Form 8-K

8-K — OPEN TEXT CORP

Accession: 0001002638-26-000045

Filed: 2026-05-07

Period: 2026-05-07

CIK: 0001002638

SIC: 7373 (SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN)

Item: Results of Operations and Financial Condition

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — otex-20260507.htm (Primary)

EX-99.1 (q3-26pressreleaseexhibit991.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: otex-20260507.htm · Sequence: 1

otex-20260507

0001002638false00010026382026-05-072026-05-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

______________________

FORM 8-K

______________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 7, 2026

______________________

Open Text Corporation

(Exact name of Registrant as specified in its charter)

______________________

Canada 0-27544 98-0154400

(State or Other Jurisdiction

of Incorporation) (Commission

File Number) (IRS Employer

Identification No.)

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

(Address of principal executive offices)

(519) 888-7111

(Registrant's telephone number, including area code)

______________________

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

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

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

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

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

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

Title of each class

Trading Symbol(s) Name of each exchange on which registered

Common stock without par value OTEX NASDAQ Global Select Market

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

Emerging growth company ☐

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

Item 2.02 Results of Operations and Financial Condition

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

On May 7, 2026, Open Text Corporation (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

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

Item 8.01 Other Events

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

Cash Dividends

Pursuant to the Company's dividend policy, the Board of Directors of the Company has declared a dividend of $0.275 per Common Share, payable on June 19, 2026, to the shareholders of the Company of record on June 5, 2026.

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

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

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.

Description

99.1

Press release of financial results issued by Open Text Corporation on May 7, 2026.

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SIGNATURES

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

OPEN TEXT CORPORATION

May 7, 2026

By:

/s/ STEVE RAI

Steve Rai

Executive Vice President, Chief Financial Officer

Exhibit Index

Exhibit No.

Description

99.1

Press release of financial results issued by Open Text Corporation on May 7, 2026.

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EX-99.1

Filename: q3-26pressreleaseexhibit991.htm · Sequence: 2

Document

Exhibit 99.1

OpenText Reports Third Quarter Fiscal Year 2026 Financial Results

Total Revenues of $1.28B, Cloud Revenue Grows 6.6% Y/Y

Delivers Net Income Margin of 13%, Robust Adjusted EBITDA Margin of 34%

Ayman Antoun Officially Joins as OpenText CEO effective April 20, 2026

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

Total Revenues Cloud Revenues

Profitability

Diluted EPS

Cash Flows

Net Income

A-EBITDA

GAAP

Non-GAAP

Operating

Free Cash Flows

$1,283 $493 $173 $438 $0.70 $1.01 $355 $305

+2.2% Y/Y

+6.6% Y/Y

13.5% margin

34.1% margin

+100.0% Y/Y

+23.2% Y/Y

-11.8% Y/Y

-18.4% Y/Y

Waterloo, ON, May 7, 2026 - Open Text Corporation (NASDAQ: OTEX), (TSX: OTEX), today announced its financial results for the third quarter ended March 31, 2026.

“I am delighted to join OpenText at a defining moment for our clients and our industry. Data is a company’s most precious natural resource, and OpenText is uniquely positioned to help clients securely unlock the value of that data to solve complex challenges and win,” said Ayman Antoun, OpenText CEO. “I am focused on listening and learning, energized by the momentum already built, and the opportunity ahead to drive disciplined execution, strong client outcomes, and sustainable growth.”

Ayman Antoun, OpenText Chief Executive Officer

“OpenText had a strong quarter, driven by 6.6% year-over-year revenue growth in our cloud business as our clients continue to manage and secure their data for enterprise AI,” said James McGourlay, OpenText President, CCO. “As large enterprises move to the cloud, we enable choice and flexibility to help them innovate, while meeting data regulation requirements. I am pleased to welcome Ayman Antoun as OpenText’s Chief Executive Officer, and I look forward to working closely with him as we remain focused on delivering solutions that support our clients’ success.”

James McGourlay, OpenText President, Chief Client Officer

(OpenText Interim Chief Executive Officer in Q3 FY’26)

“Operational discipline supported our resilient business model delivering solid margin and free cash flow performance in the quarter,” said Steve Rai, OpenText EVP, CFO. “Our strong cash flow and capital allocation flexibility enabled the repurchase and cancellation of 9.7 million shares in Q3. We ended the quarter with 242.2 million shares outstanding, a reduction of 6.7% year-over-year.”

Steve Rai, OpenText Executive Vice President, Chief Financial Officer

Third Quarter Financial Highlights Y/Y

•Total revenues: $1.283 billion, +2.2% Y/Y

•Annual recurring revenues (ARR): $1.058 billion, +2.7% Y/Y

•Cloud revenues: $493 million, +6.6% Y/Y, 21 consecutive quarters of cloud organic growth

•Quarterly enterprise cloud bookings(2): $196 million, +29.6% Y/Y

•Cash flows: Operating $355 million and free cash flows(3) $305 million

•Net income: GAAP $173 million, +86.0% Y/Y, Non-GAAP(3) $250 million, +15.9% Y/Y

•Adjusted EBITDA(3) of $438 million, margin of 34.1%

•Diluted earnings per share (EPS): GAAP $0.70, Non-GAAP(3) $1.01

•Capital returns of $313 million including $66 million via dividends and $247 million of share repurchases

