OpenText Reports Second Quarter Fiscal Year 2026 Financial Results

Total Revenues of $1.33B, 20 Consecutive Quarters of Cloud Organic Growth

Delivers Net Income Margin of 13%, Robust Adjusted EBITDA Margin of 37.0%

Fiscal 2026 Second 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

$1,327

$478

$168

$491

$0.66

$1.13

$319

$279

-0.6% Y/Y

+3.4% Y/Y

12.7% margin

37.0% margin

-24.1% Y/Y

+1.8% Y/Y

-8.4% Y/Y

-8.9% Y/Y

WATERLOO, ON, Feb. 5, 2026 /PRNewswire/ -- Open Text Corporation (NASDAQ: OTEX), (TSX: OTEX), today announced its financial results for the second quarter ended December 31, 2025.

"We had an excellent quarter, led by 18% revenue growth in our Content Management cloud business," said James McGourlay, Interim Chief Executive Officer. "OpenText is at the forefront of Enterprise Information Management for AI, and at our recent OpenText World conference, our customers and partners demonstrated on the main stage how they leverage our Aviator AI solutions to solve complex problems, bringing insights, security and compliance to their information and most sensitive data. I would also like to welcome Ayman Antoun to the CEO role at OpenText, and I look forward to working with him on a smooth and steady transition."

James McGourlay, OpenText Interim Chief Executive Officer

"With strong adjusted EBITDA margin and free cash flow performance in the quarter, the strength of the OpenText operating model continues to drive our business to meet the Company's margin targets for Fiscal 2026," said Steve Rai, Executive Vice President, Chief Financial Officer. "Our robust cash flow engine provides the scale and capital flexibility to continue investing for growth within our core Enterprise Information Management for AI market."

Steve Rai, OpenText Executive Vice President, Chief Financial Officer

"Welcoming Ayman Antoun as our CEO marks a pivotal milestone in OpenText's journey. He brings deep enterprise technology and software expertise with decades of experience leading large scale global transformations. Ayman's leadership will help OpenText expand our market share as the world's leader in secure, trusted data amid accelerating demand for cloud modernization and enterprise AI," said P. Thomas Jenkins, Executive Chair of the Board and Chief Strategy Officer. "The closing of eDOCS and announced divestiture of Vertica demonstrates our continued progress in divesting non-core assets. We remain committed to building a leaner OpenText, focused on growth and helping clients leverage enterprise content to train agentic AI."

P. Thomas Jenkins, OpenText Executive Chair & Chief Strategy Officer

Second Quarter Financial Highlights Y/Y

(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 customers.

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

Financial Highlights for Q2 Fiscal 2026 with Year Over Year Comparisons

Summary of Quarterly Results

(In millions, except per share data)

Q2 FY'26

Q2 FY'25

$ Change

% Change

Q2 FY'26

in CC*

% Change

in CC*

Revenues:

Cloud services and subscriptions

$478

$462

$16

3.4 %

$471

1.9 %

Customer support

$582

$591

($9)

(1.5) %

$569

(3.7) %

Total annual recurring revenues**

$1,060

$1,053

0.7 %

$1,040

(1.2) %

License

$184

$189

($5)

(2.5) %

$179

(5.3) %

Professional service and other

$83

$93

($10)

(11.0) %

$81

(13.1) %

Total revenues

$1,327

$1,335

($8)

(0.6) %

$1,299

(2.6) %

GAAP-based operating income

$292

$296

($4)

(1.4) %

N/A

Non-GAAP-based operating income (1)

$456

$470

($14)

(2.9) %

$436

(7.2) %

GAAP-based net income attributable to OpenText

$168

$230

($62)

(26.9) %

N/A

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

$286

$293

($7)

(2.4) %

$272

(7.4) %

GAAP-based EPS, diluted

$0.66

$0.87

($0.21)

(24.1) %

N/A

Non-GAAP-based EPS, diluted (1)

$1.13

$1.11

$0.02

1.8 %

$1.07

(3.6) %

Adjusted EBITDA (1)

$491

$501

($10)

