies or has a
terminal illness). ‘Good leaver’ reasons are defined as: injury, ill health, disability, redundancy, retirement
(as agreed by the Company), the company or business for which the Executive Director works being sold
out of the 4imprint Group, death or such other circumstances as the Committee may determine.
• Leavers for any other reason would result in no bonus being paid, and any unvested deferred share
awards would lapse.
Treatment of LTIP
• An unvested award will usually lapse when an Executive Director ceases to be an employee or director
of the Group.
• If, however, an Executive Director ceases to be an employee or director of the Group because of their
ill health, injury, disability, retirement, redundancy, the sale of their employing company or business
out of the Group or in other circumstances at the discretion of the Committee (i.e. they leave as a
‘good leaver’), their award will normally continue to vest on the date when it would have vested and
be released from any relevant holding period on the date when it would have been released if they
had not ceased to be an employee or director of the Group. The extent to which awards normally
vest in these circumstances will be determined by the Committee, taking into account the satisfaction
of the performance conditions applicable to awards measured over the original performance period,
the underlying performance of the Company and the Executive Director and such other factors the
Committee considers, in its opinion, relevant.
• The Committee retains discretion to allow the award to vest (and be released) following the Executive
Director ceasing to be an employee or director of the Group, taking into account any applicable
performance conditions measured up to that point.
• Unless the Committee decides otherwise, the extent to which an award vests will also take into account
the proportion of the performance period which has elapsed when the Executive Director ceases to be
an employee or director of the Group. The period over which a ‘recruitment award’ will normally be time
pro-rated will be determined at the time of grant and will normally replicate the approach to time pro-
rating applied to the award in respect of which the ‘recruitment award’ was granted.
• If an Executive Director dies, their award will vest (and, where subject to a holding period, be released)
on the date of their death on the basis set out for other ‘good leavers’ above. Alternatively, the
Committee may decide that unvested awards will vest (and, where subject to a holding period, be
released) on the date they would have if the Executive Director had not died on the basis set out for
other ‘good leavers’ above.
• If an Executive Director ceases to be an employee or director of the Group during a holding period in
respect of an award for any reason other than summary dismissal, their award will normally be released
at the end of the holding period, unless the Committee determines that it should be released when the
participant ceases to be an employee or director of the Group. If a participant dies during the holding
period, their award will be released on the date of death (unless the Committee decides it will be
released at the end of the normal holding period).
• If an Executive Director is summarily dismissed, any outstanding awards they hold will
lapseimmediately.
REMUNERATION REPORT CONTINUED
Consideration of employee conditions in the wider Group
The Board (and, therefore, each Committee member) receives a report for its consideration at its meeting in January in respect of
current salary levels, bonus entitlements, annual pay review and bonus proposals. This is accompanied by a verbal update from
the CEO. In combination, this annual update enables the Committee to take into account conditions in the wider workforce when
considering executive pay actions.
In addition, we have a dedicated Non-Executive Director who is responsible for championing the interests of team members
(our ‘Employee Voice’) and who reports back to the Board on initiatives such as the employee engagement survey results.
The remuneration package available to Executive Directors under the Policy is broadly in line with the remuneration package afforded
to our other employees. All employees (including Executive Directors) are entitled to participate in the Company’s Sharesave plans
in the same way. Employees may receive discretionary bonuses based on their performance, although in the case of Executive
Directors and other members of senior management, part of any bonus earned is deferred into awards of the Company’s shares.
Athree-year deferral period applies to awards for senior management and currently a five-year deferral period applies to awards
for ExecutiveDirectors.
More information about how we engage with our team members can be found on page 66 of the Annual Report.
Consideration of Shareholder views
The Committee actively seeks and listens to Shareholder views on 4imprint’s executive remuneration arrangements on an ongoing
basis. In developing the latest Policy, the Committee undertook a significant consultation with Shareholders and carefully considered
the views put forward. Following the feedback received, the Committee reviewed the position on post-cessation share ownership for
Executive Directors and decided to extend the Policy guidelines to a 200% of salary holding for a full two years post cessation to align
with the Investment Association guidance and accepted best practice.
Non-Executive Director remuneration
Element and purpose Fees are aimed at attracting and retaining high-quality and experienced Non-Executive Directors,
with fee levels reflecting the time commitments and responsibilities of theroles.
Non-Executive Directors are paid a basic fee which is delivered in cash. Additional fees may be paid for
responsibilities of the Senior Independent Director (SID) and for Committee chairs.
Operation Fee levels are reviewed periodically by the Board to maintain competitiveness relative to other listed
companies of a similar size, complexity and type.
Non-Executive Directors do not participate in any incentive schemes and do not receive a pension.
Opportunity Fees payable to Non-Executive Directors cannot exceed the maximum that is set out in the Company’s
Articles of Association. The Company does not adopt a quantitative approach to pay positioning
and exercises judgment as to what it considers to be reasonable in all the circumstances as
regardsquantum.
Non-Executive Director letters of appointment
Non-Executive Directors are generally appointed for a period of three years, subject to annual re-election. Non-Executive Directors’
appointments may be terminated without notice by either party.
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CORPORATE GOVERNANCE
Annual Report on Remuneration
Directors’ remuneration – single total figure (audited information)
The Executive Directors, who are based in the US, are paid in US dollars; Non-Executive Directors, who are all based in the UK,
are paid in Sterling.
Base
salary
3
Benefits
Annual
bonus
Long-term
Incentives
4
Pension Total
Fixed
pay
Variable
pay
Executive Directors $ $ $ $ $ $ $ $
K. Lyons-Tarr
2025 571,784 19,682 169,579 – 14,000 775,045 605,466 169,579
2024 569,631 18,298 169,579 – 13,800 771,308 601,729 169,579
M. Brukwicki
1
2025 307,308 16,658 94,000 – 7,492 425,458 331,458 94,000
2024 – – – – – – – –
D. Seekings
2
2025 134,793 8,393 37,684 – 5,392 186,262 148,578 37,684
2024 379,754 23,794 113,052 – 13,686 530,286 417, 2 34 113,052
Non-Executive Directors £ £ £ £ £ £ £ £
P. Moody
2025 198,000 – – – – 198,000 198,000 –
2024 192,150 – – – – 192,150 192,150 –
L. Beardsell
2025 56,650 – – – – 56,650 56,650 –
2024 55,000 – – – – 55,000 55,000 –
J. Gibney
2025 73,650 – – – – 73,650 73,650 –
2024 71,500 – – – – 71,500 71,500 –
J. Rabadia
2025 56,650 – – – – 56,650 56,650 –
2024 55,000 – – – – 55,000 55,000 –
C. Southall
2025 73,650 – – – – 73,650 73,650 –
2024 71,500 – – – – 71,500 71,500 –
1 Michelle Brukwicki was appointed as Chief Financial Officer and Executive Director on 1 May 2025. Details of her remuneration package and buyout package were
included in the 2024 Annual Report. The table above shows her remuneration from 1 May 2025.
2 David Seekings stepped down as Chief Financial Officer and from the Board on 1 May 2025. Details of his payments for the period as Chief Financial Officer are
included in the table above. Payments up to the date of his retirement on 30 June 2025 are provided under ‘Payments to past Directors’.
3 The base salary figure for Kevin Lyons-Tarr includes vacation payout of $6,522 received in the year. The base salary figure for David Seekings includes vacation payout
of $4,348 received in the period to 1 May 2025.
4 2025 was the first year of the LTIP, therefore, no awards vested during the year. The Buyout awards for Michelle Brukwicki that were disclosed in last year’s report
were granted prior to her appointment as Executive Director. For more details see the CFO Buyout awards section.
Salaries
Kevin Lyons-Tarr, Michelle Brukwicki and David Seekings received no increase in their base salary for the 2025 financial year.
Their base salaries for 2025 were:
Executive Director Annual base salary for 2025
Kevin Lyons Tarr – CEO $565,262
Michelle Brukwicki – CFO from 1 May 2025 $470,000
David Seekings – CFO to 1 May 2025 $376,841
Pension and benefits
The Executive Directors’ pension and other benefits are the same as that offered to the wider workforce. Benefits include medical
and other health insurance, short and long-term disability benefits and life assurance.
Short and long-term incentives
Deferred Bonus Plan (DBP)
The Executive Directors participate in an annual variable incentive plan through which they may receive an annual bonus, a proportion
of which is deferred into shares through the award of conditional share awards.
– For Kevin Lyons-Tarr, half of the 2025 annual bonus is paid in cash, and half is deferred into shares with a deferral period of five
years from the date of grant of the award.
– For Michelle Brukwicki, two-thirds of the 2025 annual bonus is paid in cash and one-third is deferred into shares with a
deferral period of three years from the date of grant of the award. This is in line with our Remuneration Policy, as Michelle also
participates in the LTIP.
– For David Seekings, the outgoing Chief Financial Officer, the 2025 annual bonus will be paid 100% in cash as is permitted under
our policy for leavers. The bonus amount was calculated pro-rata to 30 June 2025, the date he retired from the Company.
Operation of the DBP
Bonus outcomes under the DBP are variable and depend on the achievement of stretching performance targets based on the
financial results of the Group’s North American business.
The measures used to assess the performance of the Executive Directors were chosen specifically to align with the Group’s strategic
objectives (see pages 9 to 11). These objectives can be summarised as:
– expansion of market share in large, fragmented, and attractive markets through organic revenue growth; and
– investment in primarily marketing-based initiatives designed to maximise growth potential up to the point at which this
investment no longer produces an acceptable return.
Accordingly, the Committee agreed the following performance measures as most likely to incentivise an optimum outcome in
alignment with the Group’s strategic priorities.
– Revenue growth. This is the primary driver in meeting the Group’s market share expansion targets and as such serves as a key
measure in calculating incentive remuneration outcomes.
– Operating profit. The inclusion of this measure ensures that the marketing investment to build a strong and growing customer
file is accompanied by an appropriate financial return.
Bonus out-turn under each performance measure is contingent on the performance of the other given the key role that both
measures play in ensuring an appropriate balance designed to meet 4imprint’s strategic priorities.
REMUNERATION REPORT CONTINUED
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CORPORATE GOVERNANCE
Short and long-term incentives continued
Target setting process and outcomes
The specific bonus targets for 2025 were set by the Committee at its meeting in January 2025, with reference to the 2025 budget approved
by the Board. As the bonus measures and targets are inter-related, they are best expressed in a grid format. The performance grid
approved by the Committee in January 2025 is set out below.
2025 Plan Threshold Target Maximum
Revenue target ($m) 1,355 1,365 1,385 1,400 1,410 1,425 1,445 1,465
Op. profit $160m
minimum 40% 55% 70% 85% 105% 130% 150% 150%
Op. profit $157m
minimum 30% 45% 60% 75% 90% 110% 135% 150%
Op. profit $154m
minimum 0% 30% 45% 60% 75% 100% 130% 150%
Revenue growth % vs
2024 1% 2% 3% 4% 5% 6% 8% 9%
Revenue growth vs 2024
($m) 15 25 45 60 70 85 105 125
Note: Table shows bonus outcome as a % of base salary.
Based on the 2025 performance grid:
– if operating profit was below $154m, no bonus would be payable regardless of revenue performance;
– if revenue growth was below 1% no bonus would be payable regardless of operating profit performance; and
– revenue growth of 4% and operating profit of $157m would have resulted in the Executive Directors earning an on-target bonus
of 75% of base salary with lower and higher combinations of the two measures producing outcomes ranging from 30% of base
salary for threshold performance to 150% of base salary for maximum performance.
As noted in the ‘Annual Statement by the Chair of the Remuneration Committee’, revenue for the North American business for 2025
was $1,322m and operating profit was $152m. Both metrics narrowly missed the thresholds required to deliver a bonus payment per
the 2025 performance grid. The threshold revenue target was $1,355m (FY25 achievement was 98% of threshold) and the threshold
operating profit target was $154m (FY25 achievement was 99% of threshold). Achievement under both measures was equal to 98%
of prior-year results, for which both revenue and operating profit represented record highs for the Group.
At its meetings in December 2025 and January 2026, the Committee discussed the annual bonus performance out-turn taking into
account a range of factors. This included:
– overall Group performance;
– the impact on our financial results of volatile macroeconomic conditions that were unforeseen at the time that targets were set
and outside of management’s control, including evolving tariff policy and general market uncertainty in North America where 98%
of our revenues are generated;
– the proximity of actual results to threshold performance targets;
– the level of stretch baked into our annual budget and performance targets; and
– the experience of key stakeholders during 2025 including our employees and Shareholders.
The Committee agreed that it would be appropriate in the circumstances to exercise its discretion to award an annual bonus to the
Executive Directors of 30% of base salary. This is equal to the minimum/threshold level of bonus payout that would have been paid
had the revenue and operating profit thresholds been met. The discretionary payout awarded to the Executive Directors, at 20% of
their maximum opportunity, was lower than the 40% of maximum awarded to the senior management team.
For Kevin Lyons-Tarr, the bonus will be payable 50% in cash and 50% in the form of conditional share awards with a vesting period of
five years. As Michelle Brukwicki also participates in the LTIP, in line with the Remuneration Policy, her bonus will be payable two-thirds
in cash and one-third in the form of conditional share awards with a vesting period of three years. The bonus for David Seekings,
the outgoing CFO, will be paid 100% in cash, calculated pro rata to the date of his retirement from the Company on 30 June 2025.
The annual bonus (both cash and deferred share awards) is subject to malus and clawback provisions, as set out in the Remuneration
Policy Report. During 2025, neither malus nor clawback provisions were enacted. Clawback may apply to cash bonus payments
made up to two years after the relevant payment date and for deferred shares and LTIP awards that vested up to five years from
the relevant grant date. These time horizons were chosen to align with market practice and provide the Committee sufficient time
to enact the provisions, should they be required.
Long-Term Incentive Plan (LTIP)
In March 2025, an LTIP award was made to Michelle Brukwicki and to other members of the senior management team. Kevin Lyons-
Tarr and David Seekings did not participate in the 2025 LTIP. Michelle was granted an award of 4imprint shares equal to the value of
150% of base salary at grant (this assumes maximum performance). Full details of the 2025 LTIP awards were provided in the 2024
Annual Report.
CFO – Buyout awards
As part of her recruitment, Michelle Brukwicki was granted Recruitment Awards under a Deed of Grant dated 9 December 2024.
These Awards were granted to Michelle to replace outstanding share incentive awards from her previous employer and took the form
of Restricted Stock Units (RSUs) and Performance Stock Units (PSUs). The vesting timeframes mirrored the vesting of the Forfeited
Awards. Full details of the Buyout awards were provided in the 2024 Annual Report.
During 2025, Michelle had the following Buyout awards, which vested in the period.
Maximum number of
4imprint shares at grant
Number of 4imprint
shares vesting Vesting date Additional performance conditions
2022 PSU Award 7, 335 3,667 30 April 2025 Value determined by the Committee
based on the extent to which any
performance conditions relating to the
forfeited award have been satisfied
2022 RSU Award 3,701 3,701 31 May 2025 None
The Committee considered the extent to which the 2022 PSU Award vested taking into account information publicly available to
the Committee relating to the extent to which any performance conditions for the performance period ending 31 December 2024
applicable to the Forfeited Award had been satisfied. The Committee agreed that 3,667 shares from the 2022 PSU Award would vest
on 30 April 2025. These awards had a value of $166,225 at the date of vesting. There were no performance conditions attached to
the 2022 RSU Award, so these awards vested in full on 31 May 2025 with a value of $177,019 at the date of vesting.
Statement of Directors’ shareholdings and share interests (audited information)
Details of the beneficial interests in the number of ordinary shares held in the Company by each Director and their connected
persons are set out below:
Holding at
27 December
2025
Holding at
28 December
2024
Kevin Lyons-Tarr 271,523 271,523
Michelle Brukwicki
1
3,909 –
David Seekings
2
190,900 190,900
Paul Moody 11,000 11,000
Lindsay Beardsell – –
John Gibney 3,000 3,000
Jaz Rabadia – –
Tina Southall 3,000 3,000
1 Michelle Brukwicki was appointed a Director on 1 May 2025. Her shareholding at that date was 1,943 shares.
2 David Seekings stepped down as a Director on 1 May 2025 and his holding is shown at that date, not as at 27 December 2025.
The value of Kevin Lyons-Tarr’s shareholding at the year-end exceeds the 200% of base salary shareholding requirement. Asstated
in the Remuneration Policy, Michelle Brukwicki has until her fifth annual bonus share award grant to accumulate this level of
shareholding. The shareholdings included in the table above are not subject to any further performance conditions.
David Seekings continues to hold sufficient shares to meet the requirements of the share ownership guidelines, after stepping down
as a Director. These requirements will be in place for two years following the end of his employment.
There has been no change in the Directors’ interests in the share capital of the Company from 27 December 2025 to the date of
thisreport.
REMUNERATION REPORT CONTINUED
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CORPORATE GOVERNANCE
Movement in scheme interests during the financial year (audited information)
Scheme interests awarded in the year comprise awards under the DBP and the 2025 LTIP.
In accordance with the rules of the DBP, the intention is to issue deferred shares in 2026 in respect of the 2025 bonus awards.
Details of share awards and options held by the Directors are set out below.
Holding
at 28 Dec
2024
Granted
during the
year Exercised
Forfeited/
expired
Holding
at 27 Dec
2025 Date of grant
Share price
at date of
grant
Exercise
price Vesting date
K. Lyons-Tarr
US ESPP 390 – – (390) – 4 Oct 2023 £49.50 $51.08 12 Dec 2025
DBP 4,920 – – 4,920 28 Mar 2023 £49.00 $nil 28 Mar 2028
DBP 4,643 4,643 28 Mar 2024 £63.40 $nil 28 Mar 2029
DBP 1,393 1,393 26 Mar 2025 £39.60 $nil 26 Mar 2030
M. Brukwicki
2025 LTIP
1
– 15,866 15,866 26 Mar 2025 £39.60 $nil 26 Mar 2028
Buyout awards:
2022 RSU 3,701 (3,701) – 9 Dec 2024 £50.80 $nil 31 May 2025
2023 RSU 9,371 9,371 9 Dec 2024 £50.80 $nil 31 May 2026
2024 RSU 2,831 2,831 9 Dec 2024 £50.80 $nil 31 May 2027
2022 PSU 7,335 (3,667) (3,668) – 9 Dec 2024 £50.80 $nil 30 April 2025
2023 PSU
2
8,081 921 9,002 9 Dec 2024 £50.80 $nil 23 Mar 2026
2024 PSU
2
5,536 630 6,166 9 Dec 2024 £50.80 $nil 30 April 2027
D. Seekings
US ESPP 390 – – (390) – 4 Oct 2023 £49.50 $51.08 12 Dec 2025
DBP
3
3,280 – (3,280) – 28 Mar 2023 £49.00 $nil 28 Mar 2028
DBP
3
3,095 (3,095) – 28 Mar 2024 £63.40 $nil 28 Mar 2029
DBP
3
– 929 (929) – 26 Mar 2025 £39.60 $nil 26 Mar 2030
1 The 2025 LTIP award comprises an initial maximum award of 14,242 shares, plus dividend equivalents of 1,624 shares.
2 The 2023 and 2024 PSU Buyout awards include dividend equivalents granted in the year.
3 With the agreement of the Committee, David Seekings’ DBP share awards vested on his retirement from the Company on 30 June 2025.
