UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly Period Ended ~~May~~August 31, 2025

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Transition Period from to

Commission File Number 1-5807

ENNIS, INC.

(Exact Name of Registrant as Specified in Its Charter)


Texas		75-0256410
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

2441 Presidential Pkwy., Midlothian, Texas		76065
(Address of Principal Executive Offices)		(Zip code)

Registrant’s Telephone Number, Including Area Code: (972) 775-9801

Securities registered pursuant to Section 12(b) of the Act:

     Title of each class

     Trading
Symbol(s)

     Name of each exchange on which registered

     Common Stock, par value $2.50 per share

     EBF

     New York Stock Exchange

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☒

Non-accelerated filer	☐	Smaller reporting company	☐

		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~June~~September 2326, 2025, there were 25,~~795~~629,~~161~~751 shares of the Registrant’s common stock outstanding.

ENNIS, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE PERIOD ENDED ~~MAY~~AUGUST 31, 2025

TABLE OF CONTENTS

PART I: FINANCIAL INFORMATION
	Item 1. Condensed Consolidated Financial Statements (unaudited)	3
	Condensed Consolidated Balance Sheets at May 31, 2025 and February 28, 2025	3
	Condensed Consolidated Balance Sheets at August 31, 2025 and February 28, 2025	3
	Condensed Consolidated Statements of Operations for the three months ended May 31, 2025 and May 31, 2024	5
	Condensed Consolidated Statements of Operations for the three and six months ended August 31, 2025 and August 31, 2024	4
	Condensed Consolidated Statements of Comprehensive Income for the three months ended May 31, 2025 and May 31, 2024	6
	Condensed Consolidated Statements of Comprehensive Income for the three and six months ended August 31, 2025 and August 31, 2024	5
	Condensed Consolidated Statements of Changes in Shareholders’ Equity for the three months ended May 31, 2025 and May 31, 2024	7
	Condensed Consolidated Statements of Changes in Shareholders’ Equity for the three and six months ended August 31, 2025 and August 31, 2024	6
	Condensed Consolidated Statements of Cash Flows for the three months ended May 31, 2025 and May 31, 2024	8
	Condensed Consolidated Statements of Cash Flows for the six months ended August 31, 2025 and August 31, 2024	7
	Notes to Condensed Consolidated Financial Statements (unaudited)	98
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
	Item 3. Quantitative and Qualitative Disclosures About Market Risk	2930
	Item 4. Controls and Procedures	2930
PART II: OTHER INFORMATION
	Item 1. Legal Proceedings	2930
	Item 1A. Risk Factors	30
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	3031
	Item 3. Defaults Upon Senior Securities	3031
	Item 4. Mine Safety Disclosures	3031
	Item 5. Other Information	3031
	Item 6. Exhibits	3031
SIGNATURES		3132

PART I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

ENNIS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited, in thousands, except share and per share amounts)

	May 31,			February 28,
	August 31,			February 28,
	2025			2025
Assets
Current assets
Cash and cash equivalents	$	32,623		$	67,000
Cash	$	31,886		$	67,000
Short-term investments		—			5,475
Accounts receivable, net		36,~~942~~457			37,037
Other receivables		105,~~646~~700			1,716
Inventories, net		5362,~~109~~078			38,797
Prepaid expenses		2,~~725~~595			2,587
Prepaid income taxes		—198			128
Total current assets		~~136~~138,~~045~~914			152,740
Property, plant and equipment
Property, plant and equipment, net		57,964			52,586
Plant, machinery and equipment		161,316			158,730
Operating lease right-of-use assets, net		11,278			9,833
Land and buildings		71,703			67,946
Goodwill		106,906			94,349
Computer equipment and software		10,488			10,597
Intangible assets, net		40,645			33,270
Other		3,947			3,995
Total property, plant and equipment		247,454			241,268
Less accumulated depreciation		188,368			188,682
Property, plant and equipment, net		59,086			52,586
Operating lease right-of-use assets, net		10,808			9,833
Goodwill		106,756			94,349
Intangible assets, net		42,824			33,270
Net pension asset		1,422			1,422
Other assets		4,~~719~~704			4,735
Total assets	$	361,~~660~~833		$	348,935
Liabilities and Shareholders’ Equity
Current liabilities
Accounts payable	$	19,641		$	13,799
Accrued expenses		17,262			15,339
Current portion of operating lease liabilities		4,251			4,166
Total current liabilities		41,154			33,304
Deferred income taxes		8,069			7,841
Operating lease liabilities, net of current portion		6,729			5,310
Other liabilities		501			500
Total liabilities		56,453			46,955
Shareholders’ equity
Common stock $2.50 par value, authorized 40,000,000 shares; issued 30,053,443 shares at August 31, 2025 and February 28, 2025		75,134			75,134
Additional paid-in capital		125,894			125,452
Retained earnings		194,307			184,430
Accumulated other comprehensive loss:
Minimum pension liability, net of taxes		(10,740	)		(11,426	)
Treasury stock		(79,215	)		(71,610	)
Total shareholders’ equity		305,380			301,980
Total liabilities and shareholders' equity	$	361,833		$	348,935

See accompanying notes to condensed consolidated financial statements.

ENNIS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS-Continued

(unaudited, in thousands, except for par value and share amounts)

	May 31,			February 28,
	2025			2025
Liabilities and Shareholders’ Equity
Current liabilities
Accounts payable	$	23,144		$	13,799
Accrued expenses		18,391			15,339
Current portion of operating lease liabilities		4,271			4,166
Total current liabilities		45,806			33,304
Deferred income taxes		7,955			7,841
Operating lease liabilities, net of current portion		6,246			5,310
Other liabilities		501			500
Total liabilities		60,508			46,955
Shareholders’ equity
Common stock $2.50 par value, authorized 40,000,000 shares; issued 30,053,443 shares at May 31, 2025 and February 28, 2025		75,134			75,134
Additional paid-in capital		125,677			125,452
Retained earnings		187,658			184,430
Accumulated other comprehensive loss:
Minimum pension liability, net of taxes		(11,083	)		(11,426	)
Treasury stock		(76,234	)		(71,610	)
Total shareholders’ equity		301,152			301,980
Total liabilities and shareholders' equity	$	361,660		$	348,935

See accompanying notes to condensed consolidated financial statements.

ENNIS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited, in thousands, except share and per share amounts)

	Three months ended						Six months ended
	May 31,
	August 31,						August 31,
	2025			2024			2025			2024
Net sales	$	9798,~~197~~676		$	~~103~~99,~~108~~038		$	195,872		$	202,146
Cost of goods sold		6668,~~967~~574			7269,~~204~~259			135,541			141,463
Gross profit		30,~~230~~102			3029,~~904~~779			60,331			60,683
Selling, general and administrative		1617,~~947~~719			1716,~~170~~557			34,665			33,727
Loss from disposal of assets		—			439			—			43
Income from operations		1312,~~283~~383			13,~~730~~183			25,666			26,913
Other income (expense)
Interest income		~~550~~777			1,~~359~~369			1,328			2,728
Other, net		(318	)		(348	)
Proceeds from legal settlement		5,298			—			5,298			—
Total other income (expense)		232			1,011
Other, net		(314	)		(335	)		(633	)		(683	)
Earnings before income taxes		13,515			14,741
Total other income (expense)		5,761			1,034			5,993			2,045
Income tax expense		3,716			4,054
Earnings before income taxes		18,144			14,217			31,659			28,958
Net earnings	$	9,799		$	10,687
Income tax expense		4,989			3,909			8,706			7,963
Weighted average common shares outstanding
Net earnings	$	13,155		$	10,308		$	22,953		$	20,995
Basic		25,956,639			26,156,928
Weighted average common shares outstanding
Diluted		26,021,247			26,279,646
Basic		25,718,068			26,009,876			25,836,670			26,015,195
Earnings per share
Diluted		25,791,647			26,054,499			25,905,625			26,156,161
Basic	$	0.38		$	0.41
Earnings per share
Diluted	$	0.38		$	0.41
Basic	$	0.51		$	0.40		$	0.89		$	0.81
Diluted	$	0.51		$	0.40		$	0.89		$	0.80

See accompanying notes to condensed consolidated financial statements.

ENNIS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited, in thousands)

	Three months ended					Six months ended
	May 31,
	August 31,					August 31,
	2025		2024			2025		2024
Net earnings	$	913,~~799~~155	$	10,~~687~~308		$	22,953	$	20,995
Adjustment to pension, net of taxes		343		~~372~~(528	)		686		(156	)
Comprehensive income	$	1013,~~142~~498	$	119,~~059~~780		$	23,639	$	20,839

See accompanying notes to condensed consolidated financial statements.

ENNIS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited, in thousands, except share and per share amounts)

											Accumulated
					Additional						Other
	Common Stock				Paid-in			Retained			Comprehensive			Treasury Stock
	Shares		Amount		Capital			Earnings			Income (Loss)			Shares			Amount			Total
Balance February 28, 2025		30,053,443	$	75,134	$	125,452		$	184,430		$	(11,426	)		(4,060,655	)	$	(71,610	)	$	301,980
Net earnings		—		—		—			9,799			—			—			—			9,799
Adjustment to pension, net of deferred tax of $114		—		—		—			—			343			—			—			343
Dividends paid ($0.25 per share)		—		—		—			(6,571	)		—			—			—			(6,571	)
Stock based compensation		—		—		568			—			—			—			—			568
Exercise of stock options and restricted stock		—		—		(343	)		—			—			21,933			387			44
Common stock repurchases		—		—		—			—			—			(260,560	)		(5,011	)		(5,011	)
Balance May 31, 2025		30,053,443	$	75,134	$	125,677		$	187,658		$	(11,083	)		(4,299,282	)	$	(76,234	)	$	301,152
Balance February 29, 2024		30,053,443	$	75,134	$	126,253		$	236,196		$	(13,019	)		(4,250,226	)	$	(74,723	)	$	349,841
Net earnings		—		—		—			13,155			—			—			—			13,155
Net earnings		—		—		—			10,687			—			—			—			10,687
Adjustment to pension, net of deferred tax of $113		—		—		—			—			343			—			—			343
Adjustment to pension, net of deferred tax of $124		—		—		—			—			372			—			—			372
Dividends paid ($0.25 per share)		—		—		—			(6,506	)		—			—			—			(6,506	)
Dividends paid ($0.25 per share)		—		—		—			(6,460	)		—			—			—			(6,460	)
Stock based compensation		—		—		779			—			—			—			—			779
Stock based compensation		—		—		1,760			—			—			—			—			1,760
Exercise of stock options and restricted stock		—		—		(562	)		—			—			31,640			561			(1	)
Exercise of stock options and restricted stock		—		—		(4,065	)		—			—			231,216			4,065			—
Common stock repurchases		—		—		—			—			—			(196,111	)		(3,542	)		(3,542	)
Common stock repurchases		—		—		—			—			—			(91,883	)		(1,827	)		(1,827	)
Balance August 31, 2025		30,053,443	$	75,134	$	125,894		$	194,307		$	(10,740	)		(4,463,753	)	$	(79,215	)	$	305,380
Balance February 28, 2025		30,053,443	$	75,134	$	125,452		$	184,430		$	(11,426	)		(4,060,655	)	$	(71,610	)	$	301,980
Net earnings		—		—		—			22,953			—			—			—			22,953
Adjustment to pension, net of deferred tax of $227		—		—		—			—			686			—			—			686
Dividends paid ($0.50 per share)		—		—		—			(13,076	)		—			—			—			(13,076	)
Stock based compensation		—		—		1,346			—			—			—			—			1,346
Exercise of stock options and restricted stock		—		—		(904	)		—			—			53,573			948			44
Common stock repurchases		—		—		—			—			—			(456,671	)		(8,553	)		(8,553	)
Balance August 31, 2025		30,053,443	$	75,134	$	125,894		$	194,307		$	(10,740	)		(4,463,753	)	$	(79,215	)	$	305,380
Balance May 31, 2024		30,053,443	$	75,134	$	123,948		$	240,423		$	(12,647	)		(4,110,893	)	$	(72,485	)	$	354,373
Net earnings		—		—		—			10,308			—			—			—			10,308
Adjustment to pension, net of deferred tax of $1,024		—		—		—			—			(528	)		—			—			(528	)
Dividends paid ($0.25 per share)		—		—		—			(6,496	)		—			—			—			(6,496	)
Stock based compensation		—		—		713			—			—			—			—			713
Exercise of stock options and restricted stock		—		—		(346	)		—			—			19,676			346			—
Common stock repurchases		—		—		—			—			—			(39	)		(1	)		(1	)
Balance August 31, 2024		30,053,443	$	75,134	$	124,315		$	244,235		$	(13,175	)		(4,091,256	)	$	(72,140	)	$	358,369
Balance February 29, 2024		30,053,443	$	75,134	$	126,253		$	236,196		$	(13,019	)		(4,250,226	)	$	(74,723	)	$	349,841
Net earnings		—		—		—			20,995			—			—			—			20,995
Adjustment to pension, net of deferred tax of $1,148		—		—		—			—			(156	)		—			—			(156	)
Dividends paid ($0.50 per share)		—		—		—			(12,956	)		—			—			—			(12,956	)
Stock based compensation		—		—		2,473			—			—			—			—			2,473
Exercise of stock options and restricted stock		—		—		(4,411	)		—			—			250,892			4,411			—
Common stock repurchases		—		—		—			—			—			(91,922	)		(1,828	)		(1,828	)
Balance August 31, 2024		30,053,443	$	75,134	$	124,315		$	244,235		$	(13,175	)		(4,091,256	)	$	(72,140	)	$	358,369

See accompanying notes to condensed consolidated financial statements.

