This Annual Report on Form 10-K, including this Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A), contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act), and Section 27A of the U.S. Securities Act of 1933, as amended (the Securities Act), and is subject to the safe harbors created by those sections. All statements other than statements of historical facts are statements that could be deemed forward-looking statements. When used in this report, the words “anticipates”, “expects”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “may”, “could”, “would”, “might”, “will” and other similar language, as they relate to Open Text Corporation (OpenText or the Company), are intended to identify forward-looking statements under applicable securities laws. Specific forward-looking statements in this report include, but are not limited to, statements regarding: (i) our focus in the fiscal years beginning July 1, 2026 and ending June 30, 2027 (Fiscal 2027) and July 1, 2027 and ending June 30, 2028 (Fiscal 2028) on growth in earnings and cash flows; (ii) creating value through investments in broader data management capabilities; (iii) our future business plans and operations, strategic goals and business planning process, including the Company’s business optimization plan announced in July 2024 (the Business Optimization Plan) and the potential redeployment of capital from non-core assets to enhance focus on our core data management business as clients increasingly adopt AI and support long-term shareholder returns; (iv) business trends; (v) distribution; (vi) the Company’s presence in the cloud and in growth markets; (vii) product and solution developments, enhancements and releases, the timing thereof and the clients targeted; (viii) the Company’s financial condition, results of operations and earnings; (ix) the basis for any future growth, including organic and inorganic growth, and for our financial performance; (x) declaration of quarterly dividends; (xi) future tax rates; (xii) the changing regulatory environment; (xiii) annual recurring revenues; (xiv) research and development and related expenditures; (xv) our building, development and consolidation of our network infrastructure; (xvi) competition and changes in the competitive landscape; (xvii) our management and protection of intellectual property and other proprietary rights; (xviii) existing and foreign sales and exchange rate fluctuations; (xix) cyclical or seasonal aspects of our business; (xx) capital expenditures; (xxi) potential legal and/or regulatory proceedings; (xxii) acquisitions and their expected impact, including our ability to realize the benefits expected from the acquisitions and to successfully integrate the assets we acquire or utilize such assets to their full capacity (see Note 19 “Acquisitions and Divestitures” to our Consolidated Financial Statements for more details); (xxiii) tax audits; (xxiv) the expected impact of the Russia-Ukraine and Middle East conflicts and other geopolitical disputes on our business;(xxv) expected costs of the restructuring and Business Optimization Plan; (xxvi) initiatives we establish and targets that we set related to corporate citizenship-related activities; (xxvii) divestitures and their expected impact (see Note 19 “Acquisitions and Divestitures” to our Consolidated Financial Statements for more details); (xxviii) the implementation of or changes to global tariff regimes or other trade policies and the resulting uncertainty to the macroeconomic environment; (xxix) the expected impact of our share repurchase plan on our overall strategic capital allocation; and (xxx) other matters. 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, and 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. The forward-looking statements contained in this report are based on certain assumptions including the following: (i) countries continuing to implement and enforce existing and additional customs and security regulations relating to the provision of electronic information for imports and exports; (ii) our continued operation of a secure and reliable business network; (iii) the stability of general political, economic and market conditions; (iv) our ability to manage inflation, including increased labour costs associated with attracting and retaining employees, and volatile interest rates; (v) our continued ability to manage certain foreign currency risk through hedging; (vi) equity and debt markets continuing to provide us with access to capital; (vii) our continued ability to identify, source and finance attractive and executable business combination opportunities; (viii) our continued ability to avoid infringing third-party intellectual property rights; and (ix) our ability to successfully implement our restructuring plans. Management’s estimates, beliefs and assumptions are inherently subject to significant business, economic, competitive and other uncertainties and contingencies regarding future events and, as such, are subject to change. We can give no assurance that such estimates, beliefs and assumptions will prove to be correct. 48 Table of Contents Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. The risks and uncertainties that may affect forward-looking statements include, but are not limited to: (i) our inability to realize successfully any anticipated synergy benefits from acquisitions; (ii) the actual and potential impacts of the use of cash and incurrence of indebtedness, including the granting of security interests related to such debt; (iii) the change in scope and size of our operations as a result of acquisitions or divestitures and risks relating to any such acquisitions or divestitures and the impact of divestitures on our remaining business, including the divestiture of eDOCS and the divestiture of Vertica; (iv) the uncertainty around expectations related to the business prospects from potential acquisitions; (v) integration of acquisitions and related restructuring efforts, including the quantum of restructuring charges and the timing thereof; (vi) the possibility that we may be unable to successfully integrate the assets we acquire or fail to utilize such assets to their full capacity and not realize the benefits we expect from our acquired portfolios and businesses; (vii) the potential for the incurrence of or assumption of debt in connection with acquisitions, its impact on future operations and on the ratings or outlooks of rating agencies on our outstanding debt securities, the possibility of not being able to generate sufficient cash to service all indebtedness, and our ability to reduce our outstanding debt; (viii) the possibility that the Company may be unable to meet its future reporting requirements under the Exchange Act, and the rules promulgated thereunder, or applicable Canadian securities regulation; (ix) the risks associated with bringing new products and services to market; (x) fluctuations in currency exchange rates (including as a result of the impact of any policy changes resulting from trade and tariff disputes) and the impact of mark-to-market valuation relating to associated derivatives; (xi) delays in the purchasing decisions of the Company’s clients; (xii) competition the Company faces in its industry and/or marketplace; (xiii) the final determination of litigation, tax audits (including tax examinations in Canada, the United States or elsewhere) and other legal proceedings; (xiv) potential exposure to greater than anticipated tax liabilities or expenses, including with respect to changes in Canadian, United States or international tax regimes; (xv) the possibility of technical, logistical or planning issues in connection with the deployment of the Company’s products or services; (xvi) the continuous commitment of the Company’s clients; (xvii) demand for the Company’s products and services; (xviii) increase in exposure to international business risks including the impact of geopolitical instability, political unrest, war and other global conflicts, and other geopolitical tensions, including the Russia-Ukraine and Middle East conflicts, as we continue to increase our international operations; (xix) adverse macroeconomic conditions, such as potential increases or changes in global tariff policies and structures and the timing thereof, the effects of global relations, including escalating tensions, imposition of tariffs, retaliatory measures, restrictive regulations or boycotts, and other trade policies, inflation, disruptions in global supply chains and increased labour costs; (xx) inability to raise capital at all or on not unfavourable terms in the future; (xxi) downward pressure on our share price and the dilutive effect of future sales or issuances of equity securities (including in connection with future acquisitions); and (xxii) potential changes in ratings or outlooks of rating agencies on our outstanding debt securities. Other factors that may affect forward-looking statements include, but are not limited to: (i) the future performance, financial and otherwise, of the Company; (ii) the ability of the Company to bring new products and services to market and to increase sales; (iii) the strength of the Company’s product development pipeline; (iv) failure to secure and protect patents, trademarks and other proprietary rights; (v) infringement of third-party proprietary rights triggering indemnification obligations and resulting in significant expenses or restrictions on our ability to provide our products or services; (vi) failure to comply with privacy laws and regulations that are extensive, open to various interpretations and complex to implement; (vii) the Company’s growth and other profitability prospects; (viii) the estimated size and growth prospects of the data management market; (ix) the Company’s competitive position in the data management market and its ability to take advantage of future opportunities in this market; (x) the benefits of the Company’s products and services to be realized by clients; (xi) the demand for the Company’s products and services and the extent of deployment of the Company’s products and services in the data management marketplace; (xii) the Company’s financial condition and capital requirements; (xiii) system or network failures or information security, cybersecurity or other data breaches in connection with the Company’s offerings or the information technology systems used by the Company generally, the risk of which may be increased during times of natural disaster or pandemic due to remote working arrangements; (xiv) the integration of AI and other machine learning into some of our products, systems or solutions; (xv) failure to achieve any corporate citizenship-related targets we set; (xvi) failure to attract and retain key personnel to develop and effectively manage the Company’s business; (xvii) the ability of the Company’s subsidiaries to make distributions to the Company and (xviii) increased attention from shareholders, governments, clients and other key relationships regarding our corporate citizenship practices and increased regulatory scrutiny of such practices and related disclosures, which could impact our business activities, financial performance and reputation. Readers should carefully review Part I, Item 1A “Risk Factors” and other documents we file from time to time with the Securities and Exchange Commission (SEC) and other securities regulators. A number of factors may 49 Table of Contents materially affect our business, financial condition, operating results and prospects. These factors include but are not limited to those set forth in Part I, Item 1A “Risk Factors” and elsewhere in this Annual Report on Form 10-K. Any one of these factors, and other factors that we are unaware of, or currently deem immaterial, may cause our actual results to differ materially from recent results or from our anticipated future results. 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. The following MD&A is intended to help readers understand our results of operations and financial condition, and is provided as a supplement to, and should be read in conjunction with, our Consolidated Financial Statements and the accompanying Notes to our Consolidated Financial Statements under Part II, Item 8 of this Annual Report on Form 10-K. All dollar and percentage comparisons made herein refer to the year ended June 30, 2026 compared with the year ended June 30, 2025, unless otherwise noted. Refer to Part II, Item 7 of our Annual Report on Form 10-K for Fiscal 2025 for a comparative discussion of our Fiscal 2025 financial results as compared to Fiscal 2024. Where we say “we”, “us”, “our”, “OpenText” or “the Company”, we mean Open Text Corporation or Open Text Corporation and its subsidiaries, as applicable. Executive Overview Incorporated in 1991, OpenText is a leading provider of data management for enterprise AI. We are Canadian in our roots and global in our reach. We provide the secure data foundation in the AI stack, the trusted context that makes credible AI outcomes possible. We give clients the choice to transform and operate at their best: deployment on-premise or in the cloud, with the type of cloud they need, public, private or sovereign, and to integrate with any enterprise-grade language model. We operate across the private, public, and highly regulated sectors including retail, financial services, government, manufacturing, healthcare, energy, and logistics. As enterprise adoption of AI continues to evolve, organizations increasingly require trusted, governed enterprise data to deploy AI effectively. OpenText’s products and solutions build on the Company’s longstanding data management capabilities to help clients meet those evolving requirements. Our products and solutions are a critical layer in the AI stack that connect enterprise data to AI for trusted outcomes. OpenText’s data management products and solutions manage and govern the creation, capture, use, analysis, and lifecycle of structured and unstructured enterprise data. We help organizations manage and integrate their data, unlocking its value for trusted AI results, while meeting privacy and compliance requirements, so clients can move confidently from AI experimentation to enterprise-scale AI adoption. To accelerate agentic AI and business transformation, OpenText enables clients to deploy in the cloud of their choice, with the AI model that best meets business, security, and regulatory obligations. Our AI-first solutions are available across a combination of private, public and sovereign cloud, managed cloud services, API and on-premise environments. This deployment flexibility enables organizations to operate across hybrid and multi-cloud environments while meeting operational, security, and regulatory obligations. By supporting clients wherever they are in their AI journey, we aim to build long-term, high-value client relationships. Our investments in research and development (R&D) drive ongoing innovation in AI, cloud, and cybersecurity, seeking to increase the value of our offerings to our existing and prospective client base, which includes global enterprises, small and medium-sized businesses (SMBs), regulated industries, governments, and other clients around the world. Our initial public offering was on the NASDAQ in 1996 and we were subsequently listed on the Toronto Stock Exchange (TSX) in 1998. Our ticker symbol on both the NASDAQ and the TSX is “OTEX.” As of June 30, 2026, we had approximately 19,900 employees, of which approximately 6,900 or 35% are in the Americas, 4,600 or 23% are in EMEA and 8,400 or 42% are in Asia Pacific. Currently, we have employees in 42 countries enabling strong access to multiple talent pools while ensuring reach and proximity to our clients. See “Results of Operations” below for our definitions of geographic regions. 50 Table of Contents Fiscal 2026 Summary: During Fiscal 2026, we saw the following activity as compared to Fiscal 2025: •Total revenue was $5,246.4 million, up 1.5% compared to the prior fiscal year; down 0.5% after excluding the favourable impact of $136.0 million of foreign currency exchange rates and adjusting for the impact of revenues divested from the eDOCS and Vertica businesses. Total revenue was up as increases in the Content, Business Network, ADM and ITOM product categories were offset by decreases in the Cybersecurity (Enterprise), Cybersecurity (SMB & Consumer), and Analytics product categories. •Total annual recurring revenue, which we define as the sum of cloud services and subscriptions revenue and customer support revenue, was $4,246.0 million, up 1.3% compared to the prior fiscal year; down 1.2% after excluding the favourable impact of $105.7 million of foreign exchange rate changes. •Cloud services and subscriptions revenue was $1,958.6 million, up 5.5% compared to the prior fiscal year; up 3.4% after excluding the favourable impact of $39.1 million of foreign exchange rate changes. •GAAP-based gross margin was 73.7% compared to 72.3% in the prior fiscal year. •Non-GAAP-based gross margin was 77.3% compared to 76.2% in the prior fiscal year. •GAAP-based net income attributable to OpenText was $643.0 million compared to $435.9 million in the prior fiscal year. •Non-GAAP-based net income attributable to OpenText was $1,101.7 million compared to $1,007.8 million in the prior fiscal year. •GAAP-based earnings per share (EPS), diluted, was $2.58 compared to $1.65 in the prior fiscal year. •Non-GAAP-based EPS, diluted, was $4.42 compared to $3.82 in the prior fiscal year. •Adjusted EBITDA, a non-GAAP measure, was $1,903.2 million compared to $1,784.5 million in the prior fiscal year. •Operating cash flow was $1,006.8 million for the year ended June 30, 2026, compared to $830.6 million in the prior fiscal year, up 21.2%. •Free cash flow was $807.5 million for the year ended June 30, 2026, compared to $687.4 million in the prior fiscal year, up $120.1 million. •Cash and cash equivalents were $956.0 million as of June 30, 2026, compared to $1,156.5 million as of June 30, 2025. •Enterprise cloud bookings were $946.7 million for the year ended June 30, 2026, compared to $772.5 million for the year ended June 30, 2025. We define Enterprise cloud bookings as the total value from cloud services and subscriptions contracts entered into in the fiscal year that are new, committed and incremental to our existing contracts, entered into with our enterprise-based clients. •During the year ended June 30, 2026, we repurchased and canceled 14,761,123 Common Shares for $415.7 million, inclusive of 2% Canadian excise taxes recorded (year ended June 30, 2025 and 2024— 14,524,664 and 5,073,913 Common Shares for $418.3 million and $152.3 million, respectively). •During the year ended June 30, 2026, we declared and paid cash dividends of $1.10 per Common Share in the aggregate amount of $268.4 million, an increase of 5% compared to the prior fiscal year (year ended June 30, 2025 and 2024—$1.05 and $1.00 per Common Share, respectively, in the aggregate amount of $271.5 million and $267.4 million, respectively). For the year ended June 30, 2026, we achieved all of our Fiscal 2026 outlook metrics as reported on May 7, 2026, other than Free Cash Flow due to the timing associated with receipt of payments at the end of the period. See “Use of Non-GAAP Financial Measures” below for definitions and reconciliations of GAAP-based measures to Non-GAAP-based measures. See “Acquisitions” below for the impact of acquisitions on the period-to-period comparability of results. Acquisitions and Divestitures As a result of the continually changing marketplace in which we operate and our strategic objectives, we regularly evaluate acquisition and divestiture opportunities within our market and at any time may be in various stages of discussions with respect to such opportunities. 