Gains made on the vesting of share awards in the period were nil for Kevin Lyons-Tarr (2024: $816,496) and nil for David Seekings
in the period to 1 May 2025 (2024: $544,304). Michelle Brukwicki made a gain of $166,225 on the vesting of the 2022 PSU Award on
30 April 2025 (just prior to her appointment as CFO on 1 May 2025), and a gain of $177,019 on the vesting of the 2022 RSU Award
on 31 May 2025 (2024: nil).
David Seekings DBP shares vested on 30 June 2025 on his retirement from the Company with a gain of $366,296.
None of the terms and conditions of the share awards were varied during the period. In January 2026, the Committee agreed with
Michelle Brukwicki a variation to the vesting date of her 2023 PSU Buyout award, to defer the vesting date from 28 February 2026 to
23 March 2026, so as to fall outside of a close period. The performance criteria for all Directors’ awards and options were consistent
with the Remuneration Policy. Once an award has vested, the award is unconditional, subject to the Rules of the Plan.
Details of share options granted by 4imprint Group plc as at 27 December 2025 are given in note 5 to the financial statements.
Payments to past Directors
David Seekings stepped down as Chief Financial Officer and from the Board on 1 May 2025. In the period from 1 May 2025 to his
retirement from the Company on 30 June 2025, David received salary payments of $57,976, benefits of $4,196 and pension payments
of $2,319. With the agreement of the Committee, David’s DBP share awards vested on 30 June 2025 with a gain of $366,296. David will
also receive a 2025 bonus payment of $56,526 in respect of the six-month period to 30 June 2025, with $37,684 relating to the period
he was a Director and $18,842 relating to the period from 1 May 2025 to 30 June 2025. The bonus will be paid 100% in cash.
There were no other payments to past Directors during the period.
Payments for loss of office
There were no payments for loss of office made during the period.
Performance graph and table
During 2025, the middle-market value of the share price ranged from £30.35 to £60.30 and was £38.55 at the close of business
on 27 December 2025.
Total Shareholder Return
The graph below illustrates the Company’s Total Shareholder Return performance relative to the FTSE 250 Index of which the
Company is a constituent. The graph shows performance of a hypothetical £100 invested over the period.
700
500
600
400
300
200
100
0
Dec
2023
Dec
2025
Dec
2024
Dec
2022
Dec
2015
Dec
2016
Dec
2017
Dec
2018
Dec
2019
Dec
2020
Dec
2021
4imprint Group plc FTSE Small Cap Media FTSE Small Cap FTSE 250
TSR (Rebased to 100)
Total remuneration of the Chief Executive Officer
2016
$’000
2017
$’000
2018
$’000
2019
$’000
2020
$’000
2021
$’000
2022
$’000
2023
$’000
2024
$’000
2025
$’000
K. Lyons-Tarr 652 727 985 769 543 531 1,042 1,118 771 775
Annual variable award
Percentage versus max
opportunity (%) 40 50 100 50
1
n/a n/a 100 100 30 20
Long-term incentive
Vesting rate (%) – – – – – – – – – –
1 In March 2020, Kevin Lyons-Tarr waived his conditional share awards in respect of 2019.
REMUNERATION REPORT CONTINUED
102 103
4imprint Group plc Annual Report & Accounts 20254imprint Group plc Annual Report & Accounts 2025
CORPORATE GOVERNANCE
Relative importance of spend on pay
The table below shows the Group’s actual spend on pay relative to dividends:
2025
$m
2024
$m Change
Wages and salaries 107.3 101.9 5%
Dividends paid 142.8 65.5 118%
Change in remuneration for Directors and all employees
The table below shows the percentage change in Directors’ remuneration (salary, benefits and bonus) compared to the average
remuneration for other 4imprint employees.
Change from 2024 to 2025 % Change from 2023 to 2024 % Change from 2022 to 2023 % Change from 2021 to 2022 %
Base
salary Benefits
Annual
bonus
Base
salary
4
Benefits
Annual
bonus
Base
salary Benefits
Annual
bonus
Base
salary Benefits
Annual
bonus
Executive Directors
Kevin Lyons-Tarr 0 0 0 4 0 -69 7 59 7 0 28 n/a
Michelle Brukwicki
1
n/a n/a n/a – – – – – – – – –
David Seekings
2
n/a n/a n/a 4 8 -69 7 17 7 0 -20 n/a
Non-Executive
Directors
Paul Moody 3 – – 22 – – 5 – – 0 – –
Lindsay Beardsell 3 – – 22 – – 0 – – 0 – –
Charles Brady
3
– – – – – – 0 – – 0 – –
John Gibney 3 – – 59 – – 0 – – 0 – –
Jaz Rabadia 3 – – 22 – – 0 – – 0 –
–
Tina Southall 3 – – 59 – – 0 – – 0 – –
Based on 4imprint
Group plc employees
5
-1 33 79 -10 4 -75 -12 21 -14 -2 -6 n/a
1 Michelle Brukwicki was appointed to the Board on 1 May 2025. Percentage change data is not shown for Michelle Brukwicki as she was not a Director in the prioryear.
2 David Seekings retired from the Board on 1 May 2025. Percentage change data is not shown in the table above for David Seekings as he was not a Director for all
of the period. David did not receive a pay increase on 1 January 2025 and so his base salary change from 2024 was 0%.
3 Charles Brady retired from the Board on 18 August 2023.
4 Following a review by our external remuneration advisers, the relatively larger base salary increases for the Chair and Non-Executive Directors in 2024 reflects the
repositioning of their fees to bring them in line with the lower quartile of the FTSE 250 peer group.
5 As required by the Companies (Directors’ Remuneration Policy and Directors’ Remuneration Report) Regulations 2019, the comparison is with employees of the
parent Company only. 4imprint Group plc had between four and six employees over the periods shown in the table above, which has a distorting effect on the
percentagecalculations.
CEO pay ratio
Year Country Method 25th percentile pay ratio Median pay ratio 75th percentile pay ratio
2025 UK A 16.1 : 1 12.9 : 1 9.6 : 1
2025 US A 14.1 : 1 11.7 : 1 8.7 : 1
2024 UK A 46.4 : 1 36.1 : 1 26.5 : 1
2024 US A 36.3 : 1 30.6 : 1 22.5 : 1
2023 UK A 25.4 : 1 18.6 : 1 13.6 : 1
2023 US A 18.8 : 1 16.0 : 1 11.5 : 1
2022 UK A 18.0 : 1 12.8 : 1 9.5 : 1
2022 US A 12.4 : 1 10.5 : 1 7.5 : 1
2021 UK A 24.4 : 1 18.4 : 1 12.9 : 1
2021 US A 17.7 : 1 14.5 : 1 10.6 : 1
2020 UK A 33.5 : 1 26.5 : 1 19.0 : 1
2020 US A 25.2 : 1 19.9 : 1 14.7 : 1
The pay ratio figures in the tables above are calculated using the following total pay and benefits information:
UK employee figures
Year Supporting information 25th percentile £’000 Median £’000 75th percentile £’000
2025 Salary 29.0 30.9 49.2
Total pay and benefits 31.6 39.3 53.2
2024 Salary 27.2 35.0 47.4
Total pay and benefits 28.4 36.6 49.8
2023 Salary 24.5 33.2 46.3
Total pay and benefits 25.7 35.2 48.2
2022 Salary 22.5 31.3 42.6
Total pay and benefits 23.6 33.2 44.7
2021 Salary 19.2 25.2 36.4
Total pay and benefits 20.2 26.8 38.1
2020 Salary 19.2 24.8 33.5
Total pay and benefits 20.1 25.4 35.4
REMUNERATION REPORT CONTINUED
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4imprint Group plc Annual Report & Accounts 20254imprint Group plc Annual Report & Accounts 2025
CORPORATE GOVERNANCE
US employee figures
Year Supporting information 25th percentile $’000 Median $’000 75th percentile $’000
2025 Salary 46.2 55.1 74.7
Total pay and benefits 47.6 57.3 77.5
2024 Salary 44.3 52.5 71.6
Total pay and benefits 46.0 54.7 74.4
2023 Salary 41.7 48.9 68.2
Total pay and benefits 43.3 50.8 70.8
2022 Salary 41.1 48.2 67.4
Total pay and benefits 42.4 50.0 69.9
2021 Salary 37.1 44.7 61.6
Total pay and benefits 38.2 46.5 64.1
2020 Salary 33.3 42.1 57.8
Total pay and benefits 34.3 43.4 58.9
The data in the tables above has been calculated using Option A, which provides a comparison of the Company’s full-time equivalent
total remuneration for all employees against the CEO’s total remuneration. The calculations have been prepared using an employee
population of 52 UK employees (2024: 53) and 1,499 US employees (2024: 1,498).
The data set included all employees who received a base salary during the year ended 27 December 2025, and were still employed at
that date. Where appropriate, remuneration has been annualised to reflect the full-time equivalent amount, for example for part-time
employees and new starters in the year.
The calculations were carried out by identifying the 25th, 50th and 75th percentile employee, based on total remuneration for the 2025
financial year. The calculation of total remuneration includes base salary and bonuses, benefits, and employer pension contributions
paid in the financial year. In the US data set, owing to the difficulty in compiling the data for each individual, medical and life cover
benefits have been excluded from total remuneration. No other remuneration items have been omitted.
The Committee notes the limited availability of comparable pay ratios across companies and sectors given the range of business
models and employee population profiles that exist.
Statement of voting at general meetings
Votes cast by proxy and in the meeting in respect of Directors’ remuneration were as follows:
Resolution AGM Votes for % for Votes against % against
Votes withheld
(abstentions)
Approval of Remuneration Report 2025 21,625,338 95.21 1,088,575 4.79 1,395
Approval of Remuneration Policy 2024 22,476,596 95.65 1,023,107 4.35 440
Implementation of Policy in 2026
Base salary
At its meeting in December 2025, the Committee agreed that there should be a 3% increase to the base salary of the Chief Executive
Officer and the Chief Financial Officer for 2026. The base salaries for 2026 are as set out in the table below.
Executive Director
Base salary
for 2026
Kevin Lyons-Tarr $582,000
Michelle Brukwicki $484,000
Annual bonus
The Executive Directors are eligible for an annual bonus in 2026 under the DBP. Specific performance targets for 2026 have been set
by the Committee with reference to the 2026 budget approved by the Board. In addition, in its January 2026 meeting, the Committee
approved certain changes to the 2026 bonus plan. Revenue and operating profit will still be the two performance metrics but, in order
to create a more market-typical structure, they will be assessed independently of each other with a 50/50 weighting. The targets for
2026 have been set using consolidated results for the Group compared to prior bonus plans that used the results of the Group’s North
American business only, in order to better align with results that analysts and investors measure.
The specific bonus targets in respect of 2026 performance are not disclosed for reasons of commercial sensitivity but will be disclosed
retrospectively in next year’s Remuneration Report. As at January 2026, the Committee was confident that the targets set were
appropriately stretching.
The maximum annual bonus for the Executive Directors is 150% of base salary and the award for on-target performance is 75%
of base salary. The deferral arrangements for the Executive Directors are aligned to our Remuneration Policy with one-third of the
annual bonus being deferred into shares with a deferral period of three years.
Members of the senior management team will also be eligible for an annual bonus in 2026. Performance measures, targets, and ranges
will be the same as for the CEO and CFO.
LTIP
An LTIP award will be made to Kevin Lyons-Tarr and Michelle Brukwicki in 2026.
They will be granted an award of 4imprint shares equal to the value of 150% of base salary at grant (this assumes maximum performance).
Performance will be assessed over the three financial years 2026, 2027 and 2028. A two-year holding period will apply to vested shares,
normally on a net-of-tax basis. The performance measures and weightings are cumulative basic Earnings per Share (EPS) and relative
Total Shareholder Return (TSR) with a weighting of 75/25, respectively. The vesting for both metrics will be on a straight-line basis between
threshold (vesting at 25% of the maximum opportunity) and maximum (vesting at 100% of the maximumopportunity).
In setting the cumulative basic EPS targets, the Committee considered a range of factors including the budget and three-year business
plan, analyst consensus and historical performance. Relative TSR will be assessed based on an average return index to the start and end
of the performance period relative to the constituents of the FTSE 250 excluding Investment Trusts. The Committee is comfortable that
the targets are sufficiently stretching. The targets have been set by the Committee as follows:
Cumulative basic EPS (US$):
– Maximum performance – $10.3
– Threshold performance – $8.0
Relative TSR (vs constituents of the FTSE 250 excluding Investment Trusts):
– Maximum performance – TSR equal to upper quartile performing constituent of the peer group
– Threshold performance – TSR equal to the median performing constituent of the peer group
Members of the senior management team will also be eligible for an LTIP award for 2026. Performance measures and targets will be
the same as for the CEO and CFO.
Chair and NED fees
At its meeting in December 2025, the Committee approved a 3.5% increase in the Chairman’s annual fee, from £198,000to £205,000
with effect from 1January 2026. This is consistent with theannual fee of the Chair Designate, who was appointed to the Board on
1January 2026.
In addition, at a Board meeting in December 2025, the Non-Executive Chairman and the Executive Directors approved an increase in
Non-Executive Directors’ fees from £56,650 to £59,000 per annum and an increase to the fee payable for each additional role (Senior
Independent Director and Committee Chairs) from £8,500 to £8,800 per annum.
TINA SOUTHALL
CHAIR OF THE REMUNERATION COMMITTEE
10 March 2026
REMUNERATION REPORT CONTINUED
106 107
4imprint Group plc Annual Report & Accounts 20254imprint Group plc Annual Report & Accounts 2025
CORPORATE GOVERNANCE
4imprint Group plc (registered number 00177991) is a public limited company incorporated in England and Wales, domiciled in the UK
and listed on the London Stock Exchange. It is limited by shares. Its registered office is 25 Southampton Buildings, London WC2A 1AL.
About the Directors’ Report
The Company’s Statement on Corporate Governance on pages 74 to 77 is included in the Corporate Governance section of
thisAnnual Report. The Statement on Corporate Governance forms part of the Director’s Report and is incorporated into it by
cross-reference.
The Strategic Report is set out on pages 6 to 69 of the Annual Report and incorporated into the Directors’ Report by cross reference.
Other information that is relevant to the Directors’ Report, and which is incorporated by cross reference, is disclosed as follows:
Likely future developments and performance of the Company Throughout the Strategic Report
Risk management policies and processes Pages 54 and 55
Engagement with suppliers, customers and others Pages 66 to 68
Culture and employee engagement, including diversity and
inclusion, and health and safety
Pages 20 to 25
Going concern and viability
Pages 52 and 53
Greenhouse gas emissions, TCFD reporting and climate change
scenario analysis
Pages 31 to 47
Financial risk management processes and financial instruments Pages 84 and 85, and note 18 to the financial statements
DIRECTORS’ REPORT
Directors
The names and biographical details of
the present Directors, their Committee
memberships, independence status and
identification of the Senior Independent
Non-Executive Director are given on
pages 72 and 73. All Directors except for
Michelle Brukwicki and Paul Forman served
throughout the period ended 27 December
2025, and up to the date of signing of these
financial statements. Michelle Brukwicki was
appointed as CFO Designate in December
2024 and was appointed to the Board
as Chief Financial Officer on 1 May 2025,
when David Seekings stepped down from
the role. Paul Forman was appointed as an
independent Non-Executive Director and
Chair Designate with effect from 1 January
2026 and will become Chair of the Board
with effect from 16 March 2026 when Paul
Moody will step down as Chair and from
the Board.
The interests of the Directors in the
shares of the Company are shown on
pages 99 and 100.
None of the Directors, nor their
associated companies, nor any members
of their families, had any interest either
during or at the end of the period ended
27 December 2025 in any contract with
the Company or its subsidiaries requiring
disclosure under sections 197, 198, 200,
201 and 203 of the Companies Act 2006.
Restrictions on holding shares
There are no restrictions on the transfer
of shares in the capital of the Company.
No limitations are placed on the holding
of shares and no share carries special
rights of control of the Company. There
are no restrictions on voting rights. The
Company is not aware of any agreements
between Shareholders that may restrict
the transfer or exercise of voting rights.
Purchase of own shares
Following approval at the 2025 AGM
of Resolution 16, the Company is
authorised, generally and without
conditions, to make market purchases,
as defined in the Companies Acts, of its
ordinary shares of 38
6
/
13
p subject to the
provisions set out in such Resolution.
This authority applies from 21 May 2025
until the earlier of the end of the 2026
AGM or 21 August 2026 unless previously
cancelled or varied by the Company in
a general meeting. No such cancellation
or variation has taken place. During the
period, no shares have been purchased
by the Company, but the Employee
Benefit Trust purchased 110,000 (2024:
28,000) ordinary shares.
Remuneration Report
Details of the procedures and guidelines
used by the Remuneration Committee in
determining remuneration are outlined in
its report on pages 88 and 89.
Share capital
The Group’s objective for managing
capital is described in note 18 to the
financial statements.
The Company has a single class of share
capital, which is divided into ordinary
shares of 38
6
/
13
p each. The shares are
in registered form.
Rights and obligations attaching
toshares
Subject to applicable statutes and other
Shareholders’ rights, shares may be
issued with such rights and restrictions as
the Company may by ordinary resolution
decide, or, if there is no such resolution
or in so far as it does not make specific
provision, as the Board may decide.
Currently, there are no such restrictions
in place over the issued share capital of
the Company, other than those required
by law or regulation. No person holds
securities in the Company carrying
special rights with regard to control of the
Company. At each AGM, the Company
seeks annual Shareholder authority for
the Company’s Directors to allot shares,
in certain circumstances, for cash.
Dividends
Dividends are declared in US dollars
and paid in Sterling, converted at the
exchange rate at the time the dividend
isdeclared.
An interim dividend of 80.0c (60.1p) per
ordinary share was paid on 15 September
2025. The Directors recommend a final
dividend of 160.0c (119.4p) per share
which, if approved, will be paid on 3 June
2026 in respect of shares registered at
close of business on 1 May 2026.
The total distribution paid and
recommended for 2025 on the ordinary
shares is $67.8m (2024: $143.3m) or
240.0c per share (2024: 490.0c per share,
which included a special dividend of
250.0c per share).
