What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-08-07 compared with 2024-08-01 · 1247 added, 1094 removed, 2696 unchanged (46% of the section changed)

2 unchanged sentences

As of the end of the period covered by this Annual Report on Form 10-K, our management, with the participation of the Chief Executive Officer and Chief Financial Officer, performed an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rule 13a-15(e) promulgated under the Exchange Act.

Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that as of June 30, 2024, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act were recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that information required to be disclosed by us in the reports we file under the Exchange Act (according to Rule 13(a)-15(e)) is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that as of June 30, 2025, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act were recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that information required to be disclosed by us in the reports we file under the Exchange Act (according to Rule 13(a)-15(e)) is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

(B) Management’s Annual Report on Internal Control over Financial Reporting

14 unchanged sentences

Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls.

The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in

Tab le of C ontents

achieving its stated goals under all potential future conditions.

Any evaluation of prospective control effectiveness, with respect to future periods, is subject to risks.

10 unchanged sentences

Not Applicable.

Tab le of C ontents

Directors, Executive Officers and Corporate Governance

3 unchanged sentences

Paul Duggan 50 President, Chief Customer Officer

Todd Cione 54 President, OpenText Worldwide Sales

Madhu Ranganathan 60 President, Chief Financial Officer & Corporate Development

Todd Cione 55 President, Worldwide Sales

Michael Acedo 44 Executive Vice President, Chief Legal Officer & Corporate Secretary

Cosmin Balota 50 Senior Vice President, Chief Accounting Officer

Cosmin Balota (5)

51 Senior Vice President, Chief Accounting Officer

Shannon Bell 50 Executive Vice President, Chief Digital Officer

Muhi Majzoub 64 Executive Vice President, Chief Product Officer

Savinay Berry

49 Executive Vice President, Chief Product Officer

Muhi Majzoub 65 Executive Vice President, Security Products

James McGourlay 56 Executive Vice President, International Sales

Sandy Ono 43 Executive Vice President, Chief Marketing Officer

Paul Rodgers 61 Executive Vice President, Sales Operations

Brian Sweeney 61 Executive Vice President, Chief Human Resources Officer

Chadwick Westlake (4)

46 Executive Vice President, Chief Financial Officer

Thomas Jenkins 65 Chair of the Board

2 unchanged sentences

Robert Hau (2)

Goldy Hyder 57 Director

Powell (1)(3)

Goldy Hyder (1)

Kristen Ludgate 62 Director

Fletcher Previn

Annette Rippert (1)

Sadler 74 Director

Michael Slaunwhite (1)

Stevenson (2)

4 unchanged sentences

(3) Member of the Corporate Governance and Nominating Committee.

Westlake will depart the Company and step down from his role as Chief Financial Officer effective August 15, 2025.

(5) Following Mr.

Westlake’s departure effective August 15, 2025 and until a permanent successor is appointed, Mr.

Balota will serve as Chief Financial Officer on an interim basis.

Barrenechea joined OpenText in January 2012 as the President and Chief Executive Officer.

16 unchanged sentences

Barrenechea was the Vice President of Development at Tesseract, where he was responsible for reshaping the company’s line of CRM and human capital management software.

Barrenechea serves as a member of the Board and Audit Committee Chair of Dick’s Sporting Goods and is also on the Board of Directors of the Leukemia & Lymphoma Society.

Barrenechea serves as a member of the Board and Audit Committee Chair of Dick’s Sporting Goods and is also

Tab le of C ontents

on the Board of Directors of the Leukemia & Lymphoma Society.

In the past five years, Mr.

Barrenechea also served as a director of Hamilton Insurance Group and as a board member of Avery Dennison Corporation.

Barrenechea holds a

Bachelor of Science degree in computer science from Saint Michael’s College.

Barrenechea holds a Bachelor of Science degree in computer science from Saint Michael’s College.

He has been the recipient of many awards, including the 2011 Best Large Company CEO from the San Francisco Business Times and 2015 Results-Oriented CEO of the year by CEO World Awards.

6 unchanged sentences

Creating Trust in a Zero Trust World and The Information Advantage .

Duggan has served as Executive Vice President, Chief Customer Officer since January 2023.

Duggan has served as President, Chief Customer Officer since January 2023.

Prior to this role, Mr.

22 unchanged sentences

as a non-executive director, Technology & Services Industry Association’s CRO Advisory Board, and Baylor University Advisory Boards with Hankamer School of Business and ProSales.

Madhu Ranganathan

Ranganathan joined OpenText as Executive Vice President, Chief Financial Officer in April 2018 and became President, CFO and Corporate Development in April 2024.

With more than 25 years of financial leadership experience, Ms.

Ranganathan served as the Chief Financial Officer for [24]7.ai from June 2008 to March 2018.

Ranganathan also held senior financial roles at Rackable Systems from December 2005 to May 2008, Redback Networks from August 2002 to November 2005, and Backweb Technologies from December 1996 to January 2000.

She also has public accounting experience with PricewaterhouseCoopers LLC.

Ranganathan currently serves as a Board Member for the Bank of Montreal and Akamai Technologies.

In past years she served as a Board Member of ServiceSource and Watermark, a Bay Area organization focused on professional development for women.

Ranganathan holds an MBA in Finance from the University of Massachusetts, is a member of the AICPA and a Chartered Accountant (India).

Michael Acedo

2 unchanged sentences

Acedo has held various increasingly senior legal roles, primarily supporting corporate governance, external reporting, investor relations, Corporate Citizenship, capital markets, corporate communications, government relations, and merger and acquisitions matters and, most recently, as the Vice President, General Counsel–Corporate & Corporate Secretary.

Acedo is responsible for leading the global legal organization, including the Office of the Chief Compliance Officer and the Corporate Secretarial department.

Acedo is responsible for leading the global legal organization, including the Office of the Chief Compliance Officer and the Corporate Secretarial department, as well as the Corporate Development function.

Prior to joining OpenText, Mr.

2 unchanged sentences

(Honours) from The University of Toronto, and is a member of the New York State Bar Association and a Foreign Legal Consultant with the Law Society of Ontario.

Tab le of C ontents

Cosmin Balota

18 unchanged sentences

Bell graduated with an MBA from University of Surrey in England.

Majzoub has served as Executive Vice President, Chief Product Officer since September 2019.

Prior to this role, Mr.

Majzoub served as Executive Vice President, Engineering from January 2016 to September 2019 and as Senior Vice President, Engineering from June 2012 to January 2016.

Savinay Berry

Berry joined OpenText as the Executive Vice President and Chief Product Officer in January 2025.

He leads the Product and Engineering organization to define the vision and strategy for OpenText products including Content, Experience, Business Network, IT Operations, Application Delivery, Analytics & Legal Tech, and more.

Prior to joining OpenText, Mr.

Berry was EVP, Product and Engineering at Vonage, part of Telefonaktiebolaget LM Ericsson, where he was responsible for global leadership of Vonage’s engineering, product management, and security teams.

Prior to joining Vonage, he was Senior Vice President, Cloud Services at OpenText from January 2019 to February 2021 and Vice President, Engineering and Products from January 2017 to January 2019.

Prior to OpenText, Mr.

Berry was Vice President, Product Management at Dell EMC.

Prior to Dell EMC, Mr.

Berry held various leadership roles at Intuit, Empowered Inc.

and Dell Inc.

Berry holds both a Bachelor’s and Master’s degree in Electrical and Computer Engineering and an M.B.A.

from Kellogg School of Management at Northwestern University.

Majzoub has served as Executive Vice President, Security Products since January 2025.

Prior to this Mr.

Majzoub served as Executive Vice President, Chief Product Officer from September 2019 to January 2025, Executive Vice President, Engineering from January 2016 to September 2019 and as Senior Vice President, Engineering from June 2012 to January 2016.

Majzoub is responsible for managing product development cycles, global development organization and driving internal operations and development processes.

Majzoub is a seasoned enterprise software technology executive having recently served as Head of Products for NorthgateArinso, Inc., a private company that provides global Human Resources software and services.

Majzoub is a seasoned enterprise software technology executive having served as Head of Products for NorthgateArinso, Inc., a private company that provides global Human Resources software and services.

Prior to this, Mr.

8 unchanged sentences

McGourlay joined OpenText in 1997 and held progressive positions in information technology, technical support, product support and special projects, including, Director, Customer Service and Vice President, Customer Service.

Tab le of C ontents

Ono joined OpenText as Executive Vice President and Chief Marketing Officer in January 2022.

3 unchanged sentences

Ono has a Bachelor’s degree in business administration and rhetoric from UC Berkeley, and her MBA from the Wharton School of Business.

Rodgers joined OpenText as Executive Vice President, Sales Operations in January 2023.

Prior to joining the Company, Mr.

Rodgers served as the Business Operations and Integration lead for Micro Focus from April 2018 to January 2023, where he was responsible for overseeing the successful integrations resulting from Micro Focus’ merger and acquisition activity.

Rodgers joined Micro Focus in April 2008 as the Group Human Resources Director, and prior to joining Micro Focus, Mr.

Rodgers spent 17 years with International Business Machines Corporation and four years as Managing Director of a successful Executive Human Resources consultancy business.

Brian Sweeney

12 unchanged sentences

Sweeney holds an MBA from the University of Michigan and a Bachelor’s degree in Sociology from Vanderbilt University.

Chadwick Westlake

Westlake joined OpenText as Executive Vice President, Chief Financial Officer in March 2025.

His responsibilities include investor relations, treasury, capital markets, core finance functions and strategic process improvement.

Prior to this role, Mr.

Westlake served as the Chief Financial Officer for EQB Inc.

During that time, Mr.

Westlake led corporate strategy and development, investor relations, treasury, capital markets, core finance, legal and other productivity efforts.

Westlake has deep experience in finance and banking and previously held progressively senior roles at The Bank of Nova Scotia over more than 18 years where he earned a strong reputation for transformation leadership and driving business results.

He was Senior Vice President & Chief Financial Officer of Canadian Banking & Global Wealth Management, and most recently Executive Vice President, Enterprise Productivity and Canadian Banking Finance where he set the strategy and implementation of global initiatives to reduce costs, accelerate revenue growth, redesign and automate processes.

Westlake holds a Chartered Financial Analyst (CFA) designation, a BA degree in Economics and Management Studies from the University of Waterloo and completed an Executive Program with the Fuqua School of Business at Duke University.

Thomas Jenkins

22 unchanged sentences

From January 2005 until July 2006, Mr.

Fowlie held the position of Vice President and General Manager, Digital Media, of Harris Corporation, formerly Leitch Technology Corporation (Leitch), a company that was engaged in the manufacturing of audio and video infrastructure products for the professional broadcast and video industry.

Tab le of C ontents

products for the professional broadcast and video industry.

From June 1999 to January 2005, Mr.

5 unchanged sentences

Fowlie was a partner with KPMG LLP, Chartered Accountants, where he worked from 1984 to February 1998.

Fowlie received a B.B.A.

(Honours) from Wilfrid Laurier University and is a Chartered Professional Accountant.

Fowlie is also a director of InvestorCom Inc.

and Sapphire Digital Health Solutions Inc., both privately held companies.

Fowlie received a B.B.A.(Honours) from Wilfrid Laurier University and is a Chartered Professional Accountant.

Fowlie is also a director of InvestorCom Inc., a privately held company.

In the last five years, Mr.

Fowlie also served as a director of Dye & Durham Limited (TSX:

DND) a leading provider of cloud-based software and technology solutions for legal and business professionals.

DND) a leading provider of cloud-based software and technology solutions for legal and business professionals and Sapphire Digital Health Solutions Inc.

Major General David Fraser

Major-General (Ret.) David Fraser has served as a director of OpenText since September 2018.

Fraser is the President of Aegis Six Corporation of Toronto.

Fraser is the President of Aegis Six Corporation of Elgin.

Fraser was commissioned as an Infantry Officer following graduation from Carleton University with a Bachelor of Arts in 1980.

9 unchanged sentences

Fraser currently works with the Bank of Montreal on their Canadian Defence Community Banking Program and serves as a director of Antoxa Corp.

and the Canadian Forces College Foundation.

In the last five years, Mr.

Fraser was also a member of the Conference of Defence Association board and was a director of Route1 Inc.

and Canadian Forces College Foundation.

Fraser is also a mentor at the Ivey Business School and is the co-author of Operation Medusa, The Furious Battle that Saved Afghanistan from the Taliban .

Hamilton has served as a director of OpenText since December 2006.

Hamilton previously led a team of over 2,000 employees worldwide as Executive Vice President at Symantec Corp (Symantec), an infrastructure software company, and had “P&L” responsibility for their global services and support business.

While leading Symantec’s $2 billion enterprise and consumer business, Ms.

Hamilton helped steer the company through an aggressive acquisition strategy.

In 2003, Information Security magazine recognized Ms.

Hamilton as one of the “20 Women Luminaries” shaping the security industry.

Hamilton has over 20 years of experience growing leading technology and services businesses in the enterprise market.

She has extensive management experience at Compaq Computer Corporation and Hewlett-Packard Company, as well as Microtec Research, Inc.

Hamilton received both a BSEE from the University of Colorado and an MSEE from Stanford University.

Currently, Ms.

Hamilton is also a director of Arrow Electronics, Inc.

Hamilton also served as a director of Ixia and Westmoreland Coal Company.

She was named as one of WomenInc.’s 2018 Most Influential Corporate Board Directors.

Hau has served as a director of OpenText since September 2020.

15 unchanged sentences

and Master’s degree in Public Policy from the University of Calgary.

Powell has served as a director of OpenText since June 2021.

She is currently a Corporate Director.

Powell is the former EVP, Global Chief Human Resource Officer for Bristol Myers Squibb (BMS) whose mission is to discover, develop and deliver innovative medicines that help patients prevail over serious diseases.

With a focus on business performance, Ms.

Powell led efforts to drive the corporation’s global people strategy, empowering the company’s current and future workforce and building a healthy culture focused on serving patients and communities.

Powell worked across the enterprise to support BMS’s commitment to creating an energizing work experience and a diverse and globally inclusive culture.

Powell’s industry experience and expertise lie in executive compensation, global leadership development, change management, global diversity and inclusion, training design and delivery, recruitment and placement, labour relations, mergers and acquisitions, divestitures and green field start-ups.

With a career spanning both international and domestic assignments, Ms.

Powell has held leadership roles of increasing responsibility within the gas, chemical and pharmaceutical industries, including Dow Chemical and Wyeth Pharmaceuticals.

Prior to joining BMS in 2013, Ms.

Powell was the Chief Human Resources Officer for Shire Pharmaceuticals.

Powell holds a B.S.

degree from Iowa State University, a Master’s degree in Industrial Relations, University of Minnesota, and is certified as a Senior Professional in Human Resources (SPHR®).

Kristen Ludgate

Ludgate was appointed as a director of OpenText in June 2025.

Ludgate is a seasoned executive and strategic advisor on global workforce and human resource strategies.

Most recently, Ms.

Ludgate served as Chief People Officer at HP Inc.

(HP), a global publicly traded technology company with a broad product and services portfolio.

Ludgate helped HP through significant transformation, deploying future-of-work strategies, strengthening leadership development, evolving culture, and implementing talent management and skills platforms.

Prior to joining HP, Ms.

Ludgate spent more than 15 years

Tab le of C ontents

at 3M Company (3M), with her most recent role as Executive Vice President and Chief Human Resources Officer, where she led People & Culture as a key strategic priority.

She held multiple legal and executive roles at 3M, leading global teams in legal, compliance, human resources, and communications.

Ludgate has a bachelor's degree from Bowdoin College and a J.D.

from University of Minnesota Law School.

Ludgate currently serves on the Board of Directors of Associated Bank, a publicly-traded bank, and is a member of their Compensation and Benefits and Corporate Governance and Social Responsibilities committees.

Fletcher Previn

Previn was appointed as a director of OpenText in November 2024.

He is the Senior Vice President & Chief Information Officer of Cisco Systems, Inc., a worldwide technology leader that connects a broad range of technologies that help to power, secure, and draw insights from the Internet.

Previn was recognized by Forbes on the “The Forbes CIO Next List” for his leadership in driving AI initiatives at Cisco.

Prior to joining Cisco, Mr.

Previn spent 15 years at International Business Machines, with his most recent role serving as their Global Chief Information Officer where he led a global team of more than 12,000 IT professionals.

A systems engineer by training, Mr.

Previn holds a Bachelor of Arts degree from Connecticut College.

Previn currently serves as a board member of Taylor Morrison Home Corporation.

Annette Rippert

Rippert was appointed as a director of OpenText in July 2024.

She is the former Group Chief Executive – Strategy & Consulting at Accenture, having retired after 28 years of service in 2022.

In that role, Ms.

Rippert led Accenture's global Strategy & Consulting business, transforming the advisory services portfolio by accelerating the use of technology, data, and AI to drive new, differentiated growth.

She spearheaded the acquisition of more than 20 companies and introduced Accenture's “Business Futures” thought leadership, creating a strong foundation for the future.

Rippert also led Accenture's Technology business in North America, pivoting the business to new areas including data, cloud, platform services, and software engineering.

Throughout her distinguished career, she has helped clients digitally transform in key industries such as communications, media, technology, health, and public service.

Rippert serves as a member of the Board of Trustees for Northwestern University.

From 1994 until her retirement in 2022, Ms.

Rippert held numerous senior roles at Accenture plc, serving most recently as Group Chief Executive – Strategy & Consulting.

In that capacity, she transformed the advisory services portfolio - driving growth through technology, data, and AI - led the acquisition of more than 20 companies, and initiated the influential “Business Futures” thought leadership program.

Earlier in her tenure at Accenture, Ms.

Rippert headed the North America Technology business, successfully realigning operations towards data, cloud, platform services, and software engineering.

She has guided major digital transformations across communications, media, technology, healthcare, and public-sector organizations.

Rippert serves on the Board of Directors of The Hartford Financial Services Group, Inc., a publicly-traded property and casualty insurer.

Rippert serves as a member of the Northwestern University Board of Trustees.

Rippert holds a Bachelor of Science degree in Computer Science and a Master of Management degree, both from Northwestern University.

10 unchanged sentences

He is also a Chartered Professional Accountant.

Michael Slaunwhite

Slaunwhite has served as a director of OpenText since March 1998.

Slaunwhite also previously served on the board of Vector Talent Holdings, L.P., the parent holding company of Saba Software from 2017 to December 2020.

Previously, Mr.

Slaunwhite also served as Chairman of the Board of Saba Software.

Prior to his appointment at Vector Talent Holdings, Mr.

Slaunwhite served as CEO and Chairman of Halogen Software Inc.

from 2000 to August 2006, as President and Chairman from 1995 to 2000, and as a Director and Chairman from 1995 up to its acquisition by Vector Talent Holdings in 2017.

From 1994 to 1995, Mr.

Slaunwhite was an independent consultant to a number of companies, assisting them with strategic and financing plans.

Slaunwhite was the Chief Financial Officer of Corel Corporation from 1988 to 1993.

Slaunwhite holds a B.A.

Commerce (Honours) from Carleton University .

Stevenson has served as a director of OpenText since December 2008.

1 unchanged sentence

over the past two decades, where she has consistently assumed leadership roles.

Stevenson is the Chair of the Board of the Canadian Imperial Bank of Commerce (CIBC).

Stevenson also serves on the board of Unity Health Toronto.

Stevenson is the Chair of the Board of the Canadian Imperial Bank of Commerce (CIBC) and she also serves on the Boards of CIBC Bank USA and CIBC Bancorp USA Inc.

In addition, Ms.

Stevenson serves on the board of Unity Health Toronto.

Stevenson has previously served as a director of Capital Power Corporation and CAE Inc.

3 unchanged sentences

She is certified with the professional designation ICD.D.

granted by the Institute of Corporate Directors (ICD).

granted by the Institute of Corporate Directors (ICD), which honoured her in June 2025 as a Fellow, reflecting her leadership contributions to corporate governance.

Stevenson received an honorary doctorate from Carleton University and has been named one of the Top 100 Most Powerful Women in Canada.

4 unchanged sentences

Prior to founding LaBarge Weinstein LLP, Ms.

Weinstein was a partner of the law firm Blake, Cassels & Graydon LLP, where she practiced from 1990 to 1997 in Ottawa, and in Toronto from 1985 to 1987.

Weinstein was a partner of the

Tab le of C ontents

law firm Blake, Cassels & Graydon LLP, where she practiced from 1990 to 1997 in Ottawa, and in Toronto from 1985 to 1987.

Weinstein also serves on a number of not-for-profit boards.

14 unchanged sentences

Code of Business Conduct and Ethics

We have a Code of Business Conduct and Ethics (the Ethics Code) that applies to all of our directors, officers and employees.

We have an Ethics Code that applies to all of our directors, officers and employees.

The Ethics Code incorporates our guidelines designed to deter wrongdoing and to promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, and compliance with all applicable laws and regulations.

4 unchanged sentences

The Company, including the Corporate Governance and Nominating Committee, views diversity in a broad context and considers a variety of factors when assessing nominees for the Board.

The Company has established a Board Diversity Policy recognizing that a Board made up of highly qualified directors from diverse backgrounds, including diversity of gender, age, race, sexual orientation, religion, ethnicity and geographic representation, is important.

The Company has established a policy recognizing that a Board made up of highly qualified directors from diverse backgrounds, including diversity of gender, age, race, sexual orientation, religion, ethnicity and geographic representation, is important.

In reference to the disclosure requirements under the CBCA, the Company has not adopted a written policy that specifically relates to the identification and nomination of women, aboriginal peoples in Canada, persons with disabilities and members of visible minorities (collectively, the Designated Groups) for election as directors.

As discussed above, the Board Diversity Policy of the Company includes consideration of broader categories of diversity beyond those of the Designated Groups but which encompass the Designated Groups and which the Board of Directors considers to be better aligned to achieve the range of perspectives, experience and expertise required by the Company.

Pursuant to the requirements of the CBCA, the Company considers broader categories of diversity beyond those of the Designated Groups but which encompass the Designated Groups and which the Board of Directors considers to be better aligned to achieve the range of perspectives, experience and expertise required by the Company.

For each of the four Designated Groups, the Company has not established a specific target number or percentage, nor a specific target date by which to achieve a specific target number or percentage of members of each Designated Groups on the Board, as we consider a multitude of factors, including skills, experience, expertise, character and the Company’s objective and challenges at the time in determining the best nominee at such time.

As of the date of filing of this Annual Report on Form 10-K, there are five women on the Board which represents approximately 38% of the Board, and 45% of the independent Board members.

In accordance with the CBCA disclosure requirements, as of the date of filing of this Annual Report on Form 10-K, there are four women on the Board which represents approximately 33% of the Board, and 40% of the independent Board members.

One director self-identified to the Company as a person with disabilities.

3 unchanged sentences

The Company does not have a director retirement policy, however, the Corporate Governance and Nominating Committee considers the results of its director assessment process in determining the nominees to be put forward.

In conducting director evaluations and nominations, the Corporate Governance and Nominating Committee considers the composition of the Board and whether there is a need to include nominees with different skills, experiences and perspectives on the Board.

In conducting director evaluations and nominations, the

Tab le of C ontents

Corporate Governance and Nominating Committee considers the composition of the Board and whether there is a need to include nominees with different skills, experiences and perspectives on the Board.

This flexible approach allows the Company to consider each director individually as well as the Board composition generally to determine if the appropriate balance is being achieved.

The onboarding of five new directors over the past six years demonstrates the Company’s focus on this approach.

The table below reports self-identified diversity statistics for the Board as required by NASDAQ Rule 5606.

Board Diversity Matrix

Country of Principal Executive Offices Canada

Foreign Private Issuer Yes

Disclosure Prohibited Under Home Country Law No

As of June 30, 2024

As of June 30, 2023

Total Number of Directors

Gender Identity Female Male Non-Binary Did Not Disclose Gender Female Male Non-Binary Did Not Disclose Gender

Directors 4 6

Demographic Background

Underrepresented Individual in Home Country Jurisdiction 1

Did Not Disclose Demographic Background 2 2

______________________

(1) Does not include Annette Rippert, who joined the Board in July 2024.

Diversity in Executive Officer Positions

The Company is committed to a diverse and inclusive workplace, including advancing women to executive officer positions.

The Company has adopted a formal written Global Employment Equity and Diversity Policy which expresses its commitment to fostering a diverse and inclusive workplace for all employees, regardless of culture, national origin, race, color, gender, gender identification, sexual orientation, family status, age, veteran status, disability, or religion, or other basis.

A principal objective of our Global Employment Equity and Diversity Policy is to support and monitor the identification, development and retention of diverse employees, including gender diversity at executive and leadership positions.

We will continue to develop a sustainable culture of equity, diversity and inclusion that provides all employees an opportunity to excel, and strive to present diverse slates of candidates for all our roles and mandate it for our senior leader positions.

At the executive officer level, we consider a multitude of factors, including skills, experience, expertise, character and the Company’s objectives and challenges at the time in determining the best appointment at such time.

To advance equity, diversity and inclusion, we have committed to have, by 2030, a majority of ethnically diverse staff, with a 50/50 gender representation in key roles and 40% women in leadership positions at all management levels.

The Company currently has one woman as a Named Executive Officer (17%) and three women as executive officers part of the executive leadership team (ELT) (27%), while approximately 21% of existing positions on the senior leadership team (SLT), exclusive of our ELT, are held by women.

The Company is committed to an inclusive culture and values that enable everyone to thrive and bring different perspectives to making software, and that fuels our goal to be the best Information Management company in the world.

Governed by our published values, the Company communicates our commitment to fostering a merit-based inclusive workplace for all employees, regardless of culture, national origin, race, color, gender, gender identification, sexual orientation, family status, age, veteran status, disability, or religion, or other basis.

We will continue to develop a sustainable business and customer-first culture, with a focus on inclusion, that provides all employees with an opportunity to excel.

The Company has not adopted a written policy that specifically relates to the identification and nomination of women, aboriginal peoples in Canada, persons with disabilities and members of visible minorities (collectively, the Designated Groups) for appointment to executive officer positions.

At the executive officer level, we consider a multitude of factors, including skills, experience across our global footprint at scale, expertise, and the Company’s objectives and challenges at the time in determining the best appointment at such time.

Given the robust approach we take to sourcing broadly for executive talent, and our focus on our detailed approach to ensuring a wide range of experiences and qualifications, we do not currently have specific targets for Designated Groups.

We believe that our approach will ensure a diverse talent pool.

As of June 30, 2025, the Company has two women as executive officers as part of the executive leadership team (ELT) (18%), while approximately 21% of existing positions on the senior leadership team (SLT), exclusive of our ELT, are held by women.

18% of ELT and SLT members are based outside of North America.

3 unchanged sentences

A copy of our policies and procedures is filed as Exhibit 19.1 to this report.

Tab le of C ontents

Executive Compensation

TALENT AND COMPENSATION COMMITTEE REPORT

Our Talent and Compensation Committee of Open Text’s board of directors (the Talent and Compensation Committee, the Compensation Committee or the Committee) has reviewed and discussed with our management the following Compensation Discussion and Analysis (CD&A).

Our Talent and Compensation Committee of Open Text’s Board (the Talent and Compensation Committee) has reviewed and discussed with our management the following Compensation Discussion and Analysis (CD&A).

Based on this review and discussion, our Talent and Compensation Committee has recommended to the Board that the following CD&A be included in our Annual Report on Form 10-K for Fiscal 2025.

This report is provided by the following independent directors, who comprise our Compensation Committee:

Ann Powell (Chair), David Fraser, Gail Hamilton and Michael Slaunwhite.

To the extent that this Annual Report on Form 10-K has been or will be specifically incorporated by reference into any filing by us under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (Exchange Act), this “Compensation Committee Report” shall not be deemed “soliciting materials”, unless specifically otherwise provided in any such filing.

This report is provided by the following independent directors, who comprise our Talent and Compensation Committee:

David Fraser, Goldy Hyder and Annette Rippert.

To the extent that this Annual Report on Form 10-K has been or will be specifically incorporated by reference into any filing by us under the Securities Act of 1933, as amended, or the Exchange Act, this “Talent and Compensation Committee Report” shall not be deemed “soliciting materials”, unless specifically otherwise provided in any such filing.

LETTER FROM OUR TALENT AND COMPENSATION COMMITTEE

Dear Fellow Shareholders,

We are Engaged, Listening, and Responding to Shareholder Feedback

The Talent and Compensation Committee seeks to ensure that our executive compensation and talent programs closely align the interests of our executives with those of our shareholders.

We conduct extensive engagement with our shareholders to obtain feedback on topics including our executive compensation program.

During the past fiscal year, we have reached out to shareholders representing approximately 56% of our outstanding shares, and held meetings with 9 of our 15 largest shareholders, with our Board Chair and the Chair of our Talent and Compensation Committee leading all of these meetings.

We listened to the feedback, discussed and analyzed it, and then evaluated every aspect of the design of our executive compensation program with shareholder feedback in mind.

The design changes that we have made to our executive compensation program further our objectives to attract and retain critical leaders, incentivize leaders to deliver on our strategy, and create long-term value for shareholders.

We believe these changes are welcomed by our shareholders based on our engagement meetings.

In Fiscal 2024, we also refreshed our Board committees to benefit from new perspectives and enhance its effectiveness through, among other things, the appointment of a new Talent and Compensation Committee Chair.

Annual Shareholder Meeting Feedback

Following our Fiscal 2023 annual meeting of shareholders, we immediately re-engaged with our shareholders to obtain feedback and understand their concerns regarding our executive compensation program.

Shareholders expressed appreciation for the continued engagement on our executive compensation program, our continued desire to evaluate and evolve our compensation practices, and our commitment to be responsive to their concerns, but were critical of certain of our prior compensation practices.

We learned that many investors did not support our Fiscal 2023 say-on-pay vote primarily because of the quantum and timing of the one-time performance-based stock options grant to our CEO in Fiscal 2022 following the announcement of the Micro Focus acquisition.

How we are Responding to Shareholder Feedback

We responded to those concerns by upholding our commitment to only deliver Fiscal 2024 long-term incentive awards through our annual long-term incentive plans (LTIP) without any special one-time awards.

Further, for Fiscal 2024, we made no adjustments to our CEO’s base salary, ensured stretch goals in our approach to setting targets for our annual short-term incentive (STI) plan, and made sure that our Named Executive Officers’ compensation remains competitive to attract and retain talent while ensuring our LTIP parameters remain highly correlated to shareholder returns.

The CEO’s Fiscal 2024 total direct compensation, which is the sum of his salary, target STI opportunity and the fair value of his LTIP award, was 15% below the median compensation of our benchmarked peer group.

We have also committed that we will only deliver Fiscal 2025 long-term incentive awards through the annual LTIP without any special one-time awards.

It is our intention to ensure that the competitive pay levels needed to attract and retain both our CEO and our Named Executive Officers are delivered through annual programs aligned with shareholder interests.

direct response to shareholder feedback and in consideration of the lack of majority support for our advisory say-on-pay proposal last year, we have made substantial changes to our executive compensation program for the current Fiscal 2025:

• We adjusted our long-term incentive Performance Share Unit (PSU) plan such that target awards will only be earned for achieving relative Total Shareholder Return (rTSR) that is above the median, with target earned if performance is at the 55th percentile against the rTSR of the constituents of the NASDAQ Composite Index.

• We modified the payout curve of our annual STI plan for Named Executive Officers to deleverage it such that higher above target Revenue and above target Adjusted Operating Income (AOI) results must be achieved to be eligible for a maximum payout under the plan.

• We evaluated and confirmed the measures of Revenue and AOI, each weighted 50%, reflect our overarching strategy focused on profitable growth as we continue to gain efficiencies through management of the acquired Micro Focus business while taking a relentless focus on organic growth, leveraging AI and accelerating to the Cloud.

• We modified our change in control provisions such that in the event of a change in control event, payments for PSUs granted beginning Fiscal 2025 will be paid based on actual rTSR results rather than at-target, on a pro-rata basis.

We had extensive discussions with our shareholders regarding the criteria and the composition of our compensation peer group.

Consistent with overwhelming shareholder feedback, we decided to leave our peer group unchanged for Fiscal 2025, as we deemed that a primarily U.S.

peer group remains relevant considering factors such as the highly competitive executive talent market, the U.S.-based location of most of our executive team (including the CEO), our industry’s complexity, our global reach as well as the choices that investors make in allocating their capital.

We believe these changes enhance our pay-for-performance philosophy, further align the interests of our executives with shareholders and advance our objectives to attract, develop and retain critical leaders given the exceptionally competitive landscape for executive talent.

In addition, we are committed to providing clearer, more transparent disclosure regarding our redesigned program so that our shareholders can better understand our decision-making on executive compensation topics.

We continuously review ways to evolve our executive compensation program to attract, motivate and retain our executives because they are critical to our ongoing success and long-term shareholder value creation.

We greatly benefit from and appreciate dialogue with our shareholders and look forward to continuing discussions.

Thank you for your support and investment in OpenText.

Dear Shareholders,

The Talent and Compensation Committee’s most critical responsibility is ensuring that our executive compensation program attracts, hires, retains and motivates the best talent in the technology industry while aligning to your interests and directly responding to your concerns.

The 2024 Say-on-Pay vote was deeply reviewed and considered.

We are not just listening—we are taking clear actions.

Engaging with our shareholders is a core priority.

Over the past years, we have conducted extensive outreach regarding our executive compensation program, and these efforts intensified throughout Fiscal 2024.

Following the 2024 annual general meeting of shareholders (AGM), we launched an engagement initiative focused specifically on compensation, implementing changes in direct response to the feedback.

In March 2025, our independent Board members met with six large institutional investors (representing 20% of our shares) to discuss our compensation program - on top of our regular touchpoints with these investors.

In addition to these meetings, we also engaged governance representatives of our top 25 largest shareholders.

These meetings included participation from key senior executives, including our Chief Human Resources Officer, Chief Financial Officer and Chief Legal Officer & Corporate Secretary, to cover executive compensation and other important governance topics.

In total, we extended invitations to holders of over 55% of our shares and ultimately met with shareholders representing 40% of our total shares outstanding to discuss executive compensation, in addition to our regular investor touchpoints.

Throughout the year, we met with certain shareholders as many as six times, reflecting the depth of our commitment to understanding and addressing investor concerns, and we remain committed to continuing this outreach beyond the 2025 AGM.

We also considered prior published reports from proxy advisory firms to understand their perspectives on specific elements of our compensation program and to appropriately incorporate their views into our ongoing enhancements.

Following intensive engagement and internal reviews, we engaged a new independent Talent and Compensation Committee compensation consultant, Meridian Compensation Partners (Meridian), to provide a fresh perspective to further align our pay practices with best-in-class governance standards and shareholder expectations.

Meridian’s mandate, as a fully independent consultant to the Talent and Compensation Committee, has been to reevaluate our compensation program against market and best industry practices, and recommend changes.

Tab le of C ontents

We are acting on what we heard .