ENNIS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in thousands)

	Three months ended
	Six months ended
	May 31,
	August 31,
	2025			2024
Cash flows from operating activities:
Net earnings	$	922,~~799~~953		$	1020,~~687~~995
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation		24,~~239~~519			24,~~314~~566
Amortization of intangible assets		13,~~944~~973			13,~~929~~864
Loss from disposal of assets		—			443
Amortization of discount on short-term investments		(25	)		(~~408~~737	)
Bad debt expense, net of recoveries		90118			~~110~~177
Stock based compensation		~~568~~1,346			12,~~760~~473
Deferred income taxes		—			56
Net pension expense		913			992
Net pension expense		457			496
Changes in operating assets and liabilities, net of the effects of acquisitions
Accounts and other receivables		(71,~~340~~937	)		34,~~190~~639
Prepaid expenses and income taxes		(1078	)		~~677~~(1,042	)
Inventories		(1120,~~798~~767	)		~~(966~~227	)
Other assets		16			—
Cash paid to pension plan		—			(1,200	)
Accounts payable and accrued expenses		11,953			3,275
Other assets		31			—
Other liabilities		67			(19	)
Accounts payable and accrued expenses		7,320			(77	)
Net cash provided by operating activities		7,960			23,105
Other liabilities		59			21
Net cash provided by operating activities		18,425			34,941
Cash flows from investing activities:
Capital expenditures		(12,~~368~~793	)		(23,~~510~~618	)
Purchase of businesses, net of cash acquired		(34,931	)		—(5,622	)
Purchase of short-term investments		—			(10,093	)
Maturity of short-term investments		5,500			717,500
Proceeds from disposal of plant and property		—270			5156
Net cash used in investing activities		(3031,~~799~~954	)		(51,~~052~~777	)
Cash flows from financing activities:
Dividends paid		(613,~~571~~076	)		(612,~~460~~956	)
Common stock repurchases		(58,~~011~~553	)		(1,~~827~~828	)
Proceeds from exercise of stock options		44			—
Net cash used in financing activities		(1121,~~538~~585	)		(814,~~287~~784	)
Net change in cash and cash equivalents		(3435,~~377~~114	)		918,~~766~~380
Cash and cash equivalents at beginning of period		67,000			81,597
Cash and cash equivalents at end of period	$	3231,~~623~~886		$	9199,~~363~~977

See accompanying notes to condensed consolidated financial statements.

ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED ~~MAY~~AUGUST 31, 2025(unaudited)

1. Significant Accounting Policies and General Matters

Basis of Presentation

These unaudited condensed consolidated financial statements of Ennis, Inc. and its subsidiaries (collectively referred to as the “Company,” “Registrant,” “Ennis,” or “we,” “us,” or “our”) for the ~~period~~six months ended ~~May~~August 31, 2025 have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP') and pursuant to the rules and regulations of the Securities and Exchange Commission pertaining to interim financial statements. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended February 28, 2025, from which the accompanying consolidated balance sheet at February 28, 2025 was derived. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, all adjustments considered necessary for a fair presentation of the interim financial information have been included and are of a normal recurring nature. The preparation of the condensed consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the disclosure and reported amounts of assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company evaluates these estimates and judgments on an ongoing basis, including those related to ~~bad~~credit ~~debts~~losses, inventory valuations, property, plant and equipment, intangible assets, pension plan, accrued liabilities, and income taxes. The Company bases estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances. The results of operations for any interim period are not necessarily indicative of the results of operations for a full year.

Recent Accounting Pronouncements

Issued Accounting Standards Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands disclosures in a public entity’s income tax rate reconciliation table and other disclosures regarding cash taxes paid both in the U.S. and foreign jurisdictions. This ASU is effective for annual periods beginning after December 15, 2024 (fiscal 2026 for the Company), but early adoption is permitted. This ASU should be applied on a prospective basis, although retrospective application is permitted. Management expects the adoption of the pronouncement will result in additional disclosures in its Consolidated Financial Statements for fiscal year 2026 but does not expect it to have a material impact on our Consolidated Financial Statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, that requires entities to disclose additional information in the notes to the financial statements about prescribed categories underlying any relevant income statement expense caption. The new standard is effective for annual reporting periods beginning after December 15, 2026 (fiscal year 2028 for the Company and interim periods within annual reporting periods beginning after December 15, 2027. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements but will result in some disaggregation of the Company’s income statement expenses in the notes to the Consolidated Financial Statements.

9In July 2025, the FASB issued ASU 2025-05, "Financial Instruments - Credit Losses (Topic 326): Measurements of Credit Losses for Accounts Receivable and Contract Assets" ("ASU 2025-05"). The amendments in this update provide a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under FASB Accounting Standards Codification 606. Under ASU 2025-05, an entity is required to disclose whether it has elected to use the practical expedient. An entity that makes the accounting policy election is required to disclose the date through which subsequent cash collection are evaluated. ASU 2025-05 is effective for the Company beginning in the fiscal year ending February 28, 2027. The Company is currently evaluating the impacts of the adoption of ASU 2025-05 on the Consolidated Financial Statements.

ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED ~~MAY~~AUGUST 31, 2025(unaudited)

2. Revenue

Nature of Revenues

Substantially all of the Company’s revenue is derived from the sale of printed products in the continental United States of America and is primarily recognized at a point in time in an amount that reflects the consideration the Company expects to be provided in exchange for those goods. Revenue from the sale of commercial printing products, including shipping and handling fees billed to customers, is recognized when the performance obligation is met upon the transfer of control to the customer, which is generally upon shipment to the customer when the terms of the sale are freight on board ("FOB") shipping point, or, to a lesser extent, upon delivery to the customer if the terms of the sale are FOB destination. Net sales represent gross sales invoiced to customers, less certain related charges, including sales tax, discounts, returns and other allowances. Returns, discounts and other allowances have historically been insignificant.

In a small number of cases and upon customer request, the Company prints and stores printed product for customer specified future delivery, generally within the same year as the product is manufactured. In this case, revenue is recognized upon the transfer of control when manufacturing is complete and title and risk of ownership is passed to the customer while the inventory remains in the Company’s warehouse. Approximately $36.01 million and $36.89 million of revenue was recognized under these arrangements during the ~~three~~six months ended ~~May~~August 31, 2025 and 2024, respectively.

Storage revenue for certain customers may be recognized over time rather than at a point in time. The amount of storage revenue is immaterial to the Consolidated Financial Statements. As the output method for measure of progress is determined to be appropriate, the Company recognizes revenue in the amount for which it has the right to invoice for revenue that is recognized over time and for which it demonstrates that the invoiced amount corresponds directly with the value to the customer for the performance completed to date.

The Company does not disaggregate revenue and operates in one reportable segment consisting of printed product revenue, which is reported as net sales on the condensed consolidated statements of operations. See Note 19. The Company does not have material contract assets and contract liabilities as of ~~May~~August 31, 2025.

Significant Judgments

Generally, the Company’s contracts with customers are comprised of a written quote and customer purchase order or statement of work, and governed by the Company’s trade terms and conditions. In certain instances, it may be further supplemented by separate pricing agreements and customer incentive arrangements, which typically only affect the contract’s transaction price. Contracts do not contain a significant financing component as payment terms on invoiced amounts are typically between 30 to 90 days, based on the Company’s credit assessment of individual customers, as well as industry expectations. Product returns are not significant as the bulk of the Company's sales are custom in nature.

From time to time, the Company may offer incentives to its customers considered to be variable consideration including volume-based rebates or early payment discounts. Customer incentives considered to be variable consideration are recorded as a reduction to revenue as part of the transaction price at contract inception when there is a basis to reasonably estimate the amount of the incentive and only to the extent that it is probable that a significant reversal of any incremental revenue will not occur. Customer incentives are allocated entirely to the single performance obligation of transferring printed product to the customer and are not considered material.

For customers with terms of FOB shipping point, the Company accounts for shipping and handling activities performed after the control of the printed product has been transferred to the customer as a fulfillment cost. The Company accrues for the costs of shipping and handling activities if revenue is recognized before contractually agreed shipping and handling activities occur.

The Company’s contracts with customers are generally short-term in nature. Accordingly, the Company does not disclose the value of unsatisfied performance obligations nor the timing of revenue recognition.

109

ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED ~~MAY~~AUGUST 31, 2025(unaudited)

3. Short-term Investments and Fair Value Measurements

Short-term investments are securities with original maturities of greater than three months but less than twelve months and were comprised of U.S. Treasury Bills. The Company ~~determines~~determined the classification of these securities as trading, available for sale or held to maturity at the time of purchase and ~~re-evaluates~~reevaluated these determinations at each balance sheet date. The Company's short-term investments were classified as held-to-maturity for the period presented as it had the positive intent and ability to hold these investments to maturity. The Company's held-to-maturity investments were stated at amortized cost with a zero credit loss allowance because the probability of default iswas virtually zero due to the high credit rating, long history of no credit losses and the widely recognized risk free nature of these investments.

Amortized cost and estimated fair value of investment securities classified as held-to-maturity were as follows at ~~May~~August 31, 2025 and February 28, 2025 (in thousands):

			Gross		Gross
	Cost or		Unrealized		Unrealized		Estimated
	Amortized		Holding		Holding		Fair
	Cost		Gains		Losses		Value
May 31, 2025
August 31, 2025
Investment securities due in less than one year	$	—	$	—	$	—	$	—
February 28, 2025
Investment securities due in less than one year	$	5,475	$	4	$	—	$	5,479

The Company’s short-term investments in investment securities were Level 1 fair value measure. The Company did not hold any Level 2 or 3 financial assets or liabilities measured at fair value on a recurring basis. There were no transfers between levels during the three and six months ended ~~May~~August 31, 2025.

4. Receivables

Accounts Receivable and Allowance for Credit Losses

Accounts receivable are reduced by an allowance for an estimate of amounts that are uncollectible. Substantially all of the Company’s receivables are due from customers in North America. The Company extends credit to its customers based upon its evaluation of the following factors: (i) the customer’s financial condition, (ii) the amount of credit the customer requests, and (iii) the customer’s actual payment history (which includes disputed invoice resolution). The Company does not typically require its customers to post a deposit or supply collateral. The Company’s allowance for credit losses is based on an analysis that estimates the amount of its total customer receivable balance that is not collectible. This analysis includes assessing a default probability to customers’ receivable balances, which is influenced by several factors including (i) current market conditions, (ii) periodic review of customer credit worthiness, and (iii) review of customer receivable aging and payment trends. Accounts receivable relate to credit extended directly to customers in the ordinary course of business.

The Company writes off accounts receivable when they become uncollectible, and payments subsequently received on such receivables are credited to the allowance in the period the payment is received. Recoveries for the years presented were not significant to the financial statements. Credit losses from continuing operations have consistently been within management’s expectations.

The following table presents the activity in the Company’s allowance for credit losses (in thousands):

	Three months ended						Six months ended
	May 31,
	August 31,						August 31,
	2025			2024			2025			2024
Balance at beginning of period	$	1,~~713~~758		$	1,~~707~~720		$	1,713		$	1,707
Bad debt expense, net of recoveries		9028			~~110~~67			118			177
Accounts written off		(45127	)		(9711	)		(172	)		(108	)
Balance at end of period	$	1,~~758~~659		$	1,~~720~~776		$	1,659		$	1,776

1110

ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED ~~MAY~~AUGUST 31, 2025(unaudited)

Other Receivables

Other receivables primarily consist of vendor rebate receivables which represent amounts due from vendors for volume and are generally negotiated at the beginning of the annual period. The Company receives volume-based rebates from certain suppliers. These rebates are recognized as a reduction in the cost of inventory and are recognized in cost of goods sold when the related inventory is sold. Rebates are accrued based on purchases and in accordance with the contractual terms.

5. Inventories

The Company values its inventories at the lower of first-in, first out (“FIFO”) cost or market cost, with the exception of approximately 1011.41% and 7.1% of inventories which is valued at last-in, first-out (“LIFO”) as of ~~May~~August 31, 2025 and February 28, 2025, respectively, or net realizable value. The Company regularly reviews inventories on hand, using specific aging categories, and writes down the carrying value of its inventories for excess and potentially obsolete inventories based on historical usage and estimated future usage. In assessing the ultimate realization of its inventories, the Company is required to make judgments as to future demand requirements. As actual future demand or market conditions may vary from those projected by the Company, adjustments to inventories may be required. Reserves for excess and obsolete inventory at ~~May~~August 31, 2025 and February 28, 2025 were $1.89 million and $1.8 million, respectively.

The following table summarizes the components of inventories at the different stages of production as of the dates indicated (in thousands):

	May 31,		February 28,
	August 31,		February 28,
	2025		2025
Raw material	$	3135,~~073~~231	$	20,862
Work-in-process		5,~~736~~545		4,919
Finished goods		1621,~~300~~302		13,016
	$	5362,~~109~~078	$	38,797

6. ~~Acquisitions~~Property, Plant and Equipment

The following table presents a summary of property, plant and equipment, net:


	August 31,		February 28,
	2025		2025
Plant, machinery and equipment	$	160,324	$	158,730
Land and buildings		72,472		67,946
Computer equipment and software		10,350		10,597
Other		3,946		3,995
Property, plant and equipment		247,092		241,268
Less accumulated depreciation		189,128		188,682
Property, plant and equipment, net	$	57,964	$	52,586

7. Acquisitions

The Company applies the acquisition method of accounting for business combinations. Under the acquisition method, the acquiring entity in a business combination recognizes 100% of the assets acquired and liabilities assumed at their acquisition date fair values with certain limited exceptions permitted under US GAAP. Management utilizes valuation techniques appropriate for the asset or liability being measured in determining these fair values. Any excess of the purchase price over amounts allocated to assets acquired, including identifiable intangible assets and liabilities assumed, is recorded as goodwill. Where amounts allocated to assets acquired and liabilities assumed is greater than the purchase price, a bargain purchase gain is recognized. Acquisition-related costs are expensed in the period incurred.