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

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

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

Financial Highlights for Q3 Fiscal 2026 with Year Over Year Comparisons

Summary of Quarterly Results

(In millions, except per share data)

Q3 FY’26

Q3 FY’25

$ Change % Change

Q3 FY’26 in CC*

% Change in CC*

Revenues:

Cloud services and subscriptions $ 493 $ 463 $ 30 6.6 % $ 477 3.2 %

Customer support $ 565 $ 567 $ (3) (0.4) % $ 538 (5.1) %

Total annual recurring revenues** $ 1,058 $ 1,030 $ 28 2.7 % $ 1,016 (1.4) %

License $ 145 $ 138 $ 7 4.9 % $ 137 (0.7) %

Professional service and other $ 80 $ 86 $ (6) (7.4) % $ 75 (13.0) %

Total revenues $ 1,283 $ 1,254 $ 28 2.2 % $ 1,228 (2.1) %

GAAP-based operating income $ 201 $ 209 $ (8) (3.8) % N/A N/A

Non-GAAP-based operating income (1)

$ 404 $ 363 $ 41 11.3 % $ 376 3.7 %

GAAP-based net income attributable to OpenText $ 173 $ 93 $ 80 86.0 % N/A N/A

Non-GAAP-based net income attributable to OpenText (1)

$ 250 $ 216 $ 34 15.9 % $ 231 6.9 %

GAAP-based EPS, diluted $ 0.70 $ 0.35 $ 0.35 100.0 % N/A N/A

Non-GAAP-based EPS, diluted (1)

$ 1.01 $ 0.82 $ 0.19 23.2 % $ 0.93 13.4 %

Adjusted EBITDA (1)

$ 438 $ 395 $ 43 10.8 % $ 410 3.7 %

Operating cash flows $ 355 $ 402 $ (48) (11.8) % N/A N/A

Free cash flows (1)

$ 305 $ 374 $ (69) (18.4) % N/A N/A

Summary of YTD Results

(In millions, except per share data)

FY’26 YTD

FY’25 YTD

$ Change % Change

FY’26 YTD in CC*

% Change in CC*

Revenues:

Cloud services and subscriptions $ 1,456 $ 1,382 $ 74 5.3 % $ 1,425 3.1 %

Customer support $ 1,734 $ 1,753 $ (20) (1.1) % $ 1,680 (4.2) %

Total annual recurring revenues** $ 3,189 $ 3,135 $ 54 1.7 % $ 3,104 (1.0) %

License $ 464 $ 453 $ 11 2.4 % $ 449 (1.0) %

Professional service and other $ 244 $ 269 $ (25) (9.3) % $ 235 (12.8) %

Total revenues $ 3,897 $ 3,858 $ 40 1.0 % $ 3,788 (1.8) %

GAAP-based operating income $ 763 $ 711 $ 52 7.3 % N/A N/A

Non-GAAP-based operating income (1)

$ 1,291 $ 1,244 $ 47 3.8 % $ 1,227 (1.4) %

GAAP-based net income attributable to OpenText $ 487 $ 407 $ 80 19.7 % N/A N/A

Non-GAAP-based net income attributable to OpenText (1)

$ 803 $ 758 $ 45 5.9 % $ 757 (0.2) %

GAAP-based EPS, diluted $ 1.94 $ 1.53 $ 0.41 26.8 % N/A N/A

Non-GAAP-based EPS, diluted (1)

$ 3.19 $ 2.85 $ 0.34 11.9 % $ 3.01 5.6 %

Adjusted EBITDA (1)

$ 1,397 $ 1,341 $ 56 4.2 % $ 1,331 (0.7) %

Operating cash flows $ 821 $ 672 $ 149 22.1 % N/A N/A

Free cash flows (1)

$ 686 $ 563 $ 122 21.7 % N/A N/A

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

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

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

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

Dividend

As part of the quarterly, non-cumulative cash dividend program, the Board declared on May 5, 2026, a cash dividend of $0.275 per common share. The record date for this dividend is June 5, 2026 and the payment date is June 19, 2026. OpenText believes strongly in returning value to its shareholders. Any future declarations of dividends and the establishment of future record and payment dates are all subject to the final determination and discretion of the Board of Directors.

Quarterly Business Highlights

•OpenText Appoints James McGourlay as President, Chief Client Officer

•OpenText Enterprise Data and AI Solutions to be Available on AWS European Sovereign Cloud

•OpenText and S3NS Partner to Deliver European Sovereign Cloud Solutions with Google Cloud

•OpenText released a new global report, “Managing Risks and Optimizing the Value of AI, GenAI & Agentic AI,” developed in partnership with the Ponemon Institute

•OpenText Increases Share Repurchase Program to US$500 Million

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

•Key wins in the Americas included: HDR, Inc., HPE Aruba Networking, KeyBank, KNS International, M&T Bank, Ochin, Ricoh Corporation.

•Key wins in EMEA and the rest of the world included: Almac Group, Atruvia, Aydem Energy, Bank Aston (Guernsey), Hargassner, LuLu Group, Michelin, Mtrix Gmbh, National Grid, Saipem, Sanral, SASSA, TenneT Holding.