Relations with Shareholders
Significant shareholdings
At 27 December 2025, the Company
had received notification of the following
interests in voting rights pursuant to the
Disclosure and Transparency Rules:
Date notified
% of share
capital
1
Norges Bank 03/04/2025 2.99%
Montanaro
Asset
Management
Limited 21/10/2025 2.94%
BlackRock, Inc 22/12/2025 6.82%
1 Percentages are shown as a percentage of
the Company’s issued share capital when the
Company was notified of the change in holding.
As at 10 March 2026, the Company had received
further notifications from BlackRock, Inc.
(10/02/2026, 7.13%) and FMR LLC (17/02/2026,
4.90%). Copies of historical notifications
received,and any notifications received since
10 March 2026, can be found on our website
at https://investors.4imprint.com/investors/
regulatory-news/.
The Board places a high value on its
relations with its investors and consults
with Shareholders in connection with
specific issues where it considers it
appropriate. The Group, principally
through the Chief Executive Officer
and Chief Financial Officer, has regular
dialogue and meetings with institutional
Shareholders, fund managers and
analysts. Subject always to the constraints
regarding sensitive information,
discussions cover a wide range of issues,
including strategy and performance.
The Board considers it important to
understand the views of Shareholders,
in particular any issues that concern
them. The Senior Independent Non-
Executive Director is available to meet
major Shareholders if they so wish.
Shares held in trust for employee
share schemes
The trustees of the 4imprint 2012
Employee Benefit Trust may vote or
abstain from voting on shares held
in the trust in any way they consider
appropriate.
Waiver of dividends
The dividend income in respect of the
127,503 shares (2024: 30,016 shares)
held in the 4imprint 2012 Employee
Benefit Trust has been waived at the date
of this report.
Qualifying third-party
indemnityprovisions
Qualifying third-party indemnity
agreements have been signed by the
Company in respect of Kevin Lyons-Tarr,
Michelle Brukwicki, Paul Moody, Lindsay
Beardsell, John Gibney, Jaz Rabadia,
Tina Southall and Paul Forman with
effect from the date of their respective
appointments to the Board of Directors.
Significant agreements
There are no agreements containing
provisions entitling a counterparty to
exercise termination or other rights in the
event of a change of control. There are
no agreements between the Company
and its Directors or employees providing
for compensation for loss of office or
employment as a result of a successful
takeover bid.
Overseas interests
The Company has two overseas
subsidiaries in the US. A full list of the
Company’s subsidiary undertakings is set
out on page 148.
Political donations
No political donations were made in the
period ending 27 December 2025 or
prior period.
Research and development
There was no research and development
expenditure during the period ending
27 December 2025 or prior period.
Sole-Participant Long-Term
Incentive Arrangement
As part of her recruitment, Michelle
Brukwicki was granted Recruitment
Awards under a Deed of Grant dated
9 December 2024. These Awards
were granted to Michelle to replace
outstanding share incentive awards
from her previous employer and took
the form of Restricted Stock Units and
Performance Stock Units with vesting
timeframes mirroring the vesting of the
forfeited awards. Further details of these
awards are included on page 99 and note
5 to the financial statements.
Post balance sheet
reportableevents
There are no reportable events from
the balance sheet date up to the date
of signing of these financial statements.
Annual General Meeting
Notice of the Annual General Meeting
(AGM) is set out in a separate document.
Items of special business to be
considered at the AGM are described in
detail in the Notice of the AGM and the
notes on the business to be conducted.
Independent auditor
On the recommendation of the Audit
Committee, a resolution to reappoint
Ernst & Young LLP (EY) as independent
external auditor will be proposed at the
2026 AGM, together with a resolution
granting the Directors the authority to
determine EY’s remuneration.
Directors’ statement as to
disclosure of information to
independent auditor
In the case of each of the persons who
are Directors of the Company at the date
this report was approved:
– so far as each of the Directors is
aware, there is no relevant audit
information (as defined in the
Companies Act 2006) of which the
Company’s auditor is unaware; and
– each of the Directors has taken all of
the steps that he or she ought to have
taken as a Director to make himself
or herself aware of any relevant
audit information (as defined) and to
establish that the Company’s auditor
is aware of that information.
Approved by the Board and signed on its
behalf by
EMMA TAYLOR
COMPANY SECRETARY
10 March 2026
The Directors present their report and the audited consolidated and
Company financial statements for the period ended 27 December 2025.
108
4imprint Group plc Annual Report & Accounts 2025
CORPORATE GOVERNANCE
The Directors are responsible for preparing the Annual Report
and the financial statements in accordance with applicable
United Kingdom law and regulations.
Company law requires the Directors to prepare financial
statements for each financial period. Under that law the
Directors have elected to prepare the Group and Company
financial statements in accordance with UK-adopted
International Accounting Standards (IFRSs). Under company law,
the Directors must not approve the financial statements unless
they are satisfied that they give a true and fair view of the state
of affairs of the Group and the Company and of the profit or loss
of the Group and of the Company for that period.
In preparing the financial statements, the Directors are
requiredto:
– select suitable accounting policies in accordance with IAS 8
‘Accounting Policies, Changes in Accounting Estimates and
Errors’ and then apply them consistently;
– make judgments and accounting estimates that are
reasonable and prudent;
– present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information;
– provide additional disclosures when compliance with the
specific requirements in IFRSs is insufficient to enable
users to understand the impact of particular transactions,
other events and conditions on the Group’s and Company’s
financial position and financial performance;
– in respect of the Group’s and Company’s financial
statements, state whether IFRSs have been followed, subject
to any material departures disclosed and explained in the
financial statements; and
– prepare the financial statements on the going concern basis
unless it is appropriate to presume that the Group and
Company will not continue in business.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Group and
Company’s transactions and disclose with reasonable accuracy
at any time the financial position of the Group and Company
and enable them to ensure that the financial statements comply
with the Companies Act 2006. They are also responsible for
safeguarding the assets of the Group and Company and for
taking reasonable steps for the prevention and detection of
fraud and other irregularities.
Under applicable law and regulations, the Directors are also
responsible for preparing a Strategic Report, Directors’ Report,
Remuneration Report and Corporate Governance Statement
that comply with that law and those regulations. TheDirectors
are responsible for the maintenance and integrity of the corporate
and financial information included on the Company’swebsite.
Each of the Directors, whose names and functions are listed in
the Board of Directors on pages 72 and 73, confirm, to the best
of their knowledge:
– that the consolidated financial statements, prepared in
accordance with IFRSs, give a true and fair view of the assets,
liabilities, financial position and profit of the Company and
undertakings included in the consolidation taken as a whole;
– that the Annual Report, including the Strategic Report,
includes a fair review of the development and performance
of the business and the position of the Company and
undertakings included in the consolidation taken as a
whole, together with a description of the principal risks
and uncertainties that they face; and
– that they consider the Annual Report, taken as a whole, is fair,
balanced and understandable and provides the information
necessary for Shareholders to assess the Group’s position,
performance, business model and strategy.
Approved on 10 March 2026 by
KEVIN LYONS-TARR
CHIEF EXECUTIVE
OFFICER
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
IN RESPECT OF THE FINANCIAL STATEMENTS
MICHELLE BRUKWICKI
CHIEF FINANCIAL
OFFICER
109
4imprint Group plc Annual Report & Accounts 2025
FINANCIAL STATEMENTS
INDEPENDENT AUDITOR’S REPORT
To the members of 4imprint Group plc
Opinion
In our opinion:
– 4imprint Group plc’s Group financial statements and Company financial statements (the “financial statements”) give a true and fair view
of the state of the Group’s and of the Company’s affairs as at 27 December 2025 and of the Group’s profit for the 52 weeks then ended;
– the Group financial statements have been properly prepared in accordance with UK adopted international accounting standards;
– the Company financial statements have been properly prepared in accordance with UK adopted international accounting
standards as applied in accordance with section 408 of the Companies Act 2006; and
– the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements of 4imprint Group plc (the “Company’”) and its subsidiaries (the “Group”) for the 52 weeks
ended 27 December 2025 which comprise:
Group Company
Group balance sheet as at 27 December 2025 Company balance sheet as at 27 December 2025
Group income statement for the 52 weeks then ended Company statement of changes in shareholders’ equity for the
52 weeks then ended
Group statement of comprehensive income for the 52 weeks
then ended
Company cash flow statement for the 52 weeks then ended
Group statement of changes in shareholders’ equity for the
52weeks then ended
Related notes A to K to the financial statements including
material accounting policy information
Group cash flow statement for the 52 weeks then ended
Related notes 1 to 23 to the financial statements, including
material accounting policy information
The financial reporting framework that has been applied in their preparation is applicable law and UK adopted international accounting
standards and as regards the Company financial statements, as applied in accordance with section 408 of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities
under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our
report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We are independent of the Group and Company in accordance with the ethical requirements that are relevant to our audit of the
financial statements in the UK, including the FRC’s Ethical Standard as applied to listed public interest entities, and we have fulfilled
our other ethical responsibilities in accordance with these requirements.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group or the Company and we remain
independent of the Group and the Company in conducting the audit.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate. Our evaluation of the Directors’ assessment of the Group and Company’s
ability to continue to adopt the going concern basis of accounting included:
– We confirmed our understanding of the Board’s going concern assessment process and engaged with management early to
ensure key factors were considered in its assessment;
– We assessed the appropriateness of the duration of the going concern assessment period through to 3 April 2027 and
considered the existence of any significant events or conditions beyond this period based on our procedures on the Group’s
business plan, cash flow forecasts and from knowledge arising from other areas of the audit;
– We obtained the Board’s going concern assessment, including cash flow forecasts, and evaluated the appropriateness of
methods used to calculate the cash flow forecasts as to whether they were appropriately sophisticated to be able to make an
assessment for the Group and Company. We also confirmed the mathematical integrity of management’s models;
– We confirmed the amount, maturity and any covenant requirements of the undrawn committed $20m US line of credit and £1m
UK overdraft facility, which expire on 31 May 2030 and 31 December 2026, respectively, to facility agreements;
– We tested the key assumptions included in each of the cash flow forecast models, including by evaluating the historical accuracy
of management’s forecasting and comparing them against external analyst expectations, as well as considering the risk to the
Group’s operations of climate change, geopolitical and macroeconomic environment risks;
– We evaluated management’s stress testing, including reverse stress testing, which assumed a further reduction in demand and
increased product costs to identify the impact on the Group’s liquidity. We considered whether the scenario assumed in the
reverse stress testing, was plausible;
– We considered the mitigating actions identified by the Group, which include the ability to reduce marketing and other costs,
capex spend and dividends, and whether those actions are feasible and within the Group’s control; and
– We read the Group’s going concern disclosures included in the Annual Report to evaluate whether they were appropriate and
in conformity with the applicable reporting standards.
110 111
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FINANCIAL STATEMENTS
The Group has explained on page 120 how it has reflected the impact of climate change in its financial statements. There are no
significant judgements or estimates relating to climate change disclosed in the financial statements.
Our audit effort in considering the impact of climate change on the financial statements was focused on evaluating management’s
assessment of the impact of climate risk, physical and transition, its climate commitments, the effects of material climate risks
disclosed on pages 39 to 47 and the conclusion that there are no significant judgements or estimates, following the requirements
of UK adopted international accounting standards. As part of this evaluation, we performed our own risk assessment to determine
the risks of material misstatement in the financial statements from climate change which needed to be considered in our audit.
We also challenged the Directors’ considerations of climate change risks in their assessment of going concern and viability and
associated disclosures. Where considerations of climate change were relevant to our assessment of going concern, these are
described above.
Based on our work we have not identified the impact of climate change on the financial statements to be a key audit matter or to
impact a key audit matter.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to
fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy; the allocation of
resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit
of the financial statements as a whole, and in our opinion thereon, and we do not provide a separate opinion on these matters.
Risk of management override through manual journal entries to revenue (2025: $1,347m, 2024: $1,368m)
There is a risk that management may override controls to intentionally misstate revenue transactions through inappropriate
manual journal entries and consequently misstate operating profit.
Investor focus is on the Group’s revenue performance and operating profit. This gives rise to an incentive for management to
manipulate revenue recognition. We have considered both the risk that results are overstated (pressure to report continued
growth to the markets) and that the risk results are understated (where management may also be incentivised to defer revenue
and profit into the next financial period).
There is one material revenue stream with performance obligations that are straightforward and fulfilled by delivery of goods
to customers. Revenue is generated through a high volume of relatively low value transactions and there is no concentration of
customer credit risk. There are no significant judgements involved in the recognition of revenue and therefore our fraud risk is
focussed on manual journals to the revenue accounts. We concluded there was a risk that management may override controls to:
a) overstate revenue, and therefore operating profit, to report improved results to the market; or
b) understate revenue, and therefore operating profit, to provide a contribution towards meeting targets for management
rewards and incentive schemes in the next financial period.
Revenue for the 52-week period was $1,347m (2024: $1,368m) and operating profit was $145m (2024: $148m).
Refer to the accounting policies (page 121); and note 1 of the consolidated financial statements (pages 125 and 126).
Our response to the risk
We identified, documented and confirmed our understanding of the Group’s revenue recognition policies and assessed the design
effectiveness and application of key controls over the posting of manual journals to revenue.
We performed data analytics testing over the entire revenue process for full scope entities from revenue recognition through to
invoice settlement. As with the prior year, we expected a high revenue to cash conversion.
Where there were postings that did not follow our expectations, we investigated outliers and confirmed the validity of the
transactions by validating back to source documentation.
We applied parameters designed to identify journal entries to increase or decrease revenue that were not in accordance with our
expectations. This included analysing and selecting journals for testing which appeared unusual in nature due to size, preparer or
being manually posted. We then verified such journals to source documentation to confirm entries supported revenue recognised
and that they were valid.
We also introduced unpredictability into our manual journal entries testing. We corroborated such journals to source
documentation to confirm that the entries supported the revenue recognised and that the entries were valid and authorised.
We performed audit procedures over this risk area which covered 98% (2024: 98%) of revenue for the 52-week period.
Key observations communicated to the Audit Committee
We did not identify evidence of management override through inappropriate journal entries recorded to revenue in the period.
The key audit matter is consistent with the prior year.
INDEPENDENT AUDITOR’S REPORT CONTINUED
To the members of 4imprint Group plc
Conclusions relating to going concern continued
– Our key observations:
– The Directors’ assessment forecasts that the Group will maintain sufficient liquidity throughout the going concern assessment
period in both the base case and downside scenarios and will not breach covenants; and
– No plausible scenario was identified that would result in liquidity being exhausted.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the Group and the Company’s ability to continue as a going concern for
a period to 3 April 2027.
In relation to the Group and Company’s reporting on how they have applied the UK Corporate Governance Code, we have nothing
material to add or draw attention to in relation to the Directors’ statement in the financial statements about whether the Directors
considered it appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections
of this report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the
Group’s ability to continue as a going concern.
Overview of our audit approach
Audit scope We performed an audit of the complete financial information of two components and central
procedures over cash and cash equivalents, taxation and equity of four components.
Key audit matters Risk of management override through manual journal entries to revenue.
Materiality Overall Group materiality of $7.5m (2024: $7.7m) which represents 5% (2024: 5%) of profit before tax.
An overview of the scope of the Company and Group audits
Tailoring the scope
We have followed a risk-based approach when developing our audit approach to obtain sufficient appropriate audit evidence on
which to base our audit opinion. We performed risk assessment procedures to identify and assess risks of material misstatement
of the Group financial statements and identified significant accounts and disclosures. When identifying components at which audit
work needed to be performed to respond to the identified risks of material misstatement of the Group financial statements, we
considered our understanding of the Group and its business environment, the potential impact of climate change, the applicable
financial framework, the Group’s system of internal control at the entity level, the existence of centralised processes, applications
and any relevant internal audit results.
We determined that centralised audit procedures can be performed in respect of cash and cash equivalents, taxation and equity.
We identified two components as individually relevant to the Group due to relevant events and conditions underlying the identified
risks of material misstatement of the Group financial statements being associated with the reporting components or a pervasive risk
of material misstatement of the Group financial statements being associated with the reporting components. For those individually
relevant components, we identified the significant accounts where audit work needed to be performed at these components
by applying professional judgement, having considered the Group significant accounts on which centralised procedures will be
performed, the reasons for identifying the financial reporting component as an individually relevant component and the size of the
component’s account balance relative to the Group significant financial statement account balance.
We then considered whether the remaining Group significant account balances not yet subject to audit procedures, in aggregate,
could give rise to a risk of material misstatement of the Group financial statements. We selected four components of the group to
include in our audit scope to address these risks.
Having identified the components for which work would be performed, we determined the scope to assign to each component.
Of the six components selected, we designed and performed audit procedures on the entire financial information of two
components (“full scope components”). For the remaining four components, we performed specified audit procedures to obtain
evidence for one or more relevant assertions.
Our scoping to address the risk of material misstatement for each key audit matter is set out in the Key audit matters section
of our report.
All audit work performed for the purposes of the audit was undertaken by the Group audit team.
Climate change
Stakeholders are increasingly interested in how climate change will impact the Group. The Group has determined that the most
significant future impacts from climate change on its operations will be from potential reputation and brand damage from failure
to take deliberate and tangible action to reduce its GHG emissions, including action from third parties; and changes in consumer
preferences towards sustainable products. These are explained on pages 39 to 47 in the required Task Force on Climate related
Financial Disclosures and on pages 56 to 65 in the principal risks and uncertainties.
All these disclosures form part of the “Other information,” rather than the audited financial statements. Our procedures on these
unaudited disclosures therefore consisted solely of considering whether they are materially inconsistent with the financial statements
or our knowledge obtained in the course of the audit or otherwise appear to be materially misstated, in line with our responsibilities
on “Other information”.
In planning and performing our audit we assessed the potential impacts of climate change on the Group’s business and any
consequential material impact on its financial statements.
112 113
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FINANCIAL STATEMENTS
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and the Company and its environment obtained in the course of the
audit, we have not identified material misstatements in the Strategic Report or the Directors’ Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report
to you if, in our opinion:
– adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been received
from branches not visited by us;
– the Company financial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement with
the accounting records and returns;
– certain disclosures of directors’ remuneration specified by law are not made; or
– we have not received all the information and explanations we require for our audit.
Corporate Governance Statement
We have reviewed the Directors’ statement in relation to going concern, longer-term viability and that part of the Corporate Governance
Statement relating to the Group and Company’s compliance with the provisions of the UK Corporate Governance Code specified for our
review by the UK Listing Rules.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate
Governance Statement is materially consistent with the financial statements or our knowledge obtained during the audit:
– Directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting and any material
uncertainties identified set out on page 52;
– Directors’ explanation as to its assessment of the Company’s prospects, the period this assessment covers and why the period
is appropriate set out on pages 52 and 53;
– Director’s statement on whether it has a reasonable expectation that the Group will be able to continue in operation and meet
its liabilities set out on page 53;
– Directors’ statement on fair, balanced and understandable set out on page 108;
– Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on page 77;
– The section of the Annual Report that describes the review of effectiveness of risk management and internal control systems set
out on pages 54 to 55 and 85; and
– The section describing the work of the Audit Committee set out on pages 81 to 85.