~~Acquisition of Northeastern Envelope Company and Envelope Superstore~~11

On April 11, 2025 the Company acquired the net assets and business of Northeastern Envelope Company ("NEC"), which is based in Old Forge, Pennsylvania, and Envelope Superstore ("ESS") which is based in Hiram, Georgia, for approximately $34.9 million in cash. The Company performed a preliminary allocation of the total estimated consideration and recorded the underlying assets acquired (including certain identified intangible assets) and liabilities assumed based on the estimated fair values prepared by management using the information available as of the acquisition date. All goodwill of $12.4 million recognized as a part of this acquisition is deductible for tax purposes. The Company also recorded intangible assets with definite lives ranging from 2 to 13 years of approximately $11.5 million in connection with the transaction, which are also deductible for tax purposes. This allocation is preliminary and subject to change, which may be material. The acquisition of NEC and ESS strengthens our production capabilities to serve our customers in the Northeast United States.

ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED ~~MAY~~AUGUST 31, 2025(unaudited)

Acquisition of Northeastern Envelope Company and Envelope Superstore

On April 11, 2025 the Company acquired the net assets and business of Northeastern Envelope Company ("NEC"), which is based in Old Forge, Pennsylvania, and Envelope Superstore ("ESS") which is based in Hiram, Georgia, for approximately $34.9 million in cash. The Company performed an allocation of the total estimated consideration and recorded the underlying assets acquired (including certain identified intangible assets) and liabilities assumed based on the estimated fair values prepared by management using the information available as of the acquisition date. All goodwill of $12.6 million recognized as a part of this acquisition is deductible for tax purposes. The Company also recorded intangible assets with definite lives ranging from 2 to 13 years of approximately $11.3 million in connection with the transaction, which are also deductible for tax purposes. This allocation is preliminary and subject to change, which may be material. The acquisition of NEC and ESS strengthens our production capabilities to serve our customers in the Northeast and Southeast United States.

The following table summarizes the Company's purchase price allocation for NEC and ESS as of the acquisition date (in thousands):

Accounts receivable	$	1,585
Inventories		2,514
Right-of-use asset		601
Property, plant and equipment		7,371
Goodwill		12,~~407~~557
Intangibles		11,~~498~~348
Operating lease liability		(601	)
Accounts payable and accrued liabilities		(444	)
Acquisition price	$	34,931

Acquisition of Printing Technologies

On June 26, 2024, the Company acquired the assets and business of Printing Technologies, Inc. ("PTI"), which is based in Indianapolis, Indiana, for approximately $5.5 million in cash. The Company performed an allocation of the total estimated consideration and recorded the underlying assets acquired (including certain identified intangible assets) and liabilities assumed based on the estimated fair values using the information available as of the acquisition date. The Company recorded intangible assets with definite lives of approximately $2.0 million in connection with the transaction, which are deductible for tax purposes. The acquisition of PTI strengthens our production capabilities and diversifies our product offerings to enable us to better serve our broad customer base.

The following table summarizes the Company's purchase price allocation for PTI subsequent to the acquisition date (in thousands), which includes a working capital adjustment of approximately $0.1 million:


Accounts receivable	$	1,339
Inventories		1,826
Other assets		100
Right-of-use asset		847
Property, plant and equipment		887
Intangibles		2,012
Operating lease liability		(847	)
Accounts payable and accrued liabilities		(633	)
Acquisition price	$	5,531

The results of operations for PTI, NEC and ESS are included in the Company’s condensed consolidated financial statements from the respective dates of acquisition. The following table sets forth certain operating information on a pro forma basis as though each acquisition had occurred as of the beginning of the comparable prior period (that is, March 1, 2024). The following pro forma information includes the estimated impact of adjustments such as amortization of intangible assets, depreciation expense and interest expense and related tax effects (in thousands, except per share amounts).

	Three months ended
	May 31, 2025		May 31, 2024
Pro forma net sales	$	99,283	$	110,506
Pro forma net earnings		10,064		11,175
Pro forma earnings per share - diluted	$	0.39	$	0.43

The pro forma results are not necessarily indicative of what would have occurred if the acquisitions had been in effect for the full duration of the comparative periods presented.

ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED ~~MAY~~AUGUST 31, 2025(unaudited)

7. Leases


	Three months ended				Six months ended
	August 31, 2025		August 31, 2024		August 31, 2025		August 31, 2024
Pro forma net sales	$	98,676	$	106,054	$	197,958	$	204,232
Pro forma net earnings		13,155		10,974		23,218		21,260
Pro forma earnings per share - diluted	$	0.51	$	0.42	$	0.90	$	0.81

The pro forma results are not necessarily indicative of what would have occurred if the acquisitions had been in effect for the full duration of the comparative periods presented.

8. Leases

The Company leases certain of its facilities and equipment under operating leases, which are recorded as right-of-use assets and lease liabilities. The Company’s leases generally have terms of 1 – 5 years, with certain leases including renewal options to extend the leases for additional periods at the Company’s discretion. At lease inception, all renewal options reasonably certain to be exercised are considered when determining the lease term. The Company currently does not have leases that include options to purchase or provisions that would automatically transfer ownership of the leased property to the Company.

Operating lease expense is recognized on a straight-line basis over the lease term, and variable lease payments are expensed as incurred. The Company had no material variable lease costs for the three and six months ended ~~May~~August 31, 2025 and 2024.

The Company determines whether a contract is or contains a lease at the inception of the contract. A contract will be deemed to be or contain a lease if the contract conveys the right to control and directs the use of identified property, plant, or equipment for a period of time in exchange for consideration. The Company generally must also have the right to obtain substantially all of the economic benefits from the use of the property, plant, and equipment.

Operating lease assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. To determine the present value of lease payments not yet paid, the Company estimates incremental borrowing rates based on the information available at lease commencement date, as rates are not implicitly stated in most leases.

Components of lease expense for the three and six months ended ~~May~~August 31, 2025 and 2024 were as follows (in thousands):

	Three months ended				Six months ended
	May 31, 2025		May 31, 2024
	August 31, 2025		August 31, 2024		August 31, 2025		August 31, 2024
Operating lease cost	$	1,~~431~~434	$	1,~~347~~389	$	2,865	$	2,736
Supplemental cash flow information related to leases was as follows:
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	1,446	$	1,~~369~~410	$	2,892	$	2,779
Right-of-use assets obtained in exchange for lease obligations
Operating leases	$	21,~~299~~793	$	~~648~~847	$	4,092	$	1,495

Weighted Average Remaining Lease Terms
Operating leases	3.02 Years	2.45 Years
Weighted Average Discount Rate
Operating leases	4.3920%	4.1627%

~~Future minimum lease commitments under non-cancelable operating leases for each of the fiscal years ending are as follows (in thousands):~~13

	Operating
	Lease
	Commitments
2026 (remaining 9 months)	$	3,384
2027		3,675
2028		2,254
2029		1,391
2030		477
2031		12
Total future minimum lease payments	$	11,193
Less imputed interest		676
Present value of lease liabilities	$	10,517

ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED ~~MAY~~AUGUST 31, 2025(unaudited)

8.Future ~~Goodwill~~minimum ~~and~~lease ~~Intangible~~commitments ~~Assets~~under non-cancelable operating leases for each of the fiscal years ending are as follows (in thousands):


	Operating
	Lease
	Commitments
2026 (remaining 6 months)	$	2,170
2027		4,157
2028		2,610
2029		1,631
2030		718
Thereafter		392
Total future minimum lease payments	$	11,678
Less imputed interest		698
Present value of lease liabilities	$	10,980

9. Goodwill and Intangible Assets

Goodwill represents the excess of the purchase price over the fair value of net assets of acquired businesses and is not amortized. Goodwill and other intangible assets are tested for impairment at a reporting unit level. The annual impairment test of goodwill and intangible assets is performed as of December 1 of each fiscal year.

The Company uses qualitative factors to determine whether it is more likely than not (likelihood of more than 50%) that the fair value of a reporting unit exceeds its carrying amount, including goodwill. Some of the qualitative factors considered in applying this test include consideration of macroeconomic conditions, industry and market conditions, cost factors affecting the business, overall financial performance of the business, and performance of the share price of the Company.

If qualitative factors are not deemed sufficient to conclude that the fair value of the reporting unit more likely than not exceeds its carrying value, then a one-step approach is applied in making an evaluation. The evaluation utilizes multiple valuation methodologies, including a market approach (market price multiples of comparable companies) and an income approach (discounted cash flow analysis). The computations require management to make significant estimates and assumptions, including, among other things, selection of comparable publicly traded companies, the discount rate applied to future earnings reflecting a weighted average cost of capital, and earnings growth assumptions. A discounted cash flow analysis requires management to make various assumptions about future sales, operating margins, capital expenditures, working capital, and growth rates. If the evaluation results in the fair value of the goodwill for the reporting unit being lower than the carrying value, an impairment charge is recorded. A goodwill impairment charge was not required as of ~~May~~August 31, 2025.

Definite-lived intangible assets are amortized over their estimated useful lives and tested for impairment if events or changes in circumstances indicate that the asset may be impaired.

~~The carrying amount and accumulated amortization of the Company’s intangible assets at each balance sheet date are as follows (in thousands):~~14

	Weighted
	Average
	Remaining		Gross
	Life		Carrying		Accumulated
As of May 31, 2025	(in years)		Amount		Amortization		Net
Definite-lived intangible assets
Trademarks and trade names		6.4	$	32,421	$	17,038	$	15,383
Customer lists		7.6		93,273		66,306		26,967
Non-compete		1.0		280		224		56
Technology		4.5		650		232		418
Total		7.1	$	126,624	$	83,800	$	42,824
As of February 28, 2025
Definite-lived intangible assets
Trademarks and trade names		6.9	$	30,911	$	16,544	$	14,367
Customer lists		4.8		83,303		64,890		18,413
Non-compete		0.8		261		212		49
Technology		4.8		650		209		441
Total		5.7	$	115,125	$	81,855	$	33,270

ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED ~~MAY~~AUGUST 31, 2025(unaudited)

~~Aggregate~~The ~~amortization~~carrying ~~expense~~amount ~~was~~and ~~$1.9~~accumulated ~~million~~amortization ~~for~~of the ~~three~~Company’s ~~months~~intangible ~~ended~~assets ~~May~~at ~~31,~~each ~~2025~~balance ~~and~~sheet ~~May~~date ~~31,~~are ~~2024.~~as follows (in thousands):


	Weighted
	Average
	Remaining		Gross
	Life		Carrying		Accumulated
As of August 31, 2025	(in years)		Amount		Amortization		Net
Definite-lived intangible assets
Trademarks and trade names		6.2	$	32,411	$	17,549	$	14,862
Customer lists		7.5		93,133		67,791		25,342
Non-compete		0.9		280		234		46
Technology		4.3		650		255		395
Total		7.0	$	126,474	$	85,829	$	40,645


As of February 28, 2025
Definite-lived intangible assets
Trademarks and trade names		6.9	$	30,911	$	16,544	$	14,367
Customer lists		4.8		83,303		64,890		18,413
Non-compete		0.8		261		212		49
Technology		4.8		650		209		441
Total		5.7	$	115,125	$	81,855	$	33,270

Aggregate amortization expense was $2.0 and $4.0 million for the three and six months ended August 31, 2025 and $1.9 million and $3.9 million for the three and six months ended August 31, 2024.

The Company’s estimated amortization expense for the current and next five fiscal years is as follows (in thousands):

2026 (remaining)	$	64,~~726~~697
2027	$	7,759
2028	$	6,245
2029	$	5,609
2030	$	4,394
2031	$	3,731

Changes in the net carrying amount of goodwill as of the dates indicated are as follows (in thousands):

Balance as of March 1, 2024	$	94,349
Goodwill acquired		—
Balance as of February 28, 2025		94,349
Goodwill acquired		12,~~407~~557
Balance as of May 31, 2025	$	106,756
Balance as of August 31, 2025	$	106,906

During fiscal year 2026, $12.46 million was added to goodwill related to the acquisition of NEC and ESS.

~~9. Accrued Expenses~~15

ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED AUGUST 31, 2025
(unaudited)

10. Accrued Expenses

The following table summarizes the components of accrued expenses as of the dates indicated (in thousands):

	May 31,		February 28,
	August 31,		February 28,
	2025		2025
Employee compensation and benefits	$	1012,~~759~~372	$	11,505
Taxes other than income		12,~~866~~430		1,440
Accrued legal and professional fees		~~342~~483		521
Accrued utilities		~~138~~118		108
Income taxes payable		~~3,960~~586		567
Other accrued expenses		1,~~326~~273		1,198
	$	1817,~~391~~262	$	15,339

1011. Credit Facility

As of ~~May~~August 31, 2025, the Company had $0.32 million outstanding under a standby letters of credit arrangement secured by a cash collateral bank account.

1112. Shareholders’ Equity

The Company’s board of directors (the "Board") has authorized the repurchase of the Company’s outstanding common stock through a stock repurchase program, which authorized amount is currently up to $60.0 million in the aggregate. Under the repurchase program, purchases may be made from time to time in the open market or through privately negotiated transactions depending on market conditions, share price, trading volume and other factors. Such purchases, if any, will be made in accordance with applicable insider trading and other securities laws and regulations. These repurchases may be commenced or suspended at any time or from time to time without prior notice.

During the three months ended August 31, 2025 and 2024 the Company repurchased 196,111 and 39 shares of common stock under the program at an average price of $17.92 and $22.62, respectively. During the six-month period ended August 31, 2025 and 2024 the Company repurchased 456,671 and 91,883 shares of common stock under the program at an average price of $18.54 and $19.79, respectively. Since the program’s inception in October 2008, there have been 2,791,015 common shares repurchased at an average price of $16.81 per share. As of August 31, 2025, $13.1 million remained available to repurchase shares of the Company’s common stock under the program.