Summary of Quarterly Results

Q3 FY’26

Q2 FY’26

Q3 FY’25

% Change

(Q3 FY’26 vs Q2 FY’26)

% Change

(Q3 FY’26 vs Q3 FY’25)

Revenue (millions) $ 1,283 $ 1,327 $ 1,254 (3.3) % 2.2 %

GAAP-based gross margin 73.1 % 74.0 % 71.6 % (90) bps 150 bps

Non-GAAP-based gross margin (1)

76.7 % 77.6 % 75.7 % (90) bps 100 bps

GAAP-based EPS, diluted $ 0.70 $ 0.66 $ 0.35 6.1 % 100.0 %

Non-GAAP-based EPS, diluted (1)

$ 1.01 $ 1.13 $ 0.82 (10.6) % 23.2 %

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

Conference Call Information

OpenText posted an investor presentation on its Investor Relations website and invites the public to listen to the earnings conference call webcast on Thursday, May 7, 2026 at 5:00 p.m. ET (2:00 p.m. PT) from the Investor Relations section of the Company’s website at https://investors.opentext.com. To join the webcast instantly, use this webcast link. A webcast replay will be available shortly following completion of the live call.

Please see below note (2) for a reconciliation of U.S. GAAP-based financial measures used in this press release to Non-GAAP-based financial measures.

For more information, please contact:

Greg Secord

Vice President, Global Head of Investor Relations

Open Text Corporation

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

investors@opentext.com

About OpenText

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

Cautionary Statement Regarding Forward-Looking Statements

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

OPEN TEXT CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

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

March 31, 2026 June 30, 2025

ASSETS (unaudited)

Cash and cash equivalents $ 1,254,144 $ 1,156,496

Accounts receivable trade, net of allowance for credit losses of $14,950 as of March 31, 2026 and $14,258 as of June 30, 2025

620,742 659,675

Contract assets 66,891 77,920

Income taxes recoverable 49,740 108,792

Prepaid expenses and other current assets 215,216 198,575

Assets held for sale 176,822 —

Total current assets 2,383,555 2,201,458

Property and equipment, net of accumulated depreciation of $738,215 as of March 31, 2026 and $835,324 as of June 30, 2025

391,182 375,252

Operating lease right of use assets 138,829 197,977

Long-term contract assets 49,435 49,293

Goodwill 7,325,034 7,517,463

Acquired intangible assets 1,582,880 1,976,591

Deferred tax assets 1,059,913 1,080,575

Other assets 307,720 307,693

Long-term income taxes recoverable 86,553 67,762

Total assets $ 13,325,101 $ 13,774,064

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:

Accounts payable and accrued liabilities $ 898,681 $ 1,026,583

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

Operating lease liabilities 62,606 75,914

Deferred revenues 1,508,469 1,515,382

Income taxes payable — 93,325

Liabilities held for sale 29,197 —

Total current liabilities 2,534,803 2,747,054

Long-term liabilities:

Accrued liabilities 38,292 42,312

Pension liability, net

139,889 132,215

Long-term debt 6,174,658 6,342,071

Long-term operating lease liabilities 141,239 189,949

Long-term deferred revenues 159,858 168,757

Long-term income taxes payable 66,634 79,604

Deferred tax liabilities 105,601 141,514

Total long-term liabilities 6,826,171 7,096,422

Shareholders’ equity:

Share capital and additional paid-in capital

242,230,377 and 254,784,391 Common Shares issued and outstanding at March 31, 2026 and June 30, 2025, respectively; authorized Common Shares: unlimited

2,137,801 2,193,985

Accumulated other comprehensive income (loss) (47,251) (67,067)

Retained earnings 1,945,539 1,940,113

Treasury stock, at cost (2,584,757 and 4,648,036 shares at March 31, 2026 and June 30, 2025, respectively)

(73,863) (138,164)

Total OpenText shareholders’ equity 3,962,226 3,928,867

Non-controlling interests 1,901 1,721

Total shareholders’ equity 3,964,127 3,930,588

Total liabilities and shareholders’ equity $ 13,325,101 $ 13,774,064

OPEN TEXT CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

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

(unaudited)

Three Months Ended

March 31, Nine Months Ended

March 31,

2026 2025 2026 2025

Revenues:

Cloud services and subscriptions $ 492,929 $ 462,614 $ 1,455,522 $ 1,381,944

Customer support 564,845 567,379 1,733,611 1,753,464

License 145,085 138,363 463,860 453,099

Professional service and other 79,645 86,007 244,382 269,361

Total revenues 1,282,504 1,254,363 3,897,375 3,857,868

Cost of revenues:

Cloud services and subscriptions 177,360 174,186 519,829 521,731

Customer support 56,064 61,733 178,625 186,963

License 4,976 7,504 21,118 20,497

Professional service and other 63,509 65,487 189,084 200,443

Amortization of acquired technology-based intangible assets 43,322 47,199 131,730 141,646

Total cost of revenues 345,231 356,109 1,040,386 1,071,280

Gross profit 937,273 898,254 2,856,989 2,786,588

Operating expenses:

Research and development 171,166 197,333 498,603 568,753

Sales and marketing 282,624 260,102 827,674 779,913

General and administrative 108,667 115,718 324,541 321,804

Depreciation 34,311 32,474 105,499 96,524

Amortization of acquired customer-based intangible assets 65,408 79,683 223,614 242,235

Special charges (recoveries) 73,884 3,854 114,141 66,228

Total operating expenses 736,060 689,164 2,094,072 2,075,457

Income from operations

201,213 209,090 762,917 711,131

Other income (expense), net 80,231 (26,578) 80,187 6,382

Interest and other related expense, net (74,409) (78,816) (234,750) (246,713)