After a thorough analysis of your feedback, in close consultation with Meridian and the new members of the Talent and Compensation Committee, and with support from our CEO, we have redesigned the compensation program for our executive officers by implementing significant and meaningful changes to our Fiscal 2026 program, including:

• New Peer Group :

We received feedback from our shareholders that, while the industry and revenue alignment of our peer group was strong, there were concerns that too many of our peers were too large, in market capitalization terms, compared to OpenText.

We updated our peer group, replacing eight peer group companies with six new peers, to better match our market capitalization, global reach, revenue parameters and operational complexity, and to reflect whom we compete against (see Section V – Compensation Peer Group for more information on our new peer group and our benchmarking analysis).

• Commitment to Predictable and Transparent LTIP Awards :

We have reaffirmed our commitment to delivering long-term incentive (LTI) awards exclusively through our annual long-term incentive plan (LTIP) programs.

We did not issue any one-time awards in Fiscal 2025 and are committed to maintaining this approach going forward to ensure consistency and alignment with shareholder expectations.

• Strengthening Pay-for-Performance Alignment :

We also made several changes to our compensation design to strengthen our pay-for-performance alignment for Fiscal 2026, including:

◦ Cap on PSU Payouts for Negative TSR:

We introduced a cap on PSU payouts at 100% of target if absolute total shareholder return (TSR) is negative over the PSU performance period, even if we outperform our peer index.

This cap is in addition to our increased target performance goal introduced in Fiscal 2025 requiring relative TSR overperformance versus the NASDAQ Composite Index (from the 50th percentile to the 55th percentile) in order to achieve a payout.

◦ Higher Performance Thresholds for STI Payouts:

We adjusted the payout curves under the short-term incentive (STI) plan, increasing the minimum performance threshold from 90% of target attainment, to 95%, to achieve any payout, as well as reducing payouts for all levels of financial performance below target (as described further in Section VI – Elements of Our Compensation Program).

We also increased the level of Adjusted Operating Income (AOI) attainment to qualify for maximum payouts to 104% of target, consistent with the performance/payout curve for the revenue metric under the STI plan.

◦ Elimination of Stock Options for Annual LTIP:

Our CEO’s and NEO’s annual LTIP grant package will no longer include stock options.

Rather, we are emphasizing a mix of performance-based equity vehicles, including 100% of the CEO’s annual LTIP grant being in the form of Performance Share Units (PSUs).

◦ Increased Share Ownership Guidelines:

To further strengthen alignment between executive interests and those of our shareholders, we doubled the equity ownership requirements for senior management to 2x base salary beginning in Fiscal 2026.

For our CEO, his ownership requirement will remain at 6x base salary, a level that already exceeds the average guideline requirement of our peer group.

• Reduced CEO Pay :

For Fiscal 2026, our CEO’s target value of equity grants under the LTIP will be lower than the grants made for Fiscal 2025.

Overall, together with our CEO, we made the determination to reduce the CEO’s compensation by $500,000 and his target total compensation sits below the 25 th percentile compared to our new peer group.

Talent and Compensation Committee Chair:

While we did not appoint a permanent Chair of the Talent and Compensation Committee in Fiscal 2025, we actively recruited for a new Board member with extensive experience in executive compensation.

To facilitate our Fiscal 2025 committee meetings, the chair position was rotated among our highly experienced Talent and Compensation Committee members, all of whom have joined the Talent and Compensation Committee within the past three fiscal years.

Board Refreshment:

To ensure our Board composition continues to reflect the evolving needs of the Company and incorporates fresh perspectives, we have appointed four new members over the past two years:

Goldy Hyder, Annette Rippert, Fletcher Previn and, most recently, Kristen Ludgate.

These new directors have bolstered the Board’s expertise in areas of public and international policy, information technology, strategy, executive compensation, communications and finance, and two of these new members, Mr.

Hyder and Ms.

Rippert, joined the Talent and Compensation Committee in Fiscal 2025.

See Item 10 of the Annual Report on Form 10-K for the year ended June 30, 2025 for further information on our Board members.

Tab le of C ontents

Key Executive Leadership Changes:

In line with our Talent and Compensation philosophy, over the past three fiscal years, the Board has appointed several key executives with extensive global technology company and industry experience, reflecting the external market for top executive talent.

These leaders bring valuable expertise and leadership experience to help accelerate our strategic priorities.

These appointments, including Todd Cione (President Worldwide Sales), Paul Duggan (President, Chief Customer Officer), Savinay Berry (Chief Product Officer), Sandy Ono (Chief Marketing Officer), and Shannon Bell (Chief Digital Officer), are expected to enhance our ability to scale execution across key areas of information management and drive our AI-first agenda.

Engagement with our shareholders is not a one-time effort, it is a fundamental, ongoing commitment.

We will continue to engage, listen, and take action to ensure our compensation practices align with your expectations.

Your voice is not just valued, it is driving real change.

We are committed to earning your confidence through transparency, accountability, and results.

The Talent and Compensation Committee

Ann Powell (Chair), David Fraser, Gail Hamilton and Michael Slaunwhite

Annette Rippert

Tab le of C ontents

COMPENSATION DISCUSSION AND ANALYSIS

The following discussion and analysis of compensation arrangements for the fiscal year ended June 30, 2025 (Fiscal 2025) should be read together with the compensation tables and related disclosures set forth below.

This discussion and analysis is focused on the persons who served as our named executive officers for Fiscal 2024 (collectively, the Named Executive Officers or NEOs).

This discussion is focused on the persons who served as our named executive officers for Fiscal 2025 (collectively, the Named Executive Officers or NEOs).

The NEOs who are the subject of this compensation discussion and analysis are:

Barrenechea — Vice Chair, Chief Executive Officer (CEO) and Chief Technology Officer (CTO)

• Madhu Ranganathan — President, Chief Financial Officer (CFO) and Corporate Development

• Todd Cione — President, Worldwide Sales

1 unchanged sentence

• Muhi Majzoub — Executive Vice President, Chief Product Officer

• Simon Harrison — Strategic Advisor to the President, Worldwide Sales

On April 8, 2024, the Company announced that Mr.

Harrison had decided to retire from the Company effective September 15, 2024 and, until such time, will be acting as a Strategic Advisor to our recently hired President, Worldwide Sales.

In accordance with Item 402(a)(3)(iv) of Regulation S-K, Mr.

Harrison has been included as an NEO for Fiscal 2024 as he would have been included pursuant to Item 402(a)(3)(iii) of Regulation S-K but for the fact that he was not serving as an executive officer as of June 30, 2024.

Quick Compensation Discussion and Analysis Reference Guide

Section I - Business and Compensation Highlights

Section II - Our Shareholder Engagement Process and Response to Say-on-Pay Vote

Section III - Compensation Philosophy and Objectives

Section IV - Talent and Compensation Governance

Section V - Aligning Pay with Performance

• Chadwick Westlake — Executive Vice President, Chief Financial Officer

• Madhu Ranganathan — former President, Chief Financial Officer and Corporate Development

Under applicable SEC rules, any executive who served as Chief Financial Officer for any portion of Fiscal 2025 would be considered an NEO.

As a result, Chadwick Westlake and Madhu Ranganathan, who each served as Chief Financial Officer during a portion of Fiscal 2025, are both considered NEOs.

Compensation Discussion and Analysis Reference Guide

Section I - Our Shareholder Engagement Process and Response to Say-on-Pay Vote 101

Section II - Compensation Governance and Objectives 103

Section III - Fiscal 2025 Highlights 106

Section IV - Aligning Pay with Performance 107

Section V - Compensation Peer Group 108

Section VI - Elements of our Compensation Program 111

Section VII - Other Elements of our Compensation Program 117

Section I - Business and Compensation Highlights

Key Business Highlights for Fiscal 2024

Fiscal 2024 was a successful year for our business.

In Fiscal 2024, we successfully integrated Micro Focus’ acquired technology with our enterprise software, providing expanded offerings to support our customers’ growing needs to digitize.

We also completed the divestiture of our AMC business for $2.275 billion in cash before taxes, fees and other adjustments, whereby we used the net proceeds to complete a $2 billion debt reduction.

The divestiture of our AMC business reinforces our focus on Cloud and AI and accelerated our deleveraging plans.

Compensation Highlights for Fiscal 2024

Highlights and outcomes related to specific components of CEO and NEO pay are as follows:

• The target value of our CEO’s annual compensation package, comprised of base salary, STI plan and long-term equity awards, decreased relative to the Fiscal 2023 package by 38%.

◦ In Fiscal 2024, for the sixth consecutive year, our CEO was provided no increase to his base salary.

◦ In Fiscal 2024, there was no increase to the STI targets for our CEO.

◦ In Fiscal 2024, our CEO’s annual LTIP target grant value remained flat year-over-year and the mix of LTIP grants remained the same.

There was a decrease of 45% in the target amount of equity granted to the CEO in Fiscal 2024 compared to Fiscal 2023 given the absence of one-time awards.

There will be no increase in Fiscal 2025 in the target amount of equity granted to our CEO.

◦ We increased the overall target grant value of annual NEO LTIP awards (excluding the CEO) so that the overall LTIP value was at least at or above the 25th percentile of our peers.

In so doing, we added a long-term PSU component tied to a two-year organic growth metric to link our stock-based compensation to strategic growth.

The mix of stock options, PSUs and RSUs, tied to one-, two-, three- and four-year vesting time horizons, has been used to solidify our retention objectives for an executive team that is critical to our business growth, scale and transformation.

◦ We chose not to modify our CEO’s pay for performance measures.

We also recognize that our CEO has other outstanding performance-based equity awards from previous years.

We acknowledge the importance of both internal equity and alignment of performance measures between the CEO and the other NEOs, which is reflected in our CEO to NEO target ratio having decreased by 39% from Fiscal 2023 to Fiscal 2024 from 4.4x to 2.7x, respectively.

• We maintained our rTSR PSUs to reward performance compared to other similar investments.

◦ The performance period for the PSUs granted in Fiscal 2021 concluded in Fiscal 2024.

Absolute TSR for such measurement period was (2)%, which was the 17th percentile relative to the S&P Midcap 400 Software & Services Peer Group used for the Fiscal 2021 PSU award.

This was below the earnout threshold and the Talent and Compensation Committee did not approve any payout under the plan.

As a result, no PSUs vested from the Fiscal 2021 grant.

◦ As previously disclosed, starting with the Fiscal 2024 grant, rTSR PSUs will be measured against the three-year TSR of the constituents of the NASDAQ Composite Index, with target awards earned for performance at the 55th percentile to recognize that the goal is to provide enhanced value for shareholders.

We chose to start measuring against NASDAQ Composite Index constituents in order to reflect our new size and scope of

operations as a result of the Micro Focus acquisition and to provide for a larger peer group reflecting a wide range of shareholder alternatives for investment choices.

• We reviewed the peer group established in Fiscal 2023 following the Micro Focus acquisition and determined that no changes were necessary in Fiscal 2024 because the peer group reflected the market for executive talent and outside shareholder investment while also maintaining a relevant revenue and market cap size.

• Fiscal 2024 STI plan measures focused on profitable growth including our objective to increase revenues across our portfolio by, among other things, reversing the historical decline of Micro Focus revenues that was occurring prior to our acquisition of the Micro Focus business.

For most executives, including the CEO, STI plan measures were Worldwide Revenue, Adjusted Operating Income (AOI), and Micro Focus Revenues.

• The table below outlines Fiscal 2024 performance and the impact of assuming the budgeted performance of the AMC business for the fourth quarter of the fiscal year.

AMC business performance for the fourth quarter was assumed at the level budgeted at the start of the year because the AMC business was divested in May 2024.

This divestiture was not expected at the start of the year when Fiscal 2024 short-term incentive plan goals were being set.

The use of budgeted performance as a placeholder for the final quarter of the year to replace the divested unit’s performance was viewed as fair and neutral for the overall STI plan funding outcome.

The AMC business’s Revenue performance through the first three quarters of the fiscal year was exceeding the Company’s plan at 109% achievement through March 2024, while the AMC business’s AOI performance through three fiscal quarters was 96% achievement through March 2024.

• Based on the achievement of key results, STI plan results are shown in the following table:

STI Plan Metric Fiscal 2023 Actual Results Fiscal 2024 Target before AMC Divestiture Fiscal 2024 Actual Results Q1- Q3 Fiscal 2024 Q4 Results (assumes AMC at target for fourth quarter) Fiscal 2024 Total (1)

Fiscal 2024 Metrics Achievement % Metric Payout %

Worldwide Revenue

$ 3,532 $ 5,978 $ 4,416 $ 1,460 $ 5,876 98 % 85 %

Adjusted Operating Income (AOI)

$ 1,128 $ 1,971 $ 1,426 $ 488 $ 1,914 97 % 70 %

Micro Focus Revenue

$ 978 $ 2,300 $ 1,732 $ 565 $ 2,297 100 % 100 %

______________________

(1) Reflects the total of columns “Fiscal 2024 Actual Results Q1 - Q3” and Fiscal 2024 Q4 Results (assumes AMC at target for fourth quarter).

See “Short-Term Incentives” below for additional details.

◦ Worldwide revenues are derived from the “Total Revenues” line of our audited income statement with certain adjustments relating to the aging of accounts receivable.

Worldwide revenues are an important metric for measuring our growth and the scope of the business enterprise.

◦ AOI is a non-GAAP measure intended to reflect the operational effectiveness of our leadership by showing our ability to generate profits from our operational activities, and to manage the costs associated with our worldwide revenues.

AOI is calculated as total revenues less the total cost of revenues and operating expenses excluding amortization of intangible assets, special charges and stock-based compensation expense.

AOI is also adjusted to remove the impact of foreign exchange.

◦ Micro Focus revenues are included within the “Total Revenues” line of our audited income statement with certain adjustments relating to the aging of accounts receivable.

This is an important metric for measuring the stabilization of the Micro Focus business.

Section II - Our Shareholder Engagement Process and Response to Say-on-Pay Vote

The Board, as well as management, are involved in shareholder engagement activities throughout the fiscal year.

As a lead-up to our 2024 annual meeting of shareholders, we specifically requested feedback from shareholders on our executive compensation program to consider ways to further evolve the design of our program.

We held meetings with 9 of our 15 largest shareholders relating to executive compensation, which were led by our Chair of the Board and Chair of the Talent and Compensation Committee.

No NEOs were present at these meetings.

Offered Meetings Engaged in Discussions Relating to Executive Compensation

56% of our outstanding shares reached throughout the year as part of our Investor Relations team’s numerous touchpoints.

31% of our outstanding shares, including director-led discussions with 9 of our 15 largest shareholders.

While the shareholder feedback is generally supportive, the table below outlines the areas of specific feedback and topics discussed during our shareholder engagement efforts and how we responded, informed by such feedback.

What We Heard From Shareholders

How We Responded

Concerns with one-time CEO stock options granted in August 2022 following the announcement of the Micro Focus acquisition.

We adhered to our commitment in Fiscal 2024, and re-committed for Fiscal 2025, that there would not be any one-time long-term incentive awards.

Consider the composition of our peer group to ensure that it is appropriate and scaled for our size.

We reviewed our compensation peer group and deemed it to be a good fit based on the quantitative and qualitative factors we consider when selecting our peer group.

Our peer group is aligned with U.S.

software and technology companies with a global presence and is not aspirational.

It reflects our market for executive talent, which is in the U.S.

where 100% of the NEOs reside.

OpenText revenues are above the median of our Fiscal 2024 peer group.

What We Heard From Shareholders

How We Responded

Concerns about CEO to NEO pay ratio.

We reviewed and made adjustments to non-CEO pay that resulted in a reduction in our CEO to average NEO ratio.

The Fiscal 2024 ratio at target was 3.1x, compared to 5.3x in Fiscal 2023, representing a 41% decrease.

Short-term incentive performance goals should be set higher than the previous year’s performance (notwithstanding amounts reinvested into the business) and maximum payouts under the STI plan should reflect significant performance over-achievement.

For Fiscal 2025, we revised our STI plan design after considering shareholder feedback and the practices of our peer group.

Revisions include the adjustment of the payout curves under the STI plan to increase the performance required to earn the maximum 200% payout under the plan:

Maximum revenue performance required for maximum payout has increased from 102% to 103% of target.

Maximum AOI performance required for maximum payout has increased from 102% to 104%.

We recognize the importance of and engage in rigorous performance goal-setting to ensure that growth and profitability are aligned with our business objectives and shareholder expectations.

After factoring in the complexities of our business, on a like-for-like basis, Fiscal 2025 variable compensation performance targets will be set higher than Fiscal 2024 actual outcomes.

Consider reviewing and adjusting the relationship between LTIP performance metrics and shareholder return.

For Fiscal 2025, we will adjust the rTSR measure within the PSU plan so that earning a target award requires exceeding the median and achieving at least 55th percentile rTSR performance compared to the NASDAQ Composite Index.

Change of control provisions for PSUs should be based on actual rTSR performance rather than target.

For Fiscal 2025, PSU vesting acceleration provisions within 12 months of a change in control will be aligned with peer group practices to provide for that the number of PSUs earned is based on actual rTSR performance through the change in control date on a pro-rata basis, as opposed to a pay out at target.

Request for more disclosure about succession planning.

Each year, the Talent and Compensation Committee reviews the detailed succession plans for our CEO, NEOs and the Top 50 management positions across our organization, determining for each role whether there are individuals that are “ready now” or “ready in 1 – 3 years.” This allows for development and hiring opportunities and aligns with our desire to have a strong leadership bench.

The Talent and Compensation Committee also reviews the evolution of the leadership structure to ensure it is scaled to OpenText’s strategy, growth and complexity.

See “Statement of Corporate Governance Practices – Succession Planning” in Schedule “A” for more information.

We reviewed with shareholders their perspectives on feedback from proxy advisors, including the use of a Canadian-only peer group.

Reinforced by their feedback, we continue to believe that certain proxy advisors’ peer group methodology, based on Canadian companies in the telecommunications and other unrelated industries, results in a skewed analysis of our executive compensation program, does not reflect the fact that 100% of our NEOs are located in the highly competitive U.S.

technology industry, and thus using Canadian-only peers is not a relevant comparison methodology for measuring compensation at companies with which we compete for talent.

Section III - Compensation Philosophy and Objectives

We believe that compensation plays an important role in achieving short and long-term business objectives that ultimately drive business success in alignment with long-term shareholder value creation.

The Talent and Compensation Committee ensures compensation decisions are in line with our compensation philosophy to be talent competitive.

Our compensation program objectives include:

• Attracting, motivating and retaining highly qualified executive officers who have a history of proven success through compensation programs that reflect the market.

Our compensation program reflects the market in terms of compensation value and structural design.

We use market data from similarly sized U.S.

software and technology companies with a global presence for a variety of reasons including that greater than 95% of our revenues are outside of Canada, 100% of our NEOs and 67% of the executive leadership team are based in the U.S., and we generally recruit from U.S.-based competitors for executive leadership talent.

• Aligning the interests of executive officers with our shareholders' interests and with the execution of our business strategy, with the majority of the total compensation package tied to performance-based variable rewards.

Evaluation of executive performance is based on achievement of key financial metrics that we believe closely correlate to long-term shareholder value.

Our short and long-term goals are reflected in our overall compensation program with evaluations based on achieving and overachieving predetermined objectives.

Our CEO has only 7% of his total compensation provided in the form of base salary and has 93% tied to performance-based variable rewards, including 77% in the form of annual equity grants.

Other NEOs average only 17% of their total compensation in the form of base salary with 83% tied to performance-based variable rewards.

Our reward package is based primarily on results achieved by the Company as a whole.

Our approach to executive pay is guided by the following best practices:

What We Do What We Don’t Do

Balance short- and long-term incentives, cash and equity, and fixed and variable pay.

Overemphasize any single performance metric.

Link a significant amount of target NEO pay to company performance (at least 80%).

Use an aspirational peer group of significantly larger companies.

Cap short-term incentive plans at 200% of target.

Replace underwater options.

Use multiple types of equity awards to balance risk and reward.

Grant in-the-money stock options with an exercise price below the fair market value on the grant date.

Use distinct performance metrics in our short-term and long-term incentives.

Guarantee a minimum level of vesting for long-term incentives.

Compare executive compensation and company performance to relevant peer group companies considering our industry scope, market for executive talent and geographic footprint.

Guarantee annual base salary increases.

Provide discretionary bonuses.

Maintain executive stock ownership guidelines.

Provide supplemental executive retirement plans.

Allow unearned incentive pay to be recaptured under compensation clawback policy.

Provide single-trigger change in control benefits to our NEOs.

Provide only limited perquisites.

Apply pay policies or practices that pose a material adverse risk to the Company.

Retain an independent compensation consultant.

Conduct an annual shareholder say-on-pay advisory vote.

Conduct regular engagement with our shareholders.

Section IV - Talent and Compensation Governance

Tab le of C ontents

Section I - Our Shareholder Engagement Process and Response to Say-on-Pay Vote

Shareholder Engagement Overview and Timeline

We take shareholder feedback very seriously and view the 2024 Say-on-Pay vote outcome as a clear and important signal that further revisions to our executive compensation program were required.

In response, we undertook a comprehensive review of our compensation program, informed by extensive shareholder outreach and guidance from our newly appointed independent compensation consultant.

Below is a timeline of the shareholder engagement and key governance updates leading up to and following our 2024 AGM and say-on-pay vote.

Key Themes from Shareholder Engagement and Actions Taken

The feedback and perspectives that we received in meetings with shareholders leading up to and after the 2024 AGM provided us with valuable and direct insight on our executive compensation program.

Throughout the engagement meetings, we heard a range of diverse shareholder perspectives.

A number of key themes stood out as the main reasons shareholders did not support our 2024 Say-On-Pay proposal.

The common themes among our shareholders included:

the level of CEO pay and supplemental off-cycle award grants to our CEO;

the STI payout structure for below target achievement;

the desire for even greater alignment of executive compensation with shareholder experience;

the composition of our peer group, particularly with respect to the size and scale of certain peer companies used.

Tab le of C ontents

Shareholders also asked questions about, and provided their perspectives on, other topics including STI/LTI plans metrics and board refreshment.

The table below summarizes key feedback themes from our s hare holders obtained following the 2024 AGM and our responsive actions and perspectives for Fiscal 2026.

What We Heard - Key Themes

What We Did - Our Perspectives and Actions

Some shareholders had concerns regarding the level of Fiscal 2024 CEO pay, CEO LTIP structure and historical one-time CEO incentive awards

Transition to 100% Performance-Based LTIP:

Beginning in Fiscal 2026, the CEO’s LTIP grants will be comprised entirely of PSUs, making the vesting of the full award performance-based and fully at risk.

One-Time Grants:

We adhered to our commitment in Fiscal 2024 and Fiscal 2025 and committed going forward that there would not be any one-time long-term incentive awards granted to our CEO, as well as other existing executives.

Reduction in Target Compensation:

For Fiscal 2026, in partnership with our CEO, we also reduced our CEO’s total target compensation by $500,000 (a 5% decrease) by lowering the target value of the LTIP award.

Following this adjustment, the CEO’s target total compensation is now positioned below the 25th percentile of our updated peer group, demonstrating our commitment to shareholder alignment and responsible pay governance.

Shareholders suggested reviewing the performance leverage required to earn threshold and maximum payout under our STI program In alignment with practices at our new peer group, we have strengthened our STI program for Fiscal 2026 by increasing the performance standards required to earn payouts, aligning the plan more closely with market best practices and our pay-for-performance philosophy.

Higher Thresholds, Lower Payouts:

In Fiscal 2025, performance at 90% of target resulted in a 40% threshold payout.

For Fiscal 2026, we have increased the minimum performance threshold to 95% of target and lowered the corresponding payout to 25%.

These revised payout curves apply to both Revenue and AOI metrics.

More Rigorous Maximum Payout Criteria:

To earn the maximum STI payout of 200% of target in Fiscal 2026, performance must reach at least 104% of target for both Revenue and AOI.

This represents a stricter requirement than in Fiscal 2025, when just the AOI metric required 103% performance to achieve maximum payout.

The revised STI payout structure for Fiscal 2026 is designed to deliver lower payouts for below-target performance and require higher performance to achieve maximum payouts.

The changes strengthen the link between pay and performance by increasing the incentive to drive meaningful revenue and AOI growth.

At the same time, it introduces more stringent consequences for underperformance, resulting in a more rigorous framework than that used in Fiscal 2025.

This builds on the simplification of STI metrics in Fiscal 2025, when, following the integration of the Micro Focus acquisition, we streamlined the STI program by removing Micro Focus revenue as a separate performance measure.

Further, for Fiscal 2026, to ensure alignment and consistency, our STI program for all executives, including our NEOs, will be based on Worldwide Revenues and AOI.

Historically, certain of our Sales executives were measured on other metrics, including in part based on Cloud, Customer Support Revenue and Enterprise PS Bookings.

By aligning to the same STI metrics, this will simplify our STI program and ensure all executives align to our strategic priorities, which include driving profitable organic growth across the business.

See Section VI - Elements of Our Compensation Program for a description of the Worldwide Revenues and AOI metrics within our STI program.

Tab le of C ontents

Shareholders voiced concerns about current structure of annual LTIP award vehicle mix and requested even greater pay-for-performance alignment

Updated Annual LTIP Award Vehicle Mix:

Beginning in Fiscal 2026, the annual LTIP awards for our NEOs (excluding the CEO) will be comprised exclusively of PSUs and RSUs, weighted at 55% and 45%, respectively.

As discussed above, the CEO’s LTIP grants will be comprised entirely of PSUs.

Stock options will no longer be included in the annual LTIP award vehicle mix.

This shift increases the proportion of performance-based equity to a majority of the total annual LTIP award, underscoring our commitment to a robust pay-for-performance framework.

Introduction of Absolute TSR Modifier:

In Fiscal 2025, in order to achieve target PSU payout, we required relative TSR to outperform the NASDAQ Composite Index at the 55th percentile, up from the 50th percentile.

To further align executive pay with shareholder outcomes, we are also introducing an absolute TSR modifier to the PSU component, effective Fiscal 2026.

Under this modifier, if the Company’s absolute TSR is negative over the performance period, the PSU payout will be capped at 100% target, even if relative TSR performance attainment would result in an above target payout otherwise, bringing pay outcomes into better alignment with the shareholder experience.

Some shareholders voiced concerns that our compensation peer group included companies that were not appropriately scaled to OpenText’s size New Compensation Peer Group:

We received feedback that, while our peer group was well-aligned in terms of industry and revenue, concerns remained regarding the comparatively high average market capitalization of peer group companies.

In response, we conducted a comprehensive review and replaced eight companies with six new peers (see Section V – Compensation Peer Group below for more information on our new peer group).

The revised peer group more accurately reflects OpenText’s market capitalization (all new peers have market capitalizations that fall within a reasonable range relative to OpenText (.25x to 4x)), revenue profile, and operating complexity.

This ensures a more appropriate benchmark for executive compensation and reinforces our commitment to shareholder alignment.

Relative to the updated peer group:

• OpenText revenues are 19% higher than the peer group median, placing us at the 61st percentile;

• Employee headcount is at the 75 th percentile of the peer group median;

• Market capitalization is positioned at the 22 nd percentile relative to the peer group.

Additional Executive Compensation Program Changes

In addition to the actions discussed above, we also adjusted our Share Ownership Guidelines for our executives as part of our comprehensive review of the program.

To further strengthen alignment between executive interests and those of our shareholders, we are increasing the equity ownership guidelines for senior management (excluding the CEO) beginning in Fiscal 2026.

For our NEOs (excluding the CEO), the updated guidelines will require these executives to hold equity equivalent to 2x their base salary, up from the previous 1x requirement.

For our CEO, his ownership requirement will remain at 6x base salary, a level that already exceeds the average of our peer group.

See Section VII - Other Elements of Our Compensation Program for a detailed discussion of our Share Ownership Guidelines.

Section II - Compensation Governance and Objectives

Role of the Talent and Compensation Committee

2 unchanged sentences

Compensation decisions for our executive officers consider, among other things, performance goals, base salary, bonuses, executive benefits, short-term incentives, and long-term incentives.

The Talent and Compensation Committee also reviews and recommends for approval all equity awards related to executive compensation prior to final approval by the Board and supports the Board with respect to talent and culture matters, including:

The Talent and Compensation Committee also reviews and recommends for

Tab le of C ontents

approval all equity awards related to executive compensation prior to final approval by the Board and supports the Board with respect to talent and culture matters, including:

succession and development of our executive officers;

reviewing and discussing the progress of our equity, diversity and inclusion efforts across our global talent;

reviewing and discussing the progress of our workforce and global employee engagement initiatives;

providing input on human capital disclosures;

and reviewing our approach to retirement programs.

The Talent and Compensation Committee coordinates with the CEO and the Chief Human Resources Officer (CHRO), in collaboration with management and the finance and legal groups, as appropriate, to design and develop the compensation program.

The Talent and Compensation Committee coordinates with the CEO and the Chief Human Resources Officer, in collaboration with management and the finance and legal groups, as appropriate, to design and develop the compensation program.

This group supports the preparation and analysis of financial data, peer group comparisons, and other materials to assist the Talent and Compensation Committee in making and implementing its decisions.

2 unchanged sentences

The performance of our CEO is assessed by the Board (excluding the CEO).

The Board conducts discussions and makes decisions with respect to the performance of our CEO in special sessions from which management and the CEO is absent.

The CEO, with the assistance of the CHRO, also conducts an annual review of the total compensation of each executive officer, including the NEOs.

The review includes an assessment of each executive officer’s experience, performance, the performance of the executive officer’s respective business or function, and market pay levels within our peer group.

After this review, the CEO recommends base salaries, target annual cash and long-term incentive opportunities, any payouts related to the annual cash incentive plan, and annual equity grants for the executive officers to the Talent and Compensation Committee for approval.

The Board conducts discussions and makes decisions with respect to the performance of our CEO in special sessions from which management and the CEO are absent.

The CEO, with the assistance of the Chief Human Resources Officer, also conducts an annual review of the total compensation of each executive officer, including the NEOs.

After this review, the CEO recommends base salaries, annual target short-term incentive and long-term incentive opportunities, any payouts related to the annual short-term incentives, and annual equity grants for the executive officers to the Talent and Compensation Committee for approval.

The Talent and Compensation Committee considers previous compensation awards, competitive market practice, the impact of tax and accounting treatments, applicable regulatory requirements, any material acquisitions or divestitures closed during the year and the results of the most recent shareholder advisory vote on executive compensation when approving compensation programs.

5 unchanged sentences

Further, prior to setting executive compensation, the Talent and Compensation Committee considered internal pay equity to ensure that the pay of our executives (including the CEO’s pay relative to that of our other NEOs) is appropriate.

In Fiscal 2025, the Board did not appoint a permanent Chair of the Talent and Compensation Committee.

Throughout Fiscal 2025, we actively recruited a new Board member with extensive experience in executive compensation, which resulted in the appointment of Kristen Ludgate to the Board on June 26, 2025.

Compensation Consultant

3 unchanged sentences

federal securities laws, we are exempt from these rules, nonetheless, our Talent and Compensation Committee has the sole authority to retain and terminate outside consultants.

From time to time, the Talent and Compensation Committee seeks the advice of an outside compensation consultant to provide assistance and guidance on compensation issues.

The Talent and Compensation Committee seeks the advice of an outside compensation consultant to provide assistance and guidance on compensation issues.

The compensation consultant may provide the Talent and Compensation Committee with relevant information pertaining to market compensation levels, alternative compensation plan designs, market trends and best practices and may assist the Talent and Compensation Committee with respect to determining the appropriate benchmarks for each NEO’s compensation.

In Fiscal 2024, the Talent and Compensation Committee retained Frederic W.

Cook & Co., Inc.

(FW Cook), an independent consulting firm specializing in executive compensation consulting.

During Fiscal 2024, the Chair and members of the Talent and Compensation Committee held discussions from time to time with representatives of FW Cook in connection

with compensation market practices, and potential impacts on Company’s financial performance.

FW Cook reviewed relevant information and industry benchmarks on matters relating to CEO and executive officer compensation.

In Fiscal 2024, FW Cook received $61,500 in respect of such consulting services.

In addition, in Fiscal 2024, management engaged Aon's Human Capital Solutions’ practice, a division of Aon plc, a third-party consulting firm, to review our peer group and supply market data to assist in the evaluation of our approach to executive and director compensation.

Management also engaged Mercer Canada Limited, a management advising firm, to provide certain analysis related to TSR and performance under our PSU programs.

Peer Group Benchmarking

Aggregate compensation for each NEO is designed to be market competitive.

The Talent and Compensation Committee refers to the compensation practices of similarly situated companies in determining our compensation policy.

Although the Talent and Compensation Committee reviews each element of compensation for market competitiveness and may weigh a particular element more heavily than another based on an NEO’s role within the Company, the focus remains on being competitive in the market with respect to total compensation.

We use the framework below to identify companies that are comparable in size, have similar business strategies and financial models, recognizing that there are very few, if any direct peers that are based in Canada with named executive officers residing in the U.S.

The following attributes were reviewed and considered, in order of importance:

Screening Process

Quantitative Screen

• Revenues (generally between 0.3x and 3x our revenue)

• Market capitalization (generally between 0.3x and 3x our market cap);

• Number of Employees;

• Net income.

Qualitative Screen

• Focus on global companies operating in the technology industry;

• Disclosed as a peer of one of our previous year’s peers;

• Companies that use OpenText as a peer;

• Peer groups disclosed by proxy advisors.

The Talent and Compensation Committee generally benchmarks against U.S.

software and technology companies with a global presence, rather than Canadian companies because:

• We are a global software company with greater than 95% of our revenues outside of Canada, including 53% of our revenues in the U.S.;

• 100% of our NEOs, including our CEO, are located in the highly competitive U.S.

technology industry, which is a key market for multi-national executive talent in the software and technology industry;

• We generally recruit from U.S.

based software companies for executive leadership talent.

For the full range of Executive Leadership roles at the Company, it is not feasible to solely source talent from Canada and from adjacent sectors, when new or replacement officers are needed.

The Talent and Compensation Committee recognizes that recruiting talent from the U.S.

is critical for our success, even though executive compensation levels in the U.S.

are higher than in Canada.

Attracting and retaining talent with the highest level of industry expertise is a key part of the Company’s business and strategy, and our compensation practices must align with market expectations where the industry skills reside.

Further, the Talent and Compensation Committee also acknowledges that paying U.S.

market compensation to U.S.

executives in U.S.

dollars may result in higher relative compensation compared to other Canadian companies that provide Canadian residents with Canadian dollars.

Converting amounts paid to U.S.-based executives into U.S.

dollars to Canadian currency inflates the appearance of the compensation if compared to Canadian companies that pay Canadian residents in local currency.

2024 Peer Group

For Fiscal 2024, we reviewed our compensation peer group and determined that no peer group changes were necessary.

In April 2023, we had updated our peer group to reflect our new size and scope of our operations following the acquisition of Micro Focus.

Our peer group is shown in the table below.

The Talent and Compensation Committee determined that revenue is a relevant metric for the scope of the enterprise.

All our peers are within the targeted 0.3x to 3x OpenText revenue range, and our

trailing 12-month revenue is positioned at the 55 th percentile compared to our peer group’s.

