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Form 8-K

sec.gov

8-K — OPEN TEXT CORP

Accession: 0001002638-26-000067

Filed: 2026-08-06

Period: 2026-08-06

CIK: 0001002638

SIC: 7373 (SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN)

Item: Results of Operations and Financial Condition

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — otex-20260806.htm (Primary)

EX-99.1 (q4-26pressreleaseexhibit991.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: otex-20260806.htm · Sequence: 1

otex-20260806

0001002638false00010026382026-08-062026-08-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

______________________

FORM 8-K

______________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 6, 2026

______________________

Open Text Corporation

(Exact name of Registrant as specified in its charter)

______________________

Canada 0-27544 98-0154400

(State or Other Jurisdiction

of Incorporation) (Commission

File Number) (IRS Employer

Identification No.)

275 Frank Tompa Drive, Waterloo, Ontario, Canada N2L 0A1

(Address of principal executive offices)

(519) 888-7111

(Registrant's telephone number, including area code)

______________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 without par value OTEX NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 2.02     Results of Operations and Financial Condition

The following information is furnished pursuant to Item 2.02, “Results of Operations and Financial Condition.”

On August 6, 2026, Open Text Corporation (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

The information in this Item 2.02 and the exhibits attached hereto are furnished to, but not “filed” with, the Securities and Exchange Commission (“SEC”) and shall not be deemed to be incorporated by reference into any of the Company’s filings with the SEC under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 8.01    Other Events

The following information is filed pursuant to Item 8.01 “Other Events”.

Cash Dividends

Pursuant to the Company's dividend policy, the Board of Directors of the Company has declared a dividend of $0.28 per Common Share, payable on September 18, 2026, to the shareholders of the Company of record on September 4, 2026.

OpenText believes strongly in returning value to its shareholders and intends to maintain its dividend program. Any future declarations of dividends and the establishment of future record and payment dates are all subject to the final determination and discretion of the Board of Directors.

The declaration, payment and amount of any future dividends will be made pursuant to the Company's dividend policy and is subject to final determination each quarter by the Board of Directors in its discretion based on a number of factors that it deems relevant, including the Company's financial position, results of operations, available cash resources, cash requirements and alternative uses of cash that the Board of Directors may conclude would be in the best interest of the shareholders of the Company. Payment of dividends is also subject to relevant contractual limitations, including those in the Company's existing credit agreements. Accordingly, there can be no assurance that any future dividends will be equal or similar in amount to any dividends previously paid or that the Board of Directors will not decide to reduce, suspend or discontinue the payment of dividends in the future.

Item  9.01    Financial Statements and Exhibits

(d)    Exhibits

Exhibit No.

Description

99.1

Press release of financial results issued by Open Text Corporation on August 6, 2026.

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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 hereunto duly authorized.

OPEN TEXT CORPORATION

August 6, 2026

By:

/s/ STEVE RAI

Steve Rai

Executive Vice President, Chief Financial Officer

Exhibit Index

Exhibit No.

Description

99.1

Press release of financial results issued by Open Text Corporation on August 6, 2026.

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EX-99.1

EX-99.1

Filename: q4-26pressreleaseexhibit991.htm · Sequence: 2

Document

Exhibit 99.1

OpenText Reports Fourth Quarter and Fiscal Year 2026 Financial Results

$1.96B of Cloud Revenues, growth of 5.5% Y/Y

Core Revenue* growth of 3% Y/Y

Fiscal 2026 Fourth Quarter Highlights (in millions)(1)

Total Revenues Cloud Revenues

Profitability

EPS

Cash Flows

Net Income

A-EBITDA

GAAP

Non-GAAP

Operating

Free Cash Flow

$1,349 $503 $156 $507 $0.64 $1.23 $186 $122

+2.9% Y/Y

+6.0% Y/Y

11.5% margin

37.6% margin

+481.8% Y/Y

+26.8% Y/Y

+17.5% Y/Y

-1.6% Y/Y

Waterloo, ON, August 6, 2026 - Open Text Corporation (NASDAQ: OTEX), (TSX: OTEX), today announced its financial results for the fourth quarter and year ended June 30, 2026.

“AI is creating urgency for every organization, but trusted data determines whether AI delivers value. OpenText is the secure data foundation in the AI stack. Enterprise-grade data is our differentiator, and it is how we will turn the AI opportunity into sustainable growth” said Ayman Antoun, OpenText CEO. “In Fiscal 2027, our focus is disciplined execution: expanding sales capacity, deepening reach through ecosystem partners, and increasing organic investment in our core portfolio, giving clients the choice of deployment, type of cloud, and AI models they need to trust their AI outcomes. This is our foundation year where we will drive core organic growth in constant currency and put in place the launch pad for sustained, enhanced performance going forward.”

Ayman Antoun, OpenText Chief Executive Officer

“Fiscal 2026 was an important year of financial and operational discipline for OpenText,” said Steve Rai, OpenText EVP, CFO. “We strengthened the balance sheet, managed costs, and delivered 36.3% in Adjusted EBITDA Margin, which demonstrates the durability of our operating model. As we enter Fiscal 2027, our focus remains on cash generation, debt reduction, and capital allocation that positions OpenText well in the year ahead.”

Steve Rai, OpenText Executive Vice President, Chief Financial Officer

Fourth Quarter Financial Highlights Y/Y

•Total revenues: $1.349 billion, +2.9% Y/Y

•Annual recurring revenues (ARR): $1.057 billion, +0.2% Y/Y

•Cloud revenues: $503 million, +6.0% Y/Y, 22 consecutive quarters of cloud organic growth

•Enterprise cloud bookings(2): $295 million, +24.1% Y/Y

•Operating cash flows: $186 million and free cash flow(3) was $122 million

•Net income: GAAP $156 million, +439.9% Y/Y, Non-GAAP(3) $299 million, +19.7% Y/Y

•Adjusted EBITDA(3) of $507 million, margin of 37.6%

•Diluted earnings per share (EPS): GAAP $0.64, Non-GAAP(3) $1.23

•Repurchased $12 million of common shares for cancellation

(*) Core revenue product categories include Content, Business Network, IT Operations Management (ITOM) and Cybersecurity (Enterprise)

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Fiscal 2026 Annual Highlights Y/Y (in millions)(1)

Total Revenues Cloud Revenues

Profitability

Diluted EPS

Cash Flows

Net Income

A-EBITDA

GAAP

Non-GAAP

Operating

Free Cash Flow

$5,246 $1,959 $643 $1,903 $2.58 $4.42 $1,007 $808

+1.5% Y/Y

+5.5% Y/Y

12.3% margin

36.3% margin

+56.4% Y/Y

+15.7% Y/Y

+21.2% Y/Y

+17.5% Y/Y

Fiscal Year Financial Highlights Y/Y

•Total revenues: $5.246 billion, +1.5% Y/Y

•Annual Recurring Revenues (ARR): $4.246 billion, +1.3% Y/Y

•Cloud revenues: $1.959 billion, +5.5% Y/Y

•Enterprise cloud bookings(2): $947 million, +22.5% Y/Y

•Operating cash flows: $1.007 billion and free cash flow(3) was $808 million

•GAAP-based net income: $643 million, +47.5% Y/Y, margin of 12.3%

•Adjusted EBITDA(3) of $1.903 billion, margin of 36.3% while making key investments in cloud, security and AI

•Record capital returns of $677 million including $268 million via dividends and $409 million of share repurchases

•Diluted earnings per share (EPS): GAAP $2.58, Non-GAAP(3) of $4.42

•5% increase of dividend per share in Fiscal 2026

(1) Numbers represented are in millions of US dollars, except for per share or percentage metrics.

(2) Enterprise cloud bookings is defined as the total value from cloud services and subscription contracts, entered into in the fiscal year that are new, committed and incremental to our existing contracts, entered into with our enterprise based clients.

(3) Please see Note 2 “Use of Non-GAAP Financial Measures” to the consolidated financial statements below.

Financial Highlights for Q4 and Fiscal 2026 with Year Over Year Comparisons

Summary of Quarterly Results

(In millions, except per share data)

Q4 FY’26

Q4 FY’25

$ Change  % Change

Q4 FY’26 in CC*

% Change in CC*

Revenues:

Cloud services and subscriptions $ 503.0  $ 474.5  $ 28.5  6.0  % $ 494.9  4.3  %

Customer support 553.8  580.6  ($26.7) (4.6) % 541.0  (6.8) %

Total annual recurring revenues** $ 1,056.9  $ 1,055.1  $ 1.8  0.2  % $ 1,035.9  (1.8) %

License 214.6  172.5  $42.1  24.4  % 211.0  22.3  %

Professional service and other 77.6  82.9  ($5.4) (6.5) % 75.5  (9.0) %

Total revenues

$ 1,349.0  $ 1,310.5  $ 38.5  2.9  % $ 1,322.4  0.9  %

GAAP-based operating income $ 319.7  $ 181.6  $ 138.1  76.1  % N/A N/A

Non-GAAP-based operating income (1)

$ 468.3  $ 409.9  $ 58.3  14.2  % $ 451.7  10.2  %

GAAP-based net income attributable to OpenText $ 155.7  $ 28.8  $ 126.8  439.9  % N/A N/A

GAAP-based EPS, diluted $ 0.64  $ 0.11  $ 0.53  481.8  % N/A N/A

Non-GAAP-based EPS, diluted (1)(2)