51 Table of Contents Acquisitions On August 23, 2023, we acquired all of the equity interest in KineMatik Ltd. (KineMatik), a provider of automated business process and project management solutions built on OpenText’s Content Server. In accordance with ASC Topic 805, “Business Combinations”, this acquisition was accounted for as a business combination. The results of operations of KineMatik have been consolidated with those of OpenText beginning August 24, 2023. The results of KineMatik are not considered to be material to our business. On May 22, 2024, we acquired Pillr, a cloud native, multi-tenant MDR platform from Novacoast, Inc. for MSPs that includes powerful threat-hunting capabilities. In accordance with ASC Topic 805, “Business Combinations”, this acquisition was accounted for as a business combination. The results of operations of Pillr have been consolidated with those of OpenText beginning May 22, 2024. The results of Pillr are not considered to be material to our business. Divestitures On May 1, 2024, the Company completed the divestiture of its AMC business to Rocket Software Inc. (Rocket Software) for $2.275 billion in cash before taxes, fees and other adjustments (the AMC Divestiture). Working capital adjustments were finalized during Fiscal 2025 which resulted in a payment of $11.7 million to Rocket Software, and a decrease to the gain on the AMC Divestiture by $4.2 million. For Fiscal 2024, the results of the AMC business from July 1, 2023 through April 30, 2024 were recorded and presented within our Consolidated Financial Statements. See Note 19 “Acquisitions and Divestitures” to our Consolidated Financial Statements for more details. On January 12, 2026, the Company completed the divestiture of an on-premise solution (eDOCS), a part of its Analytics product category, to NetDocuments, for $163.0 million in cash before taxes, fees and other adjustments. The Company used the proceeds from the transaction to prepay $163.0 million of the outstanding principal balance of the Acquisition Term Loan (as defined below). See Note 19 “Acquisitions and Divestitures” to our Consolidated Financial Statements for more information. On May 11, 2026, the Company completed the divestiture of Vertica, a part of its Analytics product category, to Rocket Software Inc. (Rocket Software) for $150.0 million in cash, before taxes, fees and other adjustments. The Company used the proceeds from the transaction to prepay $150.0 million of the outstanding debt. See Note 19 “Acquisitions and Divestitures” to our Consolidated Financial Statements for more information. Impacts of Geopolitical Conflicts and Diplomatic Tensions We continue to monitor the geopolitical conflicts and diplomatic tensions around the world, including the Russia-Ukraine and Middle East conflicts. We have ceased all direct business in Russia and Belarus. While our operations within these locations are not material and we do not expect these geopolitical conflicts to have a material adverse effect on our overall business, results of operations or financial condition, it is not possible to predict the broader consequences or broader expansion of these conflicts, including adverse effects on the global economy, on our business and operations as well as those of our clients, partners and third-party service providers. For more information, see Part I, Item 1A “Risk Factors” included in this Annual Report on Form 10-K. 52 Table of Contents Outlook for Fiscal 2027 Financial Outlook As of August 6, 2026, the Company’s full year Fiscal 2027 outlook is as follows: Metrics Fiscal 2027 Total revenues (as reported) (in millions) (1) $5,135 to $5,185 Total revenues growth from Content, Business Network, ITOM, and Cybersecurity (Enterprise) product categories in constant currency (Non-GAAP) (2) 2% to 3% Total cloud services and subscriptions revenues growth from Content, Business Network, ITOM, and Cybersecurity (Enterprise) product categories in constant currency (Non-GAAP) (3) 8% to 10% Adjusted EBITDA Margin (Non-GAAP) 32% to 33% Free Cash Flows (Non-GAAP) (in millions) $625 to $725 ______________________ (1)Total revenues (as reported) includes the expected unfavourable foreign currency impact of approximately $30 million in Fiscal 2027. (2)Total revenues growth from Content, Business Network, ITOM, and Cybersecurity (Enterprise) product categories in constant currency excludes the expected unfavourable foreign currency impact of approximately $25 million in Fiscal 2027. Divestitures did not impact these product categories. (3)Total cloud services and subscriptions revenues growth from Content, Business Network, ITOM, and Cybersecurity (Enterprise) product categories in constant currency excludes the expected unfavourable foreign currency impact of approximately $5 million in Fiscal 2027. Divestitures did not impact these product categories. The forward-looking measures and the underlying assumptions involve significant known and unknown risks and uncertainties, and actual results may vary materially. The Company does not present a reconciliation of the forward-looking non-GAAP financial measure, Adjusted EBITDA (as defined below), to the most directly comparable GAAP financial measure because it is impractical to forecast certain items without unreasonable efforts due to the uncertainty and inherent difficulty of predicting, within a reasonable range, the occurrence and financial impact of and the periods in which such items may be recognized. Divestitures and foreign currency exchange rate fluctuations can affect the comparability of our financial results between periods, particularly with respect to revenues. We believe setting Fiscal 2027 outlook metrics in constant currency and excluding divested revenues enhances transparency and facilitates meaningful period-to-period comparisons of our underlying performance. See “Impact on Revenues of Divested Businesses and Foreign Currency” (under “Result of Operations”) for additional information. Furthermore, during the fourth quarter of Fiscal 2026, we launched an end-to-end enterprise assessment to identify actions to lay the foundation for our multi-year plan to grow shareholder value. This assessment focuses on a number of areas including our go-to-market strategy, portfolio composition and differentiation, sales and marketing enablement, our talent and culture, and execution model. We intend to complete this enterprise assessment in early Fiscal 2027 and, as a result, our outlook metrics by product categories, or other items, may be adjusted to align to changes as a result of the enterprise assessment. See “Risk Factors” included in Item 1A of this Annual Report on Form 10-K. In addition, we intend to continue our strong capital allocation prog ram with our quarterly dividend and renewed share repurchase program. See Note 26 “Subsequent Events” to the Consolidated Financial Statements included in this Annual Report on Form 10-K. Strategic Priorities We are a leading provider of secure data context for enterprise AI. Our products and solutions portfolio provide the secure data foundation in the AI stack, the trusted context that makes credible AI outcomes possible. Our strategy is centered around disciplined execution and capital allocation that we expect will return the business to organic and sustainable revenue growth on a constant currency basis. For a discussion of our strategy and strategic pillars, see “Business — OpenText Strategy” included in Item 1 of this Annual Report on Form 10-K. 53 Table of Contents Additional Considerations As previously announced, our Business Optimization Plan was designed to support strategic initiatives, integration and simplification efforts following the acquisition of Micro Focus International Limited (the Micro Focus Acquisition), the sale of the Company’s Application Modernization and Connectivity (AMC) business (the AMC Divestiture) and AI-first innovation and growth plans. As of June 30, 2026, we have incurred $223.9 million of the total expected costs of up to approximately $260.0 million. These costs primarily related to workforce reduction driven by automation, centralization, and simplification, as well as associated real estate footprint reductions globally. The Business Optimization Plan along with other savings initiatives, when fully implemented, is expected to generate total annualized savings of approximately $490.0 million to $550.0 million. The Company realized approximately 70% of these savings during Fiscal 2025 and 2026, and expects to realize the remaining 30% in Fiscal 2027. The entire Business Optimization Plan is expected to be substantially completed by the second quarter of Fiscal 2027. See Part I, Item 1A, “Risk Factors” included within this Annual Report on Form 10-K for more details. We conduct business globally and are subject to a complex and evolving international trade environment. Recent trade tensions among major economies have led to the dissolution of trade agreements and the imposition of tariffs and other restrictive measures. These tariffs and other restrictive measures do not currently target digital goods and services, including software, services, intangibles or other digital services; however, we cannot predict future trade policy or tariffs, including whether such digital goods and services will be subject to any form of tariffs or other restrictions in the future, or the timing of any impacts thereof. We also cannot predict the impact that such tariffs and other restrictive measures will have on the macroeconomic environment or our clients, which could adversely impact our business and our results of operations. We will continue to closely monitor the potential impacts of changes in global tariff policies and structures and other trade policies, or related impacts on the global economy arising from the current geopolitical climate, such as inflation with respect to wages, services and goods, concerns regarding any potential recession, volatile interest rates, financial market volatility, or other impacts from the Russia-Ukraine and Middle East conflicts and other geopolitical disputes on our business. See Part I, Item 1A, “Risk Factors” included within this Annual Report on Form 10-K. Critical Accounting Policies and Estimates The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates, judgments and assumptions that affect the amounts reported in the Consolidated Financial Statements. These estimates, judgments and assumptions are evaluated on an ongoing basis. We base our estimates on historical experience and on various other assumptions that we believe are reasonable at that time. Actual results may differ materially from those estimates. The policies listed below are areas that may contain key components of our results of operations and are based on complex rules requiring us to make judgments and estimates and consequently, we consider these to be our critical accounting policies. Some of these accounting policies involve complex situations and require a higher degree of judgment, either in the application and interpretation of existing accounting literature or in the development of estimates that affect our financial statements. The critical accounting policies which we believe are the most important to aid in fully understanding and evaluating our reported financial results include the following: (i)Revenue recognition, (ii)Goodwill, (iii)Acquired intangibles and (iv)Income taxes. For a full discussion of all our accounting policies, see Note 2 “Accounting Policies and Recent Accounting Pronouncements” to the Consolidated Financial Statements included in this Annual Report on Form 10-K. Revenue recognition In accordance with Accounting Standards Codification (ASC) Topic 606 “Revenue from Contracts with Customers” (Topic 606), we account for a customer contract when we obtain written approval, the contract is committed, the rights of the parties, including the payment terms, are identified, the contract has commercial substance and consideration is probable of collection. Revenue is recognized when, or as, control of a promised product or service is transferred to our customers in an amount that reflects the consideration we expect to be 54 Table of Contents entitled to in exchange for our products and services (at its transaction price). Estimates of variable consideration and the determination of whether to include estimated amounts in the transaction price are based on readily available information, which may include historical, current and forecasted information, taking into consideration the type of customer, the type of transaction and specific facts and circumstances of each arrangement. We report revenue net of any revenue-based taxes assessed by governmental authorities that are imposed on and concurrent with specific revenue producing transactions. We have four revenue streams: cloud services and subscriptions, customer support, license and professional service and other. Cloud services and subscriptions revenue Cloud services and subscriptions revenue are from hosting arrangements where, in connection with the licensing of software, the end user does not take possession of the software, as well as from end-to-end fully outsourced B2B integration solutions to our customers (collectively referred to as cloud arrangements). The software application resides on our hardware or that of a third-party, and the customer accesses and uses the software on an as-needed basis. Our cloud arrangements can be broadly categorized as “platform as a service” (PaaS), SaaS, cloud subscriptions and managed services. PaaS/ SaaS/ Cloud Subscriptions (collectively referred to here as cloud-based solutions): We offer cloud-based solutions that provide customers the right to access our software through the internet. Our cloud-based solutions represent a series of distinct services that are substantially the same and have the same pattern of transfer to the customer. These services are made available to the customer continuously throughout the contractual period. However, the extent to which the customer uses the services may vary at the customer’s discretion. The payment for cloud-based solutions may be received either at inception of the arrangement, or over the term of the arrangement. These cloud-based solutions are considered to have a single performance obligation where the customer simultaneously receives and consumes the benefit, and as such we recognize revenue for these cloud-based solutions ratably over the term of the contractual agreement. For example, revenue related to cloud-based solutions that are provided on a usage basis, such as the number of users, is recognized based on a customer’s utilization of the services in a given period. Additionally, a software license is present in a cloud-based solutions arrangement if all of the following criteria are met: (i)The customer has the contractual right to take possession of the software at any time without significant penalty; and (ii)It is feasible for the customer to host the software independent of us. In these cases where a software license is present in a cloud-based solutions arrangement it is assessed to determine if it is distinct from the cloud-based solutions arrangement. The revenue allocated to the distinct software license would be recognized at the point in time the software license is transferred to the customer, whereas the revenue allocated to the hosting performance obligation would be recognized ratably on a monthly basis over the contractual term unless evidence suggests that revenue is earned, or obligations are fulfilled in a different pattern over the contractual term of the arrangement. Managed services: We provide comprehensive B2B process outsourcing services for all day-to-day operations of a customers’ B2B integration program. Customers using these managed services are not permitted to take possession of our software and the contract is for a defined period, where customers pay a monthly or quarterly fee. Our performance obligation is satisfied as we provide services of operating and managing a customer’s EDI environment. Revenue relating to these services is recognized using an output method based on the expected level of service we will provide over the term of the