Additionally, OpenText is at the 81 st percentile in headcount relative to our peer group.

Akamai Technologies Euronet Worldwide Palo Alto Networks

Amdocs Fortinet Paychex

Autodesk Gartner Roper Technologies

Broadridge Financial Solutions GoDaddy Splunk (1)

Cadence Design Systems NCR Voyix SS&C Technologies

CGI NetApp Synopsys

DXC Technology Company Gen Digital Workday

In Fiscal 2025, the Talent and Compensation Committee appointed Meridian as its new compensation consultant, following an extensive search.

This decision was made in response to prior Say-on-Pay vote outcomes and reflects our commitment to aligning executive compensation practices with leading governance standards and shareholder expectations.

Meridian was engaged to provide independent advisory services and support for our executive compensation program.

As part of their engagement, Meridian conducted a comprehensive review of our entire compensation framework, evaluating it against our compensation philosophy and strategic objectives.

This review led to several enhancements, including the adoption of a

Tab le of C ontents

revised peer group and improvements to our pay-for-performance alignment.

Throughout Fiscal 2025, the members of the Talent and Compensation Committee met periodically with Meridian representatives to discuss market practices, evolving governance trends, and potential implications for the Company’s financial performance.

Meridian also provided benchmarking data and guidance on CEO and executive officer compensation.

For these services, Meridian received $71,000 in fees during Fiscal 2025.

Talent and Compensation Committee Approach and Objectives

The Talent and Compensation Committee ensures compensation decisions are in line with our compensation philosophy to be talent competitive.

Our compensation program objectives include:

• Attracting, motivating and retaining highly qualified executive officers who have a history of proven success through compensation programs that reflect the market.

Our compensation program reflects the market in terms of compensation value and structural design.

We use market data from similarly sized software and technology companies with a global presence for a variety of reasons, including that greater than 95% of our revenues are generated outside of Canada.

• Aligning the interests of executive officers with our shareholders’ interests and with the execution of our business strategy, with the majority of the total compensation package tied to performance-based variable rewards.

Evaluation of executive performance is based on achievement of key financial metrics that we believe closely correlate to long-term shareholder value.

Our short and long-term goals are reflected in our overall compensation program with evaluations based on achieving and overachieving predetermined objectives.

Our CEO’s total target compensation is comprised of:

◦ 8% from base salary;

◦ 12% from short-term incentives;

◦ 80% in the form of annual equity grants.

Other NEOs average 16% of their total compensation in the form of base salary with 84% tied to short term and long-term incentives.

Our approach to executive pay is guided by the following best practices:

Balance short- and long-term incentives, cash and equity, and fixed and variable pay.

Link a significant amount of target NEO pay to Company performance (at least 80%).

Cap short-term incentive plans at 200% of target.

Use multiple types of equity awards to balance risk and reward.

Use distinct performance metrics in our short-term and long-term incentives.

Compare executive compensation and Company performance to relevant peer group companies, which are re-evaluated annually, and consider our industry scope, market for executive talent and geographic footprint.

Require significant executive stock ownership.

Allow unearned incentive pay to be recaptured under our Clawback Policy (defined below).

Provide only limited perquisites and no supplemental executive retirement plans.

Retain an independent compensation consultant.

Conduct an annual shareholder say-on-pay advisory vote.

Conduct regular and extensive engagement with our shareholders, including an initiative focused specifically on compensation.

Avoid guaranteed base salary increases or a minimum level of vesting for long-term incentives.

Refrain from paying discretionary bonuses.

Provide double-trigger change in control benefits to our NEOs.

Tab le of C ontents

Section III - Fiscal 2025 Highlights

In Fiscal 2025, we reinforced the critical role our products play across industries and demonstrated the strength and resilience of our business model in a dynamic global environment.

We successfully launched our next generation cloud platform, Titanium X with AI (CE 25.2) and expanded our Business Optimization Plan, marking a significant milestone for the Company.

Throughout the year, our team executed these initiatives with discipline and focus, driving cloud revenue growth, margin expansion and continued strong capital return to shareholders.

We expect to realize additional benefits from these efforts in the years ahead.

Highlights and outcomes related to specific components of CEO and NEO compensation for Fiscal 2025 are as follows:

The target value of our CEO’s annual compensation package, comprised of base salary, short-term incentive and long-term equity awards, decreased by 4.6% compared to Fiscal 2024.

◦ Base Salary :

Our CEO’s base salary remained unchanged for the seventh consecutive year.

The CEO’s STI target was reduced by $590,000 in Fiscal 2025, which when combined with the rigorous goal setting for Fiscal 2025 resulted in a 24.3% decline in STI award payout year-over-year .

Our CEO’s annual LTIP target grant value remained flat year-over-year, with no change to the equity vehicle mix.

◦ Internal Pay Equity :

The CEO-to-next-highest-paid NEO target compensation ratio decreased from 2.7x to 2.6x (-4%), reflecting added internal alignment.

• STI Program:

Following the integration of the Micro Focus acquisition, we simplified our STI program by eliminating Micro Focus revenue as a separate performance measure for Fiscal 2025.

◦ STI plan measures focused on overall profitable growth across all lines of products.

For most executives, including the CEO, STI plan measures were Worldwide Revenue and Adjusted Operating Income (AOI).

◦ Removal from targets of the impact of the AMC Divestiture:

on May 1, 2024, we successfully completed the sale of our Application Modernization and Connectivity (AMC) business to Rocket Software, Inc.

for $2.275 billion in cash before taxes, fees and other adjustments (the AMC Divestiture).

▪ The decrease in Fiscal 2025 targets relative to Fiscal 2024 actual results is completely attributable to the AMC Divestiture, as the results from the AMC business through to April 30, 2024, were included in our Fiscal 2024 results but excluded from our Fiscal 2025 targets.

▪ The Fiscal 2025 targets, which reflect only our ongoing product portfolio, represent a 1% growth in Worldwide Revenues compared to Fiscal 2024 results when AMC is excluded from the results, and represent a larger increase in the AOI target as the Company continues to focus on growing revenue and reducing costs.

Therefore, the Fiscal 2025 targets for each metric were set greater than their respective 2024 achievements on an ongoing product portfolio basis.

Tab le of C ontents

◦ STI results based on performance achievements are detailed in the following table:

STI Plan Metric Fiscal 2025

Actual Results

Achievement %

Metric Payout %

Worldwide Revenues (1)

$5,381 $5,150 96% 85%

(1) Splunk has been excluded from the table below as the company was acquired during the fiscal year.

As part of our peer group benchmarking, we note that our CEO’s target pay is near the median for target total cash compensation and was slightly below the median on a total target direct compensation basis.

Section V - Aligning Pay with Performance

Adjusted Operating Income (AOI) (2)

$1,645 $1,636 99% 95%

______________________

(1) Worldwide revenues are derived from the “Total Revenues” line of our audited income statement.

Worldwide revenues are an important metric for measuring our growth and the scope of the business enterprise.

(2) AOI is a non-GAAP measure intended to reflect the operational effectiveness of our leadership by showing our ability to generate profits from our operational activities, and to manage the costs associated with our worldwide revenues.

AOI is calculated as total revenues less the total cost of revenues and operating expenses excluding amortization of intangible assets, special charges (recoveries) and stock-based compensation expense.

AOI is also adjusted to remove the impact of foreign exchange.

• LTI Program:

◦ In Fiscal 2025, we increased the recurring annual target grant values of LTIP awards for our NEOs (excluding the CEO) to ensure alignment with our compensation philosophy.

As a result, the overall LTIP value for these NEOs is now positioned at or above the 25th percentile of our revised peer group.

◦ We maintained the use of relative Total Shareholder Return (rTSR) PSUs to reward long-term performance compared to similar investment alternatives.

▪ The performance period for the PSUs granted in Fiscal 2022 concluded in Fiscal 2025.

Over this three-year period, the Company placed at the 35th percentile relative to the S&P Midcap 400 Software & Services Peer Group.

This resulted in a 70% payout from the Fiscal 2022 grant.

▪ Beginning with the Fiscal 2024 grant cycle, rTSR PSUs are measured against the three-year TSR of the constituents of the NASDAQ Composite Index.

This change was made to reflect the Company’s increased scale and broader market position following the Micro Focus acquisition, while also providing a more diversified and representative benchmark of shareholder investment alternatives.

▪ For the Fiscal 2025 PSU grant, we increased the rTSR performance threshold required to achieve a target payout from the 50th percentile to the 55th percentile.

This enhancement underscores our commitment to delivering above-median performance and creating greater value for shareholders.

Section IV - Aligning Pay with Performance

Our CEO’s realizable pay aligns with the experience of shareholders of the Company and is directly correlated to TSR performance.

The grant date value in the Summary Compensation Table significantly overstates the CEO’s actual realized and realizable compensation after our actual performance is measured because the program aligns the final reward with actual performance.

The table below also shows that the actual value (realizable) is considerably lower than the grant date fair value of stock and option awards as reported in the Summary Compensation Table.

The actual value realizable by our CEO was 72% lower than the grant date fair value of stock and option awards reported in the Summary Compensation Table over the last three fiscal years.

PSUs and RSUs

The grant date value in the Summary Compensation Table ( see Section VII ) significantly overstates the CEO’s actual realized and realizable compensation after our actual performance is measured because the program aligns the final reward with actual performance and share price movement.

Tab le of C ontents

The table below also shows that the actual value (realizable) as of June 30, 2025, is considerably lower than the grant date fair value of stock and option awards as reported in the Summary Compensation Table.

The actual value realizable by our CEO was 63% lower as of June 30, 2025, than the grant date fair value of stock and option awards reported in the Summary Compensation Table over the last three fiscal years.

This provides a meaningful demonstration of the pay for performance alignment of the Company’s executive compensation program, and the actual value realizable shows the strong alignment of our CEO’s realizable pay with our share price performance and the experience of our shareholders.

Fiscal Year PSUs and RSUs

Stock Options

Performance Stock Options

(Reported $) (2)

Actual Value Realizable

as of June 30, 2025

5 unchanged sentences

______________________

(1) Number of stock and option awards reported in the Grants of Plan-Based Awards table relating to Fiscal 2023 to Fiscal 2025.

PSUs awards are reported at target.

PSU awards are reported at target.

All option awards granted remain outstanding and have not been exercised for value.

4 unchanged sentences

The amount in the table represents the grant date fair value as calculated in accordance with ASC Topic 718 for the fiscal year in which the awards were granted, as reported in the summary compensation table for the applicable year.

The actual value realizable of the performance stock options represents the number of performance stock options that have vested as of June 30, 2024, and that have achieved certain performance criteria as discussed in “Long-Term Equity Grants to CEO” in Item 11 of our Annual Report on Form 10-K for Fiscal 2023.

Alignment of Realizable Pay and TSR Performance

The following graph demonstrates the degree of alignment between our CEO’s realizable pay and our TSR over the last three years relative to our Fiscal 2024 peer group.

The higher each company is shown on the chart below demonstrates the higher degree of alignment between 3-year TSR and Realizable Pay versus our peers.

Alignment was calculated based on the variance between the percentile ranking of 3-year TSR and Realizable Pay as compared to our peers, with the smallest variance being positioned highest on the graph.

As shown below, OpenText’s alignment is positioned in the top quartile, which demonstrates the effectiveness of the pay for performance design of our executive compensation program, as the pay our CEO may realize is strongly aligned to our TSR performance.

The actual value realizable of the performance stock options represents the number of performance stock options that have vested as of June 30, 2025 (being 292,521 options), and that have achieved certain performance criteria as discussed in “Long-Term Equity Grants to CEO” in Item 11 of our Annual Report on Form 10-K for Fiscal 2023.

As of June 30, 2025, all vested performance stock options are unexercised and out-of-the money.

Section V – Compensation Peer Group

Aggregate compensation for each NEO is designed to be market competitive.

The Talent and Compensation Committee refers to the compensation practices of similarly situated companies in determining our compensation policy.

Although the Talent and Compensation Committee reviews each element of compensation for market competitiveness and may weigh a

Tab le of C ontents

particular element more heavily than another based on an NEO’s role within the Company, the focus remains on being competitive in the market with respect to total compensation.

We use an industry framework noted below, which aligns with the approach taken by proxy advisors, to identify companies that are comparable in size, have similar business strategies and financial models, recognizing that there are very few, if any direct peers that are based in Canada with named executive officers residing in the U.S., which is a key market for executive talent in the information technology industry.

We apply the following screening process:

Quantitative Screen

We initially screen based on those companies within our Global Industry Classification Standard (GICS) industry group, including those specifically classified under the Application Software sub-industry.

From there, we identify companies that are reasonably similar to OpenText, filtering companies based on revenue and market capitalization (each within a range of 0.25 to 4 times our own).

Following this initial quantitative screen, we will review additional factors such as total assets, net income, and number of employees to supplement our overall quantitative selection process.

Qualitative Screen

A qualitative screen is then conducted to ensure the selected companies are truly comparable.

As part of this process, we focus on global companies operating in the technology industry, ensuring that in aggregate, we consider the appropriate mix of Canadian and U.S.-listed companies.

We also consider companies that have been identified as a peer of one of our previous year’s peers, companies that use OpenText as a peer in their own disclosure, and peer groups published by proxy advisory firms, before finalizing the composition of our peer group.

The Talent and Compensation Committee generally benchmarks against software and technology companies with a global presence, rather than solely Canadian companies because:

• We are a global software company with greater than 95% of our revenues generated outside of Canada, including 51% of our revenues in the U.S.;

• The highly competitive U.S.

technology market is a key market for multi-national executive talent in the software and technology industry;

• For the full range of executive leadership roles at the Company, it is not feasible to solely source talent from Canadian software and technology companies, particularly for core business functions requiring technology sector expertise.

The Talent and Compensation Committee recognizes that recruiting talent globally, including from the U.S., is critical for our success, even though executive compensation levels may be higher by comparison to levels in Canada.

Further, the Talent and Compensation Committee also acknowledges that paying local market compensation in local currency may result in higher relative compensation compared to other Canadian companies that provide Canadian residents with Canadian dollars.

Converting amounts paid to executives based outside of Canada to Canadian currency inflates the appearance of the compensation if compared to Canadian companies that pay Canadian residents in local currency.

2025 Compensation Peer Group

For Fiscal 2025, we conducted a review of our compensation peer group in collaboration with the Board and management’s compensation consultants.

In response to the feedback received during Fiscal 2025 shareholder outreach regarding the concern that the Fiscal 2024 average peer group company’s market capitalization was too large, we removed several companies with market capitalization exceeding OpenText’s, even though they aligned on revenue metrics.

They were replaced with companies that better fit within the targeted range.

The peer group used for benchmarking executive compensation was selected through a rigorous process that incorporated multiple inputs.

This included alignment with proxy advisor frameworks, an independent review conducted by our external compensation consultant, Meridian, and thorough evaluation, review, and approval by the Talent and Compensation Committee.

This approach ensures the peer group reflects relevant industry standards and supports informed compensation decisions.

As a result, for Fiscal 2025, all peer companies fall within the targeted range of 0.25x to 4x OpenText’s revenue and market capitalization.

As a comparison amongst the peer group:

Tab le of C ontents

• OpenText’s trailing 12-month revenue ranks at the 61 st percentile relative to the peer group.

• OpenText’s six-month average market capitalization ranks at the 22 nd percentile, marking an increase from Fiscal 2024, when OpenText’s market capitalization was positioned at the 16 th percentile.

Our peer group for Fiscal 2025 is the following:

Akamai Technologies Dropbox NCR Voyix

Amdocs DXC Technology Company NetApp

Broadridge Financial Solutions Euronet Worldwide Nutanix

Celestica Gartner PTC

CGI Gen Digital RingCentral

DocuSign GoDaddy SS&C Technologies

OpenText’s profile relative to last year is summarized as follows.

Based on both revenue and headcount, OpenText is a larger organization relative to the Fiscal 2025 peer group median.

Fiscal 2024 Peer Group

Profile Comparison

Fiscal 2025 Peer Group

Profile Comparison

Peer Group Median OpenText OpenText % of Peer Group

Revenues (in millions)

$5,862 $5,770 98.4% $4,354 $5,168 118.7%

Market Capitalization (in millions)

$24,918 $8,045 32.3% $17,083 $7,440 43.6%

Headcount 14,700 22,900

155.8% 11,200 21,400 191.1%

Tab le of C ontents

Section VI - Elements of Our Compensation Program

2 unchanged sentences

• Base salary (fixed);

• Short-term incentives (variable);

• Long-term incentives (variable).

To ensure alignment of the interests of our executive officers with the interests of our shareholders, our executive officers have a significant proportion of compensation that is variable or “at risk.” Compensation that is “at risk” means compensation that may or may not be paid to an executive officer depending on whether the Company and such executive officer is able to meet or exceed applicable performance targets.

The Talent and Compensation Committee annually considers the percentage of each NEO’s total compensation that is “at risk” depending on the NEO’s responsibilities and objectives.

• Short-term cash incentives (variable);

• Long-term equity incentives (variable).

To ensure alignment of the interests of our executive officers with the interests of our shareholders, our executive officers have a significant proportion of compensation that is variable or “at risk.” Compensation that is “at risk” means compensation that can vary on whether and how much is paid to an executive officer depending on whether the Company and such executive officer are able to meet or exceed applicable performance targets.

Also, our short-term and long-term incentive compensation is subject to our Clawback Policy (see “Other Information with Respect to Our Compensation Program - Clawback Policy” below).

The Talent and Compensation Committee annually considers the percentage of each NEO’s total target compensation that is “at risk” depending on the NEO’s responsibilities and objectives.

Named Executive Officer

4 unchanged sentences

Barrenechea 8% 12% 80%

Madhu Ranganathan 16% 21% 63%

Todd Cione 14% 14% 72%

1 unchanged sentence

Muhi Majzoub 19% 19% 62%

Simon Harrison 17% 24% 59%

Chadwick Westlake (1)

Madhu Ranganathan (1)

______________________

Cione’s values are based on annual target compensation as Mr.

Cione joined the Company in April 2024.

Cione’s targets are excluded from the graph above

Westlake’s values are based on annualized target compensation for Fiscal 2025 as Mr.

Westlake joined the Company in March 2025.

Westlake is included, and Ms.

Ranganathan is excluded from the NEO Pay Mix graphic above.

Tab le of C ontents

The base salary review for each NEO considers factors such as current competitive market conditions and the individual’s particular skills (such as leadership ability and management effectiveness, experience, responsibility and proven or expected performance).

Named Executive Officer

Fiscal 2023 Base Salary

Fiscal 2024 Base Salary

Base Salary Change from Fiscal 2023 to Fiscal 2024 (in %)

In line with our commitment to “at risk” compensation and reflecting the interests of our shareholders, our CEO’s base salary remained unchanged for the seventh consecutive year.

Named Executive Officer Fiscal 2025 Base Salary

Barrenechea $950,000

Madhu Ranganathan $688,750 $775,000 13%

Todd Cione N/A $155,966 N/A

Todd Cione $675,000

Paul Duggan $675,000

Muhi Majzoub $625,000

Simon Harrison $575,000 $650,000 13%

Chadwick Westlake (1)

Madhu Ranganathan (2)

_____________

Westlake joined the Company in March 2025.

In Fiscal 2025, Mr.

Westlake’s annualized base salary was CAD $800,000 (US $585,210).

Ranganathan ceased to be our Chief Financial Officer in March 2025.

In Fiscal 2025, Ms.

Ranganathan’s annualized base salary was $775,000.

Short-Term Incentives

In Fiscal 2025, all of our NEOs, with the exception of Mr.

Cione, participated in our STI plan, which is designed to motivate achievement of our short-term corporate goals.

Cione joined the Company in April 2024.

Westlake, participated in our STI plan, which is designed to motivate the achievement of our short-term corporate goals.

Westlake joined the Company in March 2025.

See below for the treatment of Mr.

Cione’s STI award for Fiscal 2024.

These short-term corporate goals are typically derived from our annual business plan which is prepared by management and approved by the Board at the start of the fiscal year.

Awards made under the STI plan are made using cash only.

The executive STI plan for Fiscal 2024 was based on the following metrics:

Worldwide Revenues, Annual Operating Income (AOI) as well as Micro Focus Revenues.

Micro Focus Revenue was an additional metric introduced in Fiscal 2023 and continues into Fiscal 2024.

The strong revenue orientation of the metrics was directly aligned to our business strategy reflecting our focus, following the Micro Focus acquisition, on organic growth, in addition to the key objective of quickly changing the trajectory of revenues from Micro Focus products.

The budget and STI goals for Fiscal 2024 included the assumption that the AMC business would be contributing to performance for the entire year because there was no prior expectation that the business would be divested during Fiscal 2024.

The divestiture of the AMC business occurred in the fourth quarter of the fiscal year, after it had contributed to the STI performance for three quarters.

The Talent and Compensation Committee decided to assume that the AMC business’s revenue and AOI contributed to the fourth quarter STI performance “at budget” rather than reset the goals to account for the divestiture of the AMC business.

The assumption that the AMC business performed at the original budgeted level during the April, May and June STI period was generally consistent with its results during the first three fiscal quarters, and the AMC business’s revenue performance was tracking above target in advance of the divestiture.

Westlake’s STI award for Fiscal 2025 .

These short-term corporate goals are derived from our annual business plan which is approved by the Board at the start of the fiscal year.

Awards made under the STI plan are paid in cash only.

The executive STI plan for Fiscal 2025, which is applicable to all of our NEOs except Mr.

Duggan, was based on Worldwide Revenues and AOI.

Duggan’s STI plan for Fiscal 2025 is based on Cloud, Customer Support Revenue, Enterprise PS Bookings and AOI.

However, as previously noted, for Fiscal 2026, to ensure alignment and consistency, our STI program for all executives, including Mr.

Duggan, will be based on Worldwide Revenues and AOI.

In Fiscal 2025, we removed Micro Focus Revenue as an STI metric, which had been introduced in Fiscal 2023.

This change reflects the successful integration of Micro Focus products into the broader OpenText portfolio;

as a result, we no longer track Micro Focus revenues separately.

The continued emphasis on revenue-focused metrics aligns with our strategic priorities, which include driving profitable organic growth and fully consolidating Micro Focus products within the OpenText platform.

For Fiscal 2025, the following table shows the target short-term award for each NEO, along with the associated weighting of the related performance measures for each (weightings are slightly different to reflect individual differences in accountability).

Named Executive Officer (1)

Named Executive Officer Total Target

Award Worldwide Revenues (1)

Worldwide Adjusted Operating Income (2)

Enterprise License Revenue, FYM, Cloud Bookings and PS Bookings (4)

Team Cloud, Customer Support Revenue and Enterprise PS Bookings (5)

Micro Focus Revenue (6)

Barrenechea $ 2,015,000 35% 35% N/A N/A 30 %

Madhu Ranganathan $ 1,025,000 38% 38% N/A N/A 24 %

Paul Duggan $ 900,000 N/A 22% N/A 50% 28 %

Muhi Majzoub $ 850,000 35% 35% N/A N/A 30 %

Simon Harrison $ 900,000 N/A 22% 50% N/A 28 %

Cloud, Customer Support Revenue and Enterprise PS Bookings (3)

Barrenechea $ 1,425,000 50% 50% N/A

Todd Cione $ 675,000 50% 50% N/A

Paul Duggan $ 675,000 N/A 30% 70%

Muhi Majzoub $ 625,000 50% 50% N/A

Chadwick Westlake (4)

$ 585,210 50% 50% N/A

Madhu Ranganathan $ 775,000 50% 50% N/A

____________________

(1) This table includes all NEOs other than Mr.

Cione, as Mr.

Cione joined the Company in April 2024.

See below for treatment of Mr.

Cione’s STI award for Fiscal 2024.

(2) Worldwide revenues are derived from the “Total Revenues” line of our audited income statement with certain adjustments relating to the aging of accounts receivable.

(1) Worldwide revenues are derived from the “Total Revenues” line of our audited income statement.

Worldwide revenues are an important metric for measuring our growth and the scope of the business enterprise.

AOI is calculated as total revenues less the total cost of revenues and operating expenses excluding amortization of intangible assets, special charges and stock-based compensation expense.

AOI is also adjusted to remove the impact of foreign exchange.

(4) Enterprise license revenues are a component of “License” revenue line of our audited income statement.

First year maintenance (FYM) is allocated for the first annual term of maintenance as invoiced for new license deals, which is a component of our “Customer support” revenue line of our audited income statement.

Enterprise cloud bookings is the total value from cloud services and subscription contracts entered into in the period that is new, committed and incremental to our existing contracts, entered into with our enterprise-based customers.

Enterprise professional services (PS) bookings are the total value from Enterprise PS contracts entered into the period that is new, committed and incremental to our existing contracts.

(5) Team cloud revenues are a component of “Cloud services and subscriptions” revenue line of our audited income statement and customer support revenues are a component of our “Customer support” revenue line of our audited income statement, and Enterprise PS Bookings are the total value from Enterprise PS contracts entered into the period that is new, committed and incremental to our existing contracts.

(6) Micro Focus revenues are included within the “Total Revenues” line of our audited income statement with certain adjustments relating to the aging of accounts receivable.

This is an important metric for measuring the stabilization of the Micro Focus business.

Tab le of C ontents

(3) Cloud revenues are a component of “Cloud services and subscriptions” revenue line of our audited income statement and customer support revenues are a component of our “Customer support” revenue line of our audited income statement, and Enterprise PS Bookings are the total value from Enterprise PS contracts entered into the period that is new, committed and incremental to our existing contracts.

Westlake joined the Company in March 2025.

See below for the treatment of Mr.

Westlake’s STI award for Fiscal 2025.

For the STI award amounts that would be earned at each of threshold, target and maximum levels of performance, see “Grants of Plan-Based Awards for Fiscal 2025” below.

For each performance measure noted above, the Talent and Compensation Committee approves the target award eligible to be earned by an NEO.

The Board also sets a minimum performance threshold (most worldwide performance measures require attainment of at least 90% of the goal), a target performance level and a maximum performance level.

Where applicable, the Board also creates an objective formula for determining the percentage STI payout for performance above and below the performance target (with performance below threshold funding no STI award).

To the extent the performance goal is exceeded, the award will be proportionately greater, up to the maximum performance level.

The Board also sets a minimum performance threshold, a target performance level and a maximum performance level.

The threshold, target and maximum levels and payout formula are set forth below, as well as actual performance and payouts as a percentage of targets achieved in Fiscal 2025.

The Fiscal 2024 performance goals for all measures were set above Fiscal 2023 performance goals because our strategic mandate is to grow the business.

The STI performance goals and measurement of the final levels include pre-established plan adjustments that remove the impact of foreign exchange as compared to the original budget because performance due to rising or falling foreign currency exchange rates is viewed as outside of the control of the executives.

Objectives (in millions) Fiscal

Objectives (in millions)

Fiscal 2025 % Target Actually Achieved

2 unchanged sentences

Worldwide Adjusted Operating Income $ 1,473 $ 1,645 $ 1,695 $ 1,636 99 % 95 %

Enterprise License Revenue, FYM, Cloud Bookings and PS Bookings $ 2,772 $ 1,368 $ 1,520 $ 1,550 $ 1,434 94 % 55 %

Team Cloud, Customer Support Revenue and Enterprise PS Bookings $ 1,130 $ 4,000 $ 4,444 $ 4,533 $ 4,511 102 % 176 %

Micro Focus Revenues $ 900 $ 2,162 $ 2,300 $ 2,346 $ 2,297 100 % 100 %

Payment Scale for 2024 Worldwide Revenues, Enterprise License Revenue, FYM, Cloud Bookings and PS Bookings, Team Cloud and Customer Support Revenue, and PS Enterprise Bookings, and Worldwide Adjusted Operating Income

Cloud, Customer Support Revenue and Enterprise PS Bookings $ 3,730 $ 4,167 $ 4,334 $ 4,037 97 % 85 %

______________________

(1) The Fiscal 2025 target, which reflect only our ongoing product portfolio, represent a 1% growth in Worldwide Revenues compared to Fiscal 2024 results when AMC is excluded from the results, and represent a larger increase in the AOI target as the Company continues to focus on growing revenue and reducing costs.

Therefore, the Fiscal 2025 targets for each metric were set greater than their respective 2024 achievements on an ongoing product portfolio basis.

See Section III - Fiscal 2025 Highlights for more information.

Payment Scale for 2025 Worldwide Revenues, Team Cloud and Customer Support Revenue, and PS Enterprise Bookings

% Attainment % Payment % Attainment % Payment

3 unchanged sentences

94 - 95% 70.0% 102.5% 162.5%

96 - 97% 70% 102% and above 200% cap

96 - 97% 85.0% 103.0% 175.0%

98 - 99% 95.0% 103.5% 187.5%

100.0% 100.0% 104.0% 200.0%

100.5% 112.5%

Formula when performance is above-target:

Actual / Target = % of Attainment

(Linear x25% earnout for every 0.5% by which performance attainment is over 100% of goal)

Micro Focus Revenue

% Attainment % Payment

(Linear interpolation x12.5% earnout for every 0.5% by which performance attainment is over 100% of goal)

Payment Scale for 2025 Worldwide Adjusted Operating Income

% Attainment % Payment % Attainment % Payment

0 - 89% —% 100.5% 116.7%

1 unchanged sentence

92 - 93% 55.0% 101.5% 150.0%

107% and above 200% cap

94 - 95% 70.0% 102.0% 166.7%

96 - 97% 85.0% 102.5% 183.3%

98 - 99% 95.0% 103.0% 200.0%

100.0% 100.0%

Formula when performance is above-target:

Actual / Target = % of Attainment

(Linear interpolation x16.67% earnout for every 0.5% by which performance attainment is over 100% of goal)

Tab le of C ontents

The actual STI award earned by each NEO for Fiscal 2025 was determined in accordance with the formulas described above, without any discretionary adjustment.

6 unchanged sentences

Worldwide Adjusted Operating Income $ 712,500 $ 285,000 $ 676,875 95 %

Micro Focus Revenues $ 590,000 $ 295,000 $ 590,000 100 %

Total $ 1,425,000 $ 570,000 $ 1,282,500 90 %

Madhu Ranganathan

Performance Measure:

3 unchanged sentences

Worldwide Revenues (1)

$ 337,500 $ 135,000 $ 286,875 85 %

Worldwide Adjusted Operating Income $ 337,500 $ 135,000 $ 320,625 95 %

Micro Focus Revenues $ 250,000 $ 125,000 $ 250,000 100 %

Total $ 675,000 $ 270,000 $ 607,500 90 %

______________________

(1) Prior Sales executives were measured on metrics that were a subset of Worldwide Revenues.

However, with the strategic appointment in Fiscal 2024 of Todd Cione as President of OpenText Worldwide Sales, the Worldwide Revenue metric (and not a subset of this metric) was considered more appropriate as Mr.

Cione is focused on spearheading our global go-to-market strategy and revenue growth, with OpenText's global sales and sales operations functions reporting directly to him.

Performance Measure:

2 unchanged sentences

(% of Target)

Team Cloud, Customer Support Revenue and Enterprise PS Bookings $ 455,000 $ 68,250 $ 846,300 186 %

Cloud, Customer Support Revenue and Enterprise PS Bookings (1)

$ 472,500 $ 189,000 $ 401,625 85 %

Worldwide Adjusted Operating Income $ 202,500 $ 81,000 $ 192,375 95 %

Micro Focus Revenues $ 250,000 $ 125,000 $ 250,000 100 %

Total $ 675,000 $ 270,000 $ 594,000 88 %

______________________

(1) For Fiscal 2026, to ensure alignment and consistency across all executives, Mr.

Duggan’s STI metrics will be based on Worldwide Revenues and AOI.

See Section I - Our Shareholder Engagement Process and Response to Say-on-Pay Vote for a description of changes to our STI program for Fiscal 2026.

Performance Measure:

4 unchanged sentences

Worldwide Adjusted Operating Income $ 312,500 $ 125,000 $ 296,875 95 %

Micro Focus Revenues $ 250,000 $ 125,000 $ 250,000 100 %

Total $ 625,000 $ 250,000 $ 562,500 90 %

Simon Harrison

Performance Measure:

Target Payable at

Threshold Actual

(% of Target)

Enterprise License Revenue, FYM, Cloud Bookings and PS Bookings $ 455,000 $ 68,250 $ 250,250 55 %

Worldwide Adjusted Operating Income $ 195,000 $ 29,250 $ 136,500 70 %

Micro Focus Revenues $ 250,000 $ 125,000 $ 250,000 100 %

Total $ 900,000 $ 222,500 $ 636,750 71 %

Cione joined the Company at the start of the fourth quarter of the fiscal year.

Chadwick Westlake

Westlake joined the Company in March 2025.

As part of Mr.

Cione’s sign-on compensation arrangement, he was provided with an “at target” STI payment prorated for the last quarter of 2024 to ensure Mr.

Cione does not benefit from or is penalized for performance metrics that would not have reflected Mr.

Cione’s contribution to the Company during the remainder of the fiscal year.

Westlake’s sign-on compensation arrangement, he was provided with an “at target” STI payment prorated for the duration he was employed during Fiscal 2025 (i.e., from March 2025 to June 2025) to ensure Mr.

Westlake neither benefits from nor is penalized for performance metrics that would not have reflected Mr.

Westlake’s contribution to the Company during the remainder of the fiscal year.

As a result, Mr.

Cione’s at target payout in Fiscal 2024 was $167,828, based on his annual STI target of $675,000.

Any STI payouts in future years would be based on performance measures derived from our annual business plan.

New for Fiscal 2025

We recognize the importance of and engage in rigorous performance goal setting to ensure growth and profitability are aligned with our business objectives and shareholder expectations.

Factoring in the complexities of our business, on a like-for-like basis, Fiscal 2025 variable compensation performance targets will be set higher than Fiscal 2024 actual outcomes.

For Fiscal 2025, our short-term incentive payout structure was deleveraged in response to shareholder feedback.

The Fiscal 2025 STI program requires attainment of 103% and 104% for Worldwide Revenue and AOI goals, respectively, before the maximum 200% payout is earned.

The higher level of required performance is to increase the incentive to achieve significant revenue and AOI growth for the Company.

We will no longer have a separate Micro Focus Revenue measure as part of the plan now that the business is integrated.

Ambitious performance targets, combined with the deleveraged payout curve for exceeding performance targets, work together to provide significant financial results to our shareholders in return for earning the maximum 200% payout under the STI plan.

Westlake’s “at target” payout in Fiscal 2025 was $189,191, based on his annual STI target of $585,210.

Tab le of C ontents

Madhu Ranganathan

Ranganathan ceased to be our Chief Financial Officer in March 2025.

As a result of her departure from the Company, she was provided with an “at target” STI payment prorated for the duration she was employed during Fiscal 2025.

As a result, Ms.

Ranganathan’s “at target” payout in Fiscal 2025 was $640,865, based on her annual STI target of $775,000.

Long-Term Incentives

4 unchanged sentences

For each LTIP grant, a target value is established by the Talent and Compensation Committee for each NEO, except for the CEO, whose target value is established by the Board, based on competitive market practice and by the respective NEO’s ability to influence financial or operational performance.