13. Stock Based Compensation

The Company grants stock options, restricted stock and restricted stock units (“RSUs”) to key executives and managerial employees and non-employee directors. At August 31, 2025, the Company had one stock option plan, the 2021 Long-Term Incentive Plan of Ennis, Inc., adopted by the Board April 16, 2021 and affirmed by vote of the shareholders July 15, 2021 (the “Plan”). The Plan authorized 1,033,648 shares of common stock for awards and expires June 30, 2031 and all unissued stock will expire on that date. As of August 31, 2025, the Company has 259,560 shares of unissued common stock reserved under the Plan for issuance. The exercise price of each stock option granted under the Plan equals a referenced price of the Company’s common stock as reported on the New York Stock Exchange on the date of grant, and an option’s maximum term is ten years. Stock options and restricted stock may be granted at different times during the year and vest ratably over various periods, from grant date up to five years. The Company uses treasury stock to satisfy option exercises and restricted stock awards.

ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED ~~MAY~~AUGUST 31, 2025(unaudited)

~~During~~The ~~the~~Company ~~three~~recognizes ~~months~~compensation ~~ended~~expense ~~May~~for ~~31,~~stock ~~2025,~~options and restricted stock grants based on the ~~Company~~grant ~~repurchased~~date ~~260,560~~fair ~~shares~~value of ~~common~~the award for stock ~~under~~options, restricted stock grants and RSUs on a straight-line basis over the ~~program~~requisite atservice anperiod. The ~~average~~estimated ~~price~~number of ~~$19~~shares to be achieved for performance based RSUs is updated each reporting period.~~04. Since~~ For the ~~program’s~~three ~~inception~~months inended ~~October~~August ~~2008~~31, ~~there~~2025 ~~have~~and ~~been~~August 231,~~594~~ 2024,~~904~~ ~~common~~the ~~shares~~Company ~~repurchased~~included atin anselling, ~~average~~general ~~price~~and administrative expenses, compensation expense related to stock-based compensation of $160.738 ~~per~~million ~~share~~and $0.7 Asmillion, ofrespectively. For ~~May~~the six months ended August 31, 2025 and August 31, ~~$16.6~~2024, ~~million~~the ~~remained~~Company ~~available~~included toin ~~repurchase~~selling, ~~shares~~general ofand ~~the~~administrative ~~Company’s~~expenses, ~~common~~compensation expense related to stock-based ~~under~~compensation ~~the~~of ~~program~~$1.3 million and $2.5 million, respectively.

12. Stock Based Compensation

The Company grants stock options, restricted stock and restricted stock units (“RSUs”) to key executives and managerial employees and non-employee directors. At May 31, 2025, the Company had one stock option plan, the 2021 Long-Term Incentive Plan of Ennis, Inc., adopted by the Board April 16, 2021 and affirmed by vote of the shareholders July 15, 2021 (the “Plan”). The plan authorized 1,033,648 shares of common stock for awards and expires June 30, 2031 and all unissued stock will expire on that date. May 31, 2025, the Company has 290,261 shares of unissued common stock reserved under the Plan for issuance. The exercise price of each stock option granted under the Plan equals a referenced price of the Company’s common stock as reported on the New York Stock Exchange on the date of grant, and an option’s maximum term is ten years. Stock options and restricted stock may be granted at different times during the year and vest ratably over various periods, from grant date up to five years. The Company uses treasury stock to satisfy option exercises and restricted stock awards.

The Company recognizes compensation expense for stock options and restricted stock grants based on the grant date fair value of the award for stock options, restricted stock grants and RSUs on a straight-line basis over the requisite service period. The estimated number of shares to be achieved for performance based RSUs is updated each reporting period. For the three months ended May 31, 2025 and May 31, 2024, the Company included in selling, general and administrative expenses, compensation expense related to stock-based compensation of $0.7 million and $1.8 million, respectively.

Stock Options

The Company had the following stock option activity for the ~~three~~six months ended ~~May~~August 31, 2025.

						Weighted
				Weighted		Average		Aggregate
	Number			Average		Remaining		Intrinsic
	of Shares			Exercise		Contractual		Value(a)
	(exact quantity)			Price		Life (in years)		(in thousands)
Outstanding at March 1, 2025		31,251		$	19.88		9.0		—
Granted		10,809			17.27
Terminated		—			—
Exercised		(2,500	)		17.27
Outstanding at May 31, 2025		39,560		$	19.33		8.3	$	11.7
Outstanding at August 31, 2025		39,560		$	19.33		8.1	$	8.3
Exercisable at May 31, 2025		26,222		$	19.05		8.5	$	11.7
Exercisable at August 31, 2025		26,222		$	19.05		8.3	$	8.3

A summary of the status of the Company’s unvested stock options at ~~May~~August 31, 2025 and the changes during the ~~three~~six months ended ~~May~~August 31, 2025 are presented below:

		Weighted
		Average
	Number	Grant Date
	of Options	Fair Value
Unvested at March 1, 2025	26,669	2.47
New grants	10,809	2.41
Vested	(24,140)	2.44
Forfeited	—	—
Unvested at May 31, 2025	13,338	2.47
Unvested at August 31, 2025	13,338	2.47

As of August 31, 2025, there was $0.1 million of unrecognized compensation cost related to unvested stock options granted under the Plan. The weighted average remaining requisite service period of the unvested stock options was 0.6 years.

Restricted Stock

The following activity occurred with respect to the Company’s restricted stock awards for the six months ended August 31, 2025:


				Weighted
				Average
	Number of			Grant Date
	Shares			Fair Value
Outstanding at March 1, 2025		41,667		$	21.61
Granted		37,477			17.99
Terminated		(6,776	)		22.46
Vested		(32,307	)		19.81
Outstanding at August 31, 2025		40,061		$	19.53

As of August 31, 2025, the total remaining unrecognized compensation cost related to unvested restricted stock was approximately $0.7 million. The weighted average remaining requisite service period of the unvested restricted stock awards was 2.4 years.

ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED ~~MAY~~AUGUST 31, 2025(unaudited)

As of May 31, 2025, there was $0.1 million of unrecognized compensation cost related to unvested stock options granted under the Plan. The weighted average remaining requisite service period of the unvested stock options was 0.9 years.

Restricted Stock

The following activity occurred with respect to the Company’s restricted stock awards for the three months ended May 31, 2025:

				Weighted
				Average
	Number of			Grant Date
	Shares			Fair Value
Outstanding at March 1, 2025		41,667		$	21.68
Granted		—			—
Terminated		—			—
Vested		(667	)		17.58
Outstanding at May 31, 2025		41,000		$	21.68

As of May 31, 2025, the total remaining unrecognized compensation cost related to unvested restricted stock was approximately $1.1 million. The weighted average remaining requisite service period of the unvested restricted stock awards was 1.5 years.

Restricted Stock Units

During the ~~three~~six months ended ~~May~~August 31, 2025, no performance-based or time-based RSUs were granted under the Plan. The fair value of the time-based RSUs was estimated based on the fair market value of the Company’s stock on the date of grant of $19.43 per unit. The fair value of the performance-based RSUs, using a Monte Carlo valuation model, was $19.97 per unit. The performance measures include a threshold, target and maximum performance level providing the grantees an opportunity to receive more or less shares than targeted depending on actual financial performance of the Company. The award will be based on the Company’s return on equity, EBITDA and adjusted for the Company’s Relative Shareholder Return as measured against a defined peer group. ~~Holders~~The of RSUs include dividend equivalent rights that entitle the holders to receive cash ~~dividends~~payments per RSU that are equal to the per share dividends we declare and pay on our common stock, which are included in dividends paid in the Condensed Consolidated Financial Statements.

The performance-based RSUs vest on the third anniversary from the date of grant and the time-based RSUs vest ratably over three years from the date of grant.

The following activity occurred with respect to the Company’s restricted stock units for the ~~three~~six months ended ~~May~~August 31, 2025:

	Time-based					Performance-based
				Weighted				Weighted
				Average				Average
	Number of			Grant Date		Number of		Grant Date
	Shares			Fair Value		Shares		Fair Value
Outstanding at March 1, 2025 (1)		101,961		$	19.43		198,827	$	19.97
Granted		—			—		—		—
Change due to performance achievement		—			—		—		—
Terminated		(5,403	)		19.43		—		—
Vested		(28,582	)		19.43		—		—
Outstanding at May 31, 2025		67,976		$	19.43		198,827	$	19.97
Outstanding at August 31, 2025		67,976		$	19.43		198,827	$	19.97

(1) The number of shares of time-based grants may, upon vesting, convert 50% into common stock and the remaining 50% into two incentive stock options for each RSU with an exercise price equal to the closing price of the Company's stock on that date for employees who have not met their stock ownership requirements. The number of shares of performance-based grants includes an estimate 55,037 of additional RSUs at the maximum achievement level of 130% of target payout. Actual shares that may be issued can range from 0% to 130% of target.

As of August 31, 2025, the total remaining unrecognized compensation cost of time-based RSUs was approximately $1.0 million over a weighted average remaining requisite service period of 1.6 years. As of August 31, 2025, the total remaining unrecognized compensation of performance-based RSUs was approximately $2.1 million over a weighted average remaining requisite service period of 1.6 years.

14. Pension Plan

The Company and certain subsidiaries have a noncontributory defined benefit retirement plan (the "Pension Plan"), covering approximately 12% of the Company’s aggregate employees. Benefits are based on years of service and the employee’s average compensation for the highest five compensation years preceding retirement or termination. Effective January 1, 2009, the Company amended the Pension Plan to exclude any new employees from participation in the Pension Plan. Eligible employees who were hired before January 1, 2009 are still eligible to participate and participating employees continue to accrue benefit service.

ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED ~~MAY~~AUGUST 31, 2025(unaudited)

AsPension ofexpense ~~May~~is ~~31,~~composed ~~2025,~~of the ~~total~~following ~~remaining~~components, ~~unrecognized~~included ~~compensation~~in cost of ~~time-based~~goods ~~RSUs~~sold ~~was~~and ~~approximately $2.3 million over a weighted average remaining requisite service period of 1.9 years. As of May 31~~selling, ~~2025~~general, ~~the~~and ~~total~~administrative ~~remaining~~expenses ~~unrecognized~~in ~~compensation~~the ofCompany’s ~~performance-based~~consolidated ~~RSUs~~statements ~~was approximately $5.3 million over a weighted average remaining requisite service period~~ of ~~1.9~~operations ~~years.~~(in thousands):

13. Pension Plan


	Three months ended						Six months ended
	August 31,						August 31,
	2025			2024			2025			2024
Components of net periodic benefit cost
Service cost	$	152		$	166		$	303		$	332
Interest cost		648			649			1,298			1,298
Expected return on plan assets		(710	)		(755	)		(1,420	)		(1,510	)
Amortization of:
Unrecognized net loss		366			436			732			872
Net periodic benefit cost	$	456		$	496		$	913		$	992

The Company ~~and~~is ~~certain~~required ~~subsidiaries~~to ~~have~~make acontributions ~~noncontributory~~to ~~defined~~the ~~benefit~~Pension ~~retirement~~Plan. These ~~plan~~contributions (are required under the minimum funding requirements of the Employee Retirement Income Security Act of 1974 ("~~Pension~~ERISA"). The assumptions used to calculate the pension funding deficit are different from the assumptions used to determine the net pension obligation for purposes of our condensed consolidated financial statements. Due to the enactment of the American Rescue Plan ("ARP") Act of 2021, ~~covering~~plan ~~approximately~~sponsors ~~12%~~can calculate the discount rate used to measure the Pension Plan liability using a 25-year average of interest rates plus or minus a corridor. Assuming a stable funding status, the Company’s ~~aggregate~~would ~~employees~~expect to make a cash contribution to the Pension Plan of between $1.0 million and $3.0 million per year. ~~Benefits~~However, changes in actual investment returns or in discount rates could change this amount significantly. The Company is not required to make a contribution to the pension plan for fiscal year 2026. The Company made a $1.2 million contribution to the Pension Plan during the fiscal year 2025. As the Company's Pension Plan assets are ~~based~~invested onin ~~years~~marketable ofsecurities, ~~service~~fluctuations ~~and~~in market values could potentially impact the ~~employee’~~Company's ~~average~~funding ~~compensation~~status, ~~for~~associated liabilities recorded and future required minimum contributions. At August 31, 2025, the ~~highest~~Company ~~five~~had ~~compensation~~an ~~years~~unfunded ~~preceding~~pension ~~retirement~~asset orrecorded ~~termination~~on its condensed consolidated balance sheet of approximately $1.4 million.

~~Pension~~15. ~~expense~~Earnings isPer ~~composed of the following components, included in cost of goods sold and selling, general, and administrative expenses in the Company’s consolidated statements of earnings (in thousands):~~ Share

	Three months ended
	May 31,
	2025			2024
Components of net periodic benefit cost
Service cost	$	151		$	166
Interest cost		650			649
Expected return on plan assets		(710	)		(755	)
Amortization of:
Unrecognized net loss		366			436
Net periodic benefit cost	$	457		$	496

The Company is required to make contributions to the Pension Plan. These contributions are required under the minimum funding requirements of the Employee Retirement Income Security Act of 1974 ("ERISA"). The assumptions used to calculate the pension funding deficit are different from the assumptions used to determine the net pension obligation for purposes of our condensed consolidated financial statements. Due to the enactment of the American Rescue Plan ("ARP") Act of 2021, plan sponsors can calculate the discount rate used to measure the Pension Plan liability using a 25-year average of interest rates plus or minus a corridor. Assuming a stable funding status, the Company would expect to make a cash contribution to the Pension Plan of between $1.0 million and $3.0 million per year. However, changes in actual investment returns or in discount rates could change this amount significantly. The Company is not required to make a contribution to the pension plan for fiscal year 2026. The Company made a $1.2 million contribution to the Pension Plan during the fiscal year 2025. As the Company's Pension Plan assets are invested in marketable securities, fluctuations in market values could potentially impact the Company's funding status, associated liabilities recorded and future required minimum contributions. At May 31, 2025, the Company had an unfunded pension asset recorded on its condensed consolidated balance sheet of approximately $1.4 million.