contract. As part of cloud services and subscriptions revenues, in connection with cloud subscription and managed service contracts, we often agree to perform a variety of services before the customer goes live, such as converting and migrating customer data, building interfaces and providing training. These services are considered an outsourced suite of professional services which can involve certain project-based activities. These services can be provided at the initiation of a contract, during the implementation or on an ongoing basis as part of the customer life cycle. These services can be charged separately on a fixed fee or a time and materials basis, or the costs associated may be recovered as part of the ongoing cloud subscription or managed services fee. These outsourced professional services are considered to be distinct from the ongoing hosting services and represent a separate 55 Table of Contents performance obligation within our cloud subscriptions or managed services arrangements. The obligation to provide outsourced professional services is satisfied over time, with the customer simultaneously receiving and consuming the benefits as we satisfy our performance obligations. For outsourced professional services, we recognize revenue by measuring progress toward the satisfaction of our performance obligation. Progress for services that are contracted for a fixed price is generally measured based on hours incurred as a portion of total estimated hours. As a practical expedient, when we invoice a customer at an amount that corresponds directly with the value to the customer of our performance to date, we recognize revenue at that amount. Customer support revenue Customer support revenue is associated with perpetual, term license and on-premise subscription arrangements. As customer support is not critical to the customers’ ability to derive benefit from their right to use our software, customer support is considered a distinct performance obligation when sold together in a bundled arrangement along with the software. Customer support consists primarily of technical support and the provision of unspecified updates and upgrades on a when-and-if-available basis. Customer support for perpetual licenses is renewable, generally on an annual basis, at the option of the customer. Customer support for term and subscription licenses is renewable concurrently with such licenses for the same duration of time. Payments for customer support are generally made at the inception of the contract term or in installments over the term of the maintenance period. Our customer support team is ready to provide these maintenance services, as needed, to the customer during the contract term. As the elements of customer support are delivered concurrently and have the same pattern of transfer, customer support is accounted for as a single performance obligation. The customer benefits evenly throughout the contract period from the guarantee that the customer support resources and personnel will be available to them, and that any unspecified upgrades or unspecified future products developed by us will be made available. Revenue for customer support is recognized ratably over the contract period based on the start and end dates of the maintenance term, in line with how we believe services are provided. License revenue Our license revenue can be broadly categorized as perpetual licenses, term licenses and subscription licenses, which are primarily deployed on the customer’s premises (on-premise). Perpetual licenses: We sell perpetual licenses which provide customers the right to use software for an indefinite period of time in exchange for a one-time license fee, which is generally paid at contract inception. Our perpetual licenses provide a right to use intellectual property (IP) that is functional in nature and have significant stand-alone functionality. Accordingly, for perpetual licenses of functional IP, revenue is recognized at the point-in-time when control has been transferred to the customer, which normally occurs once software activation keys have been made available for download. Term licenses and Subscription licenses: We sell both term and subscription licenses which provide customers the right to use software for a specified period in exchange for a fee, which may be paid at contract inception or paid in installments over the period of the contract. Like perpetual licenses, both our term licenses and subscription licenses are functional IP that have significant stand-alone functionality. Accordingly, for both term and subscription licenses, revenue is recognized at the point-in-time when the customer is able to use and benefit from the software, which is normally once software activation keys have been made available for download at the commencement of the term. Professional service and other revenue Our professional services, when offered along with software licenses, consist primarily of technical services and training services. Technical services may include installation, customization, implementation or consulting services. Training services may include access to online modules, or delivering a training package customized to the customer’s needs. At the customer’s discretion, we may offer one, all, or a mix of these services. Payment for professional services is generally a fixed fee or a fee based on time and materials. Professional services can be arranged in the same contract as the software license or in a separate contract. As our professional services do not significantly change the functionality of the license and our customers can benefit from our professional services on their own or together with other readily available resources, we consider professional services distinct within the context of the contract. 56 Table of Contents Professional service revenue is recognized over time as long as: (i) the customer simultaneously receives and consumes the benefits as we perform them, (ii) our performance creates or enhances an asset the customer controls as we perform and (iii) our performance does not create an asset with an alternative use, and we have the enforceable right to payment. If all the above criteria are met, we use an input-based measure of progress for recognizing professional service revenue. For example, we may consider total labour hours incurred compared to total expected labour hours. As a practical expedient, when we invoice a customer at an amount that corresponds directly with the value to the customer of our performance to date, we will recognize revenue at that amount. Material rights To the extent that we grant our customer an option to acquire additional products or services in one of our arrangements, we will account for the option as a distinct performance obligation in the contract only if the option provides a material right to the customer that the customer would not receive without entering into the contract. For example, if we give the customer an option to acquire additional goods or services in the future at a price that is significantly lower than the current price, this would be a material right as it allows the customer to, in effect, pay in advance for the option to purchase future products or services. If a material right exists in one of our contracts, then revenue allocated to the option is deferred and we would recognize revenue only when those future products or services are transferred or when the option expires. Based on history, our contracts do not typically contain material rights and when they do, the material right is not significant to our Consolidated Financial Statements. Arrangements with multiple performance obligations Our contracts generally contain more than one of the products and services listed above. Determining whether goods and services are considered distinct performance obligations that should be accounted for separately or as a single performance obligation may require judgment, specifically when assessing whether both of the following two criteria are met: •the customer can benefit from the product or service either on its own or together with other resources that are readily available to the customer; and •our promise to transfer the product or service to the customer is separately identifiable from other promises in the contract. If these criteria are not met, we determine an appropriate measure of progress based on the nature of our overall promise for the single performance obligation. If these criteria are met, each product or service is separately accounted for as a distinct performance obligation and the total transaction price is allocated to each performance obligation on a relative standalone selling price (SSP) basis. Standalone selling price The SSP reflects the price we would charge for a specific product or service if it were sold separately in similar circumstances and to similar customers. In most cases we can establish the SSP based on observable data. We typically establish a narrow SSP range for our products and services and assess this range on a periodic basis or when material changes in facts and circumstances warrant a review. If the SSP is not directly observable, then we estimate the amount using either the expected cost plus a margin or residual approach. Estimating SSP requires judgment that could impact the amount and timing of revenue recognized. SSP is a formal process whereby management considers multiple factors including, but not limited to, geographic or regional-specific factors, competitive positioning, internal costs, profit objectives and pricing practices. Transaction price allocation In bundled arrangements, where we have more than one distinct performance obligation, we must allocate the transaction price to each performance obligation based on its relative SSP. However, in certain bundled arrangements, the SSP may not always be directly observable. For instance, in bundled arrangements with license and customer support, we allocate the transaction price between the license and customer support performance obligations using the residual approach because we have determined that the SSP for licenses in these arrangements are highly variable. We use the residual approach only for our license arrangements. When the SSP 57 Table of Contents is observable but contractual pricing does not fall within our established SSP range, then an adjustment is required, and we will allocate the transaction price between license and customer support based on the relative SSP established for the respective performance obligations. When two or more contracts are entered into at or near the same time with the same customer, we evaluate the facts and circumstances associated with the negotiation of those contracts. Where the contracts are negotiated as a package, we will account for them as a single arrangement and allocate the consideration for the combined contracts among the performance obligations accordingly. We believe there are significant assumptions, judgments and estimates involved in the accounting for revenue recognition as discussed above and these assumptions, judgments and estimates could impact the timing of when revenue is recognized and could have a material impact on our Consolidated Financial Statements. Goodwill Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. The carrying amount of goodwill is periodically reviewed for impairment (at a minimum annually) and whenever events or changes in circumstances indicate that the carrying value of this asset may not be recoverable. Our operations are analyzed by management and our chief operating decision maker (CODM) as being part of a single industry segment: the design, development, marketing and sales of data management software and solutions. Therefore, our goodwill impairment assessment is based on the allocation of goodwill to a single reporting unit. We perform a qualitative assessment to test our reporting unit’s goodwill for impairment. Based on our qualitative assessment, if we determine that the fair value of our reporting unit is more likely than not (i.e., a likelihood of more than 50 percent) to be less than its carrying amount, the quantitative assessment of the impairment test is performed. In the quantitative assessment, we compare the fair value of our reporting unit to its carrying value. If the fair value of the reporting unit exceeds its carrying value, goodwill is not considered impaired, and we are not required to perform further testing. If the carrying value of the net assets of our reporting unit exceeds its fair value, then an impairment loss equal to the difference, but not exceeding the total carrying value of goodwill allocated to the reporting unit, would be recorded. Our annual impairment analysis of goodwill was performed as of April 1, 2026. Our qualitative assessment indicated that there were no indications of impairment and therefore there was no impairment of goodwill required to be recorded for Fiscal 2026 (no impairments were recorded for Fiscal 2025 and Fiscal 2024, respectively). Acquired intangibles In accordance with business combinations accounting, we allocate the purchase price of acquired companies to the tangible and intangible assets acquired and the liabilities assumed based on their estimated fair values. Such valuations may require management to make significant estimates and assumptions, especially with respect to intangible assets. Acquired intangible assets typically consist of acquired technology and customer relationships. In valuing our acquired intangible assets, we may make assumptions and estimates based in part on information obtained from the management of the acquired company, which may make our assumptions and estimates inherently uncertain. Examples of critical estimates we may make in valuing certain of the intangible assets that we acquire include, but are not limited to: •future expected cash flows of our individual revenue streams; •historical and expected customer attrition rates and anticipated growth in revenue from acquired customers; •the expected use of the acquired assets; and •discount rates. As a result of the judgments that need to be made, we obtain the assistance of independent valuation firms. We complete these assessments as soon as practical after the closing dates. Any excess of the purchase price over the estimated fair values of the identifiable net assets acquired is recorded as goodwill. Although we believe the assumptions and estimates of fair value we have made in the past have been reasonable and appropriate, they are based in part on historical experience and information obtained from the 58 Table of Contents management of the acquired companies and are inherently uncertain and subject to refinement. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates or actual results. As a result, during the measurement period, which may be up to one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill, if the changes are related to conditions that existed at the time of the acquisition. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments, based on events that occurred subsequent to the acquisition date, are recorded in our Consolidated Statements of Income. Income taxes We account for income taxes in accordance with ASC Topic 740, “Income Taxes” (Topic 740). We account for our uncertain tax provisions by using a two-step approach. The first step is to evaluate the tax position for recognition by determining if the weight of the available evidence indicates it is more likely than not, based solely on the technical merits, that the position will be sustained on audit, including the resolution of related appeals or litigation processes, if any. The second step is to measure the appropriate amount of the benefit to recognize. The amount of benefit to recognize is measured as the maximum amount which is more likely than not to be realized. The tax position is derecognized when it is no longer more likely than not that the position will be sustained on audit. On subsequent recognition and measurement, the maximum amount which is more likely than not to be recognized at each reporting date will represent the Company’s best estimate, given the information available at the reporting date, although the outcome of the tax position is not absolute or final. We recognize both accrued interest and penalties related to liabilities for income taxes within the Provision for income taxes line of our Consolidated Statements of Income. Deferred tax assets and liabilities arise from temporary differences between the tax bases of assets and liabilities and their reported amounts in the Consolidated Financial Statements that will result in taxable or deductible amounts in future years. These temporary differences are measured using enacted tax rates. A valuation allowance is recorded to reduce deferred tax assets to the extent that we consider it is more likely than not that a deferred tax asset will not be realized. In determining the valuation allowance, we consider factors such as the reversal of deferred income tax liabilities, projected taxable income and the character of income tax assets and tax planning strategies. A change to these factors could impact the estimated valuation allowance and income tax expense. The Company’s tax positions are subject to audit by local taxing authorities across multiple global subsidiaries and the resolution of such audits may span multiple years. Since tax law is complex and often subject to varied interpretations, it is uncertain whether some of the Company’s tax positions will be sustained upon audit. Our assumptions, judgments and estimates relative to the current provision for income taxes considers current tax laws, our interpretations of current tax laws and possible outcomes of current and future audits conducted by domestic and foreign tax authorities. While we believe the assumptions and estimates that we have made are reasonable, such assumptions and estimates could have a material impact to our Consolidated Financial Statements upon