Income before income taxes

207,035 103,696 608,354 470,800

Provision for income taxes

34,282 10,842 120,815 63,618

Net income for the period

$ 172,753 $ 92,854 $ 487,539 $ 407,182

Net (income) attributable to non-controlling interests

(101) (49) (180) (147)

Net income attributable to OpenText

$ 172,652 $ 92,805 $ 487,359 $ 407,035

Earnings per share—basic attributable to OpenText $ 0.70 $ 0.35 $ 1.94 $ 1.54

Earnings per share—diluted attributable to OpenText $ 0.70 $ 0.35 $ 1.94 $ 1.53

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

247,837 262,841 251,179 265,132

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

247,962 263,834 251,577 265,610

OPEN TEXT CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands of U.S. dollars)

(unaudited)

Three Months Ended

March 31, Nine Months Ended

March 31,

2026 2025 2026 2025

Net income for the period

$ 172,753 $ 92,854 $ 487,539 $ 407,182

Other comprehensive income (loss)—net of tax:

Net foreign currency translation adjustments (168) (1,511) 28,852 (5,534)

Unrealized gain (loss) on cash flow hedges:

Unrealized gain (loss)—net of tax (1)

(1,199) (46) (2,206) (3,580)

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

(256) 1,371 (323) 2,643

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

Unrealized gain (loss)—net of tax (3)

(270) (395) 401 289

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

Actuarial gain (loss)—net of tax (4)

(6,945) — (6,945) (1,045)

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

19 513 37 999

Total other comprehensive income (loss), net for the period

(8,819) (68) 19,816 (6,228)

Total comprehensive income

163,934 92,786 507,355 400,954

Comprehensive income attributable to non-controlling interests

(101) (49) (180) (147)

Total comprehensive income attributable to OpenText

$ 163,833 $ 92,737 $ 507,175 $ 400,807

______________________________

(1)Net of tax expense (recovery) of $(432) and $(17) for the three months ended March 31, 2026 and 2025, respectively; $(795) and $(1,291) for the nine months ended March 31, 2026 and 2025, respectively.

(2)Net of tax expense (recovery) of $(92) and $494 for the three months ended March 31, 2026 and 2025, respectively; $(117) and $952 for the nine months ended March 31, 2026 and 2025, respectively.

(3)Net of tax expense (recovery) of $(129) and $91 for the three months ended March 31, 2026 and 2025, respectively; $180 and $316 for the nine months ended March 31, 2026 and 2025, respectively.

(4)Net of tax expense (recovery) of $(2,432) and $— for the three months ended March 31, 2026 and 2025, respectively; $(2,432) and $(43) for the nine months ended March 31, 2026 and 2025, respectively.

(5)Net of tax expense (recovery) of $(20) and $83 for the three months ended March 31, 2026 and 2025, respectively; $(37) and $267 for the nine months ended March 31, 2026 and 2025, respectively.

OPEN TEXT CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

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

(unaudited)

Three Months Ended March 31, 2026

Common Shares and Additional Paid in Capital Treasury Stock Retained

Earnings Accumulated Other

Comprehensive

Income Non-Controlling Interests Total

Shares Amount Shares Amount

Balance as of December 31, 2025

251,676 $ 2,183,939 (2,584) $ (73,863) $ 1,971,950 $ (38,432) $ 1,800 $ 4,045,394

Issuance of Common Shares

Under employee stock option plans — 10 — — — — — 10

Under employee stock purchase plans 233 6,557 — — — — — 6,557

Share-based compensation — 20,008 — — — — — 20,008

Purchase of treasury stock — — (87) (2,849) — — — (2,849)

Issuance of treasury stock — (2,849) 86 2,849 — — — —

Repurchase of Common Shares (9,679) (69,864) — — (131,846) — — (201,710)

Dividends declared

($0.275 per Common Share)

— — — — (67,217) — — (67,217)

Other comprehensive income (loss) - net — — — — — (8,819) — (8,819)

Net income for the period — — — — 172,652 — 101 172,753

Balance as of March 31, 2026

242,230 $ 2,137,801 (2,585) $ (73,863) $ 1,945,539 $ (47,251) $ 1,901 $ 3,964,127

Three Months Ended March 31, 2025

Common Shares and Additional Paid in Capital Treasury Stock Retained

Earnings Accumulated Other

Comprehensive

Income Non-Controlling Interests Total

Shares Amount Shares Amount

Balance as of December 31, 2024

263,728 $ 2,275,583 (4,226) $ (144,432) $ 2,174,514 $ (75,779) $ 1,621 $ 4,231,507

Issuance of Common Shares

Under employee stock option plans — 3 — — — — — 3

Under employee stock purchase plans 273 6,551 — — — — — 6,551

Share-based compensation — 23,000 — — — — — 23,000

Purchase of treasury stock — — (297) (7,564) — — — (7,564)

Issuance of treasury stock — (73,720) 2,010 74,322 (425) — — 177

Repurchase of Common Shares (4,351) (31,405) — — (115,412) — — (146,817)

Dividends declared

($0.2625 per Common Share)

— — — — (69,235) — — (69,235)

Other comprehensive income (loss) - net — — — — — (68) — (68)

Net income for the period — — — — 92,805 — 49 92,854

Balance as of March 31, 2025

259,650 $ 2,200,012 (2,513) $ (77,674) $ 2,082,247 $ (75,847) $ 1,670 $ 4,130,408