14. Earnings Per Share

Basic earnings per share have been computed by dividing net earnings by the weighted average number of common shares outstanding during the applicable period. Diluted earnings per share reflect the potential dilution that could occur if stock options, performance-based RSUs or other contracts to issue common shares were exercised or converted into common stock. This is calculated using the treasury stock method.

The following table sets forth the computation for basic and diluted earnings per share for the periods indicated:


	Three months ended				Six months ended
	August 31,				August 31,
	2025		2024		2025		2024
Basic weighted average common shares outstanding		25,718,068		26,009,876		25,836,670		26,015,195
Effect of dilutive stock options, restricted stock, time-based RSUs and performance-based RSUs		73,579		44,623		68,955		140,966
Diluted weighted average common shares outstanding		25,791,647		26,054,499		25,905,625		26,156,161
Earnings per share
Net earnings - basic	$	0.51	$	0.40	$	0.89	$	0.81
Net earnings - diluted	$	0.51	$	0.40	$	0.89	$	0.80
Cash dividends per share	$	0.25	$	0.25	$	0.50	$	0.50

The Company treats unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) as participating securities, which are included in the computation of earnings per share. The Company's unvested restricted shares participate on an equal basis with common shares; therefore, there is no difference in undistributed earnings allocated to each participating security. Accordingly, the presentation above is prepared on a combined basis. At August 31, 2025, 31,251 shares related to outstanding stock options were not included in the computation of earnings per diluted share as they were considered anti-dilutive.

ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED ~~MAY~~AUGUST 31, 2025(unaudited)

~~The~~16. ~~following~~Concentrations ~~table~~of ~~sets forth the computation for basic and diluted earnings per share for the periods indicated:~~Risk

	Three months ended
	May 31,
	2025		2024
Basic weighted average common shares outstanding		25,956,639		26,156,928
Effect of dilutive stock options, restricted stock, time-based RSUs and performance-based RSUs		64,608		122,718
Diluted weighted average common shares outstanding		26,021,247		26,279,646
Earnings per share
Net earnings - basic	$	0.38	$	0.41
Net earnings - diluted	$	0.38	$	0.41
Cash dividends per share	$	0.25	$	0.25

Financial instruments that potentially subject the Company to a concentration of credit risk principally consist of cash and accounts receivable. Cash is placed with high-credit quality financial institutions. For the purposes of the condensed consolidated statements of cash flows, the Company considers cash to include cash on hand and in bank accounts. The Federal Deposit Insurance Corporation insures accounts up to $250,000. At August 31, 2025, cash balances included $31.4 million that was not federally insured because it represented amounts in individual accounts above the federally insured limit for each such account. This at-risk amount is subject to fluctuation on a daily basis. While management does not believe there is significant risk with respect to such deposits, no assurance can be made that the Company will not experience losses on the Company’s deposits.

The Company treats unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) as participating securities, which are included in the computation of earnings per share. The Company's unvested restricted shares participate on an equal basis with common shares; therefore, there is no difference in undistributed earnings allocated to each participating security. Accordingly, the presentation above is prepared on a combined basis. At May 31, 2025, 38,619 shares related to outstanding stock options were not included in the computation of earnings per diluted share as they were considered anti-dilutive.

15. Concentrations of Risk

Financial instruments that potentially subject the Company to a concentration of credit risk principally consist of cash and accounts receivable. Cash is placed with high-credit quality financial institutions. For the purposes of the condensed consolidated statements of cash flows, the Company considers cash to include cash on hand and in bank accounts. The Federal Deposit Insurance Corporation insures accounts up to $250,000. At May 31, 2025, cash balances included $32.1 million that was not federally insured because it represented amounts in individual accounts above the federally insured limit for each such account. This at-risk amount is subject to fluctuation on a daily basis. While management does not believe there is significant risk with respect to such deposits, no assurance can be made that the Company will not experience losses on the Company’s deposits.

The Company believes its credit risk with respect to accounts receivable is limited due to industry and geographic diversification. As disclosed on the condensed consolidated balance sheets, the Company maintains an allowance for credit losses to cover the Company’s estimate of credit losses associated with accounts receivable.

The Company, for quality and pricing reasons, purchases its paper products from a limited number of suppliers. While other sources may be available to the Company to purchase these products, they may not be available at the cost or at the quality the Company has come to expect.

1617. Related Party Transactions

The Company leases a facility and sells ~~product~~products to anentities ~~entity~~ controlled by a member of the Board. The total right-of-use asset and related lease liability as of ~~May~~August 31, 2025 was $1.65 million and $1.65 million, respectively. The total right-of-use asset and related lease liability as of ~~May~~February 3128, ~~2024~~2025 was $01.37 million and $01.37 million, respectively. During the ~~three~~six months ended ~~May~~August 31, 2025, total lease payments and product sales made to the ~~related~~director-controlled ~~party~~entities were approximately $0.13 million and $12.1 million, respectively. During the ~~three~~six months ended ~~May~~August 31, 2024, total lease payments and product sales made to the ~~related~~director-controlled ~~party~~entities were approximately $0.13 million and $01.74 million, respectively. The accounts receivable balances as of ~~May~~August 31, 2025 and ~~2024~~February 28, 2025 were $0.2 and $0.2 million, respectively.

1718. Income Taxes

The Company is subject to U.S. federal income tax as well as income taxes of multiple state jurisdictions. The quarterly income tax provision was computed based on the Company's estimated annualized effective tax rate and the full-year forecasted income or loss plus the tax impact of unusual, infrequent, or nonrecurring significant items during the period.

The Company's effective tax rate for the three and six months ended August 31, 2025 and 2024 was 27.5%. The Company made cash payments for income taxes, net of income tax refunds of $8.8 million and $9.2 million for the six months ended August 31, 2025 and 2024, respectively.

During the quarter the One Big Beautiful Bill Act (“OBBBA”) was enacted into law. Key tax components of the OBBBA include extension of certain expiring tax provisions from the 2017 Tax Cuts and Jobs Act, the reinstatement of immediate expensing of qualifying business property, full expensing of domestic research and experimental expenditures and changes to interest expense limitations. The Company is currently evaluating the tax provisions of the OBBBA and does not expect a material impact to its financial statements.

ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED ~~MAY~~AUGUST 31, 2025(unaudited)

~~The Company's effective tax rate for the three months ended May 31, 2025 and 2024 was 27~~19.~~5%. The~~ ~~Company~~Other ~~made cash payments for income taxes, net of income tax refunds, of $0.2 million and $0.3 million for the three months ended May 31, 2025 and 2024, respectively.~~Contingencies

18. Other Contingencies

In the ordinary course of business, the Company also enters into real property leases, which require the Company as lessee to indemnify the lessor from liabilities arising out of the Company’s occupancy of the properties. The Company’s indemnification obligations are generally covered under the Company’s general insurance policies.

From time to time, the Company is involved in various litigation matters arising in the ordinary course of business. The Company does not believe the disposition of any current matter will have a material adverse effect on its consolidated financial position or results of operations.

InAs ~~October~~previously ~~2023~~disclosed, ~~Crabar/GBF,~~the ~~Inc.,~~Company ~~a subsidiary of Ennis,~~ was awarded ~~$5.8 million in~~ actual damages, exemplary damages and attorney’'s fees in a case against Wright Printing Company, its owner Mark Wright, and CEO Mardra Sikora. ~~Given~~The ~~the~~Company ~~defendants’ pending appeal, we have not yet~~ recognized a$5.7 ~~contingent~~million ~~gain~~during ~~from~~ the ~~October~~quarter ~~2023~~in ~~judgment.~~connection ~~Nevertheless,~~with ~~the defendants have posted~~ cash ~~bonds~~proceeds ~~that~~received ~~total~~from ~~approximately~~the $5settlement.1 ~~million,~~The ~~which~~settlement ~~should~~fully beresolved ~~recoverable by~~ the ~~Company if defendants’ appeal is unsuccessful~~matter.

Ennis and one of its subsidiaries are defendants in a lawsuit in Arizona concerning the lease of the former B&D Litho facility that was closed in 2019. The Company has denied the landlord’s allegations and is vigorously contesting the landlord’s unreasonable claim. The Court has made a preliminary ruling that defendants failed to maintain the facility’s air conditioning equipment, paved surfaces and roof in good condition even though the landlord had assumed responsibility for some of those maintenance obligations. The Company has accrued a liability reserve of approximately $0.4 million related to this claim. The case will be tried during ~~either~~ the ~~fourth calendar quarter of 2025 or the~~ first calendar quarter of 2026.

1920. Segment Reporting

The Company’s Chief Operating Decision Maker ("CODM") is its Chairman, President, and Chief Executive Office. The CODM evaluates performance and allocates resources on a consolidated basis using consolidated net income, earnings releases, investor presentations, and the Company’s SEC filings, as well as through the approval of the Company’s annual budget and forecast.

The single operating segment is also the Company's single reportable segment called “Print” and derives its operating revenues from the manufacturing of mostly custom or semi-custom printed products sold mostly to independent distributors in the United States. Independent distributors are responsible for selling the printed product to the end consumer. The single reportable segment derives its revenues by manufacturing print products at the Company's printing plants dispersed throughout the United States.

States. Independent distributors are responsible for selling the printed product to the end consumer. The single reportable segment derives its revenues by manufacturing print products at the Company's printing plants dispersed throughout the United States.

The accounting policies of this single reportable segment are the same as those described in the summary of significant accounting policies to the condensed consolidated financial statements.

The CODM assesses the performance of this reportable segment using the entity-wide revenue and expense information reported on the Statement of Operations and the more detailed expense categories disclosed in the table below. The primary measure of segment profit (loss) is consolidated net income (loss) as reported on the Condensed Consolidated Statement of Operations. In addition, segment assets reviewed by the CODM are reported on the Company’s Condensed Consolidated Balance Sheets as total assets.

ENNIS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED ~~MAY~~AUGUST 31, 2025(unaudited)

	Three months ended May 31,
	Three months ended August 31,						Six months ended August 31,
(Dollars in thousands)	2025			2024			2025			2024
Segment operating net sales	$	9798,~~197~~676		$	~~103~~99,~~108~~038		$	195,872		$	202,146
Segment operating expenses
Product purchases		3032,~~218~~519			3231,~~426~~954			62,738			64,380
Compensation expense		21,~~603~~067			2120,~~737~~723			42,670			42,461
Product supplies		65,~~106~~825			6,~~529~~341			11,931			12,869
Manufacturing depreciation		2,~~110~~152			2,~~157~~108			4,262			4,265
Other product cost (1)		67,~~930~~011			98,~~355~~133			13,940			17,488
Segment cost of goods sold		6668,~~967~~574			7269,~~204~~259			135,541			141,463
Segment SG&A expenses
Compensation expense		11,~~585~~786			1110,~~369~~922			23,371			22,291
Depreciation expense		~~130~~128			~~157~~144			257			301
Amortization expense		12,~~944~~029			1,~~930~~934			3,973			3,864
Other expense (2)		3,~~288~~776			3,~~714~~557			7,064			7,271
Segment SG&A expenses		1617,~~947~~719			1716,~~170~~557			34,665			33,727
Other segment items
(Gain) loss sale of asset		-			4
Loss from disposal of assets		—			39			—			43
Interest (income) expense		(550	)		(1,359	)
Interest (income)		(777	)		(1,369	)		(1,328	)		(2,728	)
Other expense		318			348
Other (income) expense		(4,984	)		335			(4,665	)		683
Provision for income tax		3,716			4,054
Income tax expense		4,989			3,909			8,706			7,963
Consolidated net earnings	$	913,~~799~~155		$	10,~~687~~308		$	22,953		$	20,995

(1) Other product cost includes manufacturing overhead and freight expenses.

(2) SG&A, other expense includes professional services and utility services not included in the manufacturing process.

2021. Subsequent Events

On ~~June~~September 2022, 2025, the Board declared a quarterly cash dividend on the Company's common stock of $0.25 per share. The dividend is payable on ~~August~~November 117, 2025 to shareholders of record as of ~~July~~October 1110, 2025. The expected payout for this dividend is approximately $6.5 million.

ENNIS, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE PERIOD ENDED ~~MAY~~AUGUST 31, 2025

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Statement Regarding Forward-Looking Statements

The following “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read together with the unaudited consolidated financial statements and related notes of Ennis, Inc. (collectively with its subsidiaries, the “Company,” “Registrant,” “Ennis,” or “we,” “us,” or “our”), included in Part 1, Item 1 of this report, and with the audited consolidated financial statements and the related notes of the Company included in our Annual Report on Form 10-K for the fiscal year ended February 28, 2025.

All of the statements in this report, other than historical facts, are forward-looking statements, including, without limitation, the statements made in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” As a general matter, forward-looking statements are those focused upon anticipated events or trends, expectations, and beliefs relating to matters that are not historical in nature. The words “could,” “should,” “feel,” “anticipate,” “aim,” “preliminary,” “expect,” “believe,” “estimate,” “intend,” “intent,” “plan,” “will,” “foresee,” “project,” “forecast,” or the negative thereof or variations thereon, and similar expressions identify forward-looking statements.

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for these forward-looking statements. In order to comply with the terms of the safe harbor, the Company notes that forward-looking statements are subject to known and unknown risks, uncertainties and other factors relating to its operations and business environment, all of which are difficult to predict and many of which are beyond the control of the Company. These known and unknown risks, uncertainties and other factors could cause actual results to differ materially from those matters expressed in, anticipated by or implied by such forward-looking statements.

These statements reflect the current views and assumptions of management with respect to future events. The Company does not undertake, and hereby disclaims, any duty to update these forward-looking statements, even though its situation and circumstances may change in the future. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this report. The inclusion of any statement in this report does not constitute an admission by the Company or any other person that the events or circumstances described in such statement are material.