ultimate resolution of the tax positions. For additional details, see Note 15 “Income Taxes” to the Consolidated Financial Statements included in this Annual Report on Form 10-K. 59 Table of Contents Results of Operations The following tables provide a detailed analysis of our results of operations and financial condition. For each of the periods indicated below, we present our revenues by product type, revenues by major geography, cost of revenues by product type, total gross margin, total operating margin, gross margin by product type and their corresponding percentage of total revenue. In addition, we provide Non-GAAP measures for the periods discussed to provide additional information to investors that we believe will be useful as this presentation aligns with how our management assesses our Company’s performance. See “Use of Non-GAAP Financial Measures” below for a reconciliation of GAAP-based measures to Non-GAAP-based measures. The comparability of our operating results for the year ended June 30, 2026, as compared to the year ended June 30, 2025, was impacted by the divestitures of the eDOCS and Vertica businesses. The Company’s consolidated results excluded the results of eDOCS beginning January 12, 2026, and the results of Vertica beginning May 11, 2026. As such, consolidated operating results for the year ended June 30, 2026 include the operating results of the eDOCS and Vertica businesses up to their respective dates of divestiture and consolidated operating results for the years ended June 30, 2025 and 2024 include the full-year operating results for the eDOCS and Vertica businesses. For more details on the Company’s divestitures, see Note 19 “Acquisitions and Divestitures,” to the Consolidated Financial Statements. The comparability of our operating results for the year ended June 30, 2025, as compared to the year ended June 30, 2024, was impacted by the AMC Divestiture, the results of which were excluded from the Company’s consolidated results beginning May 1, 2024. As such, AMC operating results through April 30, 2024, were included in the consolidated operating results for the year ended June 30, 2024, but were not included in the consolidated operating results for the year ended June 30, 2025. The following tables illustrate the revenues contributed by the divested businesses during the years ended June 30, 2026, 2025 and 2024. Year Ended June 30, (In thousands) 2026 2025 2024 Cloud services and subscriptions $ 380 $ 828 $ 1,229 Customer support 51,035 73,757 359,674 License 29,122 35,949 172,597 Professional service and other 1,804 2,467 20,203 Total divested revenues $ 82,341 $ 113,001 $ 553,703 Year Ended June 30, (In thousands) 2026 2025 2024 Vertica $ 67,367 $ 83,673 $ 83,425 eDOCS 14,974 29,328 30,335 AMC — — 439,943 Total divested revenues $ 82,341 $ 113,001 $ 553,703 60 Table of Contents Transition Services Agreements In connection with the eDOCS and Vertica divestitures, the Company entered into separate transition services agreements (TSAs) with NetDocuments and Rocket Software, respectively, pursuant to which the Company agreed to provide certain transition services for up to 12 months following the closing date for the eDOCS divestiture and up to 18 months following the closing date for the Vertica divestiture. The costs of these transition services are reimbursable by NetDocuments and Rocket Software, respectively. In connection with the AMC Divestiture, the Company entered into a TSA with Rocket Software, whereby the Company agreed to provide certain transition services to Rocket Software for up to 24 months following the closing date. These transition service costs were reimbursable by Rocket Software. All transition services pursuant to the TSA with Rocket Software were completed as of June 30, 2025. The following table illustrates the financial statement impact of these TSA reimbursements for the periods presented, which were recorded as an offset to the respective costs incurred, within our Consolidated Statements of Income. Year Ended June 30, (In thousands) 2026 2025 2024 Customer support cost of revenue $ 329 $ 1,352 $ 543 Professional service and other cost of revenue 173 335 123 Research and development 262 715 258 Sales and marketing 118 2,823 1,009 General and administrative 1,818 26,379 9,583 Total $ 2,700 $ 31,604 $ 11,516 61 Table of Contents Summary of Results of Operations Year Ended June 30, (In thousands) 2026 Change increase (decrease) 2025 Change increase (decrease) 2024 Total Revenues by Product Type: Cloud services and subscriptions $ 1,958,554 $ 102,080 $ 1,856,474 $ 35,950 $ 1,820,524 Customer support 2,287,449 (46,588) 2,334,037 (379,260) 2,713,297 License 678,465 52,851 625,614 (208,548) 834,162 Professional service and other 321,933 (30,347) 352,280 (49,314) 401,594 Total revenues 5,246,401 77,996 5,168,405 (601,172) 5,769,577 Total Cost of Revenues 1,377,940 (56,178) 1,434,118 (144,431) 1,578,549 Total GAAP-based Gross Profit 3,868,461 134,174 3,734,287 (456,741) 4,191,028 Total GAAP-based Gross Margin % 73.7 % 72.3 % 72.6 % Total GAAP-based Operating Expenses 2,785,864 (55,734) 2,841,598 (462,345) 3,303,943 Total GAAP-based Income from Operations $ 1,082,597 $ 189,908 $ 892,689 $ 5,604 $ 887,085 % Revenues by Product Type: Cloud services and subscriptions 37.3 % 35.9 % 31.6 % Customer support 43.6 % 45.2 % 47.0 % License 12.9 % 12.2 % 14.4 % Professional service and other 6.2 % 6.7 % 7.0 % Total Cost of Revenues by Product Type: Cloud services and subscriptions $ 700,617 $ 2,688 $ 697,929 $ (15,830) $ 713,759 Customer support 231,670 (18,640) 250,310 (42,423) 292,733 License 25,132 (6,807) 31,939 6,331 25,608 Professional service and other 245,912 (19,248) 265,160 (37,367) 302,527 Amortization of acquired technology-based intangible assets 174,609 (14,171) 188,780 (55,142) 243,922 Total cost of revenues $ 1,377,940 $ (56,178) $ 1,434,118 $ (144,431) $ 1,578,549 % GAAP-based Gross Margin by Product Type: Cloud services and subscriptions 64.2 % 62.4 % 60.8 % Customer support 89.9 % 89.3 % 89.2 % License 96.3 % 94.9 % 96.9 % Professional service and other 23.6 % 24.7 % 24.7 % Total Revenues by Geography: (1) Americas (2) $ 2,896,043 $ (42,666) $ 2,938,709 $ (403,172) $ 3,341,881 EMEA (3) 1,881,126 129,583 1,751,543 (126,927) 1,878,470 Asia Pacific (4) 469,232 (8,921) 478,153 (71,073) 549,226 Total revenues $ 5,246,401 $ 77,996 $ 5,168,405 $ (601,172) $ 5,769,577 % Revenues by Geography: Americas (2) 55.2 % 56.9 % 57.9 % EMEA (3) 35.9 % 33.9 % 32.6 % Asia Pacific (4) 8.9 % 9.2 % 9.5 % Other Metrics: GAAP-based gross margin 73.7 % 72.3 % 72.6 % Non-GAAP-based gross margin (5) 77.3 % 76.2 % 77.3 % Net income, attributable to OpenText $ 643,022 $ 435,868 $ 465,090 GAAP-based EPS, diluted $ 2.58 $ 1.65 $ 1.71 Non-GAAP-based EPS, diluted (5) $ 4.42 $ 3.82 $ 4.17 Adjusted EBITDA (5) $ 1,903,162 $ 1,784,465 $ 1,970,200 ______________________ (1)Total revenues by geography are determined based on the location of our direct end customer. (2)Americas consists of countries in North, Central and South America. (3)EMEA consists of countries in Europe, the Middle East and Africa. (4)Asia Pacific primarily consists of Australia, Japan, Singapore, India and China. (5)See “Use of Non-GAAP Financial Measures” (discussed later in this MD&A) for definitions and reconciliations of GAAP-based measures to Non-GAAP-based measures. 62 Table of Contents Impact on Revenues of Divested Businesses and Foreign Currency Divestitures and foreign currency exchange rate fluctuations can affect the comparability of our financial results between periods, particularly with respect to Total revenues. As a global company, changes in foreign currency exchange rates may have an impact on our reported results. Generally, a weaker U.S. Dollar relative to the currencies in which we conduct business has a favorable impact on our reported results, while a stronger U.S. Dollar has an unfavorable impact. We calculate our results adjusted for foreign currency fluctuations (constant currency) by translating current period results of our foreign subsidiaries into U.S. dollars using the exchange rates in effect during the comparable prior period. We believe disclosing the impacts of divestitures and foreign exchange rate fluctuations on Total revenues enhances transparency and facilitates meaningful period-to-period comparisons of our underlying performance. The following tables show the impact of divested businesses and foreign currency on Total revenues for the years ended June 30, 2026 and 2025. Year Ended June 30, (In thousands) 2026 Impact of foreign exchange Change increase (decrease) excluding foreign exchange 2025 Total Revenues by Product Type: Cloud services and subscriptions (1) $ 1,958,174 $ 39,125 $ 63,403 $ 1,855,646 Customer support (1) 2,236,414 64,300 (88,166) 2,260,280 License (1) 649,343 18,330 41,348 589,665 Professional service and other (1) 320,129 11,456 (41,140) 349,813 Divested revenues 82,341 2,747 (33,407) 113,001 Total revenues (as reported) $ 5,246,401 $ 135,958 $ (57,962) $ 5,168,405 % Total revenues growth (as reported) 1.5 % 2.6 % (1.1) % % Total revenues growth excluding divestitures (Non-GAAP) 2.1 % 2.6 % (0.5) % Total Revenues by Product Category: Content $ 2,240,193 $ 72,919 $ 31,327 $ 2,135,947 Business Network 644,233 8,322 2,997 632,914 ITOM 454,358 15,627 (13,962) 452,693 Cybersecurity (Enterprise) 689,733 15,849 (18,385) 692,269 Cybersecurity (SMB & Consumer) 516,631 8,214 (35,019) 543,436 ADM 502,070 11,389 14,786 475,895 Analytics (2) 116,842 891 (6,299) 122,250 Analytics divested revenues 82,341 2,747 (33,407) 113,001 Total revenues $ 5,246,401 $ 135,958 $ (57,962) $ 5,168,405 ______________________ (1)Cloud services and subscriptions, Customer support, License and Professional service and other revenues amount excludes the impact of the Vertica and eDOCS divestitures, which is shown in Divested revenues. (2)Analytics revenues excludes the impact of the Vertica and eDOCS divestitures, which is shown in Analytics divested revenues. 63 Table of Contents Year Ended June 30, (In thousands) 2025 Impact of foreign exchange Change increase (decrease) excluding foreign exchange 2024 Total Revenues by Product Type: Cloud services and subscriptions (1) $ 1,855,646 $ (1,452) $ 37,803 $ 1,819,295 Customer support (1) 2,260,280 (2,861) (90,482) 2,353,623 License (1) 589,665 447 (72,347) 661,565 Professional service and other (1) 349,813 1,046 (32,624) 381,391 Divested revenues 113,001 — (440,702) 553,703 Total revenues (as reported) $ 5,168,405 $ (2,820) $ (598,352) $ 5,769,577 % Total revenues growth (10.4) % — % (10.4) % % Total revenues growth excluding divestitures (Non-GAAP) (3.1) % (0.1) % (3.0) % Total Revenues by Product Category Content $ 2,135,947 $ (395) $ 81,460 $ 2,054,882 Business Network 632,914 (913) (8,511) 642,338 ITOM 452,693 (184) (69,800) 522,677 Cybersecurity (Enterprise) 692,269 (1,419) (37,696) 731,384 Cybersecurity (SMB & Consumer) 543,436 632 (81,564) 624,368 ADM (2) 475,895 (387) (15,787) 492,069 Analytics (3) 122,250 (154) (25,752) 148,156 ADM divested revenues — — (439,943) 439,943 Analytics divested revenues 113,001 — (759) 113,760 Total revenues $ 5,168,405 $ (2,820) $ (598,352) $ 5,769,577 ______________________ (1)Cloud services and subscriptions, Customer support, License and Professional service and other revenues amount excludes the impact of the Vertica and eDOCS divestitures for Fiscal 2025 and the AMC divestiture in Fiscal 2026, which is shown in Divested revenues. (2)ADM revenues excludes the impact of the AMC divestiture for Fiscal 2024, which is shown in ADM divested revenues. (3)Analytics revenues excludes the impact of the Vertica and eDOCS divestitures, which is shown in Analytics divested revenues. 64 Table of Contents Revenues, Cost of Revenues and Gross Margin by Product Type 1) Cloud Services and Subscriptions: Cloud services and subscriptions revenues are from hosting arrangements where in connection with the licensing of software, the end user does not take possession of the software, as well as from end-to-end fully outsourced business-to-business integration solutions to our clients (collectively referred to as cloud arrangements). The software application resides on our hardware or that of a third-party, and the client accesses and uses the software on an as-needed basis via an identified line. Our cloud arrangements can be broadly categorized as platform as a service, software as a service, cloud subscriptions and managed services. For the year ended June 30, 2026, our cloud net renewal rate (Cloud NRR), excluding the impact of Carbonite Inc. and Zix Corporation, decreased to 94% from 96%, as compared to the year ended June 30, 2025. Cloud net renewal rate measures the percentage of annual contract value retained from Enterprise cloud client subscription agreements available to renew, after giving effect to contract expansions (such as price increases and upsells) and reductions (cancellations). Cloud NRR excludes internal portfolio movements (such as migrations to the Company’s other Cloud offerings). Cloud NRR includes enterprise-based clients, which contribute approximately 90% of the Company’s total revenues, and excludes the impact of Carbonite Inc. and Zix Corporation, whose businesses primarily serve our small- and medium-sized business and consumer clients and comprise the remainder of our revenues. Cost of Cloud services and subscriptions revenues is comprised primarily of third-party network usage fees, maintenance of in-house data hardware centers, technical support personnel-related costs and some third-party royalty costs. Year Ended June 30, (In thousands) 2026 Change increase (decrease) 2025 Change increase (decrease) 2024 Cloud Services and Subscriptions: Americas $ 1,350,616 $ 3,522 $ 1,347,094 $ (5,337) $ 1,352,431 EMEA 489,657 93,786 395,871 43,004 352,867 Asia Pacific 118,281 4,772 113,509 (1,717) 115,226 Total Cloud Services and Subscriptions Revenues 1,958,554 102,080 1,856,474 35,950 1,820,524 Cost of Cloud Services and Subscriptions Revenues 700,617 2,688 697,929 (15,830) 713,759 GAAP-based Cloud Services and Subscriptions Gross Profit $ 1,257,937 $ 99,392 $ 1,158,545 $ 51,780 $ 1,106,765 GAAP-based Cloud Services and Subscriptions Gross Margin % 64.2 % 62.4 % 60.8 % % Cloud Services and Subscriptions Revenues by Geography: Americas 69.0 % 72.6 % 74.3 % EMEA 25.0 % 21.3 % 19.4 % Asia Pacific 6.0 % 6.1 % 6.3 % Cloud services and subscriptions revenues increased by $102.1 million or 5.5% during the year ended June 30, 2026 as compared to the prior fiscal year; up 3.4% after excluding the favourable impact of $39.1 million of foreign exchange rate changes. The change was primarily driven by increases in the Content, Business Network, ITOM and ADM product categories, partly offset by decreases in the Cybersecurity (SMB & Consumer), Cybersecurity (Enterprise) and Analytics product categories. Geographically, the overall change was attributable to an increase in EMEA of $93.8 million, an increase in Asia Pacific of $4.8 million, and an increase in Americas of $3.5 million. There were 191 cloud services contracts greater than $1.0 million that closed during Fiscal 2026, compared to 149 contracts during Fiscal 2025. Cost of Cloud services and subscriptions revenues increased by $2.7 million during the year ended June 30, 2026 as compared to the prior fiscal year. This was primarily due to an increase in third-party network usage fees of $6.5 million, partially offset by a decrease in labour-related costs of $3.1 million. Overall, the gross margin percentage on Cloud services and subscriptions revenues increased to 64% from 62%. 65 Table of Contents 2) Customer Support: Customer support revenues consist of revenues from our customer support and maintenance agreements. These agreements allow our clients to receive technical support, enhancements and upgrades to new versions of our software products when available. Customer support revenues are generated from support and maintenance relating to current year sales of software products and from the renewal of existing maintenance agreements for software licenses sold in prior periods. Therefore, changes in Customer support revenues do not always correlate directly to the changes in license revenues from period to period. The terms of support and maintenance agreements are typically twelve months, and are renewable, generally on an annual basis, at the option of the customer. Our management reviews our customer support renewal rates on a quarterly basis, and we use these rates as a method of monitoring our customer service performance. For the year ended June 30, 2026, our customer support net renewal rate (Customer Support NRR), excluding the impact of Carbonite Inc. and Zix Corporation, increased to 93% from 91%, for the year ended June 30, 2025. Customer Support NRR measures the percentage of annual contract value retained from Enterprise customer support agreements available to renew, after giving effect to contract expansions (such as price increases and upsells) and reductions (cancellations). Customer Support NRR excludes internal portfolio movements (such as migrations to the Company's Cloud and other offerings). Customer Support NRR includes enterprise-based clients, which contribute approximately 90% of the Company’s revenues, and excludes the impact of Carbonite Inc. and Zix Corporation, whose businesses primarily serve small- and medium-sized business and consumer clients and comprise the remainder of our revenues. Cost of Customer support revenues is comprised primarily of technical support personnel and related costs, as well as third-party royalty costs. Year Ended June 30, (In thousands) 2026 Change increase (decrease) 2025 Change increase (decrease) 2024 Customer Support Revenues: Americas $ 1,139,683 $ (63,032) $ 1,202,715 $ (251,356) $ 1,454,071 EMEA 926,757 24,716 902,041 (89,740) 991,781 Asia Pacific 221,009 (8,272) 229,281 (38,164) 267,445 Total Customer Support Revenues 2,287,449 (46,588) 2,334,037 (379,260) 2,713,297 Cost of Customer Support Revenues 231,670 (18,640) 250,310 (42,423) 292,733 GAAP-based Customer Support Gross Profit $ 2,055,779 $ (27,948) $ 2,083,727 $ (336,837) $ 2,420,564 GAAP-based Customer Support Gross Margin % 89.9 % 89.3 % 89.2 % % Customer Support Revenues by Geography: Americas 49.8 % 51.5 % 53.6 % EMEA 40.5 % 38.6 % 36.6 % Asia Pacific 9.7 % 9.9 % 9.8 % Customer support revenues decreased by $46.6 million or 2.0% during the year ended June 30, 2026 as compared to the prior fiscal year; down 4.8% after excluding the favourable impact of $66.5 million of foreign exchange rate changes. Geographically, the overall change was attributable to a decrease in Americas of $63.0 million and a decrease in Asia Pacific of $8.3 million, partially offset by an increase in EMEA of $24.7 million. Cost of Customer support revenues decreased by $18.6 million during the year ended June 30, 2026 as compared to the prior fiscal year, primarily due to a decrease in labour-related costs of $17.6 million. Overall, the gross margin percentage on Customer support revenues increased to 90% from 89%. 