(2.1) %

$471

(6.1) %

Operating cash flows

$319

$348

($29)

(8.4) %

N/A

Free cash flows (1)

$279

$307

($27)

(8.9) %

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

$963

$919

$43

4.7 %

$947

3.0 %

Customer support

$1,169

$1,186

($17)

(1.5) %

$1,141

(3.8) %

Total annual recurring revenues**

$2,131

$2,105

$26

1.2 %

$2,089

(0.8) %

License

$319

$315

1.3 %

$311

(1.1) %

Professional service and other

$165

$183

($19)

(10.2) %

$160

(12.7) %

Total revenues

$2,615

$2,604

$11

0.4 %

$2,560

(1.7) %

GAAP-based operating income

$562

$502

$60

11.9 %

N/A

Non-GAAP-based operating income (1)

$887

$881

0.7 %

$850

(3.5) %

GAAP-based net income attributable to OpenText

$315

$314

$—

0.2 %

N/A

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

$553

$542

$10

1.9 %

$526

(3.0) %

GAAP-based EPS, diluted

$1.24

$1.18

$0.06

5.1 %

N/A

Non-GAAP-based EPS, diluted (1)

$2.18

$2.03

$0.15

7.4 %

$2.08

2.5 %

Adjusted EBITDA (1)

$959

$945

$13

1.4 %

$921

(2.5) %

Operating cash flows

$466

$270

$196

72.6 %

N/A

Free cash flows (1)

$381

$190

$191

100.8 %

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 February 4, 2026, a cash dividend of $0.275 per common share. The record date for this dividend is March 6, 2026 and the payment date is March 20, 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

Summary of Quarterly Results

Q2 FY'26

Q1 FY'26

Q2 FY'25

% Change

(Q2 FY'26 vs

Q1 FY'26)

% Change

(Q2 FY'26 vs

Q2 FY'25)

Revenue (millions)

$ 1,327

$ 1,288

$ 1,335

3.0 %

(0.6) %

GAAP-based gross margin

74.0 %

72.8 %

73.3 %

130

bps

Non-GAAP-based gross margin (1)

77.6 %

76.5 %

77.2 %

120

bps

GAAP-based EPS, diluted

$ 0.66

$ 0.58

$ 0.87

13.8 %

(24.1) %

Non-GAAP-based EPS, diluted (1)

$ 1.13

$ 1.05

$ 1.11

7.6 %

1.8 %

(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, February 5, 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.

OTEX-F

About OpenText

OpenText™ is a global leader in secure information management for 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 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; customer 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 the proposed divestiture of Vertica, associated strategy, 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 Repurchase Plan, including execution thereof; future tax rates; renewal rates; new platform and product offerings, including reinvestment therein and associated benefits to customers; 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)

December 31, 2025

June 30, 2025

ASSETS

(unaudited)

Cash and cash equivalents

$ 1,271,374

$ 1,156,496

Accounts receivable trade, net of allowance for credit losses of $15,116 as of December 31, 2025 and $14,258 as of June 30, 2025

665,617

659,675

Contract assets

73,965

77,920

Income taxes recoverable

38,583

108,792

Prepaid expenses and other current assets

186,383

198,575

Assets held for sale

116,105

—

Total current assets

2,352,027

2,201,458

Property and equipment, net of accumulated depreciation of $727,520 as of December 31, 2025 and $835,324 as of June 30, 2025

389,366

375,252

Operating lease right of use assets

156,402

197,977

Long-term contract assets

55,133

49,293

Goodwill

7,433,913

7,517,463

Acquired intangible assets

1,729,983

1,976,591

Deferred tax assets

1,071,236

1,080,575

Other assets

308,115

307,693

Long-term income taxes recoverable

73,987

67,762

Total assets

$ 13,570,162

$ 13,774,064

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:

Accounts payable and accrued liabilities

$ 929,508

$ 1,026,583

Current portion of long-term debt

35,850

Operating lease liabilities

66,600

75,914

Deferred revenues

1,456,883

1,515,382

Income taxes payable

2,804

93,325

Liabilities held for sale

13,019

—

Total current liabilities

2,504,664

2,747,054

Long-term liabilities:

Accrued liabilities

41,214

42,312

Pension liability, net

132,511

132,215

Long-term debt

6,335,758

6,342,071

Long-term operating lease liabilities

155,217

189,949

Long-term deferred revenues

165,191

168,757

Long-term income taxes payable

68,654

79,604

Deferred tax liabilities

121,559

141,514

Total long-term liabilities

7,020,104

7,096,422

Shareholders' equity:

Share capital and additional paid-in capital

251,676,295 and 254,784,391 Common Shares issued and outstanding at December 31, 2025 and June 30, 2025, respectively; authorized Common Shares: unlimited

2,183,939

2,193,985

Accumulated other comprehensive income (loss)

(38,432)

(67,067)

Retained earnings

1,971,950

1,940,113

Treasury stock, at cost (2,584,014 and 4,648,036 shares at December 31, 2025 and June 30, 2025, respectively)

(73,863)

(138,164)

Total OpenText shareholders' equity

4,043,594

3,928,867

Non-controlling interests

1,800

1,721

Total shareholders' equity

4,045,394

3,930,588

Total liabilities and shareholders' equity

$ 13,570,162

$ 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

December 31,

Six Months Ended

December 31,

2025

2024

2025

2024

Revenues:

Cloud services and subscriptions

$ 478,084

$ 462,306

$ 962,593

$ 919,330

Customer support

581,921

590,595

1,168,766

1,186,085

License

184,227

188,923

318,775

314,736

Professional service and other

82,504

92,676

164,737

183,354

Total revenues

1,326,736

1,334,500

2,614,871

2,603,505

Cost of revenues:

Cloud services and subscriptions

170,252

172,288

342,469

347,545

Customer support

58,497

62,656

122,561

125,230

License

9,046

6,336

16,142

12,993

Professional service and other

62,537

68,041

125,575

134,956

Amortization of acquired technology-based intangible assets

44,204

47,203

88,408

94,447

Total cost of revenues

344,536

356,524

695,155

715,171

Gross profit

982,200

977,976

1,919,716

1,888,334

Operating expenses:

Research and development

158,309

180,727

327,437

371,420

Sales and marketing

287,995

273,929

545,050

519,811

General and administrative

110,111

99,356

215,874

206,086

Depreciation

35,267

31,879

71,188

64,050

Amortization of acquired customer-based intangible assets

78,645

81,048

158,206

162,552

Special charges (recoveries)

20,118

15,238

40,257

62,374

Total operating expenses

690,445

682,177

1,358,012

1,386,293

Income from operations

291,755

295,799

561,704

502,041

Other income (expense), net

2,932

68,615

(44)

32,960

Interest and other related expense, net

(79,227)

(83,615)

(160,341)

(167,897)

Income before income taxes

215,460

280,799

401,319

367,104

Provision for income taxes

47,334

50,893

86,533

52,776

Net income for the period

$ 168,126

$ 229,906

$ 314,786

$ 314,328

Net (income) attributable to non-controlling interests

(35)

(44)

(79)

(98)

Net income attributable to OpenText

$ 168,091

$ 229,862

$ 314,707

$ 314,230

Earnings per share—basic attributable to OpenText

$ 0.67

$ 0.87

$ 1.24

$ 1.18

Earnings per share—diluted attributable to OpenText

$ 0.66

$ 0.87

$ 1.24

$ 1.18

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

251,983

265,099

252,814

266,252

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

253,733

265,193

253,406

266,505

OPEN TEXT CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands of U.S. dollars)

(unaudited)

Three Months Ended

December 31,

Six Months Ended

December 31,

2025

2024

2025

2024

Net income for the period

$ 168,126

$ 229,906

$ 314,786

$ 314,328

Other comprehensive income (loss)—net of tax:

Net foreign currency translation adjustments

6,843

1,167

29,020

(4,023)

Unrealized gain (loss) on cash flow hedges:

Unrealized gain (loss)—net of tax (1)

668

(4,188)

(1,007)

(3,534)

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

1,010

(67)