We believe these forward-looking statements are based upon reasonable assumptions. All such statements involve risks and uncertainties, and as a result, actual results could differ materially from those projected, anticipated or implied by these statements. Such forward-looking statements involve known and unknown risks, including but not limited to: general economic, business and labor conditions and the potential adverse effects of potential recessionary concerns, inflationary issues, U.S. import tariffs and supply chain disruptions and the potential impact on our operations; our ability to implement our strategic initiatives and control our operational costs; dependence on a limited number of key suppliers; our ability to recover the rising cost of raw materials and other costs (including energy, freight, labor and benefit costs) in markets that are highly price competitive and volatile; uninsured losses, including those from natural disasters, catastrophes, pandemics, theft, sabotage; the impact of future pandemics on the U.S. and local economies, our business operations, our workforce, our supply chain and our customer base; our ability to timely or adequately respond to technological changes in the industry; cybersecurity risks, the impact of the internet and other electronic media on the demand for forms and printed materials; the impact of foreign competition, tariffs, trade regulations and import restrictions; customer credit risk; competitors’ pricing strategies; a decline in business volume and profitability could result in an impairment in our reported goodwill negatively impacting our operational results; our ability to retain key management personnel; our ability to identify, manage or integrate acquisitions.; In addition to the factors indicated above, you should carefully consider the risks described in and incorporated by reference herein and in the risk factors in our Annual Report on Form 10-K for the fiscal year ended February 28, 2025 before making an investment in our common stock.

Overview

Ennis, Inc. (formerly Ennis Business Forms, Inc.) (collectively with its subsidiaries, “the “Company,” “Registrant,” Ennis,” or “we,” “us,” or “our”) was organized under the laws of Texas in 1909. We print and manufacture a broad line of business forms and other business products. We distribute business products and forms throughout the United States primarily through independent distributors. This distributor channel encompasses independent print distributors, commercial printers, direct mail, fulfillment companies, payroll and accounts payable software companies, and advertising agencies, among others. We also sell products to many of our competitors to satisfy their customers’ needs.

ENNIS, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE PERIOD ENDED ~~MAY~~AUGUST 31, 2025

Business Overview

Our management believes we are the largest provider of business forms, pressure-seal forms, labels, tags, envelopes, and presentation folders to independent distributors in the United States.

We are in the business of manufacturing, designing, and selling business forms and other printed business products primarily to distributors located in the United States. As of ~~May~~August 31, 2025, we operate 5755 manufacturing plants throughout the United States in 20 strategically located states as one reportable segment: printing services. Approximately 96% of the business products we manufacture are custom and semi-custom products, constructed in a wide variety of sizes, colors, number of parts, and quantities on an individual job basis, depending upon the customers’ specifications.

The products we sell include snap sets, continuous forms, laser cut sheets, tags, labels, envelopes, integrated products, jumbo rolls and pressure sensitive products in short, medium and long runs under the following labels: Ennis®, Royal Business Forms®, Block Graphics®, ColorWorx®, Enfusion®, Uncompromised Check Solutions®, VersaSeal®, Ad ConceptsSM, FormSource LimitedSM, Star Award Ribbon Company®, Witt Printing®, Genforms®, PrintGraphics®, Calibrated Forms®, PrintXcel®, Printegra®, Forms ManufacturersSM, Mutual Graphics®, TRI-C Business FormsSM, Major Business SystemsSM, Independent PrintingSM, Hayes Graphics®, Wright Business GraphicsSM, Wright 360SM, Integrated Print & GraphicsSM, the Flesh CompanySM, AmeriPrintSM; StylecraftSM, UMC PrintSM; Eagle GraphicsSM, Diamond GraphicsSM and Printing TechnologiesSM. We also sell the Adams McClure® brand (which provides Point of Purchase advertising); the Admore®, Folder Express®, and Independent Folders® brands (which provide presentation folders and document folders); Ennis Tag & LabelSM (which provides custom printed, high performance labels and custom and stock tags); Allen-Bailey Tag & LabelSM, Atlas Tag & Label®, Kay Toledo Tag®, and Special Service Partners® (SSP) (which provides custom and stock tags and labels); Trade Envelopes®, Block Graphics®, Wisco®, Northeastern Envelope CompanySM, Envelope SuperstoreSM and National Imprint Corporation® (which provide custom and imprinted envelopes); Northstar® and General Financial Supply® (which provide financial and security documents); InfosealSM and PrintXcel® (which provide custom and stock pressure seal documents). School Photo Marketing and National School Forms are a one-stop shop for over 1,400 school portrait photographers and professional photo labs nationwide, providing them with a complete array of products and services that reach over 15 million families and 30,000 schools, primarily in the K-8 market. We sell predominantly through independent distributors, as well as to many of our competitors. Northstar Computer Forms, Inc., one of our wholly-owned subsidiaries, also sells direct to a small number of customers, generally large banking organizations (where a distributor is not acceptable or available to the end-user). Adams McClure, LP, a wholly-owned subsidiary, also sells direct to a small number of customers, where sales are generally through advertising agencies.

The printing industry generally sells its products either predominantly to end users, a market dominated by a few large manufacturers, such as R.R. Donnelley and Taylor Corporation, or, like the Company, through a variety of independent distributors and distributor groups. While it is not possible, because of the lack of adequate public statistical information, to determine the Company’s share of the total business products market, management believes the Company is the largest producer of business forms, pressure-seal forms, labels, tags, envelopes, and presentation folders in the United States distributing primarily through independent distributors.

There are a number of competitors that operate in this segment. We believe our strategic locations and buying power permit us to compete on a favorable basis within the distributor market on factors such as service, quality and price.

Our products are sold throughout the United States primarily by independent distributors, including business forms distributors, resellers, direct mail, commercial printers, software companies, and advertising agencies.

Raw materials principally consist of a wide variety of weights, widths, colors, sizes, and qualities of paper for business products purchased primarily from one major supplier at favorable prices based on our high volume of business with that supplier relative to our competitors.

Business products usage in the printing industry is generally not seasonal. Acquisitions of new business, general economic conditions and contraction of the traditional business forms industry are the predominant factors in quarterly volume fluctuations.

Recent Acquisitions

On April 11, 2025, the Company acquired the net assets and business of NEC, which is based in Old Forge, Pennsylvania and ESS, which is based in Hiram, Georgia. The acquisition of NEC and ESS, which prior to the acquisition generated approximately $26.0 million in sales for its fiscal year ended December 31, 2024, strengthens our production capabilities to serve our customers in the Northeast United States

ENNIS, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE PERIOD ENDED ~~MAY~~AUGUST 31, 2025

Our Business Challenges

Our industry is currently experiencing consolidation of traditional supply channels, product obsolescence, paper supplier capacity adjustments, and increased pricing and potential supply allocations due to demand/supply curve imbalance. Technology advances have made electronic distribution of documents, internet hosting, digital printing and print-on-demand valid, cost-effective alternatives to traditional custom-printed documents and customer communications. Improved equipment has become more accessible to our competitors. We face highly competitive conditions throughout our supply chain in an already over-supplied, price-competitive print industry. The challenges of our business include the following:

Transformation of our portfolio of products – While traditional business documents are essential in order to conduct business, many are being replaced through the use of cheaper paper grades or imported paper, or devalued with advances in digital technologies, causing steady declines in demand for a portion of our current product line. Transforming our product offerings in order to continue to provide innovative, valuable solutions through lower labor and fixed charges to our customers on a proactive basis will require us to make investments in new and existing technology and to develop key strategic business relationships, such as print-on-demand services and product offerings that assist customers in their transition to digital business environments. In addition, we will continue to look for new market opportunities and niches through acquisitions, such as the addition of our envelope offerings, tag offerings, folder offerings, healthcare wristbands, specialty packaging, direct mail, pressure seal products, secure document solutions, innovative in-mold label offerings and long-run integrated products with high color web printing, which provide us with an opportunity for growth and differentiate us from our competition. The ability to make investments in new and existing technology and/or to acquire new market opportunities through acquisitions is dependent on the Company’s liquidity and operational results.

Production capacity and price competition within our industry – Industry supply of paper products is subject to fluctuation as changing industry conditions have and will continue to influence producers to idle or permanently close individual machines or mills, ~~and~~ or convert them to different product lines, such as packaging to offset a decline in demand. Recently, there have been ~~consolidations~~several ofmajor ~~paper~~mill ~~suppliers~~closures and ~~mill~~consolidations, ~~closure announcements~~ which ~~may~~could ~~cause~~lead ~~the~~to substantial paper ~~prices~~price tofluctuations ~~fluctuate substantially~~ in the near future. The ~~sole~~only mill located in the United States that produces rolls of carbonless paper ~~announced~~has ~~that~~ceased itproduction ~~would~~on bea ~~closing~~permanent ~~this calendar year~~basis. In ~~preparation~~response ~~for~~to ~~that~~this supply disruption, we have invested in ~~and are continuing to purchase~~ additional inventory as buffer stock in response to the transition to alternative sources of carbonless paper. ~~While~~Margins ~~margins~~ remain under pressure due to weak volumes in parts of the ~~resulting~~market ~~weak~~as ~~volumes~~well as rising input costs. To protect results, we continue to ~~focus~~manage ~~on effectively managing~~ and ~~controlling~~control ~~our~~ product costs through the use of forecasting, production and costing models,; asstrengthening ~~well~~supplier asrelationships; ~~working~~negotiating ~~closely~~favorable ~~with our suppliers to reduce our~~ procurement ~~costs,~~terms; inand ~~order~~increasing ~~to minimize effects on our~~ operational ~~results~~efficiency. InWe ~~addition, we~~ will continue to look for ways to reduce and leverage our fixed costs and focus on maintaining our margins.

Continued consolidation of our customers – Our customers are distributors, many of which are consolidating or are being acquired by competitors. We continue to maintain a ~~majority~~high volume of the business ~~we have had~~ with our customers ~~historically,~~ but it is possible that these consolidations and acquisitions, which we expect to continue in the future, ultimately will impact our margins and sales.

For further information, please see “Cautionary Statement Regarding Forward-Looking Statements,” above and “Risk Factors” contained within our Annual Report on Form 10-K for the fiscal year ended February 28, 2025.

Critical Accounting Estimates

Our Annual Report on Form 10-K for the year ended February 28, 2025, includes a description of certain critical accounting estimates, including those with respect to the pension plan, impairment assessments on goodwill and other intangible assets, allowance for credit losses and accounts receivable, and allowance for excess and obsolete inventories, which we believe are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management's judgments and estimates. During the quarter ended ~~May~~August 31, 2025, there have been no material changes to the critical accounting estimates described in our Annual Report on Form 10-K for the year ended February 28, 2025.

Recent Accounting Pronouncements

See Note 1 of the accompanying unaudited condensed consolidated financial statements for a discussion of recent accounting ~~guidance~~pronouncements.

Results of Operations

ENNIS, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE PERIOD ENDED ~~MAY~~AUGUST 31, 2025

~~Results~~financial statements and notes included in this filing. The operating results of ~~Operations~~the Company for the three and six months ended August 31, 2025 and the comparative period for 2024 are set forth in the tables below.

The following discussion provides information which we believe is relevant to understanding our results of operations and financial condition. The discussion and analysis should be read in conjunction with the accompanying interim unaudited consolidated financial statements and notes included in this filing. The operating results of the Company for the three months ended May 31, 2025 and the comparative period for 2024 are set forth in the tables below.

Consolidated Summary

Unaudited Condensed Consolidated Statements of	Three Months Ended August 31,	~~Three Months Ended May 31,~~											Six Months Ended August 31,
Operations - Data (in thousands)	2025	~~2025~~					2024	~~2024~~					2025				2024
Net sales	$	$98,676	~~97,197~~	100.0	~~100.0~~%	%	$	$99,038	~~103,108~~	100.0	~~100.0~~%	%	$	195,872	100.0	%	$	202,146	100.0	%
Cost of goods sold		68,574	~~66,967~~	69.5	~~68.9~~			69,259	~~72,204~~	69.9	~~70.0~~			135,541	69.2			141,463	70.0
Gross profit margin		30,102	~~30,230~~	30.5	~~31.1~~			29,779	~~30,904~~	30.1	~~30.0~~			60,331	30.8			60,683	30.0
Selling, general and administrative		17,719	~~16,947~~	18.0	~~17.4~~			16,557	~~17,170~~	16.7	~~16.7~~			34,665	17.7			33,727	16.7
Loss from disposal of assets		—	—	—	—			39	4	—	—			—	—			43	—
Income from operations		12,383	~~13,283~~	12.5	~~13.7~~			13,183	~~13,730~~	13.3	~~13.3~~			25,666	13.1			26,913	13.3
Other income		5,761	~~232~~	5.8	~~0.2~~			1,034	~~1,011~~	1.0	~~1.0~~			5,993	3.1			2,045	1.0
Earnings before income taxes		18,144	~~13,515~~	18.4	~~13.9~~			14,217	~~14,741~~	14.4	~~14.3~~			31,659	16.2			28,958	14.3
Provision for income taxes		4,989	~~3,716~~	5.1	~~3.8~~			3,909	~~4,054~~	3.9	~~3.9~~			8,706	4.4			7,963	3.9
Net earnings	$	$13,155	~~9,799~~	13.3	~~10.1~~%	%	$	$10,308	~~10,687~~	10.4	~~10.4~~%	%	$	22,953	11.7	%	$	20,995	10.4	%

Three months ended ~~May~~August 31, 2025 compared to three months ended ~~May~~August 31, 2024

Net Sales. Our net sales were $9798.27 million for the quarter ended ~~May~~August 31, 2025, compared to $~~103~~99.10 million for the same quarter in the prior year, a decrease of $50.93 million, or -50.73%. Sales ~~from~~volume ~~legacy plants~~ decreased $115.49 million due to weaker volume demand and was ~~partially~~ offset by an approximately $5.5 million increase in revenues generated from our recent acquisitions. We face increased competition with respect to certain product lines which is exerting downward pressure on prices and production volumes. We also observe softening demand in some markets as customers transition from print to digital products.