3) License: Our License revenue can be broadly categorized as perpetual licenses, term licenses and subscription licenses. Our License revenues are impacted by the strength of general economic and industry conditions, the competitive strength of our software products and our acquisitions. Cost of License revenues consists primarily of royalties payable to third parties. 66 Table of Contents Year Ended June 30, (In thousands) 2026 Change increase (decrease) 2025 Change increase (decrease) 2024 License Revenues: Americas $ 300,455 $ 36,204 $ 264,251 $ (115,849) $ 380,100 EMEA 297,836 22,112 275,724 (62,373) 338,097 Asia Pacific 80,174 (5,465) 85,639 (30,326) 115,965 Total License Revenues 678,465 52,851 625,614 (208,548) 834,162 Cost of License Revenues 25,132 (6,807) 31,939 6,331 25,608 GAAP-based License Gross Profit $ 653,333 $ 59,658 $ 593,675 $ (214,879) $ 808,554 GAAP-based License Gross Margin % 96.3 % 94.9 % 96.9 % % License Revenues by Geography: Americas 44.3 % 42.2 % 45.6 % EMEA 43.9 % 44.1 % 40.5 % Asia Pacific 11.8 % 13.7 % 13.9 % License revenues increased by $52.9 million or 8.4% during the year ended June 30, 2026 as compared to the prior fiscal year; up 5.4% after excluding the favourable impact of $18.8 million of foreign exchange rate changes. Geographically, the overall change was attributable to an increase in Americas of $36.2 million and an increase in EMEA of $22.1 million, partially offset by a decrease in Asia Pacific of $5.5 million. During Fiscal 2026, we closed 245 license contracts greater than $0.5 million, of which 98 contracts were greater than $1.0 million, contributing $342.5 million of License revenues. This was compared to 211 license contracts greater than $0.5 million during Fiscal 2025, of which 79 contracts were greater than $1.0 million, contributing $228.5 million of License revenues. Cost of License revenues decreased by $6.8 million during the year ended June 30, 2026 as compared to the prior fiscal year. Overall, the gross margin percentage on License revenues increased to 96% from 95%. 4) Professional Service and Other: Professional service and other revenues consist of revenues from consulting contracts and contracts to provide implementation, training and integration services (professional services). Other revenues consist of hardware revenues, which are included within the “Professional service and other” category because they are relatively immaterial to our service revenues. Professional services are typically performed after the purchase of new software licenses. Professional service and other revenues can vary from period to period based on the type of engagements as well as those implementations that are assumed by our partner network. Cost of Professional service and other revenues consists primarily of the costs of providing integration, configuration and training with respect to our various software products. The most significant components of these costs are personnel-related expenses, travel costs and third-party subcontracting. 67 Table of Contents Year Ended June 30, (In thousands) 2026 Change increase (decrease) 2025 Change increase (decrease) 2024 Professional Service and Other Revenues: Americas $ 105,289 $ (19,360) $ 124,649 $ (30,630) $ 155,279 EMEA 166,876 (11,031) 177,907 (17,818) 195,725 Asia Pacific 49,768 44 49,724 (866) 50,590 Total Professional Service and Other Revenues 321,933 (30,347) 352,280 (49,314) 401,594 Cost of Professional Service and Other Revenues 245,912 (19,248) 265,160 (37,367) 302,527 GAAP-based Professional Service and Other Gross Profit $ 76,021 $ (11,099) $ 87,120 $ (11,947) $ 99,067 GAAP-based Professional Service and Other Gross Margin % 23.6 % 24.7 % 24.7 % % Professional Service and Other Revenues by Geography: Americas 32.7 % 35.4 % 38.7 % EMEA 51.8 % 50.5 % 48.7 % Asia Pacific 15.5 % 14.1 % 12.6 % Professional service and other revenues decreased by $30.3 million or 8.6% during the year ended June 30, 2026 as compared to the prior fiscal year; down 11.9% after excluding the favourable impact of $11.5 million of foreign exchange rate changes. Geographically, the overall change was attributable to a decrease in Americas of $19.4 million and a decrease in EMEA of $11.0 million. Cost of Professional service and other revenues decreased by $19.2 million during the year ended June 30, 2026 as compared to the prior fiscal year. This was primarily due to a decrease in labour-related costs of $20.5 million. Overall, the gross margin percentage on Professional service and other revenues decreased to 24% from 25%. Amortization of Acquired Technology-based Intangible Assets Year Ended June 30, (In thousands) 2026 Change increase (decrease) 2025 Change increase (decrease) 2024 Amortization of acquired technology-based intangible assets $ 174,609 $ (14,171) $ 188,780 $ (55,142) $ 243,922 Amortization of acquired technology-based intangible assets decreased during the year ended June 30, 2026 by $14.2 million as compared to the prior fiscal year. This was primarily due to reduced amortization related to technology-based intangible assets from previous acquisitions becoming fully amortized, and a reduction in amortization related to the Vertica Divestiture. 68 Table of Contents Operating Expenses Year Ended June 30, (In thousands) 2026 Change increase (decrease) 2025 Change increase (decrease) 2024 Research and development $ 647,707 $ (108,229) $ 755,936 $ (108,527) $ 864,463 Sales and marketing 1,136,030 76,533 1,059,497 (103,637) 1,163,134 General and administrative 436,566 8,755 427,811 (149,227) 577,038 Depreciation 143,938 13,365 130,573 (1,026) 131,599 Amortization of acquired customer-based intangible assets 288,603 (33,288) 321,891 (110,513) 432,404 Special charges (recoveries) 133,020 (12,870) 145,890 10,585 135,305 Total operating expenses $ 2,785,864 $ (55,734) $ 2,841,598 $ (462,345) $ 3,303,943 % of Total Revenues: Research and development 12.3 % 14.6 % 15.0 % Sales and marketing 21.7 % 20.5 % 20.2 % General and administrative 8.3 % 8.3 % 10.0 % Depreciation 2.7 % 2.5 % 2.3 % Amortization of acquired customer-based intangible assets 5.5 % 6.2 % 7.5 % Special charges (recoveries) 2.5 % 2.8 % 2.3 % Research and development expenses consist primarily of payroll and payroll-related benefits expenses, contracted research and development expenses and facility costs. Research and development enables organic growth and improves product stability and functionality, and accordingly, we dedicate extensive efforts to updating and upgrading our product offerings. The primary drivers are typically software upgrades and development. Change between Fiscal Years increase (decrease) (In thousands) 2026 and 2025 2025 and 2024 Payroll and payroll-related benefits $ (83,441) $ (53,387) Contract labour and consulting (6,661) (15,317) Share-based compensation (10,879) (13,507) Travel and communication (1,523) (1,529) Facilities (5,382) (19,137) Other miscellaneous (343) (5,650) Total change in research and development expenses $ (108,229) $ (108,527) Research and development expenses decreased by $108.2 million during the year ended June 30, 2026, as compared to the prior fiscal year, primarily from restructuring and other cost savings initiatives. Payroll and payroll-related benefits, which is comprised of salaries, benefits and variable short-term incentives, decreased by $83.4 million, share-based compensation expense decreased by $10.9 million, contract labour and consulting decreased by $6.7 million and facility-related expenses decreased by $5.4 million. Overall, our research and development expenses, as a percentage of total revenues, decreased to 12% compared to 15% in the prior fiscal year. Our research and development labour resources decreased by 1,091 employees, from 7,432 employees at June 30, 2025 to 6,341 employees at June 30, 2026. 69 Table of Contents Sales and marketing expenses consist primarily of personnel expenses and costs associated with advertising, marketing events and trade shows. Change between Fiscal Years increase (decrease) (In thousands) 2026 and 2025 2025 and 2024 Payroll and payroll-related benefits $ 64,097 $ (71,022) Commissions 34,041 (13,673) Contract labour and consulting (3,375) (4,250) Share-based compensation (6,872) (8,851) Travel and communication 6,794 (2,005) Marketing expenses (3,470) 1,781 Facilities (7,185) (7,712) Credit loss expense (recovery) (2,283) 4,269 Other miscellaneous (5,214) (2,174) Total change in sales and marketing expenses $ 76,533 $ (103,637) Sales and marketing expenses increased by $76.5 million during the year ended June 30, 2026, as compared to the prior fiscal year, primarily driven by investments in sales employees and higher commissions from increased large-deal volumes in both License and Cloud services contracts. Payroll and payroll-related benefits, which is comprised of salaries, benefits and variable short-term incentives, increased by $64.1 million, commissions increased by $34.0 million and travel and communication expenses increased by $6.8 million, partially offset by decreases in facility-related expenses of $7.2 million, share-based compensation expense of $6.9 million, and contract labour and consulting expenses of $3.4 million. Overall, our sales and marketing expenses, as a percentage of total revenues, increased to 22% compared to 20% in the prior fiscal year. Our sales and marketing labour resources decreased by 19 employees, from 3,959 employees at June 30, 2025 to 3,940 employees at June 30, 2026. General and administrative expenses consist primarily of payroll and payroll related benefits expenses, related overhead, audit fees, other professional fees, contract labour and consulting expenses and public company costs. Change between Fiscal Years increase (decrease) (In thousands) 2026 and 2025 2025 and 2024 Payroll and payroll-related benefits $ (12,666) $ (38,794) Contract labour and consulting 15,741 (23,550) Share-based compensation (1,426) (6,697) Travel and communication (2,679) (10,108) Facilities 12,963 3,892 Other miscellaneous (3,178) (73,970) Total change in general and administrative expenses $ 8,755 $ (149,227) General and administrative expenses increased by $8.8 million during the year ended June 30, 2026, as compared to the prior fiscal year. Contract labour and consulting expenses increased by $15.7 million and facility-related expenses increased by $13.0 million. These increases were partially offset by decreases in payroll and payroll-related benefits, which is comprised of salaries, benefits and variable short-term incentives, of $12.7 million, other miscellaneous costs of $3.2 million and travel and communication expenses of $2.7 million. Overall, general and administrative expenses, as a percentage of total revenues, remained stable at 8%. Our general and administrative labour resources decreased by 167 employees, from 2,841 employees at June 30, 2025 to 2,674 employees at June 30, 2026. 70 Table of Contents Depreciation expenses Year Ended June 30, (In thousands) 2026 Change increase (decrease) 2025 Change increase (decrease) 2024 Depreciation $ 143,938 $ 13,365 $ 130,573 $ (1,026) $ 131,599 Depreciation expenses increased during the year ended June 30, 2026 by $13.4 million compared to the prior fiscal year. Depreciation expenses as a percentage of total revenue remained stable for the year ended June 30, 2026 at 3% as compared to the prior fiscal year. Amortization of acquired customer-based intangible assets Year Ended June 30, (In thousands) 2026 Change increase (decrease) 2025 Change increase (decrease) 2024 Amortization of acquired customer-based intangible assets $ 288,603 $ (33,288) $ 321,891 $ (110,513) $ 432,404 Amortization of acquired customer-based intangible assets decreased during the year ended June 30, 2026 by $33.3 million as compared to the prior fiscal year. This was primarily due to a reduction in amortization related to customer-based intangible assets from previous acquisitions becoming fully amortized and a reduction in amortization related to the Vertica Divestiture. Special charges (recoveries) Special charges (recoveries) typically relate to amounts that we expect to pay in connection with restructuring plans, acquisition and divestiture-related costs and other similar charges and recoveries. Generally, we implement such plans in the context of integrating acquired entities with existing OpenText operations. Actions related to such restructuring plans are typically completed within a period of one year. In certain limited situations, if the planned activity does not need to be implemented, or an expense lower than anticipated is paid out, we record a recovery of the originally recorded expense to Special charges (recoveries). Year Ended June 30, (In thousands) 2026 Change increase (decrease) 2025 Change increase (decrease) 2024 Special charges (recoveries) $ 133,020 $ (12,870) $ 145,890 $ 10,585 $ 135,305 Special charges (recoveries) decreased by $12.9 million during the year ended June 30, 2026 as compared to the prior fiscal year. This was primarily due to a decrease in restructuring costs of $31.9 million related to the timing of the Business Optimization Plan, partially offset by an increase in divestiture related costs of $17.0 million and an increase in other miscellaneous charges of $4.8 million, as compared to the prior fiscal year. For more details on Special charges (recoveries), see Note 18 “Special Charges (Recoveries)” to our Consolidated Financial Statements. 71 Table of Contents Other Income (Expense), Net The components of other income (expense), net were as follows: Year Ended June 30, (In thousands) 2026 Change increase (decrease) 2025 Change increase (decrease) 2024 Foreign exchange gains (losses) $ 3,228 $ 28,116 $ (24,888) $ (26,090) $ 1,202 Unrealized gains (losses) on derivatives not designated as hedges (1) 27,369 71,655 (44,286) (47,402) 3,116 Realized gains (losses) on derivatives not designated as hedges (2) — 10,380 (10,380) (10,380) — OpenText share in net income (loss) of equity investees (3) (4,049) (4,279) 230 18,424 (18,194) Loss on debt extinguishment (4) (18,787) (18,787) — 56,393 (56,393) Gain (adjustments to gain) on divestitures (5) 76,136 80,311 (4,175) (433,277) 429,102 Other miscellaneous income (expense) 1,978 1,266 712 1,154 (442) Total other income (expense), net $ 85,875 $ 168,662 $ (82,787) $ (441,178) $ 358,391 ______________________ (1)Represents the unrealized gains (losses) on our derivatives not designated as hedges (see Note 17 “Derivative Instruments and Hedging Activities” to our Consolidated Financial Statements for more details). (2)Represents the realized gains (losses) on our derivatives not designated as hedges (see Note 17 “Derivative Instruments and Hedging Activities” to our Consolidated Financial Statements for more details). (3)Represents our share in net income of equity investees, which approximates fair value and subject to volatility based on market trends and business conditions, based on our interest in certain investment funds in which we are a limited partner. Our interests in each of these investees range from 4% to below 20% and these investments are accounted for using the equity method (see Note 9 “Prepaid Expenses and Other Assets” to our Consolidated Financial Statements for more details). (4)During the year ended June 30, 2026, we recognized a loss on debt extinguishment of $18.8 million related to the acceleration and recognition of unamortized debt discount and issuance costs resulting from the prepayment of $613.0 million of the Acquisition Term Loan in Fiscal 2026. During the year ended June 30, 2024, the Company recognized a loss on debt extinguishment of $56.4 million related to the acceleration and recognition of unamortized debt discount and issuance costs resulting from the optional repayments and prepayments of the Acquisition Term Loan and Term Loan B in Fiscal 2024 (see Note 11 “Long-Term Debt” to our Consolidated Financial Statements for more details). (5)For the year ended June 30, 2026, the gain related to the eDOCS and Vertica divestitures. For the year ended June 30, 2025, the adjustment to the gain represents the final settlement of working capital and other adjustments related to the AMC Divestiture. On May 1, 2024, the Company completed the sale of its AMC business, which resulted in a gain on disposition (see Note 19 “Acquisitions and Divestitures” to our Consolidated Financial Statements for more details). Interest and Other Related Expense, Net Interest and other related expense, net is primarily comprised of interest paid and accrued on our debt facilities, offset by interest income earned on our cash and cash equivalents. Year Ended June 30, (In thousands) 2026 Change increase (decrease) 2025 Change increase (decrease) 2024 Interest expense related to total outstanding debt (1) $ 321,691 $ (29,674) $ 351,365 $ (184,567) $ 535,932 Interest income (42,294) 7,264 (49,558) (422) (49,136) Other miscellaneous expense (2) 30,198 4,174 26,024 (3,360) 29,384 Total interest and other related expense, net $ 309,595 $ (18,236) $ 327,831 $ (188,349) $ 516,180 ______________________ (1)For more details see Note 11 “Long-Term Debt” to our Consolidated Financial Statements. (2)Other miscellaneous expense primarily consists of the amortization of debt discount and the debt issuance costs. For more details see Note 11 “Long-Term Debt” to our Consolidated Financial Statements. 