The target values of the annual grants are consistent with competitive market practice, set to ensure that the annual total direct target compensation packages are appropriately positioned relative to our industry peer group for each of our NEOs.

Grant amounts consider the desired pay mix, competitive position and internal equity across our NEOs.

1 unchanged sentence

The performance goals and the weightings of performance goals under the LTIP are first recommended by the Talent and Compensation Committee and then approved by the Board.

Grants are generally made annually and are comprised of the components outlined in the table below.

Grants are generally made annually and for grants made in August 2024 (for Fiscal 2025) were comprised of the components outlined in the table below.

Vehicle Vesting

Performance Share Units (PSUs) All NEOs:

Cliff vesting in the third year following the determination by the Board that the performance criteria have been met for the rTSR metric.

NEOs excluding CEO Organic Growth Metric:

Cliff vesting in the second year following the determination by the Board that the performance criteria have been met for the organic growth operating financial performance metric.

Restricted Share Units (RSUs) Vesting is annually in equal amounts on each of the first three anniversaries of grant date.

Stock Options Vesting is 25% on each of the first four anniversaries of grant date.

Options expire seven years after the grant date.

Cliff vesting occurs in the third year following the determination by the Board that the performance criteria have been met for the rTSR metric.

Restricted Share Units (RSUs) Vesting occurs annually in equal amounts on each of the first three anniversaries of the grant date.

Stock Options Vesting occurs at a rate of 25% on each of the first four anniversaries of grant date.

Stock options expire seven years after the grant date.

______________________

4 unchanged sentences

• May be subject to certain limitations in the event of early termination of employment or change in control of the Company;

• Are subject to the clawback policy (the “Clawback Policy”) we adopted in 2023 in accordance with SEC rules and NASDAQ listing standards and in line with market practice.

The Clawback Policy mandates the recovery of certain erroneously paid incentive-based compensation that may be received by our executive officers on or after October 2, 2023, if we have a qualifying financial restatement during the three completed fiscal years immediately preceding the fiscal year in which a financial restatement determination is made, subject to limited exceptions.

Recovery is required regardless of whether the executive officer was involved in the preparation of the relevant financial statements;

• For grants made on or after Fiscal 2023, when cash dividends are paid by the Company on outstanding Common Shares, the Company will credit additional dividend equivalent PSUs and RSUs to the participant’s account.

Dividend equivalent PSUs and RSUs will be subject to the same terms and conditions as the granted PSUs or RSUs, as applicable, and vest and are settled at the same time and in the same form as the PSUs or RSUs to which such dividend equivalent PSUs or RSUs relate.

• When cash dividends are paid by the Company on outstanding Common Shares, the Company credits additional dividend equivalent PSUs and RSUs to the participant’s account.

Dividend equivalent PSUs and RSUs are subject to the same terms and conditions as the granted PSUs or RSUs, as applicable, and vest and are settled at the same time and in the same form as the PSUs or RSUs to which such dividend equivalent PSUs or RSUs relate.

The dividend equivalents for PSUs are only credited for shares earned under the PSU program.

LTIP - PSU Grants in 2024

In Fiscal 2024, we maintained our practice of providing PSUs aligned with a rTSR metric for all NEOs.

Starting with the Fiscal 2024 grants, we will use rTSR to benchmark our performance against the three-year TSR of the constituents of the NASDAQ Composite Index.

The composition of the NASDAQ Composite Index is heavily weighted towards companies in the information technology sector, which reflects similar alternate investments for our shareholders.

Relative TSR Compared to NASDAQ Composite Index Constituents:

LTIP - PSU Grants in Fiscal 2025

In Fiscal 2025, we maintained our practice of granting PSUs to all NEOs, with vesting tied to rTSR.

Since the Fiscal 2024 grant cycle, we have benchmarked our performance against the three-year TSR of companies in the NASDAQ Composite Index.

This index is heavily weighted towards the information technology sector, aligning with alternative investment opportunities available to our shareholders.

To further strengthen the performance orientation of our PSU program, we refined the rTSR metric in Fiscal 2025 to raise the requirement for achieving a target payout.

Under the revised design, PSUs are earned at the target level only if our rTSR exceeds the median – specifically, at or above the 55th percentile – reinforcing our commitment to strong, market-leading performance.

Tab le of C ontents

rTSR vs Index Constituents:

PSUs Earned as % Target:

Below 20th percentile 0%

2 unchanged sentences

55th percentile 100%

We closely reviewed the LTIP award levels of our NEOs.

Recognizing that the LTIP grant values for NEOs other than our CEO were below market peer companies, we increased their LTIP grant values to raise their target compensation to a level closer to the median.

This increase in grant value was achieved by adding a PSU component tied to an organic growth two-year operating metric, strengthening the link between compensation and our multi-year internal financial goals.

This addition balanced clear line of sight to performance results with our objective to retain key executives through a competitive pay package.

The mix of stock options, PSUs and RSUs tied to one-, two-, three- and four-year vesting time horizons, has been used to solidify our retention objectives for an executive team that is critical to our business growth, scale and transformation.

Our CEO’s annual LTIP grant is positioned 15% below the median of our selected peer group and deemed an appropriate level.

As such, we did not modify our CEO’s pay for performance or grant levels.

We also recognize that our CEO has other

outstanding performance-based equity from previous years.

As such, our CEO’s awards are appropriately aligned with the rest of our NEOs, resulting in greater internal compensation equity.

Our CEO’s target long-term incentive compensation decreased by 45%, due to the fact that he was not provided with a one-time LTIP grant and his regular annual Fiscal 2024 LTIP award value was kept flat to Fiscal 2023.

As noted above, Todd Cione joined the Company at the start of the fourth quarter of Fiscal 2024.

Cione was provided with grants for two of the in-progress LTIPs on a pro-rata basis.

These grants were provided to incent Mr.

Cione to join the organization and are a component of his compensation package that will immediately align his interests with the interests of our shareholders.

The LTIP grant that vests in Fiscal 2025 was prorated 47% of target ($1.6 million) and the LTIP grant that vests in Fiscal 2026 at 79% of target ($2.8 million).

The fair value of PSUs was at least 50% of the equity value for NEOs.

Named Executive Officer Performance Share Units Value Restricted Share Units Value

Stock Options Value Total

Organic Growth Acceleration Program PSU

75th percentile 200%

Our CEO’s annual LTIP grant is positioned 26% below the median of our selected peer group, which the Talent and Compensation Committee (with advice from its independent compensation consultant) considered appropriate.

Further, as our CEO continues to hold outstanding performance-based equity from prior years, it was determined that there would be no change to the target grant value of our CEO’s annual LTIP grant in Fiscal 2025 (as compared to Fiscal 2024).

For NEOs, at least 50% of the equity value of their LTIP awards was delivered in the form of PSUs, reinforcing our commitment to performance-based compensation.

Named Executive Officer Performance Share Units Value Restricted Share Units Value Stock Options Value Total

Barrenechea $ 5,000,000 $ 2,500,000 $ 2,500,000 $ 10,000,000

Madhu Ranganathan $ 1,235,000 $ 600,000 $ 617,500 $ 617,500 $ 3,070,000

Todd Cione $ 1,750,000 $ 875,000 $ 875,000 $ 3,500,000

1 unchanged sentence

Muhi Majzoub $ 1,000,000 $ 500,000 $ 500,000 $ 2,000,000

Simon Harrison $ 792,500 $ 600,000 $ 396,250 $ 396,250 $ 2,185,000

Chadwick Westlake (1)

$ 987,500 $ 493,750 $ 493,750 $ 1,975,000

Madhu Ranganathan $ 1,500,000 $ 750,000 $ 750,000 $ 3,000,000

______________________

Westlake joined the Company in March 2025.

In connection with his hire, Mr.

Westlake received a prorated grant (79% of target value) based on his start date relative to the performance cycle.

The LTIP grant, which would have vested in Fiscal 2027, will be cancelled following Mr.

Westlake’s departure from the Company effective August 15, 2025.

For details of our previous LTIPs, see Item 11 of our Annual Report on Form 10-K for the relevant year.

LTIP - PSU Vesting in 2025

Relative TSR PSUs granted in Fiscal 2022 were eligible to vest during Fiscal 2024 based on rTSR versus the relevant index over their three-year performance period.

The threshold rTSR of 25th percentile was not achieved and no PSUs were earned under this grant.

The RSUs do not have any specific performance-based vesting criteria and are to reward employment retention during the three-year vesting period and value through share price appreciations over time.

PSUs granted in Fiscal 2022 were eligible to vest during Fiscal 2025, based on rTSR performance compared to the designated index over a three-year performance period.

During this period, the Company placed at the 35 th percentile relative to the S&P Midcap 400 Software & Services Peer Group used for the Fiscal 2022 PSU award.

This performance resulted in a 70% payout of the original PSU grant.

The Board determined that this outcome accurately reflected the Company’s rTSR performance in accordance with the plan, and no discretionary adjustments were made to the calculated payout under the plan’s rules.

LTIP – Organic Growth Acceleration Program (OGAP)

In Fiscal 2024, as part of our annual LTIP, we made PSU award grants to our NEOs (excluding our CEO) under the OGAP, such PSUs being tied to an organic growth two-year revenue performance metric and eligible to vest by June 30, 2025.

However, the threshold performance was not achieved at the end of the two-year performance period.

As a result, the Board deemed that no discretion would be applied and that no PSUs would be earned under this program.

The OGAP was retired in Fiscal 2025, and no new grants under the OGAP have been made.

RSUs are not subject to specific performance-based vesting criteria.

Instead, they are intended to promote employment retention over the three-year vesting period and align with share price movements over time.

Tab le of C ontents

LTIP - Stock Options

The stock options granted in connection with the annual LTIP vest over four years and are only valuable if the stock price increases during their seven-year life.

For a discussion of the assumptions used in the valuation of stock options, see Note 13 “Share Capital, Option Plans and Share-based Payments” to our Notes to Consolidated Financial Statements under Item 8 of the Annual Report on Form 10-K.

With respect to stock option grants, the Board will determine the following, based upon the recommendation of the Talent and Compensation Committee:

the executive officers entitled to participate in our stock option plan;

the number of options to be granted;

and any other material terms and conditions of the stock option grant.

All stock option grants, whether part of the LTIP or granted separately for new hires, promotions, retention or other reasons, are governed by our stock option plans.

For Fiscal 2026 grants, stock options will no longer be included in the annual LTIP awards for our current CEO and other NEOs.

Instead, their annual LTIP grants will consist of PSUs for our CEO and a mix of PSUs and RSUs for our other NEOs.

Stock options that were previously granted under earlier annual LTIP awards will continue to vest over a four-year period and will only have value if our stock price increases during their seven-year term.

For a discussion of the assumptions used in the valuation of stock options, see Note 13 “Equity and Share-based Compensation” to our Notes to Consolidated Financial Statements under Item 8 of the Annual Report on Form 10-K.

All stock option grants, whether part of the annual LTIP prior to Fiscal 2026 or granted separately for new hires, promotions, retention or other reasons, are governed by our stock option plan.

The price at which stock options are granted is not less than the closing price of the Company’s Common Shares on the trading day for the NASDAQ immediately preceding the applicable grant date.

In addition, grants and exercises of stock options are subject to our Insider Trading Policy.

For details of our Insider Trading Policy, see “Other Information with Respect to Our Compensation Program - Insider Trading Policy” below.

New for Fiscal 2025

For Fiscal 2025, we have adjusted the rTSR measure within the PSU plan to require higher performance in order to earn a target payout.

New rTSR PSUs in Fiscal 2025 are earned at target only for above-median rTSR performance.

The target is earned for 55 th percentile rTSR performance to ensure we hold ourselves to a high standard of over-achievement.

rTSR vs Index Constituents:

PSUs Earned as % Target:

Below 20th percentile 0%

20th percentile 50%

50th percentile 97.5%

55th percentile 100%

75th percentile 200%

Further, the vesting for the rTSR PSUs granted in Fiscal 2025 will only accelerate in the event of a change of control for the number of shares earned based on actual (rTSR) performance compared to the NASDAQ Composite Index.

Section VII - Other Elements of Our Compensation Program

9 unchanged sentences

• An annual executive medical physical examination;

• An annual allowance to reimburse expenses to a pre-defined maximum related to financial planning, tax preparation or club memberships.

• An annual allowance to reimburse expenses to a pre-defined maximum related to financial planning such as tax preparation, additional life insurance, financial planning and/or estate planning advice.

Other Benefits

4 unchanged sentences

• Tax-based retirement savings plans matching contributions.

Tab le of C ontents

NEOs residing in the United States may be eligible to continue participation in US Open Text health care plans upon retirement on the condition that the costs of the benefit are fully borne by the retiree.

Pension Plans

We do not provide pension benefits or any non-qualified deferred compensation to any of our NEOs.

Share Ownership Guidelines

We currently have equity ownership guidelines (Share Ownership Guidelines), the objective of which is to encourage our senior management, including our NEOs, and our directors to buy and hold Common Shares in the Company based upon an investment target.

We believe that the Share Ownership Guidelines help align the financial interests of our senior management team and directors with the financial interests of our shareholders.

In Fiscal 2024, we updated our CEO’s equity ownership guidelines to further strengthen the alignment between our key executive and the long-term performance of the Company.

The equity ownership levels are as follows:

CEO 6x base salary

Other senior management 1x base salary

Non-management director 5x annual retainer

For purposes of the Share Ownership Guidelines, individuals are deemed to hold all securities over which they are the registered or beneficial owner thereof under the rules of Section 13(d) of the Exchange Act through any contract, arrangement, understanding, relationship or otherwise in which such person has or shares:

• voting power which includes the power to vote, or to direct the voting of, such security;

• investment power which includes the power to dispose, or to direct the disposition of, such security.

Also, Common Shares will be valued at the greater of their book value (i.e., purchase price) or the current market value.

On an annual basis, the Talent and Compensation Committee reviews the recommended ownership levels under the Share Ownership Guidelines and the compliance by our executive officers and directors with the Share Ownership Guidelines.

The Board originally implemented the Share Ownership Guidelines in October 2009 and recommends that equity ownership levels be achieved within five years of becoming a member of the executive leadership team, including NEOs.

The Board also recommends that the executive leadership team retain their ownership levels for as long as they remain members of the executive leadership team.

Named Executive Officers

NEOs may achieve the Share Ownership Guidelines through the exercise of stock option awards for Common Shares, Common Shares received as a result of vested RSUs or PSUs, purchases under the OpenText Employee Stock Purchase Plan (ESPP), through open market purchases made in compliance with applicable securities laws or through any equity plan(s) we may adopt from time to time providing for the acquisition of Common Shares.

Until the Share Ownership Guidelines are met, it is recommended that an NEO retain a portion of any stock option exercise or LTIP award in Common Shares to contribute to the achievement of the Share Ownership Guidelines.

Common Shares issuable pursuant to the unexercised options are not counted towards meeting the equity ownership target.

All NEOs are in compliance with the Share Ownership Guidelines applicable to them for Fiscal 2024, with Mr.

Duggan and Mr.

Cione having until 2026 and 2029, respectively, to reach their applicable equity ownership guidelines.

Regarding non-management directors, both Common Shares and deferred stock units (DSUs) are counted towards the achievement of the Share Ownership Guidelines.

The Company currently has a Directors’ Deferred Share Unit Plan (DSU Plan), whereby any non-management director of the Company may elect to defer all or part of their retainer and/or fees in the form of common stock equivalents.

As of the date of the Circular, all non-management directors, as applicable to them, are in compliance with the Share Ownership Guidelines.

For further details, see the table below titled “Director Compensation for Fiscal 2024.”

Insider Trading Policy

All our employees, officers and directors, including our NEOs, are required to comply with our Insider Trading Policy.

Our Insider Trading Policy prohibits the purchase, sale or trade of our securities with the knowledge of material inside information.

In addition, our Insider Trading Policy prohibits our employees, officers and directors, including our NEOs, from, directly or indirectly, short selling any security of the Company or entering into any other arrangement that results in a gain only if the value of the Company’s securities decline in the future, selling a “call option” giving the holder an option to purchase securities of the Company, or buying a “put option” giving the holder an option to sell securities of the Company.

The definition of “trading in securities” includes any derivatives-based, monetization, non-recourse loan or similar arrangement that changes the insider’s economic exposure to or interest in securities of the Company and which may not necessarily involve a sale.

All grants of stock options are subject to our Insider Trading Policy and as a result, stock options may not be granted during the “blackout” period beginning on the fifteenth day of the last month of each quarter and ending at the beginning of the second trading day following the date on which the Company’s quarterly or annual financial results, as applicable, have been publicly released.

If the Board approves the issuance of stock options during the blackout period, these stock options are not granted until the blackout period is over.

The price at which stock options are granted is not less than the closing price of the Company’s Common Shares on the trading day for NASDAQ immediately preceding the applicable grant date.

Summary Compensation Table

5 unchanged sentences

2023 950,000 — 9,189,844 10,589,263 2,498,125 21,050 (7) 23,248,282

Madhu Ranganathan 2024 $ 775,000 — $ 3,050,728 $ 617,568 $ 850,625 $ 10,000 (7) $ 5,303,921

President, CFO and Corporate Development 2023 $ 688,750 — $ 2,021,796 $ 1,588,832 $ 1,110,500 $ — (6) $ 5,409,878

2022 $ 600,000 — $ 1,924,114 $ 499,815 $ 1,200,000 $ — (6) $ 4,223,929

Todd Cione 2025 675,000 — 3,561,858 875,741 607,500 — (8) 5,720,099

President, Worldwide Sales 2023 N/A N/A N/A N/A N/A N/A (8) N/A

President, Worldwide Sales 2024 155,966 167,828 3,240,363 2,780,139 — — (7) 6,344,296

2023 N/A N/A N/A N/A N/A N/A (9) N/A

1 unchanged sentence

President, Chief Customer Officer 2024 650,000 — 2,204,410 396,321 1,232,800 — (7) 4,483,531

2022 N/A N/A N/A N/A N/A N/A (11) N/A

2023 575,000 — 919,134 1,288,957 1,273,300 10,110 (7) 4,066,501

Muhi Majzoub 2025 625,000 — 2,035,348 500,440 562,500 — (8) 3,723,288

1 unchanged sentence

2023 562,500 — 1,364,721 1,410,180 1,008,750 4,329 (7) 4,350,480

Simon Harrison 2024 $ 650,000 — $ 2,204,410 $ 396,321 $ 636,750 $ 189,501 (12) $ 4,076,982

Strategic Advisor to the President, Worldwide Sales 2023 $ 575,000 — $ 1,364,721 $ 1,410,180 $ 722,750 $ 304,118 (12) $ 4,376,769

Chadwick Westlake 2025 190,193 189,191 1,967,065 1,279,931 — — (9) 3,626,380

Executive Vice President, Chief Financial Officer (CFO) 2024 N/A N/A N/A N/A N/A N/A (9) N/A

2023 N/A N/A N/A N/A N/A N/A (9) N/A

Madhu Ranganathan 2025 648,769 — 3,053,021 (10) 750,602 (10) 640,865 1,689,971 (11) 6,783,228

Former President, CFO and Corporate Development 2024 775,000 — 3,050,728 617,568 850,625 10,000 (7) 5,303,921

2023 688,750 — 2,021,796 1,588,832 1,110,500 — (7) 5,409,878

______________________

(1) The amounts set forth in this column represent the aggregate grant date fair value, as computed in accordance with ASC Topic 718 “Compensation-Stock Compensation” (Topic 718).

Grant date fair value may vary from the target value indicated in the table set forth above in the section “LTIP .” For a discussion of the assumptions used in these valuations, see Note 13 “Share Capital, Option Plans and Share-based Payments” to our Notes to Consolidated Financial Statements under Item 8 of this Annual Report on Form 10-K.

(1) The amount reported in the column for Mr.

Cione represents an “at target” STI payment prorated for the period of time Mr.

Cione was employed by the Company during Fiscal 2024, based on his annual STI target of $675,000, pursuant to his sign-on compensation arrangement.

The amount reported in the column for Mr.

Westlake represents an “at target” STI payment prorated for the period of time Mr.

Westlake was employed by the Company during Fiscal 2025, based on his annual STI target of $585,210, pursuant to his sign-on compensation arrangement.

(2) Amounts reported in this column represent the aggregate grant date fair value, as computed in accordance with ASC Topic 718 “Compensation-Stock Compensation” (Topic 718).

Grant date fair value may vary from the target value indicated in the table set forth above in the section “LTIP .

” For a discussion of the assumptions used in these valuations, see Note 13 “Equity and Share-based Compensation” to our Notes to Consolidated Financial Statements under Item 8 of the Annual Report on Form 10-K.

For the maximum value that may be received under the PSU awards granted in Fiscal 2025 by each NEO, see the “Maximum” column under “Estimated Future Payouts under Equity Incentive Plan Awards” under the “Grants of Plan-Based Awards in Fiscal 2025” table below.

(2) Amounts set forth in this column represent the amount recognized as the aggregate grant date fair value of stock option awards, as calculated in accordance with Topic 718 for the fiscal year in which the awards were granted.

(3) Amounts reported in this column represent the amount recognized as the aggregate grant date fair value of stock option awards, as calculated in accordance with Topic 718 for the fiscal year in which the awards were granted.

In all cases, these amounts do not reflect whether the recipient has actually realized a financial benefit from the exercise of the awards.

The performance options granted to Mr.

Barrenechea in Fiscal 2021 and Fiscal 2023 have been reflected and valued here, assuming all performance conditions are satisfied.

The performance stock options granted to Mr.

Barrenechea in Fiscal 2023 have been reflected and valued assuming all performance conditions are satisfied.

Also see “Long-Term Equity Grants to CEO” and “Grants of Plan-Based Awards in Fiscal 2023” in Item 11 of our Annual Report on Form 10-K for Fiscal 2023 for details of target performance value and vesting.

For a discussion of the assumptions used in this valuation, see Note 13 “Share Capital, Option Plans and Share-based Payments” to our Notes to Consolidated Financial Statements under Item 8 of this Annual Report on Form 10-K.

(3) The amounts set forth in this column for Fiscal 2024 represent payments under the short-term incentive plan based on actual performance achieved.

For a discussion of the assumptions used in this valuation, see Note 13 “Equity and Share-based Compensation” to our Notes to Consolidated Financial Statements under Item 8 of the Annual Report.

(4) Amounts reported in this column for Fiscal 2025 represent payments under the short-term incentive plan based on actual performance achieved.

Ranganathan’s payment represents “at target” STI payment prorated for the duration she was employed during Fiscal 2025.

(5) Except as otherwise indicated the amounts in “All Other Compensation” primarily include (i) medical examinations and (ii) tax preparation and financial advisory fees paid.

“All Other Compensation” does not include benefits received by the NEOs which are generally available to all our salaried employees.

(5) Represents amounts we paid, reimbursed or attributed for international tax and financial planning and travel related items.

“All Other Compensation” does not include benefits received by the NEOs which are generally available to all of our salaried employees.

(6) Represents amounts we paid, reimbursed or attributed for tax, financial, and estate planning and medical examinations.

Tab le of C ontents

(7) For details of the amounts of fees or expenses we paid or reimbursed please refer to Summary Compensation Table in Item 11 of our Annual Report on Form 10-K for the corresponding fiscal years ended June 30, 2024 and 2023.

(7) Represents amounts we paid or reimbursed for tax, financial, and estate planning.

Cione joined the Company in April 2024.

(8) The total value of all perquisites and personal benefits for this NEO was less than $10,000, and, therefore, excluded.

(10) Represents amounts we paid or reimbursed for medical examinations and life insurance.

(11) The executive officer was not an NEO during the fiscal year, and therefore compensation details have been excluded.

(12) Represents amounts we paid or reimbursed for housing allowance inclusive of a related tax gross-up amount of $80,059, $160,118 and $160,118 for the fiscal years ended June 30, 2024, 2023 and 2022, respectively.

Cione joined the Company in April 2024 and Mr.

Westlake joined the Company in March 2025.

(10) All Options, PSUs and RSUs that were granted in Fiscal 2025 were forfeited as a result of Ms.

Ranganathan’s departure from the Company.

Ranganathan ceased to be our Chief Financial Officer in March 2025.

As a result of her termination with the Company, pursuant to her employment agreement (filed as Exhibit 10.18 of the Annual Report on Form 10-K for the year-ended June 30, 2025), Ms.

Ranganathan will receive 12-months of base salary ($775,000), target short-term incentive ($775,000), accrued vacation ($99,851), insurance premium related to employee and medical benefits ($34,994), and payout of certain related perquisites ($5,126).

These severance amounts are consistent with the prior disclosure contained in “ Compensation Discussion and Analysis — Elements of Our Compensation Program — Potential Payments Upon Termination or Change in Control” of the Annual Report on Form 10-K for the year ended June 30, 2024.

Grants of Plan-Based Awards in Fiscal 2025

The following table sets forth certain information concerning grants of awards made to each NEO during Fiscal 2024.

The following tables set forth certain information concerning grants of awards made to each NEO during Fiscal 2025.

Estimated Future Payouts

1 unchanged sentence

Incentive Plan Awards (1)

All Other Option

of Securities

Underlying (2)

Grant Date Threshold

($/share) Awards

Barrenechea August 7, 2023 $ 508,750 $ 2,015,000 $ 4,030,000 272,930 $ 36.79 $ 2,500,415

Madhu Ranganathan August 7, 2023 $ 241,250 $ 1,025,000 $ 2,050,000 67,410 $ 36.79 $ 617,568

Todd Cione May 6, 2024 $ — $ — $ — 414,550 $ 30.25 $ 2,780,139

Paul Duggan August 7, 2023 $ 222,500 $ 900,000 $ 1,800,000 43,260 $ 36.79 $ 396,321

Muhi Majzoub August 7, 2023 $ 215,000 $ 850,000 $ 1,700,000 43,260 $ 36.79 $ 396,321

Simon Harrison August 7, 2023 $ 222,500 $ 900,000 $ 1,800,000 43,260 $ 36.79 $ 396,321

Estimated Future Payouts

3 unchanged sentences

Underlying (3)

Name Grant Date Threshold

Barrenechea August 7, 2023 61,420 122,840 245,680 61,420 $ 9,566,165

Madhu Ranganathan August 7, 2023 15,170 30,340 60,680 15,170 $ 2,362,728

November 30, 2023 8,570 17,140 34,280 — $ 688,000

Todd Cione May 6, 2024 32,075 64,150 128,300 32,070 $ 3,240,363

Paul Duggan August 7, 2023 9,735 19,470 38,940 9,740 $ 1,516,410

November 30, 2023 8,570 17,140 34,280 — $ 688,000

Muhi Majzoub August 7, 2023 9,735 19,470 38,940 9,740 $ 1,516,410

November 30, 2023 8,570 17,140 34,280 — $ 688,000

Simon Harrison August 7, 2023 9,735 19,470 38,940 9,740 $ 1,516,410

November 30, 2023 8,570 17,140 34,280 — $ 688,000

All Other Option

of Securities

Underlying (4)

Awards Closing Price of Option Awards on date of Grant

Date Board Approval

($) Threshold

($/share) ($/share) Awards

Barrenechea 570,000 1,425,000 2,850,000 — — — — — — — —

8/5/2024 7/31/2024 — — — 81,795 163,590 327,180 — — — — 7,845,776

8/5/2024 7/31/2024 — — — — — — 81,800 — — — 2,330,482

8/5/2024 7/31/2024 — — — — — — — 433,280 28.49 28.54 2,502,085

Todd Cione 270,000 675,000 1,350,000 — — — — — — — —

8/5/2024 7/31/2024 — — — 28,630 57,260 114,520 — — — — 2,746,190

8/5/2024 7/31/2024 — — — — — — 28,630 — — — 815,669

8/5/2024 7/31/2024 — — — — — — — 151,650 28.49 28.54 875,741

Paul Duggan 270,000 675,000 1,350,000 — — — — — — — —

8/5/2024 7/31/2024 — — — 24,540 49,080 98,160 — — — — 2,353,877

8/5/2024 7/31/2024 — — — — — — 24,540 — — — 699,145

8/5/2024 7/31/2024 — — — — — — — 129,980 28.49 28.54 750,602

Muhi Majzoub 250,000 625,000 1,250,000 — — — — — — — —

8/5/2024 7/31/2024 — — — 16,360 32,720 65,440 — — — — 1,569,251

8/5/2024 7/31/2024 — — — — — — 16,360 — — — 466,096

8/5/2024 7/31/2024 — — — — — — — 86,660 28.49 28.54 500,440

Chadwick Westlake (6)

5/2/2025 4/29/2025 — — — 16,155 32,310 64,620 — — — — 1,549,588

5/2/2025 4/29/2025 — — — — — — 16,150 — — — 417,478

5/2/2025 4/29/2025 — — — — — — — 244,230 25.85 26.16 1,279,931

Madhu Ranganathan (7)

310,000 775,000 1,550,000 — — — — — — — —

8/5/2024 7/31/2024 — — — 24,540 49,080 98,160 — — — — 2,353,877

8/5/2024 7/31/2024 — — — — — — 24,540 — — — 699,145

8/5/2024 7/31/2024 — — — — — — — 129,980 28.49 28.54 750,602

______________________

(1) Represents the threshold, target and maximum estimated payouts under our short-term incentive plan for Fiscal 2025.

For further information, see “Compensation Discussion and Analysis - Elements of Our Compensation Program - Short-Term Incentives” above.

(2) For further information regarding our options granting procedures, see “Compensation Discussion and Analysis - Elements of Our Compensation Program - Long-Term Incentives” above.

(3) Amounts set forth in this column represent the amount recognized as the aggregate grant date fair value of equity-based compensation awards, as calculated in accordance with ASC Topic 718 for the fiscal year in which the awards were granted.

In all cases, these amounts do not reflect whether the recipient has actually realized a financial benefit from the exercise of the awards.

(2) Represents the threshold, target and maximum estimated payouts under our LTIP PSUs for all NEOs.

For further information, see “Compensation Discussion and Analysis - Elements of Our Compensation Program - Long-Term Incentives - LTIP - PSU Grants in 2025” above.

Tab le of C ontents

(3) Represents the estimated payouts under our LTIP RSUs.

For further information, see “Compensation Discussion and Analysis - Elements of Our Compensation Program - Long-Term Incentives - LTIP - RSUs” above.

(4) For further information regarding our options granting procedures, see “Compensation Discussion and Analysis - Elements of Our Compensation Program - Long-Term Incentives” above.

(5) Amounts set forth in this column represent the amount recognized as the aggregate grant date fair value of equity-based compensation awards;

as calculated in accordance with ASC Topic 718 for the fiscal year in which the awards were granted.

In all cases, these amounts do not reflect whether the NEO has actually realized a financial benefit from the exercise of the awards.

For a discussion of the assumptions used in this valuation, see Note 13 “Equity and Share-based Compensation ” to our Notes to Consolidated Financial Statements under Item 8 of the Annual Report on Form 10-K.

Westlake joined the Company in March 2025.

In connection with his hire, Mr.

Westlake received a prorated grant (79% of target value) based on his start date relative to the performance cycle.

The LTIP grant would have vested in Fiscal 2027, but will be cancelled following Mr.

Westlake’s departure from the Company effective August 15, 2025.

Ranganathan ceased to be our Chief Financial Officer in March 2025, and has forfeited all stock options, PSUs and RSUs that were granted in Fiscal 2025.

Outstanding Equity Awards at End of Fiscal 2025

The following table sets forth certain information regarding outstanding equity awards held by each NEO as of June 30, 2024.

The following table sets forth certain information regarding outstanding equity awards held by each NEO (other than Madhu Ranganathan who ceased to be our Chief Financial Officer in March 2025) as of June 30, 2025.

Option Awards (1)

Name Grant Date Number of

exercisable Option

Equity Incentive Plan Awards:

Number of Securities Underlying Unexercised Unearned Options (#)

Option Expiration

8 unchanged sentences

rights that have not vested ($) (3)

Barrenechea August 7, 2017 59,180 — $ 34.49 August 7, 2024

August 6, 2018 161,040 — $ 39.27 August 6, 2025

August 5, 2019 273,010 — $ 38.76 August 5, 2026

August 10, 2020 160,260 53,420 $ 45.81 August 10, 2027

August 10, 2020 — 750,000 $ 45.81 August 10, 2027

August 9, 2021 128,206 128,204 $ 52.62 August 9, 2028

August 8, 2022 76,593 229,777 $ 39.09 August 8, 2029

August 29, 2022 292,521 707,479 $ 31.89 August 29, 2029

August 7, 2023 — 272,930 $ 36.79 August 7, 2030

August 9, 2021 48,050 $ 1,443,422

August 9, 2021 96,110 $ 2,887,144

August 8, 2022 65,218 $ 1,959,170

August 8, 2022 130,437 $ 3,918,340

August 7, 2023 63,151 $ 1,897,047

August 7, 2023 126,301 $ 3,794,093

Madhu Ranganathan May 11, 2018 220,132 — $ 34.71 May 11, 2025

August 6, 2018 28,600 — $ 39.27 August 6, 2025

August 5, 2019 42,900 — $ 38.76 August 5, 2026

August 10, 2020 89,738 65,316 $ 45.81 August 10, 2027

August 9, 2021 25,640 25,640 $ 52.62 August 9, 2028

August 8, 2022 16,850 50,550 $ 39.09 August 8, 2029

November 7, 2022 — 180,000 $ 26.81 November 7, 2029

August 7, 2023 — 67,410 $ 36.79 August 7, 2030

August 9, 2021 9,610 $ 288,684

August 9, 2021 19,220 $ 577,369

August 8, 2022 14,348 $ 431,024

August 8, 2022 28,697 $ 862,047

August 7, 2023 15,597 $ 468,548

August 7, 2023 31,195 $ 937,095

November 30, 2023 17,506 $ 525,889

Todd Cione May 6, 2024 — 414,550 $ 30.25 May 6, 2031

May 6, 2024 32,349 $ 971,754

May 6, 2024 64,707 $ 1,943,811

Paul Duggan August 6, 2018 2,502 — $ 39.27 August 6, 2025

May 7, 2019 45,000 — $ 40.20 May 7, 2026

August 5, 2019 9,750 — $ 38.76 August 5, 2026

August 10, 2020 24,473 20,657 $ 45.81 August 10, 2027

August 9, 2021 9,616 9,614 $ 52.62 August 9, 2028

August 8, 2022 7,660 22,980 $ 39.09 August 8, 2029

November 7, 2022 — 180,000 $ 26.81 November 7, 2029

August 7, 2023 — 43,260 $ 36.79 August 7, 2030

August 9, 2021 3,600 $ 108,144

August 9, 2021 7,210 $ 216,588

August 8, 2022 6,523 $ 195,949

August 8, 2022 13,046 $ 391,898

August 7, 2023 10,014 $ 300,834

August 7, 2023 20,019 $ 601,359

November 30, 2023 17,506 $ 525,889

Muhi Majzoub August 7, 2017 36,960 — $ 34.49 August 7, 2024

August 6, 2018 31,460 — $ 39.27 August 6, 2025

May 7, 2019 75,000 — $ 40.20 May 7, 2026

August 5, 2019 42,900 — $ 38.76 August 5, 2026

August 10, 2020 73,185 54,487 $ 45.81 August 10, 2027

August 9, 2021 17,310 17,310 $ 52.62 August 9, 2028

August 8, 2022 11,375 34,125 $ 39.09 August 8, 2029

November 7, 2022 — 180,000 $ 26.81 November 7, 2029

August 7, 2023 — 43,260 $ 36.79 August 7, 2030

August 9, 2021 6,490 $ 194,960

August 9, 2021 12,970 $ 389,619

August 8, 2022 9,689 $ 291,060

August 8, 2022 19,367 $ 581,803

August 7, 2023 10,014 $ 300,834

August 7, 2023 20,019 $ 601,359

November 30, 2023 17,506 $ 525,889

Simon Harrison November 6, 2017 40,000 — $ 34.48 November 6, 2024

August 6, 2018 12,510 — $ 39.27 August 6, 2025

August 5, 2019 19,500 — $ 38.76 August 5, 2026

August 10, 2020 76,416 57,336 $ 45.81 August 10, 2027

August 9, 2021 17,310 17,310 $ 52.62 August 9, 2028

August 8, 2022 11,375 34,125 $ 39.09 August 8, 2029

November 7, 2022 — 180,000 $ 26.81 November 7, 2029

August 7, 2023 — 43,260 $ 36.79 August 7, 2030

August 9, 2021 6,490 $ 194,960

August 9, 2021 12,970 $ 389,619

August 8, 2022 9,689 $ 291,060

August 8, 2022 19,367 $ 581,803

August 7, 2023 10,014 $ 300,834

August 7, 2023 20,019 $ 601,359

November 30, 2023 17,506 $ 525,889

Unexercisable

Barrenechea 8/6/2018 161,040 — 39.27 8/6/2025

8/5/2019 273,010 — 38.76 8/5/2026

(1) Options in the table above vest annually over a period of 4 years starting from the date of grant, with the exception of (i) options granted to certain of our executive officers on August 10, 2020 in recognition of their service which vest annually over a 5 year period, with the first vesting date being two years from the date of grant, (ii) options granted to certain of our executive officers on November 7, 2022 in recognition of their services which vest annually over a 4 year period, with the first vesting date being two years from the date of grant, and (iii) 750,000 performance options granted to the CEO in Fiscal 2021 and 1,000,000 performance options granted to the CEO in Fiscal 2023 both of which vest subject to the satisfaction of certain performance criteria.