Responsibilities of Directors
As explained more fully in the Directors’ Responsibilities Statement set out on page 108, the Directors are responsible for the preparation of
the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is
necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group and Company’s ability to continue as a
going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the
Directors either intend to liquidate the Group or the Company or to cease operations, or have no realistic alternative but to do so.
INDEPENDENT AUDITOR’S REPORT CONTINUED
To the members of 4imprint Group plc
Our application of materiality
We apply the concept of materiality in planning and performing the audit, in evaluating the effect of identified misstatements on the
audit and in forming our audit opinion.
Materiality
The magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably be expected to influence the
economic decisions of the users of the financial statements. Materiality provides a basis for determining the nature and extent of our audit
procedures.
We determined materiality for the Group to be $7.5m (2024: $7.7m), which is 5% (2024: 5%) of profit before tax. We believe that
profit before tax is the most appropriate basis for determining materiality as we consider the users of the financial statements are
primarily focused on this performance measure.
We determined materiality for the Company to be £5.2m (2024: £6.3m), which is 2% (2024: 2%) of equity.
Performance materiality
The application of materiality at the individual account or balance level. It is set at an amount to reduce to an appropriately low level the
probability that the aggregate of uncorrected and undetected misstatements exceeds materiality.
On the basis of our risk assessments, together with our assessment of the Group’s overall control environment, our judgement was
that performance materiality was 75% (2024: 75%) of our planning materiality, namely $5.6m (2024: $5.8m). We have set performance
materiality at this percentage based on our evaluation of the Group’s control environment, the nature of historical audit misstatements
and the residual risk of undetected misstatements in the financial statements.
Audit work was undertaken at component locations for the purpose of responding to the assessed risks of material misstatement
of the Group financial statements. The performance materiality set for each component is based on the relative scale and risk of the
component to the Group as a whole and our assessment of the risk of misstatement at that component. In the current period, the
range of performance materiality allocated to components was $2.7m to $5.6m (2024: $2.3m to $5.6m).
Reporting threshold
An amount below which identified misstatements are considered as being clearly trivial.
We agreed with the Audit Committee that we would report to them all uncorrected audit differences in excess of $0.4m (2024: $0.4m),
which is set at 5% of planning materiality, as well as differences below that threshold that, in our view, warranted reporting on
qualitative grounds.
We evaluate any uncorrected misstatements against both the quantitative measures of materiality discussed above and in light of
other relevant qualitative considerations in forming our opinion.
Other information
The other information comprises the information included in the Annual Report set out on pages 1 to 108, including the Strategic
Report, set out on pages 6 to 69, Corporate Governance Report, set out on pages 70 to 108, and additional information set out on
pages 152 and 153 other than the financial statements and our auditor’s report thereon. The Directors are responsible for the other
information contained within the Annual Report.
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated
in this report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated.
If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise
to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there
is a material misstatement of the other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, the part of the Directors’ remuneration report to be audited has been properly prepared in accordance with the
Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
– the information given in the Strategic Report and the Directors’ Report for the financial period for which the financial statements
are prepared is consistent with the financial statements; and
– the Strategic Report and the Directors’ Report have been prepared in accordance with applicable legal requirements.
114 115
4imprint Group plc Annual Report & Accounts 2025 4imprint Group plc Annual Report & Accounts 2025
FINANCIAL STATEMENTS
2025 2024
Note$m$m
Revenue
1
1, 3 4 6 . 8
1, 3 6 7. 9
Cost of sales
2
(910.8)
(932. 5)
Gross profit
43 6.0
435 .4
Operating expenses
2
(2 9 0. 8)
(2 8 7. 3)
Operating profit
1
14 5 . 2
14 8 .1
Finance income
5.8
6 .7
Finance costs
(0. 2)
(0. 4)
Net finance income
3
5.6
6.3
Profit before tax
15 0 . 8
15 4 . 4
Taxation
7
(3 7. 2)
( 3 7. 2)
Profit for the period
113 . 6
117. 2
Cents
Cents
Earnings per share
Basic
8
404.4
4 1 6.3
Diluted
8
4 03.3
415 . 3
GROUP INCOME STATEMENT
for the 52 weeks ended 27 December 2025
INDEPENDENT AUDITOR’S REPORT CONTINUED
To the members of 4imprint Group plc
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is
a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to fraud
is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery
or intentional misrepresentations, or through collusion. The extent to which our procedures are capable of detecting irregularities,
including fraud is detailed below.
However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the
Company and management.
– We obtained an understanding of the legal and regulatory frameworks that are applicable to the Group and determined that the
most significant are those that relate to the reporting framework (UK-adopted international accounting standards, Companies Act
2006, the UK Corporate Governance Code, the Listing Rules of the UK Listing Authority) and the relevant direct and indirect tax
compliance regulations in the jurisdictions in which the Group operates, notably in the US and the UK. In addition, we concluded
that there are certain laws and regulations that may have an effect on the determination of the amounts and disclosures in the
financial statements, including relating to health and safety, employees, environmental, anti-bribery and corruption practices;
– We understood how the Group is complying with those frameworks by making inquiries of Board members, senior management
executives, internal audit and those responsible for legal and compliance procedures. We corroborated our inquiries through our
review of Board and sub-committee minutes, papers provided to the Audit Committee and attendance at meetings of the Audit
Committee;
– We assessed the susceptibility of the Group’s financial statements to material misstatement, including how fraud might occur.
In doing so, we considered stakeholder focus and management incentive schemes in the current and next periods which may
create an incentive for management to manipulate earnings. We considered the possibility of fraud through management
override and, in response, we incorporated data analytics into our audit approach over manual journal entries, particularly
relating to revenue recognition. Where unusual results or anomalies were identified through our data analytics, we performed
additional audit procedures, including testing transactions back to source information; and
– Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations.
Our procedures involved testing manual journal entries which met our defined risk criteria based on our understanding of
the business and inquiries of the US General Counsel, Group management and senior management executives of full scope
components and components with account balances in scope for centralised audit procedures. We inspected the volume and
nature of whistleblowing incidents and any past or present pending or threatened litigation or claims against the Group.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s
website at https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Other matters we are required to address
– Following the recommendation by the Audit Committee, we were appointed by the Company on 21 May 2025 to audit the
financial statements for the 52-week period ending 27 December 2025 and subsequent financial periods.
– The period of total uninterrupted engagement including previous renewals and reappointments is seven years, covering the
52-week period ended 28 December 2019 through to the 52-week period ended 27 December 2025.
– The audit opinion is consistent with the additional report to the Audit Committee.
Use of our report
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act
2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to
state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for
the opinions we have formed.
JON KILLINGLEY
SENIOR STATUTORY AUDITOR
for and on behalf of Ernst & Young LLP, Statutory Auditor
London
10 March 2026
116 117
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FINANCIAL STATEMENTS
GROUP BALANCE SHEET
at 27 December 2025
20252024
Note$m$m
Non-current assets
Goodwill
10
1. 0
1. 0
Intangible assets
10
0. 2
0.3
Property, plant and equipment
11
49. 0
49. 3
Right-of-use assets
12
2 .6
4.2
Deferred tax assets
7
3.4
3. 2
Retirement benefit asset
6
0. 3
–
56.5
58 .0
Current assets
Inventories
13
14 . 7
1 7. 1
Trade and other receivables
14
5 7. 7
6 4.4
Corporation tax debtor
0.6
0.4
Other financial assets – bank deposits
15
2 7. 0
94.3
Cash and cash equivalents
15
105.8
53.3
205.8
2 2 9.5
Current liabilities
Lease liabilities
12
(1 . 5)
(1. 9)
Trade and other payables
16
(93 .7)
(95 .0)
(95 . 2)
(9 6 .9)
Net current assets
11 0 . 6
13 2 . 6
Non-current liabilities
Lease liabilities
12
(1 . 9)
(3.4)
Deferred tax liabilities
7
(1. 9)
(2 .1)
(3 . 8)
(5. 5)
Net assets
16 3 . 3
1 8 5 .1
Shareholders’ equity
Share capital and share premium reserve
20
8 9.7
8 9 .7
Other reserves
21
13 . 6
4.7
Retained earnings
60.0
9 0 .7
Total Shareholders’ equity
16 3 . 3
1 8 5 .1
The financial statements on pages 115 to 142 were approved by the Board of Directors on 10 March 2026 and were signed on its
behalf by:
KEVIN LYONS-TARR MICHELLE BRUKWICKI
CHIEF EXECUTIVE OFFICER CHIEF FINANCIAL OFFICER
20252024
Note$m$m
Profit for the period
113 . 6
117. 2
Other comprehensive income
Items that may be reclassified subsequently to the income statement:
Currency translation differences
21
8.9
(1.1)
Items that will not be reclassified subsequently to the income statement:
Remeasurement gains on post-employment obligations
6
0.3
–
Tax relating to components of other comprehensive income
7
0.6
0.4
Other comprehensive income for the period, net of tax
9.8
(0 .7)
Total comprehensive income for the period, net of tax
12 3 . 4
116 . 5
GROUP STATEMENT OF COMPREHENSIVE INCOME
for the 52 weeks ended 27 December 2025
118 119
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FINANCIAL STATEMENTS
GROUP CASH FLOW STATEMENT
for the 52 weeks ended 27 December 2025
20252024
Note$m$m
Cash flows from operating activities
Cash generated from operations
22
161. 9
1 6 2 .1
Tax paid
(3 6.7)
(35 . 8)
Finance income received
5.9
6 .7
Lease interest
12
(0. 2)
(0.4)
Net cash generated from operating activities
13 0 . 9
13 2 . 6
Cash flows from investing activities
Purchase of property, plant and equipment
(3 . 9)
(19 . 6)
Proceeds from sale of property, plant and equipment
–
0 .1
Decrease/(increase) in current asset investments – bank deposits
72.8
(8 1. 7)
Net cash from/(used in) investing activities
68.9
(101. 2)
Cash flows from financing activities
Capital element of lease payments
12
(1. 9)
(1. 5)
Purchase of own shares
(5.4)
(2.0)
Dividends paid to Shareholders
9
(14 2 . 8)
(6 5. 5)
Net cash used in financing activities
(1 5 0 .1)
(69. 0)
Net movement in cash and cash equivalents
4 9.7
(3 7. 6)
Cash and cash equivalents at the beginning of the period
53.3
90. 5
Exchange gains on cash and cash equivalents
2.8
0.4
Cash and cash equivalents at the end of the period
15
105.8
53.3
GROUP STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
for the 52 weeks ended 27 December 2025
Retained earnings
Share
premium Other reserves Own shares ProfitTotal
Share capitalreserve(note 21)(note 20)and lossequity
$m$m$m$m$m$m
At 31 December 2023
18 . 9
70 .8
5.8
(1. 3)
4 0.3
13 4 . 5
Profit for the period
117. 2
117. 2
Other comprehensive income
Currency translation differences
(1 .1)
(1 .1)
Tax relating to components of other
comprehensive income (note 7)
0.4
0.4
Total comprehensive income
(1 .1)
11 7. 6
116 . 5
Own shares utilised
1. 3
(1. 3)
–
Own shares purchased
(2. 0)
(2.0)
Share-based payment expense
1. 6
1. 6
Dividends (note 9)
(65 . 5)
(6 5 .5)
At 28 December 2024
18 . 9
70 .8
4 .7
(2.0)
92 .7
18 5 .1
Profit for the period
113 . 6
113 . 6
Other comprehensive income
Currency translation differences
8.9
8.9
Re-measurement gains on post-employment
obligations
0.3
0. 3
Tax relating to components of other
comprehensive income (note 7)
0.6
0.6
Total comprehensive income
8.9
114 . 5
12 3 . 4
Own shares utilised
0. 8
(0 . 8)
–
Own shares purchased
(5. 4)
(5. 4)
Share-based payment expense
3.0
3 .0
Dividends (note 9)
(14 2 . 8)
(14 2 . 8)
At 27 December 2025
18 . 9
70. 8
13. 6
(6 . 6)
66 .6
163 . 3
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4imprint Group plc Annual Report & Accounts 2025 4imprint Group plc Annual Report & Accounts 2025
FINANCIAL STATEMENTS
Estimates and judgments
The preparation of the consolidated financial statements requires management to make judgments and estimates that affect the
application of accounting policies, the amounts reported for assets and liabilities as at the balance sheet date and the amounts
reported for revenues and expenses during the year.
Critical accounting judgments are those judgments, apart from those involving estimations, that have been made in the process
of applying the Group’s accounting policies and that have the most significant effect on the amounts recognised in the financial
statements. Key assumptions and sources of estimation uncertainty are those that have a significant risk of resulting in a material
adjustment to the carrying amounts of the Group’s assets and liabilities within the next financial year.
Management considers there to be a critical accounting judgment in respect of revenue recognition, as detailed below, and no key
assumptions and sources of estimation uncertainty.
Critical accounting judgments
Revenue
For most of its product line, the Group operates a ‘drop-ship’ business model, whereby suppliers hold blank inventory, imprint the
product and ship directly to customers. In order to determine the amount of revenue to recognise, it is necessary for the Group to
make a judgment to assess if it is acting as principal or an agent in fulfilling the performance obligations and promises to customers
for these transactions.
The Group has full discretion to accept orders, agrees artwork with the customer, sets the transaction price, selects the suppliers
used to fulfil orders, and considers its customer satisfaction promises (‘on-time or free’, price and quality guarantees) to be integral
to meeting its performance obligations.
Accordingly, the Group is of the opinion that it acts as principal in providing goods to customers and recognises the gross amount
of consideration as revenue.
Other areas of judgment and accounting estimates
The consolidated financial statements include other areas of judgment and accounting estimates. Whilst these areas do not meet
the IAS 1 definition of critical accounting judgments or significant accounting estimates, the recognition and measurement of certain
material assets and liabilities are based on assumptions and/or uncertainties. The other areas of judgment and accounting estimates
include the estimation of the future cash flows of subsidiary companies and the determination of appropriate discount rates, growth
rates, and probability of default rates necessary for undertaking impairment reviews and assessing the recoverability of assets (refer
to notes 10 and 11 for further information on the impairment review process), and levels of provisions required in relation to trade
and other receivables (refer to note 14) and inventories (refer to note 13).
Other material accounting policy information
Revenue
The activity from which the Group derives revenue is the sale and delivery of promotional products.
The Group primarily operates a ‘drop-ship’ model, in which it acts as principal as it has control over the goods and services before
transfer to the customer. The Group also acts as principal for apparel goods that are decorated within the Group’s facilities and
shipped directly to the customer. The Group recognises the gross amount of consideration as revenue in both instances.
It is common for a customer order to include several different product lines. Individual order lines are separately priced, have
separately agreed delivery dates, and are capable of being used or enjoyed by the customer on their own, separately from any
other order lines included in the overall customer order. The Group, therefore, considers each order line to constitute a separate
performance obligation. Revenue is recognised at a point in time upon delivery and acceptance by the customer as this is when
control of the goods has transferred.
The price for each order line is fixed at the time of order, inclusive of any discounts given for that order line. Revenue is shown net of
discounts, credits, refunds, VAT and sales tax. The value of provisions for credits and refunds is determined using the expected value
methodology based upon historical experience of credits/refunds issued and levels of revenue.
Payment terms vary by customer but are generally either payment with order or within 30 days of delivery.
Supplier rebates
Amounts due under rebate agreements are recognised based on volumes of products purchased during the period to which
the rebates relate at the relevant rebate rates, per supplier agreements. Amounts are credited to the cost of purchase of goods
for resale and any accrued income is included in other receivables. Provision is made against such receivables to the extent it is
considered that the amounts are not recoverable.
Segmental reporting
The reporting requirements of IFRS 8 require operating segments to be identified based on internal reports about components of
the Group that are regularly reviewed by the chief operating decision maker to allocate resources to the segments and to assess
their performance. The chief operating decision maker has been identified as the Board of Directors and the segmental analysis is
based on the Group’s internal reporting to the Board.
The costs of the Head Office are reported separately to the Board, but this is not an operating segment.
General information
4imprint Group plc, registered number 177991, is a public limited company incorporated in England and Wales, domiciled in the
UK and listed on the London Stock Exchange. Its registered office is 25 Southampton Buildings, London WC2A 1AL. The Group is
engaged in the direct marketing of promotional products.
The Group presents the consolidated financial statements in US dollars and rounded to $0.1m. A substantial portion of the Group’s
revenue and earnings are denominated in US dollars and the Board is of the opinion that a US dollar presentation gives the most
meaningful view of the Group’s financial performance and position.
Material accounting policy information
The material accounting policies adopted in the preparation of these financial statements are set out below. These policies have been
consistently applied to all the periods presented.
Basis of preparation
The financial statements have been prepared under the historical cost convention in accordance with UK-adopted International
Accounting Standards and the requirements of the Companies Act 2006 as it applies to companies reporting under those standards.
New accounting standards, amendments or revisions to existing standards or interpretations applicable for the first time in this
reporting period have not had a material impact on the Group’s results or balance sheet.
Environmental risks
In preparing the financial statements, management has considered the impact of environmental risks. Whilst the impact of
environmental risks is still developing and, therefore, all possible future outcomes are uncertain, risks and mitigating actions known
to the Group have been considered in forming judgments, estimates and assumptions and in assessing impairment, going concern
and viability. The main impact of this consisted of the inclusion of cash flows in the forecasts used to assess impairment, going
concern and viability for energy and waste reduction initiatives and in supporting our product transition for a low-carbon economy
with the expansion of our Better Choices
®
programme. These considerations did not have a material impact on the financial
statements.
Going concern
The financial statements have been prepared on a going concern basis. In adopting the going concern basis, the Directors have
considered: the Group’s business activities, together with the principal risks and uncertainties likely to affect its future development,
performance and position as set out in the Strategic Report on pages 6 to 13 and 56 to 65; the financial position of the Group, its
cash flows and liquidity position as described in the Financial Review on pages 48 to 53; and the Group’s financial risk management
objectives and its approach to managing its exposures to currency, credit, liquidity, and capital risks as described in note 18.
The Group continues to maintain a robust financial position in accordance with its balance sheet funding guidelines, providing it with
sufficient access to liquidity to fund its strategic priorities and anticipated dividend payments. At 27 December 2025, the Group had
cash and bank deposits of $132.8m, no debt, and undrawn facilities comprising a $20m working capital facility that expires on 31 May
2030 and £1m overdraft facility that expires on 31 December 2026.