72 Table of Contents Provision for (recovery of) Income Taxes We operate in several tax jurisdictions and are exposed to various foreign tax rates. Year Ended June 30, (In thousands) 2026 Change increase (decrease) 2025 Change increase (decrease) 2024 Provision for (recovery of) income taxes $ 215,614 $ 169,609 $ 46,005 $ (218,007) $ 264,012 The effective tax rate increased to 25.1% for the year ended June 30, 2026, compared to 9.5% for the year ended June 30, 2025. Tax expense increased from $46.0 million during the year ended June 30, 2025 to $215.6 million during the year ended June 30, 2026. The increase in the effective tax rate was driven by an increase to withholding taxes on undistributed earnings, a decrease in uncertain tax position statute expirations and a decrease in amended return benefits in the year ended June 30, 2026 as compared to the year ended June 30, 2025. On July 4, 2025, the One Big Beautiful Bill Act (the OBBBA) was enacted, introducing amendments to U.S. tax laws with various effective dates. Key income tax-related provisions of the OBBBA include provisions related to bonus depreciation, research and development expenditures, interest expense deductibility, and revisions to international tax regimes. The enacted legislation had an immaterial impact on the Company’s effective tax rate for the year ended June 30, 2026. For information on certain potential tax contingencies, including the CRA matter, see Note 14 “Guarantees and Contingencies” and Note 15 “Income Taxes” to our Consolidated Financial Statements. Also see Part I, Item 1A, “Risk Factors” within this Annual Report on Form 10-K. 73 Table of Contents Liquidity and Capital Resources The following tables set forth changes in cash flows from operating, investing and financing activities for the periods indicated: (In thousands) As of June 30, 2026 Change increase (decrease) As of June 30, 2025 Change increase (decrease) As of June 30, 2024 Cash and cash equivalents $ 956,024 $ (200,472) $ 1,156,496 $ (124,166) $ 1,280,662 Restricted cash (1) 1,230 (380) 1,610 (521) 2,131 Total cash, cash equivalents and restricted cash $ 957,254 $ (200,852) $ 1,158,106 $ (124,687) $ 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 (see Note 9 “Prepaid Expenses and Other Assets” to our Consolidated Financial Statements for more details). Year Ended June 30, (In thousands) 2026 Change 2025 Change 2024 Cash provided by operating activities $ 1,006,817 $ 176,199 $ 830,618 $ (137,073) $ 967,691 Cash provided by (used in) investing activities 117,177 270,685 (153,508) (2,208,825) 2,055,317 Cash used in financing activities (1,319,140) (484,461) (834,679) 2,127,225 (2,961,904) Cash and cash equivalents Cash and cash equivalents primarily consist of balances with banks as well as deposits with original maturities of 90 days or less. We continue to anticipate that our cash and cash equivalents, as well as available credit facilities, will be sufficient to fund our anticipated cash requirements for working capital, contractual commitments, capital expenditures, dividends and operating needs for the next twelve months. Any further material or acquisition-related activities may require additional sources of financing and would be subject to the financial covenants established under our credit facilities. For more details, see “Long-term Debt and Credit Facilities” below. As of June 30, 2026, we have recognized a deferred income tax liability of $43.2 million (June 30, 2025—$20 million) on taxable temporary differences related to the undistributed earnings of certain non-U.S. subsidiaries and planned periodic repatriations from certain German and Indian subsidiaries, that will be subject to withholding taxes upon distribution. Cash flows from operating activities Cash flows from operating activities increased by $176.2 million during the year ended June 30, 2026, as compared to the same period in the prior fiscal year principally related to an increase in net income after the impact of non-cash items of $140.4 million, partially offset by an increase in net changes from working capital of $35.8 million. During the fourth quarter of Fiscal 2026 we had a days sales outstanding (DSO) of 50 days, compared to our DSO of 45 days during the fourth quarter of Fiscal 2025. The per day impact of our DSO in the fourth quarter of Fiscal 2026 and Fiscal 2025 on our cash flows was $15.0 million and $14.6 million, respectively. In arriving at DSO, we exclude contract assets as these assets do not provide an unconditional right to the related consideration from the client. Cash flows from investing activities Our cash flows from investing activities are primarily on account of acquisitions, divestitures and additions of property and equipment. Cash flows provided by investing activities increased by $270.7 million during the year ended June 30, 2026, as compared to the same period in the prior fiscal year primarily due to cash consideration received from divestitures during Fiscal 2026 of $311.9 million, a payment of $11.7 million made in the prior year related to working capital net settlement on the AMC Divestiture and a payment of $10.4 million related to the termination of certain of our outstanding 5-year EUR/USD cross currency swaps in the prior year. These increases were partially offset by 74 Table of Contents increased additions for property and equipment of $56.1 million and a decrease in proceeds from other investing activities of $7.2 million. Cash flows from financing activities Our cash flows from financing activities generally consist of long-term debt financing and amounts received from stock options exercised by our employees and Employee Stock Purchase Plan (ESPP) purchases by our employees. These inflows are typically offset by scheduled and non-scheduled repayments of our long-term debt financing and, when applicable, the payment of dividends and/or repurchases of our Common Shares. Cash flows used in financing activities increased by $484.5 million during the year ended June 30, 2026 as compared to the prior fiscal year. This is primarily due to the net impact of the following activities: (i)$613.0 million increase in prepayments and repayments of long-term debt The increase in cash flows used in financing activities above was partially offset by the following decreases: (i)$74.6 million related to cash used in the repurchases of Common Shares and treasury stock; (ii)$21.0 million related to higher proceeds from the issuance of Common Shares from the exercise of options and the ESPP; and (iii)$29.5 million due to net change in TSA obligations driven by cash collections for certain transition services performed by the Company related to the divestitures. Cash Dividends During the year ended June 30, 2026, we declared and paid cash dividends of $1.10 per Common Share in the aggregate amount of $268.4 million (year ended June 30, 2025 and 2024—$1.05 and $1.00 per Common Share, respectively, in the aggregate amount of $271.5 million and $267.4 million, respectively). Future declarations of dividends and the establishment of future record and payment dates are subject to final determination and discretion of the Board. See Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities—Dividend Policy included in this Annual Report on Form 10-K for more information. Long-term Debt and Credit Facilities Senior Unsecured Fixed Rate Notes Senior Notes 2031 On November 24, 2021, Open Text Holdings, Inc. (OTHI), a wholly-owned indirect subsidiary of the Company, issued $650 million in aggregate principal amount of 4.125% senior notes due 2031 guaranteed by the Company (Senior Notes 2031) in an unregistered offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (Securities Act), and to certain non-U.S. persons in offshore transactions pursuant to Regulation S under the Securities Act. Senior Notes 2031 bear interest at a rate of 4.125% per annum, payable semi-annually in arrears on June 1 and December 1, commencing on June 1, 2022. Senior Notes 2031 will mature on December 1, 2031, unless earlier redeemed, in accordance with their terms, or repurchased. On July 1, 2024, OTHI merged with and into Open Text Inc. (OTI), a wholly-owned indirect subsidiary of the Company. As a result of the merger, OTI assumed all rights and obligations of OTHI concerning the Senior Notes 2031, effective July 1, 2024. OTI may redeem all or a portion of the Senior Notes 2031 at any time prior to December 1, 2026 at a redemption price equal to 100% of the principal amount of the Senior Notes 2031 plus an applicable premium, plus accrued and unpaid interest, if any, to the redemption date. OTI may also redeem up to 40% of the aggregate principal amount of the Senior Notes 2031, on one or more occasions, prior to December 1, 2024, using the net proceeds from certain qualified equity offerings at a redemption price of 104.125% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date, subject to compliance with certain conditions. OTI may, on one or more occasions, redeem the Senior Notes 2031, in whole or in part, at any time on and after December 1, 2026 at the applicable redemption prices set forth in the indenture governing the Senior Notes 2031, dated as of November 24, 2021, among OTI, the Company, the subsidiary guarantors party thereto, The Bank of New York Mellon, as U.S. trustee, and BNY Trust Company of Canada, as Canadian trustee (the 2031 Indenture), plus accrued and unpaid interest, if any, to the redemption date. 75 Table of Contents If we experience one of the kinds of change of control triggering events specified in the 2031 Indenture, OTI will be required to make an offer to repurchase the Senior Notes 2031 at a price equal to 101% of the principal amount of the Senior Notes 2031, plus accrued and unpaid interest, if any, to the date of purchase. The 2031 Indenture contains covenants that limit OTI, the Company and certain of the Company’s subsidiaries’ ability to, among other things: (i) create certain liens and enter into sale and lease-back transactions; (ii) in the case of our non-guarantor subsidiaries, create, assume, incur or guarantee additional indebtedness of OTI, the Company or the guarantors without such subsidiary becoming a subsidiary guarantor of Senior Notes 2031; and (iii) consolidate, amalgamate or merge with, or convey, transfer, lease or otherwise dispose of its property and assets substantially as an entirety to, another person. These covenants are subject to a number of important limitations and exceptions as set forth in the 2031 Indenture. The 2031 Indenture also provides for events of default, which, if any of them occurs, may permit or, in certain circumstances, require the principal, premium, if any, interest and any other monetary obligations on all the then-outstanding Senior Notes 2031 to be due and payable immediately. Senior Notes 2031 are guaranteed on a senior unsecured basis by the Company and the Company’s existing and future wholly-owned subsidiaries (other than OTI) that borrow or guarantee the obligations under our senior credit facilities. Senior Notes 2031 and the guarantees rank equally in right of payment with all of the Company’s, OTI’s and the guarantors’ existing and future senior unsubordinated debt and will rank senior in right of payment to all of the Company’s, OTI’s and the guarantors’ future subordinated debt. Senior Notes 2031 and the guarantees will be effectively subordinated to all of the Company’s, OTI’s and the guarantors’ existing and future secured debt, including the obligations under the senior credit facilities, to the extent of the value of the assets securing such secured debt. The foregoing description of the 2031 Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the 2031 Indenture, which is filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on November 24, 2021. For further details relating to our debt, see Note 11 “Long-Term Debt” to our Consolidated Financial Statements. Senior Notes 2030 On February 18, 2020, OTHI issued $900 million in aggregate principal amount of 4.125% senior notes due 2030 guaranteed by the Company (Senior Notes 2030) in an unregistered offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act, and to certain non-U.S. persons in offshore transactions pursuant to Regulation S under the Securities Act. Senior Notes 2030 bear interest at a rate of 4.125% per annum, payable semi-annually in arrears on February 15 and August 15, commencing on August 15, 2020. Senior Notes 2030 will mature on February 15, 2030, unless earlier redeemed, in accordance with their terms, or repurchased. As a result of the merger of OTHI with and into OTI, OTI assumed all rights and obligations of OTHI concerning the Senior Notes 2030, effective July 1, 2024. OTI may, on one or more occasions, redeem the Senior Notes 2030, in whole or in part, at any time at the applicable redemption prices set forth in the indenture governing the Senior Notes 2030, dated as of February 18, 2020, among OTI, the Company, the subsidiary guarantors party thereto, The Bank of New York Mellon, as U.S. trustee, and BNY Trust Company of Canada, as Canadian trustee (the 2030 Indenture), plus accrued and unpaid interest, if any, to the redemption date. If we experience one of the kinds of change of control triggering events specified in the 2030 Indenture, OTI will be required to make an offer to repurchase the Senior Notes 2030 at a price equal to 101% of the principal amount of the Senior Notes 2030, plus accrued and unpaid interest, if any, to the date of purchase. The 2030 Indenture contains covenants that limit the Company, OTI and certain of the Company’s subsidiaries’ ability to, among other things: (i) create certain liens and enter into sale and lease-back transactions; (ii) in the case of our non-guarantor subsidiaries, create, assume, incur or guarantee additional indebtedness of the Company, OTI or the guarantors without such subsidiary becoming a subsidiary guarantor of Senior Notes 2030; and (iii) consolidate, amalgamate or merge with, or convey, transfer, lease or otherwise dispose of its property and assets substantially as an entirety to, another person. These covenants are subject to a number of important limitations and exceptions as set forth in the 2030 Indenture. The 2030 Indenture also provides for events of default, which, if any of them occurs, may permit or, in certain circumstances, require the principal, premium, if any, interest and any other monetary obligations on all the then-outstanding Senior Notes 2030 to be due and payable immediately. 76 Table of Contents Senior Notes 2030 are guaranteed on a senior unsecured basis by the Company and the Company’s existing and future wholly-owned subsidiaries (other than OTI) that borrow or guarantee the obligations under our senior credit facilities. Senior Notes 2030 and the guarantees rank equally in right of payment with all of the Company, OTI and the guarantors’ existing and future senior unsubordinated debt and will rank senior in right of payment to all of the Company, OTI and the guarantors’ future subordinated debt. Senior Notes 2030 and the guarantees will be effectively subordinated to all of the Company, OTI and the guarantors’ existing and future secured debt, including the obligations under the senior credit facilities, to the extent of the value of the assets securing such secured debt. The foregoing description of the 2030 Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the 2030 Indenture, which is filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on February 18, 2020. For further details relating to our debt, see Note 11 “Long-Term Debt” to our Consolidated Financial Statements. Senior Notes 2029 On November 24, 2021, the Company issued $850 million in aggregate principal amount of 3.875% senior notes due 2029 (Senior Notes 2029) in an unregistered offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain non-U.S. persons in offshore transactions pursuant to Regulation S under the Securities Act. Senior Notes 2029 bear interest at a rate of 3.875% per annum, payable semi-annually in arrears on June 1 and December 1, commencing on June 1, 2022. Senior Notes 2029 will mature on December 1, 2029, unless earlier redeemed, in accordance with their terms, or repurchased. We may, on one or more occasions, redeem the Senior Notes 2029, in whole or in part, at any time at the applicable redemption prices set forth in the indenture governing the Senior Notes 2029, dated as of November 24, 2021, among the Company, the subsidiary guarantors party thereto, The Bank of New York Mellon, as U.S. trustee, and BNY Trust Company of Canada, as Canadian trustee (the 2029 Indenture), plus accrued and unpaid interest, if any, to the redemption date. If we experience one of the kinds of change of control triggering events specified in the 2029 Indenture, we will be required to make an offer to repurchase the Senior Notes 2029 at a price equal to 101% of the principal amount of the Senior Notes 2029, plus accrued and unpaid interest, if any, to the date of purchase. The 2029 Indenture contains covenants that limit our and certain of our subsidiaries’ ability to, among other things: (i) create certain liens and enter into sale and lease-back transactions; (ii) in the case of our non-guarantor subsidiaries, create, assume, incur or guarantee additional indebtedness of the Company or the guarantors without such subsidiary becoming a subsidiary guarantor of Senior Notes 2029; and (iii) consolidate, amalgamate or merge with, or convey, transfer, lease or otherwise dispose of its property and assets substantially as an