8/10/2020 213,680 — 45.81 8/10/2027

8/10/2020 — — 750,000 45.81 8/10/2027

8/9/2021 192,308 64,102 52.62 8/9/2028

8/8/2022 153,186 153,184 39.09 8/8/2029

8/29/2022 292,521 — 707,479 31.89 8/29/2029

8/7/2023 68,233 204,697 36.79 8/7/2030

8/5/2024 — 433,280 28.49 8/5/2031

8/8/2022 67,639 1,975,061

8/8/2022 135,278 3,950,122

8/7/2023 65,494 1,912,434

8/7/2023 130,989 3,824,867

8/5/2024 84,836 2,477,203

8/5/2024 169,661 4,954,103

Todd Cione 5/6/2024 103,638 310,912 30.25 5/6/2031

8/5/2024 — 151,650 28.49 8/5/2031

5/6/2024 33,549 979,636

5/6/2024 67,109 1,959,578

8/5/2024 29,693 867,021

8/5/2024 59,385 1,734,042

Paul Duggan 8/6/2018 2,502 — 39.27 8/6/2025

5/7/2019 45,000 — 40.20 5/7/2026

8/5/2019 9,750 — 38.76 8/5/2026

8/10/2020 11,445 — 45.81 8/10/2027

8/10/2020 25,264 8,421 45.81 8/10/2027

8/9/2021 14,423 4,807 52.62 8/9/2028

8/8/2022 15,320 15,320 39.09 8/8/2029

11/7/2022 61,200 118,800 26.81 11/7/2029

8/7/2023 10,815 32,445 36.79 8/7/2030

8/5/2024 129,980 28.49 8/5/2031

8/8/2022 6,765 197,538

Tab le of C ontents

8/8/2022 13,530 395,076

8/7/2023 10,386 303,274

8/7/2023 20,762 606,237

11/30/2023 18,156 530,155

8/5/2024 25,451 743,161

8/5/2024 50,901 1,486,322

Muhi Majzoub 8/6/2018 31,460 — 39.27 8/6/2025

5/7/2019 75,000 — 40.20 5/7/2026

8/5/2019 42,900 — 38.76 8/5/2026

8/10/2020 37,390 — 45.81 8/10/2027

8/10/2020 67,712 22,570 45.81 8/10/2027

8/9/2021 25,965 8,655 52.62 8/9/2028

8/8/2022 22,750 22,750 39.09 8/8/2029

11/7/2022 61,200 118,800 26.81 11/7/2029

8/7/2023 10,815 32,445 36.79 8/7/2030

8/5/2024 — 86,660 28.49 8/5/2031

8/8/2022 10,049 293,421

8/8/2022 20,086 586,522

8/7/2023 10,386 303,274

8/7/2023 20,762 606,237

11/30/2023 18,156 530,155

8/5/2024 16,967 495,441

8/5/2024 33,934 990,881

Chadwick Westlake (4)

5/2/2025 244,230 25.85 5/2/2032

5/2/2025 16,299 475,927

5/2/2025 32,608 952,148

Madhu Ranganathan (5)

8/6/2018 28,600 — 39.27 7/31/2025

8/5/2019 42,900 — 38.76 7/31/2025

8/10/2020 128,501 — 45.81 7/31/2025

8/9/2021 38,460 — 52.62 7/31/2025

8/8/2022 33,700 — 39.09 7/31/2025

8/7/2023 16,853 — 36.79 7/31/2025

8/8/2022 13,096 382,392

8/8/2022 26,190 764,754

8/7/2023 9,059 264,515

8/7/2023 18,117 529,030

______________________

(1) Stock options in the table above vest annually over a period of four years starting from the date of grant, with the exception of (i) stock options granted to certain of our executive officers on August 10, 2020 in recognition of their service which vest annually over a five year period, with the first vesting date being two years from the date of grant, (ii) stock options granted to certain of our executive officers on November 7, 2022 in recognition of their services which vest annually over a four year period, with the first vesting date being two years from the date of grant, and (iii) 750,000 performance stock options granted to Mr.

Barrenechea on August 10, 2020 and 1,000,000 performance stock options granted to Mr.

Barrenechea on August 7, 2023, both of which vest subject to the satisfaction of certain performance criteria.

For additional detail, see “Compensation Discussion and Analysis - Our Compensation Program - Long-Term Incentives - Long-Term Grants to CEO”, Item 11 of our Annual Report on Form 10-K for Fiscal 2021 and “Compensation Discussion and Analysis - Our Compensation Program - Long-Term Incentives - Long-Term Grants to CEO” Item 11 of our Annual Report on Form 10-K for Fiscal 2023.

(2) Represents each NEO’s target number of RSUs granted pursuant to our LTIP program, and other non-LTIP related RSUs, which vest upon the schedules described above in “Compensation Discussion and Analysis - Elements of Our Compensation Program - Long Term Incentives.” These amounts illustrate the market value as of June 30, 2025, based upon the closing price for the Company’s Common Shares as traded on the NASDAQ on such date of $29.20.

amounts illustrate the market value as of June 30, 2024, based upon the closing price for the Company’s Common Shares as traded on the NASDAQ on such date of $30.04.

(3) Represents each NEO’s target number of PSUs granted pursuant to our LTIP program, which vest upon the schedules described above in “Compensation Discussion and Analysis - Elements of Our Compensation Program - Long Term Incentives.” These amounts illustrate the market value as of June 30, 2025, assuming target achievement, based upon the closing price for the Company’s Common Shares as traded on the NASDAQ on such date of $29.20.

Westlake joined the Company in March 2025.

In connection with his hire, Mr.

Westlake received stock options and a prorated LTIP grant.

The grants will be cancelled following Mr.

Westlake’s departure from the Company effective August 15, 2025.

Ranganathan ceased to be our Chief Financial Officer in March 2025, and forfeited all Options, PSUs and RSUs that were granted in Fiscal 2025.

Tab le of C ontents

As of June 30, 2025, options to purchase an aggregate of 12,306,554 Common Shares had been previously granted and are outstanding under our stock option plans, of which 5,321,170 Common Shares were vested.

Options to purchase an additional 4,780,548 Common Shares remain available for issuance pursuant to our stock option plans.

Our outstanding options pool represents 4.6% of the Common Shares issued and outstanding as of June 30, 2024.

Our outstanding stock options pool represents 4.8% of the Common Shares issued and outstanding as of June 30, 2025.

During Fiscal 2025, the Company granted options to purchase 2,620,150 Common Shares or 1.0% of the Common Shares issued and outstanding as of June 30, 2025.

9 unchanged sentences

Barrenechea — — 115,327 3,459,810

Madhu Ranganathan — $ — 10,983 $ 439,287

Chadwick Westlake — — — —

Todd Cione — — — —

1 unchanged sentence

Muhi Majzoub — — 15,569 467,070

Simon Harrison — $ — 8,839 $ 352,832

Madhu Ranganathan (4)

61,200 102,554 23,064 691,920

______________________

(1) Relates to the vesting of PSUs and RSUs under our LTIP program.

(2) The stock options exercised by Mr.

Barrenechea were set to expire in Fiscal 2024 and Fiscal 2025.

(3) Value realized on exercise” is the excess of the market price, at date of exercise, of the shares underlying the options over the exercise price of the options.

(4) Value realized on vesting” is the market price of the underlying Common Shares on the vesting date.

(2) “Value realized on exercise” is the excess of the market price, at date of exercise, of the shares underlying the options over the exercise price of the stock options.

(3) “Value realized on vesting” is the aggregate market price of the underlying Common Shares on the applicable vesting date.

Ranganathan ceased to be our Chief Financial Officer in March 2025.

Potential Payments Upon Termination or Change in Control

2 unchanged sentences

• If the NEO is terminated without cause;

• If there is a change in control in the ownership of the Company and subsequent to the change in control, there is a change in the relationship between the Company and the NEO.

• If there is a change in control in the ownership of the Company and subsequent to the change in control, there is a change in the employment relationship between the Company and the NEO.

When determining the amounts and the type of compensation and benefits to provide in the event of a termination or change in control described above, we considered available information with respect to amounts payable to similarly situated officers of our peer groups and the position held by the NEO within the Company.

1 unchanged sentence

Our employment agreements with our NEOs are similar in structure, terms and conditions, with the key exception of the amount of severance payments, which is determined by the position held by the NEO.

Details are set out below of each of their potential payments upon a termination by the Company without cause and upon a change in control event where there is a subsequent change in the relationship between the Company and the NEO.

Termination Without Cause

4 unchanged sentences

• The breach by the NEO of their fiduciary duty or duty of loyalty to the Company;

Tab le of C ontents

• The NEO’s intentional and unauthorized removal, use or disclosure of information relating to the Company, including customer information, which is injurious to the Company or its customers;

5 unchanged sentences

Change in Control

If there is a change in control of the Company and within one year of such change in control event, there is a change in the relationship between the Company and the NEO without the NEO’s written consent, we may be obligated to provide payments or benefits to the NEO, unless such a change is in connection with the termination of the NEO either for cause or due to the death or disability of the NEO.

If there is a change in control of the Company and within one year of such change in control event, there is a change in the employment relationship between the Company and the NEO without the NEO’s written consent, we may be obligated to provide payments or benefits to the NEO, unless such a change is in connection with the termination of the NEO either for cause or due to the death or disability of the NEO.

A change in control includes the following events:

3 unchanged sentences

• Any transaction in which a majority of the Board is replaced over a twelve-month period and such replacement of the Board was not approved by a majority of the Board still in office at the beginning of such period.

Examples of a change in the relationship between the NEO and the Company where payments or benefits may be triggered following a change in control event include:

Examples of a change in the employment relationship between the NEO and the Company where payments or benefits may be triggered following a change in control event include:

• A material diminution in the duties and responsibilities of the NEO, other than (a) a change arising solely out of the Company becoming part of a larger organization following the change in control event or any related change in the reporting hierarchy or (b) a reorganization of the Company resulting in similar changes to the duties and responsibilities of similarly situated executive officers;

2 unchanged sentences

• A reduction in the title or position of the NEO, other than (a) a change arising solely out of the Company becoming part of a larger organization following the change in control event or any related change in the reporting hierarchy or (b) a reorganization of the Company resulting in similar changes to the titles or positions of similarly situated executive officers.

None of our NEOs are entitled to the payments or benefits described below, or any other payments or benefits, solely upon a change in control where there is no change to the NEO’s relationship with the Company.

None of our NEOs are entitled to the payments or benefits described below, or any other payments or benefits, solely upon a change in control where there is no change to the NEO’s employment relationship with the Company.

Amounts Payable Upon Termination or Change in Control

Pursuant to our employment agreements with our NEOs and the terms of our LTIP, each NEO’s entitlement upon termination of employment without cause or following a change in the NEO’s relationship with the Company, both absent a change in control event and within twelve months of a change in control event, are set forth below.

For Fiscal 2025, PSU vesting acceleration provisions within 12 months of a change in control will be aligned with peer group practices to provide for that the number of PSUs earned is based on actual rTSR performance through the change in control date, as opposed to a pay out at target as was the case for Fiscal 2024.

PSU vesting acceleration provisions within 12 months of a change in control are aligned with peer group practices to provide for the number of PSUs earned to be based on actual rTSR performance through the change in control date.

Ranganathan ceased to be our Chief Financial Officer in March 2025 and therefore is not included in the tables below.

Tab le of C ontents

No Change in Control

3 unchanged sentences

Barrenechea Termination without cause or Change in relationship 24 months 24 months Prorated Vested 24 months (5)

Madhu Ranganathan Termination without cause or Change in relationship 12 months 12 months Prorated Vested 12 months

Todd Cione Termination without cause or Change in relationship 12 months 12 months Prorated Vested 12 months

1 unchanged sentence

Muhi Majzoub Termination without cause or Change in relationship 12 months 12 months Prorated Vested 12 months

Simon Harrison Termination without cause or Change in relationship 12 months 12 months Prorated Vested 12 months

Chadwick Westlake (6)

Termination without cause or Change in relationship — — — — —

______________________

2 unchanged sentences

If the termination date is before the commencement of the 19th month of the performance period, a prorated LTIP will not be paid.

(3) Already vested as of termination date with no acceleration of unvested options.

For a period of 90 days following the termination date, the NEO has the right to exercise all options which have vested as of the date of termination.

(4) Employee and medical benefits provided to each NEO immediately prior to the occurrence of the trigger event.

(3) Already vested as of termination date with no acceleration of unvested stock options.

For a period of 90 days following the termination date, the NEO has the right to exercise all stock options which have vested as of the date of termination.

(4) Employee and medical benefits provided to each NEO immediately prior to the occurrence of the trigger event for the specified period.

(5) In accordance with the terms of his employment agreement, as amended, Mr.

4 unchanged sentences

Barrenechea would be responsible for that increase.

Westlake will receive no severance as he voluntarily resigned effective August 15, 2025.

As a result, amounts payable upon termination (no change in control) is not applicable.

However, had he not submitted his voluntary resignation, the following terms would have applied as of June 30, 2025:

short term incentives:

and employee and medical benefits:

Within 12 Months of a Change in Control

3 unchanged sentences

Barrenechea Termination without cause or Change in relationship 24 months 24 months 100% Vested 100% Vested 24 months (4)

Madhu Ranganathan Termination without cause or Change in relationship 24 months 24 months 100% Vested 100% Vested 24 months

Todd Cione Termination without cause or Change in relationship 12 months 12 months 100% Vested 100% Vested 12 months

1 unchanged sentence

Muhi Majzoub Termination without cause or Change in relationship 24 months 24 months 100% Vested 100% Vested 24 months

Simon Harrison Termination without cause or Change in relationship 12 months 12 months 100% Vested 100% Vested 12 months

Chadwick Westlake (5)

Termination without cause or Change in relationship — — — — —

______________________

(1) Assuming 100% achievement of the expected targets for the fiscal year in which the triggering event occurred.

(2) For a period of 90 days following the termination date, the NEO has the right to exercise all options which are deemed to have vested as of the date of termination.

(2) For a period of 90 days following the termination date, the NEO has the right to exercise all stock options which are deemed to have vested as of the date of termination.

(3) Employee and medical benefits provided to each NEO immediately prior to the occurrence of the trigger event.

1 unchanged sentence

Barrenechea is entitled to participate until the age of 70 in healthcare benefits substantially similar to what he currently receives as Vice Chair, CEO and CTO of the Company.

benefits will be provided at the cost of the Company, provided that Mr.

These benefits will be provided at the cost of the Company, provided that Mr.

Barrenechea continues to be responsible for funding an amount that is equal to his employee contribution as Vice Chair, CEO and CTO, unless he becomes employed elsewhere, at which point this benefit will terminate.

1 unchanged sentence

Barrenechea would be responsible for that increase.

Tab le of C ontents

Westlake will receive no severance as he voluntarily resigned effective August 15, 2025.

As a result, amounts payable within 12 months of a change in control is not applicable.

However, had he not submitted his voluntary resignation, the following terms would have applied as of June 30, 2025:

short term incentives:

and employee and medical benefits:

In addition to the information identified above, each NEO is entitled to all accrued payments up to the date of termination, including all earned but unpaid short-term incentive amounts and earned but unsettled LTIP.

3 unchanged sentences

Barrenechea no later than two and a half months after the end of the later of the fiscal year or calendar year in which the payments are no longer subject to a substantial risk of forfeiture .

In return for receiving the payments and the benefits described above, each NEO must comply with certain obligations in favor of the Company, including a non-disparagement obligation.

In return for receiving the payments and the benefits described above, each NEO must comply with certain obligations in favour of the Company, including a non-disparagement obligation.

Also, each NEO is bound by a confidentiality and non-solicitation agreement where the non-solicitation obligation lasts six months from the date of termination of their employment.

Any breach by an NEO of any provision of his/her contractual agreements may only be waived upon the review and approval of the Board.

Any breach by an NEO of any provision of his/her contractual agreements may only be waived by the Company upon the review and approval of the Board.

Quantitative Estimates of Payments upon Termination or Change in Control

1 unchanged sentence

This table sets forth the estimated amount of payments and other benefits each NEO would be entitled to receive upon the occurrence of the indicated event, assuming that the event occurred on June 30, 2025.

Amounts (i) potentially payable under plans which are generally available to all salaried employees, such as life and disability insurance, and (ii) earned but unpaid, in both cases, are excluded from the table.

Amounts (i) potentially payable under plans which are generally available to all of our salaried employees, such as life and disability insurance, and (ii) earned but unpaid, in both cases, are excluded from the table.

The values related to vesting of stock options and awards are based upon the fair market value of our Common Shares of $29.20 per share as reported on the NASDAQ on June 30, 2025, the last trading day of our fiscal year.

3 unchanged sentences

Actual payments made at any future date may vary, including the amount the NEO would have accrued under the applicable benefit or compensation plan as well as the price of our Common Shares.

Ranganathan ceased to be our Chief Financial Officer in March 2025 and therefore is not included in the tables below.

See footnote (10) of the Summary Compensation Table under Section VII - Other Elements of Our Compensation Program for more information on the amounts Ms.

Ranganathan will receive pursuant to her employment agreement.

Named Executive Officer Salary

3 unchanged sentences

Termination Without Cause / Change in Relationship, within 12 months following a Change in Control 1,900,000 2,850,000 19,093,790 307,629 73,625 24,225,044

Madhu Ranganathan Termination Without Cause / Change in Relationship with no Change in Control $ 775,000 $ 775,000 $ 2,163,266 $ — $ 10,000 $ 3,723,266

Termination Without Cause / Change in Relationship, within 12 months following a Change in Control $ 1,550,000 $ 1,550,000 $ 4,090,637 $ 581,400 $ 20,000 $ 7,792,037

Todd Cione Termination Without Cause / Change in Relationship with no Change in Control 675,000 675,000 2,202,554 — — 3,552,554

Termination Without Cause / Change in Relationship, within 12 months following a Change in Control 675,000 675,000 5,540,277 107,672 — 6,997,949

Tab le of C ontents

Paul Duggan Termination Without Cause / Change in Relationship with no Change in Control 675,000 675,000 1,666,007 — 26,468 3,042,475

2 unchanged sentences

Termination Without Cause / Change in Relationship, within 12 months following a Change in Control 1,250,000 1,250,000 3,805,930 345,461 46,615 6,698,006

Simon Harrison Termination Without Cause / Change in Relationship with no Change in Control $ 650,000 $ 650,000 $ 1,631,139 $ — $ 94,751 $ 3,025,890

Chadwick Westlake (2)

Termination Without Cause / Change in Relationship with no Change in Control — — — — — —

Termination Without Cause / Change in Relationship, within 12 months following a Change in Control — — — — — —

6 unchanged sentences

Barrenechea would be responsible for that increase.

Westlake will receive no severance as he voluntarily resigned effective August 15, 2025.

As a result, amounts payable upon a termination or change in control are not applicable.

However, had he not submitted his voluntary resignation, the following amounts would have been applied as of June 30, 2025:

(a) Termination Without Cause / Change in Relationship with no Change in Control:

short-term incentive payment:

gain on vesting of LTIP and non-LTIP RSUs:

gain on vesting of stock options:

employee benefits:

and (b) Termination Without Cause / Change in Relationship, within 12 months following a Change in Control:

short-term incentive payment:

gain on vesting of LTIP and Non-LTIP RSUs:

gain on vesting of stock options:

employee benefits:

Insider Trading Policy

All our employees, officers and directors, including our NEOs, are required to comply with our Insider Trading Policy.

Our Insider Trading Policy prohibits the purchase, sale or trade of our securities with the knowledge of material inside information.

All grants of long-term incentive awards are subject to our Insider Trading Policy and as a result, may not be granted during the “blackout” period beginning on the fifteenth day of the last month of each quarter and ending at the beginning of the second trading day following the date on which the Company’s quarterly or annual financial results, as applicable, have been publicly released.

If the Board approves the issuance of any awards during the blackout period, these awards will not be granted until the blackout period is over.

Further, we do not grant awards in anticipation of the release of material nonpublic information or time the release of material nonpublic information for the purpose of affecting the value of such grants.

Tab le of C ontents

Clawback Policy

In accordance with SEC rules and NASDAQ listing standards and in line with market practice, we adopted a clawback policy (Clawback Policy) which mandates the recovery of certain erroneously paid incentive-based compensation received by our executive officers on or after October 2, 2023, if we have a qualifying financial restatement during the three completed fiscal years immediately preceding the fiscal year in which a financial restatement determination is made, subject to limited exceptions in accordance with SEC rules.

Recovery is required regardless of whether the executive officer was involved in the preparation of the relevant financial statements.

During Fiscal 2025, the Company did not have any qualifying financial restatement that required recovery of erroneously awarded compensation pursuant to the Clawback Policy.

Share Ownership Guidelines

Our required equity ownership levels are as follows:

CEO 6x base salary

Other senior management 2x base salary

Non-management director 5x annual retainer

• voting power which includes the power to vote, or to direct the voting of, such security;

• investment power which includes the power to dispose, or to direct the disposition of, such security.

The result is that only Common Shares – not unvested equity-based compensation – and, for non-management directors, deferred share units (DSUs), are eligible forms of equity for purposes of Share Ownership Guideline fulfillment.

Also, Common Shares are valued at the greater of their book value (i.e., purchase price) or the current market value.

As a result of the changes to the ownership guidelines for such individuals will have until 2030 to achieve the new share ownership requirements.

The Board recommends that senior management retain their ownership levels for as long as they remain members of the executive leadership team.

We believe that the Share Ownership Guidelines help align the financial interests of our senior management team and directors with the financial interests of our shareholders.

Named Executive Officers

NEOs may achieve the Share Ownership Guidelines through the exercise of stock option awards for Common Shares, Common Shares received as a result of vested RSUs or PSUs, purchases under the ESPP, through open market purchases made in compliance with applicable securities laws or through any equity plan(s) we may adopt from time to time providing for the acquisition of Common Shares.

Common Shares issuable pursuant to the unexercised options are not counted towards meeting the equity ownership target.

All NEOs are in compliance with the Share Ownership Guidelines applicable to them for Fiscal 2025.

Regarding non-management directors, both Common Shares and deferred stock units (DSUs) are counted towards the achievement of the Share Ownership Guidelines.

As of the date of the Circular, all non-management directors, as applicable to them, are in

Tab le of C ontents

compliance with the Share Ownership Guidelines.

For further details, see the table below titled “Director Compensation for Fiscal 2025.”

Director Compensation for Fiscal 2025

11 unchanged sentences

$ 75,000 $ 334,378 $ 409,378

Gail Hamilton (7)

$ 3,750 $ 83,527 $ 87,277

3 unchanged sentences

$ 86,250 $ 261,527 $ 347,777

Kristen Ludgate (10)

Ann Powell (11)

$ 8,750 $ 17,766 $ 26,516

Fletcher Previn (12)

$ — $ 285,722 $ 285,722

Annette Rippert (13)

$ — $ 428,043 $ 428,043

$ — $ 480,921 $ 6,537 (18) $ 487,458

Michael Slaunwhite (15)

9 unchanged sentences

In Fiscal 2025, Messrs.

Jenkins and Fowlie, and Mses.

Hamilton and Weinstein elected to receive cash for all or a portion of their annual equity grant.

Jenkins and Mses.

Weinstein elected to receive cash for all of their annual equity grant.

(2) Non-management directors may elect to defer all or a portion of their retainer and/or fees in the form of DSUs under our DSU Plan based on the value of the Company’s shares as of the date fees would otherwise be paid.

2 unchanged sentences

No DSUs are payable by the Company until the director ceases to be a member of the Board.

(3) The amounts set forth in this column represents the amount recognized as the aggregate grant date fair value of equity-based compensation awards, inclusive of DSU dividend equivalents, as calculated in accordance with ASC Topic 718.

(3) The amounts set forth in this column represent the amount recognized as the aggregate grant date fair value of equity-based compensation awards, inclusive of DSU dividend equivalents, as calculated in accordance with ASC Topic 718.

These amounts do not reflect whether the recipient has actually realized a financial benefit from the awards.

For a discussion of the assumptions used in this valuation, see Note 13 “Share Capital, Option Plans and Share-based Payments” to our Consolidated Financial Statements in this Annual Report on Form 10-K.

For a discussion of the assumptions used in this valuation, see Note 13 “Equity and Share-based Compensation” to our Consolidated Financial Statements in this Annual Report on Form 10-K.

In Fiscal 2025, Messrs.

Jenkins, Fowlie, Fraser, Hau, Hyder, Sadler and Slaunwhite and Mses.

Hamilton, Powell, Stevenson and Weinstein received 4,259, 8,748, 8,141, 7,002, 5,156 , 12,040, 13,163, 2,882, 6,864, 12,723, and 6,926 DSUs, respectively.

Jenkins, Fowlie, Fraser, Hau, Hyder, Previn, Sadler and Slaunwhite and Mses.

Hamilton, Powell, Rippert, Stevenson and Weinstein received 5,768, 12,881, 10,494, 8,824, 7,999, 9,786, 15,313, 4,650, 2,915, 620, 13,292, 16,307, and 9,479 DSUs, respectively.

(4) As of June 30, 2025, Mr.

5 unchanged sentences

Fraser holds 54,338 DSUs.

(7) As of June 30, 2024, Ms.

Hamilton holds 105,155 DSUs.

Hamilton retired from the Board effective September 12, 2024, being the date of our annual general meeting.

The amounts shown (i) reflect the pro rata amounts she received through her retirement date and (ii) include dividend equivalent amounts paid on DSUs held following retirement from the Board but prior to settlement of such DSUs.

(8) As of June 30, 2025, Mr.

2 unchanged sentences

Hyder holds 13,155 DSUs.

Ludgate joined the Board on June 26, 2025.

As of June 30, 2025, Ms.

Powell holds 22,366 DSUs.

Ludgate holds no DSUs.

Powell retired from the Board effective September 12, 2024, being the date of our annual general meeting.

(12) As of June 30, 2025, Mr.

Sadler holds 137,249 DSUs.

Previn holds 9,786 DSUs.

Tab le of C ontents

(13) As of June 30, 2025, Ms.

Rippert holds 13,292 DSUs.

(14) As of June 30, 2025, Mr.

Slaunwhite holds 161,124 DSUs.

Sadler holds 152,562 DSUs.

Slaunwhite retired from the Board effective September 12, 2024, being the date of our annual general meeting.

The amounts shown (i) reflect the pro rata amounts he received through his retirement date and (ii) include dividend equivalent amounts paid on DSUs held following retirement from the Board but prior to settlement of such DSUs.

(16) As of June 30, 2025, Ms.

7 unchanged sentences

From time to time, the Corporate Governance and Nominating Committee reviews the amount and form of compensation paid to directors, having regard to the workload and responsibilities involved in being an effective director, and benchmarked against director compensation for comparable companies.

The committee’s review may be conducted with the assistance of outside consultants.

Directors who are salaried officers or employees receive no compensation

for serving as directors.

The Corporate Governance and Nominating Committee’s review may be conducted with the assistance of outside consultants.

Directors who are salaried officers or employees receive no compensation for serving as directors.

Barrenechea was the only employee director in Fiscal 2025.

6 unchanged sentences

Annual Audit Committee Chair retainer fee payable to the Chair of the Audit Committee $10,000 per year payable at $2,500 at the beginning of each quarterly period.

Annual Compensation Committee retainer fee payable to each member of the Compensation Committee $15,000 per year payable at $3,750 at the beginning of each quarterly period.

Annual Compensation Committee Chair retainer fee payable to the Chair of the Compensation Committee $10,000 per year payable at $2,500 at the beginning of each quarterly period.

Annual Talent and Compensation Committee retainer fee payable to each member of the Talent and Compensation Committee

$15,000 per year payable at $3,750 at the beginning of each quarterly period.

Annual Talent and Compensation Committee Chair retainer fee payable to the Chair of the Talent and Compensation Committee

$10,000 per year payable at $2,500 at the beginning of each quarterly period.

Annual Corporate Governance & Nominating Committee retainer fee payable to each member of the Corporate Governance & Nominating Committee $10,000 per year payable at $2,500 at the beginning of each quarterly period.

4 unchanged sentences

however, historically, the amount of this grant has been determined and updated on a periodic basis with the assistance of the Talent and Compensation Committee and the compensation consultant and benchmarked against director compensation for comparable companies.

For Fiscal 2024, the annual equity grant was approximately $250,000 for each non-management director and approximately $320,000 for the Chair of the Board.

For Fiscal 2025, the annual equity grant was $250,000 for each non-management director and $320,000 for the Chair of the Board.

Tab le of C ontents

Non-management directors may elect to receive DSUs or cash for their directors’ fees and/or annual equity grant.

3 unchanged sentences

No DSUs are payable by the Company until the director ceases to be a member of the Board.

As with its employees, the Company believes that granting compensation to directors in the form of equity, such as DSUs, promotes a greater alignment of long-term interests between directors of the Company and the shareholders of the Company and since Fiscal 2013 the Company has taken the position that non-management directors will receive DSUs instead of stock options where granting of equity awards is appropriate.

For further details of our Share Ownership Guidelines as they relate to directors, see “Share Ownership Guidelines” above.

Compensation Committee Interlocks and Insider Participation

The members of our Compensation Committee consist of Mses.

Powell (Chair) and Hamilton and Messrs.

Fraser and Slaunwhite.

None of the members of the Compensation Committee have been or are an officer or employee of the Company, or any of our subsidiaries, or had any relationship requiring disclosure herein.

None of our executive officers served as a member of the compensation committee of another entity (or other committee of the board of directors performing equivalent functions,

or in the absence of any such committee, the entire board of directors) one of whose executive officers served as a director of ours.

Talent and Compensation Committee Interlocks and Insider Participation

The members of our Talent and Compensation Committee consist of Ms.

Rippert and Messrs.

Hyder and Fraser.

None of the members of the Talent and Compensation Committee have been or are an officer or employee of the Company, or any of our subsidiaries, or had any relationship requiring disclosure herein.

None of our executive officers served as a member of the compensation committee of another entity (or other committee of the Board of Directors performing equivalent functions, or in the absence of any such committee, the entire Board of Directors) one of whose executive officers served as a director of ours.

Board’s Role in Risk Oversight

5 unchanged sentences

On a quarterly basis, the Audit Committee also reviews reports provided by management on the risks inherent in the business of the Company, including those related to cybersecurity programs and risks, and disaster recovery plans, and reports to the Board with respect to risk oversight undertaken.

The Compensation Committee oversees risks which may be associated with our compensation policies, practices and programs, in particular with respect to our executive officers.

The Compensation Committee assesses such risks with the review and assistance of the Company’s management and the Compensation Committee’s external compensation consultants.

The Talent and Compensation Committee oversees risks which may be associated with our compensation policies, practices and programs, in particular with respect to our executive officers.

The Talent and Compensation Committee assesses such risks with the review and assistance of the Company’s management and the Talent and Compensation Committee’s external compensation consultants.

The Corporate Governance and Nominating Committee monitors risk and potential risks with respect to the effectiveness of the Board, and considers aspects such as director succession, Board composition and the principal policies that guide the Company’s overall corporate governance.

The members of each of the Audit Committee, Compensation Committee, and the Corporate Governance and Nominating Committee are all “independent” directors within the meaning ascribed to it in Multilateral Instrument 52-110- Audit Committees as well as the listing standards of NASDAQ, and, in the case of the Audit Committee, the additional independence requirements set out by the SEC.

The members of each of the Audit Committee, the Talent and Compensation Committee, and the Corporate Governance and Nominating Committee are all “independent” directors within the meaning ascribed to it in Multilateral Instrument 52-110- Audit Committees as well as the listing standards of the NASDAQ, and, in the case of the Audit Committee, the additional independence requirements set out by the SEC.

All of our directors are kept informed of our business through open discussions with our management team, including our CEO, who serves on our Board.

4 unchanged sentences

Except as otherwise indicated, we believe that the beneficial owners of the Common Shares listed below have sole investment and voting power with respect to such Common Shares, subject to community property laws where applicable.

Tab le of C ontents

The number and percentage of shares beneficially owned as exhibited in Item 12 is based on filings made in accordance with the rules of the SEC and is not necessarily indicative of beneficial ownership for any other purpose.

6 unchanged sentences

Shares Outstanding (1)

BlackRock, Inc.

50 Hudson Yards, New York NY 10001

16,705,085 6.24%

Jarislowsky, Fraser Ltd.