1,272

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

Unrealized gain (loss)—net of tax (3)

510

436

671

684

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

Actuarial gain (loss)—net of tax (4)

—

(1,045)

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

252

486

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

8,079

(1,323)

28,635

(6,160)

Total comprehensive income

176,205

228,583

343,421

308,168

Comprehensive income attributable to non-controlling interests

(35)

(44)

(79)

(98)

Total comprehensive income attributable to OpenText

$ 176,170

$ 228,539

$ 343,342

$ 308,070

______________________________

(1)

Net of tax expense (recovery) of $241 and $(1,510) for the three months ended December 31, 2025 and 2024, respectively; $(363) and $(1,274) for the six months ended December 31, 2025 and 2024, respectively.

(2)

Net of tax expense (recovery) of $16 and $364 for the three months ended December 31, 2025 and 2024, respectively; $(25) and $458 for the six months ended December 31, 2025 and 2024, respectively.

(3)

Net of tax expense (recovery) of $243 and $18 for the three months ended December 31, 2025 and 2024, respectively; $309 and $225 for the six months ended December 31, 2025 and 2024, respectively.

(4)

Net of tax expense (recovery) of $— and $— for the three months ended December 31, 2025 and 2024, respectively; $— and $(43) for the six months ended December 31, 2025 and 2024, respectively.

(5)

Net of tax expense (recovery) of $(21) and $92 for the three months ended December 31, 2025 and 2024, respectively; $(17) and $184 for the six months ended December 31, 2025 and 2024, respectively.

OPEN TEXT CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

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

(unaudited)

Three Months Ended December 31, 2025

Common Shares and

Additional Paid in Capital

Treasury Stock

Retained

Earnings

Accumulated Other

Comprehensive

Income

Non-

Controlling

Interests

Total

Amount

Balance as of September 30, 2025

251,964

$ 2,189,340

(4,452)

$ (130,561)

$ 1,938,716

$ (46,511)

$ 1,765

$ 3,952,749

Issuance of Common Shares

Under employee stock option plans

857

26,746

—

26,746

Under employee stock purchase plans

245

7,826

—

7,826

Share-based compensation

—

21,119

—

21,119

Issuance of treasury stock

—

(51,375)

1,868

56,698

—

5,323

Repurchase of Common Shares

(1,390)

(9,717)

—

(65,455)

—

(75,172)

Dividends declared

($0.275 per Common Share)

—

(69,402)

—

(69,402)

Other comprehensive income (loss) - net

—

8,079

—

8,079

Net income for the period

—

168,091

—

168,126

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

Three Months Ended December 31, 2024

Common Shares and

Additional Paid in Capital

Treasury Stock

Retained

Earnings

Accumulated Other

Comprehensive

Income

Non-

Controlling

Interests

Total

Amount

Balance as of September 30, 2024

265,546

$ 2,290,191

(3,900)

$ (145,646)

$ 2,065,221

$ (74,456)

$ 1,577

$ 4,136,887

Issuance of Common Shares

Under employee stock option plans

1,739

—

1,739

Under employee stock purchase plans

330

9,308

—

9,308

Share-based compensation

—

30,355

—

30,355

Purchase of treasury stock

—

(1,363)

(40,013)

—

(40,013)

Issuance of treasury stock

—

(39,906)

1,037

41,227

—

1,321

Repurchase of Common Shares

(2,213)

(16,104)

—

(50,990)

—

(67,094)

Dividends declared

($0.2625 per Common Share)

—

(69,579)

—

(69,579)

Other comprehensive income (loss) - net

—

(1,323)

—

(1,323)

Net income for the period

—

229,862

—

229,906

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

OPEN TEXT CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

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

(unaudited)

Six Months Ended December 31, 2025

Common Shares and

Additional Paid in Capital

Treasury Stock

Retained

Earnings

Accumulated Other

Comprehensive

Income

Non-

Controlling

Interests

Total

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

27,301

—

27,301

Under employee stock purchase plans

556

15,422

—

15,422

Share-based compensation

—

38,800

—

38,800

Issuance of treasury stock

—

(58,777)