entirety to, another person. These covenants are subject to a number of important limitations and exceptions as set forth in the 2029 Indenture. The 2029 Indenture also provides for events of default, which, if any of them occurs, may permit or, in certain circumstances, require the principal, premium, if any, interest and any other monetary obligations on all the then-outstanding Senior Notes 2029 to be due and payable immediately. Senior Notes 2029 are guaranteed on a senior unsecured basis by our existing and future wholly-owned subsidiaries that borrow or guarantee the obligations under our senior credit facilities. Senior Notes 2029 and the guarantees rank equally in right of payment with all of our and our guarantors’ existing and future senior unsubordinated debt and will rank senior in right of payment to all of our and our guarantors’ future subordinated debt. Senior Notes 2029 and the guarantees will be effectively subordinated to all of our and our guarantors’ existing and future secured debt, including the obligations under the senior credit facilities, to the extent of the value of the assets securing such secured debt. The foregoing description of the 2029 Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the 2029 Indenture, which is filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on November 24, 2021. For further details relating to our debt, see Note 11 “Long-Term Debt” to our Consolidated Financial Statements. Senior Notes 2028 On February 18, 2020, the Company issued $900 million in aggregate principal amount of 3.875% senior notes due 2028 (Senior Notes 2028) in an unregistered offering to qualified institutional buyers pursuant to Rule 144A 77 Table of Contents under the Securities Act and to certain non-U.S. persons in offshore transactions pursuant to Regulation S under the Securities Act. Senior Notes 2028 bear interest at a rate of 3.875% per annum, payable semi-annually in arrears on February 15 and August 15, commencing on August 15, 2020. Senior Notes 2028 will mature on February 15, 2028, unless earlier redeemed, in accordance with their terms, or repurchased. We may, on one or more occasions, redeem the Senior Notes 2028, in whole or in part, at any time at the applicable redemption prices set forth in the indenture governing the Senior Notes 2028, dated as of February 18, 2020, among the Company, the subsidiary guarantors party thereto, The Bank of New York Mellon, as U.S. trustee, and BNY Trust Company of Canada, as Canadian trustee (the 2028 Indenture), plus accrued and unpaid interest, if any, to the redemption date. If we experience one of the kinds of change of control triggering events specified in the 2028 Indenture, we will be required to make an offer to repurchase the Senior Notes 2028 at a price equal to 101% of the principal amount of the Senior Notes 2028, plus accrued and unpaid interest, if any, to the date of purchase. The 2028 Indenture contains covenants that limit our and certain of our subsidiaries’ ability to, among other things: (i) create certain liens and enter into sale and lease-back transactions; (ii) in the case of our non-guarantor subsidiaries, create, assume, incur or guarantee additional indebtedness of the Company or the guarantors without such subsidiary becoming a subsidiary guarantor of Senior Notes 2028; and (iii) consolidate, amalgamate or merge with, or convey, transfer, lease or otherwise dispose of its property and assets substantially as an entirety to, another person. These covenants are subject to a number of important limitations and exceptions as set forth in the 2028 Indenture. The 2028 Indenture also provides for events of default, which, if any of them occurs, may permit or, in certain circumstances, require the principal, premium, if any, interest and any other monetary obligations on all the then-outstanding Senior Notes 2028 to be due and payable immediately. Senior Notes 2028 are guaranteed on a senior unsecured basis by our existing and future wholly-owned subsidiaries that borrow or guarantee the obligations under our senior credit facilities. Senior Notes 2028 and the guarantees rank equally in right of payment with all of our and our guarantors’ existing and future senior unsubordinated debt and will rank senior in right of payment to all of our and our guarantors’ future subordinated debt. Senior Notes 2028 and the guarantees will be effectively subordinated to all of our and our guarantors’ existing and future secured debt, including the obligations under the senior credit facilities, to the extent of the value of the assets securing such secured debt. The foregoing description of the 2028 Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the 2028 Indenture, which is filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on February 18, 2020. For further details relating to our debt, see Note 11 “Long-Term Debt” to our Consolidated Financial Statements. Senior Secured Fixed Rate Notes Senior Secured Notes 2027 On December 1, 2022, the Company issued $1 billion in aggregate principal amount of senior secured notes due 2027 (Senior Secured Notes 2027, and together with the Senior Notes 2031, Senior Notes 2030, Senior Notes 2029, and Senior Notes 2028, the Senior Notes) in connection with the financing of the Micro Focus Acquisition in an unregistered offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain non-U.S. persons in offshore transactions pursuant to Regulation S under the Securities Act. Senior Secured Notes 2027 bear interest at a rate of 6.90% per annum, payable semi-annually in arrears on June 1 and December 1, commencing on June 1, 2023. Senior Secured Notes 2027 will mature on December 1, 2027, unless earlier redeemed, in accordance with their terms, or repurchased. We may redeem all or a portion of the Senior Secured Notes 2027 at any time prior to November 1, 2027 at a redemption price equal to the greater of (a) 100% of the principal amount of the Senior Secured Notes 2027 to be redeemed and (b) the net present value of the remaining scheduled payments of principal and interest thereon discounted to the Par Call Date less interest accrued to the date of redemption, plus accrued and unpaid interest to, but excluding, the redemption date. On or after the Par Call Date (as defined in the 2027 Indenture, as defined below), the Company may redeem the Senior Secured Notes 2027, in whole or in part, at any time and from time to 78 Table of Contents time, at a redemption price equal to 100% of the principal amount of the Senior Secured Notes 2027 being redeemed plus accrued and unpaid interest thereon to the redemption date. If we experience one of the kinds of change of control triggering events specified in the indenture governing the Senior Secured Notes 2027 dated as of December 1, 2022, among the Company, the subsidiary guarantors party thereto, The Bank of New York Mellon, as U.S. trustee, and BNY Trust Company of Canada, as Canadian trustee (the 2027 Indenture), we will be required to make an offer to repurchase the Senior Secured Notes 2027 at a price equal to 101% of the principal amount of the Senior Secured Notes 2027, plus accrued and unpaid interest, if any, to the date of purchase. The 2027 Indenture contains covenants that limit our and certain of the Company’s subsidiaries’ ability to, among other things: (i) create certain liens and enter into sale and lease-back transactions; (ii) create, assume, incur or guarantee additional indebtedness of the Company or certain of the Company’s subsidiaries without such subsidiary becoming a subsidiary guarantor of the Senior Secured Notes 2027; and (iii) consolidate, amalgamate or merge with, or convey, transfer, lease or otherwise dispose of the Company’s property and assets substantially as an entirety to, another person. These covenants are subject to a number of important limitations and exceptions as set forth in the 2027 Indenture. The 2027 Indenture also provides for certain events of default, which, if any of them occurs, may permit or, in certain circumstances, require the principal, premium, if any, interest and any other monetary obligations on all the then-outstanding Senior Secured Notes 2027 to be due and payable immediately. The Senior Secured Notes 2027 are guaranteed on a senior secured basis by certain of the Company’s subsidiaries and are secured with the same priority as the Company’s senior credit facilities. The Senior Secured Notes 2027 and the related guarantees are effectively senior to all of the Company’s and the guarantors’ senior unsecured debt to the extent of the value of the Collateral (as defined in the 2027 Indenture) and are structurally subordinated to all existing and future liabilities of each of the Company’s existing and future subsidiaries that do not guarantee the Senior Secured Notes 2027. For further details relating to our debt, see Note 11 “Long-Term Debt” to our Consolidated Financial Statements. Term Loan B On May 30, 2018, we entered into a credit facility, that provided for a $1 billion term loan facility (Term Loan B) and borrowed $1 billion under the facility to, among other things, repay in full the loans under our prior $800 million term loan facility originally entered into on January 16, 2014. On May 6, 2024, we used a portion of the net proceeds from the AMC Divestiture to prepay in full the then outstanding principal balance of $940 million under Term Loan B, at which point all remaining commitments under Term Loan B were reduced to zero and Term Loan B was terminated. For further details relating to our debt, see Note 11 “Long-Term Debt” to our Consolidated Financial Statements. Revolver On December 19, 2023, we amended the Revolver to, among other things, extend the maturity to December 19, 2028. Borrowings under the Revolver are secured by a first charge over substantially all of our assets, on a pari passu basis with the Acquisition Term Loan (as defined below) and Senior Secured Notes 2027. The Revolver has no fixed repayment date prior to the end of the term. Borrowings under the Revolver bear interest per annum at a floating rate of interest equal to Term SOFR (as defined in the Revolver) and a fixed margin dependent on our consolidated net leverage ratio ranging from 1.25% to 1.75%. Under the Revolver, we must maintain a “consolidated net leverage” ratio of no more than 4.50:1.00 at the end of each financial quarter. Consolidated net leverage ratio is defined for this purpose as the proportion of our total debt reduced by unrestricted cash, including guarantees and letters of credit, over our trailing twelve months net income before interest, taxes, depreciation, amortization, restructuring, share-based compensation and other miscellaneous charges. As of June 30, 2026, our consolidated net leverage ratio, as calculated in accordance with the applicable agreement, was 2.75:1.00. As of June 30, 2026, we had no outstanding balance under the Revolver (June 30, 2025—$0.0 million). For further details relating to our debt, see Note 11 “Long-Term Debt” to our Consolidated Financial Statements. 79 Table of Contents Acquisition Term Loan On December 1, 2022, we amended our first lien term loan facility (the Acquisition Term Loan), dated as of August 25, 2022, to increase the aggregate commitments under the senior secured delayed-draw term loan facility from an aggregate principal amount of $2.585 billion to an aggregate principal amount of $3.585 billion. On August 14, 2023, we entered into the second amendment to the Acquisition Term Loan, to reduce the applicable interest rate margin by 0.75% over the remaining term of the Acquisition Term Loan. On May 15, 2024, we entered into the third amendment to the Acquisition Term Loan, to reduce the applicable interest rate margin by 0.5% and remove the 10-basis point credit spread adjustment for loans bearing interest based on the Secured Overnight Financing Rate (SOFR) rate. On November 27, 2024, we entered into the fourth amendment to the Acquisition Term Loan to reduce the applicable interest rate margin by 0.5%. The reductions in interest rate margin on the Acquisition Term Loan resulting from the amendments were all accounted for by the Company as debt modifications. The Acquisition Term Loan has a seven-year term from the date of funding, and repayments under the Acquisition Term Loan are equal to 0.25% of the principal amount in equal quarterly installments for the life of the Acquisition Term Loan, with the remainder due at maturity. Borrowings under the Acquisition Term Loan currently bear a floating rate of interest equal to Term SOFR (as defined in the Acquisition Term Loan) plus an applicable margin of 1.75%. As of June 30, 2026, the outstanding balance on the Acquisition Term Loan bears an interest rate of 5.37%. As of June 30, 2026, the Acquisition Term Loan bears an effective interest rate of 6.41%. The effective interest rate includes interest expense of $118.7 million and amortization of debt discount and issuance costs of $14.9 million. The Acquisition Term Loan has incremental facility capacity of (i) $250 million plus (ii) additional amounts, subject to meeting a “consolidated senior secured net leverage” ratio not exceeding 2.75:1.00, in each case subject to certain conditions. Consolidated senior secured net leverage ratio is defined for this purpose as the proportion of the Company’s total debt reduced by unrestricted cash, including guarantees and letters of credit, that is secured by the Company’s or any of the Company’s subsidiaries’ assets, over the Company’s trailing four financial quarter net income before interest, taxes, depreciation, amortization, restructuring, share-based compensation and other miscellaneous charges. Under the Acquisition Term Loan, we must maintain a “consolidated net leverage” ratio of no more than 4.50:1.00 at the end of each financial quarter. Consolidated net leverage ratio is defined for this purpose as the proportion of the Company’s total debt reduced by unrestricted cash, including guarantees and letters of credit, over the Company’s trailing four financial quarter net income before interest, taxes, depreciation, amortization, restructuring, share-based compensation and other miscellaneous charges as defined in the Acquisition Term Loan. As of June 30, 2026, our consolidated net leverage ratio, as calculated in accordance with the applicable agreement, was 2.75:1.00. The Acquisition Term Loan is unconditionally guaranteed by certain subsidiary guarantors, as defined in the Acquisition Term Loan, and is secured by a first charge on substantially all of the assets of the Company and the subsidiary guarantors on a pari passu basis with the Revolver and the Senior Secured Notes 2027. During the year ended June 30, 2026, we prepaid an aggregate of $613.0 million of the outstanding principal debt on the Acquisition Term Loan. These prepayments included $163.0 million and $150.0 million funded with proceeds from the eDOCS and Vertica divestitures, respectively. Additionally, we prepaid $300.0 million using cash on hand. As a result of the prepayments, we recognized an $18.8 million loss on debt extinguishment during the year ended June 30, 2026, related to the acceleration and recognition of unamortized debt discount and issuance costs. See Note 19 “Acquisitions and Divestitures” for more details on these divestitures. For further details relating to our debt, see Note 11 “Long-Term Debt” to our Consolidated Financial Statements. Shelf Registration Statement On December 12, 2025, we filed a universal shelf registration statement on Form S-3 with the SEC, which became effective automatically (the Shelf Registration Statement). The Shelf Registration Statement allows for primary and secondary offerings from time to time of equity, debt and other securities, including Common Shares, Preference Shares, debt securities, depositary shares, warrants, purchase contracts, units and subscription receipts. As the Company was eligible to file a “well-known seasoned issuer” (WKSI) base shelf prospectus under National Instrument 44-102 - Shelf Distributions (NI 44-102), it concurrently filed a WKSI base shelf prospectus qualifying the distribution of such securities with the Canadian securities regulators on December 12, 2025. As of the date hereof, the Company remains eligible to file a WKSI base shelf prospectus under NI 44-102. The type of 80 Table of Contents securities and the specific terms thereof will be determined at the time of any offering and will be described in the applicable prospectus supplement to be filed separately with the SEC and Canadian securities regulators. Share Repurchase Plan / Normal Course Issuer Bid On August 6, 2025, the Company renewed its share repurchase plan, pursuant to which we were authorized to purchase for cancellation, over the 12-month period commencing on August 12, 2025 until August 11, 2026, up to an aggregate of $300 million of our Common Shares on the Toronto Stock Exchange (TSX) (as part of the Fiscal 2026 NCIB, as defined below), the NASDAQ and/or alternative trading systems in Canada and/or the U.S. (the Fiscal 2026 Repurchase Plan). On February 10, 2026, we increased the authorized limit of the Fiscal 2026 Repurchase Plan by $200 million to $500 million. The Fiscal 2026 Repurchase Plan included a normal course issuer bid (the Fiscal 2026 NCIB) to provide means to execute purchases over the TSX. Further, as part of the renewal of the Fiscal 2026 NCIB, the Company established an ASPP with its broker to facilitate repurchases of Common Shares. During the year ended June 30, 2026, we repurchased and cancelled 14,761,123 Common Shares for $415.7 million, inclusive of 2% Canadian excise taxes recorded (year ended June 30, 2025 and 2024— 14,524,664 and 5,073,913 Common Shares for $418.3 million and $152.3 million, respectively). Additionally, as of June 30, 2026, we recorded an accrual and a corresponding charge to retained earnings of $10.6 million, representing the estimated value of Common Shares expected to be repurchased following the fiscal quarter ended June 30, 2026 pursuant to the ASPP. In August 2026, the Company renewed its share repurchase plan, pursuant to which we may purchase for cancellation in open market transactions, from time to time over the 12-month period commencing on August 12, 2026 until August 11, 2027, if considered advisable, up to a maximum of 10% of the public float of its Common Shares (calculated in accordance with TSX rules) on the TSX (as part of a Fiscal 2027 NCIB, defined below), the NASDAQ and/or alternative trading systems in Canada and/or the United States, if eligible, subject to applicable law and stock exchange rules (the Fiscal 2027 Repurchase Plan). The price that we are authorized to pay for Common Shares in open market transactions is the market price at the time of purchase or such other price as is permitted by applicable law or stock exchange rules. The Fiscal 2027 Repurchase Plan will be effected in accordance with Rule 10b-18 under the Exchange Act and includes a normal course issuer bid (the Fiscal 2027 NCIB) to provide means to execute purchases over the TSX. The TSX approved the Company’s notice of intention to commence the Fiscal 2027 NCIB. 