4 unchanged sentences

Barrenechea (4)

Michael Slaunwhite (6)

Madhu Ranganathan (7)

Muhi Majzoub (5)

Randy Fowlie (7)

Simon Harrison (11)

Deborah Weinstein (12)

Stevenson (13)

Paul Duggan (8)

Hamilton (15)

Stevenson (9)

Deborah Weinstein (10)

Todd Cione (11)

David Fraser (12)

Robert Hau (13)

Annette Rippert (14)

Goldy Hyder (15)

Todd Cione (20)

Fletcher Previn (16)

Chadwick Westlake (17)

Kristen Ludgate (18)

All executive officers and directors as a group (19)

3 unchanged sentences

(1) The percentage of Common Shares outstanding is calculated using the total shares outstanding as of June 30, 2025.

(2) Information based on Schedule 13G/A filed on February 12, 2024 filed by BlackRock, Inc.

with the SEC.

(3) Information based on Schedule 13G filed on February 12, 2024 filed by Jarislowsky, Fraser Limited with the SEC.

(2) Information based on Schedule 13G/A filed on April 15, 2025 by Jarislowsky, Fraser Limited with the SEC.

(3) Includes 3,288,804 Common Shares owned and 161,189 deferred share units (DSUs) which are exercisable.

(4) Includes 1,219,092 Common Shares owned, 1,353,978 options which are exercisable and 317,246 options which will become exercisable within 60 days of June 30, 2025.

(6) Includes 408,385 Common Shares owned and 154,831 DSUs which are exercisable.

(5) Includes 114,491 Common Shares owned, 375,192 options which are exercisable and 75,080 options which will become exercisable within 60 days of June 30, 2025.

(6) Includes 347,500 Common Shares owned and 144,972 DSUs which are exercisable.

(9) Includes 105,418 Common Shares owned, 288,190 options which are exercisable and 62,762 options which will become exercisable within 60 days of June 30, 2024.

(7) Includes 194,500 Common Shares owned and 141,992 DSUs which are exercisable.

1 unchanged sentence

(9) Includes 25,630 Common Shares owned and 147,934 DSUs which are exercisable.

(13) Includes 25,630 Common Shares owned and 132,924 DSUs which are exercisable.

(14) Includes 10,503 Common Shares owned, 99,001 options which are exercisable and 35,518 options which will become exercisable within 60 days of June 30, 2024.

(15) Includes 10 Common Shares owned and 105,155 DSUs which are exercisable.

(10) Includes 158,345 DSUs which are exercisable.

(11) Includes 103,638 options which are exercisable and 37,913 options which will become exercisable within 60 days of June 30, 2025.

(12) Includes 253 Common Shares owned and 46,748 DSUs which are exercisable.

2 unchanged sentences

(15) Includes 5,565 DSUs which are exercisable.

Cione joined the Company in April 2024, and therefore has no vested shares as of June 30, 2024.

Rippert was appointed to the Board in July 2024.

(16) Includes 2,577 DSUs which are exercisable.

(17) Includes 213 Common Shares owned.

Ludgate joined the Board in June 2025 and therefore has no vested shares as of June 30, 2025.

(19) Includes 5,252,130 Common Shares owned, 2,659,401 options which are exercisable, 651,561 options which will become exercisable within 60 days of June 30, 2025, and 843,631 DSUs which are exercisable.

Tab le of C ontents

Securities Authorized for Issuance under Equity Compensation Plans

22 unchanged sentences

Total 19,095,363 4,780,548

For more information regarding stock compensation plans, refer to Note 13 “Share Capital, Option Plans and Share-based Payments” to our Consolidated Financial Statements within this Annual Report on Form 10-K.

For more information regarding stock compensation plans, refer to Note 13 “Equity and Share-based Compensation” to our Consolidated Financial Statements within this Annual Report on Form 10-K.

Certain Relationships and Related Transactions, and Director Independence

Related Transactions Policy and Director Independence

We have adopted a written policy that all transactional agreements between us and our officers, directors and affiliates will be first approved by a majority of the independent directors.

We have adopted a written policy that all transactional agreements between us and related parties be first approved by a majority of the independent directors.

Once these agreements are approved, payments made pursuant to the agreements are approved by the members of our Audit Committee.

A related party includes any officer, director, affiliates or beneficial owner of more than 5% of any class of voting equity securities.

Our procedure regarding the approval of any related party transaction is that the material facts of such transaction shall be reviewed by the independent members of our Audit Committee and the transaction approved by a majority of the independent members of our Audit Committee.

1 unchanged sentence

In determining whether to approve a related party transaction, the Audit Committee generally takes into account, among other facts it deems appropriate:

whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances;

whether the transaction is on terms no less favourable than terms generally available to an unaffiliated third-party under the same or similar circumstances;

the extent and nature of the related person’s interest in the transaction;

2 unchanged sentences

and if applicable, the availability of other sources of comparable services or products.

Other than as discussed below and the compensation arrangements disclosed under Part II, Item 11, “Executive Compensation — Compensation Discussion and Analysis” in this Annual Report on Form 10-K, there have not been any transactions to which we are a party, nor are there any proposed transactions to which we would be a party, with related parties for which we are required to disclose pursuant to the rules of the SEC and the Canadian Securities Administrators.

The Board has determined that all directors, except Messrs.

2 unchanged sentences

See “Transactions with Related Persons” below with respect to payments made to Mr.

Each of the members of our Compensation Committee, Audit Committee and Corporate Governance and Nominating Committee is an independent director.

Each of the members of our Talent and Compensation Committee, Audit Committee and Corporate Governance and Nominating Committee is an independent director.

Transactions With Related Persons

5 unchanged sentences

In addition, he is eligible to receive a bonus fee equivalent to 1.0% of the acquired company’s revenues, up to CAD $10.0 million in revenue, plus an additional amount of 0.5% of the acquired company’s revenues above CAD $10.0 million.

The total bonus fee payable, for any given fiscal year, is subject to an annual limit of CAD $450,000 per single acquisition and an aggregate annual limit of CAD $980,000.

The total bonus fee payable, for any given fiscal year, is subject to an annual limit of CAD $450,000 per single acquisition and an aggregate annual limit of

Tab le of C ontents

CAD $980,000.

The acquired company’s revenues, for this purpose, is equal to the acquired company’s revenues for the 12 months prior to the date of acquisition.

17 unchanged sentences

The Audit Committee has determined that the provision of the services set out below is compatible with the maintaining of KPMG LLP’s independence in the conduct of its auditing functions.

No services in 2024 were provided by KPMG for which the foregoing pre-approval procedures were waived pursuant to Rule 2-01(c)(7)(i)(C) of Regulation S-X.

Audit services representing approximately $0.1 million in 2023 were provided by KPMG for which the foregoing pre-approval procedures were waived pursuant to Rule 2-01(c)(7)(i)(C) of Regulation S-X.

No services in 2025 and 2024 were provided by KPMG for which the foregoing pre-approval procedures were waived pursuant to Rule 2-01(c)(7)(i)(C) of Regulation S-X.

Principal Accountant Services and Fees

11 unchanged sentences

(3) Audit-related fees (excluding the services performed in Fiscal 2024 related to the divestiture of the AMC business) were primarily for assurance and related services, such as IT assurance engagements and accounting research services.

(4) Tax fees were for services related to tax compliance, including the preparation of tax returns, tax planning and tax advice.

(4) Tax fees are for services related to tax compliance, including the preparation of tax returns, tax planning and tax advice.

(5) All other fees consist of fees for services other than the services reported in audit fees, audit-related fees, and tax fees.

Tab le of C ontents

Exhibits and Financial Statement Schedules

18 unchanged sentences

Number Description Report or Registration Statement Exhibit Reference

Agreement and Plan of Merger, dated November 10, 2019, by and among Open Text Corporation, Coral Merger Sub Inc.

and Carbonite, Inc .

Company’s Form 8-K, filed November 12, 2019 Exhibit 2.1

Rule 2.7 Announcement, dated August 25, 2022.

16 unchanged sentences

Company’s Form 10-K, filed September 13, 2004 Exhibit 3.12

Tab le of C ontents

Articles of Amalgamation of the Company, dated July 1, 2005.

13 unchanged sentences

Trustee, and BNY Trust Company of Canada, as Canadian trustee.

Company’s Form 10-K, filed August 1, 2024

Indenture, dated as of February 18, 2020, between Open Text Holdings, Inc.

4 unchanged sentences

Trustee, and BNY Trust Company of Canada, as Canadian trustee.

Company’s Form 10-K, filed August 1, 2024

Indenture governing the Company’s 3.875% Senior Notes due 2029, dated as of November 24, 2021, among the Company, the subsidiary guarantors party thereto, The Bank of New York Mellon, as U.S.

3 unchanged sentences

Trustee, and BNY Trust Company of Canada, as Canadian trustee.

Company’s Form 10-K, filed August 1, 2024

Indenture governing OTHI’s 4.125% Senior Notes due 2031, dated as of November 24, 2021, among OTHI, the Company, the subsidiary guarantors party thereto, The Bank of New York Mellon, as U.S.

3 unchanged sentences

Trustee, and BNY Trust Company of Canada, as Canadian trustee.

Company’s Form 10-K, filed August 1, 2024

Amended and Restated Shareholder Rights Plan Agreement between Open Text Corporation and Computershare Investor Services, Inc.

2 unchanged sentences

Form of Common Share Certificate.

Company’s Form 10-Q, filed November 3, 2022

Company’s Form 10-Q, filed November 3, 2022 Exhibit 4.1

Indenture governing the Company’s 6.90% senior secured notes due 2027, dated as of December 1, 2022, among the Company, the subsidiary guarantors party thereto, The Bank of New York Mellon, as U.S.

3 unchanged sentences

Trustee, and BNY Trust Company of Canada, as Canadian trustee.

Company’s Form 10-K, filed August 1, 2024

10.1* 1998 Stock Option Plan.

13 unchanged sentences

Company’s Form 10-Q filed November 1, 2012 Exhibit 10.3

Tab le of C ontents

Amendment No.

43 unchanged sentences

Company’s Form 8-K filed May 30, 2018 Exhibit 10.2

Employment Agreement, dated October 1, 2017, between Simon (Ted) Harrison and the Company.

Company’s Form 10-K filed August 2, 2018 Exhibit 10.31

Fourth Amended and Restated Credit Agreement dated as of October 31, 2019, by and among Open Text ULC, Open Text Holdings, Inc.

10 unchanged sentences

Company’s Registration Statement on Form S-8 filed September 30, 2020 Exhibit 4.2

Bridge Loan Agreement, dated August 25, 2022, by and between the Company, the guarantors party thereto, Barclays Bank PLC, as administrative agent, and certain financial institution parties thereto.

Company’s Form 8-K, filed August 25, 2022 Exhibit 10.3

Co-operation Agreement, dated August 25, 2022, by and between the Company, Bidco and Micro Focus International plc.

8 unchanged sentences

Exhibit 10.31

Tab le of C ontents

Amendment No.

2 unchanged sentences

Company’s Form 10-K, filed August 3, 2023 Exhibit 10.32

S econd Amendment to Credit Agreement, date d August 14, 2023, by and among the Compan y, the guarantors party thereto, Barclays Bank PLC, as administrative age nt and collateral agent, and certain financial institution parties thereto.

Second Amendment to Credit Agreement, dated August 14, 2023, by and among the Company, the guarantors party thereto, Barclays Bank PLC, as administrative agent and collateral agent, and certain financial institution parties thereto.

Company’s Form 8-K, filed August 14, 2023

P urchase Agreement, dated November 28, 2023, by and among the Company as sell er, Rocket Software, Inc., as buyer, and Rocke t So ftware UK Limited.

Purchase Agreement, dated November 28, 2023, by and among the Company as seller, Rocket Software, Inc., as buyer, and Rocket Software UK Limited.

Company’s Form 8-K/A, filed December 1, 2023

4 unchanged sentences

Company’s Form 8-K, filed May 15, 2024

E mployment Agreement, dated January 12, 2024 between Todd Cione and the Compa ny.

O pen Text Corporation Insider Trading Policy .

Employment Agreement, dated January 12, 2024 between Todd Cione and the Company.

Company’s Form 10-K, filed August 1, 2024

Exhibit 10.36

Employment Agreement, dated March 5, 2025, between Chadwick Westlake and the Company.

Company’s Form 8-K, filed February 26, 2025 Exhibit 10.1

Open Text Corporation Insider Trading Policy.

Company’s Form 10-K, filed August 1, 2024

List of the Company’s Subsidiaries.

5 unchanged sentences

Open Text Corporation Clawback Policy .

Company’s Form 10-K, filed August 1, 2024

101.INS+ XBRL instance document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

5 unchanged sentences

Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

Tab le of C ontents

Report of Independent Registered Public Accounting Firm

4 unchanged sentences

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of June 30, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated July 31, 2024 , expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of June 30, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated August 6, 2025 , expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

14 unchanged sentences

Evaluation of the determination of standalone selling prices of revenue performance obligations for customer contracts with a software license

As discussed in Note 2 and Note 3 to the consolidated financial statements, the Company generally sells or licenses its software in combination with other products and services such as customer support and professional services.

As discussed in Note 2 and Note 3 to the consolidated financial statements, the Company generally sells or licenses its software in combination with customer support.

The accounting for customer contracts with a software license requires an allocation of the transaction price to each distinct performance obligation based on the determination of the standalone selling price (SSP).

1 unchanged sentence

This estimate determines the allocation of the transaction price and affects the amount and timing of revenue recognized for each performance obligation in a customer contract.

SSP is estimated based on the impact of geographic or regional specific factors, profit objectives and pricing practices for different performance obligations.

We identified the evaluation of the determination of the SSP of revenue performance obligations for customer contracts with a software license as a critical audit matter.

A higher degree of auditor judgment was required to evaluate the approach and the significant assumptions, including the basis for stratification, used to establish SSP for each performance obligation which could be offered in a customer contract.

The primary procedures we performed to address this critical audit matter included the following.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s revenue process, including controls over the approach and the significant assumptions used to determine SSP for identified performance obligations in customer contracts which include a software license.

We evaluated the approach used to determine SSP based on current pricing patterns in

relevant customer contracts, historical analysis of renewal contract pricing completed by the Company and pricing practices observed in the industry.

We inspected a selection of contracts from the SSP population and compared attributes such as price and employee consultant level to historical information.

We evaluated the approach used to determine SSP based on current pricing patterns in relevant customer contracts, historical analysis of renewal contract pricing completed by the Company and pricing practices

Tab le of C ontents

observed in the industry.

We inspected a selection of contracts from the SSP population and compared attributes such as price to historical information.

Assessment of uncertain tax positions

3 unchanged sentences

Accordingly, the ultimate outcome with respect to taxes the Company may owe may differ from the amounts recognized.

We identified the assessment of uncertain tax positions as a critical audit matter.

The assessment of tax exposures and the ultimate resolution of uncertain tax positions requires a higher degree of auditor judgment in evaluating the Company’s interpretation of, and compliance with, tax law globally across multiple jurisdictions.

We identified the assessment of uncertain tax positions and the ultimate resolution of uncertain tax positions as an area of auditor judgment in evaluating the Company’s interpretation of, and compliance with, tax law globally across multiple jurisdictions.

The primary procedures we performed to address this critical audit matter included the following.

4 unchanged sentences

Toronto, Canada

July 31, 2024

August 6, 2025

Tab le of C ontents

Report of Independent Registered Public Accounting Firm

3 unchanged sentences

In our opinion, Open Text Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of June 30, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of June 30, 2024 and 2023, the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended June 30, 2024, and the related notes, and our report dated July 31, 2024 expressed an unqualified opinion on those consolidated financial statements.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of June 30, 2025 and 2024, the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended June 30, 2025, and the related notes, and our report dated August 6, 2025 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

17 unchanged sentences

Toronto, Canada

July 31, 2024

August 6, 2025

Tab le of C ontents

OPEN TEXT CORPORATION

4 unchanged sentences

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

Accounts receivable trade, net of allowance for credit losses of $ 12,108 as of June 30, 2024

and $ 13,828 as of June 30, 2023 (Note 4)

Accounts receivable trade, net of allowance for credit losses of $ 14,258 as of June 30, 2025 and $ 12,108 as of June 30, 2024 (Note 4)

659,675 626,189

54 unchanged sentences

Share capital and additional paid-in capital (Note 13)

267,800,517 and 270,902,571 Common Shares issued and outstanding at June 30, 2024 and

June 30, 2023, respectively;

254,784,391 and 267,800,517 Common Shares issued and outstanding at June 30, 2025 and June 30, 2024, respectively;

authorized Common Shares:

13 unchanged sentences

See accompanying Notes to Consolidated Financial Statements.

Tab le of C ontents

OPEN TEXT CORPORATION

1 unchanged sentence

(In thousands of U.S.

dollars, except share and per share data)

dollars and shares, except per share data)

Year Ended June 30,

27 unchanged sentences

892,689 887,085 516,292

Other income, net (Note 23)

Other income (expense), net (Note 23)

( 82,787 ) 358,391 34,469

13 unchanged sentences

$ 1.65 $ 1.71 $ 0.56

Weighted average number of Common Shares outstanding—basic (in ‘000’s) 271,548 270,299 271,271

Weighted average number of Common Shares outstanding—diluted (in ‘000’s) 272,588 270,451 271,909

Weighted average number of Common Shares outstanding—basic 263,274 271,548 270,299

Weighted average number of Common Shares outstanding—diluted 263,650 272,588 270,451

See accompanying Notes to Consolidated Financial Statements.

Tab le of C ontents

OPEN TEXT CORPORATION

18 unchanged sentences

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

Total other comprehensive loss, net

Total other comprehensive income (loss), net

2,552 ( 16,060 ) ( 45,900 )

12 unchanged sentences

See accompanying Notes to Consolidated Financial Statements.

Tab le of C ontents

OPEN TEXT CORPORATION

20 unchanged sentences

Other comprehensive income (loss) - net — — — — — ( 45,900 ) — ( 45,900 )

Distribution to non-controlling interest

— 142 — — — — ( 538 ) ( 396 )

Net income — — — — 150,379 — 187 150,566

7 unchanged sentences

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

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

Dividends declared

19 unchanged sentences

254,784 $ 2,193,985 ( 4,648 ) $ ( 138,164 ) $ 1,940,113 $ ( 67,067 ) $ 1,721 $ 3,930,588

See accompanying Notes to Consolidated Financial Statements.

Tab le of C ontents

OPEN TEXT CORPORATION

12 unchanged sentences

Loss on extinguishment of debt — 56,393 8,152

Gain on AMC Divestiture

Gain (adjustments to gain) on AMC Divestiture

4,175 ( 429,102 ) —

4 unchanged sentences

( 230 ) 18,194 23,077

Changes in financial instruments ( 3,116 ) 128,841 —

Changes in derivative instruments

44,286 ( 3,116 ) 128,841

Changes in operating assets and liabilities:

12 unchanged sentences

Purchase of Micro Focus, net of cash acquired — ( 9,272 ) ( 5,657,963 )

Purchase of Zix Corporation, net of cash acquired — — ( 856,175 )

Purchase of Bricata Inc.

— — ( 17,753 )

Proceeds from AMC Divestiture

Proceeds (adjustments to proceeds) from AMC Divestiture

( 11,686 ) 2,229,187 —

Settlement of derivative instruments ( 10,380 ) — —

Realized gain on financial instruments — — 131,248

Proceeds from net investment hedge derivative contracts 4,456 — —

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

Other investing activities 6,614 ( 9,759 ) ( 873 )

5 unchanged sentences

Repayment of long-term debt and Revolver ( 35,851 ) ( 2,568,352 ) ( 202,926 )

Debt extinguishment costs — — ( 24,969 )

Debt issuance costs ( 1,066 ) ( 3,833 ) ( 77,899 )

Net change in transition services agreement obligation

( 15,278 ) 15,278 —

Repurchase of Common Shares ( 413,256 ) ( 150,017 ) —

Purchase of treasury stock ( 130,649 ) ( 53,085 ) ( 21,919 )

Distribution to non-controlling interest — — ( 396 )

Payments of dividends to shareholders ( 271,523 ) ( 267,362 ) ( 259,549 )

8 unchanged sentences

Cash, cash equivalents and restricted cash at end of the year $ 1,158,106 $ 1,282,793 $ 1,233,952

Tab le of C ontents

OPEN TEXT CORPORATION

11 unchanged sentences

See accompanying Notes to Consolidated Financial Statements.

Tab le of C ontents

OPEN TEXT CORPORATION

7 unchanged sentences

All intercompany balances and transactions have been eliminated.

Previously, our ownership in EC1 Pte.

(GXS Singapore) was 81 %.

During the first quarter of Fiscal 2022 (as defined below), we made a final cash distribution of $ 0.4 million to the non-controlling interest holder in GXS Singapore as part of the process to liquidate the subsidiary.

During Fiscal 2022, the liquidation of GXS Singapore was completed.

The following Fiscal Year terms are used throughout this Annual Report on Form 10-K:

Fiscal Year Beginning Date Ending Date

June 30, 2026

June 30, 2025

June 30, 2024

June 30, 2023

June 30, 2022

June 30, 2021

June 30, 2020

June 30, 2019

June 30, 2018

June 30, 2017

June 30, 2016

June 30, 2015

June 30, 2014

June 30, 2013

June 30, 2012

The Company's fiscal year begins on July 1 and ends on June 30.

Unless otherwise noted, any reference to a year preceded by the word “Fiscal” refers to the fiscal year ended June 30 of that year.

For example, references to “Fiscal 2025” refer to the fiscal year ended June 30, 2025.

These Consolidated Financial Statements are expressed in U.S.

dollars and are prepared in accordance with United States generally accepted accounting principles (U.S.

The information furnished reflects all adjustments necessary for a fair presentation of the results for the periods presented and includes the consolidated financial results of Micro Focus International Limited, formerly Micro Focus International plc, and its subsidiaries (Micro Focus), with effect from February 1, 2023 (see below and Note 19 “Acquisitions and Divestitures” for more details).

The information furnished reflects all adjustments necessary for a fair presentation of the results for the periods presented and includes the consolidated financial results of Micro Focus International Limited, formerly Micro Focus International plc, and its subsidiaries (Micro Focus), with effect from February 1, 2023 and impacts from the sale of the Application Modernization and Connectivity (AMC) business on May 1, 2024 (see below and Note 19 “Acquisitions and Divestitures” for more details).

Beginning in the first quarter of Fiscal 2025, for the years ended June 30, 2024 and 2023, the Company reclassified expenses of $ 29.5 million and $ 21.4 million, respectively, from Research and development to Sales and marketing in the Consolidated Statements of Income to provide a better representation of the function of the expenses.

Use of estimates

5 unchanged sentences

In particular, key estimates, judgments and assumptions include those related to:

(i) revenue recognition, (ii) accounting for income taxes, (iii) testing of goodwill for impairment, (iv) the valuation of acquired intangible assets, (v) the valuation of long-lived assets, (vi) the recognition of contingencies, (vii) restructuring accruals, (viii) acquisition accruals and pre-acquisition contingencies, (ix) the valuation of stock options granted and obligations related to share-based payments, including the valuation of our long-term incentive plans, (x) the valuation of pension obligations and pension assets, (xi) the

valuation of available-for-sale investments, (xii) the valuation of derivative instruments and (xiii) the accounting for disposals of assets and liabilities.

(i) revenue recognition, (ii) accounting for income taxes, (iii) testing of goodwill for impairment, (iv) the valuation of acquired intangible assets, (v) the valuation of long-lived assets, (vi) the recognition of contingencies, (vii) restructuring accruals, (viii) acquisition accruals and pre-acquisition contingencies, (ix) the valuation of stock options granted and obligations related to share-based compensation, including the valuation of our long-term incentive plans, (x) the valuation of pension obligations and pension assets, (xi) the valuation of available-for-sale investments and (xii) the valuation of derivative instruments.

Acquisition of Micro Focus

6 unchanged sentences

See Note 19 “Acquisitions and Divestitures” for more details.

The Company has determined that the AMC business does not constitute a component, as its operations and cash flows cannot be clearly distinguished from the rest of the Company’s operations and cash flows due to significant shared costs.

Therefore, the transaction does not meet the discontinued operations criteria, and the results of operations from the AMC business are presented within Income from operations in our Consolidated Statements of Income.

The Company determined that the AMC business did not constitute a component, as its operations and cash flows could not be clearly distinguished from the rest of the Company’s operations and cash flows due to significant shared costs.

Therefore, the transaction did not meet the discontinued operations criteria, and the results of operations from the AMC business were presented within Income from operations in our Consolidated Statements of Income up to the date of divestiture.

Tab le of C ontents

NOTE 2— ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS

8 unchanged sentences

Customer creditworthiness is evaluated prior to order fulfillment and based on evaluations, we adjust our credit limit to the respective customer.

In addition to these evaluations, we conduct on-going credit evaluations of our customers’ payment history and current creditworthiness.

In addition to these evaluations, we conduct on-going credit evaluations of our customers’ payment history and current credit worthiness.

To date, the actual losses have been within our expectations.

25 unchanged sentences

If different determinations are made with respect to whether upgrades or enhancements to software projects would result in additional functionality, then the amount capitalized and the amount charged to expense for that project could differ materially.

Tab le of C ontents

We amortize capitalized costs with respect to development projects for internal-use software when the software is ready for use.

33 unchanged sentences

Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments would be recorded to our Consolidated Statements of Income.

Tab le of C ontents

For a given acquisition, we may identify certain pre-acquisition contingencies as of the acquisition date and may extend our review and evaluation of these pre-acquisition contingencies throughout the measurement period in order to obtain sufficient information to assess whether we include these contingencies as a part of the purchase price allocation and, if so, to determine the estimated amounts.

19 unchanged sentences

Acquired technology is initially recorded at fair value based on the present value of the estimated net future income-producing capabilities of software products acquired in acquisitions.

We amortize acquired technology over its estimated useful life on a straight-line basis.

We amortize acquired technology on a straight-line basis over its estimated useful life.

Customer relationships represent relationships that we have with customers of the acquired companies and are either based upon contractual or legal rights or are considered separable;

8 unchanged sentences

significant adverse changes in the business climate or legal factors;

current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset;

current period cash flow or operating losses combined with a history of losses or a

Tab le of C ontents

forecast of continuing losses associated with the use of the asset;

and a current expectation that the asset will more likely than not be sold or disposed of before the end of its estimated useful life.

30 unchanged sentences

Our cloud arrangements can be broadly categorized as PaaS, SaaS, cloud subscriptions and managed services.

Tab le of C ontents

PaaS/ SaaS/ Cloud Subscriptions (collectively referred to here as cloud-based solutions):

14 unchanged sentences

Customers using these managed services are not permitted to take possession of our software and the contract is for a defined period, where customers pay a monthly or quarterly fee.

Our performance obligation is satisfied as we provide services of operating and managing a customer’s EDI environment.

Our performance obligation is satisfied as we provide services of operating and managing a customer’s electronic data interchange (EDI) environment.

Revenue relating to these services is recognized using an output method based on the expected level of service we will provide over the term of the contract.

As part of cloud services and subscription revenues, in connection with cloud subscription and managed service contracts, we often agree to perform a variety of services before the customer goes live, such as, converting and migrating customer data, building interfaces and providing training.

As part of cloud services and subscriptions revenues, in connection with cloud subscription and managed service contracts, we often agree to perform a variety of services before the customer goes live, such as, converting and migrating customer data, building interfaces and providing training.

These services are considered an outsourced suite of professional services which can involve certain project-based activities.

2 unchanged sentences

These outsourced professional services are considered to be distinct from the ongoing hosting services and represent a separate performance obligation within our cloud subscription or managed services arrangements.

The obligation to provide outsourced professional services is satisfied over time, with the customer simultaneously receiving and consuming the benefits as we

satisfy our performance obligations.

The obligation to provide outsourced professional services is satisfied over time, with the customer simultaneously receiving and consuming the benefits as we satisfy our performance obligations.

For outsourced professional services, we recognize revenue by measuring progress toward the satisfaction of our performance obligation.

11 unchanged sentences

The customer benefits evenly throughout the contract period from the guarantee that the customer support resources and personnel will be available to them, and that any unspecified upgrades or unspecified future products developed by us will be made available.

Revenue for customer support is recognized ratably over the contract period based on the start and end dates of the maintenance term, in line with how we believe services are provided.

Revenue for customer support is

Tab le of C ontents

recognized ratably over the contract period based on the start and end dates of the maintenance term, in line with how we believe services are provided.

License revenue

16 unchanged sentences

As our professional services do not significantly change the functionality of the license and our customers can benefit from our professional services on their own or together with other readily available resources, we consider professional services as distinct within the context of the contract.

Professional service revenue is recognized over time so long as:

Professional service revenue is recognized over time as long as:

(i) the customer simultaneously receives and consumes the benefits as we perform them, (ii) our performance creates or enhances an asset the customer controls as we perform, and (iii) our performance does not create an asset with alternative use and we have enforceable right to payment.

11 unchanged sentences

• the customer can benefit from the product or service either on its own or together with other resources that are readily available to the customer;

Tab le of C ontents

• our promise to transfer the product or service to the customer is separately identifiable from other promises in the contract.

20 unchanged sentences

The resellers have control over the pricing, service and products prior to being transferred to the end customer.

We also assess the creditworthiness of each reseller and if they are newly formed, undercapitalized or in financial difficulty, we defer any revenues expected to

emanate from such reseller and recognize revenue only when cash is received, and all other revenue recognition criteria under ASC Topic 606 are met.

We also assess the creditworthiness of each reseller and if they are newly formed, undercapitalized or in financial difficulty, we defer any revenues expected to emanate from such reseller and recognize revenue only when cash is received, and all other revenue recognition criteria under ASC Topic 606 are met.

Rights of return and other incentives

8 unchanged sentences

In certain arrangements, we will receive payment from a customer either before or after the performance obligation to which the invoice relates has been satisfied.

As a practical expedient, we do not account for significant financing components if the period between when we transfer the promised good or service to the customer and when the customer pays for the product or service will be one year or less.

As a practical expedient, we do not account for significant financing components if the period between when we transfer the promised good or service to the customer and

Tab le of C ontents

when the customer pays for the product or service will be one year or less.

On that basis, our contracts for license and maintenance typically do not contain a significant financing component, however, in determining the transaction price we consider whether we need to adjust the promised consideration for the effects of the time value of money if the timing of payments provides either the customer or OpenText with a significant benefit of financing.

34 unchanged sentences

Commissions allocated to professional service performance obligations are expensed as incurred, as these contracts are generally for one year or less and we apply a practical expedient to expense costs as incurred if the amortization period would have been one year or less.

Commissions allocated to maintenance, managed services, on-going hosting arrangements or other recurring services, are capitalized and amortized consistent with the pattern of transfer to the customer of the services over the period expected to benefit from the commission payment.

Tab le of C ontents

benefit from the commission payment.

As commissions paid on renewals are not commensurate with the original sale, the period of benefit considers anticipated renewals.

20 unchanged sentences

The second step is to measure the appropriate amount of the benefit to recognize.

The amount of benefit to recognize is

measured as the maximum amount which is more likely than not to be realized.

The amount of benefit to recognize is measured as the maximum amount which is more likely than not to be realized.

The tax position is derecognized when it is no longer more likely than not that the position will be sustained on audit.

5 unchanged sentences

These investments are accounted for using the equity method.

Our share of net income or losses based on our interest in these investments, which approximates fair value, is recorded as a component of Other income, net in our Consolidated Statements of Income (see Note 23 “Other Income (Expense), Net” for more details).

Our share of net income or losses based on our interest in these investments, which approximates fair value, is recorded as a component of Other income (expense), net in our Consolidated Statements of Income (see Note 23 “Other Income (Expense), Net” for more details).

Fair value of financial instruments

Carrying amounts of certain financial instruments, including cash and cash equivalents, accounts receivable and accounts payable (trade and accrued liabilities) approximate the fair value due to the relatively short period of time between origination of the instruments and their expected realization.

Tab le of C ontents

The fair value of our Senior Notes is determined based on observable market prices and categorized as a Level 2 measurement.

6 unchanged sentences

The effect of foreign currency translation adjustments are recorded as a component of Accumulated other comprehensive income (loss).

Transactional foreign currency gains (losses) included in the Consolidated Statements of Income under the line item Other income, net for Fiscal 2024, Fiscal 2023 and Fiscal 2022 were $ 1.2 million, $ 56.6 million, and $( 2.7 ) million, respectively.

Transactional foreign currency gains (losses) included in the Consolidated Statements of Income under the line item Other income (expense), net for Fiscal 2025, Fiscal 2024 and Fiscal 2023 were $( 24.9 ) million, $ 1.2 million, and $ 56.6 million, respectively.

Restructuring charges

8 unchanged sentences

Quarterly, we review the status of each significant legal matter and evaluate such matters to determine how they should be treated for accounting and disclosure purposes in accordance with the requirements of ASC Topic 450-20, “Loss Contingencies” (Topic 450-20).

internal and external counsel, and assessing the progress of each matter in light of its merits and our experience with similar proceedings under similar circumstances.

Specifically, this evaluation process includes the centralized tracking and itemization of the status of all our disputes and litigation items, discussing the nature of any litigation and claim, including any dispute or claim that is reasonably likely to result in litigation, with relevant internal and external counsel, and assessing the progress of each matter in light of its merits and our experience with similar proceedings under similar circumstances.

If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, we accrue a liability for the estimated loss in accordance with Topic 450-20.

7 unchanged sentences

See Note 24 “Earnings Per Share” for more details.

Share-based payment

Tab le of C ontents

Share-based compensation

We measure share-based compensation costs, in accordance with ASC Topic 718, “Compensation - Stock Compensation” (Topic 718) on the grant date, based on the calculated fair value of the award.

2 unchanged sentences

Compensation cost is initially based on the estimated number of options for which the requisite service is expected to be rendered.

This estimate is adjusted in the period once actual forfeitures are known (see Note 13 “Share Capital, Option Plans and Share-based Payments” for more details).

This estimate is adjusted in the period once actual forfeitures are known (see Note 13 “Equity and Share-based Compensation” for more details).

Accounting for Pensions, post-retirement and post-employment benefits

12 unchanged sentences

During Fiscal 2025, we adopted the following Accounting Standards Updates (ASU):

Supplier Financing Program Obligations

In September 2022, the Financial Accounting Standards Board (FASB) issued ASU 2022-04 “Liabilities-Supplier Finance Programs (Subtopic 405-50):

Disclosure of Supplier Finance Program Obligations.” This standard requires companies that participate in supplier finance programs in connection with the procurement of goods or services to disclose quantitative and qualitative information about the programs.

We adopted this ASU as of July 1, 2023, which did not have a material impact on our Consolidated Financial Statements and related disclosures, as we had no material supplier finance program obligations as of June 30, 2024.

Segment Reporting

In November 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures,” which provides guidance to improve the disclosures about a public entity’s reportable segments and address requests from investors for additional, more detailed information about a reportable segment’s expenses.

We adopted this ASU for our annual period beginning July 1, 2024 on a retrospective basis.

The adoption of this ASU expanded our disclosures, but did not have an impact on the Company’s Consolidated Financial Statements.

See Note 20 “Segment Information” for additional information.