2,064

64,301

—

5,524

Repurchase of Common Shares

(4,546)

(32,792)

—

(144,103)

—

(176,895)

Dividends declared

($0.55 per Common Share)

—

(138,767)

—

(138,767)

Other comprehensive income (loss) - net

—

28,635

—

28,635

Net income for the period

—

314,707

—

314,786

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

Six Months Ended December 31, 2024

Common Shares and

Additional Paid in Capital

Treasury Stock

Retained

Earnings

Accumulated Other

Comprehensive

Income

Non-

Controlling

Interests

Total

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

1,880

—

1,880

Under employee stock purchase plans

719

19,171

—

19,171

Share-based compensation

—

59,801

—

59,801

Purchase of treasury stock

—

(2,187)

(65,023)

—

(65,023)

Issuance of treasury stock

—

(41,836)

1,097

43,859

(702)

—

1,321

Repurchase of Common Shares

(4,862)

(35,319)

—

(118,256)

—

(153,575)

Dividends declared

($0.525 per Common Share)

—

(139,917)

—

(139,917)

Other comprehensive income (loss) - net

—

(6,160)

—

(6,160)

Net income for the period

—

314,230

—

314,328

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

OPEN TEXT CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of U.S. dollars)

(unaudited)

Three Months Ended

December 31,

Six Months Ended

December 31,

2025

2024

2025

2024

Cash flows from operating activities:

Net income for the period

$ 168,126

$ 229,906

$ 314,786

$ 314,328

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

Depreciation and amortization of intangible assets

158,116

160,130

317,802

321,049

Share-based compensation expense

21,232

30,361

38,913

59,919

Pension expense

3,087

3,350

6,228

6,813

Amortization of debt discount and issuance costs

5,852

5,499

11,612

10,795

Write-off of right of use assets

3,422

1,385

7,844

1,385

Adjustment to gain on AMC Divestiture

—

4,175

—

4,175

Loss on sale and write down of property and equipment, net

509

437

2,823

439

Deferred taxes

(17,667)

(10,827)

(32,799)

(52,977)

Share in net (income) of equity investees

(5,216)

(1,538)

(7,633)

(1,993)

Changes in derivative instruments

(2,906)

(45,549)

(10,749)

(20,614)

Changes in operating assets and liabilities:

Accounts receivable

(33,508)

(15,728)

60,490

41,879

Contract assets

(38,708)

(26,097)

(69,678)

(59,946)

Prepaid expenses and other current assets

12,264

32,427

10,168

54,578

Income taxes

448

(3,218)

(32,664)

(196,727)

Accounts payable and accrued liabilities

(8,699)

(20,590)

(98,492)

(128,110)

Deferred revenue

59,383

5,124

(49,415)

(71,407)

Other assets

(432)

3,306

7,377

(1,436)

Operating lease assets and liabilities, net

(6,644)

(4,561)

(10,191)

(11,964)

Net cash provided by operating activities

318,659

347,992

466,422

270,186

Cash flows from investing activities:

Additions of property and equipment

(39,215)

(41,269)

(85,749)

(80,585)

Adjustment to proceeds from AMC Divestiture

—

(11,686)

—

(11,686)

Proceeds from interest on derivative instruments

—

870

2,519

Other investing activities

—

5,535

632

5,892

Net cash used in investing activities

(39,215)

(47,420)

(84,247)

(83,860)

Cash flows from financing activities:

Proceeds from issuance of Common Shares from exercise of stock options and ESPP

33,119

8,291

41,499

17,740

Repayment of long-term debt and Revolver

(8,963)

(17,926)

Net change in transition services agreement obligation

—

26,233

—

21,938

Debt issuance costs

—

(1,066)

—

(1,066)

Repurchase of Common Shares

(49,996)

(66,003)

(157,625)

(153,406)

Purchase of treasury stock

—

(40,023)

—

(65,023)

Payments of dividends to shareholders

(68,515)

(68,313)

(136,735)

(137,374)

Net cash used in financing activities

(94,355)

(149,844)

(270,787)

(335,117)

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

(803)

(28,930)