OPEN TEXT CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

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

(unaudited)

Nine Months Ended March 31, 2026

Common Shares and Additional Paid in Capital Treasury Stock Retained

Earnings Accumulated Other

Comprehensive

Income Non-Controlling Interests Total

Shares Amount Shares Amount

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

Issuance of Common Shares

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

Under employee stock purchase plans 789 21,979 — — — — — 21,979

Share-based compensation — 58,808 — — — — — 58,808

Purchase of treasury stock — — (87) (2,849) — — — (2,849)

Issuance of treasury stock — (61,626) 2,150 67,150 — — — 5,524

Repurchase of Common Shares (14,225) (102,656) — — (275,949) — — (378,605)

Dividends declared

($0.825 per Common Share)

— — — — (205,984) — — (205,984)

Other comprehensive income (loss) - net — — — — — 19,816 — 19,816

Net income for the period — — — — 487,359 — 180 487,539

Balance as of March 31, 2026

242,230 $ 2,137,801 (2,585) $ (73,863) $ 1,945,539 $ (47,251) $ 1,901 $ 3,964,127

Nine Months Ended March 31, 2025

Common Shares and Additional Paid in Capital Treasury Stock Retained

Earnings Accumulated Other

Comprehensive

Income Non-Controlling Interests Total

Shares Amount Shares Amount

Balance as of June 30, 2024

267,801 $ 2,271,886 (3,136) $ (123,268) $ 2,119,159 $ (69,619) $ 1,523 $ 4,199,681

Issuance of Common Shares

Under employee stock option plans 70 1,883 — — — — — 1,883

Under employee stock purchase plans 992 25,722 — — — — — 25,722

Share-based compensation — 82,801 — — — — — 82,801

Purchase of treasury stock — — (2,484) (72,587) — — — (72,587)

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

Repurchase of Common Shares (9,213) (66,724) — — (233,668) — — (300,392)

Dividends declared

($0.7875 per Common Share)

— — — — (209,152) — — (209,152)

Other comprehensive income (loss) - net — — — — — (6,228) — (6,228)

Net income for the period — — — — 407,035 — 147 407,182

Balance as of March 31, 2025

259,650 $ 2,200,012 (2,513) $ (77,674) $ 2,082,247 $ (75,847) $ 1,670 $ 4,130,408

OPEN TEXT CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of U.S. dollars)

(unaudited)

Three Months Ended

March 31, Nine Months Ended

March 31,

2026 2025 2026 2025

Cash flows from operating activities:

Net income for the period

$ 172,753 $ 92,854 $ 487,539 $ 407,182

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

Depreciation and amortization of intangible assets 143,041 159,356 460,843 480,405

Share-based compensation expense 19,877 23,000 58,790 82,919

Pension expense 3,066 3,381 9,294 10,194

Amortization of debt discount and issuance costs

5,564 5,539 17,176 16,334

Write-off of right of use assets 3,329 46 11,173 1,431

Gain on divestiture

(64,311) — (64,311) —

Adjustment to gain on AMC Divestiture — — — 4,175

Loss on extinguishment of debt 5,301 — 5,301 —

Loss on sale and write down of property and equipment, net 3,545 289 6,368 728

Deferred taxes (1,942) (38,794) (34,741) (91,771)

Share in net (income) of equity investees

(16) (1,644) (7,649) (3,637)

Changes in derivative instruments

(14,513) 9,836 (25,262) (10,778)

Changes in operating assets and liabilities:

Accounts receivable 53,501 70,030 113,991 111,909

Contract assets (25,881) (36,155) (95,559) (96,101)

Prepaid expenses and other current assets (30,055) (17,401) (19,887) 37,177

Income taxes (23,263) 12,578 (55,927) (184,149)

Accounts payable and accrued liabilities 43,167 46,802 (55,325) (81,308)

Deferred revenue 68,173 82,367 18,758 10,960

Other assets (1,946) (6,146) 5,431 (7,582)

Operating lease assets and liabilities, net (4,797) (3,697) (14,988) (15,661)

Net cash provided by operating activities

354,593 402,241 821,015 672,427

Cash flows from investing activities:

Additions of property and equipment (49,720) (28,412) (135,469) (108,997)

Proceeds from divestiture

162,879 — 162,879 —

Adjustment to proceeds from AMC Divestiture — — — (11,686)

Proceeds from interest on derivative instruments

(865) 2,647 5 5,166

Settlement of derivative instruments — (10,380) — (10,380)

Other investing activities — 582 632 6,474

Net cash provided by (used in) investing activities

112,294 (35,563) 28,047 (119,423)

Cash flows from financing activities:

Proceeds from issuance of Common Shares from exercise of stock options and ESPP 7,964 8,185 49,463 25,925

Repayment of long-term debt and Revolver (171,963) (8,962) (189,889) (26,888)

Net change in transition services agreement obligation 1,371 (37,215) 1,371 (15,277)

Debt issuance costs — — — (1,066)

Repurchase of Common Shares (246,952) (114,563) (404,577) (267,969)

Purchase of treasury stock (1,326) (5,136) (1,326) (70,159)

Payments of dividends to shareholders (66,233) (67,961) (202,968) (205,335)

Other financing activities (1,523) — (1,523) —

Net cash used in financing activities

(478,662) (225,652) (749,449) (560,769)