In adopting the going concern basis of preparation, the Directors have assessed the Group’s cash flow forecasts for the period to
3 April 2027, which reflect current market conditions and incorporate assumptions about demand activity and revenue, gross profit
margins and marketing productivity. This forecast shows no liquidity concerns or requirement to utilise the Group’s undrawn facilities.
Stress tests, reflecting severe but plausible downside assumptions for various scenarios linked to the Group’s principal risks and
uncertainties, have been undertaken and showed no liquidity concerns or requirement to utilise the Group’s undrawn facilities in the
going concern period. Details are set out in the Financial Review on pages 52 and 53.
Reverse stress tests have also been performed to assess the circumstances that could lead to the Group’s liquidity being exhausted
and, therefore, threaten going concern. These tests separately modelled the decline in revenue and increase in product costs (that
are not passed onto customers) that the Group could absorb from its cash reserves over the going concern period without any
mitigating actions being taken. The outcomes of these reverse stress tests (year-on-year decline in revenue of 57% or an increase in
product costs as a percentage of revenue of 15%; both outcomes are changes against 2025 levels, which are then maintained over
the assessment period) are not considered to be plausible, particularly without management actions being taken to mitigate the
impact.
Based on their assessment, the Directors have not identified any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the Group’s and Company’s ability to continue as a going concern from
the date the financial statements are approved until 3 April 2027. Accordingly, they continue to adopt the going concern basis in
preparing the Group’s and Company’s financial statements.
Basis of consolidation
The consolidated financial statements include the financial statements of the Company and its subsidiaries for the period.
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the
Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns
through its power to direct the activities of the entity. The financial statements of subsidiaries, as amended to conform to Group
accounting policies, are included in the consolidated financial statements from the date that control commences until the date that
control ceases. All subsidiaries have the same year-end date as the Group.
NOTES TO THE FINANCIAL STATEMENTS
122 123
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FINANCIAL STATEMENTS
Dividends
Final equity dividends and, where relevant, special equity dividends, are recognised in the Group’s financial statements in the period
in which the dividends are approved by the Shareholders. Interim equity dividends are recognised when paid.
Foreign currency
The functional and presentation currency of the Company is Sterling. However, the Group’s financial statements are presented in US
dollars, reflecting that most of the Group’s revenues and transactions are generated in North America in US dollars.
Transactions in currencies other than the functional currency of the Company or subsidiary concerned are recorded at the exchange
rate prevailing at the date of the transaction. At each balance sheet date, monetary assets and liabilities denominated in foreign
currencies are translated at the exchange rate prevailing at the balance sheet date. Translation differences on monetary items are
taken to the income statement.
On consolidation, the balance sheets of Sterling enterprises are translated into US dollars at the exchange rate ruling at the balance
sheet date and income statements are translated at average rates for the period under review. One-off material transactions are
translated at the spot rate on the transaction date. The resulting exchange differences are taken to the cumulative translation
differences reserve and are reported in the statement of comprehensive income.
On disposal of an operation, any cumulative exchange differences held in Shareholders’ equity are recycled to the income statement.
Business combinations and goodwill
Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the fair value of the
consideration transferred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are
measured initially at their fair value at the acquisition date. The excess of the cost of acquisition over the Group’s share of identifiable
net assets is recorded as goodwill. Acquisition-related costs are expensed as incurred.
For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to the
Group’s cash-generating units that are expected to benefit from the combination. Goodwill is not amortised but is reviewed annually
for impairment.
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and any impairment losses. Cost comprises the
purchase price plus costs directly incurred in bringing the asset into use. No depreciation is provided on freehold land. For all other
property, plant and equipment, depreciation is calculated to write off their cost less residual value by equal annual instalments over
the period of their estimated useful lives, which are reviewed on a regular basis.
The principal useful lives currently fall within the following ranges:
Freehold buildings and improvements to leasehold buildings 50 years (or the lease term if shorter)
Plant, machinery, fixtures and fittings 3–15 years
Computer hardware 3 years
Profits and losses on disposal, which have arisen from over or under depreciation, are accounted for in arriving at operating profit
and are separately disclosed when material.
Intangible assets
Acquired software licences and expenditure on developing websites and other computer systems, providing they meet the criteria
for recognition under IAS 38, are capitalised, held at historical cost and amortised from the date of commissioning on a straight-line
basis over their useful economic lives (currently three to five years). Amortisation is charged to operating expenses. Internal non-
development costs are expensed to operating expenses as incurred.
An expense is recognised in operating expenses for advertising and promotional activities when, in the case of goods, the business
has a right of access to the goods or, for services, when the business has received the service.
Impairment of assets
All property, plant and equipment and intangible assets are reviewed for impairment in accordance with IAS 36 ‘Impairment of Assets’ if
there is an indication that the carrying value of the asset may have been impaired. Where an impairment review is required, the carrying
value of the assets is measured against their value in use based on future estimated cash flows, discounted by the appropriate discount
rate, resulting from the use of those assets. Assets are grouped at the lowest level for which there is a separately identifiable cash flow
(cash-generating unit). An impairment loss is recognised for the amount at which the asset’s carrying amount exceeds its recoverable
amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use.
Inventories
Inventories are valued at the lower of cost and net realisable value using the first-in first-out basis. Net realisable value is the
estimated selling price in the ordinary course of business, less applicable variable selling expenses. Items in transit where the Group
has control are included in inventories.
Other material accounting policy information continued
Leases
A lease is defined as a contract that conveys the right to control the use of an identified asset for a period of time in exchange
for consideration. At the commencement date of a lease, a right-of-use asset and a lease liability are recognised in the financial
statements.
The lease liability is initially measured at the present value of expected future lease payments discounted at the interest rate implicit
in the lease or, if that rate cannot be determined, the lessee’s incremental borrowing rate. Subsequently, the lease liability decreases
by the lease payments made, offset by interest on the liability, and may be remeasured to reflect any reassessment of expected
payments or to reflect any lease modifications.
The right-of-use asset is initially measured at cost. This comprises the amount of the initial lease liability plus: any lease payments
made on or before the commencement date less incentives received; any incremental costs of obtaining the lease; and, if any, the
costs of decommissioning the asset and any restoration work to return the asset to the condition required under the terms of
the lease. Subsequently, the right-of-use asset is measured using the cost model. The asset is depreciated on a straight-line basis
over the expected term of the lease, adjusted for any remeasurement of the lease liability, and is shown net of the accumulated
depreciation and any impairment provisions.
The Group has elected to use the recognition exemptions for low-value assets and short-term leases (leases with a duration of twelve
months or less), which are expensed to operating profit on a straight-line basis over the term of the lease.
Share-based payments
Share awards and options, which are all equity-settled, are measured at fair value at the date of grant allowing for any market
conditions, if applicable. The fair value is charged to the income statement over the vesting period of the share-based payment
scheme on a straight-line basis with a corresponding increase in equity. The value of the charge is adjusted each year to reflect
any non-market or service conditions that impact the expected number of awards/options that will become exercisable. All options
cancelled are fully expensed to the income statement upon cancellation.
Certain of the Group’s share-based payment schemes contain a net settlement feature, whereby a number of shares are withheld
on vesting to settle taxes owed by participants. As the terms of the relevant scheme only permit the settlement of the awards in
the Group’s own equity instruments and the amount to be withheld is designed to meet the Group’s obligations under tax laws and
regulations with no excess amounts to be withheld, the share-based payment is accounted as equity-settled in its entirety.
Exceptional items
Income or costs, which are both material and non-recurring, whose significance is sufficient to warrant separate disclosure in the
financial statements, are referred to as exceptional items. The Directors consider that the separate disclosure of these items assists
users in understanding the Group’s financial performance.
Taxation
Taxation for the period comprises current and deferred tax. Tax is recognised in the income statement, except to the extent that
it relates to items recognised in other comprehensive income or directly in equity, in which case the tax is recognised in other
comprehensive income or directly in equity, respectively.
Current income tax is calculated based on the tax laws enacted or substantively enacted at the balance sheet date in the countries
where the Group’s subsidiaries operate and generate taxable income.
Transactions and calculations for which the ultimate tax determination is uncertain may arise during the ordinary course of business.
Should an uncertain tax position arise, where a risk of an additional tax liability has been identified and it is considered probable that
the Group will be required to settle that tax, a tax provision is recognised. This is assessed on a case-by-case basis.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets
and liabilities and their carrying amounts in the Group’s financial statements. However, deferred income tax is not accounted for
if it arises from initial recognition of an asset or liability in a transaction, other than a business combination that at the time of the
transaction effects neither accounting nor taxable profit or loss. Deferred income tax is determined on an undiscounted basis using
tax rates (and laws) that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the
related deferred income tax asset is realised, or the deferred income tax liability is settled.
Deferred income tax assets are recognised to the extent that it is probable that future taxable profits will be available, against which
the temporary differences or losses can be utilised. Trading forecasts approved by the Board and covering a three-year period are
used to determine future taxable profits. Deferred tax movements in respect of losses recognised or derecognised in the period are
allocated between the income statement, other comprehensive income and equity in proportion to the origin of those losses.
Deferred income tax arising on differences between the future tax deduction and related share-based payment expense are
recognised in the income statement up to the amount of the cumulative share-based payment expense, with any excess recognised
directly in equity.
Deferred tax assets and liabilities are only offset where there is a legally enforceable right of offset and there is an intention to settle
the balances net.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
124 125
4imprint Group plc Annual Report & Accounts 2025 4imprint Group plc Annual Report & Accounts 2025
FINANCIAL STATEMENTS
1 Segmental reporting
The Group has two operating segments, North America, and UK & Ireland. The operating segments’ performance is assessed on
revenue and operating profit monthly by the chief operating decision maker, being the Board of Directors. The costs of the Head
Office are reported separately to the Board, but this is not an operating segment.
2025 2024
Revenue from external customers $m $m
North America
1,321.5
1,342.7
UK & Ireland
25.3
25.2
Total Group revenue
1,346.8
1, 367.9
2025 2024
Profit $m $m
North America
151.9
153.6
UK & Ireland
(0.1)
(0.4)
Operating profit from Direct Marketing operations
151.8
153.2
Head Office costs
(6.6)
(5.1)
Operating profit
145.2
148.1
Net finance income (note 3)
5.6
6.3
Profit before tax
150.8
154.4
Other segmental information
North UK & Head
America Ireland Office Total
2025 $m $m $m $m
Cost of sales
(893.7)
(17.1)
–
(910.8)
Marketing costs
(165.5)
(5.9)
–
(171.4)
Depreciation and amortisation
(6.6)
–
(0.3)
(6.9)
Assets
122.0
3.3
137.0
262.3
Liabilities
(94.4)
(3.6)
(1.0)
(99.0)
Additions to intangible assets and property, plant and equipment
4.9
–
–
4.9
North UK & Head
America Ireland Office Total
2024 $m $m $m $m
Cost of sales
(915.0)
(17.5)
–
(932.5)
Marketing costs
(167.7)
(6.0)
–
(173.7)
Depreciation and amortisation
(6.7)
–
(0.1)
(6.8)
Assets
132.4
3.1
152.0
287.5
Liabilities
(98.0)
(3.1)
(1.3)
(102.4)
Additions to intangible assets and property, plant and equipment
19.6
–
–
19.6
Head Office assets include the Group’s other financial assets – bank deposits and cash and cash equivalents balances.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
Other material accounting policy information continued
Trade and other receivables
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest
method, less provision for impairment. A provision for impairment of trade receivables is established based on the expected credit
loss. The Group applies the IFRS 9 simplified approach to measuring expected credit losses, which uses a lifetime expected loss
allowance for all trade receivables, which are grouped based on shared credit risk characteristics and the days past due. The amount
of the provision is recognised in the income statement. Trade receivables are discounted when the time value of money is considered
material. Receivables also include credit and debit card sales, which have not reached the bank at the reporting date.
Cash and cash equivalents
Cash and cash equivalents includes cash in hand, deposits held on call with banks and other short-term highly liquid investments
with original maturities of three months or less. Bank overdrafts are shown within borrowings in current liabilities on the balance
sheet. In the cash flow statement, cash and cash equivalents are shown net of bank overdrafts. Cash deposits and other short-term
highly liquid investments with an original maturity in excess of three months are classified as other financial assets.
Trade payables and contract liabilities
Trade payables are recognised initially at fair value and subsequently measured at amortised cost. Trade and other payables are
discounted when the time value of money is considered material.
Contract liabilities reflect the Group’s obligation to transfer goods to a customer and arise where a customer has paid an amount
of consideration in advance of receiving the goods.
Pensions
The Group operates defined contribution plans for the majority of its UK and US employees. The regular contributions are charged
to the income statement as they are incurred.
The Group also sponsors a defined benefit plan (the “Plan”), which is closed to new members and future accrual. The Group accounts
for the Plan under IAS 19 ‘Employee Benefits’. A deficit is recognised in full on the balance sheet if the present value of the defined
benefit obligations exceeds the fair value of the Plan assets (including the value of the bulk annuity policy) at the balance sheet date.
If the assets exceed the obligations, then a judgment is made to determine the level of refund available from the Plan in recognising
the amount of the surplus to be recognised. A full actuarial valuation is carried out at least every three years and the defined benefit
obligations are updated on an annual basis, by independent actuaries, using the projected unit credit method.
Pension charges recognised in the income statement consist of administration costs of running the Plan, past service costs, and a
finance income/expense based on the Plan’s net position calculated in accordance with IAS 19. Differences between the actual and
expected return on assets, experience gains and losses, and changes in actuarial assumptions are included directly in the statement
of comprehensive income.
Borrowings
Borrowings are measured initially at fair value net of transaction costs incurred and subsequently carried at amortised cost using
the effective interest rate method. Arrangement fees are amortised over the life of the borrowing.
Own shares held by employee share trusts
The Company is the sponsoring entity of an Employee Benefit Trust (EBT) and, notwithstanding the legal duties of the Trustees,
the Group considers that it has ‘de facto’ control of the EBT. The trust is accounted for as assets and liabilities of the Company
and included in the consolidated financial statements. The Company’s equity instruments held by the EBT are accounted for as
if they were the Company’s own equity and are treated as treasury shares. No gain or loss is recognised in profit or loss or other
comprehensive income on the purchase, sale or cancellation of the Company’s own equity held by the EBT.
IFRS standards effective in future financial statements
The IASB and IFRS Interpretations Committee have issued new or amended standards and interpretations, which are effective for
accounting periods as noted below. Standards and interpretations, which have been issued but are not yet effective, will be applied
by the Group in the accounting period that they become effective. Management has not currently concluded on the potential impact
of adopting the new or amended standards and interpretations listed below that are applicable for annual periods beginning on
1 January 2026 and beyond.
Amended standards applicable for annual periods beginning in 2025
Amendments to IAS 21 – Lack of Exchangeability
New and amended standards applicable for annual periods beginning on 1 January 2026 and beyond
Amendments to IFRS 9 and IFRS 7 – Amendments to the Classification and Measurement of Financial Instruments
Annual Improvements to IFRS Accounting Standards – Volume 11
Amendments to IFRS 9 and IFRS 7 – Contracts Referencing Nature-dependent Electricity
IFRS 18 Presentation and Disclosure in Financial Statements
IFRS 19 Subsidiaries without Public Accountability: Disclosures
1
1 Not yet UK-endorsed.
126 127
4imprint Group plc Annual Report & Accounts 2025 4imprint Group plc Annual Report & Accounts 2025
FINANCIAL STATEMENTS
3 Net finance income
2025 2024
Notes $m $m
Bank and other interest receivable
5.8
6.7
Lease interest charge
12
(0.2)
(0.4)
5.6
6.3
4 Employees
2025 2024
Staff costs
Notes
$m $m
Wages and salaries
107.3
101.9
Social security costs
8.4
8.1
Pension costs – defined contribution plans
6
3.7
3.5
Share-based payment expense
5
3.0
1.6
122.4
115.1
2025 2024
Average monthly number of people (including Executive Directors) employed Number Number
Distribution and production
746
722
Sales and marketing
636
647
Administration
286
285
1 ,668
1,654
2025 2024
Key management compensation $m $m
Salaries, fees and short-term employee benefits
1.9
1.8
Social security costs
0.1
0.1
Share-based payments expense
0.9
0.2
2.9
2.1
Key management compensation in the period comprised the emoluments of all Directors (which are disclosed separately in the
Remuneration Report).
2025 2024
Directors’ remuneration $m $m
Aggregate emoluments
1.9
1.8
5 Share-based payments
The Group operates the following equity-settled share-based payment schemes: the Long-Term Incentive Plan (LTIP), Deferred Bonus
Plan (DBP, formerly the 2015 Incentive Plan), US Employee Stock Purchase Plan (ESPP), and the UK Save As You Earn scheme (SAYE).
LTIPs
The Group’s active LTIPs are granted under the 2024 Buyout LTIP (the “2024 LTIP”) (awards made to Michelle Brukwicki to
compensate her for forfeiting awards from her previous employment) and the 2025 LTIP. Further details on these awards are
provided in the Annual Report on Remuneration.
The 2024 LTIP comprises six awards of 4imprint Group plc shares that mirror the non-market performance and service conditions,
dividend entitlement rights and vesting and release schedule of the Forfeited Awards.
Awards under the 2025 LTIP are subject to a market performance condition based on the total shareholder return (TSR) of the Group
versus a defined comparator group (25% of the awards) and a non-market performance condition based on cumulative basic earnings
per share (75% of the awards). Both award types are subject to the continued employment of the participant within the Group and
accrue entitlement to dividends during the vesting period.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
1 Segmental reporting continued
Geographical analysis of revenue and non-current assets
North All other
America UK countries Total
2025 $m $m $m $m
Total revenue by destination
1,321.6
24.3
0.9
1,346.8
Goodwill and intangible assets
1.2
–
–
1.2
Property, plant and equipment
48.2
0.8
–
49.0
Right-of-use assets
2.6
–
–
2.6
North All other
America UK countries Total
2024 $m $m $m $m
Total revenue by destination
1,342.8
24.2
0.9
1,367.9
Goodwill and intangible assets
1.3
–
–
1.3
Property, plant and equipment
48.5
0.8
–
49.3
Right-of-use assets
3.9
0.3
–
4.2
2 Operating profit
Operating profit is stated after charging/(crediting):
2025 2024
Notes $m $m
Cost of inventories recognised as an expense
1
747.4
771.7
Increase in provision for inventory
13
–
0.3
Shipping costs
1
64.3
66.3
Impairment loss on trade receivables
14
0.8
1.3
Staff costs
4
122.4
115.1
Marketing expenditure (excluding staff costs)
161.6
164.4
Depreciation of property, plant and equipment
11
5.2
4.9
Amortisation of intangible assets
10
0.1
0.2
Depreciation of right-of-use assets
12
1.6
1.7
Short-term and low-value operating lease payments
12
0.2
–
Defined benefit pension plan administration costs
6
0.5
0.4
Net exchange losses/(gains)
0.1
(0.2)
Other operating expenses
2
97.4
93.7
1,201.6
1,219.8
Cost of sales
910.8
932.5
Operating expenses
290.8
287.3
1 The 2024 ‘cost of inventories recognised as an expense’ has been revised from the $838.0m previously reported to $771.7m to present ‘shipping costs’ of $66.3m as
a separate item of expense.