3,503

(9,794)

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

184,286

121,798

114,891

(158,585)

Cash, cash equivalents and restricted cash at beginning of the period

1,088,711

1,002,410

1,158,106

1,282,793

Cash, cash equivalents and restricted cash at end of the period

$ 1,272,997

$ 1,124,208

$ 1,272,997

$ 1,124,208

OPEN TEXT CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of U.S. dollars)

(unaudited)

Reconciliation of cash, cash equivalents and restricted cash:

December 31, 2025

December 31, 2024

Cash and cash equivalents

$ 1,271,374

$ 1,122,192

Restricted cash (1)

1,623

2,016

Total cash, cash equivalents and restricted cash

$ 1,272,997

$ 1,124,208

(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 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.

(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 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 six months ended December 31, 2025

(In thousands, except for per share data)

Six 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

$ 342,469

$ (3,346)

(1)

$ 339,123

Customer support

122,561

(2,140)

(1)

120,421

Professional service and other

125,575

(1,321)

(1)

124,254

Amortization of acquired technology-based intangible assets

88,408

(88,408)

(2)

—

GAAP-based gross profit and gross margin (%) / Non-GAAP-based gross profit and gross margin (%)

1,919,716

73.4 %

95,215

(3)

2,014,931

77.1 %

Operating expenses

Research and development

327,437

(8,448)

(1)

318,989

Sales and marketing

545,050

(14,733)

(1)

530,317

General and administrative

215,874

(8,925)

(1)

206,949

Amortization of acquired customer-based intangible assets

158,206

(158,206)

(2)

—

Special charges (recoveries)

40,257

(40,257)

(4)

—

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

561,704

325,784

(5)

887,488

Other income (expense), net

(44)

(6)

—

Provision for income taxes

86,533

87,982

(7)

174,515

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

314,707

237,846

(8)

552,553

GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText

$ 1.24

$ 0.94

(8)

$ 2.18

(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)

(3)

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

(4)

(5)

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

(6)

(7)

(8)

Reconciliation of GAAP-based net income to Non-GAAP-based net income:

Six Months Ended December 31, 2025

Per share diluted

GAAP-based net income, attributable to OpenText

$ 314,707

$ 1.24

Add (deduct):

Amortization

246,614

0.98

Share-based compensation

38,913

0.15

Special charges (recoveries)

40,257

0.16

Other (income) expense, net

—

GAAP-based provision for income taxes

86,533

0.34

Non-GAAP-based provision for income taxes

(174,515)

(0.69)

Non-GAAP-based net income, attributable to OpenText

$ 552,553

$ 2.18

Reconciliation of Adjusted EBITDA

Six Months Ended December 31, 2025

GAAP-based net income, attributable to OpenText

$ 314,707

Add:

Provision for income taxes

86,533

Interest and other related expense, net

160,341

Amortization of acquired technology-based intangible assets

88,408

Amortization of acquired customer-based intangible assets

158,206

Depreciation

71,188

Share-based compensation

38,913

Special charges (recoveries)

40,257

Other (income) expense, net

Adjusted EBITDA

$ 958,597

GAAP-based net income margin

12.0 %

Adjusted EBITDA margin

36.7 %

Reconciliation of Free cash flows

Six Months Ended December 31, 2025

GAAP-based cash flows provided by operating activities

$ 466,422

Add:

Capital expenditures (1)

(85,749)

Free cash flows

$ 380,673

(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 September 30, 2025

(In thousands, except for per share data)

Three Months Ended September 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

$ 172,217

$ (1,749)

(1)

$ 170,468

Customer support

64,064

(1,053)

(1)

63,011

Professional service and other

63,038

(499)

(1)

62,539

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 (%)

937,516

72.8 %

47,505

(3)

985,021

76.5 %

Operating expenses

Research and development

169,128

(3,609)

(1)

165,519

Sales and marketing

257,055

(6,896)

(1)

250,159

General and administrative

105,763

(3,875)

(1)

101,888

Amortization of acquired customer-based intangible assets

79,561

(79,561)

(2)

—

Special charges (recoveries)