Cost of Goods Sold and Gross Profit Margin. As a result of decreased sales volume, our cost of goods sold decreased $50.27 million, or -71.20%, from $7269.23 million for the three months ended ~~May~~August 31, 2024 to $6768.06 million for the three months ended ~~May~~August 31, 2025. Our gross profit was $30.21 million or 3130.15% of revenue for the quarter ended ~~May~~August 31, 2025 compared to $3029.98 million or 30.01% of revenue for the same quarter in the prior year. We continue to ~~take~~pursue ~~mitigating actions through our~~ cost management measures and target pricing ~~strategies~~actions intended to ~~maintain~~mitigate ~~our~~the ~~margins~~effects ~~and~~of ~~offset~~persistent ~~continued pressure from soft~~ market ~~conditions~~weakness and increased price competition on ~~price~~our results.

Selling, general, and administrative expense. For the three months ended ~~May~~August 31, 2025, our selling, general, and administrative ("SG&A") expenses were $1617.97 million compared to $1716.26 million for the three months ended ~~May~~August 31, 2024, aan ~~decrease~~increase of $01.31 million, or -16.76%. As a percentage of net sales, SG&A expenses for the current quarter were 1718.40% and 16.7% for the three months ended ~~May~~August 31, 2025 and ~~May~~August 31, 2024, respectively. ~~Our~~ The increase in SG&A ~~expense~~expenses ~~decreased~~primarily asreflects ahigher ~~result~~variable incentive compensation tied to profitability and inclusion of ~~operational~~SG&A ~~efficiencies~~expenses from our recent acquisition.

Gain and loss from disposal of assets. The $439,000 net loss from disposal of assets during the three month period ended ~~May~~August 31, 2024, was primarily attributed to the sale of equipment. There was no gain or loss in the three month period ended ~~May~~August 31, 2025.

Income from operations. Primarily due to factors described above, our income from operations for the three months ended ~~May~~August 31, 2025 was $1312.34 million, or 1312.75% of net sales, ~~and~~as ~~remained relatively flat~~ compared to $13.72 million, or 13.3% of net sales, for the three months ended ~~May~~August 31, 2024.

Other income (expense). Other income was $05.28 million for the three months ended ~~May~~August 31, 2025 compared to $1.0 million for the three months ended ~~May~~August 31, 2024. ~~Our~~During ~~decrease~~the quarter we received cash proceeds of $5.7 million in ~~income~~actual ~~was~~damages, ~~primarily~~exemplary ~~from~~damages aand ~~decrease~~attorney’s fees in ~~interest~~a ~~income~~case ~~from~~against ~~lower~~Wright ~~cash,~~Printing ~~cash~~Company ~~equivalent~~its owners Mark Wright, and ~~investment~~CEO ~~balances~~Mardra Sikora. This amount included $0.4 million of interest income. Interest income for the three months ended ~~May~~August 31, 2025 and 2024 were $0.68 and $1.4 million. Our decrease in interest income was primarily from lower cash, cash equivalent, and investment balances.

Provision for income taxes. Our effective income tax rate was 27.5% for the three months ended ~~May~~August 31, 2025 and remained flat compared to the three months ended ~~May~~August 31, 2024.

Net earnings. Net earnings, due to the factors above, were $913.82 million for the three months ended ~~May~~August 31, 2025 as compared to $10.73 million for the comparable quarter in the prior year. ~~Net~~After-tax earnings per diluted share for the three months ended August 31, 2025 were ~~impacted~~$0.51, bycompared ~~decreased~~to ~~revenues~~$0.40 for the ~~three~~same ~~months~~quarter last year. Diluted earnings per share for the current quarter were positively impacted $0.03 per diluted share from our recent acquisition and approximately $0.14 per diluted share from the lawsuit settlement proceeds.

ENNIS, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE PERIOD ENDED ~~MAY~~AUGUST 31, 2025

Six months ended ~~May~~August 31, 2025 compared to ~~the~~six ~~three~~ months ended ~~May~~August 31, 2024~~. After-tax earnings per diluted share for the three months ended May 31, 2025 were $0.38, compared to $0.41 for the same quarter last year.~~

Net Sales. Our net sales were $195.9 million for the six month period ended August 31, 2025, compared to $202.1 million for the same period last year, a decrease of $6.2 million, or -3.1%. Sales volume decreased $17.3 million due to weaker volume demand and was partially offset by an approximately $11.0 million increase in revenues generated from our recent acquisitions.

Cost of Goods Sold and Gross Profit Margin. Our cost of goods sold decreased $6.0 million, or -4.2%, from $141.5 million for the six months ended August 31, 2024 to $135.5 million for the six months ended August 31, 2025. Our gross profit was $60.3 million for the six month period ended August 31, 2025 compared to $60.7 million for the same period in the prior year. Our gross profit margin of 30.8% for the current six month period, increased from the prior year six month period of 30.0%. We continue to pursue cost management measures and target pricing actions intended to mitigate the effects of persistent market weakness and increased price competition on our results.

Selling, general, and administrative expense. For the six months ended August 31, 2025, our SG&A expenses were $34.7 million compared to $33.7 million for the six months ended August 31, 2024, an increase of $1.0 million, or 3.0%. As a percentage of net sales, SG&A expenses for the period were 17.7% and 16.7% for the six months ended August 31, 2025 and 2024, respectively. The increase in SG&A expenses reflects higher variable incentive compensation tied to profitability and inclusion of SG&A expenses from our recent acquisitions.

Gain and loss from disposal of assets. The $43,000 net loss from disposal of assets during the six month period ended August 31, 2024, respectively, was primarily attributed to the sale of equipment. There was no gain or loss in the six month period ended August 31, 2025.

Income from operations. Primarily due to factors described above, our income from operations for the six months ended August 31, 2025 was $25.7 million, or 13.1% of net sales, as compared to $26.9 million, or 13.3% of net sales, for the six months ended August 31, 2024.

Other income (expense). Other income was $6.0 million for the six months ended August 31, 2025 compared to $2.0 million for the six months ended August 31, 2024. During the period we received cash proceeds of $5.7 million in actual damages, exemplary damages and attorney’s fees in a case against Wright Printing Company, its owners Mark Wright, and CEO Mardra Sikora. This amount included $0.4 million of interest income. Interest income for the period ended August 31, 2025 and 2024 were $1.3 million and $2.7 million. Our decrease in interest income was primarily from lower cash, cash equivalent and investment balances.

Provision for income taxes. Our effective tax rate was 27.5% for the six months ended August 31, 2025 and remained flat compared to the period ended August 31, 2024.

Net earnings. Net earnings, due to the factors above, were $23.0 million for the six months ended August 31, 2025 as compared to $21.0 million for the comparable period in the prior year, an increase of $2.0 million. Net earnings per diluted share for the six months ended August 31, 2025 was $0.89, compared to $0.80 for the same period in the prior year. Diluted earnings per share for the current quarter were positively impacted $0.03 per diluted share from our recent acquisition and approximately $0.14 per diluted share from the lawsuit settlement proceeds.

Liquidity and Capital Resources

We ~~rely~~fund on our ~~cash flows generated from~~ operations toprimarily ~~meet~~through ~~all~~ cash ~~requirements~~generated offrom ~~our~~operating ~~business~~activities. ~~The~~ ~~primary~~Our principal cash requirements ofinclude ~~our business are~~ payments to vendors in the ~~normal~~ordinary course of business, capital expenditures, employee compensation and benefits, ~~for employees~~ and ~~the payment of~~ dividends to ~~our~~ shareholders. We ~~believe~~As ~~that~~of ~~our~~August ~~current~~31, 2025, we had a cash balance of $3231.69 million. atWe ~~May~~expect ~~31,~~operating ~~2025~~cash flows to be consistent with prior periods, asand ~~well~~we asanticipate ~~our~~reduced ~~anticipated~~purchasing ~~cash~~needs ~~flows~~over ~~from~~the ~~operations,~~next ~~which~~several ~~are~~quarters. Based ~~expected~~on tothese befactors, ~~similar~~we tobelieve ~~prior~~our ~~periods~~cash on hand, ~~should~~together bewith ~~adequate~~anticipated tocash ~~cover~~flows ~~the~~from ~~next~~operations, ~~twelve~~will ~~months~~be ~~and~~sufficient ~~beyond~~to ofmeet our operating and capital requirements the next twelve months. Our capital ~~requirements~~expenditures to maintain our manufacturing ~~property~~facilities are expected to berange between $4.0 million and $7.0 million over the next twelve months~~. These~~, ~~amounts are~~ consistent with ~~our~~ historical spending levels.

	May 31,		February 28,
(Dollars in thousands)	2025		2025
Working capital	$	90,239	$	119,436
Cash	$	32,623	$	67,000
Short-term investments	$	-	$	5,475

Working Capital. Due primarily to the acquisition of NEC and ESS for approximately $34.9 million during the three months ended May 31, 2025, our working capital decreased $29.2 million or -24.4%, from $119.4 million at February 28, 2025 to $90.2 million at May 31, 2025. Our current ratio, calculated by dividing our current assets by our current liabilities, decreased from 4.6 to 1.0 at February 28, 2025 to 3.0 to 1.0 at May 31, 2025. Our decrease in working capital primarily reflects the decrease in cash, cash equivalents and short-term investments of $39.9 million, an increase in other receivables of $8.8 million, and an increase in inventory of $14.3, offset by the increase in accounts payable and accrued expenses of $12.4 million.

	Three months endedMay 31,
(Dollars in thousands)	2025			2024
Net cash provided by operating activities	$	7,960		$	23,105
Net cash used in investing activities	$	(30,799	)	$	(5,052	)
Net cash used in financing activities	$	(11,537	)	$	(8,287	)

Cash flows from operating activities. Cash provided by operating activities was $8.0 million in the three months ended May 31, 2025 compared to $23.1 million in the comparative period ended May 31, 2024. Our decreased operational cash flows in the three months ended May 31, 2025 compared to the three months ended May 31, 2024 was primarily the result of $10.5 million increase from accounts and other receivables, $10.8 million increase from inventories offset by $8.6 increase in accounts payable and accrued expenses. The increase in inventory, accounts payable and accrued expenses during the current period was primarily due to an increase in purchasing activities. The sole mill in the United States that produces carbonless paper announced that it would be closing this calendar year. In preparation for that supplier disruption, we invested in and are continue to purchase additional inventory as a buffer stock in response to the transition to alternative sources of carbonless paper.

Cash flows from investing activities. Cash used by investing activities was $30.8 million in the three months ended May 31, 2025 compared to cash used in investing activities of $5.1 million in the three months ended May 31, 2024. In the three months ended May 31, 2025, $34.9 million was used to acquire NEC and ESS. In addition, during the current period, we did not purchase any U.S. government treasury bills and therefore, there is a $10.1 million change from the same period in the prior year.

Cash flows from financing activities. We used $3.3 million more cash in financing activities during the three months ended May 31, 2025 compared to the same period in the prior year. During the three months ended May 31, 2025 and May 31, 2024, we purchased $5.0 million and $1.8 million, respectively in common stock under our stock repurchase program.

Credit Facility – As of May 31, 2025, we had $0.3 million outstanding under a standby letter of credit arrangement secured by a cash collateral bank account. It is anticipated that our cash, short-term investments and funds from operating cash flows will be sufficient to fund anticipated future expenditures, including acquisitions.

ENNIS, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE PERIOD ENDED ~~MAY~~AUGUST 31, 2025

Pension Plan – The funded status of our Pension Plan is dependent on many factors, including returns on invested assets, the level of market interest rates and the level of funding. We are not required to make a contribution to the pension plan for fiscal year 2026. We made a contribution of $1.2 million to the pension plan for fiscal year 2025. As our pension assets are invested in marketable securities, changes in actual investment returns or in discount rates could change funding status and requirements significantly. At May 31, 2025, we had a funded pension asset of $1.4 million.


	August 31,		February 28,
(Dollars in thousands)	2025		2025
Working capital	$	97,760	$	119,436
Cash	$	31,886	$	67,000
Short-term investments	$	-	$	5,475

~~Inventories~~Working –Capital. During Wethe ~~believe~~six ~~our~~months ~~inventory~~ended ~~levels~~August ~~are~~31, ~~sufficient~~2025, toour ~~satisfy~~working ~~our~~capital ~~customer~~decreased ~~demands~~$21.6 ~~and~~million weor ~~anticipate~~-18.1%, ~~having~~from ~~adequate~~$119.4 ~~sources~~million ofat ~~raw~~February ~~materials~~28, 2025 to ~~meet~~$97.8 ~~future~~million ~~business~~at ~~requirements.~~August ~~Recently~~31, ~~there~~2025. ~~have~~The ~~been~~decline ~~consolidations~~was ofdue ~~paper~~primarily ~~suppliers~~to ~~and~~our ~~mill~~acquisition ~~closure~~of ~~announcements~~NEC ~~which~~and ~~may~~ESS ~~cause~~for ~~the~~approximately ~~paper~~$34.9 ~~prices~~million, toas ~~fluctuate~~well ~~substantially~~as inour ~~the~~strategic ~~future. The~~decision ~~sole~~to ~~mill~~increase inventory levels in response to the ~~United~~closure ~~States~~of ~~that~~the ~~produces~~only ~~rolls~~domestic producer of carbonless paper. ~~announced~~Our ~~that~~current itratio, ~~would~~calculated beby ~~closing~~dividing ~~this~~current ~~calendar~~assets ~~year. In~~by ~~preparation~~current ~~for~~liabilities, ~~that~~decreased ~~supply~~from ~~disruption,~~4.6 weto ~~invested~~1.0 inat ~~and~~February ~~are~~28, ~~continuing~~2025 to ~~purchase~~3.4 ~~additional~~to ~~inventory~~1.0 asat ~~buffer~~August ~~stock~~31, 2025. The decrease in ~~response~~working tocapital ~~the~~primarily ~~transition~~reflects toa ~~alternative~~reduction ~~sources~~in ofcash, ~~carbonless~~cash ~~paper. We~~equivalents ~~have~~and ~~long~~short-term ~~contracts~~investments inof ~~effect~~$40.6 ~~with~~million, ~~paper~~an ~~suppliers~~increase ~~that~~in ~~govern~~other ~~prices,~~receivables ~~but~~of do$8.8 ~~not~~million, ~~require~~and ~~minimum~~an ~~purchase~~increase ~~commitments. Certain~~in inventory of ~~our~~$23.3 ~~rebate programs do~~million, ~~however,~~partially ~~require~~offset ~~minimum~~by ~~purchase~~the ~~volumes. Management~~increase ~~anticipates~~in ~~meeting~~accounts ~~the~~payable ~~required~~of ~~volumes~~$5.8 million.