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

(5,838) 14,660 (2,335) 4,866

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

(17,613) 155,686 97,278 (2,899)

Cash, cash equivalents and restricted cash at beginning of the period 1,272,997 1,124,208 1,158,106 1,282,793

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

OPEN TEXT CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of U.S. dollars)

(unaudited)

Reconciliation of cash, cash equivalents and restricted cash: March 31, 2026 March 31, 2025

Cash and cash equivalents $ 1,254,144 $ 1,277,950

Restricted cash (1)

1,240 1,944

Total cash, cash equivalents and restricted cash $ 1,255,384 $ 1,279,894

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

Notes

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

(2) Use of Non-GAAP Financial Measures: In addition to reporting financial results in accordance with U.S. GAAP, the Company provides certain financial measures that are not in accordance with U.S. GAAP (Non-GAAP). These Non-GAAP financial measures have certain limitations in that they do not have a standardized meaning and thus the Company’s definition may be different from similar Non-GAAP financial measures used by other companies and/or analysts and may differ from period to period. Thus it may be more difficult to compare the Company’s financial performance to that of other companies. However, the Company’s management compensates for these limitations by providing the relevant disclosure of the items excluded in the calculation of these Non-GAAP financial measures both in its reconciliation to the U.S. GAAP financial measures and its condensed 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 condensed consolidated financial statements, which are presented in accordance with U.S. GAAP. The presentation of Non-GAAP financial measures is not meant to be a substitute for financial measures presented in accordance with U.S. GAAP, but rather should be evaluated in conjunction with and as a supplement to such U.S. GAAP measures. OpenText strongly encourages investors to review its financial information in its entirety and not to rely on a single financial measure. The Company therefore believes that despite these limitations, it is appropriate to supplement the disclosure of the U.S. GAAP measures with certain Non-GAAP measures defined below.

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

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

Free cash 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 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 Condensed Consolidated Statements of Income. Each restructuring activity is a discrete event based on a unique set of business objectives or circumstances, and each differs in terms of its operational implementation, business impact and scope, and the size of each restructuring plan can vary significantly from period to period. Therefore, the Company believes that the exclusion of these special charges (recoveries) will also better aid readers of financial statements in the understanding and comparability of the Company’s operating results and underlying operational trends.

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

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

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

for the three months ended March 31, 2026

(In thousands, except for per share data)

Three Months Ended March 31, 2026

GAAP-based Measures

% of Total Revenue

Adjustments

Note

Non-GAAP-based Measures

% of Total Revenue

Cost of revenues

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

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

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

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

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

Operating expenses

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

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

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

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

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

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

201,213 202,491 (5) 403,704

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

Provision for income taxes

34,282 44,749 (7) 79,031

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

172,652 77,511 (8) 250,163

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

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

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

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

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

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

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

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

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

Three Months Ended March 31, 2026

Per share diluted

GAAP-based net income, attributable to OpenText

$ 172,652 $ 0.70

Add:

Amortization 108,730 0.43

Share-based compensation 19,877 0.08

Special charges (recoveries) 73,884 0.30

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

GAAP-based provision for income taxes

34,282 0.14

Non-GAAP-based provision for income taxes

(79,031) (0.32)

Non-GAAP-based net income, attributable to OpenText

$ 250,163 $ 1.01

Reconciliation of Adjusted EBITDA

Three Months Ended March 31, 2026

GAAP-based net income, attributable to OpenText

$ 172,652

Add:

Provision for income taxes

34,282

Interest and other related expense, net 74,409

Amortization of acquired technology-based intangible assets 43,322

Amortization of acquired customer-based intangible assets 65,408

Depreciation 34,311

Share-based compensation 19,877

Special charges (recoveries) 73,884

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

Adjusted EBITDA $ 437,914

GAAP-based net income margin

13.5 %

Adjusted EBITDA margin 34.1 %

Reconciliation of Free Cash Flows

Three Months Ended March 31, 2026

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

Add:

Capital expenditures (1)

(49,720)

Free cash flows $ 304,873

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

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

for the nine months ended March 31, 2026

(In thousands, except for per share data)

Nine Months Ended March 31, 2026

GAAP-based

Measures

GAAP-based Measures

% of Total Revenue

Adjustments

Note

Non-GAAP-based

Measures

Non-GAAP-based Measures

% of Total Revenue

Cost of revenues

Cloud services and subscriptions $ 519,829 $ (4,819) (1) $ 515,010

Customer support 178,625 (2,929) (1) 175,696

Professional service and other 189,084 (1,975) (1) 187,109

Amortization of acquired technology-based intangible assets 131,730 (131,730) (2) —

GAAP-based gross profit and gross margin (%) / Non-GAAP-based gross profit and gross margin (%) 2,856,989 73.3% 141,453 (3) 2,998,442 76.9%

Operating expenses

Research and development 498,603 (11,234) (1) 487,369

Sales and marketing 827,674 (23,056) (1) 804,618

General and administrative 324,541 (14,777) (1) 309,764

Amortization of acquired customer-based intangible assets 223,614 (223,614) (2) —

Special charges (recoveries) 114,141 (114,141) (4) —

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

762,917 528,275 (5) 1,291,192

Other income (expense), net 80,187 (80,187) (6) —

Provision for income taxes

120,815 132,731 (7) 253,546

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

487,359 315,357 (8) 802,716

GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText $ 1.94 $ 1.25 (8) $ 3.19