2 Other operating expenses include credit card charges, medical insurance and facility costs.
Fees paid to the auditor were:
2025 2024
$m $m
Fees payable to the Company’s auditor for the audit of the Company
and consolidated financial statements
0.7
0.6
128 129
4imprint Group plc Annual Report & Accounts 2025 4imprint Group plc Annual Report & Accounts 2025
FINANCIAL STATEMENTS
ESPP/SAYE schemes
ESPP and SAYE schemes are offered to all US and UK employees. The exercise price for ESPP and SAYE options is equal to the
market rate, less any discount up to the limit imposed by the local tax authority at the pricing date. The fair value of the options is
determined using the Black-Scholes model at the grant date with expected volatility based on the standard deviation of expected
share price returns derived from historical statistical analysis of daily share prices and adjusted for any periods of extraordinary
volatility. The risk-free rate is based on zero coupon government bond yields.
The movements in, and weighted average exercise price of, the ESPP/SAYE options were:
2025
2024
Weighted Weighted
average average
Number of exercise price Number of exercise price
options (£) options (£)
Outstanding at the start of the period
82,559
40.52
89,661
40.05
Forfeited during the period
(1,841)
38.76
(2,911)
39.96
Exercised during the period
(200)
38.76
(309)
39.96
Expired during the period
(73,122)
38.82
(3,882)
39.96
Outstanding at the end of the period
7,396
39.90
82,559
40.52
Exercisable at the end of the period
–
–
–
–
ESPP/SAYE options outstanding at the end of the period were:
2025
Number
2024
Number
Exercise prices of options of options
£39.90
7,396
10,956
$51.08
–
71,603
7,396
82,559
Weighted average share price at the date of exercise (£)
55.95
60.50
Weighted average remaining contractual life (years)
0.93
1.08
6 Pensions
Defined contribution plans
The Group operates defined contribution plans for its UK and US employees. The regular contributions are charged to the income
statement as they are incurred. The charges recognised in the income statement are:
2025 2024
$m $m
Defined contribution plans – employers’ contributions (note 4)
3.7
3.5
Defined benefit plan
The Group also sponsors a UK defined benefit plan (the “Plan”) which is closed to new members and future accrual.
The assets of the Plan are administered by a corporate Trustee to meet pension liabilities for former employees of the Group.
The Trustee is required to act in the best interests of the Plan’s beneficiaries. The appointment of trustees is determined by the Plan’s
trust documentation. The level of retirement benefit is principally based on salary earned in the best three consecutive tax years in
the ten years prior to leaving active service and is linked to changes in inflation both pre and post-retirement.
The Trustee investment objectives and the processes undertaken to measure and manage the risks inherent in the investment
strategy are documented in the Plan’s Statement of Investment Principles, which can be found on the Company’s website at
https://investors.4imprint.com/governance/4imprint-2016-pension-plan.
The Plan is subject to the funding legislation outlined in the Pensions Act 2004. This, together with documents issued by the Pensions
Regulator and Guidance Notes adopted by the Financial Reporting Council, set out the framework for funding defined benefit
occupational pension plans in the UK.
An actuarial valuation of the Plan was undertaken as at 30 September 2022 in accordance with the funding requirements of the Pensions
Act 2004. The actuarial valuation showed a deficit of £2.6m. A recovery plan was agreed with the Trustee, under which the Company made
deficit contributions over the period from the valuation date to July 2023, which fully eliminated the deficit on the technical provisions’ basis.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
5 Share-based payments continued
LTIPs continued
The fair values of these equity-settled LTIP awards were calculated at the grant date using the assumptions below and the Black-Scholes
or Monte Carlo (TSR awards) models.
2025
2024
Grant date
26/03/25
09/12/24
Awards granted
56,334
36,855
Weighted average fair value at grant date
£34.44
£49.89
Assumptions used:
Share price
£39.60
£50.80
Expected volatility (for TSR awards)
40%
–
Expected award life (years)
3.0
0.4–2.5
Expected dividends expressed as a dividend yield
3.0%
3.0%
Risk-free interest rate
4.2%
4.1–4.5%
For the 2024 LTIP awards that do not have dividend entitlement rights, the historical net annual dividends paid by the Company were
used to derive an expected yield. As the awards are in the form of free shares, the fair value of LTIP awards subject to non-market
performance conditions is not affected by the expected volatility. The risk-free rate is based on zero coupon government bond yields
with duration commensurate to the expected life of the awards.
The movements in the LTIP awards were:
2025 2024
Number of Number of
awards awards
Outstanding at the start of the period
36,855
–
Granted during the period
1
64,297
36,855
Exercised during the period
(7,368)
–
Expired during the period
(3,668)
–
Outstanding at the end of the period
90,116
36,855
1. Includes dividend equivalent shares.
Deferred Bonus Plan (formerly the 2015 Incentive Plan)
Under the DBP, 50% of the annual bonus of the Chief Executive Officer and 33.3% of the annual bonus of the Chief Financial Officer
and certain senior managers is deferred into shares as awards of conditional shares or nil-cost options, based on the share price
at 31 December of the relevant year. The awards are made in a 42-day period following the announcement of the Group’s full-year
results and will normally not be exercisable until at least three years from the date of the grant (five years for the Chief Executive
Officer), conditional upon the continued employment of the participant within the Group. It is expected that 8,994 awards with a total
fair value of $0.5m will be granted in 2026 in respect of the 2025 bonus.
The fair values of the awards made in 2019, 2023, 2024 and 2025 are based on the share price on 31 December 2018, 31 December
2022, 31 December 2023 and 31 December 2024, respectively. The option life is between 4.25 and 6.25 years from the start of the
financial year to which the awards relate. The fair value of the expected awards to be made in 2026 will be based on the share price
on 31 December 2025.
The movements in the DBP/2015 Incentive Plan awards were:
2025 2024
Number of Number of
awards awards
Outstanding at the start of the period
46,321
42,631
Granted during the period
6,060
26,057
Exercised during the period
(7,304)
(22,367)
Outstanding at the end of the period
45,077
46,321
130 131
4imprint Group plc Annual Report & Accounts 2025 4imprint Group plc Annual Report & Accounts 2025
FINANCIAL STATEMENTS
The major categories of the Plan’s assets as a percentage of total assets are as follows:
2025
2024
$m
%
$m
%
Buy-in policy
21.5
98.6
20.6
98.5
Cash
0.3
1.4
0.3
1.5
21.8
100.0
20.9
100.0
The Plan holds no 4imprint Group plc shares or any property occupied by the Group.
The principal assumptions applied by the actuaries, as determined by the Directors, at each period-end were:
2025 2024
% %
Rate of increase in pensions in payment
2.86
3.08
Rate of increase in deferred pensions
2.29
2.51
Discount rate
5.57
5.52
Inflation assumption – RPI
2.94
3.21
– CPI
2.29
2.51
The mortality assumptions reflect the most recent version of the tables used in the September 2022 triennial valuation. The
assumptions imply the following life expectancies at age 65:
2025 2024
Years Years
Male currently aged 45
21.8
21.9
Female currently aged 45
23.8
23.9
Male currently aged 65
20.6
20.6
Female currently aged 65
22.3
22.5
The sensitivities on the key actuarial assumptions at the end of the period were:
Change in assumption
Change in defined benefit obligation
Discount rate
Decrease of 1.0%
+11.2%
Rate of inflation
Increase of 1.0%
+5.0%
Rate of mortality
Increase in life expectancy of one year
+3.1%
The sensitivities shown above are approximate. Each sensitivity considers each change in isolation and is calculated using the same
methodology as used for the calculation of the defined benefit liabilities at the end of the period. The inflation sensitivity includes the impact
of changes to the assumptions for revaluation and pension increases. In practice it is unlikely that the changes would occur in isolation.
The weighted average duration of the defined benefit obligation at 27 December 2025 is 13 years (2024: 13 years).
7 Taxation
Taxation recognised in the income statement is as follows:
2025 2024
$m $m
Current tax
Overseas tax
36.5
35.8
Total current tax
36.5
35.8
Deferred tax
Origination and reversal of temporary differences
0.7
1.4
Total deferred tax
0.7
1.4
Taxation
37.2
37.2
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
6 Pensions continued
Defined benefit plan continued
Following the purchase of a bulk annuity policy in 2023 covering substantially all the Plan liabilities, a further small premium was
paid during the period to cover the remaining liabilities, and the funding position is expected to remain stable until the buyout and
winding-up is completed. A Deed of Amendment and Winding-up Agreement was signed by the Trustee and the Company at the end
of September 2025. This gives flexibility on whether expenses are paid by the Company or the Plan and this also resulted in a revised
Schedule of Contributions, requiring no further contributions from the Company. However, should the Plan’s assets be insufficient to
cover the liabilities and costs arising from the winding-up, the Company has agreed to meet these costs. The Company triggered the
winding-up of the Plan in November 2025 and this is expected to be completed in 2026.
For the purposes of IAS 19, numbers from the actuarial valuation as at 30 September 2022, which was carried out by a qualified
independent actuary, have been updated on an approximate basis to 27 December 2025. There have been no changes in the
valuation methodology adopted for this period’s disclosures compared to the previous period’s disclosures. Under IAS 19, the fair
value of the bulk annuity policy matches the liabilities being insured, thus eliminating inflation, interest rate and longevity risks.
The amounts recognised in the income statement are as follows:
2025 2024
$m $m
Administration costs paid by the Plan
0.1
–
Administration costs paid by the Company
0.4
0.4
Total defined benefit pension charge
0.5
0.4
The amount recognised in the balance sheet comprises:
2025 2024
$m $m
Present value of liabilities
(21.5)
(20.9)
Fair value of assets
21.8
20.9
Net retirement benefit asset
0.3
–
Changes in the present value of the net retirement benefit asset are as follows:
Present value Fair value of
of liabilities assets Net asset
$m $m $m
At 31 December 2023
(23.3)
23.3
–
Interest (expense)/income
(1.0)
1.0
–
Return on Plan assets (excluding interest income)
–
(2.2)
(2.2)
Remeasurement gains due to changes in experience
0.1
–
0.1
Remeasurement losses due to changes in demographic assumptions
(0.1)
–
(0.1)
Remeasurement gains due to changes in financial assumptions
2.2
–
2.2
Benefits paid
1.0
(1.0)
–
Exchange gain/(loss)
0.2
(0.2)
–
At 28 December 2024
(20.9)
20.9
–
Administration costs paid by the Plan
–
(0.1)
(0.1)
Interest (expense)/income
(1.2)
1.2
–
Return on Plan assets (excluding interest income)
–
(0.2)
(0.2)
Remeasurement gains due to changes in demographic assumptions
0.1
–
0.1
Remeasurement gains due to changes in financial assumptions
0.4
–
0.4
Benefits paid
1.5
(1.5)
–
Exchange (loss)/gain
(1.4)
1.5
0.1
At 27 December 2025
(21.5)
21.8
0.3
132 133
4imprint Group plc Annual Report & Accounts 2025 4imprint Group plc Annual Report & Accounts 2025
FINANCIAL STATEMENTS
Analysed in the balance sheet as:
2025 2024
$m $m
Deferred tax assets
3.4
3.2
Deferred tax liabilities
(1.9)
(2.1)
1.5
1.1
Deferred tax at 27 December 2025 has been calculated at a tax rate of 25% (28 December 2024: 25%).
No deferred tax asset has been recognised for UK losses carried forward of $14.2m (2024: $17.0m), which are not forecast to be utilised in
the next three years. These losses have no expiry date and may be available for offset against future profits. No deferred tax is recognised
on the unremitted earnings of overseas subsidiaries, and no tax is expected to be payable on them in the foreseeable future.
Of the net deferred tax assets and liabilities, $0.3m is expected to reverse within the next twelve months (2024: $0.2m).
8 Earnings per share
Basic earnings per share is calculated by dividing the profit for the period by the weighted average number of shares in issue during
the period, excluding shares held by the EBT. The effect of excluding shares held by the EBT is to reduce the average number by
79,329 (2024: 17,289).
Diluted earnings per share is calculated by adjusting the weighted average number of shares to assume the conversion of all
potentially dilutive ordinary shares. Shares that are expected to be issued at a price below the market price of the Company’s
ordinary shares under the share-based payment schemes are potentially dilutive.
2025 2024
Number Number
‘000 ‘000
Weighted average number of shares
28,093
28,155
Dilutive effect of share-based payments
74
65
Diluted weighted average number of shares
28,167
28,220
Basic earnings per share
404.4c
416.3c
Diluted earnings per share
403.3c
415.3c
9 Dividends
2025 2024
Equity dividends – ordinary shares $m $m
Interim paid:
80.0c (2024: 80.0c)
22.9
23.4
Final paid:
160.0c (2024: 150.0c)
46.8
42.1
Special paid:
250.0c (2024: nil)
73.1
–
142.8
65.5
The Directors are proposing a final regular dividend in respect of the period ended 27 December 2025 of 160.0c per share; an
estimated payment amount of $44.9m. Subject to Shareholder approval at the AGM, this dividend will be paid on 3 June 2026 to
Shareholders registered on 1 May 2026. These financial statements do not reflect this proposed dividend.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
7 Taxation continued
The tax for the period is different to the standard rate of corporation tax in the respective countries of operation. The differences are
explained below:
2025 2024
$m $m
Profit before tax
150.8
154.4
Profit before tax for each country of operation multiplied by rate of corporation tax applicable in the
respective countries
37. 3
37.7
Effects of:
Expenses not deductible for tax and non-taxable income
0.4
(0.2)
UK tax losses utilised in the period
(0.9)
(0.8)
UK tax losses recognised for deferred tax
0.7
0.6
Other differences
(0.3)
(0.1)
Taxation
37.2
37.2
UK tax losses recognised for deferred tax relates to changes to the deferred tax asset in respect of brought forward UK tax losses,
which are forecast to be utilised against UK taxable profits over the next three years.
Management does not consider that there are any material uncertain tax positions.
Income tax credited to other comprehensive income is as follows:
2025 2024
$m $m
Deferred tax relating to UK tax losses
0.6
0.4
Income tax credited/(charged) to equity is as follows:
2025 2024
$m $m
Deferred tax relating to UK tax losses
0.1
0.1
Deferred tax relating to share-based payment schemes
(0.1)
(0.1)
–
–
Movement in deferred tax assets and liabilities
Depreciation/ Net tax
capital UK tax assets/
allowances losses Other (liabilities)
$m $m $m $m
At 31 December 2023
(3.6)
3.8
2.0
2.2
Charge to income statement
(0.4)
(0.9)
(0.1)
(1.4)
Credit to other comprehensive income
–
0.4
–
0.4
Credit/(charge) to equity
–
0.1
(0.1)
–
Exchange differences
–
(0.1)
–
(0.1)
At 28 December 2024
(4.0)
3.3
1.8
1.1
Charge to income statement
0.1
(1.0)
0.2
(0.7)
Credit to other comprehensive income
–
0.6
–
0.6
Credit/(charge) to equity
–
0.1
(0.1)
–
Exchange differences
0.1
0.4
–
0.5
At 27 December 2025
(3.8)
3.4
1.9
1.5
134 135
4imprint Group plc Annual Report & Accounts 2025 4imprint Group plc Annual Report & Accounts 2025
FINANCIAL STATEMENTS
11 Property, plant and equipment
Plant,
machinery,
Land and fixtures and Computer
buildings fittings hardware Total
$m $m $m $m
Cost
At 31 December 2023
24.9
30.6
3.6
59.1
Additions
14.5
4.2
0.9
19.6
Disposals
(0.1)
(1.4)
(0.4)
(1.9)
At 28 December 2024
39.3
33.4
4.1
76.8
Additions
2.3
1.5
1.1
4.9
Disposals
–
(0.3)
(0.5)
(0.8)
At 27 December 2025
41.6
34.6
4.7
80.9
Depreciation
At 31 December 2023
5.0
17.1
2.3
24.4
Charge for the period
0.9
3.2
0.8
4.9
Disposals
(0.1)
(1.3)
(0.4)
(1.8)
At 28 December 2024
5.8
19.0
2.7
27.5
Charge for the period
1.3
3.0
0.9
5.2
Disposals
–
(0.3)
(0.5)
(0.8)
At 27 December 2025
7.1
21.7
3.1
31.9
Net book value
At 27 December 2025
34.5
12.9
1.6
49.0
At 28 December 2024
33.5
14.4
1.4
49.3
Freehold land with a value of $1.3m (2024: $1.3m) has not been depreciated. The carrying amount of land and buildings includes
assets under construction of $2.3m (2024: $0.1m).
Impairment review
IAS 36 ‘Impairment of Assets’ requires an assessment at each reporting date of whether there is any indication that an asset may
be impaired (see note 10 for details on the impairment testing of goodwill). For the purposes of impairment testing, the Group is
considered to have two cash-generating units (CGUs), being the US and UK businesses.
The assessment of the US CGU did not identify any indicators of impairment (the US CGU has delivered another strong financial
performance in difficult market conditions in 2025). The UK CGU generated marginal financial results and cash flows in 2025 (small
operating loss and net cash inflow) and, following a small operating loss and net cash outflow in 2024, its financial performance was
considered an indication of potential impairment. A full impairment review was, therefore, undertaken covering all the UK CGU’s
assets within the scope of IAS 36, including property, plant and equipment, and intangible assets. With the principal asset of the
UK CGU comprising a freehold office building, the recoverable amount for the UK CGU was determined on a fair value less costs of
disposal basis. The fair value less costs of disposal of the UK CGU’s assets, supported by an independent valuation commissioned
for the office building in the prior year and a desktop review of the local property market in the current year, exceeded their carrying
value and, therefore, no impairment was identified.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
10 Goodwill and intangible assets
Computer
Goodwill software Total
$m $m $m
Cost
At 31 December 2023
1.0
1.9
2.9
Disposals
–
(0.4)
(0.4)
At 28 December 2024
1.0
1.5
2.5
Disposals
–
(0.4)
(0.4)
At 27 December 2025
1.0
1.1
2.1
Amortisation
At 31 December 2023
–
1.4
1.4
Charge for the period
–
0.2
0.2
Disposals
–
(0.4)
(0.4)
At 28 December 2024
–
1.2
1.2
Charge for the period
–
0.1
0.1
Disposals
–
(0.4)
(0.4)
At 27 December 2025
–
0.9
0.9
Net book value
At 27 December 2025
1.0
0.2
1.2
At 28 December 2024
1.0
0.3
1.3
See note 11 for details of the impairment review undertaken for the Group’s non-current assets excluding goodwill.