Capital Expenditures – We continue to make capital expenditures for operational maintenance purposes, as may be required. Additionally, we will carefully review and make capital expenditures for additional equipment to the extent such additions make economic sense by improving our operations and not jeopardizing our strong liquidity position. We expect our capital requirements for our current fiscal year, exclusive of capital required for possible acquisitions, will be within our historical levels of between $4.0 million and $7.0 million. For the three months ended May 31, 2025, we spent approximately $1.4 million on capital expenditures that was funded out of our cash balance. We expect to generate sufficient cash flows from our operating activities to cover our operating and other normal capital requirements for the foreseeable future.


	Six months ended August 31,
(Dollars in thousands)	2025			2024
Net cash provided by operating activities	$	18,424		$	34,941
Net cash used in investing activities	$	(31,954	)	$	(1,777	)
Net cash used in financing activities	$	(21,584	)	$	(14,784	)

~~Contractual~~Cash ~~Obligations~~flows –from ~~There~~operating ~~have~~activities. Cash ~~been~~provided noby ~~significant~~operating ~~changes~~activities was $18.4 million in ~~our~~the ~~contractual~~six ~~obligations~~months ~~since~~ended ~~February~~August 2831, 2025 ~~that~~compared ~~have~~to $34.9 million in the comparative period ended August 31, or2024. ~~are~~Our ~~reasonably~~net ~~likely~~earnings increased $2.0 million for the six months ended August 31, 2025 compared to ~~have~~the six months ended August 31, 2024. An increase in accounts receivable used cash of $2.0 million in the current period compared to cash provided by a ~~material~~decrease ~~impact~~in onaccounts ~~our~~receivable ~~results~~of $4.6 million in the prior year. An increase in inventories used cash of ~~operations~~$20.8 ormillion ~~financial~~in ~~condition~~the six months ended August 31, 2025 compared to a decrease in inventory providing cash of $0.2 million in the prior year. An increase in accounts payable and accrued expenses provided cash of $7.3 million in the six months ended August 31, 2025 compared to a decrease in accounts payable and accrued expenses using cash of $0.1 million in the six months ended August 31, 2024. WeThe doincrease ~~not~~in ~~have~~inventory, ~~off-balance~~accounts ~~sheet~~payable ~~arrangements~~and oraccrued ~~special-purpose~~expenses ~~entities~~during the current period was primarily due to an increase in purchasing activities as stated above. The increase in receivables is primarily from vendor rebates.

Cash flows from investing activities. Cash used in investing activities was $32.0 million in the six months ended August 31, 2025 compared to cash used in investing activities of $1.8 million in the six months ended August 31, 2024. Capital expenditures primarily of equipment was $2.8 million and $3.6 million for the six months ended August 31, 2025 and August 31, 2024, respectively. In the six months ended August 31, 2025, $34.9 million was used to acquire a business compared to $5.6 million in the same period last year. During the current period, approximately $5.5 million of U.S. government treasury bills matured and invested in money market funds. During the six months ended August 31, 2024 we purchased approximately $10.1 million of U.S. government treasury bills, which was partially offset by $17.5 million in matured treasury bills and invested in money market funds.

Cash flows from financing activities. We used $6.8 million more cash in financing activities during the six months ended August 31, 2025 compared to the same period in the prior year. During the six months ended August 31, 2025 and August 31, 2024, we purchased $8.6 million and $1.8 million, respectively in common stock under our stock repurchase program. We made dividend payments of $13.1 million and $13.0 million for the six months ended August 31, 2025 and August 31, 2024, respectively.

Credit Facility – As of August 31, 2025, we had $0.2 million outstanding under a standby letter of credit arrangement secured by a cash collateral bank account. It is anticipated that our cash, short-term investments and funds from operating cash flows will be sufficient to fund anticipated future expenditures, including acquisitions.

Pension Plan – The funded status of our Pension Plan is dependent on many factors, including returns on invested assets, the level of market interest rates and the level of funding. We are not required to make a contribution to the pension plan for fiscal year 2026. We made a contribution of $1.2 million to the pension plan for fiscal year 2025. As our pension assets are invested in marketable securities, changes in actual investment returns or in discount rates could change funding status and requirements significantly. At August 31, 2025, we had a funded pension asset of $1.4 million.

Inventories – We believe our inventory levels are sufficient to satisfy customer demand, and we expect to maintain adequate access to raw materials to support future business requirements. Recent consolidation within the paper industry and the closure of the

ENNIS, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE PERIOD ENDED ~~MAY~~AUGUST 31, 2025

sole U.S. mill producing rolls of carbonless paper are expected to create volatility in paper pricing and supply availability. In anticipation of this disruption, we made a strategic decision to increase inventory levels to mitigate the risk of shortages and ensure continuity of supply. We maintain long-term supply agreements with key paper vendors that establish pricing parameters but do not impose minimum purchase obligations. Certain rebate programs, however, are contingent on achieving minimum purchase volumes and management currently expects to meet those requirements.

Capital Expenditures – We continue to make capital expenditures for operational maintenance purposes, as may be required. Additionally, we will carefully review and make capital expenditures for additional equipment to the extent such additions make economic sense by improving our operations and not jeopardizing our strong liquidity position. We expect our capital requirements for our current fiscal year, exclusive of capital required for possible acquisitions, will be within our historical levels of between $4.0 million and $7.0 million. For the six months ended August 31, 2025, we spent approximately $2.8 million on capital expenditures that was funded out of our cash balance. We expect to generate sufficient cash flows from our operating activities to cover our operating and other normal capital requirements for the foreseeable future.

Contractual Obligations – There have been no significant changes in our contractual obligations since February 28, 2025 that have, or are reasonably likely to have, a material impact on our results of operations or financial condition. We do not have off-balance sheet arrangements or special-purpose entities.

ENNIS, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE PERIOD ENDED AUGUST 31, 2025

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk

Interest Rates

From time to time, we are exposed to interest rate risk on short-term and long-term financial instruments carrying variable interest rates. We may from time to time utilize interest rate swaps to manage overall borrowing costs and reduce exposure to adverse fluctuations in interest rates. We do not use derivative instruments for trading purposes. While we had no outstanding debt at ~~May~~August 31, 2025, we will be exposed to interest rate risk if we borrow in the future.

This market risk discussion contains forward-looking statements. Actual results may differ materially from this discussion based upon general market conditions and changes in domestic and global financial markets.

Item 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures. We maintain “disclosure controls and procedures” as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act, is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by us in such reports is accumulated and communicated to our management, including our principal executive and financial officers, as appropriate to allow timely decisions regarding required disclosures. Our controls and procedures are tested and evaluated at regular intervals to confirm that they are adequate and followed by our personnel to prevent misstatement of the Company’s financial statements. Due to the inherent limitations of control systems, not all misstatements may be detected. Those inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple errors or mistakes. Additionally, controls could be circumvented by the individual acts of some persons or by collusion of two or more people. Our controls and procedures can only provide reasonable, not absolute, assurance that the above objectives have been met. Our management, with the participation of our Chairman of the Board, President and Chief Executive Officer (“CEO”) and Chief Financial Officer and Treasurer (“CFO”), has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our CEO and CFO have concluded that, as of ~~May~~August 31, 2025, our disclosure controls and procedures are effective to provide reasonable assurance that information relating to us (including our consolidated subsidiaries), which is required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

There have been no changes in our internal control over financial reporting (as defined in Rule 13a–15(f) or Rule 15d–15(f) of the Exchange Act) that occurred during the three and six months ended ~~May~~August 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time we are involved in various litigation matters arising in the ordinary course of our business. We do not believe the disposition of any current matter will have a material adverse effect on our consolidated financial position or results of operations.

InEnnis ~~October~~and ~~2023,~~one ~~Crabar/GBF,~~of ~~Inc.,~~its subsidiaries are defendants in a ~~subsidiary~~lawsuit in Arizona concerning the lease of ~~Ennis,~~the ~~was~~former ~~awarded~~B&D ~~$5.8~~Litho ~~million~~facility that was closed in ~~actual~~2019. The ~~damages,~~Company ~~exemplary~~has ~~damages~~denied ~~and~~the ~~attorney~~landlord’s ~~fees~~allegations inand ais ~~case~~vigorously ~~against~~contesting ~~Wright~~the ~~Printing~~landlord’s ~~Company,~~unreasonable ~~its~~claim. The ~~owner~~Court ~~Mark~~has ~~Wright,~~made ~~and~~a ~~CEO~~preliminary ~~Mardra~~ruling ~~Sikora. Given~~that defendants failed to maintain the ~~defendants~~facility’s ~~pending~~air ~~appeal~~conditioning equipment, wepaved ~~have~~surfaces ~~not~~and ~~yet~~roof ~~recognized~~in agood ~~contingent~~condition ~~gain~~even ~~from~~though the ~~October~~landlord ~~2023~~had ~~judgment~~assumed responsibility for some of those maintenance obligations. ~~Nevertheless,~~The ~~the~~Company ~~defendants~~has ~~have~~accrued ~~posted~~a ~~cash~~liability ~~bonds~~reserve ~~that~~of ~~total~~ approximately $50.14 million, ~~which~~related ~~should~~to this claim. The case will be ~~recoverable~~tried byduring the ~~Company~~first ifcalendar ~~defendants’~~quarter ~~appeal~~of ~~is unsuccessful~~2026.

Ennis and one of its subsidiaries are defendants in a lawsuit in Arizona concerning the lease of the former B&D Litho facility that was closed in 2019. The Company has denied the landlord’s allegations and is vigorously contesting the landlord’s unreasonable claim. The Court has made a preliminary ruling that defendants failed to maintain the facility’s air conditioning equipment, paved surfaces and roof in good condition even though the landlord had assumed responsibility for some of those maintenance obligations. The Company has accrued a liability reserve of approximately $0.4 million related to this claim. The case will be tried during either the fourth calendar quarter of 2025 or the first calendar quarter of 2026.

ENNIS, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE PERIOD ENDED MAY 31, 2025

Item 1A. Risk Factors

There have been no material changes in our Risk Factors as previously discussed in our Annual Report on Form 10-K for the year ended February 28, 2025.

ENNIS, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE PERIOD ENDED AUGUST 31, 2025

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

At its July 14, 2022 meeting, the Ennis, Inc. Board of Directors authorized an additional $20.0 million in funding for the Company’s share repurchase program that was first implemented in 2008. With this latest funding authorization, the cumulative funds authorized for share repurchases totals $60.0 million. Under the repurchase program, purchases may be made from time to time in the open market or through privately negotiated transactions depending on market conditions, share price, trading volume and other factors. Such purchases, if any, will be made in accordance with applicable insider trading rules and other securities laws and regulations. These repurchases may be commenced or suspended at any time or from time to time without prior notice.

During the ~~three~~six months ended ~~May~~August 31, 2025, the Company repurchased ~~260~~456,~~560~~671 shares of common stock under the program at an average price of $1918.0454. Since the program’s inception in October 2008, there have been 2,~~594~~791,~~904~~015 common shares repurchased at an average price of $16.7381 per share. As of ~~May~~August 31, 2025, $1613.61 million remained available to repurchase shares of the Company’s common stock under the program.

Items 3, 4 and 5 are not applicable and have been omitted

Item 6. Exhibits

The following exhibits are filed as part of this report.

Exhibit Number		Description
Exhibit 3.1(a)		Restated Articles of Incorporation, as amended through June 23, 1983 with attached amendments dated June 20, 1985, July 31, 1985, June 16, 1988 and November 4, 1998, incorporated herein by reference to Exhibit 3.1(a) to the Registrant’s Form 10-Q filed on October 6, 2017 (File No. 001-05807).
Exhibit 3.1(b)		Amendment to Articles of Incorporation, dated June 17, 2004, incorporated herein by reference to Exhibit 3.1(b) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended February 28, 2007 filed on May 9, 2007 (File No. 001-05807).
Exhibit 3.2		Fourth Amended and Restated Bylaws of Ennis, Inc., dated July 10, 2017, incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on July 10, 2017 (File No. 001-05807).
Exhibit 31.1		Certification Pursuant to Rule 13a-14(a) of Chief Executive Officer.*
Exhibit 31.2		Certification Pursuant to Rule 13a-14(a) of Chief Financial Officer.*
Exhibit 32.1		Section 1350 Certification of Chief Executive Officer.**
Exhibit 32.2		Section 1350 Certification of Chief Financial Officer.**
Exhibit 101		The following information from Ennis, Inc.’s Quarterly Report on Form 10-Q for the quarter ended ~~May~~August 31, 2025, filed on ~~June~~October 303, 2025, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Changes in Shareholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements, tagged as blocks of text and in detail.*
Exhibit 104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith

** Furnished herewith

3031

ENNIS, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE PERIOD ENDED ~~MAY~~AUGUST 31, 2025

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		ENNIS, INC.
Date: June 30, 2025		/s/ Keith S. Walters
Date: October 3, 2025		/s/ Keith S. Walters
		Keith S. Walters
		Chairman, Chief Executive Officer and President
Date: June 30, 2025		/s/ Vera Burnett
Date: October 3, 2025		/s/ Vera Burnett
		Vera Burnett
		Chief Financial Officer, Treasurer and
		Principal Financial and Accounting Officer

3132

Filing Compare · ENNIS, INC.