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

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

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

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

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

(7)Adjustment relates to differences between the GAAP-based tax provision rate of approximately 20% 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:

Nine Months Ended March 31, 2026

Per share diluted

GAAP-based net income, attributable to OpenText

$ 487,359 $ 1.94

Add (deduct):

Amortization 355,344 1.41

Share-based compensation 58,790 0.23

Special charges (recoveries) 114,141 0.46

Other (income) expense, net (80,187) (0.32)

GAAP-based provision for income taxes

120,815 0.48

Non-GAAP-based provision for income taxes

(253,546) (1.01)

Non-GAAP-based net income, attributable to OpenText

$ 802,716 $ 3.19

Reconciliation of Adjusted EBITDA

Nine Months Ended March 31, 2026

GAAP-based net income, attributable to OpenText

$ 487,359

Add:

Provision for income taxes

120,815

Interest and other related expense, net 234,750

Amortization of acquired technology-based intangible assets 131,730

Amortization of acquired customer-based intangible assets 223,614

Depreciation 105,499

Share-based compensation 58,790

Special charges (recoveries) 114,141

Other (income) expense, net (80,187)

Adjusted EBITDA $ 1,396,511

GAAP-based net income margin

12.5 %

Adjusted EBITDA margin 35.8 %

Reconciliation of Free Cash Flows

Nine Months Ended March 31, 2026

GAAP-based cash flows provided by operating activities $ 821,015

Add:

Capital expenditures (1)

(135,469)

Free cash flows $ 685,546

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

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

for the three months ended December 31, 2025

(In thousands, except for per share data)

Three Months Ended December 31, 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 $ 170,252 $ (1,597) (1) $ 168,655

Customer support 58,497 (1,087) (1) 57,410

Professional service and other 62,537 (822) (1) 61,715

Amortization of acquired technology-based intangible assets 44,204 (44,204) (2) —

GAAP-based gross profit and gross margin (%) /Non-GAAP-based gross profit and gross margin (%) 982,200 74.0% 47,710 (3) 1,029,910 77.6%

Operating expenses

Research and development 158,309 (4,839) (1) 153,470

Sales and marketing 287,995 (7,837) (1) 280,158

General and administrative 110,111 (5,050) (1) 105,061

Amortization of acquired customer-based intangible assets 78,645 (78,645) (2) —

Special charges (recoveries) 20,118 (20,118) (4) —

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

291,755 164,199 (5) 455,954

Other income (expense), net 2,932 (2,932) (6) —

Provision for income taxes

47,334 43,080 (7) 90,414

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

168,091 118,187 (8) 286,278

GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText $ 0.66 $ 0.47 (8) $ 1.13

(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.

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

(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 22% and a Non-GAAP-based tax rate of approximately 24%; these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based net income. Such excluded items include amortization, share-based compensation, special charges (recoveries) and other income (expense), net. Also excluded are tax benefits/expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves and “book to return” adjustments for tax return filings and tax assessments. Beginning in Fiscal 2025, net tax benefits arising from the internal reorganization that occurred in Fiscal 2017 have been fully utilized and are no longer included. In arriving at our Non-GAAP-based tax rate of approximately 24%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense.

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

Three Months Ended December 31, 2025

Per share diluted

GAAP-based net income, attributable to OpenText

$ 168,091 $ 0.66

Add:

Amortization 122,849 0.49

Share-based compensation 21,232 0.08

Special charges (recoveries) 20,118 0.08

Other (income) expense, net (2,932) (0.01)

GAAP-based provision for income taxes

47,334 0.19

Non-GAAP-based provision for income taxes

(90,414) (0.36)

Non-GAAP-based net income, attributable to OpenText

$ 286,278 $ 1.13

Reconciliation of Adjusted EBITDA

Three Months Ended December 31, 2025

GAAP-based net income, attributable to OpenText

$ 168,091

Add:

Provision for income taxes

47,334

Interest and other related expense, net 79,227

Amortization of acquired technology-based intangible assets 44,204

Amortization of acquired customer-based intangible assets 78,645

Depreciation 35,267

Share-based compensation 21,232

Special charges (recoveries) 20,118

Other (income) expense, net (2,932)

Adjusted EBITDA $ 491,186

GAAP-based net income margin

12.7 %

Adjusted EBITDA margin 37.0 %

Reconciliation of Free Cash Flows

Three Months Ended December 31, 2025

GAAP-based cash flows provided by operating activities $ 318,659

Add:

Capital expenditures (1)

(39,215)

Free cash flows $ 279,444

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

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

for the three months ended March 31, 2025

(In thousands, except for per share data)

Three Months Ended March 31, 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 $ 174,186 $ (1,846) (1) $ 172,340

Customer support 61,733 (812) (1) 60,921

Professional service and other 65,487 (922) (1) 64,565

Amortization of acquired technology-based intangible assets 47,199 (47,199) (2) —

GAAP-based gross profit and gross margin (%) /Non-GAAP-based gross profit and gross margin (%) 898,254 71.6 % 50,779 (3) 949,033 75.7 %

Operating expenses

Research and development 197,333 (4,737) (1) 192,596

Sales and marketing 260,102 (6,842) (1) 253,260

General and administrative 115,718 (7,841) (1) 107,877

Amortization of acquired customer-based intangible assets 79,683 (79,683) (2) —

Special charges (recoveries) 3,854 (3,854) (4) —

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

209,090 153,736 (5) 362,826

Other income (expense), net (26,578) 26,578 (6) —

Provision for income taxes

10,842 57,320 (7) 68,162

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

92,805 122,994 (8) 215,799

GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText $ 0.35 $ 0.47 (8) $ 0.82

(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.