Goodwill relates to the acquisition on 25 April 2022 of the business of Fox Graphics Ltd, a private company based in Oshkosh, Wisconsin,
that specialised in screen-printing services. As required by IAS 36 ‘Impairment of Assets’, goodwill is required to be tested for impairment
annually, irrespective of whether any indicators of impairment have been identified. The screen-printing operations contribute to the
cash flows of the US CGU and, therefore, the goodwill arising on acquisition has been allocated to that CGU. The recoverable amount of
the US CGU exceeds the carrying amount of the assets and thus no impairment of the goodwill balance is required (the cash flow of the
US CGU for the period, and each future forecast period in the Group’s strategic three-year plan, comfortably exceeds the carrying value
of the assets in scope of IAS 36).
136 137
4imprint Group plc Annual Report & Accounts 2025 4imprint Group plc Annual Report & Accounts 2025
FINANCIAL STATEMENTS
13 Inventories
2025 2024
$m $m
Finished goods and goods for resale
14.7
17.1
The inventories balance includes $8.3m (2024: $9.7m) of goods in transit to customers at the balance sheet date. Provisions held
against inventory total $0.4m (2024: $0.4m). The nominal provisions reflect the minimal levels of inventory held under the ‘drop-ship’
business model, the generic nature of items held and consistently high levels of inventory turnover.
The amount of inventory charged to the income statement is shown in note 2.
14 Trade and other receivables
2025 2024
$m $m
Trade receivables – gross
37.0
42.4
Provision for credits
(1.8)
(2.1)
Provision for impairment of trade receivables
(1.1)
(1.3)
Trade receivables – net
34.1
39.0
Other receivables
17.4
17.7
Prepayments
6.2
7.7
57.7
64.4
Trade terms are a maximum of 30 days credit. Due to their short-term nature, the fair value of trade and other receivables does not
differ from the book value.
Trade and other receivables are only written off when the Group has exhausted all options to recover the amounts due and provided
for in full when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include,
amongst others, the failure of the debtor to engage in a repayment plan with the Group or a subsequent failure to make agreed
payments. An expected credit loss provision is then calculated on the remaining trade and other receivables.
Management has assessed the expected credit losses for trade receivables, which includes invoiced receivables and unbilled accrued
revenue, taking into account the uncertain economic and geopolitical environment. In addition, certain individual customers (where
there is objective evidence of credit impairment) have been provided for on a specific basis. This has resulted in an impairment
charge to the income statement of $0.8m (2024: $1.3m). The resultant provision for impairment of trade receivables has decreased
from 2024 reflecting recent improved collection experience and a reduction in the gross receivables balance, and continues to
represent a small percentage of the trade receivables balance given the high volume and low-value nature of customer transactions.
Other receivables include rebates receivable of $15.3m (2024: $16.1m). Management has reviewed other receivables and concluded
that there is no impairment required of any receivables other than trade receivables. Interim receipts of rebates receivable are
received through the year, thus reducing the Group’s credit exposures.
The ageing of past due trade receivables, which are not impaired, based on the customer’s creditworthiness and payment history,
is as follows:
2025 2024
Time past due date $m $m
Up to 3 months
9.2
10.8
3 to 6 months
0.4
0.7
Over 6 months
–
0.1
9.6
11.6
The ageing of impaired trade receivables is as follows:
2025 2024
Time past due date $m $m
Current
0.4
0.6
Up to 3 months
0.6
0.6
3 to 6 months
0.1
0.1
1.1
1.3
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
12 Leases
The Group leases premises in Oshkosh and Appleton, Wisconsin, and in London, England. In addition, there are various items of
machinery on short-term leases and some office equipment with low value. The Group applies the IFRS 16 exemptions for short-term
and low-value leases. No leases contain variable payment terms.
The Group has decided to relocate its leased downtown Oshkosh office space to its recently expanded distribution centre, which is
expected to be completed in mid-2026. Notice has been provided to the landlord of the Oshkosh offices confirming that the Group
will be terminating the lease agreement effective 30 September 2026 (this is the same as the lease term determined in the prior
year, so no reassessment under IFRS 16 is required). There are no undiscounted potential future rental payments relating to periods
covered by extension options that are not included in the lease term (and, therefore, lease liability) (2024: $6.5m).
Set out below are the carrying amounts of right-of-use assets recognised and the movements during the period:
Leasehold land
and buildings
$m
At 31 December 2023
11.4
Additions
0.4
Remeasurement of lease liability
(5.9)
Depreciation charge for the period
(1.7)
At 28 December 2024
4.2
Depreciation charge for the period
(1.6)
At 27 December 2025
2.6
See note 11 for details of the impairment review undertaken for the Group’s non-current assets.
Set out below are the carrying amounts of lease liabilities and the movements during the period:
2025 2024
$m $m
At the start of the period
5.3
12.3
Additions
–
0.4
Remeasurement of lease liability
–
(5.9)
Interest charge
0.2
0.4
Payments
(2.1)
(1.9)
At the end of the period
3.4
5.3
Current
1.5
1.9
Non-current
1.9
3.4
The maturity analysis of lease commitments is disclosed in note 18.
Set out below are the total cash outflows for leases:
2025 2024
$m $m
Included in cash flows from operating activities
Expense relating to leases of low-value assets, excluding short-term leases of low-value assets
0.2
–
Lease interest
0.2
0.4
Included in cash flows from financing activities
Capital element of lease payments
1.9
1.5
2.3
1.9
138 139
4imprint Group plc Annual Report & Accounts 2025 4imprint Group plc Annual Report & Accounts 2025
FINANCIAL STATEMENTS
16 Trade and other payables – current
2025 2024
$m $m
Trade payables
67.7
69.5
Other tax and social security payable
4.4
4.3
Other payables
1.4
0.5
Contract liabilities
6.5
6.9
Accruals
13.7
13.8
93.7
95.0
All trade payables have a maturity of 30 days or less from the balance sheet date. Due to their short-term nature, the fair value of
trade and other payables does not differ from the book value.
Contract liabilities represent the Group’s obligation to transfer goods to customers for which payment has been received in advance.
The opening contract liabilities balance of $6.9m has been recognised as revenue in 2025 (2024: $6.9m).
The Group expects to complete its remaining performance obligations in respect of the closing contract liabilities balance of $6.5m
and recognise the full amount as revenue in 2026.
17 Borrowings
The Group had the following committed floating rate borrowing facilities available:
2025 2024
Borrowing facilities $m $m
Expiring in more than one year
20.0
20.0
Committed facilities comprise an unsecured $20.0m line of credit for 4imprint, Inc., which expires on 31 May 2030. The Company
also has an unsecured UK overdraft facility of £1.0m that is repayable on demand, and which expires on 31 December 2026.
These facilities were undrawn at the year-end (2024: undrawn).
18 Financial risk management
The Group’s activities expose it to a variety of financial risks, including currency risk, credit risk, liquidity risk and capital risk.
Currency risk
The Group operates internationally and is exposed to various currency movements. Risk arises predominantly from the remittance
of overseas earnings in US dollars. In addition, Group subsidiaries may make both sales and purchases in a currency other than their
functional currency and have foreign currency trade receivables and trade payables in relation to these transactions.
The Group may use derivative financial instruments to partly hedge foreign currency cash flows arising from sales and purchases of
goods, as well as remittances from its overseas subsidiaries. The Group does not hedge the currency exposure of profits and assets
of its overseas subsidiaries or other financial transactions. At 27 December 2025, the Group had no forward currency contracts
outstanding (2024: none).
The movement in the exchange rates compared to the prior period reduced profit after tax by $0.1m and increased net assets
by $2.6m. The average rate used to translate profits was $1.32 (2024: $1.28) and the closing rate was $1.35 (2024: $1.26).
A strengthening in the Sterling exchange rate by 3% (the approximate range of movement of the average exchange rate over the
period) would reduce profit after tax by $0.1m for the period and increase net assets at the period-end by $1.1m.
Credit risk
Credit risk arises from deposits with banks and financial institutions, as well as credit exposures to trade receivable balances due
from customers and other receivable balances due from suppliers.
The risk associated with banks and financial institutions is managed on a Group basis. All banking relationships must be approved
by the Chief Financial Officer or the Board based on the credit rating of the bank.
The Group holds cash balances on deposit with its principal US and UK banks.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
14 Trade and other receivables continued
The trade receivables impairment provision is calculated using the simplified approach to the expected credit loss model. The provision
is based on the following percentages, which have been determined in reference to historical experience and current economic conditions:
2025
2024
Amount Provision Amount Provision
Age of trade receivable $m % $m %
Current
24.9
1.6
28.0
2.1
31 – 60 days
8.2
4.9
8.9
4.5
61 – 90 days
1.6
12.5
2.5
8.0
91 – 180 days
0.5
20.0
0.8
12.5
181 – 365 days
–
–
0.1
–
The carrying amounts of trade and other receivables are denominated in the following currencies:
2025 2024
$m $m
Sterling
2.7
2.9
US dollars
52.5
59.5
Canadian dollars
2.5
2.0
57.7
64.4
Movements in the provision for impairment of trade receivables are as follows:
2025 2024
$m $m
At the start of the period
1.3
2.6
Utilised
(1.0)
(2.6)
Provided
0.8
1.3
At the end of the period
1.1
1.3
15 Other financial assets and cash and cash equivalents
2025 2024
$m $m
Other financial assets – bank deposits
27.0
94.3
Other financial assets comprise bank deposits with an original maturity in excess of three months but not greater than one year.
2025 2024
$m $m
Cash at bank and in hand
105.8
53.3
140 141
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FINANCIAL STATEMENTS
Capital risk
The objective for managing cash, debt and equity capital is to safeguard the Company’s ability to continue as a going concern,
to provide returns for Shareholders and benefits for other stakeholders.
The policy for capital allocation is shown on page 51.
In 2025, the Company has provided returns to Shareholders in the form of dividends, details of which are included in note 9. Shares
were purchased by an EBT to cover the maturity of awards and options granted under the Group’s share-based payment schemes.
19 Capital commitments
The Group had capital commitments contracted for, but not provided for, in the financial statements at 27 December 2025 for
property, plant and equipment of $5.8m (2024: $0.3m).
20 Share capital and share premium reserve
Share premium
Number of Share capital reserve Total
shares $m $m $m
Issued and fully paid ordinary shares of 38
6
/
13
p each:
At 27 December 2025 and 28 December 2024
28,172,530
18.9
70.8
89.7
All shares have the same rights.
At 27 December 2025, the EBT held 127,503 own shares (2024: 30,016 own shares) in trust for employees participating in the
Group’s share-based payment schemes.
21 Other reserves
Capital Cumulative
redemption translation
reserve differences Total
$m $m $m
At 31 December 2023
0.4
5.4
5.8
Currency translation differences
–
(1.1)
(1.1)
At 28 December 2024
0.4
4.3
4.7
Currency translation differences
–
8.9
8.9
At 27 December 2025
0.4
13.2
13.6
The capital redemption reserve arose on the redemption of preference shares in 2000. The currency translation differences
represent the accumulated exchange movements on non-US dollar functional currency subsidiaries from 29 December 2003
(transition date to IFRS) to the balance sheet date.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
18 Financial risk management continued
Credit risk continued
Financial instruments
The table below sets out the Group’s financial instruments by category:
2025 2024
$m $m
Financial assets at amortised cost
Trade and other receivables (excluding prepayments) (note 14)
51.5
56.7
Other financial assets – bank deposits (note 15)
27.0
94.3
Cash and cash equivalents (note 15)
105.8
53.3
Financial liabilities at amortised cost
Trade and other payables (excluding non-financial liabilities) (note 16)
(87.2)
(88.1)
All trade receivables and payables have contracted maturities of 30 days or less from the balance sheet dates. All other receivables
and payables are due/payable within one year.
Trade receivables are amounts due from customers for goods sold in the ordinary course of business. Other receivables are non-
derivative financial assets with fixed or determinable payments that are not quoted in an active market. If collection of the amounts
is expected in one year or less, they are classified as current assets. If not, they are presented as non-current assets.
Trade receivables are shown net of credits and expected credit losses. The expected credit losses on other receivables are $nil
(2024: $nil).
There is no concentration of credit risk with respect to trade receivables as the Group has a large number of customers.
Management of credit risk arising from customers is delegated to the senior management of each business to a maximum level
per customer, above which it is referred to the Chief Financial Officer for approval. External credit agency assessment reports are
referred to as part of this process.
Cash and bank deposits were held with the following banks at the year-end:
2025 2024
2025 Deposit 2024 Deposit
Rating $m Rating $m
Lloyds Bank plc
Aa3
34.5
Aa3
98.3
JPMorgan Chase Bank, N.A.
Aa1
98.3
Aa1
49.3
132.8
147.6
Liquidity risk
Group borrowing requirements are managed centrally and the current borrowing arrangements are with the Group’s principal US
and UK banks. Terms are agreed, which are considered appropriate for the funding requirements of the Group at that time.
Operating working capital is managed to levels agreed with the Group and cash forecasts are reviewed regularly by management.
The Group monitors its levels of cash and indebtedness to ensure adequate liquid funds are available to meet the foreseeable
requirements of the Group. The Group does not actively monitor a gearing ratio but seeks to maintain an appropriate level of
financial flexibility. Details of borrowing facilities are given in note 17 and lease liabilities in note 12.
At 27 December 2025, the total other financial assets – bank deposits and cash and cash equivalents position (note 15) of the Group
was $132.8m (2024: $147.6m).
The table below sets out the Group’s contractual undiscounted lease commitments:
2025 2024
$m $m
Due within one year
1.6
2.1
Due in two to three years
0.7
2.0
Due in four to five years
0.8
0.7
Due over five years
0.7
1.0
3.8
5.8
142 143
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FINANCIAL STATEMENTS
COMPANY BALANCE SHEET
at 27 December 2025
Note
2025
£m
2024
£m
Non-current assets
Right-of-use assets – 0.2
Investments C 106.1 106.0
Deferred tax assets D 2.2 2.1
Retirement benefit asset B 0.2 –
Other receivables E 244.6 253.1
353.1 361.4
Current assets
Other receivables E 0.6 1.0
Other financial assets – bank deposits 20.0 75.0
Cash and cash equivalents 4.9 2.9
25.5 78.9
Current liabilities
Lease liabilities – (0.2)
Other payables (0.8) (0.9)
(0.8) (1.1)
Net current assets 24.7 77. 8
Non-current liabilities
Amounts due to subsidiary companies F (118.5) (127. 2)
Net assets 259.3 312.0
Shareholders’ equity
Share capital and share premium reserve H 51.2 51.2
Capital redemption reserve 0.2 0.2
Retained earnings 207.9 260.6
Total equity 259.3 312.0
Company’s income statement
Under section 408 of the Companies Act 2006, an income statement for the Company is not presented. Profit after tax and before
external dividends paid for the period of £54.3m (2024: £113.5m) is included in the retained earnings of the Company.
The financial statements on pages 143 to 151 were approved by the Board of Directors on 10 March 2026 and were signed on its
behalf by:
KEVIN LYONS-TARR MICHELLE BRUKWICKI
CHIEF EXECUTIVE OFFICER CHIEF FINANCIAL OFFICER
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
22 Cash generated from operations
2025 2024
$m $m
Profit before tax
150.8
154.4
Adjustments for:
Depreciation of property, plant and equipment
5.2
4.9
Amortisation of intangible assets
0.1
0.2
Depreciation of right-of-use assets
1.6
1.7
Share-based payment expense
3.0
1.6
Net finance income
(5.6)
(6.3)
Defined benefit pension administration costs paid by the Plan
0.1
–
Changes in working capital:
Decrease/(increase) in inventories
2.4
(3.5)
Decrease in trade and other receivables
6.9
3.8
(Decrease)/increase in trade and other payables
(2.6)
5.3
Cash generated from operations
161.9
162.1
23 Related party transactions
Transactions and balances between the Company and its subsidiaries have been eliminated on consolidation. The Group did not
participate in any related party transactions with parties outside of the Group.
Key management compensation is disclosed in note 4.
144 145
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FINANCIAL STATEMENTS
Note
2025
£m
2024
£m
Cash flows from operating activities
Cash used in operations J (3.5) (3.1)
Finance income received 12.7 11.8
Finance costs paid (6.1) (6.3)
Net cash generated from operating activities 3.1 2.4
Cash flows from investing activities
Dividends received 52.8 111.8
Return of capital contributions C 1.3 0.1
Decrease/(increase) in current asset investments – bank deposits 55.0 (64.0)
Net cash from investing activities 109.1 47.9
Cash flows from financing activities
Capital element of lease payments (0.2) –
Purchase of own shares (4.1) (1.5)
Dividends paid to Shareholders (105.9) (50.6)
Net cash used in financing activities (110.2) (52.1)
Net movement in cash and cash equivalents 2.0 (1.8)
Cash and cash equivalents at the beginning of the period 2.9 4.7
Cash and cash equivalents at the end of the period 4.9 2.9
COMPANY CASH FLOW STATEMENT
for the 52 weeks ended 27 December 2025
Share capital
£m
Share
premium
reserve
£m
Capital
redemption
reserve
£m
Retained earnings
Total
equity
£m
Own Shares
(note H)
£m
Profit
and loss
1
£m
At 31 December 2023 10.8 40.4 0.2 (1.0) 198.6 249.0
Profit for the period 113.5 113.5
Other comprehensive income
Tax relating to components of other
comprehensive income (note D) 0.3 0.3
Total comprehensive income 113.8 113.8
Own shares utilised 1.0 (1.0) –
Own shares purchased (1.5) (1.5)
Share-based payment expense 0.2 0.2
Capital contribution (note C) 1.1 1.1
Dividends (50.6) (50.6)
At 28 December 2024 10.8 40.4 0.2 (1.5) 262.1 312.0
Profit for the period 54.3 54.3
Other comprehensive income
Remeasurement gains on post-employment
obligations (note B) 0.2 0.2
Tax relating to components of other
comprehensive income (note D) 0.5 0.5
Total comprehensive income 55.0 55.0
Own shares utilised 0.6 (0.6) –
Own shares purchased (4.1) (4.1)
Share-based payment expense 0.6 0.6
Capital contribution (note C) 1.6 1.6
Tax relating to components of equity (note D) 0.1 0.1
Dividends (105.9) (105.9)
At 27 December 2025 10.8 40.4 0.2 (5.0) 212.9 259.3
1. See note I.
COMPANY STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
for the 52 weeks ended 27 December 2025
146 147
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FINANCIAL STATEMENTS
A. Employees
Staff costs
2025
£m
2024
£m
Wages and salaries 1.1 1.1
Social security costs 0.2 0.2
Share-based payment expense 0.6 0.2
1.9 1.5
The average number of people employed by the Company during the period was six (2024: six).