20,139

(20,139)

(4)

—

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

269,949

161,585

(5)

431,534

Other income (expense), net

(2,976)

2,976

(6)

—

Provision for income taxes

39,199

44,902

(7)

84,101

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

146,616

119,659

(8)

266,275

GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText

$ 0.58

$ 0.47

(8)

$ 1.05

(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)

(3)

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

(4)

(5)

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

(6)

(7)

Adjustment relates to differences between the GAAP-based tax provision rate of approximately 21% 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 September 30, 2025

Per share diluted

GAAP-based net income, attributable to OpenText

$ 146,616

$ 0.58

Add:

Amortization

123,765

0.49

Share-based compensation

17,681

0.07

Special charges (recoveries)

20,139

0.08

Other (income) expense, net

2,976

0.01

GAAP-based provision for income taxes

39,199

0.15

Non-GAAP-based provision for income taxes

(84,101)

(0.33)

Non-GAAP-based net income, attributable to OpenText

$ 266,275

$ 1.05

Reconciliation of Adjusted EBITDA

Three Months Ended September 30, 2025

GAAP-based net income, attributable to OpenText

$ 146,616

Add:

Provision for income taxes

39,199

Interest and other related expense, net

81,114

Amortization of acquired technology-based intangible assets

44,204

Amortization of acquired customer-based intangible assets

79,561

Depreciation

35,921

Share-based compensation

17,681

Special charges (recoveries)

20,139

Other (income) expense, net

2,976

Adjusted EBITDA

$ 467,411

GAAP-based net income margin

11.4 %

Adjusted EBITDA margin

36.3 %

Reconciliation of Free Cash Flows

Three Months Ended September 30, 2025

GAAP-based cash flows provided by operating activities

$ 147,763

Add:

Capital expenditures (1)

(46,534)

Free cash flows

$ 101,229

(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, 2024

(In thousands, except for per share data)

Three Months Ended December 31, 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

$ 172,288

$ (2,796)

(1)

$ 169,492

Customer support

62,656

(1,139)

(1)

61,517

Professional service and other

68,041

(1,273)

(1)

66,768

Amortization of acquired technology-based intangible assets

47,203

(47,203)

(2)

—

GAAP-based gross profit and gross margin (%) /Non-GAAP-based gross profit and gross margin (%)

977,976

73.3 %

52,411

(3)

1,030,387

77.2 %

Operating expenses

Research and development

180,727

(7,656)

(1)

173,071

Sales and marketing

273,929

(11,223)

(1)

262,706

General and administrative

99,356

(6,274)

(1)

93,082

Amortization of acquired customer-based intangible assets

81,048

(81,048)

(2)

—

Special charges (recoveries)

15,238

(15,238)

(4)

—

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

295,799

173,850

(5)

469,649

Other income (expense), net

68,615

(68,615)

(6)

—

Provision for income taxes

50,893

41,755

(7)

92,648

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

229,862

63,480

(8)

293,342

GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText

$ 0.87

$ 0.24

(8)

$ 1.11

(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)

(3)

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

(4)

(5)

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

(6)

(7)

Adjustment relates to differences between the GAAP-based tax provision rate of approximately 18% 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, 2024

Per share diluted

GAAP-based net income, attributable to OpenText

$ 229,862

$ 0.87

Add:

Amortization

128,251

0.49

Share-based compensation

30,361

0.11

Special charges (recoveries)

15,238

0.06

Other (income) expense, net

(68,615)

(0.26)

GAAP-based provision for income taxes

50,893

0.19

Non-GAAP-based provision for income taxes

(92,648)

(0.35)

Non-GAAP-based net income, attributable to OpenText

$ 293,342

$ 1.11

Reconciliation of Adjusted EBITDA

Three Months Ended December 31, 2024

GAAP-based net income, attributable to OpenText

$ 229,862

Add:

Provision for income taxes

50,893

Interest and other related expense, net

83,615

Amortization of acquired technology-based intangible assets

47,203

Amortization of acquired customer-based intangible assets

81,048

Depreciation

31,879

Share-based compensation

30,361

Special charges (recoveries)

15,238

Other (income) expense, net

(68,615)

Adjusted EBITDA

$ 501,484

GAAP-based net income margin

17.2 %

Adjusted EBITDA margin

37.6 %

Reconciliation of Free Cash Flows

Three Months Ended December 31, 2024

GAAP-based cash flows provided by operating activities

$ 347,992

Add:

Capital expenditures (1)

(41,269)

Free cash flows

$ 306,723

(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 six months ended December 31, 2024

(In thousands, except for per share data)

Six Months Ended December 31, 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

$ 347,545

$ (4,982)

(1)

$ 342,563

Customer support

125,230

(2,481)

(1)

122,749

Professional service and other

134,956

(2,587)

(1)

132,369

Amortization of acquired technology-based intangible assets

94,447

(94,447)

(2)

—

GAAP-based gross profit and gross margin (%) / Non-GAAP-based gross profit and gross margin (%)

1,888,334

72.5 %

104,497

(3)

1,992,831

76.5 %

Operating expenses

Research and development

371,420

(15,823)

(1)

355,597

Sales and marketing

519,811

(20,538)

(1)

499,273

General and administrative

206,086

(13,508)

(1)

192,578

Amortization of acquired customer-based intangible assets

162,552

(162,552)

(2)

—

Special charges (recoveries)

62,374

(62,374)

(4)

—

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

502,041

379,292

(5)

881,333

Other income (expense), net

32,960

(32,960)

(6)

—

Provision for income taxes

52,776

118,448

(7)

171,224

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

314,230

227,884

(8)

542,114

GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText

$ 1.18

$ 0.85

(8)

$ 2.03

(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)

(3)

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

(4)

(5)

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

(6)

(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:

Six Months Ended December 31, 2024

Per share diluted

GAAP-based net income, attributable to OpenText

$ 314,230

$ 1.18

Add (deduct):

Amortization

256,999

0.96

Share-based compensation

59,919

0.22

Special charges (recoveries)

62,374

0.23

Other (income) expense, net

(32,960)

(0.12)

GAAP-based provision for income taxes

52,776

0.20

Non-GAAP-based provision for income taxes

(171,224)

(0.64)

Non-GAAP-based net income, attributable to OpenText

$ 542,114

$ 2.03

Reconciliation of Adjusted EBITDA

Six Months Ended December 31, 2024

GAAP-based net income, attributable to OpenText

$ 314,230

Add:

Provision for income taxes

52,776

Interest and other related expense, net

167,897

Amortization of acquired technology-based intangible assets

94,447

Amortization of acquired customer-based intangible assets

162,552

Depreciation

64,050

Share-based compensation

59,919

Special charges (recoveries)

62,374

Other (income) expense, net

(32,960)

Adjusted EBITDA

$ 945,285

GAAP-based net income margin

12.1 %

Adjusted EBITDA margin

36.3 %

Reconciliation of Free cash flows

Six Months Ended December 31, 2024

GAAP-based cash flows provided by operating activities

$ 270,186

Add:

Capital expenditures (1)

(80,585)

Free cash flows

$ 189,601

(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 six months ended December 31, 2025 and 2024:

Three Months Ended December 31, 2025

Three Months Ended December 31, 2024

Currencies

% of Revenue

% of Expenses (1)

% of Revenue

% of Expenses (1)

EURO

26 %

14 %

23 %

13 %

GBP

5 %

6 %

5 %

7 %

CAD

3 %

13 %

3 %

10 %

USD

55 %

43 %

58 %

46 %

Other

11 %

24 %

11 %

24 %

Total

100 %

Six Months Ended December 31, 2025

Six Months Ended December 31, 2024

Currencies

% of Revenue

% of Expenses (1)

% of Revenue

% of Expenses (1)

EURO

25 %

13 %

23 %

12 %

GBP

5 %

6 %

5 %

7 %

CAD

3 %

13 %

3 %

10 %

USD

56 %

45 %

59 %

48 %

Other

11 %

23 %

10 %

23 %

Total

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).

SOURCE Open Text Corporation