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

(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 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:

Three Months Ended March 31, 2025

Per share diluted

GAAP-based net income, attributable to OpenText

$ 92,805 $ 0.35

Add:

Amortization 126,882 0.49

Share-based compensation 23,000 0.09

Special charges (recoveries) 3,854 0.01

Other (income) expense, net 26,578 0.10

GAAP-based provision for income taxes

10,842 0.04

Non-GAAP-based provision for income taxes

(68,162) (0.26)

Non-GAAP-based net income, attributable to OpenText

$ 215,799 $ 0.82

Reconciliation of Adjusted EBITDA

Three Months Ended March 31, 2025

GAAP-based net income, attributable to OpenText

$ 92,805

Add:

Provision for income taxes

10,842

Interest and other related expense, net 78,816

Amortization of acquired technology-based intangible assets 47,199

Amortization of acquired customer-based intangible assets 79,683

Depreciation 32,474

Share-based compensation 23,000

Special charges (recoveries) 3,854

Other (income) expense, net 26,578

Adjusted EBITDA $ 395,251

GAAP-based net income margin

7.4 %

Adjusted EBITDA margin 31.5 %

Reconciliation of Free Cash Flows

Three Months Ended March 31, 2025

GAAP-based cash flows provided by operating activities $ 402,241

Add:

Capital expenditures (1)

(28,412)

Free cash flows $ 373,829

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

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

for the nine months ended March 31, 2025

(In thousands, except for per share data)

Nine Months Ended March 31, 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 $ 521,731 $ (6,828) (1) $ 514,903

Customer support 186,963 (3,293) (1) 183,670

Professional service and other 200,443 (3,509) (1) 196,934

Amortization of acquired technology-based intangible assets 141,646 (141,646) (2) —

GAAP-based gross profit and gross margin (%) / Non-GAAP-based gross profit and gross margin (%) 2,786,588 72.2 % 155,276 (3) 2,941,864 76.3 %

Operating expenses

Research and development 568,753 (20,560) (1) 548,193

Sales and marketing 779,913 (27,380) (1) 752,533

General and administrative 321,804 (21,349) (1) 300,455

Amortization of acquired customer-based intangible assets 242,235 (242,235) (2) —

Special charges (recoveries) 66,228 (66,228) (4) —

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

711,131 533,028 (5) 1,244,159

Other income (expense), net 6,382 (6,382) (6) —

Provision for income taxes

63,618 175,768 (7) 239,386

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

407,035 350,878 (8) 757,913

GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText $ 1.53 $ 1.32 (8) $ 2.85

(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.

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

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

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 14% 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:

Nine Months Ended March 31, 2025

Per share diluted

GAAP-based net income, attributable to OpenText

$ 407,035 $ 1.53

Add (deduct):

Amortization 383,881 1.45

Share-based compensation 82,919 0.31

Special charges (recoveries) 66,228 0.25

Other (income) expense, net (6,382) (0.02)

GAAP-based provision for income taxes

63,618 0.24

Non-GAAP-based provision for income taxes

(239,386) (0.90)

Non-GAAP-based net income, attributable to OpenText

$ 757,913 $ 2.85

Reconciliation of Adjusted EBITDA

Nine Months Ended March 31, 2025

GAAP-based net income, attributable to OpenText

$ 407,035

Add:

Provision for income taxes

63,618

Interest and other related expense, net 246,713

Amortization of acquired technology-based intangible assets 141,646

Amortization of acquired customer-based intangible assets 242,235

Depreciation 96,524

Share-based compensation 82,919

Special charges (recoveries) 66,228

Other (income) expense, net (6,382)

Adjusted EBITDA $ 1,340,536

GAAP-based net income margin

10.6 %

Adjusted EBITDA margin 34.7 %

Reconciliation of Free Cash Flows

Nine Months Ended March 31, 2025

GAAP-based cash flows provided by operating activities $ 672,427

Add:

Capital expenditures (1)

(108,997)

Free cash flows $ 563,430

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

(3) The following tables provide a composition of our major currencies for revenue and expenses, expressed as a percentage, for the three and nine months ended March 31, 2026 and 2025:

Three Months Ended March 31, 2026 Three Months Ended March 31, 2025

Currencies % of Revenue

% of Expenses(1)

% of Revenue

% of Expenses(1)

EURO 26 % 14 % 23 % 12 %

GBP 5 % 6 % 5 % 6 %

CAD 3 % 14 % 3 % 11 %

USD 55 % 42 % 58 % 48 %

Other 11 % 24 % 11 % 23 %

Total 100 % 100 % 100 % 100 %

Nine Months Ended March 31, 2026 Nine Months Ended March 31, 2025

Currencies % of Revenue

% of Expenses(1)

% of Revenue

% of Expenses(1)

EURO 25 % 14 % 23 % 12 %

GBP 5 % 6 % 5 % 6 %

CAD 3 % 13 % 3 % 11 %

USD 56 % 44 % 58 % 48 %

Other 11 % 23 % 11 % 23 %

Total 100 % 100 % 100 % 100 %

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

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