B. Pensions
Full details of the Group’s employee pension plans are contained in note 6 of the Group financial statements. The amount recognised
in the balance sheet represents the net asset in respect of the closed defined benefit pension plan (the “Plan”).
The amount recognised in the balance sheet comprises:
2025
£m
2024
£m
Present value of liabilities (16.0) (16.6)
Fair value of assets 16.2 16.6
Net retirement benefit asset 0.2 –
Changes in the present value of the net retirement benefit asset are as follows:
Present value
of liabilities
£m
Fair value of
assets
£m
Net asset
£m
At 31 December 2023 (18.4) 18.4 –
Interest (expense)/income (0.8) 0.8 –
Return on Plan assets (excluding interest income) – (1.8) (1.8)
Remeasurement gains due to changes in experience 0.1 – 0.1
Remeasurement gains due to changes in financial assumptions 1.7 – 1.7
Benefits paid 0.8 (0.8) –
At 28 December 2024 (16.6) 16.6 –
Interest (expense)/income (0.9) 0.9 –
Return on Plan assets (excluding interest income) – (0.1) (0.1)
Remeasurement gains due to changes in financial assumptions 0.3 – 0.3
Benefits paid 1.2 (1.2) –
At 27 December 2025 (16.0) 16.2 0.2
General information
4imprint Group plc, registered number 177991, is a public limited company incorporated in England and Wales, domiciled in the UK
and listed on the London Stock Exchange. Its registered office is 25 Southampton Buildings, London WC2A 1AL. The Company is the
ultimate holding company for the Group.
The Company’s financial statements are presented in Sterling and rounded to £0.1m.
Basis of preparation
The financial statements have been prepared on a going concern basis (see Going concern in the Basis of preparation section
of the Group financial statements for further information), under the historical cost convention in accordance with UK-adopted
International Accounting Standards and the requirements of the Companies Act 2006 as it applies to companies reporting under
those standards.
New accounting standards, amendments or revisions to existing standards or interpretations applicable for the first time in this
reporting period have not had a material impact on the Company’s results or balance sheet.
Environmental risks
In preparing the financial statements, management has considered the impact of environmental risks. Whilst the impact of environmental
risks is still developing and, therefore, all possible future outcomes are uncertain, risks known to the Company have been considered in
forming judgments, estimates and assumptions and in assessing going concern and viability. These considerations did not have a material
impact on the financial statements.
Estimates and judgments
The preparation of the financial statements requires management to make judgments and estimates that affect the application
of accounting policies, the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for
revenues and expenses during the year.
Critical accounting judgments are those judgments, apart from those involving estimations, that have been made in the process
of applying the Company’s accounting policies and that have the most significant effect on the amounts recognised in the financial
statements. Key assumptions and sources of estimation uncertainty are those that have a significant risk of resulting in a material
adjustment to the carrying amounts of the Company’s assets and liabilities within the next financial year.
Management does not consider there to be any critical accounting judgments or key assumptions and sources of estimation
uncertainty.
Other areas of judgment and accounting estimates
Other areas of judgment and accounting estimates made in preparing the financial statements include the determination of
appropriate probability of default, loss given default, and exposure at default inputs to assess amounts due from subsidiary
companies for expected credit losses (refer to note E).
Material accounting policy information
The material accounting policies adopted in the preparation of these financial statements are the same as those adopted in the
Group financial statements, except for the policies noted below. These policies have been consistently applied to all the periods
presented.
Share-based payments
The Company operates share-based payment schemes for employees of the Company and its subsidiaries. Awards to employees
of subsidiaries are treated as a capital contribution to the subsidiaries, resulting in an increase in the cost of investment and a
corresponding credit to reserves.
Investments
Investments in subsidiaries are stated at cost. Impairment reviews are carried out if there is some indication that the carrying value
of the investments may have been impaired. Where, in the opinion of the Directors, an impairment of the investment has arisen,
provisions are made in accordance with IAS 36 ‘Impairment of Assets’.
Amounts due from subsidiary companies
Amounts due from subsidiary companies are assessed for expected credit losses on a general basis under IFRS 9 ‘Financial Instruments’.
Where required, the Company recognises a provision on this basis reflecting either the lifetime or twelve-month expected credit loss
dependent on the change in credit risk since initial recognition of the financial asset. The amount of the provision, and any changes,
are recognised in the income statement. Amounts due from subsidiary companies are discounted when the time value of money is
considered material.
NOTES TO THE COMPANY’S FINANCIAL STATEMENTS
148 149
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FINANCIAL STATEMENTS
E. Other receivables
2025
£m
2024
£m
Trading amounts due from subsidiary companies 0.3 0.4
Loans due from subsidiary companies 244.6 253.1
Total amount due from subsidiary companies 244.9 253.5
Other receivables 0.2 0.2
Prepayments and accrued income 0.1 0.4
Total other receivables 245.2 254.1
Current 0.6 1.0
Non-current 244.6 253.1
Trading amounts due from subsidiary companies are repayable on demand and are non-interest bearing.
The movements in the loans due from subsidiary companies are as follows:
£m
At 31 December 2023 251.4
Exchange movement 1.7
At 28 December 2024 253.1
Exchange movement (8.7)
Drawdown of Pound Sterling Facility (see note G) 0.2
At 27 December 2025 244.6
The Company’s loans due from, and to, subsidiary companies (see note F for details of loans due to subsidiary companies) are based
on market terms and form part of the wider financing structure of the Group, the purpose of which is to maintain the gearing of the
Group’s US subgroup at an appropriate level, facilitate the repatriation of cash from the US to the UK, and manage cash flow volatility
arising from the taxation of foreign exchange movements.
Loans due from subsidiary companies of £244.6m (2024: £253.1m) include a 5.0% US dollar-denominated loan of $160.0m and
a 4.0% GBP-denominated loan of £125.9m, both of which are repayable on 7 September 2029.
Amounts due from subsidiary companies have been assessed for expected credit losses (ECL) using a common credit loss methodology
that incorporates probability of default, loss given default, and exposure at default inputs. The calculated ECL was immaterial and,
therefore, no provision has been recognised (2024: £nil). This reflects either the low credit risk characteristics of the borrower, or the
availability of sufficient liquid assets in the borrowing entities to enable them to settle their obligations at short notice.
The carrying amounts of the Company’s other receivables are denominated in the following currencies:
2025
£m
2024
£m
Sterling 126.7 126.9
US dollars 118.5 127.2
245.2 254.1
C. Investments
Investments in subsidiary undertakings
2025
£m
2024
£m
At the start of the period 106.0 105.0
Impairment of investment (0.2) –
Capital contribution repaid by subsidiary undertaking (1.3) (0.1)
Capital contribution to subsidiary undertaking 1.6 1.1
At the end of the period 10 6.1 106.0
The capital contribution represents IFRS 2 ‘Share-based Payments’ charges in respect of subsidiaries, which will not be recharged
until the awards/options vest.
Subsidiary undertakings
The subsidiaries at 27 December 2025 are set out below. All subsidiaries are wholly owned and have ordinary share capital only,
apart from 4imprint USA Limited, which also has preference shares.
Company Country of incorporation and operation Business
4imprint, Inc. US Promotional products
4imprint Direct Limited England Promotional products
4imprint UK Holdings Limited England Holding company
4imprint USA Limited England Holding company
4imprint US Group Inc. US Holding company
4imprint Limited England Dormant
The dormant company is exempt from statutory audit. There is no requirement in the US for statutory audits of the US subsidiaries.
The registered address of all subsidiaries registered in England is 25 Southampton Buildings, London WC2A 1AL, UK. The registered
address of 4imprint, Inc. is 101 Commerce Street, Oshkosh, WI 54901, US and of 4imprint US Group Inc. is 838 Walker Road, Suite
21-2, Dover, DE 19904, US.
Impairment review
IAS 36 ‘Impairment of Assets’ requires an assessment at each reporting date of whether there is any indication that an asset may be
impaired. The Company’s shares in subsidiary undertakings are supported by the cash flows of the US trading entity, 4imprint, Inc.
The assessment of the US CGU did not identify any indicators of impairment (the US CGU has delivered another strong financial
performance in difficult market conditions in 2025) and, accordingly, no indicator-based impairment testing has been undertaken.
The UK CGU generated marginal financial results and cash flows in 2025 (small operating loss and net cash inflow) and, following a
small operating loss and net cash outflow in 2024, its financial performance was considered an indication of potential impairment.
Accordingly, full impairment testing was undertaken. This resulted in the carrying value of the investment in 4imprint Direct Limited
relating to IFRS 2 capital contributions being written down to £nil as at 27 December 2025. The resulting impairment loss of £0.2m
was recognised in the income statement.
D. Taxation
Movement in deferred tax assets
UK tax losses
£m
At 31 December 2023 2.3
Charge to income statement (0.5)
Credit to other comprehensive income 0.3
At 28 December 2024 2.1
Charge to income statement (0.5)
Credit to other comprehensive income 0.5
Credit to equity 0.1
At 27 December 2025 2.2
Deferred tax at 27 December 2025 has been calculated at a tax rate of 25% (28 December 2024: 25%).
NOTES TO THE COMPANY’S FINANCIAL STATEMENTS CONTINUED
150 151
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FINANCIAL STATEMENTS
J. Cash used in operations
2025
£m
2024
£m
Profit before tax 54.8 114.0
Adjustments for:
Depreciation of right-of-use assets 0.2 –
Share-based payment expense 0.6 0.2
Impairment loss (note C) 0.2 –
Dividends received (52.8) (111.8)
Net finance income (6.6) (5.5)
Changes in working capital:
Decrease/(increase) in trade and other receivables 0.3 (0.3)
(Decrease)/increase in trade and other payables (0.1) 0.2
Movements in amounts due to/from subsidiary undertakings (0.1) 0.1
Cash used in operations (3.5) (3.1)
K. Related party transactions
During the period, the Company has been party to several transactions with subsidiary companies:
2025
£m
2024
£m
Income statement
Finance income receivable from subsidiary companies 11.1 11. 2
Finance costs payable to subsidiary companies (6.1) (6.2)
Balance sheet
Interest-bearing loans due from subsidiary companies at the end of the period 244.6 253.1
Interest-bearing loans due to subsidiary companies at the end of the period (118.5) (127. 2)
Key management compensation, comprising remuneration of the Directors, was:
2025
£m
2024
£m
Salaries, fees and short-term employee benefits 1.5 1.4
Social security costs 0.1 0.1
Share option charges 0.7 0.2
2.3 1.7
All related party transactions were made on terms equivalent to those that prevail in arm’s length transactions.
F. Amounts due to subsidiary companies
2025
£m
2024
£m
Loans due to subsidiary companies – non-current 118.5 127.2
The movements in the loans due to subsidiary companies are as follows:
£m
At 31 December 2023 125.5
Exchange movement 1.7
At 28 December 2024 127.2
Exchange movement (8.7)
At 27 December 2025 118.5
Loans due to subsidiary companies of £118.5m (2024: £127.2m) comprise a 5.0% US dollar-denominated loan of $160.0m, repayable
on 7 September 2029.
G. Commitments and contingent liabilities
The Company has provided letters of support to its subsidiary companies, 4imprint Direct Limited, 4imprint UK Holdings Limited and
4imprint USA Limited.
The Company has also entered into a Pound Sterling Facility Agreement with one of its subsidiaries, 4imprint Direct Limited, enabling
it to borrow up to £1.0m from the Company under a revolving credit facility until 11 November 2029. Interest is payable at the UK
base rate for Sterling plus 2.0% on any loans drawn under the facility. This facility was drawn by £0.2m at 27 December 2025, with an
additional $0.4m having been drawn post the balance sheet date (undrawn at 28 December 2024).
The Company had no known contingent liabilities at 27 December 2025 (2024: none).
H. Share capital and share premium reserve
Number of
shares
Share capital
£m
Share premium
reserve
£m
Total
£m
Issued and fully paid ordinary shares of 38
6
/
13
p each:
At 27 December 2025 and at 28 December 2024 28,172,530 10.8 40.4 51.2
Details of the Company’s share-based payment schemes, including the awards/options that have been granted and were outstanding
at the year-end, and the own shares held in trust by the EBT at the year-end, are given in notes 5 and 20 of the Group financial statements.
At 27 December 2025, employees of the Company had interests in 451 SAYE options (2024: 1,803) and 7,520 awards under the
2025 LTIP.
I. Distributable reserves
The profit and loss reserve of £212.9m (2024: £262.1m) includes £130.2m (2024: £129.8m), which is non-distributable.
NOTES TO THE COMPANY’S FINANCIAL STATEMENTS CONTINUED
152 153
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ADDITIONAL INFORMATION
FIVE-YEAR FINANCIAL RECORD
Income Statement
2025
$m
2024
$m
2023
$m
2022
$m
2021
$m
Revenue 1,346.8 1, 367.9 1,326.5 1,140.3 787.3
Gross profit 436.0 435.4 401.9 321.9 226.0
Operating profit 145.2 148.1 136.2 102.9 30.6
Finance income 5.8 6.7 4.7 1.1 –
Finance costs (0.2) (0.4) (0.4) (0.4) (0.4)
Pension finance income – – 0.2 0.1 –
Profit before tax 150.8 154.4 140.7 103.7 30.2
Taxation (37.2) (37. 2) (34.5) (23.6) (7.6)
Profit for the period 113.6 117. 2 106.2 80.1 22.6
Cents Cents Cents Cents Cents
Basic earnings per ordinary share 404.4 416.3 377.9 285.6 80.5
Dividend per share – paid and proposed 240.0 240.0 215.0 160.0 45.0
Special dividend per share – paid and proposed – 250.0 – 200.0 –
Balance Sheet
2025
$m
2024
$m
2023
$m
2022
$m
2021
$m
Non-current assets (excluding deferred tax and retirement
benefit assets) 52.8 54.8 47.6 44.3 37.4
Deferred tax assets 3.4 3.2 3.8 2.4 0.6
Retirement benefit asset 0.3 – – 1.2 2.0
Net current assets 110.6 132.6 95.6 105.0 54.8
Other liabilities (including lease liabilities) (3.8) (5.5) (12.5) (12.7) (11.8)
Shareholders’ equity 163.3 185.1 134.5 140.2 83.0
Cash and bank deposits 132.8 147.6 104.5 86.8 41.6
An alternative performance measure (APM) is a financial measure of historical or future financial performance, financial position,
or cash flows, other than a financial measure defined or specified within IFRS.
The Group uses APMs to supplement standard IFRS measures to provide users with information on underlying trends and additional
financial measures, which the Group considers will aid the users’ understanding of the business.
Definitions
Revenue per marketing dollar is the total revenue of the Group divided by the total marketing expense of the Group. This provides
a measure of the productivity of the marketing expenditure, which is a cornerstone of the Group’s organic revenue growth strategy.
Free cash flow is defined as the movement in cash and cash equivalents and other financial assets – bank deposits, before
distributions to Shareholders but including exchange gains/(losses) on cash and cash equivalents. It is a measure of cash available
for allocation in line with the Group’s capital allocation policy (see page 51):
2025
$m
2024
$m
Net movement in cash and cash equivalents 49.7 (37.6)
Add back: (Decrease)/increase in current asset investments – bank deposits (72.8) 81.7
Add back: Exchange gain/(loss) on change in current asset investments – bank deposits 5.5 (1.4)
Add back: Dividends paid to Shareholders 142.8 65.5
Less: Exchange gains on cash and cash equivalents 2.8 0.4
Free cash flow 128.0 108.6
Cash conversion is defined as the percentage of underlying operating cash flow to operating profit and is provided as a measure
of the efficiency of the Group’s business model (pages 18 and 19) to generate cash.
Return on average capital employed is defined as profit before tax divided by the simple average of opening and closing non-current
assets, excluding deferred tax and retirement benefit assets, plus net current assets and non-current lease liabilities. This is given to
show a relative measure of the Group’s efficient use of its capital resources.
Capital expenditure is defined as purchases of property, plant and equipment, and intangible assets, net of proceeds from the sale of
property, plant and equipment. These numbers are extracted from the cash flows from investing activities shown in the Group cash
flow statement.
2025
$m
2024
$m
Purchase of property, plant and equipment (3.9) (19.6)
Proceeds from sale of property, plant and equipment – 0.1
Capital expenditure (3.9) (19.5)
Underlying operating cash flow is defined as cash generated from operations before contributions to the defined benefit pension plan,
less capital expenditure. This reflects the cash flow directly from the ongoing business operations. This is reconciled to IFRS measures
as follows:
2025
$m
2024
$m
Cash generated from operations 161.9 162.1
Less: Purchase of property, plant and equipment (3.9) (19.6)
Add: Proceeds from sale of property, plant and equipment – 0.1
Underlying operating cash flow 158.0 142.6
Cash and bank deposits is defined as cash and cash equivalents and other financial assets – bank deposits. This measure is used by
the Board to understand the true cash position of the Group when determining the potential uses of cash under the balance sheet
funding and capital allocation policies. This is reconciled to IFRS measures as follows:
2025
$m
2024
$m
Other financial assets – bank deposits 27.0 94.3
Cash and cash equivalents 105.8 53.3
Cash and bank deposits 132.8 147.6
ALTERNATIVE PERFORMANCE MEASURES
154
4imprint Group plc Annual Report & Accounts 2025
ADDITIONAL INFORMATION
4imprint Group plc
25 Southampton Buildings
London WC2A 1AL
Telephone +44 (0)20 3709 9680
E-mail hq@4imprint.co.uk
Registered number
177991 England
Independent auditor
Ernst & Young LLP
1 More London Place
London SE1 2AF
Joint stockbrokers
Peel Hunt LLP
100 Liverpool Street
London EC2M 2AT
Joh. Berenberg. Gossler & Co. KG
60 Threadneedle Street
London EC2R 8HP
Registrar
MUFG Corporate Markets
Central Square
29 Wellington Street
Leeds LS1 4DL
Bankers
Lloyds Bank plc
JPMorgan Chase Bank, N.A.
REGISTERED OFFICE AND COMPANY ADVISERS
4imprint Group plc Annual Report & Accounts 2025
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4imprint Group plc Annual Report & Accounts 2025
Group office
4imprint Group plc
25 Southampton Buildings
London WC2A 1AL
Telephone +44 (0)20 3709 9680
Investor relations investor@4imprint.com
E-mail hq@4imprint.co.uk
Trading offices
USA
4imprint, Inc.
101 Commerce Street
Oshkosh
WI 54901, USA
Telephone +1 920 236 7272
E-mail sales@4imprint.com
2875 Atlas Avenue
Oshkosh
WI 54904, USA
UK
4imprint Direct Limited
5 Ball Green
Cobra Court
Trafford Park
Manchester M32 0QT
Freephone 0800 055 6196
Telephone +44 (0)161 850 3490
E-mail sales@4imprint.co.uk
Group plc