Accounting Pronouncements Not Yet Adopted in Fiscal 2025

In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures,” that addresses requests for improved income tax disclosures from investors that use the financial statements to make capital allocation decisions.

Public entities must adopt the new guidance for fiscal years beginning after December 15, 2024.

The amendments in this ASU must be applied on a retrospective basis to all prior periods presented in the financial statements and early adoption is permitted.

We are currently evaluating the potential impact of the adoption of ASU 2023-09 on the Company’s financial disclosures.

Tab le of C ontents

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU 2024-03 “Disaggregation of Income Statement Expenses (Subtopic 220-40),” which requires additional disclosures of specific expense categories included within income statement expense captions.

The guidance will be effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

The amendments in this ASU are to be applied on a prospective basis with the option for retrospective application, and early adoption is permitted.

We are currently evaluating the impact of the adoption of ASU 2024-03 on the Company’s financial disclosures.

NOTE 3— REVENUES

29 unchanged sentences

(2) EMEA consists of countries in Europe, the Middle East and Africa.

(3) Asia Pacific primarily consists of Japan, Australia, China, Korea, Philippines, Singapore, India and New Zealand.

(3) Asia Pacific primarily consists of Australia, Japan, Singapore, India and China.

(4) Recurring revenue is defined as the sum of Cloud services and subscriptions revenue and Customer support revenue.

4 unchanged sentences

Contract assets are reclassified to accounts receivable when the rights become unconditional.

Tab le of C ontents

The balance for our contract assets and contract liabilities (i.e., deferred revenues) for the periods indicated below were as follows:

15 unchanged sentences

Our deferred revenues primarily relate to cloud services and customer support agreements which have been paid for by customers prior to the performance of those services.

The amount of revenue that was recognized during the year ended June 30, 2024 that was included in the deferred revenue balances at June 30, 2023 was $ 1.7 billion (year ended June 30, 2023 and 2022 —$ 887 million and $ 843 million, respectively).

The amount of revenue that was recognized during the year ended June 30, 2025 that was included in the deferred revenue balances at June 30, 2024 was $ 1.5 billion (year ended June 30, 2024 and 2023 —$ 1.7 billion and $ 887 million, respectively).

Incremental Costs of Obtaining a Contract with a Customer

9 unchanged sentences

Impact of foreign exchange rate changes

Divestiture of AMC business (Note 19)

Capitalized costs to obtain a contract as of June 30, 2024

2 unchanged sentences

Impact of foreign exchange rate changes 2,502

Divestiture of AMC business (Note 19)

Capitalized costs to obtain a contract as of June 30, 2025

1 unchanged sentence

Refer to Note 9 “Prepaid Expenses and Other Assets” for additional information on incremental costs of obtaining a contract.

Transaction Price Allocated to the Remaining Performance Obligations

As of June 30, 2024, approximately $ 2.7 billion of revenue is expected to be recognized from remaining performance obligations on existing contracts.

We expect to recognize approximately 44 % of this amount over the next 12 months and the remaining balance substantially over the next three years thereafter.

We apply the practical expedient and do not disclose performance obligations that have original expected durations of one year or less.

Remaining Performance Obligations

Remaining performance obligations (RPO) represent contracted revenue that has not yet been recognized.

They include amounts recognized as deferred revenue and amounts that are contracted but will be billed and recognized as revenue in future periods.

Beginning December 31, 2024, the Company elected to include RPO for contracts with an original expected duration of one year or less in accordance with ASC 606-10-50-14, and discontinued use of the practical expedient relating to the disclosure of RPO within a contract.

The Company believes this presentation is preferable as it provides additional information.

The following chart provides RPO information as of the following periods.

The 12-month periods noted below are as of the dates presented, with the remaining balances recognized substantially over the next three years thereafter.

Tab le of C ontents

($ in billions) As of June 30, 2025

As of June 30, 2024

Total RPO (1)

% recognized as revenue over the following 12 months

Cloud services and subscriptions RPO

% recognized as revenue over the following 12 months

Customer support and other RPO (2)

% recognized as revenue over the following 12 months

______________________

(1) RPO amounts presented may be impacted by certain estimates including currency fluctuations, estimates of customers’ deployment of contracted solutions, changes in the scope or termination of contracts, among other factors, and are therefore subject to change.

(2) Customer support and other RPO is primarily comprised of obligations related to customer support revenues, and to a lesser extent license, professional services and other revenues.

Refer to Note 2 “Accounting Policies and Recent Accounting Pronouncements” for additional information on our revenue policy.

7 unchanged sentences

Write-off/adjustments

Divestiture of AMC business (Note 19)

Balance as of June 30, 2024

1 unchanged sentence

Write-off/adjustments

Divestiture of AMC business (Note 19)

Balance as of June 30, 2025

1 unchanged sentence

As of June 30, 2025, we have an allowance for credit losses of $ 0.4 million for contract assets (June 30, 2024—$ 0.5 million).

For additional information on contract assets see Note 3 “Revenues” for more details.

For additional information on contract assets, see Note 3 “Revenues.”

NOTE 5— PROPERTY AND EQUIPMENT

9 unchanged sentences

Total $ 1,210,576 $ ( 835,324 ) $ 375,252

Tab le of C ontents

As of June 30, 2024

22 unchanged sentences

Operating lease liabilities (current) Operating lease liabilities $ 75,914 $ 76,446

Operating lease liabilities (noncurrent) Long-term operating lease liabilities 218,174 271,579

Operating lease liabilities (non-current) Long-term operating lease liabilities 189,949 218,174

Total operating lease liabilities $ 265,863 $ 294,620

1 unchanged sentence

Finance lease receivables (current) Prepaid expenses and other current assets $ 1,867 $ 4,031

Finance lease receivables (noncurrent) Other assets 2,329 5,515

Finance lease receivables (non-current) Other assets 457 2,329

Total finance lease receivables $ 2,324 $ 6,360

Finance lease liabilities (current) Accounts payable and accrued liabilities $ 1,877 $ 3,173

Finance lease liabilities (noncurrent) Accrued liabilities 2,327 5,500

Finance lease liabilities (non-current) Accrued liabilities 457 2,327

Total finance lease liabilities $ 2,334 $ 5,500

Tab le of C ontents

The weighted average remaining lease term and discount rate for the periods indicated below were as follows:

29 unchanged sentences

See Note 19 “Acquisitions and Divestitures” for further details including the finalization of the purchase price allocation for the Micro Focus Acquisition.

(2) The year ended June 30, 2022 excludes the impact of $ 8.1 million of right of use assets obtained through the acquisition of Zix Corporation.

See Note 19 “Acquisitions and Divestitures” for further details including the finalization of the purchase price allocation.

Maturity of Lease Liabilities

10 unchanged sentences

Total $ 265,863 $ 2,334

Tab le of C ontents

Operating lease maturity amounts included in the table above do not include sublease income expected to be received under our various sublease agreements with third parties.

5 unchanged sentences

Acquisition of Micro Focus (Note 19) (1)

Acquisition of Zix Corporation (Note 19) (1)

Impact of foreign exchange rate changes ( 4,563 )

Balance as of June 30, 2023

Acquisition of Micro Focus (Note 19) (2)

Divestiture of AMC business (Note 19)

3 unchanged sentences

Balance as of June 30, 2024

Acquisition of Pillr (Note 19) (1)

Divestiture of AMC business (Note 19) (2)

Impact of foreign exchange rate changes 27,510

Balance as of June 30, 2025

______________________

(1) Adjustments relate to the measurement period, which closed on December 23, 2022.

(2) Adjustments relate to the measurement period, which closed on February 1, 2024.

(1) Adjustment relates to the open measurement period.

(2) Relates to the final settlement of working capital and other adjustments.

NOTE 8— ACQUIRED INTANGIBLE ASSETS

9 unchanged sentences

Total $ 3,915,828 $ ( 1,429,564 ) $ 2,486,264

______________________

(1) Excludes technology and customer intangible net assets with cost of $ 432.1 million and $ 610.2 million respectively, accumulated amortization of $ 48.6 million and $ 62.9 million respectively, and net book value of $ 383.5 million and $ 547.3 million, respectively, disposed of as part of the AMC Divestiture.

See Note 19 “Acquisitions and Divestitures” for more details.

Tab le of C ontents

Where applicable, the above balances as of June 30, 2025 have been reduced to reflect the impact of intangible assets where the gross cost has become fully amortized during the year ended June 30, 2025.

The impact of this resulted in reductions to the cost and accumulated amortization of technology assets and customer assets of $ 240 million and $ 322 million, respectively.

The impact of this resulted in reductions to the cost and accumulated amortization of technology assets and customer assets of $ 89.6 million and $ 129.8 million, respectively (year ended June 30, 2024 —$ 239.7 million and $ 321.5 million, respectively).

The weighted average amortization periods for acquired technology and customer intangible assets are approximately six years and nine years , respectively.

32 unchanged sentences

A portion of the available-for-sale financial assets relate to contractual arrangements under insurance policies held by the Company with guaranteed interest rates that are utilized to meet certain pension and post-retirement obligations but do not meet the definition of a plan asset.

The remaining portion of available-for-sale financial assets are primarily comprised of various debt and equity funds, which are valued utilizing market quotes provided by our third-party custodian.

The remaining portion of available-for-sale financial assets are primarily comprised of various

Tab le of C ontents

debt and equity funds, which are valued utilizing market quotes provided by our third-party custodian.

These arrangements are treated as available-for-sale financial assets measured at fair value quarterly (see Note 16 “Fair Value Measurement” with unrealized gains and losses recorded within Other comprehensive income (loss), net (see Note 21 “Accumulated Other Comprehensive Income (Loss)”).

24 unchanged sentences

As of June 30, 2025, the present value of this obligation was $ 29.7 million (June 30, 2024—$ 29.6 million), with an undiscounted value of $ 32.2 million (June 30, 2024—$ 32.8 million).

Tab le of C ontents

NOTE 11— LONG-TERM DEBT

5 unchanged sentences

Senior Secured Notes 2027 1,000,000 1,000,000

Term Loan B — 947,500

Acquisition Term Loan 2,185,375 2,221,225

Revolver — 275,000

Total principal payments due 6,485,375 6,521,225

3 unchanged sentences

Current portion of long-term debt

Term Loan B — 10,000

Acquisition Term Loan 35,850 35,850

Revolver — 275,000

Total current portion of long-term debt 35,850 35,850

1 unchanged sentence

______________________

(1) During the year ended June 30, 2024, we recorded $ 3.5 million of debt issuance costs, related to the amendment of the Revolver (as defined below) and the modification of the Acquisition Term Loan (as defined below) (year ended June 30, 2023—$ 185.6 million of debt discount and issuance costs related to the issuance of Senior Secured Notes 2027 and Acquisition Term Loan, each as defined below).

(1) During the year ended June 30, 2025, we recorded $ 1.0 million of debt issuance costs, related to the modification of the Acquisition Term Loan (as defined below) (year ended June 30, 2024—$ 3.5 million related to the amendment of the Revolver and the modification of the Acquisition Term Loan, each as defined below).

(2) During the year ended June 30, 2024, we recognized a loss on debt extinguishment of $ 56.4 million related to the acceleration and recognition of unamortized debt discount and issuance costs related to the optional repayments of the Acquisition Term Loan and Term Loan B (as defined below) in Fiscal 2024.

14 unchanged sentences

Senior Notes 2030 bear interest at a rate of 4.125 % per annum, payable semi-annually in arrears on February 15 and August 15, commencing on August 15, 2020.

Senior Notes 2030 will mature on February 15, 2030, unless earlier

redeemed, in accordance with their terms, or repurchased.

On July 1, 2024, as a result of the merger of OTHI with and into OTI, OTI assumed all rights and obligations of OTHI concerning the Senior Notes 2030, effective July 1, 2024.

Senior Notes 2030 will mature on February 15, 2030, unless earlier redeemed, in accordance with their terms, or repurchased.

As a result of the merger of OTHI with and into OTI, OTI assumed all rights and obligations of OTHI concerning the Senior Notes 2030, effective July 1, 2024.

For the year ended June 30, 2025, we recorded interest expense of $ 37.1 million relating to Senior Notes 2030 (year ended June 30, 2024 and 2023—$ 37.1 million and $ 37.1 million, respectively).

Tab le of C ontents

Senior Notes 2029

On November 24, 2021, we issued $ 850 million in aggregate principal amount of 3.875 % senior notes due 2029 (Senior Notes 2029) in an unregistered offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain non-U.S.

On November 24, 2021, the Company issued $ 850 million in aggregate principal amount of 3.875 % senior notes due 2029 (Senior Notes 2029) in an unregistered offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain non-U.S.

persons in offshore transactions pursuant to Regulation S under the Securities Act.

3 unchanged sentences

Senior Notes 2028

On February 18, 2020, we issued $ 900 million in aggregate principal amount of 3.875 % senior notes due 2028 (Senior Notes 2028) in an unregistered offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain non-U.S.

On February 18, 2020, the Company issued $ 900 million in aggregate principal amount of 3.875 % senior notes due 2028 (Senior Notes 2028) in an unregistered offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain non-U.S.

persons in offshore transactions pursuant to Regulation S under the Securities Act.

2 unchanged sentences

For the year ended June 30, 2025, we recorded interest expense of $ 34.9 million relating to Senior Notes 2028 (year ended June 30, 2024 and 2023—$ 34.9 million and $ 34.9 million, respectively).

Senior Notes 2026

On May 31, 2016, we issued $ 600 million in aggregate principal amount of 5.875 % senior notes due 2026 (Senior Notes 2026) in an unregistered offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act, and to certain persons in offshore transactions pursuant to Regulation S under the Securities Act.

Senior Notes 2026 had interest at a rate of 5.875 % per annum, payable semi-annually in arrears on June 1 and December 1, commencing on December 1, 2016.

Senior Notes 2026 would have matured on June 1, 2026.

On December 20, 2016, we issued an additional $ 250 million in aggregate principal amount by reopening our Senior Notes 2026 at an issue price of 102.75 %.

The additional notes had identical terms, were fungible with and were a part of a single series with the previously issued $ 600 million aggregate principal amount of Senior Notes 2026.

The outstanding aggregate principal amount of Senior Notes 2026, after taking into consideration the additional issuance, was $ 850 million as of December 9, 2021.

On December 9, 2021, we redeemed Senior Notes 2026 in full at a price equal to 102.9375 % of the principal amount plus accrued and unpaid interest to, but excluding, the redemption date.

A portion of the net proceeds from the offerings of Senior Notes 2029 and Senior Notes 2031 was used to redeem Senior Notes 2026.

Upon redemption, Senior Notes 2026 were cancelled and any obligation thereunder was extinguished.

The resulting loss of $ 27.4 million, consisting of $ 25.0 million relating to the early termination call premium, $ 6.2 million relating to unamortized debt issuance costs and $( 3.8 ) million relating to unamortized premium, has been recorded as a component of Other income (expense), net in our Consolidated Statements of Income.

See Note 23 “Other Income (Expense), Net.”

For the year ended June 30, 2024, we did not record any interest expense relating to Senior Notes 2026 (year ended June 30, 2023 and 2022— nil and $ 21.9 million, respectively).

Senior Secured Fixed Rate Notes

Senior Secured Notes 2027

On December 1, 2022, we issued $ 1 billion in aggregate principal amount of senior secured notes due 2027 (Senior Secured Notes 2027, and together with the Senior Notes 2031, Senior Notes 2030, Senior Notes 2029, and Senior Notes 2028, the Senior Notes) in connection with the financing of the Micro Focus Acquisition in an unregistered offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain non-U.S.

On December 1, 2022, the Company issued $ 1 billion in aggregate principal amount of senior secured notes due 2027 (Senior Secured Notes 2027, and together with the Senior Notes 2031, Senior Notes 2030, Senior Notes 2029, and Senior Notes 2028, the Senior Notes) in connection with the Micro Focus Acquisition in an unregistered offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain non-U.S.

persons in offshore transactions pursuant to Regulation S under the Securities Act.

Senior Secured Notes 2027 bear interest at a rate of 6.90 % per annum,

payable semi-annually in arrears on June 1 and December 1, commencing on June 1, 2023.

Senior Secured Notes 2027 bear interest at a rate of 6.90 % per annum, payable semi-annually in arrears on June 1 and December 1, commencing on June 1, 2023.

Senior Secured Notes 2027 will mature on December 1, 2027, unless earlier redeemed, in accordance with their terms, or repurchased.

3 unchanged sentences

The effective interest rate includes interest expense of $ 69.0 million and amortization of debt discount and issuance costs of $ 2.9 million.

For the year ended June 30, 2024, we recorded interest expense of $ 69.0 million, relating to Senior Secured Notes 2027 (year ended June 30, 2023 and 2022—$ 40.3 million and nil , respectively).

On May 30, 2018, we entered into a credit facility which provides for a $ 1 billion term loan facility (Term Loan B), and borrowed under the facility to, among other things, repay in full the loans under our prior $ 800 million term loan facility originally entered into on January 16, 2014.

On June 6, 2023, we amended the Term Loan B to replace the LIBOR benchmark rate applicable to borrowings under Term Loan B with a SOFR benchmark rate.

On May 6, 2024, we used a portion of the net proceeds from the AMC Divestiture to prepay in full the outstanding principal balance of $ 940 million under Term Loan B, at which point all remaining commitments under Term Loan B were reduced to zero and Term Loan B was terminated, which resulted in a loss on debt extinguishment of $ 1.8 million relating to unamortized debt issuance costs (see Note 23 “Other Income (Expense), Net” for more details) .

As of June 30, 2024, we had no outstanding aggregate principal balance under Term Loan B (June 30, 2023—$ 947.5 million).

For the year ended June 30, 2024, we recorded interest expense of $ 58.4 million relating to Term Loan B (year ended June 30, 2023 and 2022—$ 54.0 million and $ 19.7 million, respectively).

On December 19, 2023, we amended our committed revolving credit facility (the Revolver) to, among other things, extend the maturity from October 31, 2024 to December 19, 2028, and to remove the 10 -basis point credit spread adjustment for loans bearing interest based on the SOFR rate.

For the year ended June 30, 2025, we recorded interest expense of $ 69.0 million, relating to Senior Secured Notes 2027 (year ended June 30, 2024 and 2023—$ 69.0 million and $ 40.3 million, respectively).

On May 30, 2018, we entered into a credit facility that provided for a $ 1 billion term loan facility (Term Loan B) and borrowed $ 1 billion under the facility to, among other things, repay in full the loans under our prior $ 800 million term loan facility originally entered into on January 16, 2014.

On May 6, 2024, we used a portion of the net proceeds from the AMC Divestiture to prepay, in full, the then outstanding principal balance of $ 940 million under Term Loan B, at which point all remaining commitments under Term Loan B were reduced to zero and Term Loan B was terminated.

For the year ended June 30, 2025, we did not record any interest expense relating to Term Loan B (year ended June 30, 2024 and 2023—$ 58.4 million and $ 54.0 million, respectively).

On December 19, 2023, we amended our committed revolving credit facility (the Revolver) to, among other things, extend the maturity to December 19, 2028.

Borrowings under the Revolver are secured by a first charge over substantially all of our assets, on a pari passu basis with the Acquisition Term Loan (as defined below) and Senior Secured Notes 2027.

Tab le of C ontents

The Revolver has no fixed repayment date prior to the end of the term.

On June 6, 2023, we entered into an amendment to replace the LIBOR benchmark rate applicable to borrowings under the Revolver with SOFR benchmark rate.

Borrowings under the Revolver currently bear interest per annum at a floating rate of interest equal to Term SOFR (as defined in the Revolver) and a fixed margin dependent on our consolidated net leverage ratio ranging from 1.25 % to 1.75 %.

Borrowings under the Revolver bear interest per annum at a floating rate of interest equal to Term SOFR (as defined in the Revolver) and a fixed margin dependent on our consolidated net leverage ratio ranging from 1.25 % to 1.75 %.

Under the Revolver, we must maintain a “consolidated net leverage” ratio of no more than 4.50 :1.00 at the end of each financial quarter.

1 unchanged sentence

As of June 30, 2025, our consolidated net leverage ratio, as calculated in accordance with the applicable agreement, was 3.25 :1.00.

As of June 30, 2024, we had no outstanding balance under the Revolver (June 30, 2023—$ 275.0 million).

For the year ended June 30, 2024, we recorded interest expense of $ 2.2 million relating to the Revolver (year ended June 30, 2023 and 2022—$ 10.1 million and nil , respectively, relating to amounts previously drawn).

The Revolver requires us to pay a facility fee on unused commitments based on the consolidated net leverage ratio.

As of June 30, 2025, the facility fee under the Revolver was 0.30 %.

For the year ended June 30, 2025, we recorded $ 2.3 million of facility fees in Interest and other related expense, net, in our Consolidated Statements of Income (year ended June 30, 2024 and 2023—$ 2.1 million and $ 1.8 million).

As of June 30, 2025, we had no outstanding balance under the Revolver (June 30, 2024— nil ).

For the year ended June 30, 2025, we did not record any interest expense relating to the Revolver (year ended June 30, 2024 and 2023—$ 2.2 million and $ 10.1 million, respectively).

Acquisition Term Loan

On December 1, 2022, we amended our first lien term loan facility (the Acquisition Term Loan), dated as of August 25, 2022, to increase the aggregate commitments under the senior secured delayed-draw term loan facility from an aggregate principal amount of $ 2.585 billion to an aggregate principal amount of $ 3.585 billion.

During the third quarter of Fiscal 2023, the Company drew down $ 3.585 billion from the Acquisition Term Loan, net of original issuance discount of 3 % and other fees (see Note 19 “Acquisitions and Divestitures” for more details).

On August 14, 2023, we amended the Acquisition Term Loan, to reduce the applicable interest rate margin by 0.75 % over the remaining term of the Acquisition Term Loan.

On May 15, 2024, we further amended the Acquisition Term Loan, to reduce the applicable interest rate margin by 0.5 % and remove the 10 -basis point credit spread adjustment for loans bearing interest based on the SOFR rate.

Both of the above reductions in interest rate margin on the Acquisition Term Loan resulting from the amendments were accounted for by the Company as debt modifications.

On August 14, 2023, we entered into the second amendment to the Acquisition Term Loan, to reduce the applicable interest rate margin by 0.75 % over the remaining term of the Acquisition Term Loan.

On May 15, 2024, we entered into the third amendment to the Acquisition Term Loan, to reduce the applicable interest rate margin by 0.5 % and remove the 10 -basis point credit spread adjustment for loans bearing interest based on the Secured Overnight Financing Rate (SOFR) rate.

On November 27, 2024, we entered into the fourth amendment to the Acquisition Term Loan to reduce the applicable interest rate margin by 0.5 % over the remaining term of the Acquisition Term Loan.

The reductions in interest rate margin on the Acquisition Term Loan resulting from the amendments were all accounted for by the Company as debt modifications.

The Acquisition Term Loan has a seven-year term from the date of funding, and repayments under the Acquisition Term Loan are equal to 0.25 % of the principal amount in equal quarterly installments for the life of the Acquisition Term Loan, with the remainder due at maturity.

Borrowings under the Acquisition Term Loan currently bear a floating rate of interest equal to Term SOFR plus an applicable margin of 2.25 %.

Borrowings under the Acquisition Term Loan currently bear a floating rate of interest equal to Term SOFR (as defined in the Acquisition Term Loan) plus an applicable margin of 1.75 %.

As of June 30, 2025, the outstanding balance on the Acquisition Term Loan bears an interest rate of 6.08 %.

9 unchanged sentences

On May 6, 2024, the Company used a portion of the net proceeds from the AMC Divestiture to prepay $ 1.06 billion of the outstanding principal balance of the Acquisition Term Loan.

As a result of these prepayments in Fiscal 2024, the Company recognized a loss on debt extinguishment of $ 54.6 million relating to unamortized debt issuance costs (see Note 23 “Other Income (Expense), Net” for more details) .

For the year ended June 30, 2024, we recorded interest expense of $ 272.5 million relating to the Acquisition Term Loan (year ended June 30, 2023 and 2022—$ 125.7 million and nil , respectively).

On August 25, 2022, we entered into a bridge loan agreement (Bridge Loan) which provided for commitments of up to $ 2.0 billion to finance a portion of the repayment of Micro Focus’ existing debt.

On December 1, 2022, we entered into an amendment to the Bridge Loan that reallocated commitments under the Bridge Loan to the Acquisition Term Loan.

In connection with the amendment to the Bridge Loan and the receipt of proceeds from the issuance of the Senior Secured Notes 2027, all remaining commitments under the Bridge Loan were reduced to zero and the Bridge Loan was terminated, which resulted in a loss on debt extinguishment of $ 8.2 million relating to unamortized debt issuance costs (see Note 23 “Other Income (Expense), Net” for more details) .

For the year ended June 30, 2024, we did not have any borrowings or record any interest expense relating to the Bridge Loan (year ended June 30, 2023— nil ).

For the year ended June 30, 2025, we recorded interest expense of $ 148.4 million relating to the Acquisition Term Loan (year ended June 30, 2024 and 2023—$ 272.5 million and $ 125.7 million, respectively).

Tab le of C ontents

Debt Discount and Issuance Costs

1 unchanged sentence

NOTE 12— PENSION PLANS AND OTHER POST-RETIREMENT BENEFITS

Defined Benefit Plans

Defined Benefit and Other Post-Retirement Benefit Plans

The Company has 45 pension and other post-retirement plans in multiple countries, including 30 defined benefit and other post-retirement benefit plans which were assumed as part of the Micro Focus Acquisition (see Note 19 “Acquisitions and Divestitures” for more details).

9 unchanged sentences

All of our defined benefit and other post-retirement plans are included in the aggregate projected benefit obligation within Pension liability, net on our Consolidated Balance Sheets.

The Company does not intend to make any cash contributions to any defined benefit pension or post-retirement plans unless required by the local regulatory or statutory requirements.

The Company intends to only make any cash contributions to any defined benefit pension or post-retirement plans where required by the local regulatory or statutory requirements.

For the year ended June 30, 2025, we made cash contributions of $ 9.2 million (year ended June 30, 2024 and 2023—$ 4.2 million and $ 6.5 million, respectively).

18 unchanged sentences

(1) The current portion of the benefit obligation has been included within “Accrued salaries, incentives and commissions,” all within Accounts payable and accrued liabilities in the Consolidated Balance Sheets (see Note 10 “Accounts Payable and Accrued Liabilities” for more details).

Tab le of C ontents

The following tables provides the details of the change in the benefit obligation and plan assets for the periods indicated:

8 unchanged sentences

Plan amendment ( 2,948 ) 1,501

Curtailment (gain) loss

Net transfers — ( 228 )

11 unchanged sentences

Employee contributions 1,703 2,007

Net transfers — 150,058

Plan settlement

13 unchanged sentences

Service-related net periodic pension costs are recorded within operating expense and all other non-service-related net periodic pension costs are classified under Interest and other related expense, net on our Consolidated Statements of Income.

Tab le of C ontents

The following table provides details of amounts recognized in Other Comprehensive Income:

2 unchanged sentences

Net actuarial gain (loss) $ 322 $ 1,598 $ ( 9,017 )

Amortization of actuarial loss (gain) 643 246 1,008

Amortization of actuarial loss

1,306 643 246

Settlement cost and plan amendments 2,452 ( 193 ) 673

28 unchanged sentences

For the year ended June 30, 2025, we made contributions of $ 50.5 million relating to the defined contribution retirement plans (year ended June 30, 2024 and 2023—$ 54.7 million and $ 40.0 million, respectively).

NOTE 13— SHARE CAPITAL, OPTION PLANS AND SHARE-BASED PAYMENTS

Tab le of C ontents

NOTE 13— EQUITY AND SHARE-BASED COMPENSATION

Cash Dividends

4 unchanged sentences

Treasury Stock

From time to time we may provide funds to an independent agent to facilitate repurchases of our Common Shares in connection with the settlement of awards under the Long-Term Incentive Plans (LTIP) or other plans.

During the year ended June 30, 2024, we repurchased 1,400,000 Common Shares on the open market at a cost of $ 53.1 million for potential settlement of awards under “Long-Term Incentive Plans” and “Restricted Share Units” or other plans as described below (year ended June 30, 2023 and 2022— 521,136 and 2,630,000 Common Shares, respectively, at a cost of $ 21.9 million and $ 111.6 million, respectively).

From time to time we may provide funds to a third-party agent to facilitate repurchases of our Common Shares in connection with the settlement of awards under the Long-Term Incentive Plans (LTIP) or other plans.

During the year ended June 30, 2025, we repurchased 4,619,276 Common Shares on the open market at a cost of $ 133.1 million for potential settlement of awards under “Long-Term Incentive Plans” and “Restricted Share Units (Other)” or other plans as described below (year ended June 30, 2024 and 2023— 1,400,000 and 521,136 Common Shares, respectively, at a cost of $ 53.1 million and $ 21.9 million, respectively).

During the year ended June 30, 2025, we delivered to eligible participants 3,107,220 Common Shares that were purchased in the open market in connection with the settlement of awards and other plans (year ended June 30, 2024 and 2023— 1,800,395 and 691,181 Common Shares, respectively).

Employee Stock Purchase Plan (ESPP)

Our ESPP offers employees the opportunity to purchase our Common Shares at a purchase price discount of 15 %.

During the year ended June 30, 2025, 1,291,351 Common Shares were eligible for issuance to employees enrolled in the ESPP (year ended June 30, 2024 and 2023— 1,176,466 and 1,089,120 Common Shares, respectively).

During the year ended June 30, 2025, cash in the amount of $ 31.6 million was received from employees relating to the ESPP (year ended June 30, 2024 and 2023—$ 33.9 million and $ 31.0 million, respectively).

Share Repurchase Plan

On November 4, 2021, the Board authorized a share repurchase plan (Fiscal 2022 Repurchase Plan), pursuant to which we were authorized to purchase in open market transactions, from time to time over the 12-month period commencing November 12, 2021, up to an aggregate of $ 350 million of our Common Shares.

On April 30, 2024, the Board authorized a share repurchase plan (Fiscal 2024 Repurchase Plan) pursuant to which we were authorized to purchase for cancellation, in open market transactions from time to time over the 12-month period commencing on May 7, 2024 until May 6, 2025, up to $ 250 million of our Common Shares.

The Fiscal 2024 Repurchase Plan includes a normal course issuer bid to provide means to execute purchases over the Toronto Stock Exchange (TSX).

During the year ended June 30, 2024, we repurchased and cancelled 5,073,913 Common Shares for $ 152.3 million, inclusive of 2% Canadian excise taxes recorded (year ended June 30, 2023 and 2022— nil and 3,809,559 Common Shares for nil and $ 177.0 million, respectively).

Share-Based Payments

On April 30, 2024, the Board authorized a share repurchase plan (the Fiscal 2024 Repurchase Plan) pursuant to which we were authorized to purchase for cancellation, in open market transactions from time to time over the 12-month period commencing on May 7, 2024 until May 6, 2025, up to $ 250 million of our Common Shares.

The Fiscal 2024 Repurchase Plan included a normal course issuer bid to provide means to execute purchases over the Toronto Stock Exchange (TSX).

On July 31, 2024, in order to align our share repurchase plan to our fiscal year, the Board approved the early termination of the Fiscal 2024 Repurchase Plan and authorized a new share repurchase plan (the Fiscal 2025 Repurchase Plan), pursuant to which we were authorized to purchase for cancellation in open market transactions, from time to time over the 12-month period commencing on August 7, 2024 until August 6, 2025, if considered advisable, up to an aggregate of $ 300 million of our Common Shares on the TSX, the NASDAQ and/or alternative trading systems in Canada and/or the United States, if eligible, subject to applicable law and stock exchange rules.

On March 13, 2025, the Company increased the authorized limit of the Fiscal 2025 Repurchase Plan by $ 150 million to $ 450 million and established an automatic share purchase plan (ASPP).

The price that we were authorized to pay for Common Shares in open market transactions was the market price at the time of purchase or such other price as was permitted by applicable law or stock exchange rules.

The Fiscal 2025 Repurchase Plan was effected in accordance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended (the Exchange Act), and included a normal course issuer bid to provide means to execute purchases over the TSX.

During the year ended June 30, 2025, we repurchased and cancelled 14,524,664 Common Shares for $ 418.3 million, inclusive of 2% Canadian excise taxes recorded (year ended June 30, 2024 and 2023— 5,073,913 and nil Common Shares for $ 152.3 million and nil , respectively).

Additionally, as of June 30, 2025, we recorded an accrual and a corresponding charge to retained earnings of $ 24.8 million, representing the estimated value of Common Shares expected to be repurchased following the fiscal quarter ended June 30, 2025 pursuant to the ASPP.

Tab le of C ontents

Share-Based Compensation

Share-based compensation expense for the periods indicated below is detailed as follows:

1 unchanged sentence

2025 2024 2023

Stock options $ 18,167 $ 20,144 $ 17,091

Stock Options (issued under Stock Option Plans) $ 15,694 $ 18,167 $ 20,144

Performance Share Units (issued under LTIP) 21,121 26,415 18,631

6 unchanged sentences

We have not capitalized any share-based compensation costs as part of the cost of an asset in any of the periods presented.

A summary of unrecognized compensation cost for unvested shared-based payment awards is as follows:

A summary of unrecognized compensation cost for unvested share-based compensation awards is as follows:

As of June 30, 2025

6 unchanged sentences

Stock Option Plans

Stock Options

A summary of stock options outstanding under our 2004 Stock Option Plan is set forth below.

12 unchanged sentences

Exercise price range $ 25.85 - $ 52.62

Expiration dates 7/5/2024 - 5/06/2031

Expiration dates July 1, 2025 - May 2, 2032

Our stock options generally vest over four years and expire between seven and ten years from the date of the grant.

1 unchanged sentence

The exercise price of all our options is set at an amount that is not less than the closing price of our Common Shares on the NASDAQ on the trading day immediately preceding the applicable grant date.

Tab le of C ontents

We estimate the fair value of stock options using the Black-Scholes option-pricing model or, where appropriate, the Monte Carlo pricing model, consistent with the provisions of ASC Topic 718, “Compensation—Stock Compensation” (Topic 718) and SEC Staff Accounting Bulletin No.

29 unchanged sentences

Average exercise share price $ 26.81 $ 36.55 $ 31.13

Performance Options

During the year ended June 30, 2024, we did not grant performance options (year ended June 30, 2023 and 2022— 1,000,000 and nil performance options, respectively).

For the periods in which performance options were granted, as indicated, the weighted-average fair value of performance options and weighted-average assumptions estimated under the Monte Carlo pricing model were as follows:

Performance Stock Options

During the year ended June 30, 2025, we did not grant performance stock options (year ended June 30, 2024 and 2023— nil and 1,000,000 performance stock options, respectively).

For the period in which performance stock options were granted, as indicated, the weighted-average fair value of performance stock options and weighted-average assumptions estimated under the Monte Carlo pricing model were as follows:

Year Ended June 30,

7 unchanged sentences

Average exercise share price $ — $ — $ 31.89

Summary of Stock Options and Performance Options

Tab le of C ontents

Summary of Stock Options and Performance Stock Options

The aggregate intrinsic value of options exercised during the year ended June 30, 2025 was $ 0.4 million (year ended June 30, 2024 and 2023—$ 7.0 million and $ 1.8 million, respectively).