$ 1.23  $ 0.97  $ 0.26  26.8  % $ 1.18  21.6  %

Adjusted EBITDA (1)

$ 506.7  $ 443.9  $ 62.7  14.1  % $ 490.0  10.4  %

Operating cash flows $ 185.8  $ 158.2  $ 27.6  17.5  % N/A N/A

Free cash flow (1)

$ 122.0  $ 124.0  $ (2.0) (1.6) % N/A N/A

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Summary of Annual Results

(In millions, except per share data)

FY’26

FY’25

$ Change  % Change

FY’26 in CC*

% Change in CC*

Revenues:

Cloud services and subscriptions $ 1,958.6  $ 1,856.5  $ 102.1  5.5  % $ 1,919.4  3.4  %

Customer support 2,287.4  2,334.0  ($46.6) (2.0) % 2,220.9  (4.8) %

Total annual recurring revenues** $ 4,246.0  $ 4,190.5  $ 55.5  1.3  % $ 4,140.3  (1.2) %

License 678.5  625.6  $52.9  8.4  % 659.7  5.4  %

Professional service and other 321.9  352.3  ($30.3) (8.6) % 310.4  (11.9) %

Total revenues

$ 5,246.4  $ 5,168.4  $ 78.0  1.5  % $ 5,110.4  (1.1) %

GAAP-based operating income $ 1,082.6  $ 892.7  $ 189.9  21.3  % N/A N/A

Non-GAAP-based operating income (1)

$ 1,759.5  $ 1,654.1  $ 105.4  6.4  % $ 1,678.2  1.5  %

GAAP-based net income attributable to OpenText $ 643.0  $ 435.9  $ 207.2  47.5  % N/A N/A

GAAP-based EPS, diluted $ 2.58  $ 1.65  $ 0.93  56.4  % N/A N/A

Non-GAAP-based EPS, diluted (1)(2)

$ 4.42  $ 3.82  $ 0.60  15.7  % $ 4.19  9.7  %

Adjusted EBITDA (1)

$ 1,903.2  $ 1,784.5  $ 118.7  6.7  % $ 1,821.4  2.1  %

Operating cash flows $ 1,006.8  $ 830.6  $ 176.2  21.2  % N/A N/A

Free cash flow (1)

$ 807.5  $ 687.4  $ 120.1  17.5  % N/A N/A

(1) Please see Note 2 “Use of Non-GAAP Financial Measures” to the consolidated financial statements below.

(2) For periods prior to Fiscal 2025, this is reflective of the amount of net tax benefit arising from the internal reorganization assumed to be allocable to the period based on the forecasted utilization period. Please also see Note 14 to the Company’s Fiscal 2018 Consolidated Financial Statements on Form 10-K.

Note: Items in tables may not add due to rounding. Percentages presented are calculated based on the underlying amounts.

*CC: Constant currency for this purpose is defined as the current period reported revenues/expenses/earnings represented at the prior comparative period’s foreign exchange rate.

**Annual recurring revenue is defined as the sum of Cloud services and subscriptions revenue and Customer support revenue.

Dividend

As part of the quarterly, non-cumulative cash dividend program, the Board declared on August 5, 2026, a cash dividend of $0.28 per common share. The record date for this dividend is September 4, 2026 and the payment date is September 18, 2026. OpenText believes strongly in returning value to its shareholders. Any future declarations of dividends and the establishment of future record and payment dates are all subject to the final determination and discretion of the Board of Directors.

Quarterly Business Highlights

•OpenText Appoints Jill Larsen to Board of Directors

•OpenText Completes US$150 Million Divestiture of Non-Core Vertica to Rocket Software

•OpenText to Create 400 Jobs with €105 Million Investment in Cork and Galway to Expand Agentic AI and Sovereign Cloud in Europe

•OpenText Among First Canadian Companies to Join OECD Global Safe AI Reporting Framework

•OpenText had a number of key client wins in the quarter representing a diverse set of industries across the globe.

•Key wins in the Americas included: Altán Redes, Desjardins Group, Workplace Safety & Insurance Board (WSIB), Ochsner Health, and The Queens Health Systems.

•Key wins in EMEA and the rest of the world included: CGI IT UK Ltd., Fransabank France S.A., Insurance Australia Group (IAG), Konica Minolta, Inc., Mainova AG, Mohammed Bin Rashid Al Maktoum Library, Provincie Zuid-Holland, Renesas Design Germany GmbH, Técnicas Reunidas SA.

Share Repurchase Plan/Normal Course Issuer Bid

OpenText also announced today the renewal of its share repurchase plan pursuant to which it is authorized to purchase for cancellation in open market transactions, from time to time over the next 12 months, if considered advisable, up to 23,846,439 of its common shares (Common Shares), representing 10% of the Company's public float (calculated in accordance with the

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rules of the Toronto Stock Exchange (the “TSX”)), on the TSX, the NASDAQ Global Select Market and/or other exchanges and alternative trading systems in Canada and/or the United States, if eligible, subject to applicable law and stock exchange rules (the “Repurchase Plan”). The price that OpenText will pay for Common Shares in open market transactions will be the market price at the time of purchase or such other price as may be permitted by applicable law or stock exchange rules.

The Company’s determination to renew its share repurchase plan reflects its confidence in its operational execution and expanding cash flows, with the Repurchase Plan being additive to the Company’s overall strategic capital allocation, complementing its ongoing M&A activity and dividend program. The Repurchase Plan will be effected in accordance with Rule 10b-18 under the U.S. Securities Exchange Act of 1934, as amended. Purchases made under the Repurchase Plan may commence on August 12, 2026 and will expire on August 11, 2027 (subject to earlier termination where the maximum purchase limits have been reached). All Common Shares purchased by OpenText pursuant to the Repurchase Plan will be cancelled.

Normal Course Issuer Bid

The Company has renewed its normal course issuer bid (the “NCIB”) in order to provide it with a means to execute purchases over the TSX as part of the overall Repurchase Plan.

The TSX has approved the Company’s notice of intention to commence the NCIB pursuant to which the Company may purchase Common Shares over the TSX for the period commencing August 12, 2026 until August 11, 2027 (subject to earlier termination where the maximum purchase limits have been reached) in accordance with the TSX’s normal course issuer bid rules, including that such purchases are to be made at prevailing market prices or as otherwise permitted. Under the rules of the TSX, the maximum number of Common Shares that may be purchased in this period is 23,846,439, representing 10% of the Company’s public float (calculated in accordance with TSX rules based on the 242,126,739 Common Shares issued and outstanding as of July 31, 2026), and the maximum number of Common Shares that may be purchased on a single day is 447,218 Common Shares, which is 25% of 1,788,872 (calculated in accordance with TSX rules based on the average daily trading volume for the Common Shares on the TSX for the six months ended July 31, 2026), subject to certain exceptions for block purchases, subject in any case to the volume and other limitations under Rule 10b-18.

Further, as part of the NCIB renewal, the Company has entered into an automatic share purchase plan (ASPP) with its broker to facilitate repurchases of the Common Shares. Under the terms of the ASPP, the Company’s broker will be permitted to make purchases at its sole discretion based on parameters set by the Company in accordance with TSX rules, applicable law and the terms of the ASPP, during periods when the Company would ordinarily not be permitted to make purchases, whether due to regulatory restriction or customary self-imposed blackout periods. Outside of such periods, Common Shares can be purchased based on management’s discretion, in compliance with TSX rules and applicable law.

All purchases of Common Shares made under the ASPP will be included in determining the number of Common Shares purchased under the NCIB. The ASPP has been pre-cleared by the TSX and will be effective on August 12, 2026. The ASPP will terminate on the earliest of: (a) the date on which the maximum purchase limits under the NCIB are reached; (b) August 11, 2027; or (c) the date on which the Company terminates the ASPP in accordance with its terms.

Under its previous normal course issuer bid which began on August 12, 2025, and which will expire on August 11, 2026, the Company was authorized to repurchase up to 24,906,456 Common Shares, subject to a maximum aggregate value of US$500 million. From August 12, 2025 to July 31, 2026, the Company purchased for cancellation 14,273,800 Common Shares, through the facilities of the TSX or by such other permitted means, for a total of approximately US$392 million at a volume weighted average purchase price of US$27.49 per Common Share. Separately, in connection with the settlement of awards under the long-term incentive plans, during Fiscal 2026, the Company repurchased 2,166,500 Common Shares on the open market at a total cost of approximately US$50 million at a volume weighted average price of US$23.08 per Common Share. As part of its previous normal course issuer bid, the Company entered into an ASPP with its broker, which was effective on August 12, 2025 and expired on August 11, 2026.

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Summary of Quarterly Results

Q4 FY’26

Q3 FY’26

Q4 FY’25

% Change

(Q4 FY’26 vs Q3 FY’26)

% Change

(Q4 FY’26 vs Q4 FY’25)

Revenue (millions) $ 1,349.0  $ 1,282.5  $ 1,310.5  5.2  % 2.9  %

GAAP-based gross margin 75.0  % 73.1  % 72.3  % 190  bps 270  bps

Non-GAAP-based gross margin (1)

78.3  % 76.7  % 76.2  % 170  bps 220  bps

GAAP-based EPS, diluted $ 0.64  $ 0.70  $ 0.11  (8.6) % 481.8  %

Non-GAAP-based EPS, diluted (1)

$ 1.23  $ 1.01  $ 0.97  21.8  % 26.8  %

Summary of Annual Results

FY’26

FY’25

% Change

Revenue (millions) $ 5,246.4  $ 5,168.4  1.5  %

GAAP-based gross margin 73.7  % 72.3  % 150  bps

Non-GAAP-based gross margin (1)

77.3  % 76.2  % 110  bps

GAAP-based EPS, diluted $ 2.58  $ 1.65  56.4  %

Non-GAAP-based EPS, diluted (1)

$ 4.42  $ 3.82  15.7  %

(1) Please see Note 2 “Use of Non-GAAP Financial Measures” to the consolidated financial statements below.

Conference Call Information

OpenText posted an investor presentation on its Investor Relations website and invites the public to listen to the earnings conference call webcast on Thursday, August 6, 2026 at 8:00 a.m. ET (5:00 a.m. PT) from the Investor Relations section of the Company’s website at https://investors.opentext.com. To join the webcast instantly, use this webcast link. A webcast replay will be available shortly following completion of the live call.

Please see Note 2 “Use of Non-GAAP Financial Measures” to the consolidated financial statements below for a reconciliation of U.S. GAAP-based financial measures used in this press release to Non-GAAP-based financial measures.

For more information, please contact:

Greg Secord

Vice President, Global Head of Investor Relations

Open Text Corporation

(416) 956 0380 (Canada) / (415) 963 0825 (U.S.)

investors@opentext.com

Copyright © 2026 OpenText. All Rights Reserved. Trademarks owned by OpenText. One or more patents may cover this

product(s). For more information, please visit www.opentext.com/about/patents.

About OpenText

OpenText™ is a global leader in data management for enterprise AI, helping organizations protect, govern, and activate their data with confidence. Our technologies turn data into information with context to form the knowledge base for enterprise AI. Learn more at www.opentext.com.

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Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this press release, including statements about Open Text Corporation (“OpenText” or “the Company”) on: focus of Fiscal 2027, including expanding sales capacity, deepening reach through ecosystem partners, and increasing organic investment in our core portfolio; growth in constant currency of our core business; timing for enterprise assessment and results therefrom; expected future performance, including competitive position of and innovation to certain products, cash generation therefrom and ability to build long-term shareholder value; client benefits from products; executing the Company’s capital allocation strategy, including debt reduction, dividends, share repurchases and targeted organic investment ; execution of Business Optimization Plan and other savings initiatives, including timing, costs, savings, associated benefits thereof and potential adjustments of amounts thereto; projected outlook and estimates; portfolio shaping opportunities and divestiture of non-core assets, including benefits from and timing of such transactions and use of proceeds therefrom; future total and cloud revenues, operating expenses, margins, RPO, cRPO, free cash flows, earnings, interest expense and capital expenditures; net leverage and savings estimates and timing thereof; innovation road map; estimated annualized dividend; expected size and timing of the share repurchase program, including execution thereof; future tax rates; renewal rates; potential investments and associated job creation; internal automation and AI leverage, including our AI strategy, vision and growth; and other matters, which may contain words such as “anticipates”, “expects”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “may”, “could”, “would”, “might”, “will” and variations of these words or similar expressions are intended to identify forward-looking statements or information under applicable securities laws (forward-looking statements). In addition, any statements or information that refer to expectations, beliefs, plans, projections, objectives, performance or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements, and are based on our current expectations, forecasts and projections about the operating environment, economies and markets in which we operate. Forward-looking statements reflect our current estimates, beliefs and assumptions, which are based on management’s perception of historic trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances, such as certain assumptions about the economy, as well as market, financial and operational assumptions. Management’s estimates, beliefs and assumptions, including statements regarding future outlook, estimates and business models, are inherently subject to significant business, economic, competitive and other uncertainties and contingencies regarding future events and, as such, are subject to change and are not considered guidance. We can give no assurance that such estimates, beliefs and assumptions will prove to be correct. Future declarations of dividends are also subject to the final determination and discretion of the Board of Directors, and an annualized dividend has not been approved or declared by the Board. Forward-looking statements involve known and unknown risks and uncertainties such as those relating to: all statements regarding the expected future financial position, results of operations, revenues, expenses, margins, cash flows, dividends, share buybacks, financing plans, business strategy, budgets, capital expenditures, competitive positions, growth opportunities, plans and objectives of management, including any anticipated synergy benefits; incurring unanticipated costs, delays or difficulties; and our ability to develop, protect and maintain our intellectual property and proprietary technology and to operate without infringing on the proprietary rights of others. We rely on a combination of copyright, patent, trademark and trade secret laws, non-disclosure agreements and other contractual provisions to establish and maintain our proprietary rights, which are important to our success. From time to time, we may also enforce our intellectual property rights through litigation in line with our strategic and business objectives. The actual results that OpenText achieves may differ materially from any forward-looking statements. For additional information with respect to risks and other factors which could occur, see the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other securities filings with the Securities and Exchange Commission (SEC) and other securities regulators. Readers are cautioned not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. Unless otherwise required by applicable securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Further, readers should note that we may announce information using our website, press releases, securities law filings, public conference calls, webcasts and the social media channels identified on the Investors section of our website (https://investors.opentext.com). Such social media channels may include the Company’s or our executive’s blog, X, formerly known as Twitter, account or LinkedIn account. The information posted through such channels may be material. Accordingly, readers should monitor such channels in addition to our other forms of communication.

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OPEN TEXT CORPORATION

CONSOLIDATED BALANCE SHEETS

(In thousands of U.S. dollars, except share data)

June 30, 2026 June 30, 2025

ASSETS

Cash and cash equivalents $ 956,024  $ 1,156,496

Accounts receivable trade, net of allowance for credit losses of $13,136 as of June 30, 2026 and $14,258 as of June 30, 2025

751,046  659,675

Contract assets 77,447  77,920

Income taxes recoverable 97,715  108,792

Prepaid expenses and other current assets 235,641  198,575

Total current assets 2,117,873  2,201,458

Property and equipment, net of accumulated depreciation of $747,892 as of June 30, 2026 and $835,324 as of June 30, 2025

522,197  375,252

Operating lease right of use assets 134,377  197,977

Long-term contract assets 59,872  49,293

Goodwill 7,327,376  7,517,463

Acquired intangible assets 1,475,018  1,976,591

Deferred tax assets 1,077,003  1,080,575

Other assets 301,328  307,693

Long-term income taxes recoverable 91,460  67,762

Total assets $ 13,106,504  $ 13,774,064

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:

Accounts payable and accrued liabilities $ 969,079  $ 1,026,583

Current portion of long-term debt 35,850  35,850

Operating lease liabilities 63,612  75,914

Deferred revenues 1,483,234  1,515,382

Income taxes payable 71,550  93,325

Total current liabilities 2,623,325  2,747,054

Long-term liabilities:

Accrued liabilities 128,915  42,312

Pension liability, net

100,473  132,215

Long-term debt 5,734,519  6,342,071

Long-term operating lease liabilities 138,425  189,949

Long-term deferred revenues 159,912  168,757

Long-term income taxes payable 65,255  79,604

Deferred tax liabilities 139,614  141,514

Total long-term liabilities 6,467,113  7,096,422

Shareholders’ equity:

Share capital and additional paid-in capital

242,126,460 and 254,784,391 Common Shares issued and outstanding at June 30, 2026 and June 30, 2025, respectively; authorized Common Shares: unlimited

2,160,481  2,193,985

Accumulated other comprehensive income (loss) (38,567) (67,067)

Retained earnings 2,016,086  1,940,113

Treasury stock, at cost (4,751,257 and 4,648,036 shares at June 30, 2026 and June 30, 2025, respectively)

(123,896) (138,164)

Total OpenText shareholders’ equity 4,014,104  3,928,867

Non-controlling interests 1,962  1,721

Total shareholders’ equity 4,016,066  3,930,588

Total liabilities and shareholders’ equity $ 13,106,504  $ 13,774,064

7

OPEN TEXT CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(In thousands of U.S. dollars, except share and per share data)

(unaudited)

Three Months Ended June 30,

2026 2025

Revenues:

Cloud services and subscriptions $ 503,032  $ 474,530

Customer support 553,838  580,573

License 214,605  172,515

Professional service and other 77,551  82,919

Total revenues 1,349,026  1,310,537

Cost of revenues:

Cloud services and subscriptions 180,788  176,198

Customer support 53,045  63,347

License 4,014  11,442

Professional service and other 56,828  64,717

Amortization of acquired technology-based intangible assets 42,879  47,134

Total cost of revenues 337,554  362,838

Gross profit 1,011,472  947,699

Operating expenses:

Research and development 149,104  187,183

Sales and marketing 308,356  279,584

General and administrative 112,025  106,007

Depreciation 38,439  34,049

Amortization of acquired customer-based intangible assets 64,989  79,656

Special charges (recoveries) 18,879  79,662

Total operating expenses 691,792  766,141

Income from operations

319,680  181,558

Other income (expense), net 5,688  (89,169)

Interest and other related expense, net (74,845) (81,118)

Income before income taxes

250,523  11,271

Provision for (recovery of) income taxes

94,799  (17,613)

Net income for the period

$ 155,724  $ 28,884

Net (income) attributable to non-controlling interests

(61) (51)

Net income attributable to OpenText

$ 155,663  $ 28,833

Earnings per share—basic attributable to OpenText $ 0.64  $ 0.11

Earnings per share—diluted attributable to OpenText $ 0.64  $ 0.11

Weighted average number of Common Shares outstanding—basic (in ‘000’s)

242,544  257,680

Weighted average number of Common Shares outstanding—diluted (in ‘000’s)

242,607  257,711

8

OPEN TEXT CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(In thousands of U.S. dollars, except share and per share data)

Year Ended June 30,

2026 2025 2024

Revenues:

Cloud services and subscriptions $ 1,958,554  $ 1,856,474  $ 1,820,524

Customer support 2,287,449  2,334,037  2,713,297

License 678,465  625,614  834,162

Professional service and other 321,933  352,280  401,594

Total revenues 5,246,401  5,168,405  5,769,577

Cost of revenues:

Cloud services and subscriptions 700,617  697,929  713,759

Customer support 231,670  250,310  292,733

License 25,132  31,939  25,608

Professional service and other 245,912  265,160  302,527

Amortization of acquired technology-based intangible assets 174,609  188,780  243,922

Total cost of revenues 1,377,940  1,434,118  1,578,549

Gross profit 3,868,461  3,734,287  4,191,028

Operating expenses:

Research and development 647,707  755,936  864,463

Sales and marketing 1,136,030  1,059,497  1,163,134

General and administrative 436,566  427,811  577,038

Depreciation 143,938  130,573  131,599

Amortization of acquired customer-based intangible assets 288,603  321,891  432,404

Special charges (recoveries) 133,020  145,890  135,305

Total operating expenses 2,785,864  2,841,598  3,303,943

Income from operations

1,082,597  892,689  887,085

Other income (expense), net 85,875  (82,787) 358,391

Interest and other related expense, net (309,595) (327,831) (516,180)

Income before income taxes

858,877  482,071  729,296

Provision for income taxes

215,614  46,005  264,012

Net income

$ 643,263  $ 436,066  $ 465,284

Net (income) attributable to non-controlling interests

(241) (198) (194)

Net income attributable to OpenText

$ 643,022  $ 435,868  $ 465,090

Earnings per share—basic attributable to OpenText $ 2.58  $ 1.66  $ 1.71

Earnings per share—diluted attributable to OpenText $ 2.58  $ 1.65  $ 1.71

Weighted average number of Common Shares outstanding—basic

(in ‘000’s)

249,026  263,274  271,548

Weighted average number of Common Shares outstanding—diluted

(in ‘000’s)

249,373  263,650  272,588

9

OPEN TEXT CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands of U.S. dollars)

Year Ended June 30,

2026 2025 2024

Net income for the period

$ 643,263  $ 436,066  $ 465,284

Other comprehensive income (loss)—net of tax:

Net foreign currency translation adjustments 10,786  (3,548) (15,646)

Unrealized gain (loss) on cash flow hedges:

Unrealized gain (loss)—net of tax (1)

(3,705) (403) (2,697)

(Gain) loss reclassified into net income—net of tax (2)

100  2,531  965

Unrealized gain (loss) on available-for-sale financial assets:

Unrealized gain (loss)—net of tax (3)

1,007  1,131  228

Actuarial gain (loss) relating to defined benefit pension plans:

Actuarial gain (loss)—net of tax (4)

19,924  1,876  640

Amortization of actuarial (gain) loss into net income—net of tax (5)

388  965  450

Total other comprehensive income (loss) net

28,500  2,552  (16,060)

Total comprehensive income

671,763  438,618  449,224

Comprehensive income attributable to non-controlling interests

(241) (198) (194)

Total comprehensive income attributable to OpenText

$ 671,522  $ 438,420  $ 449,030

______________________________

(1)Net of tax expense (recovery) of $(1,335), $(145) and $(972) for the year ended June 30, 2026, 2025 and 2024, respectively.

(2)Net of tax expense (recovery) of $35, $912 and $347 for the year ended June 30, 2026, 2025 and 2024, respectively.

(3)Net of tax expense (recovery) of $467, $345 and $112 for the year ended June 30, 2026, 2025 and 2024, respectively.

(4)Net of tax expense (recovery) of $7,049, $1,686 and $765 for the year ended June 30, 2026, 2025 and 2024, respectively.

(5)Net of tax expense (recovery) of $101, $341 and $193 for the year ended June 30, 2026, 2025 and 2024, respectively.

10

OPEN TEXT CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(In thousands of U.S. dollars and shares)

Common Shares and Additional Paid in Capital Treasury Stock Retained

Earnings Accumulated

Other

Comprehensive

Income Non-Controlling Interests Total

Shares Amount Shares Amount

Balance as of June 30, 2023 270,903  $ 2,176,947  (3,536) $ (151,597) $ 2,048,984  $ (53,559) $ 1,329  $ 4,022,104

Issuance of Common Shares

Under employee stock option plans 945  31,358  —  —  —  —  —  31,358

Under employee stock purchase plans 1,027  34,120  —  —  —  —  —  34,120

Share-based compensation —  139,779  —  —  —  —  —  139,779

Purchase of treasury stock —  —  (1,400) (53,085) —  —  —  (53,085)

Issuance of treasury stock —  (76,178) 1,800  81,414  (5,236) —  —  —

Repurchase of Common Shares (5,074) (34,140) —  —  (118,193) —  —  (152,333)

Dividends declared

($1.00 per Common Share)

—  —  —  —  (271,486) —  —  (271,486)

Other comprehensive income (loss) - net —  —  —  —  —  (16,060) —  (16,060)

Net income —  —  —  —  465,090  —  194  465,284

Balance as of June 30, 2024 267,801  $ 2,271,886  (3,136) $ (123,268) $ 2,119,159  $ (69,619) $ 1,523  $ 4,199,681

Issuance of Common Shares

Under employee stock option plans 139  3,729  —  —  —  —  —  3,729

Under employee stock purchase plans 1,369  33,915  —  —  —  —  —  33,915

Share-based compensation —  104,721  —  —  —  —  —  104,721

Purchase of treasury stock —  —  (4,619) (133,077) —  —  —  (133,077)

Issuance of treasury stock —  (115,556) 3,107  118,181  (1,127) —  —  1,498

Repurchase of Common Shares (14,525) (104,710) —  —  (337,880) —  —  (442,590)

Dividends declared

($1.05 per Common Share)

—  —  —  —  (275,907) —  —  (275,907)

Other comprehensive income (loss) - net —  —  —  —  —  2,552  —  2,552

Net income —  —  —  —  435,868  —  198  436,066

Balance as of June 30, 2025 254,784  $ 2,193,985  (4,648) $ (138,164) $ 1,940,113  $ (67,067) $ 1,721  $ 3,930,588

Issuance of Common Shares

Under employee stock option plans 882  27,311  —  —  —  —  —  27,311

Under employee stock purchase plans 1,221  29,938  —  —  —  —  —  29,938

Share-based compensation —  80,659  —  —  —  —  —  80,659

Purchase of treasury stock —  —  (2,400) (56,224) —  —  —  (56,224)

Issuance of treasury stock —  (64,977) 2,297  70,492  —  —  —  5,515

Repurchase of Common Shares (14,761) (106,435) —  —  (294,653) —  —  (401,088)

Dividends declared

($1.10 per Common Share)

—  —  —  —  (272,396) —  —  (272,396)

Other comprehensive income (loss) - net —  —  —  —  —  28,500  —  28,500

Net income —  —  —  —  643,022  —  241  643,263

Balance as of June 30, 2026 242,126  $ 2,160,481  (4,751) $ (123,896) $ 2,016,086  $ (38,567) $ 1,962  $ 4,016,066

11

OPEN TEXT CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of U.S. dollars)

(unaudited)

Three Months Ended June 30,

2026 2025

Cash flows from operating activities:

Net income for the period

$ 155,724  $ 28,884

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization of intangible assets 146,307  160,839

Share-based compensation expense 21,846  21,921

Pension expense 6,087  4,399

Amortization of debt discount and issuance costs 5,346  5,643

Write-off of right of use assets 912  7,374

Loss on extinguishment of debt 13,486  —

(Gain) adjustments to gain on divestitures (11,825) —

Loss on sale and write down of property and equipment, net 178  2,450

Deferred taxes 8,539  (46,845)

Share in net (income) loss of equity investees 11,698  3,407

Changes in derivative instruments (2,107) 55,064

Changes in operating assets and liabilities:

Accounts receivable (99,542) (31,812)

Contract assets (52,141) (39,810)

Prepaid expenses and other current assets (20,092) 5,309

Income taxes 16,500  (62,532)

Accounts payable and accrued liabilities 15,629  58,296

Deferred revenue (26,618) (7,395)

Other assets (5,487) (7,682)

Operating lease assets and liabilities, net 1,362  681

Net cash provided by operating activities

185,802  158,191

Cash flows from investing activities:

Additions of property and equipment (63,831) (34,225)

Proceeds (adjustments to proceeds) from divestitures 149,034  —

Other investing activities 3,927  140

Net cash provided by (used in) investing activities

89,130  (34,085)

Cash flows from financing activities:

Proceeds from issuance of Common Shares from exercise of stock options and ESPP 6,956  9,447

Repayment of long-term debt and Revolver (458,963) (8,963)

Debt issuance costs —  —

Net change in transition services agreement obligation

12,900  (1)

Repurchase of Common Shares (11,834) (145,287)

Purchase of treasury stock (51,575) (60,490)

Payments of dividends to shareholders (65,389) (66,188)

Other financing activities (1,786) (2,428)

Net cash used in financing activities

(569,691) (273,910)

Foreign exchange gain (loss) on cash held in foreign currencies

(3,371) 28,016

Decrease in cash, cash equivalents and restricted cash during the period

(298,130) (121,788)

Cash, cash equivalents and restricted cash at beginning of the period 1,255,384  1,279,894

Cash, cash equivalents and restricted cash at end of the period $ 957,254  $ 1,158,106

12

OPEN TEXT CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of U.S. dollars)

Reconciliation of cash, cash equivalents and restricted cash: June 30, 2026 June 30, 2025

Cash and cash equivalents $ 956,024  $ 1,156,496

Restricted cash (1)

1,230  1,610

Total cash, cash equivalents and restricted cash $ 957,254  $ 1,158,106

(1) Restricted cash is classified under the Prepaid expenses and other current assets and Other assets line items on the Consolidated Balance Sheets.

13

OPEN TEXT CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of U.S. dollars)

Year Ended June 30,

2026 2025 2024

Cash flows from operating activities:

Net income for the period

$ 643,263  $ 436,066  $ 465,284

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization of intangible assets 607,150  641,244  807,925

Share-based compensation expense 80,636  104,840  140,079

Pension expense 15,381  14,593  13,881

Amortization of debt discount and issuance costs 22,522  21,977  25,257

Write-off of right of use assets 12,085  8,805  20,056

Loss on extinguishment of debt 18,787  —  56,393

(Gain) adjustments to gain on divestitures (76,136) 4,175  (429,102)

Loss on sale and write down of property and equipment 6,546  3,178  3,710

Deferred taxes (26,202) (138,616) (142,271)

Share in net (income) loss of equity investees

4,049  (230) 18,194

Changes in derivative instruments (27,369) 44,286  (3,116)

Changes in operating assets and liabilities:

Accounts receivable 14,449  80,097  108,562

Contract assets (147,700) (135,911) (95,403)

Prepaid expenses and other current assets (39,979) 42,486  (28,395)

Income taxes (39,427) (246,681) 112,097

Accounts payable and accrued liabilities (39,696) (23,012) (65,887)

Deferred revenue (7,860) 3,565  (42,974)

Other assets (56) (15,264) 24,849

Operating lease assets and liabilities, net (13,626) (14,980) (21,448)

Net cash provided by operating activities

1,006,817  830,618  967,691

Cash flows from investing activities:

Additions of property and equipment (199,300) (143,222) (159,295)

Purchase of Micro Focus, net of cash acquired —  —  (9,272)

Proceeds (adjustments to proceeds) from divestitures 311,913  (11,686) 2,229,187

Settlement of derivative instruments —  (10,380) —

Proceeds from interest on derivative instruments 5  5,166  4,456

Other investing activities 4,559  6,614  (9,759)

Net cash provided by (used in) investing activities

117,177  (153,508) 2,055,317

Cash flows from financing activities:

Proceeds from issuance of Common Shares from exercise of stock options and ESPP 56,419  35,372  66,914

Repayment of long-term debt and Revolver (648,852) (35,851) (2,568,352)

Debt issuance costs —  (1,066) (3,833)

Net change in transition services agreement obligation 14,271  (15,278) 15,278

Repurchase of Common Shares (416,411) (413,256) (150,017)

Purchase of treasury stock (52,901) (130,649) (53,085)

Payments of dividends to shareholders (268,357) (271,523) (267,362)

Other financing activities (3,309) (2,428) (1,447)

Net cash used in financing activities

(1,319,140) (834,679) (2,961,904)

Foreign exchange gain (loss) on cash held in foreign currencies

(5,706) 32,882  (12,263)

Increase (decrease) in cash, cash equivalents and restricted cash during the period

(200,852) (124,687) 48,841

Cash, cash equivalents and restricted cash at beginning of the period 1,158,106  1,282,793  1,233,952

Cash, cash equivalents and restricted cash at end of the period $ 957,254  $ 1,158,106  $ 1,282,793

14

OPEN TEXT CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of U.S. dollars)

(unaudited)

Reconciliation of cash, cash equivalents and restricted cash: June 30, 2026 June 30, 2025 June 30, 2024

Cash and cash equivalents $ 956,024  $ 1,156,496  $ 1,280,662

Restricted cash (1)

1,230  1,610  2,131

Total cash, cash equivalents and restricted cash $ 957,254  $ 1,158,106  $ 1,282,793

(1) Restricted cash is classified under the Prepaid expenses and other current assets and Other assets line items on the Consolidated Balance Sheets.

15

Notes

(1)    All dollar amounts in this press release are in U.S. Dollars unless otherwise indicated.

(2)    Use of Non-GAAP Financial Measures: In addition to reporting financial results in accordance with U.S. GAAP, the Company provides certain financial measures that are not in accordance with U.S. GAAP (Non-GAAP). These Non-GAAP financial measures have certain limitations in that they do not have a standardized meaning and thus the Company’s definition may be different from similar Non-GAAP financial measures used by other companies and/or analysts and may differ from period to period. Thus it may be more difficult to compare the Company’s financial performance to that of other companies. However, the Company’s management compensates for these limitations by providing the relevant disclosure of the items excluded in the calculation of these Non-GAAP financial measures both in its reconciliation to the U.S. GAAP financial measures and its consolidated financial statements, all of which should be considered when evaluating the Company’s results.

The Company uses these Non-GAAP financial measures to supplement the information provided in its consolidated financial statements, which are presented in accordance with U.S. GAAP. The presentation of Non-GAAP financial measures is not meant to be a substitute for financial measures presented in accordance with U.S. GAAP, but rather should be evaluated in conjunction with and as a supplement to such U.S. GAAP measures. OpenText strongly encourages investors to review its financial information in its entirety and not to rely on a single financial measure. The Company therefore believes that despite these limitations, it is appropriate to supplement the disclosure of the U.S. GAAP measures with certain Non-GAAP measures defined below.

Non-GAAP-based net income and Non-GAAP-based EPS, attributable to OpenText, are consistently calculated as GAAP-based net income (loss) or earnings (loss) per share, attributable to OpenText, on a diluted basis, excluding the effects of the amortization of acquired intangible assets, other income (expense), share-based compensation, and special charges (recoveries), all net of tax and any tax benefits/expense items unrelated to current period income, as further described in the tables below. Non-GAAP-based gross profit is the arithmetical sum of GAAP-based gross profit and the amortization of acquired technology-based intangible assets and share-based compensation within cost of sales. Non-GAAP-based gross margin is calculated as Non-GAAP-based gross profit expressed as a percentage of total revenue. Non-GAAP-based income from operations is calculated as GAAP-based income from operations, excluding the amortization of acquired intangible assets, special charges (recoveries), and share-based compensation expense.

Adjusted EBITDA is defined and calculated as GAAP-based net income (loss), attributable to OpenText, excluding interest income (expense), provision for (recovery of) income taxes, depreciation and amortization of acquired intangible assets, other income (expense), share-based compensation and special charges (recoveries). Adjusted EBITDA margin is calculated as adjusted EBITDA expressed as a percentage of total revenue.

Free cash flow is defined and calculated as GAAP-based cash flows provided by operating activities less capital expenditures.

The Company’s management believes that the presentation of the above defined Non-GAAP financial measures provides useful information to investors because they portray the financial results of the Company before the impact of certain non-operational charges. The use of the term “non-operational charge” is defined for this purpose as an expense that does not impact the ongoing operating decisions taken by the Company’s management. These items are excluded based upon the way the Company’s management evaluates the performance of the Company’s business for use in the Company’s internal reports and are not excluded in the sense that they may be used under U.S. GAAP.

The Company does not acquire businesses on a predictable cycle, and therefore believes that the presentation of Non-GAAP measures, which in certain cases adjust for the impact of amortization of intangible assets and the related tax effects that are primarily related to acquisitions, will provide readers of financial statements with a more consistent basis for comparison across accounting periods and be more useful in helping readers understand the Company’s operating results and underlying operational trends. Additionally, the Company has engaged in various restructuring activities over the past several years, primarily due to acquisitions and most recently in response to our return to office planning, that have resulted in costs associated with reductions in headcount, consolidation of leased facilities and related costs, all which are recorded under the Company’s “Special charges (recoveries)” caption on the Consolidated Statements of Income. Each restructuring activity is a discrete event based on a unique set of business objectives or circumstances, and each differs in terms of its operational implementation, business impact and scope, and the size of each restructuring plan can vary significantly from period to period. Therefore, the Company believes that the exclusion of these special charges (recoveries) will also better aid readers of financial statements in the understanding and comparability of the Company’s operating results and underlying operational trends.

In summary, the Company believes the provision of supplemental Non-GAAP measures allow investors to evaluate the operational and financial performance of the Company’s core business using the same evaluation measures that management uses, and is therefore a useful indication of OpenText’s performance or expected performance of future operations and facilitates period-to-period comparison of operating performance (although prior performance is not necessarily indicative of future performance). As a result, the Company considers it appropriate and reasonable to provide, in addition to U.S. GAAP measures, supplementary Non-GAAP financial measures that exclude certain items from the presentation of its financial results. Information reconciling certain forward-looking GAAP measures to non-GAAP measures related to outlook, estimates or business models, including A-EBITDA is not available without unreasonable effort due to high variability, complexity and uncertainty with respect to forecasting and quantifying certain amounts that are necessary for such reconciliations.

The following charts provide unaudited reconciliations of U.S. GAAP-based financial measures to Non-GAAP-based financial measures for the following periods presented.

16

Reconciliation of selected GAAP-based measures to Non-GAAP-based measures

for the three months ended June 30, 2026

(In thousands, except for per share data)

Three Months Ended June 30, 2026

GAAP-based Measures

GAAP-based Measures

% of Total Revenue

Adjustments

Note

Non-GAAP-based Measures

Non-GAAP-based Measures

% of Total Revenue

Cost of revenues

Cloud services and subscriptions $ 180,788  $ (1,555) (1) $ 179,233

Customer support 53,045  (632) (1) 52,413

Professional service and other 56,828  (328) (1) 56,500

Amortization of acquired technology-based intangible assets 42,879  (42,879) (2) —

GAAP-based gross profit and gross margin (%) / Non-GAAP-based gross profit and gross margin (%) 1,011,472  75.0% 45,394  (3) 1,056,866  78.3%

Operating expenses

Research and development 149,104  (3,884) (1) 145,220

Sales and marketing 308,356  (8,898) (1) 299,458

General and administrative 112,025  (6,549) (1) 105,476

Amortization of acquired customer-based intangible assets 64,989  (64,989) (2) —

Special charges (recoveries) 18,879  (18,879) (4) —

GAAP-based income from operations / Non-GAAP-based income from operations

319,680  148,593  (5) 468,273

Other income (expense), net 5,688  (5,688) (6) —

Provision for income taxes

94,799  (376) (7) 94,423

GAAP-based net income / Non-GAAP-based net income, attributable to OpenText

155,663  143,281  (8) 298,944

GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText $ 0.64  $ 0.59  (8) $ 1.23

(1)    Adjustment relates to the exclusion of share-based compensation expense from our Non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results.

(2)    Adjustment relates to the exclusion of amortization expense from our Non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results.

(3)    GAAP-based and Non-GAAP-based gross profit stated in dollars and gross margin stated as a percentage of total revenue.

(4)    Adjustment relates to the exclusion of special charges (recoveries) from our Non-GAAP-based operating expenses as special charges (recoveries) are generally incurred in the periods relevant to an acquisition and include certain charges or recoveries that are not indicative or related to continuing operations and are therefore excluded from our internal analysis of operating results.

(5)    GAAP-based and Non-GAAP-based income from operations stated in dollars.

17

(6)Adjustment relates to the exclusion of other income (expense) from our Non-GAAP-based operating expenses as other income (expense) generally relates to the transactional impact of foreign exchange and is generally not indicative or related to continuing operations and is therefore excluded from our internal analysis of operating results. Other income (expense) also includes our share of income (losses) from our holdings in investments as a limited partner. We do not actively trade equity securities in these privately held companies nor do we plan our ongoing operations based around any anticipated fundings or distributions from these investments. We exclude gains and losses on these investments as we do not believe they are reflective of our ongoing business and operating results. Other income (expense) also includes unrealized and realized gains (losses) on our derivatives which are not designated as hedges. We exclude gains and losses on these derivatives as we do not believe they are reflective of our ongoing business and operating results.

(7)Adjustment relates to differences between the GAAP-based tax provision rate of approximately 38% and a Non-GAAP-based tax rate of approximately 24%; these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based net income. Such excluded items include amortization, share-based compensation, special charges (recoveries) and other income (expense), net. Also excluded are tax benefits/expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves and “book to return” adjustments for tax return filings and tax assessments. Beginning in Fiscal 2025, net tax benefits arising from the internal reorganization that occurred in Fiscal 2017 have been fully utilized and are no longer included. In arriving at our Non-GAAP-based tax rate of approximately 24%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense.

(8)Reconciliation of GAAP-based net income to Non-GAAP-based net income:

Three Months Ended June 30, 2026

Per share diluted

GAAP-based net income, attributable to OpenText

$ 155,663  $ 0.64

Add:

Amortization 107,868  0.44

Share-based compensation 21,846  0.09

Special charges (recoveries) 18,879  0.08

Other (income) expense, net (5,688) (0.02)

GAAP-based provision for income taxes

94,799  0.39

Non-GAAP-based provision for income taxes

(94,423) (0.39)

Non-GAAP-based net income, attributable to OpenText

$ 298,944  $ 1.23

Reconciliation of Adjusted EBITDA

Three Months Ended June 30, 2026

GAAP-based net income, attributable to OpenText

$ 155,663

Add:

Provision for income taxes

94,799

Interest and other related expense, net 74,845

Amortization of acquired technology-based intangible assets 42,879

Amortization of acquired customer-based intangible assets 64,989

Depreciation 38,439

Share-based compensation 21,846

Special charges (recoveries) 18,879

Other (income) expense, net (5,688)

Adjusted EBITDA $ 506,651

GAAP-based net income margin

11.5  %

Adjusted EBITDA margin 37.6  %

18

Reconciliation of Free Cash Flow

Three Months Ended June 30, 2026

GAAP-based cash flows provided by operating activities $ 185,802

Add:

Capital expenditures (1)

(63,831)

Free cash flow $ 121,971

(1)Defined as “Additions of property and equipment” in the Consolidated Statements of Cash Flows.

Reconciliation of selected GAAP-based measures to Non-GAAP-based measures

for the year ended June 30, 2026

(In thousands, except for per share data)

Year Ended June 30, 2026

GAAP-based

Measures

GAAP-based Measures

% of Total Revenue

Adjustments

Note

Non-GAAP-based

Measures

Non-GAAP-based Measures

% of Total Revenue

Cost of revenues

Cloud services and subscriptions $ 700,617  $ (6,374) (1) $ 694,243

Customer support 231,670  (3,561) (1) 228,109

Professional service and other 245,912  (2,303) (1) 243,609

Amortization of acquired technology-based intangible assets 174,609  (174,609) (2) —

GAAP-based gross profit and gross margin (%) / Non-GAAP-based gross profit and gross margin (%) 3,868,461  73.7% 186,847  (3) 4,055,308  77.3%

Operating expenses

Research and development 647,707  (15,118) (1) 632,589

Sales and marketing 1,136,030  (31,954) (1) 1,104,076

General and administrative 436,566  (21,326) (1) 415,240

Amortization of acquired customer-based intangible assets 288,603  (288,603) (2) —

Special charges (recoveries) 133,020  (133,020) (4) —

GAAP-based income from operations / Non-GAAP-based income from operations

1,082,597  676,868  (5) 1,759,465

Other income (expense), net 85,875  (85,875) (6) —

Provision for income taxes

215,614  132,355  (7) 347,969

GAAP-based net income / Non-GAAP-based net income, attributable to OpenText

643,022  458,638  (8) 1,101,660

GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText $ 2.58  $ 1.84  (8) $ 4.42

19

(1)Adjustment relates to the exclusion of share-based compensation expense from our Non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results.

(2)Adjustment relates to the exclusion of amortization expense from our Non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results.

(3)GAAP-based and Non-GAAP-based gross profit stated in dollars and gross margin stated as a percentage of total revenue.

(4)Adjustment relates to the exclusion of special charges (recoveries) from our Non-GAAP-based operating expenses as special charges (recoveries) are generally incurred in the periods relevant to an acquisition and include certain charges or recoveries that are not indicative or related to continuing operations and are therefore excluded from our internal analysis of operating results.

(5)GAAP-based and Non-GAAP-based income from operations stated in dollars.

(6)Adjustment relates to the exclusion of other income (expense) from our Non-GAAP-based operating expenses as other income (expense) generally relates to the transactional impact of foreign exchange and is generally not indicative or related to continuing operations and is therefore excluded from our internal analysis of operating results. Other income (expense) also includes our share of income (losses) from our holdings in investments as a limited partner. We do not actively trade equity securities in these privately held companies nor do we plan our ongoing operations based around any anticipated fundings or distributions from these investments. We exclude gains and losses on these investments as we do not believe they are reflective of our ongoing business and operating results. Other income (expense) also includes unrealized and realized gains (losses) on our derivatives which are not designated as hedges. We exclude gains and losses on these derivatives as we do not believe they are reflective of our ongoing business and operating results.

(7)Adjustment relates to differences between the GAAP-based tax provision rate of approximately 25% and a Non-GAAP-based tax rate of approximately 24%; these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based net income. Such excluded items include amortization, share-based compensation, special charges (recoveries) and other income (expense), net. Also excluded are tax benefits/expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves and “book to return” adjustments for tax return filings and tax assessments. Beginning in Fiscal 2025, net tax benefits arising from the internal reorganization that occurred in Fiscal 2017 have been fully utilized and are no longer included. In arriving at our Non-GAAP-based tax rate of approximately 24%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense.

(8)Reconciliation of GAAP-based net income to Non-GAAP-based net income:

Year Ended June 30, 2026

Per share diluted

GAAP-based net income, attributable to OpenText

$ 643,022  $ 2.58

Add (deduct):

Amortization 463,212  1.87

Share-based compensation 80,636  0.32

Special charges (recoveries) 133,020  0.53

Other (income) expense, net (85,875) (0.34)

GAAP-based provision for income taxes

215,614  0.86

Non-GAAP-based provision for income taxes

(347,969) (1.40)

Non-GAAP-based net income, attributable to OpenText

$ 1,101,660  $ 4.42

20

Reconciliation of Adjusted EBITDA

Year Ended June 30, 2026

GAAP-based net income, attributable to OpenText

$ 643,022

Add:

Provision for income taxes

215,614

Interest and other related expense, net 309,595

Amortization of acquired technology-based intangible assets 174,609

Amortization of acquired customer-based intangible assets 288,603

Depreciation 143,938

Share-based compensation 80,636

Special charges (recoveries) 133,020

Other (income) expense, net (85,875)

Adjusted EBITDA $ 1,903,162

GAAP-based net income margin

12.3  %

Adjusted EBITDA margin 36.3  %

Reconciliation of Free Cash Flow

Year Ended June 30, 2026

GAAP-based cash flows provided by operating activities $ 1,006,817

Add:

Capital expenditures (1)

(199,300)

Free cash flow $ 807,517

(1) Defined as “Additions of property and equipment” in the Consolidated Statements of Cash Flows.

21

Reconciliation of selected GAAP-based measures to Non-GAAP-based measures

for the three months ended March 31, 2026

(In thousands, except for per share data)

Three Months Ended March 31, 2026

GAAP-based

Measures

GAAP-based Measures

% of Total Revenue

Adjustments

Note

Non-GAAP-based

Measures

Non-GAAP-based Measures

% of Total Revenue

Cost of revenues

Cloud services and subscriptions $ 177,360  $ (1,473) (1) $ 175,887

Customer support 56,064  (789) (1) 55,275

Professional service and other 63,509  (654) (1) 62,855

Amortization of acquired technology-based intangible assets 43,322  (43,322) (2) —

GAAP-based gross profit and gross margin (%) /Non-GAAP-based gross profit and gross margin (%) 937,273  73.1% 46,238  (3) 983,511  76.7%

Operating expenses

Research and development 171,166  (2,786) (1) 168,380

Sales and marketing 282,624  (8,323) (1) 274,301

General and administrative 108,667  (5,852) (1) 102,815

Amortization of acquired customer-based intangible assets 65,408  (65,408) (2) —

Special charges (recoveries) 73,884  (73,884) (4) —

GAAP-based income from operations / Non-GAAP-based income from operations

201,213  202,491  (5) 403,704

Other income (expense), net 80,231  (80,231) (6) —

Provision for income taxes

34,282  44,749  (7) 79,031

GAAP-based net income / Non-GAAP-based net income, attributable to OpenText

172,652  77,511  (8) 250,163

GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText $ 0.70  $ 0.31  (8) $ 1.01

(1)    Adjustment relates to the exclusion of share-based compensation expense from our Non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results.

(2)    Adjustment relates to the exclusion of amortization expense from our Non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results.

(3)    GAAP-based and Non-GAAP-based gross profit stated in dollars and gross margin stated as a percentage of total revenue.

(4)    Adjustment relates to the exclusion of special charges (recoveries) from our Non-GAAP-based operating expenses as special charges (recoveries) are generally incurred in the periods relevant to an acquisition and include certain charges or recoveries that are not indicative or related to continuing operations and are therefore excluded from our internal analysis of operating results.

(5)    GAAP-based and Non-GAAP-based income from operations stated in dollars.

(6)    Adjustment relates to the exclusion of other income (expense) from our Non-GAAP-based operating expenses as other income (expense) generally relates to the transactional impact of foreign exchange and is generally not indicative or related to continuing operations and is therefore excluded from our internal analysis of operating results. Other income (expense) also includes our share of income (losses) from our holdings in investments as a limited partner. We do not actively trade equity securities in these privately held companies nor do we plan our ongoing operations based around any anticipated fundings or distributions from these investments. We exclude gains and losses on these investments as we do not believe they are reflective of our ongoing business and operating results. Other income (expense) also includes unrealized and realized gains (losses) on our derivatives which are not designated as hedges. We exclude gains and losses on these derivatives as we do not believe they are reflective of our ongoing business and operating results.

22

(7)    Adjustment relates to differences between the GAAP-based tax provision rate of approximately 17% and a Non-GAAP-based tax rate of approximately 24%; these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based net income. Such excluded items include amortization, share-based compensation, special charges (recoveries) and other income (expense), net. Also excluded are tax benefits/expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves and “book to return” adjustments for tax return filings and tax assessments. Beginning in Fiscal 2025, net tax benefits arising from the internal reorganization that occurred in Fiscal 2017 have been fully utilized and are no longer included. In arriving at our Non-GAAP-based tax rate of approximately 24%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense.

(8)    Reconciliation of GAAP-based net income to Non-GAAP-based net income:

Three Months Ended March 31, 2026

Per share diluted

GAAP-based net income, attributable to OpenText

$ 172,652  $ 0.70

Add:

Amortization 108,730  0.43

Share-based compensation 19,877  0.08

Special charges (recoveries) 73,884  0.30

Other (income) expense, net (80,231) (0.32)

GAAP-based provision for income taxes

34,282  0.14

Non-GAAP-based provision for income taxes

(79,031) (0.32)

Non-GAAP-based net income, attributable to OpenText

$ 250,163  $ 1.01

Reconciliation of Adjusted EBITDA

Three Months Ended March 31, 2026

GAAP-based net income, attributable to OpenText

$ 172,652

Add:

Provision for income taxes

34,282

Interest and other related expense, net 74,409

Amortization of acquired technology-based intangible assets 43,322

Amortization of acquired customer-based intangible assets 65,408

Depreciation 34,311

Share-based compensation 19,877

Special charges (recoveries) 73,884

Other (income) expense, net (80,231)

Adjusted EBITDA $ 437,914

GAAP-based net income margin

13.5  %

Adjusted EBITDA margin 34.1  %

Reconciliation of Free Cash Flow

Three Months Ended March 31, 2026

GAAP-based cash flows provided by operating activities $ 354,593

Add:

Capital expenditures (1)

(49,720)

Free cash flow $ 304,873

(1)Defined as “Additions of property and equipment” in the Consolidated Statements of Cash Flows.

23

Reconciliation of selected GAAP-based measures to Non-GAAP-based measures

for the three months ended June 30, 2025

(In thousands, except for per share data)

Three Months Ended June 30, 2025

GAAP-based

Measures

GAAP-based Measures

% of Total Revenue

Adjustments

Note

Non-GAAP-based

Measures

Non-GAAP-based Measures

% of Total Revenue

Cost of revenues

Cloud services and subscriptions $ 176,198  $ (1,489) (1) $ 174,709

Customer support 63,347  (774) (1) 62,573

Professional service and other 64,717  (1,369) (1) 63,348

Amortization of acquired technology-based intangible assets 47,134  (47,134) (2) —

GAAP-based gross profit and gross margin (%) /Non-GAAP-based gross profit and gross margin (%) 947,699  72.3  % 50,766  (3) 998,465  76.2  %

Operating expenses

Research and development 187,183  (5,439) (1) 181,744

Sales and marketing 279,584  (11,446) (1) 268,138

General and administrative 106,007  (1,404) (1) 104,603

Amortization of acquired customer-based intangible assets 79,656  (79,656) (2) —

Special charges (recoveries) 79,662  (79,662) (4) —

GAAP-based income from operations / Non-GAAP-based income from operations

181,558  228,373  (5) 409,931

Other income (expense), net (89,169) 89,169  (6) —

Provision for (recovery of) income taxes

(17,613) 96,528  (7) 78,915

GAAP-based net income / Non-GAAP-based net income, attributable to OpenText

28,833  221,014  (8) 249,847

GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText $ 0.11  $ 0.86  (8) $ 0.97

(1)    Adjustment relates to the exclusion of share-based compensation expense from our Non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results.

(2)    Adjustment relates to the exclusion of amortization expense from our Non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results.

(3)    GAAP-based and Non-GAAP-based gross profit stated in dollars and gross margin stated as a percentage of total revenue.

(4)    Adjustment relates to the exclusion of special charges (recoveries) from our Non-GAAP-based operating expenses as special charges (recoveries) are generally incurred in the periods relevant to an acquisition and include certain charges or recoveries that are not indicative or related to continuing operations and are therefore excluded from our internal analysis of operating results.

(5)    GAAP-based and Non-GAAP-based income from operations stated in dollars.

(6)    Adjustment relates to the exclusion of other income (expense) from our Non-GAAP-based operating expenses as other income (expense) generally relates to the transactional impact of foreign exchange and is generally not indicative or related to continuing operations and is therefore excluded from our internal analysis of operating results. Other income (expense) also includes our share of income (losses) from our holdings in investments as a limited partner. We do not actively trade equity securities in these privately held companies nor do we plan our ongoing operations based around any anticipated fundings or distributions from these investments. We exclude gains and losses on these investments as we do not believe they are reflective of our ongoing business and operating results. Other income (expense) also includes unrealized and realized gains (losses) on our derivatives which are not designated as hedges. We exclude gains and losses on these derivatives as we do not believe they are reflective of our ongoing business and operating results.

24

(7)    Adjustment relates to differences between the GAAP-based tax provision rate of approximately 156% and a Non-GAAP-based tax rate of approximately 24%; these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based net income. Such excluded items include amortization, share-based compensation, special charges (recoveries) and other income (expense), net. Also excluded are tax benefits/expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves and “book to return” adjustments for tax return filings and tax assessments. Beginning in Fiscal 2025, net tax benefits arising from the internal reorganization that occurred in Fiscal 2017 have been fully utilized and are no longer included. In arriving at our Non-GAAP-based tax rate of approximately 24%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense.

(8)    Reconciliation of GAAP-based net income to Non-GAAP-based net income:

Three Months Ended June 30, 2025

Per share diluted

GAAP-based net income, attributable to OpenText

$ 28,833  $ 0.11

Add:

Amortization 126,790  0.49

Share-based compensation 21,921  0.09

Special charges (recoveries) 79,662  0.31

Other (income) expense, net 89,169  0.35

GAAP-based recovery of income taxes

(17,613) (0.07)

Non-GAAP-based provision for income taxes

(78,915) (0.31)

Non-GAAP-based net income, attributable to OpenText

$ 249,847  $ 0.97

Reconciliation of Adjusted EBITDA

Three Months Ended June 30, 2025

GAAP-based net income, attributable to OpenText

$ 28,833

Add:

Recovery of income taxes

(17,613)

Interest and other related expense, net 81,118

Amortization of acquired technology-based intangible assets 47,134

Amortization of acquired customer-based intangible assets 79,656

Depreciation 34,049

Share-based compensation 21,921

Special charges (recoveries) 79,662

Other (income) expense, net 89,169

Adjusted EBITDA $ 443,929

GAAP-based net income margin

2.2  %

Adjusted EBITDA margin 33.9  %

25

Reconciliation of Free Cash Flow

Three Months Ended June 30, 2025

GAAP-based cash flows provided by operating activities $ 158,191

Add:

Capital expenditures (1)

(34,225)

Free cash flow $ 123,966

(1)Defined as “Additions of property and equipment” in the Consolidated Statements of Cash Flows.

Reconciliation of selected GAAP-based measures to Non-GAAP-based measures

for the year ended June 30, 2025

(In thousands, except for per share data)

Year Ended June 30, 2025

GAAP-based

Measures

GAAP-based Measures

% of Total Revenue

Adjustments

Note

Non-GAAP-based

Measures

Non-GAAP-based Measures

% of Total Revenue

Cost of revenues

Cloud services and subscriptions $ 697,929  $ (8,317) (1) $ 689,612

Customer support 250,310  (4,067) (1) 246,243

Professional service and other 265,160  (4,878) (1) 260,282

Amortization of acquired technology-based intangible assets 188,780  (188,780) (2) —

GAAP-based gross profit and gross margin (%) / Non-GAAP-based gross profit and gross margin (%) 3,734,287  72.3  % 206,042  (3) 3,940,329  76.2  %

Operating expenses

Research and development 755,936  (25,999) (1) 729,937

Sales and marketing 1,059,497  (38,826) (1) 1,020,671

General and administrative 427,811  (22,753) (1) 405,058

Amortization of acquired customer-based intangible assets 321,891  (321,891) (2) —

Special charges (recoveries) 145,890  (145,890) (4) —

GAAP-based income from operations / Non-GAAP-based income from operations

892,689  761,401  (5) 1,654,090

Other income (expense), net (82,787) 82,787  (6) —

Provision for income taxes

46,005  272,296  (7) 318,301

GAAP-based net income / Non-GAAP-based net income, attributable to OpenText

435,868  571,892  (8) 1,007,760

GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText $ 1.65  $ 2.17  (8) $ 3.82

(1)    Adjustment relates to the exclusion of share-based compensation expense from our Non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results.

(2)    Adjustment relates to the exclusion of amortization expense from our Non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results.

(3)    GAAP-based and Non-GAAP-based gross profit stated in dollars and gross margin stated as a percentage of total revenue.

(4)    Adjustment relates to the exclusion of special charges (recoveries) from our Non-GAAP-based operating expenses as special charges (recoveries) are generally incurred in the periods relevant to an acquisition and include certain charges or recoveries that are not indicative or related to continuing operations and are therefore excluded from our internal analysis of operating results.

(5)    GAAP-based and Non-GAAP-based income from operations stated in dollars.

(6)    Adjustment relates to the exclusion of other income (expense) from our Non-GAAP-based operating expenses as other income (expense) generally relates to the transactional impact of foreign exchange and is generally not indicative or

26

related to continuing operations and is therefore excluded from our internal analysis of operating results. Other income (expense) also includes our share of income (losses) from our holdings in investments as a limited partner. We do not actively trade equity securities in these privately held companies nor do we plan our ongoing operations based around any anticipated fundings or distributions from these investments. We exclude gains and losses on these investments as we do not believe they are reflective of our ongoing business and operating results. Other income (expense) also includes unrealized and realized gains (losses) on our derivatives which are not designated as hedges. We exclude gains and losses on these derivatives as we do not believe they are reflective of our ongoing business and operating results.

(7)    Adjustment relates to differences between the GAAP-based tax provision rate of approximately 10% and a Non-GAAP-based tax rate of approximately 24%; these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based net income. Such excluded items include amortization, share-based compensation, special charges (recoveries) and other income (expense), net. Also excluded are tax benefits/expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves and “book to return” adjustments for tax return filings and tax assessments. Beginning in Fiscal 2025, net tax benefits arising from the internal reorganization that occurred in Fiscal 2017 have been fully utilized and are no longer included. In arriving at our Non-GAAP-based tax rate of approximately 24%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense.

(8)    Reconciliation of GAAP-based net income to Non-GAAP-based net income:

Year Ended June 30, 2025

Per share diluted

GAAP-based net income, attributable to OpenText

$ 435,868  $ 1.65

Add (deduct):

Amortization 510,671  1.94

Share-based compensation 104,840  0.40

Special charges (recoveries) 145,890  0.55

Other (income) expense, net 82,787  0.32

GAAP-based provision for income taxes

46,005  0.17

Non-GAAP-based provision for income taxes

(318,301) (1.21)

Non-GAAP-based net income, attributable to OpenText

$ 1,007,760  $ 3.82

27

Reconciliation of Adjusted EBITDA

Year Ended June 30, 2025

GAAP-based net income, attributable to OpenText

$ 435,868

Add:

Provision for income taxes

46,005

Interest and other related expense, net 327,831

Amortization of acquired technology-based intangible assets 188,780

Amortization of acquired customer-based intangible assets 321,891

Depreciation 130,573

Share-based compensation 104,840

Special charges (recoveries) 145,890

Other (income) expense, net 82,787

Adjusted EBITDA $ 1,784,465

GAAP-based net income margin

8.4  %

Adjusted EBITDA margin 34.5  %

Reconciliation of Free Cash Flow

Year Ended June 30, 2025

GAAP-based cash flows provided by operating activities $ 830,618

Add:

Capital expenditures (1)

(143,222)

Free cash flow $ 687,396

(1)Defined as “Additions of property and equipment” in the Consolidated Statements of Cash Flows.

28

(3)    The following tables provide a composition of our major currencies for revenue and expenses, expressed as a percentage, for the year ended June 30, 2026 and 2025:

Three Months Ended June 30, 2026 Three Months Ended June 30, 2025

Currencies % of Revenue

% of Expenses(1)

% of Revenue

% of Expenses(1)

EURO 25  % 14  % 25  % 13  %

GBP 6  % 6  % 5  % 6  %

CAD 3  % 14  % 3  % 12  %

USD 56  % 43  % 56  % 46  %

Other 10  % 23  % 11  % 23  %

Total 100  % 100  % 100  % 100  %

Year Ended June 30, 2026 Year Ended June 30, 2025

Currencies % of Revenue

% of Expenses(1)

% of Revenue

% of Expenses(1)

EURO 25  % 14  % 23  % 12  %

GBP 5  % 6  % 5  % 6  %

CAD 3  % 13  % 3  % 11  %

USD 56  % 44  % 58  % 47  %

Other 11  % 23  % 11  % 24  %

Total 100  % 100  % 100  % 100  %

(1)Expenses include all cost of revenues and operating expenses included within the Condensed Consolidated Statements of Income, except for amortization of intangible assets, share-based compensation and special charges (recoveries).

29

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 7

v3.26.1

Cover Document

Aug. 06, 2026

Cover [Abstract]

Document Type

8-K

Document Period End Date

Aug. 06, 2026

Entity Registrant Name

Open Text Corp

Entity Incorporation, State or Country Code

Z4

Entity File Number

0-27544

Entity Tax Identification Number

98-0154400

Entity Central Index Key

0001002638

Amendment Flag

false

Entity Address, Address Line One

275 Frank Tompa Drive

Entity Address, City or Town

Waterloo

Entity Address, State or Province

ON

Entity Address, Country

CA

Entity Address, Postal Zip Code

N2L 0A1

City Area Code

519

Local Phone Number

888-7111

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common stock without par value

Trading Symbol

OTEX

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

X

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

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- Definition

Area code of city

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- Definition

Cover page.

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- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

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- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

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No definition available.

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Data Type:

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- Definition

Address Line 1 such as Attn, Building Name, Street Name

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Name of the City or Town

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- Definition

ISO 3166-1 alpha-2 country code.

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Data Type:

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- Definition

Code for the postal or zip code

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- Definition

Name of the state or province.

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- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Indicate if registrant meets the emerging growth company criteria.

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-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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No definition available.

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- Definition

Two-character EDGAR code representing the state or country of incorporation.

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

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Data Type:

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Balance Type:

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Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

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-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Data Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

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No definition available.

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Data Type:

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Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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