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) as of July 31, 2026, and the maximum number of Common Shares that can be purchased on a single day is 447,218 Common Shares, which was 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, and subject in any case to the volume and other limitations under Rule 10b-18. Further, as part of the NCIB renewal, the Company has established an ASPP with its broker to facilitate repurchases of Common Shares. 81 Table of Contents Pensions As of June 30, 2026, our total unfunded pension plan obligations were $106.2 million, of which $5.8 million is payable within the next twelve months. We expect to be able to make the long-term and short-term payments related to these obligations in the normal course of operations. Anticipated pension payments under our defined benefit plans for the fiscal years indicated below are as follows: Fiscal years ending June 30, 2027 $ 20,379 2028 18,453 2029 18,643 2030 19,969 2031 21,061 2032 to 2036 115,997 Total $ 214,502 For a detailed discussion on pensions, see Note 12 “Pension Plans and Other Post-Retirement Benefits” to our Consolidated Financial Statements. Commitments and Contractual Obligations As of June 30, 2026, we have entered into the following contractual obligations with minimum payments for the indicated fiscal periods as follows: Payments due between (In thousands) Total July 1, 2026 - June 30, 2027 July 1, 2027 - June 30, 2029 July 1, 2029 - June 30, 2031 July 1, 2031 and beyond Long-term debt obligations (1) $ 6,709,816 $ 319,534 $ 2,395,057 $ 3,331,819 $ 663,406 Operating lease obligations (2) 226,435 71,353 88,783 35,166 31,133 Finance lease obligations (3) 459 459 — — — Obligations for future leases (4) 39,969 2,269 9,175 10,702 17,823 Purchase obligations for contracts not accounted for as lease obligations 257,756 124,372 73,384 40,000 20,000 $ 7,234,435 $ 517,987 $ 2,566,399 $ 3,417,687 $ 732,362 ______________________ (1)Includes interest up to maturity and principal payments. See Note 11 “Long-Term Debt” to our Consolidated Financial Statements. (2)Represents the undiscounted future minimum lease payments under our operating leases liabilities and excludes sublease income expected to be received under our various sublease agreements with third parties. See Note 6 “Leases” to our Consolidated Financial Statements for more details. (3)Represents the undiscounted future minimum lease payments under our finance leases liabilities and excludes sublease income expected to be received under our various sublease agreements with third parties. See Note 6 “Leases” to our Consolidated Financial Statements for more details. (4)Represents the undiscounted future minimum lease payments relating to operating leases signed but not yet commenced as of June 30, 2026. See Note 6 “Leases” and Note 14 “Guarantees and Contingencies” to our Consolidated Financial Statements for more details. Guarantees and Indemnifications We have entered into customer agreements which may include provisions to indemnify our customers against third-party claims that our software products or services infringe certain third-party intellectual property rights and for liabilities related to a breach of our confidentiality obligations. We have not made any material payments in relation to such indemnification provisions and have not accrued any liabilities related to these indemnification provisions in our Consolidated Financial Statements. Occasionally, we enter into financial guarantees with third parties in the ordinary course of our business, including, among others, guarantees relating to taxes and letters of credit on behalf of parties with whom we 82 Table of Contents conduct business. Such agreements have not had a material effect on our results of operations, financial position or cash flows. Litigation We are currently involved in various claims and legal proceedings. Quarterly, we review the status of each significant legal matter and evaluate such matters to determine how they should be treated for accounting and disclosure purposes in accordance with the requirements of ASC Topic 450-20 “Loss Contingencies” (Topic 450-20). Specifically, this evaluation process includes the centralized tracking and itemization of the status of all our disputes and litigation items, discussing the nature of any litigation and claim, including any dispute or claim that is reasonably likely to result in litigation, with relevant internal and external counsel, and assessing the progress of each matter in light of its merits and our experience with similar proceedings under similar circumstances. If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, we accrue a liability for the estimated loss in accordance with Topic 450-20. As of the date of this Annual Report on Form 10-K, the aggregate of such accrued liabilities was not material to our consolidated financial position or results of operations and we do not believe as of the date of this filing that it is reasonably possible that a loss exceeding the amounts already recognized will be incurred that would be material to our consolidated financial position or results of operations. As described more fully below, we are unable at this time to estimate a possible loss or range of losses in respect of certain disclosed matters. Contingencies CRA Matter As part of its ongoing audit of our Canadian tax returns, the CRA has disputed our transfer pricing methodology used for certain intercompany transactions with our international subsidiaries and has issued notices of reassessment for Fiscal 2012, Fiscal 2013, Fiscal 2014, Fiscal 2015 and Fiscal 2016. Assuming the utilization of available tax attributes (further described below), we estimate our potential aggregate liability, as of June 30, 2026, in connection with the CRA’s reassessments for Fiscal 2012 through Fiscal 2016, to be limited to penalties, interest and provincial taxes that may be due of approximately $87.4 million. As of June 30, 2026, we have provisionally paid approximately $32 million in order to fully preserve our rights to object to the CRA’s audit positions, being the minimum payment required under Canadian legislation while the matter is in dispute. This amount is recorded within Long-term income taxes recoverable on the Consolidated Balance Sheets as of June 30, 2026. The notices of reassessment for Fiscal 2012 through Fiscal 2016 would, as drafted, increase our taxable income by approximately $90 million to $100 million for each of those years, as well as impose a 10% penalty on the proposed adjustment to income. Audits by the CRA of our tax returns for fiscal years prior to Fiscal 2012 have been completed with no reassessment of our income tax liability. We strongly disagree with the CRA's positions and believe the reassessments of Fiscal 2012 through Fiscal 2016 (including any penalties) are without merit, and we are continuing to contest these reassessments. On June 30, 2022, we filed a notice of appeal with the Tax Court of Canada seeking to reverse all such reassessments (including penalties) in full and the customary court process is ongoing. Even if we are unsuccessful in challenging the CRA's reassessments to increase our taxable income for Fiscal 2012 through Fiscal 2016, we have elective deductions available for those years (including carry-backs from later years) that would offset such increased amounts so that no additional cash tax would be payable, exclusive of any assessed penalties and interest, as described above. The CRA has audited Fiscal 2017 through Fiscal 2021 on a basis that we strongly disagree with and are contesting. The focus of the CRA audit has been the valuation of certain intellectual property and goodwill when one of our subsidiaries continued into Canada from Luxembourg in July 2016. In accordance with applicable rules, these assets were recognized for tax purposes at fair market value as of that time, which value was supported by an expert valuation prepared by an independent leading accounting and advisory firm. CRA’s position for Fiscal 2017 through Fiscal 2021 relies in significant part on the application of its positions regarding our transfer pricing methodology that are the basis for its reassessment of our fiscal years 2012 to 2016 described above, and that we believe are without merit. Other aspects of CRA’s position for Fiscal 2017 through Fiscal 2021 conflict with the expert valuation prepared by the independent leading accounting and advisory firm that was used to support our original filing position. The CRA issued notices of reassessment in respect of Fiscal 2017 through Fiscal 2021 on a 83 Table of Contents basis consistent with its proposal to reduce the available depreciable basis of assets in Canada. We have filed notices of objection to the reassessments for each of these years. If we are ultimately unsuccessful in defending our position, the estimated impact of the proposed adjustment could result in us recording an income tax expense, with no immediate cash payment, to reduce the stated value of our deferred tax assets of up to approximately $470 million. Any such income tax expense could also have a corresponding cash tax impact that would primarily occur over a period of several future years based upon annual income realization in Canada. We strongly disagree with the CRA’s position for Fiscal 2017 through Fiscal 2021 and intend to vigorously defend our original filing position. We are not required to provisionally pay any cash amounts to the CRA as a result of the reassessment in respect of Fiscal 2017 through Fiscal 2019 due to utilization of available tax attributes; however, for Fiscal 2020 and 2021, we have provisionally paid approximately $40.3 million in order to fully preserve our rights to object to the CRA’s audit positions and intend to make an additional payment of $19.3 million on account of Fiscal 2021 by December 31, 2026. To the extent the CRA reassesses subsequent fiscal years on a similar basis, we may make certain minimum payments required under Canadian legislation. We will continue to vigorously contest the adjustments to our taxable income and any penalty and interest assessments, as well as any reduction to the basis of our depreciable property. We are confident that our original tax filing positions were appropriate. Accordingly, as of the date of this Annual Report on Form 10-K, we have not recorded any accruals in respect of these reassessments or proposed reassessment in our Consolidated Financial Statements. Off-Balance Sheet Arrangements We do not enter into off-balance sheet financing as a matter of practice, except for guarantees relating to taxes and letters of credit on behalf of parties with whom we conduct business. 84 Table of Contents 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 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, 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. Total revenues growth from Content, Business Network, ITOM, and Cybersecurity (Enterprise) product categories in constant currency is calculated as the growth in revenues from the Content, Business Network, ITOM, and Cybersecurity (Enterprise) product categories, adjusted for foreign currency fluctuations by translating current period results of foreign subsidiaries into U.S. dollars using the exchange rates in effect during the comparable prior period. Total cloud services and subscriptions revenues growth from Content, Business Network, ITOM, and Cybersecurity (Enterprise) product categories in constant currency is calculated as the growth in cloud services and subscriptions revenues from the Content, Business Network, ITOM, and Cybersecurity (Enterprise) product categories, adjusted for foreign currency fluctuations by translating current period results of foreign subsidiaries into U.S. dollars using the exchange rates in effect during the comparable prior period. Free cash flows 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 85 Table of Contents 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. The following charts provide unaudited reconciliations of U.S. GAAP-based financial measures to Non-GAAP-based financial measures for the following periods presented. 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 EPS / Non-GAAP-based EPS-diluted, attributable to OpenText $ 2.58 $ 1.84 (8) $ 4.42 ______________________ (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. 86 Table of Contents (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. See Note 18 “Special Charges (Recoveries)” to our Consolidated Financial Statements for more details. (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: 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 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 % 87 Table of Contents Reconciliation of Free Cash Flows Year Ended June 30, 2026 GAAP-based cash flows provided by operating activities $ 1,006,817 Add: Capital expenditures (199,300) Free cash flows $ 807,517 88 Table of Contents 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 EPS / Non-GAAP-based EPS-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. See Note 18 “Special Charges (Recoveries)” to our Consolidated Financial Statements for more details. (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. 89 Table of Contents (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: 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 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 Flows Year Ended June 30, 2025 GAAP-based cash flows provided by operating activities $ 830,618 Add: Capital expenditures (143,222) Free cash flows $ 687,396 90 Table of Contents Reconciliation of selected GAAP-based measures to Non-GAAP-based measures for the year ended June 30, 2024 (In thousands, except for per share data) Year Ended June 30, 2024 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 $ 713,759 $ (12,858) (1) $ 700,901 Customer support 292,733 (4,357) (1) 288,376 Professional service and other 302,527 (6,298) (1) 296,229 Amortization of acquired technology-based intangible assets 243,922 (243,922) (2) — GAAP-based gross profit and gross margin (%) / Non-GAAP-based gross profit and gross margin (%) 4,191,028 72.6% 267,435 (3) 4,458,463 77.3% Operating expenses Research and development 864,463 (40,612) (1) 823,851 Sales and marketing 1,163,134 (46,572) (1) 1,116,562 General and administrative 577,038 (29,382) (1) 547,656 Amortization of acquired customer-based intangible assets 432,404 (432,404) (2) — Special charges (recoveries) 135,305 (135,305) (4) — GAAP-based income from operations / Non-GAAP-based income from operations 887,085 951,710 (5) 1,838,795 Other income (expense), net 358,391 (358,391) (6) — Provision for income taxes 264,012 (78,845) (7) 185,167 GAAP-based net income / Non-GAAP-based net income, attributable to OpenText 465,090 672,164 (8) 1,137,254 GAAP-based EPS/ Non-GAAP-based EPS-diluted, attributable to OpenText $ 1.71 $ 2.46 (8) $ 4.17 ______________________ (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. See Note 18 “Special Charges (Recoveries)” to our Consolidated Financial Statements for more details. (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. 91 Table of Contents (7)Adjustment relates to differences between the GAAP-based tax provision rate of approximately 36% and a Non-GAAP-based tax rate of approximately 14%; 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. Included is the amount of net tax benefits arising from the internal reorganization that occurred in Fiscal 2017 assumed to be allocable to the current period based on the forecasted utilization period. In arriving at our Non-GAAP-based tax rate of approximately 14%, 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, 2024 Per share diluted GAAP-based net income, attributable to OpenText $ 465,090 $ 1.71 Add: Amortization 676,326 2.48 Share-based compensation 140,079 0.51 Special charges (recoveries) 135,305 0.50 Other (income) expense, net (358,391) (1.32) GAAP-based provision for income taxes 264,012 0.97 Non-GAAP-based provision for income taxes (185,167) (0.68) Non-GAAP-based net income, attributable to OpenText $ 1,137,254 $ 4.17 Reconciliation of Adjusted EBITDA Year Ended June 30, 2024 GAAP-based net income, attributable to OpenText $ 465,090 Add: Provision for income taxes 264,012 Interest and other related expense, net 516,180 Amortization of acquired technology-based intangible assets 243,922 Amortization of acquired customer-based intangible assets 432,404 Depreciation 131,599 Share-based compensation 140,079 Special charges (recoveries) 135,305 Other (income) expense, net (358,391) Adjusted EBITDA $ 1,970,200 GAAP-based net income margin 8.1 % Adjusted EBITDA margin 34.1 % Reconciliation of Free Cash Flows Year Ended June 30, 2024 GAAP-based cash flows provided by operating activities $ 967,691 Add: Capital expenditures (159,295) Free cash flows $ 808,396