For the year ended June 30, 2024, cash in the amount of $ 31.4 million was received as the result of the exercise of options granted under share-based payment arrangements (year ended June 30, 2023 and 2022—$ 7.8 million and $ 32.7 million, respectively).

For the year ended June 30, 2025, cash in the amount of $ 3.7 million was received as the result of the exercise of options granted under share-based compensation arrangements (year ended June 30, 2024 and 2023—$ 31.4 million and $ 7.8 million, respectively).

The tax benefit realized by us during the year ended June 30, 2025 from the exercise of options eligible for a tax deduction was $ 0.1 million (year ended June 30, 2024 and 2023—$ 1.5 million and $ 0.3 million, respectively).

4 unchanged sentences

The Performance Conditions for vesting of the outstanding PSUs are based on market conditions or performance-based revenue conditions.

RSUs become vested when an eligible employee remains employed throughout the vesting period.

RSUs are employee service-based awards and vest subject to an eligible employee’s continued employment throughout the applicable vesting period.

For the year ended June 30, 2025, we settled LTIP awards that vested by delivering to eligible participants 350,698 Common Shares that were purchased in the open market at a cost of $ 14.8 million.

4 unchanged sentences

Performance Share Units (Issued Under LTIP)

A summary of activity under our performance share units issued under the LTIP for the year ended June 30, 2024 is as follows:

PSUs (issued under LTIP) vest after three years from the respective date of grants and upon the achievement of Performance Conditions determined at the time of the grant.

A summary of activity under our PSUs issued under the LTIP for the year ended June 30, 2025 is as follows:

Units Weighted-Average

11 unchanged sentences

(1) PSUs are earned based on market or performance conditions and the actual number of PSUs earned, if any, is dependent upon performance and may range from 0 to 200 percent.

Tab le of C ontents

For the periods indicated, the weighted-average fair value of market-based PSUs issued under LTIP, and weighted-average assumptions estimated under the Monte Carlo pricing model were as follows:

15 unchanged sentences

The weighted average fair value of the performance-based PSUs granted was $ 40.14 for the year ended June 30, 2024.

The Company did not grant any performance-based PSUs for the years ended June 30, 2025 and 2023.

Restricted Share Units (Issued Under LTIP)

Beginning in Fiscal 2025, grants of RSUs (issued under LTIP) vest on a straight-line basis over three years from the respective date of grants.

Grants of RSUs (issued under LTIP) prior to Fiscal 2025 vest after three years from the respective date of grants.

A summary of activity under our RSUs issued under the LTIP for the year ended June 30, 2025 is as follows:

18 unchanged sentences

Restricted Share Units (Other)

In addition to the grants made in connection with the LTIP plans discussed above, from time to time, we may grant RSUs to certain employees in accordance with employment and other non-LTIP related agreements.

RSUs (other) vest over a specified contract date, typically two or three years from the respective date of grants.

In addition to the grants made in connection with the LTIP discussed above, from time to time, we may grant RSUs to certain employees in accordance with employment and other non-LTIP related agreements.

RSUs (other) vest over a specified contract date, typically two or four years from the respective date of grants.

Tab le of C ontents

A summary of activity under our RSUs (other) issued for the year ended June 30, 2025 is as follows:

30 unchanged sentences

1,082,471 $ 30.67 0.42 $ 32,517

118,330 31.03

Settled ( 296,831 ) 29.69

Outstanding at June 30, 2025 (2)

10 unchanged sentences

$ 3,194 $ 1,461 $ 1,565

During the year ended June 30, 2024, we settled no DSUs at a cost of nil (year ended June 30, 2023 and 2022— 30,273 and nil Common Shares, respectively, with a cost of $ 1.1 million and nil , respectively).

Employee Stock Purchase Plan (ESPP)

Our ESPP offers employees the opportunity to purchase our Common Shares at a purchase price discount of 15 %.

During the year ended June 30, 2024, 1,176,466 Common Shares were eligible for issuance to employees enrolled in the ESPP (year ended June 30, 2023 and 2022— 1,089,120 and 931,036 Common Shares, respectively).

During the year ended June 30, 2024, cash in the amount of $ 33.9 million was received from employees relating to the ESPP (year ended June 30, 2023 and 2022—$ 31.0 million and $ 34.5 million, respectively).

During the year ended June 30, 2025, we settled 296,831 DSUs at a cost of $ 7.6 million (year ended June 30, 2024 and 2023— nil and 30,273 Common Shares, respectively, with a cost of nil and $ 1.1 million, respectively).

Tab le of C ontents

NOTE 14— GUARANTEES AND CONTINGENCIES

10 unchanged sentences

See Note 11 “Long-Term Debt” for more details.

(2) For contractual obligations relating to leases and purchase obligations accounted for under ASC Topic 842, see Note 6 “Leases” for more details.

(2) For more details on contractual obligations relating to leases and purchase obligations accounted for under ASC Topic 842, see Note 6 “Leases.”

Guarantees and Indemnifications

12 unchanged sentences

Assuming the utilization of available tax attributes (further described below), we estimate our potential aggregate liability, as of June 30, 2025, in connection with the CRA’s reassessments for Fiscal 2012, Fiscal 2013, Fiscal 2014, Fiscal 2015 and Fiscal 2016, to be limited to penalties, interest and provincial taxes that may be due of approximately $ 86.0 million.

As of June 30, 2024, we have provisionally paid approximately $ 33 million in order to fully preserve our rights to object to the CRA’s audit positions, being the minimum payment required under Canadian legislation while the matter is in dispute.

As of June 30, 2025, we have provisionally paid approximately $ 32.0 million in order to fully preserve our rights to object to the CRA’s audit positions, being the minimum

Tab le of C ontents

payment required under Canadian legislation while the matter is in dispute.

This amount is recorded within Long-term income taxes recoverable on the Consolidated Balance Sheets as of June 30, 2025.

4 unchanged sentences

Even if we are unsuccessful in challenging the CRA's reassessments to increase our taxable income for Fiscal 2012, Fiscal 2013, Fiscal 2014, Fiscal 2015 and Fiscal 2016, we have elective deductions available for those years (including carry-backs from later years) that would offset such increased amounts so that no additional cash tax would be payable, exclusive of any assessed penalties and interest, as described above.

The CRA has audited Fiscal 2017, Fiscal 2018 and Fiscal 2019 on a basis that we strongly disagree with and are contesting.

The CRA has audited Fiscal 2017, Fiscal 2018, Fiscal 2019 and Fiscal 2020 on a basis that we strongly disagree with and are contesting.

The focus of the CRA audit has been the valuation of certain intellectual property and goodwill when one of our subsidiaries continued into Canada from Luxembourg in July 2016.

2 unchanged sentences

Other aspects of CRA’s position for Fiscal 2017 through Fiscal 2020 conflict with the expert valuation prepared by the independent leading accounting and advisory firm that was used to support our original filing position.

The CRA issued notices of reassessment in respect of Fiscal 2017, Fiscal 2018 and Fiscal 2019 on a basis consistent with its proposal to reduce the available depreciable basis of assets in Canada.

On April 19, 2022, we filed our notice of objection regarding the reassessment in respect of Fiscal 2017 and on March 15, 2023, we filed our notice of objection regarding the reassessment in respect of Fiscal 2018.

On December 11, 2023, we filed a notice of objection regarding Fiscal 2019.

The CRA issued notices of reassessment in respect of Fiscal 2017 through Fiscal 2020 on a basis consistent with its proposal to reduce the available depreciable basis of assets in Canada.

We have filed notices of objection to the reassessments for each of these years.

If we are ultimately unsuccessful in defending our position, the estimated impact of the proposed adjustment could result in us recording an income tax expense, with no immediate cash payment, to reduce the stated value of our deferred tax assets of up to approximately $ 470 million.

1 unchanged sentence

We strongly disagree with the CRA’s position for Fiscal 2017 through Fiscal 2020 and intend to vigorously defend our original filing position.

We are not required to provisionally pay any cash amounts to the CRA as a result of the reassessment in respect of Fiscal 2017 through Fiscal 2019 due to the utilization of available tax attributes;

however, to the extent the CRA reassesses subsequent fiscal years on a similar basis, we expect to make certain minimum payments required under Canadian legislation, which may need to be provisionally made starting in Fiscal 2025 while the matter is in dispute.

We are not required to provisionally pay any cash amounts to the CRA as a result of the reassessment in respect of Fiscal 2017 through Fiscal 2019 due to utilization of available tax attributes;

however, for Fiscal 2020 and, to the extent the CRA reassesses subsequent fiscal years on a similar basis, we may be required to make certain minimum payments required under Canadian legislation on a provisional basis while the matter remains in dispute.

We will continue to vigorously contest the adjustments to our taxable income and any penalty and interest assessments, as well as any reduction to the basis of our depreciable property.

1 unchanged sentence

Accordingly, as of the date of this Annual Report on Form 10-K, we have not recorded any accruals in respect of these reassessments or proposed reassessment in our Consolidated Financial Statements.

The CRA is also in preliminary stages of auditing Fiscal 2020.

Carbonite Class Action Complaint

On August 1, 2019, prior to our acquisition of Carbonite Inc.

(Carbonite), a purported stockholder of Carbonite filed a putative class action complaint against Carbonite, its former Chief Executive Officer, Mohamad S.

Ali, and its former Chief

Financial Officer, Anthony Folger, in the United States District Court for the District of Massachusetts captioned Ruben A.

Luna, Individually and on Behalf of All Others Similarly Situated v.

Carbonite, Inc., Mohamad S.

Ali, and Anthony Folger (No.

1:19-cv-11662-LTS) (the Luna Complaint).

The complaint alleges violations of the federal securities laws under Sections 10(b) and 20(a) of the Exchange Act, and Rule 10b-5 promulgated thereunder.

The complaint generally alleges that the defendants made materially false and misleading statements in connection with Carbonite’s Server Backup VM Edition, and seeks, among other things, the designation of the action as a class action, an award of unspecified compensatory damages, costs and expenses, including counsel fees and expert fees, and other relief as the court deems appropriate.

On August 23, 2019, a nearly identical complaint was filed in the same court captioned William Feng, Individually and on Behalf of All Others Similarly Situated v.

Carbonite, Inc., Mohamad S.

Ali, and Anthony Folger (No.

1:19- cv-11808-LTS) (together with the Luna Complaint, the Securities Actions).

On November 21, 2019, the district court consolidated the Securities Actions, appointed a lead plaintiff, and designated a lead counsel.

On January 15, 2020, the lead plaintiff filed a consolidated amended complaint generally making the same allegations and seeking the same relief as the complaint filed on August 1, 2019.

The defendants moved to dismiss the Securities Actions on March 10, 2020.

On October 22, 2020, the district court granted with prejudice the defendants’ motion to dismiss the Securities Actions.

On November 20, 2020, the lead plaintiff filed a notice of appeal to the United States Court of Appeals for the First Circuit.

On December 21, 2021, the United States Court of Appeals for the First Circuit issued a decision reversing and remanding the Securities Actions to the district court for further proceedings.

On July 14, 2023, the district court certified the lead plaintiff’s proposed class, following which the defendants filed a motion for class decertification.

On January 31, 2024 the parties filed a motion for preliminary approval of a settlement to fully resolve the litigation.

On February 1, 2024, the court issued a preliminary approval order and on May 15, 2024, the court issued a final approval order for the settlement and dismissal of the case with prejudice.

The settlement was substantially paid from insurance coverage, with any remaining amount not covered by insurance being immaterial to the Company.

All defendants denied the merit of the claims alleged in the case and the final settlement does not reflect any admission of fault, wrongdoing, or liability as to any defendant.

Other Matters

1 unchanged sentence

NOTE 15— INCOME TAXES

Our effective tax rate represents the net effect of the mix of income earned in various tax jurisdictions that are subject to a wide range of income tax rates.

The effective tax rate increased to a provision of 36.2 % for the year ended June 30, 2024, compared to a provision of 32.0 % for the year ended June 30, 2023.

Tax expense increased from $ 70.8 million during the year ended June 30, 2023 to $ 264.0 million during the year ended June 30, 2024.

The increase in the effective tax rate was driven by an increase in valuation allowance, the impact of internal reorganizations and the AMC Divestiture, and U.S.

Base Erosion and Anti-Abuse Tax (BEAT), partially offset by tax credits and change in undistributed earnings.

The tax rate for the year ended June 30, 2023 varied from the statutory rate due to withholding taxes, changes in valuation allowance, permanent differences related to foreign source income inclusions, and the impact of internal reorganizations, partially offset by tax credits and permanent differences related to preferential tax treatment of the mark-to-market gains on derivatives.

The Company’s effective tax rate represents the net effect of the mix of income earned in various tax jurisdictions that are subject to a wide range of income tax rates.

Tab le of C ontents

A reconciliation of the combined Canadian federal and provincial income tax rate with our effective income tax rate is as follows:

5 unchanged sentences

Change in valuation allowance (1)

( 4,040 ) 71,328 16,218

Effect of permanent differences 24,908 11,864 17,281

Effect of changes in unrecognized tax benefits (2)

( 32,387 ) ( 4,570 ) 857

Effect of withholding taxes 7,479 18,680 12,464

Effect of tax credits (3)

( 55,656 ) ( 84,244 ) ( 45,596 )

Effect of accrual for undistributed earnings 4,072 ( 12,421 ) 5,804

1 unchanged sentence

— 17,927 6,854

Difference in tax filing positions from provision (4)

( 37,053 ) ( 2,661 ) ( 621 )

Impact of internal reorganizations (5)

5,037 59,761 8,822

Other items 15,171 13,423 7,533

Provision for income taxes $ 46,005 $ 264,012 $ 70,767

______________________

(1) The decrease in valuation allowance in Fiscal 2025 relates to the recognition of assets previously not recognized as compared to the increase in valuation allowance in Fiscal 2024 due to assets no longer meeting the recognition criteria as a result of the AMC Divestiture.

(2) Fiscal 2025 benefit primarily relates to statute of limitation expirations as compared to Fiscal 2024.

(3) The change in foreign tax credits and U.S.

BEAT in Fiscal 2025, compared to Fiscal 2024, is primarily driven by the AMC Divestiture.

(4) The benefit in the current year is related to book to tax filing adjustments for Fiscal 2024 and prior years.

(5) The impact of internal reorganizations in Fiscal 2025 is primarily related to legal entity rationalization activity, as compared to Fiscal 2024 in which significant gains from the AMC Divestiture were recognized.

The following is a geographical breakdown of income before the provision for income taxes:

4 unchanged sentences

Income before income taxes $ 482,071 $ 729,296 $ 221,333

Tab le of C ontents

The provision for (recovery of) income taxes consisted of the following:

44 unchanged sentences

In addition, investment tax credits of $ 88.5 million will expire between 2028 and 2045.

Tab le of C ontents

We believe that sufficient uncertainty exists regarding the realization of certain deferred tax assets that a valuation allowance is required.

1 unchanged sentence

As of June 30, 2025 and 2024, the Company had a valuation allowance on its domestic and foreign deferred tax assets of $ 651.8 million and $ 662.7 million, respectively.

The balance at June 30, 2024 consisted of $ 8.8 million and $ 653.9 million against the Company’s domestic and foreign deferred tax assets, respectively, which, the Company believes, are more likely than not to be utilized in future years.

The valuation allowance increased in Fiscal 2024 by $ 56.8 million primarily related to interest carryovers and losses that cannot be benefited.

The balance as of June 30, 2025 consisted of $ 9.8 million and $ 642.0 million against the Company’s domestic and foreign deferred tax assets, respectively, which, the Company believes, are not more likely than not to be utilized in future years.

The valuation allowance decreased in Fiscal 2025 by $ 10.9 million primarily related to utilization of interest carryovers and expiration of net operating loss carryovers.

The aggregate changes in the balance of our gross unrecognized tax benefits (including interest and penalties) were as follows:

12 unchanged sentences

Unrecognized tax benefits as of June 30, 2025

______________________

(1) The increase in unrecognized tax benefits is primarily driven by the assumption of unrecognized tax benefits related to the Micro Focus Acquisition.

Included in the above tabular reconciliation are unrecognized tax benefits of $ 56.0 million as of June 30, 2025 (June 30, 2024—$ 63.0 million) relating to tax attributes in which the unrecognized tax benefit has been recorded as a reduction to the deferred tax asset.

1 unchanged sentence

We recognize interest expense and penalties related to income tax matters in income tax expense.

For the year ended June 30, 2024, 2023 and 2022, respectively, we recognized the following amounts as income tax-related interest expense and penalties:

For the year ended June 30, 2025, 2024 and 2023, respectively, we recognized the following amounts on uncertain tax positions as income tax-related interest expense and penalties:

Year Ended June 30,

14 unchanged sentences

Our four most significant tax jurisdictions are Canada, the United States, the United Kingdom and Germany.

Our tax filings remain subject to audits by applicable tax authorities for a certain length of time following the tax year to which those filings relate.

Our tax filings remain subject to audits by

Tab le of C ontents

applicable tax authorities for a certain length of time following the tax year to which those filings relate.

We currently have income tax audits open in Canada, the United States, the United Kingdom, Germany and other immaterial jurisdictions.

8 unchanged sentences

For more information relating to certain income tax audits, refer to Note 14 “Guarantees and Contingencies.”

As of June 30, 2024, we have recognized a provision of $ 15.9 million (June 30, 2023—$ 28.3 million) in respect of deferred income tax liabilities for temporary differences related to the undistributed earnings of certain non-United States subsidiaries and planned periodic repatriations from certain German subsidiaries, that will be subject to withholding taxes upon distribution.

On July 4, 2025, the One Big Beautiful Bill Act (the OBBBA) was enacted, introducing amendments to U.S.

tax laws with various effective dates.

Key income tax-related provisions of the OBBBA include provisions related to bonus depreciation, research and development expenditures, interest expense deductibility, and revisions to international tax regimes.

The Company is currently assessing the future implications of these tax law changes.

As of June 30, 2025, we have recognized a deferred income tax liability of $ 20.0 million (June 30, 2024—$ 15.9 million) on taxable temporary differences related to the undistributed earnings of certain non-United States subsidiaries and planned periodic repatriations from certain German subsidiaries, that will be subject to withholding taxes upon distribution.

We have not provided for additional foreign withholding taxes or deferred income tax liabilities related to undistributed earnings of all other non-Canadian subsidiaries, since such earnings are considered permanently invested in those subsidiaries or are not subject to withholding taxes.

1 unchanged sentence

State Aid Matter

In April 2019, the European Commission published its final decision on its State Aid investigation into the UK’s “Financing Company Partial Exemption” legislation and concluded that part of the legislation was in breach of EU State Aid rules.

The UK government and certain UK-based international companies, supported by Micro Focus, appealed to the General Court of the Court of Justice of the European Union (General Court of the CJEU) against the decision.

In February 2021, Micro Focus received and settled GBP denominated State Aid charging notices issued by HM Revenue and Customs, following the requirement for the UK government to start collection proceedings.

As a result, Micro Focus recorded a long-term income tax receivable of $ 44.1 million.

This reflects the payment that was made following the final decision published by the European Commission on its State Aid investigation into the UK’s ‘Financing Company Partial Exemption’ legislation.

Based on management’s assessment of the value of the underlying tax benefit under dispute, and as supported by external professional advice, Micro Focus believed they had no liability in respect of these matters and therefore no tax charge was recorded.

On June 8, 2022, the General Court of the CJEU found in favor of the European Commission’s decision that the UK’s ‘Financing Company Partial Exemption’ legislation is in breach of EU State Aid rules.

The UK Government and UK-based international companies, supported by Micro Focus, lodged an appeal against the judgement with the CJEU.

On April 11, 2024, the CJEU Advocate General (AG) issued an Opinion proposing that the CJEU should (i) set aside the General Court decision of June 8, 2022, (ii) annul the Commission Decision of April 2, 2019, and (iii) order the European Commission to pay the costs of the appeals.

While this decision is not binding on the Court, and it is possible that the Court forms a different view to the AG, Court decisions do in most cases follow AG opinions.

The AG decision is therefore considered as positively impacting the collectability of this income tax recoverable.

Furthermore, the Court has now confirmed that its decision will be handed down on September 19, 2024.

Micro Focus previously received and settled State Aid charging notices from HM Revenue and Customs (including historic interest).

Although the Court decision is due within the period ending June 30, 2025, the timing of the refund is uncertain and therefore the income tax recoverable has continued to be treated as long term and recognized as part of non-current tangible assets as of June 30, 2024.

As of June 30, 2024, the Company had a long-term income tax receivable related to the payment it made in regard to a State Aid charging notice it received as a result of the European Commission’s final decision on its State Aid investigation into the UK’s “Financing Company Partial Exemption” legislation where it concluded that part of the legislation was in breach of the EU State Aid rules.

Micro Focus, along with the UK government and certain other UK-based international companies, appealed the decision to the General Court of the Court of Justice of the European Union (CJEU).

The CJEU’s judgment was handed down on September 19, 2024.

The CJEU broadly followed the Advocate General’s opinion, setting aside the judgment of the General Court and annulling the Commission’s ruling.

As a result, a refund of the State Aid charging notice, in the amount of $ 43.8 million plus interest of $ 4.0 million, was received in March 2025.

NOTE 16— FAIR VALUE MEASUREMENT

9 unchanged sentences

• Level 2—inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Tab le of C ontents

• Level 3—inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability.

35 unchanged sentences

During the year ended June 30, 2025 and 2024, respectively, we did not have any transfers between Level 1, Level 2 or Level 3.

Tab le of C ontents

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

10 unchanged sentences

The cross currency swaps are comprised of 5-year EUR/USD cross currency swaps with a notional amount of € 690 million and 7-year EUR/USD cross currency swaps with a notional amount of € 690 million.

On January 7, 2025, we terminated certain of our outstanding 5-year EUR/USD cross currency swaps with an aggregate notional amount of € 138 million and made a termination payment of approximately $ 10.4 million on January 9, 2025.

These instruments were entered into as economic hedges to mitigate foreign currency risks associated with the Micro Focus Acquisition.

The instruments did not initially qualify for hedge accounting at the time they were entered into.

In connection with the closing of the Micro Focus Acquisition, the deal-contingent forward and non-contingent forward contracts were settled and we designated the 7-year EUR/USD cross currency swaps as net investment hedges (see further details below).

In connection with the closing of the Micro Focus Acquisition, the deal-contingent forward and non-deal contingent forward contracts were settled, and we designated the 7-year EUR/USD cross currency swaps as net investment hedges (see further details below).

The 5-year EUR/USD cross currency swaps are non-designated and are measured at fair value with changes to fair value being recognized in the Consolidated Statements of Income within Other income (expense), net.

6 unchanged sentences

The fair value of these excluded components will be amortized over the life of the hedging instruments within Interest and other related expense, net within the Consolidated Statements of Income.

Additionally, we will record the cash flows related to the periodic interest settlements on the 7-year EUR/USD cross currency swaps within the investing activities section of the Consolidated Statements of Cash

Any gains or losses recognized upon settlement of the cross currency swaps will be recorded within the investing activities section of the Consolidated Statements of Cash Flows.

5 unchanged sentences

We have designated these transactions as cash flow hedges of forecasted transactions under Topic 815.

As the critical terms of the hedging instrument and of the entire hedged forecasted transaction are the same, in accordance with Topic 815, we have been able to conclude that changes in fair value or cash flows attributable to the risk being hedged are expected to completely offset at inception and on an ongoing basis.

Accordingly, quarterly unrealized gains or losses on the effective portion of these forward contracts have been included within Other comprehensive loss, net within the Consolidated Statements of Comprehensive Income.

As of June 30, 2024, the fair value of the contracts is recorded within Accounts payable and accrued liabilities within the Consolidated Balance Sheets and represents the net loss before tax effect that is expected to be reclassified from accumulated other comprehensive income (loss) into earnings with the next twelve months.

As the critical terms of the hedging instrument and of the entire hedged forecasted transaction are the same, in accordance with Topic 815, we

Tab le of C ontents

have been able to conclude that changes in fair value or cash flows attributable to the risk being hedged are expected to completely offset at inception and on an ongoing basis.

Accordingly, quarterly unrealized gains or losses on the effective portion of these forward contracts have been included within Other comprehensive income (loss), net within the Consolidated Statements of Comprehensive Income.

As of June 30, 2025, the fair value of the contracts is recorded within Prepaid expenses and other current assets within the Consolidated Balance Sheets and represents the net gain before tax effect that is expected to be reclassified from accumulated other comprehensive income (loss) into earnings within the next twelve months.

As of June 30, 2025, the notional amount of forward contracts we held to sell U.S.

15 unchanged sentences

Total derivatives $ 2,984 $ ( 275,810 ) $ 2,127 $ ( 159,234 )

The effects of gains (losses) from derivative instruments on our Consolidated Statements of Comprehensive Income is as follows:

Tab le of C ontents

The effects of gains (losses) from derivative instruments on our Consolidated Statements of Income is as follows:

Year Ended June 30,

18 unchanged sentences

NOTE 18— SPECIAL CHARGES (RECOVERIES)

Special charges (recoveries) include costs and recoveries that relate to certain restructuring initiatives that we have undertaken from time to time under our various restructuring plans, as well as acquisition-related costs and other charges.

Year Ended June 30,

2025 2024 2023

Business Optimization Plan $ 127,924 $ — $ —

Micro Focus Acquisition Restructuring Plan 1,549 74,267 72,284

Fiscal 2022 Restructuring Plan 340 6,744 25,778

Other historical restructuring plans ( 790 ) ( 253 ) 5,116

Divestiture-related costs

4,780 46,640 —

Acquisition-related costs 2,311 2,036 48,941

1 unchanged sentence

Total $ 145,890 $ 135,305 $ 169,159

Micro Focus Acquisition Restructuring Plan

During the third quarter of Fiscal 2023, as part of the Micro Focus Acquisition, we made a strategic decision to implement restructuring activities to reduce our overall workforce and further reduce our real estate footprint around the world (Micro Focus Acquisition Restructuring Plan).

The Micro Focus Acquisition Restructuring Plan charges relate to facility costs and workforce reductions.

Facility costs include the accelerated amortization associated with the abandonment of right of use assets, the write-off of property and equipment and other related variable lease and exit costs.

Tab le of C ontents

Business Optimization Plan

During the first quarter of Fiscal 2025, we made a strategic decision to align the Company’s workforce to support its growth and innovation plans (the Business Optimization Plan).

The Business Optimization Plan charges relate to facility costs and workforce reductions.

During the fourth quarter of Fiscal 2025, the Board approved an expansion of the Business Optimization Plan to complete strategic initiatives, integration and simplification following the Micro Focus acquisition, AMC Divestiture and other growth and innovation plans including the deployment of AI and automation.

This expansion includes costs associated with workforce reduction due to automation, centralization and simplification, and corresponding facility costs related to a reduction of our real estate footprint globally.

These charges require management to make certain judgments and estimates regarding the amount and timing of restructuring charges or recoveries.

1 unchanged sentence

On a quarterly basis, we conduct an evaluation of the related liabilities and expenses and revise our assumptions and estimates as appropriate.

During the year ended June 30, 2024, we recognized costs of $ 36.4 million related to abandoned office spaces that have been early terminated or assigned to a third party, of which $ 19.2 million was related to the write-off of right of use assets, and $ 3.5 million in charges associated with the write-off of property and equipment as part of the Micro Focus Acquisition Restructuring Plan.

Since the inception of the Micro Focus Acquisition Restructuring Plan, $ 146.6 million has been recorded within Special charges (recoveries) within the Consolidated Statements of Income to date.

We do not expect to incur any further significant charges relating to the Micro Focus Acquisition Restructuring Plan.

A reconciliation of the beginning and ending restructuring liability, which is included within Accounts payable and accrued liabilities in our Consolidated Balance Sheets, for the year ended June 30, 2024 is shown below.

Micro Focus Acquisition Restructuring Plan Workforce reduction Facility charges Total

As of June 30, 2025, we expect total costs to be incurred in connection with the Business Optimization Plan to be approximately $ 260.0 million, of which $ 127.9 million was recorded within Special charges (recoveries) within the Consolidated Statements of Income.

The entire Business Optimization Plan is expected to be substantially completed by the second quarter of Fiscal 2027.

A reconciliation of the beginning and ending restructuring liability for the Business Optimization Plan, which is included within Accounts payable and accrued liabilities in our Consolidated Balance Sheets, for the year ended June 30, 2025 is shown below.

Business Optimization Plan

Workforce reduction Facility charges Total

Balance payable as of June 30, 2024

$ 25,816 $ 7,276 $ 33,092

Accruals and adjustments 113,000 6,113 119,113

3 unchanged sentences

$ 48,283 $ 2,846 $ 51,129

Fiscal 2022 Restructuring Plan

During the third quarter of Fiscal 2022, as part of our return to office planning, we made a strategic decision to implement restructuring activities to streamline our operations and further reduce our real estate footprint around the world (Fiscal 2022 Restructuring Plan).

The Fiscal 2022 Restructuring Plan charges relate to facility costs and workforce reductions.

Micro Focus Acquisition Restructuring Plan

The Micro Focus Acquisition Restructuring Plan charges relate to facility costs and workforce reductions.

Facility costs include the accelerated amortization associated with the abandonment of right of use assets, the write-off of property and equipment and other related variable lease and exit costs.

2 unchanged sentences

On a quarterly basis, we conduct an evaluation of the related liabilities and expenses and revise our assumptions and estimates as appropriate.

During the year ended June 30, 2024, we recognized costs of $ 0.5 million related to abandoned office spaces that have been early terminated or assigned to a third party, of which $ 0.1 million was related to the write-off of right of use assets.

Since the inception of the Fiscal 2022 Restructuring Plan, $ 32.9 million has been recorded within Special charges (recoveries) in our Consolidated Financial Statements to date.

We do not expect to incur any further significant charges relating to the Fiscal 2022 Restructuring Plan.

Fiscal 2022 Restructuring Plan Workforce reduction Facility charges Total

Balance payable as of June 30, 2022

$ 989 $ 5,410 $ 6,399

Accruals and adjustments 3,729 1,387 5,116

Cash payments ( 4,212 ) ( 3,199 ) ( 7,411 )

Foreign exchange and other non-cash adjustments ( 9 ) ( 290 ) ( 299 )

Since the inception of the Micro Focus Acquisition Restructuring Plan, $ 148.1 million has been recorded within Special charges (recoveries) within the Consolidated Statements of Income to date.

We do not expect to incur any further significant charges relating to the Micro Focus Acquisition Restructuring Plan.

A reconciliation of the beginning and ending restructuring liability for the Micro Focus Acquisition Restructuring Plan, which is included within Accounts payable and accrued liabilities in our Consolidated Balance Sheets, for the year ended June 30, 2025 is shown below.

Micro Focus Acquisition Restructuring Plan Workforce reduction Facility charges Total

Balance payable as of June 30, 2024

5 unchanged sentences

$ 1,170 $ 7,425 $ 8,595

Tab le of C ontents

Divestiture-related costs

Divestiture-related costs, recorded within Special charges (recoveries), include the direct costs related to the AMC Divestiture.

For the year ended June 30, 2024, divestiture-related costs were $ 46.6 million (year ended June 30, 2023 and 2022— nil ) .

For the year ended June 30, 2025, divestiture-related costs were $ 4.8 million (year ended June 30, 2024 and 2023—$ 46.6 million and nil , respectively).

Acquisition-related costs

2 unchanged sentences

Other charges (recoveries)

For the year ended June 30, 2025, Other charges (recoveries) includes $ 10.3 million of other miscellaneous charges, primarily associated with the Micro Focus Acquisition.

For the year ended June 30, 2024, Other charges (recoveries) includes $ 5.5 million of compensation related charges and $ 5.8 million of other miscellaneous charges, both associated with the Micro Focus Acquisition along with $ 1.3 million related to pre-acquisition equity incentives of Zix, which upon acquisition were replaced by equivalent value cash settlements (see Note 19 “Acquisitions and Divestitures” for more details).

For the year ended June 30, 2023, Other charges (recoveries) includes $ 23.0 million of severance charges, $ 11.8 million of other miscellaneous charges, both associated with the Micro Focus Acquisition and $ 8.3 million related to pre-acquisition equity incentives of Zix, which upon acquisition were replaced by equivalent value cash settlements (see Note 19 “Acquisitions and Divestitures” for more details).

For the year ended June 30, 2022, Other charges (recoveries) includes $ 15.4 million related to pre-acquisition equity incentives of Zix, which upon acquisition were replaced by equivalent value cash settlements (see Note 19 “Acquisitions and Divestitures”) and $ 2.7 million relating to other miscellaneous charges.

NOTE 19— ACQUISITIONS AND DIVESTITURES

Fiscal 2024 Divestitures

Fiscal 2024 Divestiture

Divestiture of AMC Business

1 unchanged sentence

The results of the AMC business were recorded and presented within our Consolidated Financial Statements during Fiscal 2024 for the period of July 1, 2023 through April 30, 2024.

In connection with the sale, a gain of $ 429.1 million was recorded in Other income (expense), net within the Company’s Consolidated Statements of Comprehensive Income for the year ended June 30, 2024.

The Company determined that the AMC business did not constitute a component, as its operations and cash flows cannot be clearly distinguished from the rest of the Company’s operations and cash flows due to significant shared costs, therefore, the transaction did not meet the discontinued operations criteria, and the results of operations from the AMC business are presented within Income from operations in our Consolidated Statements of Income.

The Company used the net proceeds from the transaction to prepay in full the outstanding principal balances of the Term Loan B and prepay a portion of the outstanding principal balance of the Acquisition Term Loan, as further described in Note 11 “Long-Term Debt.” The Company has also agreed to provide certain transition services to Rocket Software following completion of the divestiture for up to 24 months, which are included in financing activities on the Consolidated Statements of Cash Flows.

In connection with the sale, a gain of $ 429.1 million was recorded in Other income (expense), net within our Consolidated Statements of Income for the year ended June 30, 2024.

During the quarter ended December 31, 2024, working capital and other adjustments were finalized, which resulted in a payment of $ 11.7 million, and a decrease to the gain on the AMC Divestiture by $ 4.2 million.

The Company used the net proceeds from the transaction to prepay in full the outstanding principal balances of the Term Loan B and prepay a portion of the outstanding principal balance of the Acquisition Term Loan, as further described in Note 11 “Long-Term Debt.” The Company also agreed to provide certain transition services to Rocket Software following the completion of the divestiture for up to 24 months after the closing date of May 1, 2024, which are included in financing activities on the Consolidated Statements of Cash Flows.

These transition service costs are reimbursable by Rocket Software.

For Fiscal 2025, we billed Rocket Software $ 31.6 million under the Transition Services Agreement.

The transition services were completed as of June 30, 2025.

Tab le of C ontents

The finalization of working capital and other adjustments during the quarter ended

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures