OPEN TEXT CORP 10-K

Item 9A. Controls and Procedures (A) Evaluation of Disclosure Controls and Procedures 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, 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 Our management is responsible for establishing and maintaining adequate internal control over financial reporting (ICFR), as such term is defined in Exchange Act Rule 13a-15(f). ICFR is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with generally accepted accounting principles. ICFR includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with the authorizations of our management and our directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements. Our management assessed our ICFR as of June 30, 2025, the end of our most recent fiscal year. In making our assessment, our management used the criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the results of our evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our ICFR was effective as of June 30, 2025. The results of our management’s assessment were reviewed with our Audit Committee and the conclusion that our ICFR was effective as of June 30, 2025 has been audited by KPMG LLP, our independent registered public accounting firm, as stated in their report which is included in Part IV, Item 15 of this Annual Report. Our management, including the Chief Executive Officer and Chief Financial Officer, do not expect that our disclosure controls or our ICFR will prevent or detect all error or all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error. 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 87 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. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. (C) Attestation Report of the Independent Registered Public Accounting Firm KPMG LLP, our independent registered public accounting firm, has issued a report under Public Company Accounting Oversight Board Auditing Standards AS 2201 on the effectiveness of our ICFR. See Part IV, Item 15 of this Annual Report on Form 10-K. (D) Changes in Internal Control over Financial Reporting (ICFR) Based on the evaluation completed by our management, in which our Chief Executive Officer and Chief Financial Officer participated, our management has concluded that there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the fiscal quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information Rule 10b5-1 Trading Plans During the three months ended June 30, 2025, none of our officers or directors adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any “non-10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not Applicable. 88 Tab le of C ontents Part III Item 10. Directors, Executive Officers and Corporate Governance The following table sets forth certain information as to our directors and executive officers as of August 1, 2025. Name Age Office and Position Currently Held With Company Mark J. Barrenechea 60 Vice Chair, Chief Executive Officer and Chief Technology Officer, Director Paul Duggan 50 President, Chief Customer Officer Todd Cione 55 President, Worldwide Sales Michael Acedo 44 Executive Vice President, Chief Legal Officer & Corporate Secretary Cosmin Balota (5) 51 Senior Vice President, Chief Accounting Officer Shannon Bell 50 Executive Vice President, Chief Digital 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 Brian Sweeney 61 Executive Vice President, Chief Human Resources Officer Chadwick Westlake (4) 46 Executive Vice President, Chief Financial Officer P. Thomas Jenkins 65 Chair of the Board Randy Fowlie (2)(3) 65 Director Major General David Fraser (1)(3) 68 Director Robert Hau (2) 59 Director Goldy Hyder (1) 58 Director Kristen Ludgate 62 Director Fletcher Previn 51 Director Annette Rippert (1) 60 Director Stephen J. Sadler 74 Director Katharine B. Stevenson (2) 63 Director Deborah Weinstein (2)(3) 65 Director ______________________ (1) Member of the Talent and Compensation Committee. (2) Member of the Audit Committee. (3) Member of the Corporate Governance and Nominating Committee. (4) Mr. 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. Mark J. Barrenechea Mr. Barrenechea joined OpenText in January 2012 as the President and Chief Executive Officer. In January 2016, Mr. Barrenechea took on the role of Chief Technology Officer, while remaining the Company’s Chief Executive Officer. In September 2017, Mr. Barrenechea was appointed Vice Chair, in addition to remaining the Chief Executive Officer and Chief Technology Officer. Before joining OpenText, Mr. Barrenechea was President and Chief Executive Officer of Silicon Graphics International Corporation (SGI), where he also served as a member of the Board. During Mr. Barrenechea’s tenure at SGI, he led strategy and execution, which included transformative acquisition of assets, as well as penetrating diverse new markets and geographic regions. Mr. Barrenechea also served as a director of SGI from 2006 to 2012. Prior to SGI, Mr. Barrenechea served as Executive Vice President and CTO for CA, Inc. (CA), (formerly Computer Associates International, Inc.) from 2003 to 2006 and was a member of the executive management team. Before going to CA, Mr. Barrenechea was the Senior Vice President of Applications Development at Oracle Corporation from 1997 to 2003, managing a multi-thousand person global team while serving as a member of the executive management team. From 1994 to 1997, Mr. Barrenechea served as Vice President of Development at Scopus, a software applications company. Prior to Scopus, Mr. 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. Mr. Barrenechea serves as a member of the Board and Audit Committee Chair of Dick’s Sporting Goods and is also 89 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. Mr. 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. Mr. Barrenechea has authored several books including The Intelligent and Connected Enterprise, The Golden Age of Innovation, Digital Manufacturing, Digital Financial Services, On Digital, Digital: Disrupt or Die, eGovernment or Out of Government, Enterprise Information Management: The Next Generation of Enterprise Software, Versant . He has also written a number of whitepapers, such as The Resilient Organization: COVID-19 and New Ways to Work, The Cloud: Destination for Innovation, Security: Creating Trust in a Zero Trust World and The Information Advantage . Paul Duggan Mr. Duggan has served as President, Chief Customer Officer since January 2023. Prior to this role, Mr. Duggan served as Executive Vice President, Worldwide Renewals from July 2021 to January 2023 and as Senior Vice President, Revenue Operations from January 2017 to July 2021. He is responsible for operations across sales, professional services, business networks and customer support. Prior to joining OpenText, Mr. Duggan held various roles at Oracle Corporation, including Group Vice President of Support Renewal Sales, North America from December 1999 to January 2017. Previously, Mr. Duggan served on the advisory board for the Technology Services Industry Association from 2016 to 2017. He has completed executive leadership programs at the University of Michigan Ross School of Business and IESE Business School in Barcelona, Spain. Todd Cione Mr. Cione joined OpenText as the President of OpenText Worldwide Sales in April 2024. Mr. Cione is responsible for global go-to-market strategy, sales, and revenue growth. This includes Enterprise Sales, International Sales, Cybersecurity Sales, and Sales Operations. Mr. Cione is a veteran business executive with more than 30 years of global experience in sales, alliance partnerships, marketing, customer success, and operations at large multi-national technology organizations. Prior to joining OpenText, Mr. Cione was Chief Revenue Officer (CRO) for Teradata Corporation. At Teradata, Mr. Cione was responsible for the company’s global go-to-market strategy and commercial execution, including worldwide sales, partner alliances, technical architecture, and revenue operations functions. Prior to Teradata, Mr. Cione served as Head of U.S. Enterprise Accounts at Apple Inc., as SVP of Oracle Digital North America Applications, and as Chief Revenue Officer of Rackspace Technology, Inc. Additionally, he spent 15 years at Microsoft Corporation, where he held roles of increasing responsibility in the U.S. and Asia, including General Manager, Asia Pacific Region Marketing & Operations and Managing Director, Asia Pacific Region Enterprise, Partner, & Services Sales. Mr. Cione holds a degree from Baylor University with continuing executive education at INSEAD, Harvard, and PIVOT Leadership Group. He serves on several boards, including Canonical Ltd. 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. Michael Acedo Mr. Acedo was appointed Chief Legal Officer and Corporate Secretary in January 2022, and became Executive Vice President, Chief Legal Officer and Corporate Secretary in August 2022. Since joining OpenText in 2014, Mr. 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. Mr. 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. Acedo practiced corporate and securities law, with a concentration on international capital markets and merger and acquisitions transactions, at the global law firm, Skadden, Arps, Slate, Meagher & Flom LLP. Mr. Acedo holds a Law Degree from The University of Western Ontario, Canada (including Law exchange at Hong Kong University) and a B.A. (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. 90 Tab le of C ontents Cosmin Balota Mr. Balota has served as the Company’s Senior Vice President and Chief Accounting Officer since December 2022. Prior to this, Mr. Balota served as Vice President, Accounting and Reporting from August 2020 to December 2022 and Vice President, Corporate Accounting from January 2019 to August 2020. Mr. Balota has over 30 years of experience in various U.S., Canadian and international finance and accounting roles where he has been responsible for external reporting, corporate accounting, controllership, mergers & acquisitions, and financial planning & analysis. Prior to joining OpenText, Mr. Balota served as Vice President, Corporate Finance at Enercare Inc. from January 2017 to December 2018, along with other finance leadership positions from April 2012 to January 2017. He also held various increasingly senior finance, accounting, and audit positions from October 1998 to April 2012 at Expedia Group, The Globe and Mail, and Deloitte. Mr. Balota is a Chartered Professional Accountant (CPA, CA) in Canada and holds a Bachelor of Arts (Honours) degree in Chartered Accountancy Studies and a Master of Accounting degree from The University of Waterloo. Shannon Bell Ms. Bell joined OpenText as the Executive Vice President and Chief Digital Officer in September 2023. Ms. Bell is responsible for all our IT and digital systems, data platforms, networks and communications, commercial and corporate cloud operations, as well as our security and compliance. Ms. Bell has over 25 years of experience driving technology transformations and delivering innovative solutions to the market. Prior to joining OpenText, Ms. Bell spent four years at Rogers Communications Inc. where she led all aspects of IT, digital, cloud and data. Prior to Rogers, Ms. Bell spent eight years at Amdocs Limited where she led product and strategy for Digital, Intelligence and BSS. Ms. Bell has also encompassed roles in Canada, the U.S., and Europe with companies including NewStep Networks, MetaSolv Software, Axiom Systems, and Newbridge Networks. Ms. Bell graduated with an MBA from University of Surrey in England. Savinay Berry Mr. 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. Mr. 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. Muhi Majzoub Mr. 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. Mr. Majzoub is responsible for managing product development cycles, global development organization and driving internal operations and development processes. Mr. 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. Majzoub was Senior Vice President of Product Development for CA, Technologies Inc. from June 2004 to July 2010. Mr. Majzoub also worked for several years as Vice President for Product Development at Oracle Corporation from January 1989 to June 2004. Mr. Majzoub attended San Francisco State University. James McGourlay Mr. McGourlay has served as Executive Vice President, International Sales since July 2021. Prior to this, Mr. McGourlay was the Company’s Executive Vice President, Customer Operations from October 2017 to July 2021, Senior Vice President of Global Technical Services from May 2015 to October 2017 and Senior Vice President of Worldwide Customer Service from February 2012 to May 2015. Mr. 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. 91 Tab le of C ontents Sandy Ono Ms. Ono joined OpenText as Executive Vice President and Chief Marketing Officer in January 2022. Ms. Ono is responsible for driving marketing and communications worldwide, from brand to demand, to deliver growth for the Company. Prior to joining OpenText, Ms. Ono was Vice President, Growth Marketing at the Hewlett Packard Enterprise Company from 2015 to 2022 and in the Strategy & Operations practice at Deloitte Consulting LLP from 2003 to 2015. Ms. Ono has a Bachelor’s degree in business administration and rhetoric from UC Berkeley, and her MBA from the Wharton School of Business. Brian Sweeney Mr. Sweeney joined OpenText as Chief Human Resources Officer in October 2018. He has over 25 years of experience as a Human Resource (HR) leader in high growth, global technology businesses, and professional services consulting. He has led organizational growth and transformation initiatives, including international expansion, M&A, global talent management, compensation and benefits, employee engagement, communication and cultural transformation. Prior to joining OpenText, Mr. Sweeney worked at Amgen Inc. from 2003 to 2018, where he served in various HR leadership roles, including Global VP of HR, Head of HR for Global R&D and VP of International Human Resources. Prior to this, Mr. Sweeney worked at Dell Technologies Inc., where he served as Director of Worldwide Compensation and Benefits from 1993 to 1997 and HR Director from 1997 to 2001. From 1989 to 1992, Mr. Sweeney was a Human Resource consultant at AON Hewitt Associates, working across multiple client industry sectors in the practice areas of employee benefits and executive compensation. Earlier in his professional career, Mr. Sweeney worked in corporate sales and sales management for Steelcase, Inc. Mr. Sweeney holds an MBA from the University of Michigan and a Bachelor’s degree in Sociology from Vanderbilt University. Chadwick Westlake Mr. 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. (EQB). During that time, Mr. Westlake led corporate strategy and development, investor relations, treasury, capital markets, core finance, legal and other productivity efforts. Mr. 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. Mr. 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. P. Thomas Jenkins Mr. Jenkins is Chair of the Board of OpenText. From 1994 to 2005, Mr. Jenkins was President, then Chief Executive Officer and then from 2005 to 2013, Chief Strategy Officer of OpenText. Mr. Jenkins has served as a Director of OpenText since 1994 and as its Chairman since 1998. Mr. Jenkins has also served as a board member of Manulife Financial Corporation, Thomson Reuters Inc. and TransAlta Corporation. He was also past Chair of the Ontario Global 100 (OG100), past Canadian Co-Chair of the Atlantik Bruecke and past Chair of the World Wide Web Foundation, a Commissioner of the Tri-Lateral Commission. He was the tenth Chancellor of the University of Waterloo and was the Chair of the National Research Council of Canada (NRC). Mr. Jenkins received an M.B.A. from Schulich School of Business at York University, an M.A.Sc. from the University of Toronto and a B.Eng. & Mgt. from McMaster University. Mr. Jenkins has received honorary doctorates from six universities. He is a member of the Waterloo Region Entrepreneur Hall of Fame, a Companion of the Canadian Business Hall of Fame and recipient of the Ontario Entrepreneur of the Year award, the McMaster Engineering L.W. Shemilt Distinguished Alumni Award and the Schulich School of Business Outstanding Executive Leadership award. He is a Fellow of the Canadian Academy of Engineering (FCAE). Mr. Jenkins was awarded the Canadian Forces Decoration (CD), the Queen’s Diamond Jubilee Medal (QJDM) and the Cross of the Order of Merit of the Federal Republic of Germany. Mr. Jenkins is an Officer of the Order of Canada (OC). Randy Fowlie Mr. Fowlie has served as a director of OpenText since March 1998. From December 2010 to April 2017, Mr. Fowlie was the President and CEO of RDM Corporation, a leading provider of specialized hardware and software solutions in the electronic payment industry. Mr. Fowlie operated a consulting practice from July 2006 to December 2010. 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 92 Tab le of C ontents products for the professional broadcast and video industry. From June 1999 to January 2005, Mr. Fowlie held the position of Chief Operating Officer and Chief Financial Officer of Inscriber Technology Corporation (Inscriber), a software company providing products to the broadcast and video industry. From February 1998 to June 1999, Mr. Fowlie was the Chief Financial Officer of Inscriber. Inscriber was acquired by Leitch in January 2005. Prior to working at Inscriber Mr. Fowlie was a partner with KPMG LLP, Chartered Accountants, where he worked from 1984 to February 1998. Mr. Fowlie received a B.B.A.(Honours) from Wilfrid Laurier University and is a Chartered Professional Accountant. Mr. 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 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. Mr. Fraser is the President of Aegis Six Corporation of Elgin. Mr. Fraser was commissioned as an Infantry Officer following graduation from Carleton University with a Bachelor of Arts in 1980. He served in various command and staff positions in the Princess Patricia’s Canadian Light Infantry from platoon to Division throughout his 30-year career. Most notable, he commanded the NATO coalition in southern Afghanistan in 2006. He is a graduate of the Canadian Forces Command and Staff College in Toronto, holds a Master’s of Management and Policy and is a graduate of the United States Capstone Program (Executive School for generals). His honors and awards including the Commander of Military Merit, the Canadian Meritorious Service Cross, the Meritorious Service Medal, the United States Legion of Honor and Bronze Star (for service in Afghanistan), and leadership recognition awards from the Netherlands, Poland, and NATO. He is the recipient of the Vimy award for contributions to leadership and international affairs and the Atlantic Council Award for international leadership. Upon his departure from the military, Mr. Fraser joined the private sector and, along with his partners, created Blue Goose Pure Foods Ltd. Mr. Fraser joined INKAS® Armored Vehicle Manufacturing as their Chief Operating Officer in 2015 until 2017. In 2016, he founded Aegis Six Corporation, which aims at addressing the needs of capacity building abroad and for the private sector within Canada. Mr. Fraser currently works with the Bank of Montreal on their Canadian Defence Community Banking Program and serves as a director of Antoxa Corp. 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. Mr. 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 . Robert Hau Mr. Hau has served as a director of OpenText since September 2020. He is the Chief Financial Officer and Treasurer at Fiserv, Inc., and provides oversight for all financial functions of the company. Mr. Hau has nearly 30 years of experience in business and financial leadership roles. Prior to joining Fiserv, he was Executive Vice President and Chief Financial Officer of TE Connectivity Ltd. from 2012 to 2016, where he was responsible for developing and implementing financial strategy, as well as creating the financial infrastructure necessary to drive the company’s financial direction, vision and compliance initiatives. Previously, Mr. Hau served as Chief Financial Officer for Lennox International Inc. Mr. Hau also spent 22 years at Honeywell International Inc. in a variety of progressive financial and operations leadership roles, including serving as Chief Financial Officer of its Aerospace Business Group, Specialty Materials Business Group and Aerospace Electronic Systems Unit. Mr. Hau holds a Master’s degree in business administration from the USC Marshall School of Business and a Bachelor’s degree in business administration from Marquette University. Goldy Hyder Mr. Hyder has served as a director of OpenText since December 2023. From October 2018 to present, Mr. Hyder has served as President and Chief Executive Officer of the Business Council of Canada, a non-profit, non-partisan organization composed of the chief executives and entrepreneurs of Canada’s leading companies, whose members collectively employ approximately two million Canadians in every major industry. Mr. Hyder was previously President and Chief Executive Officer of Hill+Knowlton Strategies (Canada), providing strategic communications counsel to the firm’s extensive and diverse client base. Prior to joining Hill+Knowlton, he served as Director of Policy and Chief of Staff to The Right Honourable Joe Clark, former Prime Minister of Canada. Mr. Hyder holds a B.A. and Master’s degree in Public Policy from the University of Calgary. Kristen Ludgate Ms. Ludgate was appointed as a director of OpenText in June 2025. Ms. 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. At HP, Ms. 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 93 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. Ms. Ludgate has a bachelor's degree from Bowdoin College and a J.D. from University of Minnesota Law School. Ms. 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 Mr. 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. In 2024, Mr. 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. Mr. Previn currently serves as a board member of Taylor Morrison Home Corporation. Annette Rippert Ms. Rippert was appointed as a director of OpenText in July 2024. 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. Ms. Rippert serves on the Board of Directors of The Hartford Financial Services Group, Inc., a publicly-traded property and casualty insurer. Ms. Rippert serves as a member of the Northwestern University Board of Trustees. Ms. Rippert holds a Bachelor of Science degree in Computer Science and a Master of Management degree, both from Northwestern University. Stephen J. Sadler Mr. Sadler has served as a director of OpenText since September 1997. From April 2000 to present, Mr. Sadler has served as the Chairman and CEO of Enghouse Systems Limited, a publicly traded software company that provides enterprise software solutions focusing on remote work, contact centers, visual computing and communications for next generation software defined networks. Mr. Sadler was previously Chief Financial Officer, President and Chief Executive Officer of GEAC Computer Corporation Ltd. (GEAC). Prior to Mr. Sadler’s involvement with GEAC, he held executive positions with Phillips Electronics Limited and Loblaws Companies Limited, and was Chairman of Helix Investments (Canada) Inc. Currently, Mr. Sadler is a director of Enghouse Systems Limited. Mr. Sadler has a Business and Security Valuation certificate from Canadian Association of Business Valuators, holds a B.A. Sc. (Honours) in Industrial Engineering and an M.B.A. (Dean’s List) from York University. He is also a Chartered Professional Accountant. Katharine B. Stevenson Ms. Stevenson has served as a director of OpenText since December 2008. She has extensive corporate governance experience, having served on numerous public company and not-for-profit boards in Canada and the U.S. over the past two decades, where she has consistently assumed leadership roles. Ms. 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. Ms. Stevenson has previously served as a director of Capital Power Corporation and CAE Inc. She was previously a financial executive in the telecommunications and banking sectors. Ms. Stevenson holds a B.A. ( Magna Cum Laude ) from Harvard University. She is certified with the professional designation ICD.D. granted by the Institute of Corporate Directors (ICD), which honoured her in June 2025 as a Fellow, reflecting her leadership contributions to corporate governance. Ms. Stevenson received an honorary doctorate from Carleton University and has been named one of the Top 100 Most Powerful Women in Canada. Deborah Weinstein Ms. Weinstein has served as a director of OpenText since December 2009. Ms. Weinstein is a co-founder and partner of LaBarge Weinstein LLP, a business law firm based in Ottawa, Ontario, since 1997. Ms. Weinstein’s legal practice specializes in corporate finance, securities law, mergers and acquisitions and business law representation of public and private companies, primarily in knowledge-based growth industries. Prior to founding LaBarge Weinstein LLP, Ms. Weinstein was a partner of the 94 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. Ms. Weinstein also serves on a number of not-for-profit boards. Ms. Weinstein has been recognized by Martindale-Hubbell (U.S.) with the highest possible rating in both Legal Ability and Ethical Standards. As well LaBarge Weinstein has been recognized by Canadian Lawyer as one of the Top 10 Corporate Boutiques. Ms. Weinstein holds an LL.B. from Osgoode Hall Law School of York University. Involvement in Certain Legal Proceedings None of our directors or executive officers have been involved in any events during the past ten years that would require disclosure under Item 401(f) of Regulation S-K. Audit Committee The Audit Committee currently consists of four directors, Mr. Fowlie (Chair), Mr. Hau, Ms. Stevenson and Ms. Weinstein, all of whom have been determined by the Board of Directors to be independent as that term is defined in NASDAQ Rule 5605(a)(2) and in Rule 10A-3 promulgated by the SEC under the Exchange Act, and within the meaning of our director independence standards and those of any exchange, quotation system or market upon which our securities are traded. The responsibilities, mandate and operation of the Audit Committee are set out in the Audit Committee Charter, a copy of which is available on the Company’s website, investors.opentext.com under the Corporate Governance section. The Board of Directors has determined that Mr. Fowlie qualifies as an “audit committee financial expert” as such term is defined in SEC Regulation S-K, Item 407(d)(5)(ii). Code of Business Conduct and Ethics 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. The Ethics Code also incorporates our expectations of our employees that enable us to provide full, fair, accurate, timely and understandable disclosure in our filings with the SEC and other public communications. The full text of the Ethics Code is published on our web site at investors.opentext.com under the Corporate Governance section. If we make any substantive amendments to the Ethics Code or grant any waiver, including any implicit waiver, from a provision of the Ethics Code to our Chief Executive Officer, Chief Financial Officer or Chief Accounting Officer, we will disclose the nature of the amendment or waiver on our website at investors.opentext.com or on a Current Report on Form 8-K. Board Diversity and Term Limits 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 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. 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. 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. One director has self-identified as a visible minority. No director has identified as a member of aboriginal peoples in Canada. The Company has not set term limits for independent directors because it values the cumulative experience and comprehensive knowledge of the Company that long-serving directors possess. 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 95 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. Diversity in Executive Officer Positions 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. Within North America, 23% of the ELT and SLT members are visible minorities. Insider Trading Policies and Procedures We have adopted an Insider Trading Policy governing the purchase, sale, and/or other dispositions of the Company's securities by directors, officers and employees that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the Company. A copy of our policies and procedures is filed as Exhibit 19.1 to this report. 96 Tab le of C ontents Item 11. Executive Compensation TALENT AND COMPENSATION COMMITTEE REPORT 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 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 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. 97 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. 98 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. Sincerely, The Talent and Compensation Committee David Fraser Goldy Hyder Annette Rippert 99 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 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: • Mark J. Barrenechea — Vice Chair, Chief Executive Officer (CEO) and Chief Technology Officer (CTO) • Todd Cione — President, Worldwide Sales • Paul Duggan — President, Chief Customer Officer • Muhi Majzoub — Executive Vice President, Chief Product Officer • 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 Page Number 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 117 100 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: 1. the level of CEO pay and supplemental off-cycle award grants to our CEO; 2. the STI payout structure for below target achievement; 3. the desire for even greater alignment of executive compensation with shareholder experience; and 4. the composition of our peer group, particularly with respect to the size and scale of certain peer companies used. 101 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. 102 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; and • 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 The Talent and Compensation Committee has responsibility for the oversight of executive compensation within the terms and conditions of our various compensation plans. The Talent and Compensation Committee approves the compensation of our executive officers, except for our CEO, where decisions are approved by the Board without the CEO present. 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 103 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 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, 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. The Board, the Talent and Compensation Committee, and our management employ a set of policies and processes to evaluate the performance of each of our NEOs, which help determine the amount of long-term incentives to award to each NEO. The performance of each of our NEOs, other than our CEO, is assessed by our CEO in his capacity as the direct supervisor of the other NEOs. 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 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. 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 against our peer group. 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. The Talent and Compensation Committee met five times during Fiscal 2025. Management assisted in the coordination and preparation of the meeting agenda and materials for each meeting. The agenda is reviewed and approved by the Chair of the Talent and Compensation Committee. The meeting materials are generally posted and made available to the other Talent and Compensation Committee members and invitees, if any, for review approximately one week in advance of each meeting. Following each meeting, the Talent and Compensation Committee reported items that it, in its determination, considered noteworthy to the Board. 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. 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. 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 NASDAQ standards require compensation committees to have certain responsibilities and authority regarding the retention, oversight and funding of committees’ advisors and perform an evaluation of each advisor’s independence, taking into consideration all factors relevant to that person’s independence from management. Such standards also require that such rights and responsibilities be enumerated in the compensation committee’s charter. While, as a foreign private issuer under the U.S. 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. 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 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 104 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 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 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; and ◦ 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: What We Do P Balance short- and long-term incentives, cash and equity, and fixed and variable pay. P Link a significant amount of target NEO pay to Company performance (at least 80%). P Cap short-term incentive plans at 200% of target. P Use multiple types of equity awards to balance risk and reward. P Use distinct performance metrics in our short-term and long-term incentives. P 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. P Require significant executive stock ownership. P Allow unearned incentive pay to be recaptured under our Clawback Policy (defined below). P Provide only limited perquisites and no supplemental executive retirement plans. P Retain an independent compensation consultant. P Conduct an annual shareholder say-on-pay advisory vote. P Conduct regular and extensive engagement with our shareholders, including an initiative focused specifically on compensation. P Avoid guaranteed base salary increases or a minimum level of vesting for long-term incentives. P Refrain from paying discretionary bonuses. P Provide double-trigger change in control benefits to our NEOs. 105 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: • CEO Pay: 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. ◦ STI : 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 . ◦ LTIP : 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. 106 Tab le of C ontents ◦ STI results based on performance achievements are detailed in the following table: STI Plan Metric Fiscal 2025 Target Fiscal 2025 Actual Results Fiscal 2025 Metrics Achievement % Metric Payout % Worldwide Revenues (1) $5,381 $5,150 96% 85% 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 ( 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. 107 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 (#) (1) Stock Options (#) (1) Performance Stock Options (#) (1)(4) Grant Date Fair Value (Reported $) (2) Actual Value Realizable as of June 30, 2025 ($) (3) 2023 184,770 306,370 1,000,000 $19,779,107 $4,064,447 2024 184,260 272,930 — $12,066,580 $5,380,392 2025 245,390 433,280 — $12,678,343 $7,165,388 Total (Reported vs. Realizable Value) $44,524,030 $16,610,227 ______________________ (1) Number of stock and option awards reported in the Grants of Plan-Based Awards table relating to Fiscal 2023 to Fiscal 2025. PSU awards are reported at target. All option awards granted remain outstanding and have not been exercised for value. (2) 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, as reported in the summary compensation table for the applicable year. (3) Based upon the closing price for the Company’s Common Shares as traded on the NASDAQ on June 30, 2025 of $29.20. (4) In Fiscal 2023, Mr. Barrenechea was granted performance stock options with vesting subject to certain performance conditions. 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, 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 108 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; and • 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. 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 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: 109 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 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% 110 Tab le of C ontents Section VI - Elements of Our Compensation Program We use a combination of fixed and variable compensation to motivate our executive officers to achieve our corporate goals. The basic components of our executive officer compensation program are: • Base salary (fixed); • Short-term cash incentives (variable); and • 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 Fixed Pay Percentage (“Not At Risk”) Short-Term Incentive Percentage (at 100% target) (“At Risk”) Long-Term Incentive Percentage (at 100% target) (“At Risk”) Mark J. Barrenechea 8% 12% 80% Todd Cione 14% 14% 72% Paul Duggan 16% 16% 68% Muhi Majzoub 19% 19% 62% Chadwick Westlake (1) 16% 16% 68% Madhu Ranganathan (1) 15% 17% 68% ______________________ (1) Mr. Westlake’s values are based on annualized target compensation for Fiscal 2025 as Mr. Westlake joined the Company in March 2025. Mr. Westlake is included, and Ms. Ranganathan is excluded from the NEO Pay Mix graphic above. 111 Tab le of C ontents Base Salary 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). 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 Mark J. Barrenechea $950,000 Todd Cione $675,000 Paul Duggan $675,000 Muhi Majzoub $625,000 Chadwick Westlake (1) $190,193 Madhu Ranganathan (2) $648,769 _____________ (1) Mr. Westlake joined the Company in March 2025. In Fiscal 2025, Mr. Westlake’s annualized base salary was CAD $800,000 (US $585,210). (2) Ms. 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. Westlake, participated in our STI plan, which is designed to motivate the achievement of our short-term corporate goals. Mr. Westlake joined the Company in March 2025. See below for the treatment of Mr. 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. Mr. 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 Total Target Award Worldwide Revenues (1) Worldwide Adjusted Operating Income (2) Cloud, Customer Support Revenue and Enterprise PS Bookings (3) Mark J. 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) 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. 112 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. (4) Mr. 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, 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. Objectives (in millions) Fiscal 2025 Threshold Fiscal 2025 Target (1) Fiscal 2025 Maximum Fiscal 2025 Actual Fiscal 2025 % Target Actually Achieved % of Payment per Fiscal 2025 Payout Table Worldwide Revenues $ 4,816 $ 5,381 $ 5,596 $ 5,150 96 % 85 % Worldwide Adjusted Operating Income $ 1,473 $ 1,645 $ 1,695 $ 1,636 99 % 95 % 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 0 - 89% —% 101.0% 125.0% 90 - 91% 40.0% 101.5% 137.5% 92 - 93% 55.0% 102.0% 150.0% 94 - 95% 70.0% 102.5% 162.5% 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 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% 90 - 91% 40.0% 101.0% 133.3% 92 - 93% 55.0% 101.5% 150.0% 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) 113 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. We have set forth below for each NEO the award amount actually paid for Fiscal 2025, and the percentage of target award amount reflected by the actual award paid, broken out by performance measure as follows: Mark J. Barrenechea Performance Measure: Payable at Target Payable at Threshold Actual Payable ($) Actual Payable (% of Target) Worldwide Revenues $ 712,500 $ 285,000 $ 605,625 85 % Worldwide Adjusted Operating Income $ 712,500 $ 285,000 $ 676,875 95 % Total $ 1,425,000 $ 570,000 $ 1,282,500 90 % Todd Cione Performance Measure: Payable at Target Payable at Threshold Actual Payable ($) Actual Payable (% of Target) Worldwide Revenues (1) $ 337,500 $ 135,000 $ 286,875 85 % Worldwide Adjusted Operating Income $ 337,500 $ 135,000 $ 320,625 95 % 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. Paul Duggan Performance Measure: Payable at Target Payable at Threshold Actual Payable ($) Actual Payable (% of Target) 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 % 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. Muhi Majzoub Performance Measure: Payable at Target Payable at Threshold Actual Payable ($) Actual Payable (% of Target) Worldwide Revenues $ 312,500 $ 125,000 $ 265,625 85 % Worldwide Adjusted Operating Income $ 312,500 $ 125,000 $ 296,875 95 % Total $ 625,000 $ 250,000 $ 562,500 90 % Chadwick Westlake Mr. Westlake joined the Company in March 2025. As part of Mr. 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. Westlake’s “at target” payout in Fiscal 2025 was $189,191, based on his annual STI target of $585,210. 114 Tab le of C ontents Madhu Ranganathan Ms. 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 We incentivize our executive officers, including our NEOs, in part, with long-term compensation pursuant to our LTIP. Our LTIP grants represent a significant proportion of our NEOs’ total compensation, and their purpose is two-fold: (i) as a component of a competitive compensation package; and (ii) to align the interests of our NEOs with the interests of our shareholders. 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 peer group for each of our NEOs. Grant amounts consider the desired pay mix, competitive position and internal equity across our NEOs. The program is designed to ensure alignment with our performance over the longer term, with a very high percentage of the long-term incentive being “at risk”. 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 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 occurs in the third year following the determination by the Board that the performance criteria have been met for the rTSR metric. (1) 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. ______________________ (1) The number of PSUs to vest will be based on the Company’s rTSR at the end of a three-year period as compared to the TSR of the constituents of the NASDAQ Composite Index. Once vested, PSUs and RSUs will be settled in either Common Shares or cash, at the discretion of the Board. Once vested, stock options may be exercised for Common Shares. Payouts under LTIP grants: • May be subject to certain limitations in the event of early termination of employment or change in control of the Company; and • 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 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. 115 Tab le of C ontents 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% 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 Mark J. Barrenechea $ 5,000,000 $ 2,500,000 $ 2,500,000 $ 10,000,000 Todd Cione $ 1,750,000 $ 875,000 $ 875,000 $ 3,500,000 Paul Duggan $ 1,500,000 $ 750,000 $ 750,000 $ 3,000,000 Muhi Majzoub $ 1,000,000 $ 500,000 $ 500,000 $ 2,000,000 Chadwick Westlake (1) $ 987,500 $ 493,750 $ 493,750 $ 1,975,000 Madhu Ranganathan $ 1,500,000 $ 750,000 $ 750,000 $ 3,000,000 ______________________ (1) Mr. 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 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. LTIP - RSUs 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. 116 Tab le of C ontents LTIP - Stock Options 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. Section VII - Other Elements of Our Compensation Program Executive Change in Control and Severance Benefits Our severance benefit agreements are designed to provide reasonable compensation to departing senior executive officers under certain circumstances. While we do not believe that the severance benefits would be a determinative factor in a senior executive’s decision to join or remain with the Company, the absence of such benefits, we believe, would present a distinct competitive disadvantage in the market for talented executive officers. Furthermore, we believe that it is important to set forth the benefits payable in triggering circumstances in advance to avoid future disputes or litigation. The severance benefits we offer to our senior executive officers are competitive with similarly situated individuals and companies. We have structured our senior executive officers’ change in control benefits as “double trigger” benefits, meaning that the benefits are paid only in the event of, first, a change in control transaction, and second, a change in relationship between the Company and the senior executive officer within one year after the transaction. These benefits are intended to incentivize our senior executive officers to remain employed with the Company in such a transaction. Perquisites Our NEOs receive a minimal amount of non-cash compensation in the form of executive perquisites. To remain competitive in the marketplace, our NEOs are entitled to some limited benefits that are not otherwise available to all our employees, including: • An annual executive medical physical examination; and • 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 We provide various employee benefit programs on the same terms to all employees, including our NEOs, such as, but not limited to: • Medical health insurance; • Dental insurance; • Life insurance; and • Tax-based retirement savings plans matching contributions. 117 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. Summary Compensation Table The following table sets forth summary information concerning the annual compensation of our NEOs. All numbers are rounded to the nearest dollar or whole share. Fiscal Year Salary ($) Bonus ($) (1) Stock Awards ($) (2) Option Awards ($) (3) Non-Equity Incentive Plan Compensation ($) (4) All Other Compensation ($) (5) Total ($) Mark J. Barrenechea 2025 950,000 — 10,176,258 2,502,085 1,282,500 36,812 (6) 14,947,655 Vice Chair, CEO and CTO 2024 950,000 — 9,566,165 2,500,415 1,694,375 31,781 (7) 14,742,736 2023 950,000 — 9,189,844 10,589,263 2,498,125 21,050 (7) 23,248,282 Todd Cione 2025 675,000 — 3,561,858 875,741 607,500 — (8) 5,720,099 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 Paul Duggan 2025 675,000 — 3,053,021 750,602 594,000 — (8) 5,072,623 President, Chief Customer Officer 2024 650,000 — 2,204,410 396,321 1,232,800 — (7) 4,483,531 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 Executive Vice President, Chief Product Officer 2024 600,000 — 2,204,410 396,321 715,000 16,307 (7) 3,932,038 2023 562,500 — 1,364,721 1,410,180 1,008,750 4,329 (7) 4,350,480 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 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. (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 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 “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. Ms. 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 of our salaried employees. (6) Represents amounts we paid, reimbursed or attributed for tax, financial, and estate planning and medical examinations. 118 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. (8) The total value of all perquisites and personal benefits for this NEO was less than $10,000, and, therefore, excluded. (9) Mr. 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. (11) Ms. 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 ($5,126). These severance amounts are consistent with the prior disclosure contained in “ Compensation Discussion and Analysis — Elements of Our Compensation Program — Potential Payments Upon Termination or Change in Control” of the Annual Report on Form 10-K for the year ended June 30, 2024. Grants of Plan-Based Awards in Fiscal 2025 The following tables set forth certain information concerning grants of awards made to each NEO during Fiscal 2025. Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) Estimated Future Payouts Under Equity Incentive Plan Awards (2) All Other Stock Awards: Number of Securities Underlying (3) All Other Option Awards: Number of Securities Underlying (4) Exercise or Base Price of Option Awards Closing Price of Option Awards on date of Grant Grant Date Fair Value of Options (5) Name Grant Date Board Approval Date Threshold ($) Target ($) Maximum ($) Threshold (#) Target (#) Maximum (#) Stock (#) Options (#) ($/share) ($/share) Awards ($) Mark J. 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) 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. 119 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. (6) Mr. 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. (7) Ms. 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 (other than Madhu Ranganathan who ceased to be our Chief Financial Officer in March 2025) as of June 30, 2025. Option Awards (1) Stock Awards Name Grant Date Number of Securities Underlying Unexercised Options Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) Option Exercise Price ($) Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#) (2) Market Value of Shares or Units of Stock That Have Not Vested ($) (2) Equity Incentive Plan Awards: Number of unearned shares, units or other rights that have not vested (#) (3) Equity Incentive Plan Awards: Market or payout value of unearned shares, units or other rights that have not vested ($) (3) (#) Exercisable (#) Unexercisable Mark J. Barrenechea 8/6/2018 161,040 — 39.27 8/6/2025 8/5/2019 273,010 — 38.76 8/5/2026 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 6,765 197,538 120 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. (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 $29.20. (4) Mr. Westlake joined the Company in March 2025. In connection with his hire, Mr. Westlake received stock options and a prorated LTIP grant. The grants will be cancelled following Mr. Westlake’s departure from the Company effective August 15, 2025. (5) Ms. Ranganathan ceased to be our Chief Financial Officer in March 2025, and forfeited all Options, PSUs and RSUs that were granted in Fiscal 2025. 121 Tab le of C ontents As of June 30, 2025, options to purchase an aggregate of 12,306,554 Common Shares had been previously granted and are outstanding under our stock option plans, of which 5,321,170 Common Shares were vested. Options to purchase an additional 4,780,548 Common Shares remain available for issuance pursuant to our stock option plans. Our outstanding stock options pool represents 4.8% of the Common Shares issued and outstanding as of June 30, 2025. During Fiscal 2025, the Company granted options to purchase 2,620,150 Common Shares or 1.0% of the Common Shares issued and outstanding as of June 30, 2025. Option Exercises and Stock Vested in Fiscal 2025 The following table sets forth certain details with respect to each of the NEOs concerning the exercise of stock options and vesting of stock in Fiscal 2025: Option Awards Stock Awards (1) Name Number of Shares Acquired on Exercise (#) Value Realized on Exercise (2) ($) Number of Shares Acquired on Vesting (#) Value Realized on Vesting (3) ($) Mark J. Barrenechea — — 115,327 3,459,810 Chadwick Westlake — — — — Todd Cione — — — — Paul Duggan — — 8,647 259,410 Muhi Majzoub — — 15,569 467,070 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) “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. (4) Ms. Ranganathan ceased to be our Chief Financial Officer in March 2025. Potential Payments Upon Termination or Change in Control We have entered into employment contracts with each of our NEOs. These contracts may require us to make certain types of payments and provide certain types of benefits to the NEOs upon the occurrence of any of these events: • If the NEO is terminated without cause; and • 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. The amounts payable upon termination or change in control represent the amounts determined by the Company and are not the result of any individual negotiations between us and any of our NEOs. 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 employment relationship between the Company and the NEO. Termination Without Cause If the NEO is terminated without cause, we may be obligated to make payments or provide benefits to the NEO. A termination without cause means a termination of an NEO for any reason other than the following, each of which provides “cause” for termination: • The failure by the NEO to attempt in good faith to perform their duties, other than as a result of a physical or mental illness or injury; • The NEO’s willful misconduct or gross negligence of a material nature in connection with the performance of their duties which is or could reasonably be expected to be injurious to the Company; • The breach by the NEO of their fiduciary duty or duty of loyalty to the Company; 122 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; • The willful performance by the NEO of any act of dishonesty or willful misappropriation of funds or property of the Company or its affiliates; • The indictment of the NEO or a plea of guilty or nolo contendere to a felony or other serious crime involving moral turpitude; • The material breach by the NEO of any obligation material to their employment relationship with the Company; or • The material breach by the NEO of the Company’s policies and procedures which breach causes or could reasonably be expected to cause harm to the Company; provided that in certain of the circumstances listed above, the Company has given the NEO reasonable notice of the reason for termination as well as a reasonable opportunity to correct the circumstances giving rise to the termination. 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 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: • The sale, lease, exchange or other transfer, in one transaction or a series of related transactions, of all or substantially all of the Company’s assets; • The approval by the holders of Common Shares of any plan or proposal for the liquidation or dissolution of the Company; • Any transaction in which any person or group acquires ownership of more than 50% of outstanding Common Shares; or • 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 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; • A material reduction to the NEO’s compensation, other than a similar reduction to the compensation of similarly situated executive officers; • A relocation of the NEO’s primary work location by more than fifty miles; or • 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 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. 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. Ms. Ranganathan ceased to be our Chief Financial Officer in March 2025 and therefore is not included in the tables below. 123 Tab le of C ontents No Change in Control No change in control Base Short-term incentives (1) LTIP (2) Options (3) Employee and Medical Benefits (4) Mark J. Barrenechea Termination without cause or Change in relationship 24 months 24 months Prorated Vested 24 months (5) Todd Cione Termination without cause or Change in relationship 12 months 12 months Prorated Vested 12 months Paul Duggan Termination without cause or Change in relationship 12 months 12 months Prorated Vested 12 months Muhi Majzoub 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 — — — — — ______________________ (1) Assuming 100% achievement of the expected targets for the fiscal year in which the triggering event occurred. (2) LTIP amounts are prorated for the number of months of participation at termination date in the applicable 38-month performance period. 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 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. 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. 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. In the event that the employee or company contribution funding increases, Mr. Barrenechea would be responsible for that increase. (6) Mr. 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: base salary: 12 months; short term incentives: 12 months; LTIP: prorated; options: vested; and employee and medical benefits: 12 months. Within 12 Months of a Change in Control Within 12 Months of a Change in Control Base Short-term incentives (1) LTIP Options (2) Employee and Medical Benefits (3) Mark J. Barrenechea Termination without cause or Change in relationship 24 months 24 months 100% Vested 100% Vested 24 months (4) Todd Cione Termination without cause or Change in relationship 12 months 12 months 100% Vested 100% Vested 12 months Paul Duggan Termination without cause or Change in relationship 12 months 12 months 100% Vested 100% Vested 12 months Muhi Majzoub Termination without cause or Change in relationship 24 months 24 months 100% Vested 100% Vested 24 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 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. (4) In accordance with the terms of his employment agreement, as amended, Mr. 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. 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. In the event that the employee or company contribution funding increases, Mr. Barrenechea would be responsible for that increase. 124 Tab le of C ontents (5) Mr. 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: base salary: 12 months; short term incentives: 12 months; LTIP: 100% vested; options: 100% vested; and employee and medical benefits: 12 months. 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. Except as otherwise required by law, we are required to make all these payments and provide these benefits over a period of 12 months or 24 months, depending on the NEO’s entitlement and the circumstances which triggered our obligation to make such payments and provide such benefits, from the date of the event which triggered our obligation. With respect to payments to Mr. Barrenechea, the Company intends to make all required payments to Mr. 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 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 by the Company upon the review and approval of the Board. Quantitative Estimates of Payments upon Termination or Change in Control Further information regarding payments to our NEOs in the event of a termination or a change in control may be found in the table below. 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 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 $29.20 per share as reported on the NASDAQ on June 30, 2025, the last trading day of our fiscal year. The other material assumptions made with respect to the numbers reported in the table below are: • The salary and incentive payments are calculated based on the amounts of salary, incentive and benefit payments which were payable to each NEO as of June 30, 2025; and • Payments under the LTIPs are calculated as though 100% of outstanding LTIP awards have vested with respect to a termination without cause or change in relationship following a change in control event, and as though a pro-rated amount have vested with respect to no change in control event. Actual payments made at any future date may vary, including the amount the NEO would have accrued under the applicable benefit or compensation plan as well as the price of our Common Shares. Ms. Ranganathan ceased to be our Chief Financial Officer in March 2025 and therefore is not included in the tables below. See footnote (10) of the Summary Compensation Table under Section VII - Other Elements of Our Compensation Program for more information on the amounts Ms. Ranganathan will receive pursuant to her employment agreement. Named Executive Officer Salary ($) Short-term Incentive Payment ($) Gain on Vesting of LTIP and Non-LTIP RSUs ($) Gain on Vesting of Stock Options ($) Employee Benefits ($) Total ($) Mark J. Barrenechea Termination Without Cause / Change in Relationship with no Change in Control 1,900,000 2,850,000 9,236,889 — 73,625 (1) 14,060,514 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 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 — 6,997,949 125 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 Termination Without Cause / Change in Relationship, within 12 months following a Change in Control 675,000 675,000 4,261,763 376,218 26,468 6,014,449 Muhi Majzoub Termination Without Cause / Change in Relationship with no Change in Control 625,000 625,000 1,938,213 — 23,307 3,211,520 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 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 — — — — — — ______________________ (1) In accordance with the terms of his employment agreement, as amended, Mr. 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. 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. In the event that the employee or company contribution funding increases, Mr. Barrenechea would be responsible for that increase. (2) Mr. 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: salary: $190,193; short-term incentive payment: $585,210; gain on vesting of LTIP and non-LTIP RSUs: $—; gain on vesting of stock options: $—; employee benefits: $—; and total: $775,403; and (b) Termination Without Cause / Change in Relationship, within 12 months following a Change in Control: salary: $190,193; short-term incentive payment: $585,210; gain on vesting of LTIP and Non-LTIP RSUs: $1,428,074; gain on vesting of stock options: $818,170; employee benefits: $—; and total: $3,021,647. 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 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. 126 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 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. Our required equity ownership levels are as follows: CEO 6x base salary Other senior management 2x 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; and/or • 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. 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. 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. 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 2025. Directors 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 127 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 The following table sets forth summary information concerning the annual compensation received by each of the non-management directors of the Company for the fiscal year ended June 30, 2025. Fees Earned or Paid in Cash (1) ($) Stock Awards (2)(3) ($) Option Awards ($) Non-Equity Incentive Plan Compensation ($) All Other Compensation ($) Total ($) P. Thomas Jenkins (4) $ 520,000 $ 165,367 $ 685,367 Randy Fowlie (5) $ 120,000 $ 401,491 $ 521,491 David Fraser (6) $ 75,000 $ 334,378 $ 409,378 Gail Hamilton (7) $ 3,750 $ 83,527 $ 87,277 Robert Hau (8) $ 100,000 $ 285,178 $ 385,178 Goldy Hyder (9) $ 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 Stephen J. Sadler (14) $ — $ 480,921 $ 6,537 (18) $ 487,458 Michael Slaunwhite (15) $ 188 $ 133,578 $ 133,766 Katharine B. Stevenson (16) $ — $ 510,568 $ 510,568 Deborah Weinstein (17) $ 250,000 $ 283,263 $ 533,263 ______________________ (1) Non-management directors may elect to receive DSUs or cash for their directors’ fees and/or annual equity grant. Cash paid for directors’ fees are paid in accordance with the scheduled fee arrangements set forth in the table below. If cash is elected for the annual equity grant, such cash is payable at the Company’s next annual general meeting. In Fiscal 2025, Messrs. 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. The DSU Plan, originally effective February 2, 2010, and amended and restated in October 2018, is available to any non-management director of the Company and is designed to promote greater alignment of long-term interests between directors of the Company and its shareholders. DSUs granted as compensation for directors’ fees vest immediately whereas the DSUs granted for the annual equity grant vest at the Company’s next annual general meeting. 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 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 “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, 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. Jenkins holds 161,189 DSUs. Mr. Jenkins serves as Chair of the Board. (5) As of June 30, 2025, Mr. Fowlie holds 149,582 DSUs. (6) As of June 30, 2025, Mr. Fraser holds 54,338 DSUs. (7) Ms. 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. Hau holds 36,197 DSUs. (9) As of June 30, 2025, Mr. Hyder holds 13,155 DSUs. (10) Ms. Ludgate joined the Board on June 26, 2025. As of June 30, 2025, Ms. Ludgate holds no DSUs. (11) Ms. Powell 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. (12) As of June 30, 2025, Mr. Previn holds 9,786 DSUs. 128 Tab le of C ontents (13) As of June 30, 2025, Ms. Rippert holds 13,292 DSUs. (14) As of June 30, 2025, Mr. Sadler holds 152,562 DSUs. (15) Mr. 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. Stevenson holds 155,524 DSUs. (17) As of June 30, 2025, Ms. Weinstein holds 158,345 DSUs. (18) During Fiscal 2025, Mr. Sadler received $6,537 in consulting fees, paid or payable in cash, for assistance with acquisition-related business activities. Mr. Sadler abstained from voting on all transactions from which he would potentially derive consulting fees. The Board sets the level of compensation for directors, based on the recommendations of the Corporate Governance and Nominating Committee. 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 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. Mr. Barrenechea was the only employee director in Fiscal 2025. The material terms of our director compensation arrangements are as follows : Description Amount and Frequency of Payment Annual Chair retainer fee payable to the Chair of the Board $200,000 per year payable following our annual general meeting Annual retainer fee payable to each non-management director $75,000 per director payable following our annual general meeting Annual Audit Committee retainer fee payable to each member of the Audit Committee $25,000 per year payable at $6,250 at the beginning of each quarterly period. 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 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. Annual Corporate Governance & Nominating Committee Chair retainer fee payable to the Chair of the Corporate Governance & Nominating Committee $8,000 per year payable at $2,000 at the beginning of each quarterly period. Excess travel fee payable to each non-management director attending a meeting who travels more than six hours $2,000 per meeting when applicable In addition to the scheduled fee arrangements set forth in the table above, non-management directors also receive an annual equity grant representing the long-term component of their compensation. The amount of the annual equity grant is discretionary; 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 2025, the annual equity grant was $250,000 for each non-management director and $320,000 for the Chair of the Board. 129 Tab le of C ontents Non-management directors may elect to receive DSUs or cash for their directors’ fees and/or annual equity grant. DSUs are granted under a DSU Plan, which is available to any non-management director of the Company. DSUs granted as compensation for directors’ fees vest immediately whereas DSUs granted for the annual equity grant vest at the Company’s next annual general meeting. If cash is elected for the annual equity grant, such cash is also payable at the Company’s next annual general meeting. 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. For further details of our Share Ownership Guidelines as they relate to directors, see “Share Ownership Guidelines” above. 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 The Board has overall responsibility for risk oversight. The Board is responsible for overseeing management’s implementation and operation of enterprise risk management, either directly or through its committees, which shall report to the Board with respect to risk oversight undertaken in accordance with their respective charters. At least annually, the Board shall review reports provided by management on the risks inherent in the business of the Company (including appropriate crisis preparedness, business continuity, information system controls, cybersecurity programs and risks, and disaster recovery plans, as well as environmental, social and governance matters, including climate-related matters), the appropriate degree of risk mitigation and risk control, overall compliance with and the effectiveness of the Company’s risk management policies, and residual risks remaining after implementation of risk controls. In addition, each committee reviews and reports to the Board on risk oversight matters, as described below. The Audit Committee oversees risks related to our accounting, financial statements and financial reporting process. 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 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, 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. The Board also receives documents, such as quarterly and periodic management reports and financial statements, as well our directors have access to all books, records and reports upon request, and members of management are available at all times to answer any questions which Board members may have. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following table sets forth certain information as of June 30, 2025 regarding Common Shares beneficially owned by the following persons or companies: (i) each person or company known by us to be the beneficial owner of approximately 5% or more of our outstanding Common Shares, (ii) each director of our Company, (iii) each Named Executive Officer, and (iv) all directors and executive officers as a group. 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. 130 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. Under these rules, beneficial ownership includes any shares as to which a person has sole or shared voting or investment power and also any shares of Common Shares underlying options or warrants that are exercisable by that person within 60 days of June 30, 2025. Unless otherwise indicated, the address of each person or entity named in the table is “care of” Open Text Corporation, 275 Frank Tompa Drive, Waterloo, Ontario, Canada N2L 0A1. Name and Address of Beneficial Owner Amount and Nature of Beneficial Ownership Percent of Common Shares Outstanding (1) Jarislowsky, Fraser Ltd. (2) 1010 Sherbrooke St. West, Montreal QC H3A 2R7 20,626,538 8.10% P. Thomas Jenkins (3) 3,449,993 * Mark J. Barrenechea (4) 2,890,316 * Muhi Majzoub (5) 564,763 * Stephen J. Sadler (6) 492,472 * Randy Fowlie (7) 336,492 * Paul Duggan (8) 274,779 * Katharine B. Stevenson (9) 173,564 * Deborah Weinstein (10) 158,345 * Todd Cione (11) 141,551 * David Fraser (12) 47,001 * Robert Hau (13) 28,607 * Annette Rippert (14) 5,702 * Goldy Hyder (15) 5,565 * Fletcher Previn (16) 2,577 * Chadwick Westlake (17) 213 * Kristen Ludgate (18) — * All executive officers and directors as a group (19) 9,406,723 3.63% ______________________ * Less than 2% (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 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. (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. (7) Includes 194,500 Common Shares owned and 141,992 DSUs which are exercisable. (8) Includes 14,862 Common Shares owned, 195,719 options which are exercisable and 64,198 options which will become exercisable within 60 days of June 30, 2025. (9) Includes 25,630 Common Shares owned and 147,934 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. (13) Includes 28,607 DSUs which are exercisable. (14) Includes 5,702 DSUs which are exercisable. (15) Includes 5,565 DSUs which are exercisable. (16) Includes 2,577 DSUs which are exercisable. (17) Includes 213 Common Shares owned. (18) Ms. 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. 131 Tab le of C ontents Securities Authorized for Issuance under Equity Compensation Plans The following table sets forth summary information relating to our various stock compensation plans as of June 30, 2025: Plan Category Number of securities to be issued upon exercise of outstanding options, warrants, and rights Weighted average exercise price of outstanding options, warrants, and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column a) (a) (b) (c) Equity compensation plans approved by security holders: 12,306,554 $36.73 4,780,548 Equity compensation plans not approved by security holders: Under deferred share unit awards 903,970 Under performance share unit awards 1,972,941 Under restricted share unit awards 3,911,898 Total 19,095,363 4,780,548 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. Item 13. 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 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. The Audit Committee reviews all transactions wherein we are, or will be a participant and any related party has or will have a direct or indirect interest. 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 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; the benefits to the company of the proposed transaction; if applicable, the effects on a director’s independence; 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. Barrenechea and Sadler, meet the independence requirements under the NASDAQ Listing Rules and qualify as “independent directors” under those Listing Rules. Mr. Barrenechea is not considered independent by virtue of being our Vice Chair, Chief Executive Officer and Chief Technology Officer. See “Transactions with Related Persons” below with respect to payments made to Mr. Sadler. 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 One of our directors, Mr. Sadler, received consulting fees for assistance with acquisition-related business activities pursuant to a consulting agreement with the Company. Mr. Sadler’s consulting agreement, which was adopted by way of Board resolution effective July 1, 2011, is for an indefinite period. The material terms of the agreement are as follows: Mr. Sadler is paid at the rate of Canadian dollars (CAD) $450 per hour for services relating to his consulting agreement. 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 132 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. During Fiscal 2025, Mr. Sadler received CAD $9 thousand in consulting fees from OpenText (equivalent to $7 thousand USD), for assistance with acquisition-related business activities. Mr. Sadler abstained from voting on all transactions from which he would potentially derive consulting fees. Additionally, Mr. Sadler has direct or indirect control over a material interest in Enghouse Systems Limited, a publicly traded software company, and its subsidiaries. OpenText entered into product supply and license agreements to purchase certain software licenses from Enghouse Systems Limited and its subsidiaries, under which the company makes payments in the normal course of business. During Fiscal 2025, OpenText paid $1.6 million under such agreements. Item 14. Principal Accountant Fees and Services Pre-approval Policies and Procedures The Audit Committee has established an Audit and Non-Audit Services Pre-Approval Policy to pre-approve all permissible audit and non-audit services provided by our independent registered public accounting firm. The policy provides that the Audit Committee shall pre-approve all audit and non-audit services to be provided to the Company and its subsidiaries by its independent registered public accounting firm. On an annual basis, the Audit Committee reviews and provides pre-approval for certain types of services that may be rendered by the independent registered accounting firm and a budget for audit and non-audit services for the applicable fiscal year. Upon pre-approval of the services on the initial list, management may engage the auditor for specific engagements that are within the definition of the pre-approved services. Any significant service engagements above a certain threshold will require separate pre-approval. The policy contains a provision delegating pre-approval authority to the Chair of the Audit Committee in instances when pre-approval is needed prior to a scheduled Audit Committee meeting. The Chair of the Audit Committee is required to report on such pre-approvals at the next scheduled Audit Committee meeting. A final detailed review of all audit and non-audit services and fees is performed by the Audit Committee prior to the issuance of the audit opinion at year-end. 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 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 The aggregate fees for professional services rendered by our independent registered public accounting firm, KPMG LLP, for Fiscal 2025 and Fiscal 2024 were: Year ended June 30, (In thousands) 2025 2024 Audit fees (1) $ 13,703 $ 14,874 Audit-related fees (2)(3) 123 2,362 Tax fees (4) — — All other fees (5) — — Total $ 13,826 $ 17,236 ______________________ (1) Audit fees were primarily for professional services rendered for (a) the annual audits of our consolidated financial statements and the accompanying attestation report regarding our ICFR contained in our Annual Report on Form 10-K, (b) the review of quarterly financial information included in our Quarterly Reports on Form 10-Q, (c) audit services related to mergers and acquisitions, (d) fees associated with non-periodic securities filings, and (e) annual statutory audits where applicable. (2) Includes $2.2 million for audit-related services performed in Fiscal 2024 related to the divestiture of the AMC business, which were reimbursed by Rocket Software, Inc. (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 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. 133 Tab le of C ontents Part IV Item 15. Exhibits and Financial Statement Schedules (a) Financial Statements and Schedules Index to Consolidated Financial Statements and Supplementary Data (Item 8) Page Number Report of Independent Registered Public Accounting Firm (KPMG LLP, Toronto, Canada, Auditor Firm ID: 85 ) 138 Report of Independent Registered Public Accounting Firm 140 Consolidated Balance Sheets 141 Consolidated Statements of Income 142 Consolidated Statements of Comprehensive Income 143 Consolidated Statements of Shareholders’ Equity 144 Consolidated Statements of Cash Flows 145 Notes to Consolidated Financial Statements 147 (b) The following documents are filed as a part of this report: 1) Consolidated financial statements and Reports of Independent Registered Public Accounting Firm and the related notes thereto are included in Part II, Item 8. 2) Valuation and Qualifying Accounts; see Note 4 “Allowance for Credit Losses” and Note 15 “Income Taxes” in the Notes to Consolidated Financial Statements included in Part II, Item 8. 3) Exhibits: The following exhibits are filed as part of this Annual Report on Form 10-K or are incorporated by reference to exhibits previously filed with the SEC. Exhibits not incorporated by reference to a prior filing are designated by a cross (+); all exhibits not so designated are incorporated by reference to a prior filing as indicated. Management contracts relating to compensatory plans or arrangements are designated by a star (*). Exhibit Number Description Report or Registration Statement Exhibit Reference 2.1 Rule 2.7 Announcement, dated August 25, 2022. Company’s Form 8-K/A, filed August 29, 2022 Exhibit 2.1 3.1 Articles of Amalgamation of the Company. Company’s registration statement on Form F-1, filed November 1, 1995, or Amendments 1, 2 or 3 thereto (filed December 28, 1995, January 22, 1996 and January 23, 1996, respectively) 3.2 Articles of Amendment of the Company. Company’s registration statement on Form F-1, filed November 1, 1995, or Amendments 1, 2 or 3 thereto (filed December 28, 1995, January 22, 1996 and January 23, 1996, respectively) 3.3 Articles of Amendment of the Company. Company’s registration statement on Form F-1, filed November 1, 1995, or Amendments 1, 2 or 3 thereto (filed December 28, 1995, January 22, 1996 and January 23, 1996, respectively) 3.4 Articles of Amalgamation of the Company. Company’s registration statement on Form F-1, filed November 1, 1995, or Amendments 1, 2 or 3 thereto (filed December 28, 1995, January 22, 1996 and January 23, 1996, respectively) 3.5 Articles of Amalgamation of the Company, dated July 1, 2001. Company’s Form 10-K, filed September 28, 2001 3.6 Articles of Amalgamation of the Company, dated July 1, 2002. Company’s Form 10-K, filed September 28, 2002 Exhibit 3.10 3.7 Articles of Amalgamation of the Company, dated July 1, 2003. Company’s Form 10-K, filed September 29, 2003 Exhibit 3.11 3.8 Articles of Amalgamation of the Company, dated July 1, 2004. Company’s Form 10-K, filed September 13, 2004 Exhibit 3.12 134 Tab le of C ontents 3.9 Articles of Amalgamation of the Company, dated July 1, 2005. Company’s Form 10-K, filed September 27, 2005 Exhibit 3.13 3.10 Articles of Continuance of the Company, dated December 29, 2005. Company’s Form 10-Q, filed February 3, 2006 Exhibit 3.1 3.11 By-Law 1 of Open Text Corporation. Company’s Form 8-K, filed September 26, 2013 Exhibit 3.1 4.1 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. Company’s Form 10-K, filed August 1, 2019 Exhibit 4.1 4.2 Form of Common Share Certificate. Company’s registration statement on Form F-1 (Registration Number 33-98858), filed November 1, 1995, or Amendments 1, 2 or 3 thereto (filed December 28, 1995, January 22, 1996 and January 23, 1996, respectively) 4.3 Indenture, dated as of February 18, 2020, between Open Text Corporation and the Bank of NY Mellon, as U.S. Trustee, and BNY Trust Company of Canada, as Canadian trustee. Company’s Form 8-K filed February 18, 2020 Exhibit 4.1 4.4 Supplemental Indenture to Indenture governing the Company’s 3.875% Senior Notes due 2028, dated as of July 1, 2024, among Open Text Inc., Open Text Corporation and the Bank of NY Mellon, as U.S. Trustee, and BNY Trust Company of Canada, as Canadian trustee. Company’s Form 10-K, filed August 1, 2024 Exhibit 4.4 4.5 Indenture, dated as of February 18, 2020, between Open Text Holdings, Inc. and the Bank of NY Mellon, as U.S. Trustee, and BNY Trust Company of Canada, as Canadian trustee. Company’s Form 8-K filed February 18, 2020 Exhibit 4.3 4.6 Supplemental Indenture to Indenture governing OTHI’s 4.125% Senior Notes due 2030, dated as of July 1, 2024, among Open Text Inc., Open Text Corporation and the Bank of NY Mellon, as U.S. Trustee, and BNY Trust Company of Canada, as Canadian trustee. Company’s Form 10-K, filed August 1, 2024 Exhibit 4.6 4.7 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. trustee, and BNY Trust Company of Canada, as Canadian trustee . Company’s Form 8-K filed November 24, 2021 Exhibit 4.1 4.8 Supplemental Indenture to Indenture governing the Company’s 3.875% Senior Notes due 2029, dated as of July 1, 2024, among Open Text Inc., Open Text Corporation and the Bank of NY Mellon, as U.S. Trustee, and BNY Trust Company of Canada, as Canadian trustee. Company’s Form 10-K, filed August 1, 2024 Exhibit 4.8 4.9 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. trustee, and BNY Trust Company of Canada, as Canadian trustee. Company’s Form 8-K filed November 24, 2021 Exhibit 4.3 4.10 Supplemental Indenture to Indenture governing OTHI’s 4.125% Senior Notes due 2031, dated as of July 1, 2024, among Open Text Inc., Open Text Corporation and the Bank of NY Mellon, as U.S. Trustee, and BNY Trust Company of Canada, as Canadian trustee. Company’s Form 10-K, filed August 1, 2024 Exhibit 4.10 4.11 Amended and Restated Shareholder Rights Plan Agreement between Open Text Corporation and Computershare Investor Services, Inc. dated September 15, 2022. Company’s Form 8-K, filed September 15, 2022 Exhibit 4.1 4.12 Form of Common Share Certificate. Company’s Form 10-Q, filed November 3, 2022 Exhibit 4.1 4.13 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. trustee and Notes collateral agent, and BNY Trust Company of Canada, as Canadian trustee. Company’s Form 8-K, filed December 1, 2022 Exhibit 4.1 4.14 Supplemental Indenture to Indenture governing the Company’s 6.90% senior secured notes due 2027, dated as of July 1, 2024, among Open Text Inc., Open Text Corporation and the Bank of NY Mellon, as U.S. Trustee, and BNY Trust Company of Canada, as Canadian trustee. Company’s Form 10-K, filed August 1, 2024 Exhibit 4.14 10.1* 1998 Stock Option Plan. Company’s Form 10-K filed August 20, 1999 10.2* Form of Indemnity Agreement between the Company and certain of its officers dated September 7, 2006. Company’s Form 10-K filed September 12, 2006 Exhibit 10.26 10.3* Consulting Agreement between Steven Sadler and SJS Advisors Inc. and the Company, dated May 3, 2005. Company’s Form 10-K filed August 26, 2008 Exhibit 10.28 10.4* OpenText Corporation Directors’ Deferred Share Unit Plan, as amended and restated October 30, 2018. Company’s Form 10-Q filed January 31, 2019 Exhibit 10.1 10.5 Amended and Restated Credit Agreement among Open Text Corporation and certain of its subsidiaries, the Lenders, Barclays Bank PLC, Royal Bank of Canada, Barclays Capital and RBC Capital Markets, dated as of November 9, 2011. Company’s Form 8-K filed November 9, 2011 Exhibit 99.1 10.6* OpenText Corporation Long-Term Incentive Plan 2015 for eligible employees, effective October 3, 2012. Company’s Form 10-Q filed November 1, 2012 Exhibit 10.2 10.7* Employment Agreement, dated October 30, 2012 between Mark Barrenechea and the Company. Company’s Form 10-Q filed November 1, 2012 Exhibit 10.3 135 Tab le of C ontents 10.8* Amendment No. 1 to the Employment Agreement between Mark J. Barrenechea and the Company dated January 24, 2013 (amending the Employment Agreement between Mark J. Barrenechea and the Company dated October 30, 2012). Company’s Form 10-Q filed January 25, 2013 Exhibit 10.3 10.9 First Amendment to Amended and Restated Credit Agreement and Amended and Restated Security and Pledge Agreement, dated as of December 16, 2013, between Open Text ULC, as term borrower, Open Text ULC, Open Text Inc. and Open Text Corporation, as revolving credit borrowers, the domestic guarantors party thereto, each of the lenders party thereto, Barclays Bank PLC, as sole administrative agent and collateral agent, and Royal Bank of Canada, as documentary credit lender. Company’s Form 8-K filed December 20, 2013 Exhibit 10.1 10.10 Credit Agreement, dated as of January 16, 2014, among Open Text Corporation, as guarantor, Ocelot Merger Sub, Inc., which on January 16, 2014 merged with and into GXS Group, Inc. which survived such merger, as borrower, the other domestic guarantors party thereto, the lenders named therein, as lenders, Barclays Bank PLC, as sole administrative agent and collateral agent, and with Barclays and RBC Capital Markets, as lead arrangers and joint bookrunners. Company’s Form 8-K filed January 16, 2014 Exhibit 10.1 10.11 Second Amendment to Amended and Restated Credit Agreement, dated as of December 22, 2014, between Open Text ULC, as term borrower, Open Text ULC, Open Text Holdings, Inc. and Open Text Corporation, as revolving credit borrowers, the domestic guarantors party thereto, each of the lenders party thereto, Barclays Bank PLC, as sole administrative agent and collateral agent, and Royal Bank of Canada, as documentary credit lender. Company’s Form 8-K filed December 23, 2014 Exhibit 10.1 10.12* Employment Agreement, dated November 30, 2012, between Muhi Majzoub and the Company. Company’s Form 10-K filed July 31, 2014 Exhibit 10.20 10.13* Amendment No. 2 to the Employment Agreement between Mark J. Barrenechea and the Company dated July 30, 2014 (amending the Employment Agreement between Mark J. Barrenechea and the Company dated October 30, 2012). Company’s Form 10-K filed July 31, 2014 Exhibit 10.23 10.14 Repricing Amendment and Amendment No. 2 dated as of February 22, 2017 to Credit Agreement, by and among Open Text Corporation, as guarantor, Open Text GXS ULC, as borrower, the other guarantors party thereto, each of the lenders party thereto and Barclays Bank PLC, as administrative agent. Company’s Form 8-K filed February 22, 2017 Exhibit 10.1 10.15 Amendment No. 3 to Second Amended and Restated Credit Agreement, dated as of May 5, 2017, among Open Text ULC, Open Text Holdings, Inc. and Open Text Corporation, as borrowers, the guarantors party thereto, each of the lenders party thereto, and Barclays Bank PLC, as sole administrative agent and collateral agent. Company’s Form 10-Q filed May 8, 2017 Exhibit 10.2 10.16* Amendment No. 3 to the Employment Agreement between Mark J. Barrenechea and the Company dated June 1, 2017 (amending the Employment Agreement between Mark J. Barrenechea and the Company dated October 30, 2012). Company’s Form 8-K filed June 6, 2017 Exhibit 10.1 10.17 Amendment No. 4 to Second Amended and Restated Credit Agreement, dated as of September 6, 2017, among Open Text ULC, Open Text Holdings, Inc. and Open Text Corporation, as borrowers, the guarantors party thereto, each of the lenders party thereto, and Barclays Bank PLC, as sole administrative agent and collateral agent. Company’s Form 10-Q filed November 2, 2017 Exhibit 10.1 10.18* Employment Agreement, dated January 30, 2018, among the Company, Open Text Inc. and Madhu Ranganathan. Company’s Form 8-K filed February 1, 2018 Exhibit 10.1 10.19 Amended and Restated Credit Agreement dated as of May 30, 2018, by and among Open Text Corporation, as borrower, the guarantors party thereto, each of the lenders party thereto and Barclays Bank PLC, as administrative agent and collateral agent. Company’s Form 8-K filed May 30, 2018 Exhibit 10.1 10.20 Third Amended and Restated Credit Agreement dated as of May 30, 2018, by and among Open Text ULC, Open Text Holdings, Inc. and Open Text Corporation, as borrowers, the guarantors party thereto, each of the lenders party thereto, Barclays Bank PLC, as administrative agent, collateral agent and swing line lender and Royal Bank of Canada as documentary credit lender. Company’s Form 8-K filed May 30, 2018 Exhibit 10.2 10.21 Fourth Amended and Restated Credit Agreement dated as of October 31, 2019, by and among Open Text ULC, Open Text Holdings, Inc. and Open Text Corporation, as borrowers, the guarantors party thereto, each of the lenders party thereto, Barclays Bank PLC, as administrative agent, collateral agent and swing line lender and Royal Bank of Canada as documentary credit lender. Company’s Form 8-K filed November 5, 2019 Exhibit 10.1 10.22* Amendment No. 4 to the Employment Agreement between Mark J. Barrenechea and the Company dated August 14, 2020 (amending the Employment Agreement between Mark J. Barrenechea and the Company dated October 30, 2012, as amended). Company’s Form 8-K filed August 14, 2020 Exhibit 10.1 10.23* Open Text Corporation 2004 Stock Option Plan, as amended and restated on September 14, 2020. Company’s Registration Statement on Form S-8 filed September 30, 2020 Exhibit 4.1 10.24 Open Text Corporation 2004 Employee Stock Purchase Plan, as amended and restated on September 14, 2020. Company’s Registration Statement on Form S-8 filed September 30, 2020 Exhibit 4.2 10.25 Co-operation Agreement, dated August 25, 2022, by and between the Company, Bidco and Micro Focus International plc. Company’s Form 8-K/A, filed August 29, 2022 Exhibit 10.1 10.26 Term Loan Credit 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/A, filed August 29, 2022 Exhibit 10.2 10.27 First Amendment to Credit Agreement, dated December 1, 2022, 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 December 1, 2022 Exhibit 10.1 10.28 Amendment No. 1 to Amended and Restated Credit Agreement dated June 6, 2023, by and among Open Text Corporation, as borrower, the guarantors party thereto, each of the lenders party thereto and Barclays Bank PLC, as administrative agent and collateral agent. Company’s Form 10-K, filed August 3, 2023 Exhibit 10.31 136 Tab le of C ontents 10.29 Amendment No. 1 to Fourth Amended and Restated Credit Agreement dated as of June 6, 2023, by and among Open Text ULC, Open Text Holdings, Inc. and Open Text Corporation, as borrowers, the guarantors party thereto, each of the lenders party thereto, Barclays Bank PLC, as administrative agent, collateral agent and swing line lender and Royal Bank of Canada as documentary credit lender. Company’s Form 10-K, filed August 3, 2023 Exhibit 10.32 10.30 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 Exhibit 10.1 10.31 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 Exhibit 10.1 10.32 Second Amendment to Fourth Amended and Restated Credit Agreement, dated December 19, 2023, by and among Open Text ULC, Open Text Inc. and the Company, as borrowers, the guarantors party thereto, each of the lenders party thereto, Barclays Bank PLC, as administrative agent, collateral agent and swing line lender and Royal Bank of Canada as documentary credit lender. Company’s Form 8-K, filed December 21, 2023 Exhibit 10.1 10.33 Third Amendment to Credit Agreement, dated May 15, 2024, 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 May 15, 2024 Exhibit 10.1 10.34* Employment Agreement, dated January 12, 2024 between Todd Cione and the Company. Company’s Form 10-K, filed August 1, 2024 Exhibit 10.36 10.35* Employment Agreement, dated March 5, 2025, between Chadwick Westlake and the Company. Company’s Form 8-K, filed February 26, 2025 Exhibit 10.1 19.1 Open Text Corporation Insider Trading Policy. Company’s Form 10-K, filed August 1, 2024 Exhibit 19.1 21.1+ List of the Company’s Subsidiaries. 23.1+ Consent of Independent Registered Public Accounting Firm. 31.1+ Certification of the Chief Executive Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2+ Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1+ Certification of the Chief Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2+ Certification of the Chief Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97 Open Text Corporation Clawback Policy . Company’s Form 10-K, filed August 1, 2024 Exhibit 97 101.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. 101.SCH+ Inline XBRL taxonomy extension schema. 101.CAL+ Inline XBRL taxonomy extension calculation linkbase. 101.DEF+ Inline XBRL taxonomy extension definition linkbase. 101.LAB+ Inline XBRL taxonomy extension label linkbase. 101.PRE+ Inline XBRL taxonomy extension presentation. 104+ Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101). 137 Tab le of C ontents Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors of Open Text Corporation Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Open Text Corporation (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 (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three‑year period ended June 30, 2025, in conformity with U.S. 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, 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 These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. 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 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). SSP for a performance obligation in a customer contract is an estimate of the price that would be charged for the specific product or service if it was sold separately in similar circumstances and to similar customers. 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. 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 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 138 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 As discussed in Note 2, Note 14 and Note 15 to the consolidated financial statements, the Company has recognized uncertain tax positions including associated interest and penalties. The Company’s tax positions are subject to audit by local taxing authorities across multiple global subsidiaries and the resolution of such audits may span multiple years. Tax law is complex and often subject to varied interpretations. 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 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. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s process to assess uncertain tax positions, including controls related to the interpretation of tax law and identification of uncertain tax positions, the evaluation of which of the Company’s tax positions may not be sustained upon audit and the estimation of exposures associated with uncertain tax positions. We involved domestic and international tax professionals with specialized skills and knowledge who assisted in assessing filed tax positions and transfer pricing studies, and evaluating the Company’s interpretation of tax law and its assessment of certain tax uncertainties and expected outcomes, including, if applicable, the measurement thereof, by reading advice obtained from the Company’s external specialists and correspondence with taxation authorities. /s/ KPMG LLP Chartered Professional Accountants, Licensed Public Accountants We have served as the Company’s auditor since 2001. Toronto, Canada August 6, 2025 139 Tab le of C ontents Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors of Open Text Corporation: Opinion on Internal Control Over Financial Reporting We have audited Open Text Corporation’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. 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, 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 The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in this Annual Report on Form 10-K. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ KPMG LLP Chartered Professional Accountants, Licensed Public Accountants Toronto, Canada August 6, 2025 140 Tab le of C ontents OPEN TEXT CORPORATION CONSOLIDATED BALANCE SHEETS (In thousands of U.S. dollars, except share data) June 30, 2025 June 30, 2024 ASSETS Cash and cash equivalents $ 1,156,496 $ 1,280,662 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 Contract assets (Note 3) 77,920 66,450 Income taxes recoverable (Note 15) 108,792 61,113 Prepaid expenses and other current assets (Note 9) 198,575 242,911 Total current assets 2,201,458 2,277,325 Property and equipment (Note 5) 375,252 367,740 Operating lease right of use assets (Note 6) 197,977 219,774 Long-term contract assets (Note 3) 49,293 38,684 Goodwill (Note 7) 7,517,463 7,488,367 Acquired intangible assets (Note 8) 1,976,591 2,486,264 Deferred tax assets (Note 15) 1,080,575 932,657 Other assets (Note 9) 307,693 298,281 Long-term income taxes recoverable (Note 15) 67,762 96,615 Total assets $ 13,774,064 $ 14,205,707 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued liabilities (Note 10) $ 1,026,583 $ 931,116 Current portion of long-term debt (Note 11) 35,850 35,850 Operating lease liabilities (Note 6) 75,914 76,446 Deferred revenues (Note 3) 1,515,382 1,521,416 Income taxes payable (Note 15) 93,325 235,666 Total current liabilities 2,747,054 2,800,494 Long-term liabilities: Accrued liabilities (Note 10) 42,312 46,483 Pension liability, net (Note 12) 132,215 127,255 Long-term debt (Note 11) 6,342,071 6,356,943 Long-term operating lease liabilities (Note 6) 189,949 218,174 Long-term deferred revenues (Note 3) 168,757 162,401 Long-term income taxes payable (Note 15) 79,604 145,644 Deferred tax liabilities (Note 15) 141,514 148,632 Total long-term liabilities 7,096,422 7,205,532 Shareholders’ equity: Share capital and additional paid-in capital (Note 13) 254,784,391 and 267,800,517 Common Shares issued and outstanding at June 30, 2025 and June 30, 2024, respectively; authorized Common Shares: unlimited 2,193,985 2,271,886 Accumulated other comprehensive income (loss) (Note 21) ( 67,067 ) ( 69,619 ) Retained earnings 1,940,113 2,119,159 Treasury stock, at cost ( 4,648,036 and 3,135,980 shares at June 30, 2025 and June 30, 2024, respectively) ( 138,164 ) ( 123,268 ) Total OpenText shareholders’ equity 3,928,867 4,198,158 Non-controlling interests 1,721 1,523 Total shareholders’ equity 3,930,588 4,199,681 Total liabilities and shareholders’ equity $ 13,774,064 $ 14,205,707 Guarantees and contingencies (Note 14) Related party transactions (Note 25) Subsequent events (Note 26) See accompanying Notes to Consolidated Financial Statements. 141 Tab le of C ontents OPEN TEXT CORPORATION CONSOLIDATED STATEMENTS OF INCOME (In thousands of U.S. dollars and shares, except per share data) Year Ended June 30, 2025 2024 2023 Revenues (Note 3): Cloud services and subscriptions $ 1,856,474 $ 1,820,524 $ 1,700,433 Customer support 2,334,037 2,713,297 1,915,020 License 625,614 834,162 539,026 Professional service and other 352,280 401,594 330,501 Total revenues 5,168,405 5,769,577 4,484,980 Cost of revenues: Cloud services and subscriptions 697,929 713,759 590,165 Customer support 250,310 292,733 209,705 License 31,939 25,608 16,645 Professional service and other 265,160 302,527 276,888 Amortization of acquired technology-based intangible assets (Note 8) 188,780 243,922 223,184 Total cost of revenues 1,434,118 1,578,549 1,316,587 Gross profit 3,734,287 4,191,028 3,168,393 Operating expenses: Research and development 755,936 864,463 659,214 Sales and marketing 1,059,497 1,163,134 969,971 General and administrative 427,811 577,038 419,590 Depreciation 130,573 131,599 107,761 Amortization of acquired customer-based intangible assets (Note 8) 321,891 432,404 326,406 Special charges (recoveries) (Note 18) 145,890 135,305 169,159 Total operating expenses 2,841,598 3,303,943 2,652,101 Income from operations 892,689 887,085 516,292 Other income (expense), net (Note 23) ( 82,787 ) 358,391 34,469 Interest and other related expense, net ( 327,831 ) ( 516,180 ) ( 329,428 ) Income before income taxes 482,071 729,296 221,333 Provision for income taxes (Note 15) 46,005 264,012 70,767 Net income $ 436,066 $ 465,284 $ 150,566 Net (income) attributable to non-controlling interests ( 198 ) ( 194 ) ( 187 ) Net income attributable to OpenText $ 435,868 $ 465,090 $ 150,379 Earnings per share—basic attributable to OpenText (Note 24) $ 1.66 $ 1.71 $ 0.56 Earnings per share—diluted attributable to OpenText (Note 24) $ 1.65 $ 1.71 $ 0.56 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. 142 Tab le of C ontents OPEN TEXT CORPORATION CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands of U.S. dollars) Year Ended June 30, 2025 2024 2023 Net income $ 436,066 $ 465,284 $ 150,566 Other comprehensive income (loss)—net of tax: Net foreign currency translation adjustments ( 3,548 ) ( 15,646 ) ( 40,798 ) Unrealized gain (loss) on cash flow hedges: Unrealized gain (loss)—net of tax (1) ( 403 ) ( 2,697 ) ( 941 ) (Gain) loss reclassified into net income—net of tax (2) 2,531 965 2,721 Unrealized gain (loss) on available-for-sale financial assets: Unrealized gain (loss)—net of tax (3) 1,131 228 ( 602 ) Actuarial gain (loss) relating to defined benefit pension plans: Actuarial gain (loss)—net of tax (4) 1,876 640 ( 6,605 ) Amortization of actuarial (gain) loss into net income—net of tax (5) 965 450 325 Total other comprehensive income (loss), net 2,552 ( 16,060 ) ( 45,900 ) Total comprehensive income 438,618 449,224 104,666 Comprehensive income attributable to non - controlling interests ( 198 ) ( 194 ) ( 187 ) Total comprehensive income attributable to OpenText $ 438,420 $ 449,030 $ 104,479 ______________________ (1) Net of tax expense (recovery) of $( 145 ), $( 972 ) and $( 339 ) for the year ended June 30, 2025, 2024 and 2023, respectively. (2) Net of tax expense (recovery) of $ 912 , $ 347 and $ 981 for the year ended June 30, 2025, 2024 and 2023, respectively. (3) Net of tax expense (recovery) of $ 345 , $ 112 and $( 159 ) for the year ended June 30, 2025, 2024, and 2023, respectively. (4) Net of tax expense (recovery) of $ 1,686 , $ 765 and $( 1,961 ) for the year ended June 30, 2025, 2024 and 2023, respectively. (5) Net of tax expense (recovery) of $ 341 , $ 193 and $ 143 for the year ended June 30, 2025, 2024 and 2023, respectively. See accompanying Notes to Consolidated Financial Statements. 143 Tab le of C ontents OPEN TEXT CORPORATION CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (In thousands of U.S. dollars and shares) Common Shares and Additional Paid in Capital Treasury Stock Retained Earnings Accumulated Other Comprehensive Income Non-Controlling Interests Total Shares Amount Shares Amount Balance as of June 30, 2022 269,523 $ 2,038,674 ( 3,706 ) $ ( 159,966 ) $ 2,160,069 $ ( 7,659 ) $ 1,142 $ 4,032,260 Issuance of Common Shares Under employee stock option plans 245 7,830 — — — — — 7,830 Under employee stock purchase plans 1,135 31,679 — — — — — 31,679 Share-based compensation — 130,119 — — — — — 130,119 Purchase of treasury stock — — ( 521 ) ( 21,919 ) — — — ( 21,919 ) Issuance of treasury stock — ( 31,355 ) 691 30,288 — — — ( 1,067 ) Repurchase of Common Shares — — — — — — — — Dividends declared ($ 0.972 per Common Share) — — — — ( 261,464 ) — — ( 261,464 ) Other comprehensive income (loss) - net — — — — — ( 45,900 ) — ( 45,900 ) Net income — — — — 150,379 — 187 150,566 Balance as of June 30, 2023 270,903 $ 2,176,947 ( 3,536 ) $ ( 151,597 ) $ 2,048,984 $ ( 53,559 ) $ 1,329 $ 4,022,104 Issuance of Common Shares Under employee stock option plans 945 31,358 — — — — — 31,358 Under employee stock purchase plans 1,027 34,120 — — — — — 34,120 Share-based compensation — 139,779 — — — — — 139,779 Purchase of treasury stock — — ( 1,400 ) ( 53,085 ) — — — ( 53,085 ) Issuance of treasury stock — ( 76,178 ) 1,800 81,414 ( 5,236 ) — — — Repurchase of Common Shares ( 5,074 ) ( 34,140 ) — — ( 118,193 ) — — ( 152,333 ) Dividends declared ($ 1.00 per Common Share) — — — — ( 271,486 ) — — ( 271,486 ) Other comprehensive income (loss) - net — — — — — ( 16,060 ) — ( 16,060 ) Net income — — — — 465,090 — 194 465,284 Balance as of June 30, 2024 267,801 $ 2,271,886 ( 3,136 ) $ ( 123,268 ) $ 2,119,159 $ ( 69,619 ) $ 1,523 $ 4,199,681 Issuance of Common Shares Under employee stock option plans 139 3,729 — — — — — 3,729 Under employee stock purchase plans 1,369 33,915 — — — — — 33,915 Share-based compensation — 104,721 — — — — — 104,721 Purchase of treasury stock — — ( 4,619 ) ( 133,077 ) — — — ( 133,077 ) Issuance of treasury stock — ( 115,556 ) 3,107 118,181 ( 1,127 ) — — 1,498 Repurchase of Common Shares ( 14,525 ) ( 104,710 ) — — ( 337,880 ) — — ( 442,590 ) Dividends declared ($ 1.0500 per Common Share) — — — — ( 275,907 ) — — ( 275,907 ) Other comprehensive income (loss) - net — — — — — 2,552 — 2,552 Net income — — — — 435,868 — 198 436,066 Balance as of June 30, 2025 254,784 $ 2,193,985 ( 4,648 ) $ ( 138,164 ) $ 1,940,113 $ ( 67,067 ) $ 1,721 $ 3,930,588 See accompanying Notes to Consolidated Financial Statements. 144 Tab le of C ontents OPEN TEXT CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands of U.S. dollars) Year Ended June 30, 2025 2024 2023 Cash flows from operating activities: Net income $ 436,066 $ 465,284 $ 150,566 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization of intangible assets 641,244 807,925 657,351 Share-based compensation expense 104,840 140,079 130,302 Pension expense 14,593 13,881 9,207 Amortization of debt discount and issuance costs 21,977 25,257 16,753 Write-off of right of use assets 8,805 20,056 9,626 Loss on extinguishment of debt — 56,393 8,152 Gain (adjustments to gain) on AMC Divestiture 4,175 ( 429,102 ) — Loss on sale and write down of property and equipment, net 3,178 3,710 2,331 Deferred taxes ( 138,616 ) ( 142,271 ) ( 149,560 ) Share in net (income) loss of equity investees ( 230 ) 18,194 23,077 Changes in derivative instruments 44,286 ( 3,116 ) 128,841 Changes in operating assets and liabilities: Accounts receivable 80,097 108,562 168,604 Contract assets ( 135,911 ) ( 95,403 ) ( 73,539 ) Prepaid expenses and other current assets 42,486 ( 28,395 ) ( 23,035 ) Income taxes ( 246,681 ) 112,097 14,948 Accounts payable and accrued liabilities ( 23,012 ) ( 65,887 ) ( 127,092 ) Deferred revenue 3,565 ( 42,974 ) ( 128,395 ) Other assets ( 15,264 ) 24,849 ( 11,297 ) Operating lease assets and liabilities, net ( 14,980 ) ( 21,448 ) ( 27,635 ) Net cash provided by operating activities 830,618 967,691 779,205 Cash flows from investing activities: Additions of property and equipment ( 143,222 ) ( 159,295 ) ( 123,832 ) Purchase of Micro Focus, net of cash acquired — ( 9,272 ) ( 5,657,963 ) 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 interest on derivative instruments 5,166 4,456 — Other investing activities 6,614 ( 9,759 ) ( 873 ) Net cash provided by (used in) investing activities ( 153,508 ) 2,055,317 ( 5,651,420 ) Cash flows from financing activities: Proceeds from issuance of Common Shares from exercise of stock options and ESPP 35,372 66,914 39,331 Proceeds from long-term debt and Revolver — — 4,927,450 Repayment of long-term debt and Revolver ( 35,851 ) ( 2,568,352 ) ( 202,926 ) 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 ) Payments of dividends to shareholders ( 271,523 ) ( 267,362 ) ( 259,549 ) Other financing activities ( 2,428 ) ( 1,447 ) ( 1,435 ) Net cash provided by (used in) financing activities ( 834,679 ) ( 2,961,904 ) 4,403,053 Foreign exchange gain (loss) on cash held in foreign currencies 32,882 ( 12,263 ) 7,203 Increase (decrease) in cash, cash equivalents and restricted cash during the year ( 124,687 ) 48,841 ( 461,959 ) Cash, cash equivalents and restricted cash at beginning of the year 1,282,793 1,233,952 1,695,911 Cash, cash equivalents and restricted cash at end of the year $ 1,158,106 $ 1,282,793 $ 1,233,952 145 Tab le of C ontents OPEN TEXT CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands of U.S. dollars) Reconciliation of cash, cash equivalents and restricted cash: June 30, 2025 June 30, 2024 June 30, 2023 Cash and cash equivalents $ 1,156,496 $ 1,280,662 $ 1,231,625 Restricted cash (1) 1,610 2,131 2,327 Total cash, cash equivalents and restricted cash $ 1,158,106 $ 1,282,793 $ 1,233,952 ______________________ (1) Restricted cash is classified under the Prepaid expenses and other current assets and Other assets line items on the Consolidated Balance Sheets (Note 9). Supplemental cash flow disclosures (Note 6 and Note 22) See accompanying Notes to Consolidated Financial Statements. 146 Tab le of C ontents OPEN TEXT CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Year Ended June 30, 2025 (Tabular amounts in thousands of U.S. dollars, except share and per share data) NOTE 1— BASIS OF PRESENTATION The accompanying Consolidated Financial Statements include the accounts of Open Text Corporation and our subsidiaries, collectively referred to as “OpenText” or the “Company.” We wholly own all of our subsidiaries with the exception of Open Text South Africa Proprietary Ltd. (OT South Africa), which as of June 30, 2025, was 70 % owned by OpenText. All intercompany balances and transactions have been eliminated. 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. GAAP). 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 The preparation of financial statements in conformity with U.S. GAAP requires us to make certain estimates, judgments and assumptions that affect the amounts reported in the Consolidated Financial Statements. These estimates, judgments and assumptions are evaluated on an ongoing basis. We base our estimates on historical experience and on various other assumptions that we believe are reasonable at that time, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from those estimates. 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 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 On January 31, 2023, we acquired all of the issued and to be issued share capital of Micro Focus (the Micro Focus Acquisition) for a total purchase price of $ 6.2 billion, inclusive of Micro Focus’ cash and repayment of Micro Focus’ outstanding indebtedness. The results of operations of Micro Focus have been consolidated with those of OpenText with effect from February 1, 2023. See Note 19 “Acquisitions and Divestitures” for more details. Divestiture of AMC Business On May 1, 2024, the Company completed the sale of its Application Modernization and Connectivity (AMC) business to Rocket Software, Inc. (Rocket Software), for $ 2.275 billion in cash before taxes, fees and other adjustments (the AMC Divestiture). See Note 19 “Acquisitions and Divestitures” for more details. 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. 147 Tab le of C ontents NOTE 2— ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS Accounting Policies Cash and cash equivalents Cash and cash equivalents include balances with banks as well as deposits that have original terms to maturity of three months or less. Cash equivalents are recorded at cost and typically consist of term deposits, commercial paper, certificates of deposit and short-term interest-bearing investment-grade securities of major banks in the countries in which we operate. Accounts Receivable and Allowance for Credit Losses In accordance with ASC Topic 326, “Financial Instruments - Credit Losses” (Topic 326), we recognize expected credit losses for accounts receivable and contract assets based on lifetime expected losses. We recognize a loss allowance using a collective assessment for accounts receivable, including contract assets, with similar risk characteristics based on historical credit loss experience, adjusted for forward-looking factors specific to the debtors and economic environment. We continue to maintain an allowance for 100% of all accounts deemed to be uncollectible. 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 credit worthiness. To date, the actual losses have been within our expectations. No single customer accounted for more than 10% of the accounts receivable balance as of June 30, 2025 and 2024, respectively. From time to time, we may sell certain accounts receivable to a financial institution on a non-recourse basis for cash, less a discount. Proceeds from the sale of receivables approximate their discounted book value and are included in operating cash flows on the Consolidated Statements of Cash Flows. Property and equipment Property and equipment are stated at the lower of cost or net realizable value and shown net of depreciation which is computed on a straight-line basis over the estimated useful lives of the related assets. Gains and losses on asset disposals are taken into income in the year of disposition. Fully depreciated property and equipment are retired from the Consolidated Balance Sheets when they are no longer in use. See the “Impairment of long-lived assets” section below for policy on property and equipment impairments. The following represents the estimated useful lives of property and equipment as of June 30, 2025: Furniture, equipment and other 5 to 15 years Computer hardware 3 to 5 years Computer software 3 to 7 years Capitalized software development costs 3 to 5 years Leasehold improvements Lesser of the lease term or 5 years Building 40 years Capitalized Software We capitalize software development costs in accordance with ASC Topic 350-40, “Internal-Use Software.” We capitalize costs for software to be used internally when we enter the application development stage. This occurs when we complete the preliminary project stage, management authorizes and commits to funding the project, and it is feasible that the project will be completed, and the software will perform the intended function. We cease to capitalize costs related to a software project when it enters the post-implementation and operation stage. If different determinations are made with respect to the state of development of a software project, then the amount capitalized and the amount charged to expense for that project could differ materially. Costs capitalized during the application development stage consist of payroll and related costs for employees who are directly associated with, and who devote time directly to, a project to develop software for internal use. We also capitalize the direct costs of materials and services, which generally includes outside contractors, and interest. We do not capitalize any general and administrative or overhead costs or costs incurred during the application development stage related to training or data conversion costs. Costs related to upgrades and enhancements to internal-use software, if those upgrades and enhancements result in additional functionality, are capitalized. If upgrades and enhancements do not result in additional functionality, those costs are expensed as incurred. 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. 148 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. The capitalized software development costs are generally amortized using the straight-line method over a 3 to 5 year period. In determining and reassessing the estimated useful life over which the cost incurred for the software should be amortized, we consider the effects of obsolescence, technology, competition and other economic factors. If different determinations are made with respect to the estimated useful life of the software, the amount of amortization charged in a particular period could differ materially. As of June 30, 2025 and 2024, our capitalized software development costs were $ 283.4 million and $ 250.9 million, respectively. Our additions relating to capitalized software development costs incurred during Fiscal 2025 and Fiscal 2024 were $ 32.3 million and $ 26.1 million, respectively. Leases We enter into operating leases, both domestically and internationally, for certain facilities, automobiles, data centers and equipment for use in the ordinary course of business. During Fiscal 2023, as part of the Micro Focus Acquisition, we acquired certain finance leases primarily comprised of equipment leases, all of which are sublet. Leases with an initial term of 12 months or less are not recorded on the Consolidated Balance Sheets. In accordance with ASC Topic 842, “Leases” (Topic 842), we account for a contract as a lease when we have the right to direct the use of the asset for a period of time while obtaining substantially all of the asset’s economic benefits. We determine the initial classification and measurement of our right of use (ROU) assets and lease liabilities at the lease commencement date and thereafter if modified. ROU assets represent our right to control the underlying assets under lease, and the lease liability is our obligation to make the lease payments related to the underlying assets under lease, over the contractual term. ROU assets and lease liabilities are recognized on the Consolidated Balance Sheets based on the present value of future minimum lease payments to be made over the lease term. When available, we will use the rate implicit in the lease to discount lease payments to present value. However, real estate leases generally do not provide a readily determinable implicit rate, therefore, we must estimate our incremental borrowing rate to discount the lease payments. We estimate our incremental borrowing rate based on a collateralized basis with similar terms and payments, in an economic environment where the leased asset is located. The ROU asset equals the lease liability, adjusted for any initial direct costs, prepaid rent and lease incentives on initial recognition. Fixed lease costs are included in the recognition of ROU assets and lease liabilities. Variable lease costs are not included in the measurement of the lease liability. These variable lease payments are recognized in the Consolidated Statements of Income in the period in which the obligation for those payments is incurred. Lease expense for minimum lease payments continues to be recognized in the Consolidated Statements of Income on a straight-line basis over the lease term. We have not elected the practical expedient to combine lease and non-lease components in the determination of lease costs for our facility leases. For all other asset classes, we have elected the practical expedient to combine the lease and the non-lease components. The lease liability includes lease payments related to options to extend or renew the lease term only if we are reasonably certain we will exercise those options. Our leases typically do not contain any material residual value guarantees or restrictive covenants. In certain circumstances, we sublease all or a portion of a leased facility to various other companies through a sublease agreement. Business combinations We apply the provisions of ASC Topic 805, “Business Combinations” (Topic 805), in the accounting for our acquisitions. It requires us to recognize separately from goodwill the assets acquired and the liabilities assumed at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While we use our best estimates and assumptions to accurately value assets acquired and liabilities, including contingent consideration where applicable, assumed at the acquisition date, our estimates are inherently uncertain and subject to refinement, particularly since these assumptions and estimates are based in part on historical experience and information obtained from the management of the acquired companies. As a result, during the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill in the period identified. Furthermore, when valuing certain intangible assets that we have acquired, critical estimates may be made relating to, but not limited to: (i) future expected cash flows from software license sales, cloud SaaS, “desktop as a service” (DaaS) and PaaS contracts, support agreements, consulting agreements and other customer contracts (ii) the acquired company’s technology and competitive position, as well as assumptions about the period of time that the acquired technology will continue to be used in the combined company’s product portfolio, and (iii) discount rates. 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. 149 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. If we determine that a pre-acquisition contingency (non-income tax related) is probable in nature and estimable as of the acquisition date, we record our best estimate for such a contingency as a part of the preliminary purchase price allocation. We often continue to gather information and evaluate our pre-acquisition contingencies throughout the measurement period and if we make changes to the amounts recorded or if we identify additional pre-acquisition contingencies during the measurement period, such amounts will be included in the purchase price allocation during the measurement period and, subsequently, in our results of operations. Uncertain tax positions and tax-related valuation allowances assumed in connection with a business combination are initially estimated as of the acquisition date. We review these items during the measurement period as we continue to actively seek and collect information relating to facts and circumstances that existed at the acquisition date. Changes to these uncertain tax positions and tax related valuation allowances made subsequent to the measurement period, or if they relate to facts and circumstances that did not exist at the acquisition date, are recorded in the Provision for income taxes line of our Consolidated Statements of Income. Goodwill Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. The carrying amount of goodwill is periodically reviewed for impairment (at a minimum annually) and whenever events or changes in circumstances indicate that the carrying value of this asset may not be recoverable. Our operations are analyzed by management and our chief operating decision maker (CODM) as being part of a single industry segment: the design, development, marketing and sales of Information Management software and solutions. Therefore, our goodwill impairment assessment is based on the allocation of goodwill to a single reporting unit. We perform a qualitative assessment to test our reporting unit’s goodwill for impairment. Based on our qualitative assessment, if we determine that the fair value of our reporting unit is more likely than not (i.e., a likelihood of more than 50 percent) to be less than its carrying amount, the quantitative assessment of the impairment test is performed. In the quantitative assessment, we compare the fair value of our reporting unit to its carrying value. If the fair value of the reporting unit exceeds its carrying value, goodwill is not considered impaired and we are not required to perform further testing. If the carrying value of the net assets of our reporting unit exceeds its fair value, then an impairment loss equal to the difference, but not exceeding the total carrying value of goodwill allocated to the reporting unit, would be recorded. Our annual impairment analysis of goodwill was performed as of April 1, 2025. Our qualitative assessment indicated that there were no indications of impairment and therefore there was no impairment of goodwill required to be recorded for Fiscal 2025 ( no impairments were recorded for Fiscal 2024 and Fiscal 2023, respectively). Acquired intangibles Acquired intangibles consist of acquired technology and customer relationships associated with various acquisitions. 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 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; that is, capable of being separated from the acquired entity and being sold, transferred, licensed, rented or exchanged. These customer relationships are initially recorded at their fair value based on the present value of expected future cash flows. We amortize customer relationships on a straight-line basis over their estimated useful lives. We continually evaluate the remaining estimated useful life of our intangible assets being amortized to determine whether events and circumstances warrant a revision to the remaining period of amortization. Impairment of long-lived assets We account for the impairment and disposition of long-lived assets in accordance with ASC Topic 360, “Property, Plant, and Equipment” (Topic 360). We test long-lived assets or asset groups, such as property and equipment, ROU assets and definite lived intangible assets, for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: 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 150 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. Recoverability is assessed based on comparing the carrying amount of the asset to the aggregate pre-tax undiscounted cash flows expected to result from the use and eventual disposal of the asset or asset group. Impairment is recognized when the carrying amount is not recoverable and exceeds the fair value of the asset or asset group. The impairment loss, if any, is measured as the amount by which the carrying amount exceeds fair value, which for this purpose is based upon the discounted projected future cash flows of the asset or asset group. We have no t recorded any significant impairment charges for long-lived assets during Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively. Derivative financial instruments We use derivative financial instruments to manage foreign currency rate risk. We account for these instruments in accordance with ASC Topic 815, “Derivatives and Hedging” (Topic 815), which requires that every derivative instrument be recorded on the balance sheet as either an asset or liability measured at its fair value as of the reporting date. Topic 815 also requires that changes in our derivative financial instruments’ fair values be recognized in earnings; unless specific hedge accounting and documentation criteria are met (i.e., the instruments are accounted for as hedges). We recorded the effective portions of the gain or loss on derivative financial instruments that were designated as cash flow hedges in Accumulated other comprehensive income (loss), net of tax, in our accompanying Consolidated Balance Sheets. Any ineffective or excluded portion of a designated cash flow hedge, if applicable, was recognized in our Consolidated Statements of Income. In Fiscal 2023, we entered into certain derivative financial instruments, a portion of which were designated as a net investment hedge. In accordance with Topic 815, we recorded the effective portion of the gain or loss on derivative financial instruments that were designated as a net investment hedge within our currency translation adjustment component of Accumulated other comprehensive income (loss), in our accompanying Consolidated Balance Sheets. Any ineffective or excluded portion of our net investment hedge, if applicable, is recognized in Interest and other related expense, net of our Consolidated Statements of Income. See Note 17 “Derivative Instruments and Hedging Activities” for more details. Asset retirement obligations We account for asset retirement obligations in accordance with ASC Topic 410, “Asset Retirement and Environmental Obligations” (Topic 410), which applies to certain obligations associated with “leasehold improvements” within our leased office facilities. Topic 410 requires that a liability be initially recognized for the estimated fair value of the obligation when it is incurred. The associated asset retirement cost is capitalized as part of the carrying amount of the long-lived asset and depreciated over the remaining life of the underlying asset and the associated liability is accreted to the estimated fair value of the obligation at the settlement date through periodic accretion charges which are generally recorded within General and administrative expense in our Consolidated Statements of Income. When the obligation is settled, any difference between the final cost and the recorded amount is recognized as income or loss on settlement in our Consolidated Statements of Income. Revenue recognition In accordance with ASC Topic 606, we account for a customer contract when we obtain written approval, the contract is committed, the rights of the parties, including the payment terms, are identified, the contract has commercial substance and consideration is probable of collection. Revenue is recognized when, or as, control of a promised product or service is transferred to our customers in an amount that reflects the consideration we expect to be entitled to in exchange for our products and services (at its transaction price). Estimates of variable consideration and the determination of whether to include estimated amounts in the transaction price are based on readily available information, which may include historical, current and forecasted information, taking into consideration the type of customer, the type of transaction and specific facts and circumstances of each arrangement. We report revenue net of any revenue-based taxes assessed by governmental authorities that are imposed on and concurrent with specific revenue producing transactions. We have four revenue streams: cloud services and subscriptions, customer support, license, and professional service and other. Cloud services and subscriptions revenue Cloud services and subscriptions revenue are from hosting arrangements where in connection with the licensing of software, the end user does not take possession of the software, as well as from end-to-end fully outsourced B2B integration solutions to our customers (collectively referred to as cloud arrangements). The software application resides on our hardware or that of a third-party, and the customer accesses and uses the software on an as-needed basis. Our cloud arrangements can be broadly categorized as PaaS, SaaS, cloud subscriptions and managed services. 151 Tab le of C ontents PaaS/ SaaS/ Cloud Subscriptions (collectively referred to here as cloud-based solutions): We offer cloud-based solutions that provide customers the right to access our software through the internet. Our cloud-based solutions represent a series of distinct services that are substantially the same and have the same pattern of transfer to the customer. These services are made available to the customer continuously throughout the contractual period. However, the extent to which the customer uses the services may vary at the customer’s discretion. The payment for cloud-based solutions may be received either at inception of the arrangement, or over the term of the arrangement. These cloud-based solutions are considered to have a single performance obligation where the customer simultaneously receives and consumes the benefit, and as such we recognize revenue for these cloud-based solutions ratably over the term of the contractual agreement. For example, revenue related to cloud-based solutions that are provided on a usage basis, such as the number of users, is recognized based on a customer’s utilization of the services in a given period. Additionally, a software license is present in a cloud-based solutions arrangement if all of the following criteria are met: (i) The customer has the contractual right to take possession of the software at any time without significant penalty; and (ii) It is feasible for the customer to host the software independent of us. In these cases where a software license is present in a cloud-based solutions arrangement it is assessed to determine if it is distinct from the cloud-based solutions arrangement. The revenue allocated to the distinct software license would be recognized at the point in time the software license is transferred to the customer, whereas the revenue allocated to the hosting performance obligation would be recognized ratably on a monthly basis over the contractual term unless evidence suggests that revenue is earned, or obligations are fulfilled in a different pattern over the contractual term of the arrangement. Managed services: We provide comprehensive B2B process outsourcing services for all day-to-day operations of a customers’ B2B integration program. Customers using these managed services are not permitted to take possession of our software and the contract is for a defined period, where customers pay a monthly or quarterly fee. Our performance obligation is satisfied as we provide services of operating and managing a customer’s 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 subscriptions revenues, in connection with cloud subscription and managed service contracts, we often agree to perform a variety of services before the customer goes live, such as, converting and migrating customer data, building interfaces and providing training. These services are considered an outsourced suite of professional services which can involve certain project-based activities. These services can be provided at the initiation of a contract, during the implementation or on an ongoing basis as part of the customer life cycle. These services can be charged separately on a fixed fee or time and materials basis, or the costs associated may be recovered as part of the ongoing cloud subscription or managed services fee. These outsourced professional services are considered to be distinct from the ongoing hosting services and represent a separate 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. For outsourced professional services, we recognize revenue by measuring progress toward the satisfaction of our performance obligation. Progress for services that are contracted for a fixed price is generally measured based on hours incurred as a portion of total estimated hours. As a practical expedient, when we invoice a customer at an amount that corresponds directly with the value to the customer of our performance to date, we recognize revenue at that amount. Customer support revenue Customer support revenue is associated with perpetual, term license and off-cloud subscription arrangements. As customer support is not critical to the customer’s ability to derive benefit from its right to use our software, customer support is considered as a distinct performance obligation when sold together in a bundled arrangement along with the software. Customer support consists primarily of technical support and the provision of unspecified updates and upgrades on a when-and-if-available basis. Customer support for perpetual licenses is renewable, generally on an annual basis, at the option of the customer. Customer support for term and subscription licenses is renewable concurrently with such licenses for the same duration of time. Payments for customer support are generally made at the inception of the contract term or in installments over the term of the maintenance period. Our customer support team is ready to provide these maintenance services, as needed, to the customer during the contract term. As the elements of customer support are delivered concurrently and have the same pattern of transfer, customer support is accounted for as a single performance obligation. The customer benefits evenly throughout the contract period from the guarantee that the customer support resources and personnel will be available to them, and that any unspecified upgrades or unspecified future products developed by us will be made available. Revenue for customer support is 152 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 Our license revenue can be broadly categorized as perpetual licenses, term licenses and subscription licenses, all of which are deployed on the customer’s premises (off-cloud). Perpetual licenses: We sell perpetual licenses which provide customers the right to use software for an indefinite period of time in exchange for a one-time license fee, which is generally paid at contract inception. Our perpetual licenses provide a right to use IP that is functional in nature and have significant stand-alone functionality. Accordingly, for perpetual licenses of functional IP, revenue is recognized at the point-in-time when control has been transferred to the customer, which normally occurs once software activation keys have been made available for download. Term licenses and Subscription licenses: We sell both term and subscription licenses which provide customers the right to use software for a specified period in exchange for a fee, which may be paid at contract inception or paid in installments over the period of the contract. Like perpetual licenses, both our term licenses and subscription licenses are functional IP that have significant stand-alone functionality. Accordingly, for both term and subscription licenses, revenue is recognized at the point-in-time when the customer is able to use and benefit from the software, which is normally once software activation keys have been made available for download at the commencement of the term. Professional service and other revenue Our professional services, when offered along with software licenses, consist primarily of technical services and training services. Technical services may include installation, customization, implementation or consulting services. Training services may include access to online modules or delivering a training package customized to the customer’s needs. At the customer’s discretion, we may offer one, all, or a mix of these services. Payment for professional services is generally a fixed fee or is a fee based on time and materials. Professional services can be arranged in the same contract as the software license or in a separate contract. As our professional services do not significantly change the functionality of the license and our customers can benefit from our professional services on their own or together with other readily available resources, we consider professional services as distinct within the context of the contract. 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. If all the above criteria are met, we use an input-based measure of progress for recognizing professional service revenue. For example, we may consider total labour hours incurred compared to total expected labour hours. As a practical expedient, when we invoice a customer at an amount that corresponds directly with the value to the customer of our performance to date, we will recognize revenue at that amount. Material rights To the extent that we grant our customer an option to acquire additional products or services in one of our arrangements, we will account for the option as a distinct performance obligation in the contract only if the option provides a material right to the customer that the customer would not receive without entering into the contract. For example, if we give the customer an option to acquire additional goods or services in the future at a price that is significantly lower than the current price, this would be a material right as it allows the customer to, in effect, pay in advance for the option to purchase future products or services. If a material right exists in one of our contracts, then revenue allocated to the option is deferred and we would recognize revenue only when those future products or services are transferred or when the option expires. Based on history, our contracts do not typically contain material rights and when they do, the material right is not significant to our Consolidated Financial Statements. Arrangements with multiple performance obligations Our contracts generally contain more than one of the products and services listed above. Determining whether goods and services are considered distinct performance obligations that should be accounted for separately or as a single performance obligation may require judgment, specifically when assessing whether both of the following two criteria are met: • the customer can benefit from the product or service either on its own or together with other resources that are readily available to the customer; and 153 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. If these criteria are not met, we determine an appropriate measure of progress based on the nature of our overall promise for the single performance obligation. If these criteria are met, each product or service is separately accounted for as a distinct performance obligation and the total transaction price is allocated to each performance obligation on a relative SSP basis. Standalone selling price The SSP reflects the price we would charge for a specific product or service if it were sold separately in similar circumstances and to similar customers. In most cases we can establish the SSP based on observable data. We typically establish a narrow SSP range for our products and services and assess this range on a periodic basis or when material changes in facts and circumstances warrant a review. If the SSP is not directly observable, then we estimate the amount using either the expected cost plus a margin or residual approach. Estimating SSP requires judgment that could impact the amount and timing of revenue recognized. SSP is a formal process whereby management considers multiple factors including, but not limited to, geographic or regional specific factors, competitive positioning, internal costs, profit objectives, and pricing practices. Transaction Price Allocation In bundled arrangements, where we have more than one distinct performance obligation, we must allocate the transaction price to each performance obligation based on its relative SSP. However, in certain bundled arrangements, the SSP may not always be directly observable. For instance, in bundled arrangements with license and customer support, we allocate the transaction price between the license and customer support performance obligations using the residual approach because we have determined that the SSP for licenses in these arrangements are highly variable. We use the residual approach only for our license arrangements. When the SSP is observable but contractual pricing does not fall within our established SSP range, then an adjustment is required, and we will allocate the transaction price between license and customer support based on the relative SSP established for the respective performance obligations. When two or more contracts are entered into at or near the same time with the same customer, we evaluate the facts and circumstances associated with the negotiation of those contracts. Where the contracts are negotiated as a package, we will account for them as a single arrangement and allocate the consideration for the combined contracts among the performance obligations accordingly. Sales to resellers We execute certain sales contracts through resellers, distributors and channel partners (collectively referred to as resellers). Typically, we conclude that the resellers are OpenText customers in our reseller agreements. 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. Rights of return and other incentives We do not generally offer rights of return or any other incentives such as concessions, product rotation, or price protection and, therefore, do not provide for or make estimates of rights of return and similar incentives. However, we do offer consumers who purchase certain of our products online directly from us an unconditional full 70-day money-back guarantee. Distributors and resellers are also permitted to return the consumer products, subject to certain limitations. Revenue is reduced for such rights based on the estimate of future returns originating from contractual agreements with these customers. Additionally, in some contracts, however, discounts may be offered to the customer for future software purchases and other additional products or services. Such arrangements grant the customer an option to acquire additional goods or services in the future at a discount and therefore are evaluated under guidance related to “material rights” as discussed above. Other policies Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 30 to 60 days of the invoice date. 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 154 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. Our managed services contracts may not include an upfront charge for outsourced professional services performed as part of an implementation and are recovered through an ongoing fee. Therefore, these contracts may be expected to have a financing component associated with revenue being recognized in advance of billings. We may modify contracts to offer customers additional products or services. The additional products and services will be considered distinct from those products or services transferred to the customer before the modification and will be accounted for as a separate contract. We evaluate whether the price for the additional products and services reflects the SSP adjusted as appropriate for facts and circumstances applicable to that contract. In determining whether an adjustment is appropriate, we evaluate whether the incremental consideration is consistent with the prices previously paid by the customer or similar customers. Certain of our subscription services and product support arrangements generally contain performance response time guarantees. For subscription services arrangements, we estimate variable consideration using a portfolio approach because performance penalties are tied to standard response time requirements. For product support arrangements, we estimate variable consideration on a contract basis because such arrangements are customer specific. For both subscription services and product support arrangements, we use an expected value approach to estimate variable consideration based on historical business practices and current and future performance expectations to determine the likelihood of incurring penalties. Performance Obligations A summary of our typical performance obligations and when the obligations are satisfied are as follows: Performance Obligation When Performance Obligation is Typically Satisfied Cloud services and subscriptions revenue: Outsourced Professional Services Managed Services / Ongoing Hosting / SaaS As the services are provided (over time) Over the contract term, beginning on the date that service is made available (i.e., “Go live”) to the customer (over time) Customer support revenue: When and if available updates and upgrades and technical support Ratable over the course of the service term (over time) License revenue: Software licenses (Perpetual, Term, Subscription) When software activation keys have been made available for download (point in time) Professional service and other revenue: Professional services As the services are provided (over time) Incremental Costs of Obtaining a Contract with a Customer Incremental costs of obtaining a contract include only those costs that we incur to obtain a contract that we would not have incurred if the contract had not been obtained, such as sales commissions. We have determined that certain of our commission programs meet the requirements to be capitalized. Some commission programs are not subject to capitalization as the commission expense is paid and recognized as the related revenue is recognized. In assessing costs to obtain a contract, we apply a practical expedient that allows us to assess our incremental costs on a portfolio of contracts with similar characteristics instead of assessing the incremental costs on each individual contract. We do not expect the financial statement effects of applying this practical expedient to the portfolio of contracts to be materially different than if we were to apply the standard to each individual contract. We pay commissions on the sale of new customer contracts as well as for renewals of existing contracts to the extent the renewals generate incremental revenue. Commissions paid on renewal contracts are limited to the incremental new revenue and therefore these payments are not commensurate with the commission paid on the original sale. We allocate commission costs to the performance obligations in an arrangement consistent with the allocation of the transaction price. Commissions allocated to the license performance obligation are expensed at the time the license revenue is recognized. 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 155 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. The benefit period is estimated to be approximately six years , which is based on our customer contracts and the estimated life of our technology. Expenses for incremental costs associated with obtaining a contract are recorded within Sales and marketing expense in the Consolidated Statements of Income. Our short-term capitalized costs to obtain a contract are included in Prepaid expenses and other current assets, while our long-term capitalized costs to obtain a contract are included in Other assets on our Consolidated Balance Sheets. Research and development costs Research and development costs internally incurred in creating computer software to be sold, licensed or otherwise marketed are expensed as incurred unless they meet the criteria for deferral and amortization, as described in ASC Topic 985-20, “Costs of Software to be Sold, Leased, or Marketed” (Topic 985-20). In accordance with Topic 985-20, costs related to research, design and development of products are charged to expense as incurred and capitalized between the dates that the product is considered to be technologically feasible and is considered to be ready for general release to customers. In our historical experience, the dates relating to the achievement of technological feasibility and general release of the product have substantially coincided. In addition, no significant costs are incurred subsequent to the establishment of technological feasibility. As a result, we do not capitalize any research and development costs relating to internally developed software to be sold, licensed or otherwise marketed. Advertising Expenses Advertising costs, which include digital advertising, marketing programs and other promotional costs, are expensed as incurred. Advertising expenses incurred in Fiscal 2025, Fiscal 2024 and Fiscal 2023 were $ 64.8 million, $ 66.9 million and $ 73.8 million, respectively. Income taxes We account for income taxes in accordance with ASC Topic 740, “Income Taxes” (Topic 740). Deferred tax assets and liabilities arise from temporary differences between the tax bases of assets and liabilities and their reported amounts in the Consolidated Financial Statements that will result in taxable or deductible amounts in future years. These temporary differences are measured using enacted tax rates. A valuation allowance is recorded to reduce deferred tax assets to the extent that we consider it is more likely than not that a deferred tax asset will not be realized. In determining the valuation allowance, we consider factors such as the reversal of deferred income tax liabilities, projected taxable income, and the character of income tax assets and tax planning strategies. A change to these factors could impact the estimated valuation allowance and income tax expense. We account for our uncertain tax provisions by using a two-step approach. The first step is to evaluate the tax position for recognition by determining if the weight of the available evidence indicates it is more likely than not, based solely on the technical merits, that the position will be sustained on audit, including the resolution of related appeals or litigation processes, if any. The second step is to measure the appropriate amount of the benefit to recognize. The amount of benefit to recognize is measured as the maximum amount which is more likely than not to be realized. The tax position is derecognized when it is no longer more likely than not that the position will be sustained on audit. On subsequent recognition and measurement, the maximum amount which is more likely than not to be recognized at each reporting date will represent the Company’s best estimate, given the information available at the reporting date, although the outcome of the tax position is not absolute or final. We recognize both accrued interest and penalties related to liabilities for income taxes within the Provision for income taxes line of our Consolidated Statements of Income (see Note 15 “Income Taxes” for more details). Equity investments We invest in investment funds in which we are a limited partner. Our interests in each of these investees range from 4 % to below 20 %. 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 (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. 156 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. The carrying value of our other long-term debt facilities approximates the fair value since the interest rate is at market. We apply the provisions of ASC Topic 820, “Fair Value Measurement” (Topic 820), to our available-for-sale financial assets and derivative financial instruments that we are required to carry at fair value pursuant to other accounting standards (see Note 16 “Fair Value Measurement” for more details). Foreign currency Our Consolidated Financial Statements are presented in U.S. dollars. In general, the functional currency of our subsidiaries is the local currency. For each subsidiary, assets and liabilities denominated in foreign currencies are translated into U.S dollars at the exchange rates in effect at the balance sheet dates and revenues and expenses are translated at the average exchange rates prevailing during the previous month of the transaction. 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 (expense), net for Fiscal 2025, Fiscal 2024 and Fiscal 2023 were $( 24.9 ) million, $ 1.2 million, and $ 56.6 million, respectively. Restructuring charges We record restructuring charges relating to contractual lease obligations, not accounted for under Topic 842, and other exit costs in accordance with ASC Topic 420, “Exit or Disposal Cost Obligations” (Topic 420). Topic 420 requires that a liability for a cost associated with an exit or disposal activity be recognized and measured initially at its fair value in the period in which the liability is incurred. In order to incur a liability pursuant to Topic 420, our management must have established and approved a plan of restructuring in sufficient detail. A liability for a cost associated with involuntary termination benefits is recorded when benefits have been communicated and a liability for a cost to terminate an operating lease or other contract is incurred, when the contract has been terminated in accordance with the contract terms or we have ceased using the right conveyed by the contract, such as vacating a leased facility not accounted for under Topic 842. The recognition of restructuring charges requires us to make certain judgments regarding the nature, timing and amount associated with the planned restructuring activities, including estimating sub-lease income and the net recoverable amount of equipment to be disposed of. At the end of each reporting period, we evaluate the appropriateness of the remaining accrued balances (see Note 18 “Special Charges (Recoveries)” for more details). Loss Contingencies We are currently involved in various claims and legal proceedings. Quarterly, we review the status of each significant legal matter and evaluate such matters to determine how they should be treated for accounting and disclosure purposes in accordance with the requirements of ASC Topic 450-20, “Loss Contingencies” (Topic 450-20). Specifically, this evaluation process includes the centralized tracking and itemization of the status of all our disputes and litigation items, discussing the nature of any litigation and claim, including any dispute or claim that is reasonably likely to result in litigation, with relevant internal and external counsel, and assessing the progress of each matter in light of its merits and our experience with similar proceedings under similar circumstances. If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, we accrue a liability for the estimated loss in accordance with Topic 450-20. As of the date of this Annual Report on Form 10-K, the aggregate of such accrued liabilities was not material to our consolidated financial position or results of operations and we do not believe as of the date of this filing that it is reasonably possible that a loss exceeding the amounts already recognized will be incurred that would be material to our consolidated financial position or results of operations. As described more fully below, we are unable at this time to estimate a possible loss or range of losses in respect of certain disclosed matters (see Note 14 “Guarantees and Contingencies” for more details). Net income per share Basic net income per share is computed using the weighted average number of Common Shares outstanding including contingently issuable shares where the contingency has been resolved. Diluted net income per share is computed using the weighted average number of Common Shares and stock equivalents outstanding using the treasury stock method during the year. For periods in which we incur a net loss, our outstanding Common Share equivalents are not included in the calculation of diluted earnings (loss) per share as their effect is antidilutive. Accordingly, basic and diluted net loss per share for those periods are identical. See Note 24 “Earnings Per Share” for more details. 157 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. We have elected to treat awards with graded vesting as a single award when estimating fair value. Compensation cost is recognized on a straight-line basis over the employee requisite service period, which in our circumstances is the stated vesting period of the award, provided that total compensation cost recognized at least equals the pro-rata value of the award that has vested. 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 “Equity and Share-based Compensation” for more details). Accounting for Pensions, post-retirement and post-employment benefits Pension expense is accounted for in accordance with ASC Topic 715, “Compensation-Retirement Benefits” (Topic 715). Pension expense consists of actuarially computed costs of pension benefits in respect of the current year of service, imputed returns on plan assets (for funded plans), imputed interest on pension obligations and amortization of actuarial gain/loss. The expected costs of post-retirement benefits, other than pensions, are accrued in the Consolidated Financial Statements based upon actuarial methods and assumptions. The over-funded or under-funded status of defined benefit pension and other post-retirement plans are recognized as an asset or a liability (with the offset to Accumulated other comprehensive income (loss), net of tax, within Shareholders’ equity), respectively, on the Consolidated Balance Sheets. Actuarial gains or losses in excess of the greater of (i) 10% of the projected benefit obligation, or (ii) 10% of the plan assets, are recognized as a component of Other Comprehensive Income (Loss), net and subsequently amortized as a component of net periodic benefit costs over the weighted average of future working life of the plan’s active employees. See Note 12 “Pension Plans and Other Post-Retirement Benefits” for more details. Held for Sale Classification Assessments for held for sale accounting classification are performed by the Company when events or changes in business circumstances indicate that a change in classification may be necessary. The Company classifies assets and liabilities to be disposed of as held for sale in the period in which they are available for immediate sale in their present condition and when the sale is probable and expected to be completed within one year. Assets and liabilities classified as held for sale are presented separately within current assets and liabilities in our Consolidated Balance Sheets and are measured at the lower of their carrying amount or fair value less costs to sell. Further, the Company ceases to record depreciation and amortization expense on assets that are classified as held for sale. Accounting Pronouncements Adopted in Fiscal 2025 During Fiscal 2025, we adopted the following Accounting Standards Updates (ASU): 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 Income Taxes 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. 158 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 Disaggregation of Revenue We have four revenue streams: cloud services and subscriptions, customer support, license, and professional service and other. The following tables disaggregate our revenue by significant geographic area, based on the location of our direct end customer, by type of performance obligation and timing of revenue recognition for the periods indicated: Year Ended June 30, 2025 2024 2023 Total Revenues by Geography: Americas (1) $ 2,938,709 $ 3,341,881 $ 2,785,003 EMEA (2) 1,751,543 1,878,470 1,310,016 Asia Pacific (3) 478,153 549,226 389,961 Total revenues $ 5,168,405 $ 5,769,577 $ 4,484,980 Total Revenues by Type of Performance Obligation: Recurring revenues (4) Cloud services and subscriptions revenue $ 1,856,474 $ 1,820,524 $ 1,700,433 Customer support revenue 2,334,037 2,713,297 1,915,020 Total recurring revenues $ 4,190,511 $ 4,533,821 $ 3,615,453 License revenue (perpetual, term and subscriptions) 625,614 834,162 539,026 Professional service and other revenue 352,280 401,594 330,501 Total revenues $ 5,168,405 $ 5,769,577 $ 4,484,980 Total Revenues by Timing of Revenue Recognition: Point in time $ 625,614 $ 834,162 $ 539,026 Over time (including professional service and other revenue) 4,542,791 4,935,415 3,945,954 Total revenues $ 5,168,405 $ 5,769,577 $ 4,484,980 ______________________ (1) Americas consists of countries in North, Central and South America. (2) EMEA consists of countries in Europe, the Middle East and Africa. (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. Contract Balances A contract asset, net of allowance for credit losses, will be recorded if we have recognized revenue but do not have an unconditional right to the related consideration from the customer. For example, this will be the case if implementation services offered in a cloud arrangement are identified as a separate performance obligation and are provided to a customer prior to us being able to bill the customer. In addition, a contract asset may arise in relation to subscription licenses if the license revenue that is recognized upfront exceeds the amount that we are able to invoice the customer at that time. Contract assets are reclassified to accounts receivable when the rights become unconditional. 159 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: As of June 30, 2025 As of June 30, 2024 Short-term contract assets $ 77,920 $ 66,450 Long-term contract assets 49,293 38,684 Short-term deferred revenues 1,515,382 1,521,416 Long-term deferred revenues 168,757 162,401 The difference in the opening and closing balances of our contract assets and deferred revenues primarily results from the timing difference between our performance and customer payments. We fulfill our obligations under a contract with a customer by transferring products and services in exchange for consideration from the customer. During the year ended June 30, 2025, we reclassified $ 114.1 million (year ended June 30, 2024—$ 116.3 million) of contract assets to receivables as a result of the right to the transaction consideration becoming unconditional. During the year ended June 30, 2025, 2024 and 2023 respectively, there was no significant impairment loss recognized related to contract assets. We recognize deferred revenue when we have received consideration, or an amount of consideration is due from the customer for future obligations to transfer products or services. 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, 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 Incremental costs of obtaining a contract include only those costs that we incur to obtain a contract that we would not have incurred if the contract had not been obtained, such as sales commissions. The following table summarizes the changes in total capitalized costs to obtain a contract, since June 30, 2022: Capitalized costs to obtain a contract as of June 30, 2022 $ 82,562 New capitalized costs incurred 47,305 Amortization of capitalized costs ( 33,269 ) Impact of foreign exchange rate changes 609 Capitalized costs to obtain a contract as of June 30, 2023 97,207 New capitalized costs incurred 60,507 Amortization of capitalized costs ( 44,016 ) Impact of foreign exchange rate changes ( 246 ) Divestiture of AMC business (Note 19) ( 3,964 ) Capitalized costs to obtain a contract as of June 30, 2024 109,488 New capitalized costs incurred 60,165 Amortization of capitalized costs ( 43,129 ) Impact of foreign exchange rate changes 2,502 Capitalized costs to obtain a contract as of June 30, 2025 $ 129,026 During the year ended June 30, 2025, 2024 and 2023 respectively, there was no significant impairment loss recognized related to capitalized costs to obtain a contract. Refer to Note 9 “Prepaid Expenses and Other Assets” for additional information on incremental costs of obtaining a contract. 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. 160 Tab le of C ontents ($ in billions) As of June 30, 2025 As of June 30, 2024 Total RPO (1) $ 4.3 $ 4.0 % recognized as revenue over the following 12 months 60 % 63 % Cloud services and subscriptions RPO $ 2.5 $ 2.2 % recognized as revenue over the following 12 months 49 % 51 % Customer support and other RPO (2) $ 1.8 $ 1.8 % recognized as revenue over the following 12 months 76 % 78 % ______________________ (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. NOTE 4— ALLOWANCE FOR CREDIT LOSSES The following illustrates the activity in our allowance for credit losses on accounts receivable: Balance as of June 30, 2022 $ 16,473 Credit loss expense (recovery) ( 2,007 ) Write-off/adjustments ( 638 ) Balance as of June 30, 2023 13,828 Credit loss expense (recovery) 8,622 Write-off/adjustments ( 9,196 ) Divestiture of AMC business (Note 19) ( 1,146 ) Balance as of June 30, 2024 12,108 Credit loss expense (recovery) 9,874 Write-off/adjustments ( 7,724 ) Balance as of June 30, 2025 $ 14,258 Included in accounts receivable are unbilled receivables in the amount of $ 56.7 million as of June 30, 2025 (June 30, 2024—$ 62.1 million). 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.” NOTE 5— PROPERTY AND EQUIPMENT As of June 30, 2025 Cost Accumulated Depreciation Net Computer hardware $ 442,631 $ ( 290,373 ) $ 152,258 Computer software 225,073 ( 187,371 ) 37,702 Capitalized software development costs 283,449 ( 187,917 ) 95,532 Leasehold improvements 142,279 ( 105,349 ) 36,930 Land and buildings 60,613 ( 20,920 ) 39,693 Furniture, equipment and other 56,531 ( 43,394 ) 13,137 Total $ 1,210,576 $ ( 835,324 ) $ 375,252 161 Tab le of C ontents As of June 30, 2024 Cost Accumulated Depreciation Net Computer hardware $ 423,689 $ ( 281,331 ) $ 142,358 Computer software 201,942 ( 161,726 ) 40,216 Capitalized software development costs 250,941 ( 153,285 ) 97,656 Leasehold improvements 128,787 ( 94,605 ) 34,182 Land and buildings 59,472 ( 19,333 ) 40,139 Furniture, equipment and other 54,083 ( 40,894 ) 13,189 Total $ 1,118,914 $ ( 751,174 ) $ 367,740 Sale of Company Owned Facility During the year ended June 30, 2024, we completed the sale of a Company owned facility with a carrying value of $ 4.5 million. The Company recognized a gain of $ 1.0 million on this sale in the Consolidated Statements of Income within Other income (expense), net. NOTE 6— LEASES We enter into operating leases, both domestically and internationally, for certain facilities, automobiles, data centers and equipment for use in the ordinary course of business. The duration of the majority of these leases generally ranges from 1 to 10 years, some of which include options to extend for an additional 3 to 5 years after the initial term. Additionally, the land upon which our headquarters in Waterloo, Ontario, Canada is located is leased from the University of Waterloo for a period of 49 years beginning in December 2005, with an option to renew for an additional term of 49 years. We also have finance lease liabilities comprised of equipment lease arrangements with an average duration of 4 to 5 years of which all are currently being sublet. Leases with an initial term of 12 months or less are not recorded on our Consolidated Balance Sheets. The following illustrates the Consolidated Balance Sheets information related to leases: As of June 30, 2025 As of June 30, 2024 Operating Leases Balance Sheet Location Operating lease right of use assets Operating lease right of use assets $ 197,977 $ 219,774 Operating lease liabilities (current) Operating lease liabilities $ 75,914 $ 76,446 Operating lease liabilities (non-current) Long-term operating lease liabilities 189,949 218,174 Total operating lease liabilities $ 265,863 $ 294,620 Finance Leases Finance lease receivables (current) Prepaid expenses and other current assets $ 1,867 $ 4,031 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 (non-current) Accrued liabilities 457 2,327 Total finance lease liabilities $ 2,334 $ 5,500 162 Tab le of C ontents The weighted average remaining lease term and discount rate for the periods indicated below were as follows: As of June 30, 2025 As of June 30, 2024 Weighted-average remaining lease term Operating leases 4.59 years 5.13 years Finance leases 1.23 years 1.85 years Weighted-average discount rate Operating leases 4.92 % 5.00 % Finance leases 5.33 % 5.47 % Lease Costs and Other Information The following illustrates the various components of lease costs for the period indicated: Year Ended June 30, 2025 2024 2023 Operating lease cost $ 82,174 $ 90,383 $ 72,977 Short-term lease cost 2,028 2,920 4,195 Variable lease cost 4,103 5,084 3,488 Sublease income ( 11,254 ) ( 12,941 ) ( 12,518 ) Total lease cost $ 77,051 $ 85,446 $ 68,142 Supplemental Cash Flow Information The following table presents supplemental information relating to cash flows arising from lease transactions. Cash payments made for variable lease costs and short-term leases are not included in the measurement of lease liabilities, and, as such, are excluded from the amounts below: Year Ended June 30, 2025 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating leases $ 98,418 $ 109,708 $ 93,556 Finance leases 3,369 5,722 2,473 Right of use assets obtained in exchange for new lease liabilities: Operating leases (1) 53,541 30,869 29,551 ___________________________ (1) The year ended June 30, 2023 excludes the impact of $ 129.7 million of right of use assets obtained through the Micro Focus Acquisition. See Note 19 “Acquisitions and Divestitures” for further details including the finalization of the purchase price allocation for the Micro Focus Acquisition. Maturity of Lease Liabilities The following table presents the future minimum lease payments under our lease liabilities as of June 30, 2025: Fiscal years ending June 30, Operating Leases Finance Leases 2026 $ 86,661 $ 1,947 2027 74,153 459 2028 53,427 — 2029 31,315 — 2030 18,105 — Thereafter 30,950 — Total lease payments 294,611 2,406 Less: Imputed interest ( 28,748 ) ( 72 ) Total $ 265,863 $ 2,334 163 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. Under the agreements initiated with third parties, we expect to receive sublease income of $ 9.6 million in Fiscal 2026 and $ 16.0 million thereafter. NOTE 7— GOODWILL Goodwill is recorded when the consideration paid for an acquisition of a business exceeds the fair value of identifiable net tangible and intangible assets. The following table summarizes the changes in goodwill: Balance as of June 30, 2023 $ 8,662,603 Acquisition of Micro Focus (Note 19) (1) ( 32,063 ) Divestiture of AMC business (Note 19) ( 1,139,403 ) Other acquisitions (Note 19) 4,649 Impact of foreign exchange rate changes ( 7,419 ) Balance as of June 30, 2024 7,488,367 Acquisition of Pillr (Note 19) (1) 196 Divestiture of AMC business (Note 19) (2) 1,390 Impact of foreign exchange rate changes 27,510 Balance as of June 30, 2025 $ 7,517,463 ______________________ (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 As of June 30, 2025 Cost Accumulated Amortization Net Technology assets $ 1,064,400 $ ( 441,705 ) $ 622,695 Customer assets 2,635,686 ( 1,281,790 ) 1,353,896 Total $ 3,700,086 $ ( 1,723,495 ) $ 1,976,591 As of June 30, 2024 Cost Accumulated Amortization Net Technology assets $ 1,153,457 $ ( 342,528 ) $ 810,929 Customer assets 2,762,371 ( 1,087,036 ) 1,675,335 Total $ 3,915,828 $ ( 1,429,564 ) $ 2,486,264 164 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 $ 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. The following table shows the estimated future amortization expense for the fiscal years indicated. This calculation assumes no future adjustments to acquired intangible assets: Fiscal years ending June 30, 2026 $ 467,153 2027 396,748 2028 379,380 2029 283,344 2030 209,344 2031 and Thereafter 240,622 Total $ 1,976,591 NOTE 9— PREPAID EXPENSES AND OTHER ASSETS Prepaid expenses and other current assets: As of June 30, 2025 As of June 30, 2024 Deposits and restricted cash $ 2,456 $ 4,142 Capitalized costs to obtain a contract 44,311 44,577 Short-term prepaid expenses and other current assets 148,824 192,065 Derivative asset (1) 2,984 2,127 Total $ 198,575 $ 242,911 ______________________ (1) Represents the asset related to our derivative instrument activity. See Note 17 “Derivative Instruments and Hedging Activities” for more details. Other assets: As of June 30, 2025 As of June 30, 2024 Deposits and restricted cash $ 22,720 $ 20,063 Capitalized costs to obtain a contract 84,715 64,911 Investments 116,704 124,168 Available-for-sale financial assets 45,074 40,541 Long-term prepaid expenses and other long-term assets 38,480 48,598 Total $ 307,693 $ 298,281 Deposits and restricted cash primarily relate to security deposits provided to landlords in accordance with facility lease agreements and cash restricted per the terms of certain contractual-based agreements. Capitalized costs to obtain a contract relate to incremental costs of obtaining a contract, such as sales commissions, which are eligible for capitalization on contracts to the extent that such costs are expected to be recovered (see Note 3 “Revenues”). Investments relate to certain investment funds in which we are a limited partner. Our interests in each of these investees range from 4 % to below 20 %. 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 and is subject to volatility based on market trends and business conditions, is recorded as a component of Other income (expense), net in our Consolidated Statements of Income (see Note 23 “Other Income (Expense), Net”). During the year ended June 30, 2025, our share of income (loss) from these investments was $ 0.2 million (year ended June 30, 2024 and 2023 — $( 18.2 ) million and $( 23.1 ) million, respectively). 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 165 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)”). Prepaid expenses and other assets, both short-term and long-term, include advance payments on licenses that are being amortized over the applicable terms of the licenses and other miscellaneous assets. NOTE 10— ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities: As of June 30, 2025 As of June 30, 2024 Accounts payable—trade $ 136,204 $ 151,202 Accrued salaries, incentives and commissions 254,230 267,991 Accrued liabilities 229,070 262,190 Accrued sales and other tax liabilities 32,964 21,167 Derivative liability (1) 275,810 159,234 Accrued interest on long-term debt 37,729 38,670 Amounts payable in respect of restructuring and other special charges 53,771 22,489 Asset retirement obligations 6,805 8,173 Total $ 1,026,583 $ 931,116 ______________________ (1) Represents the liability related to our derivative instrument activity (see Note 17 “Derivative Instruments and Hedging Activities” for more details) . Long-term accrued liabilities: As of June 30, 2025 As of June 30, 2024 Amounts payable in respect of restructuring and other special charges $ 8,591 $ 9,682 Other accrued liabilities 10,801 15,390 Asset retirement obligations 22,920 21,411 Total $ 42,312 $ 46,483 Asset retirement obligations We are required to return certain of our leased facilities to their original state at the conclusion of our lease. 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). 166 Tab le of C ontents NOTE 11— LONG-TERM DEBT As of June 30, 2025 As of June 30, 2024 Total debt Senior Notes 2031 $ 650,000 $ 650,000 Senior Notes 2030 900,000 900,000 Senior Notes 2029 850,000 850,000 Senior Notes 2028 900,000 900,000 Senior Secured Notes 2027 1,000,000 1,000,000 Acquisition Term Loan 2,185,375 2,221,225 Total principal payments due 6,485,375 6,521,225 Unamortized debt discount and issuance costs (1) (2) ( 107,454 ) ( 128,432 ) Total amount outstanding 6,377,921 6,392,793 Less: Current portion of long-term debt Acquisition Term Loan 35,850 35,850 Total current portion of long-term debt 35,850 35,850 Non-current portion of long-term debt $ 6,342,071 $ 6,356,943 ______________________ (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. Senior Unsecured Fixed Rate Notes Senior Notes 2031 On November 24, 2021, Open Text Holdings, Inc. (OTHI) a wholly-owned indirect subsidiary of the Company, issued $ 650 million in aggregate principal amount of 4.125 % senior notes due 2031 guaranteed by the Company (Senior Notes 2031) in an unregistered offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (Securities Act), and to certain non-U.S. persons in offshore transactions pursuant to Regulation S under the Securities Act. Senior Notes 2031 bear interest at a rate of 4.125 % per annum, payable semi-annually in arrears on June 1 and December 1, commencing on June 1, 2022. Senior Notes 2031 will mature on December 1, 2031, unless earlier redeemed, in accordance with their terms, or repurchased. On July 1, 2024, OTHI merged with and into Open Text Inc. (OTI), a wholly-owned indirect subsidiary of the Company. As a result of the merger, OTI assumed all rights and obligations of OTHI concerning the Senior Notes 2031, effective July 1, 2024. For the year ended June 30, 2025, we recorded interest expense of $ 26.8 million relating to Senior Notes 2031 (year ended June 30, 2024 and 2023—$ 26.8 million and $ 26.8 million, respectively). Senior Notes 2030 On February 18, 2020, OTHI issued $ 900 million in aggregate principal amount of 4.125 % senior notes due 2030 guaranteed by the Company (Senior Notes 2030) in an unregistered offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain non-U.S. persons in offshore transactions pursuant to Regulation S under the Securities Act. Senior Notes 2030 bear interest at a rate of 4.125 % per annum, payable semi-annually in arrears on February 15 and August 15, commencing on August 15, 2020. Senior Notes 2030 will mature on February 15, 2030, unless earlier redeemed, in accordance with their terms, or repurchased. As a result of the merger of OTHI with and into OTI, OTI assumed all rights and obligations of OTHI concerning the Senior Notes 2030, effective July 1, 2024. 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). 167 Tab le of C ontents Senior Notes 2029 On November 24, 2021, the Company issued $ 850 million in aggregate principal amount of 3.875 % senior notes due 2029 (Senior Notes 2029) in an unregistered offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain non-U.S. persons in offshore transactions pursuant to Regulation S under the Securities Act. Senior Notes 2029 bear interest at a rate of 3.875 % per annum, payable semi-annually in arrears on June 1 and December 1, commencing on June 1, 2022. Senior Notes 2029 will mature on December 1, 2029, unless earlier redeemed, in accordance with their terms, or repurchased. For the year ended June 30, 2025, we recorded interest expense of $ 32.9 million relating to Senior Notes 2029 (year ended June 30, 2024 and 2023—$ 32.9 million and $ 32.9 million, respectively). Senior Notes 2028 On February 18, 2020, the Company issued $ 900 million in aggregate principal amount of 3.875 % senior notes due 2028 (Senior Notes 2028) in an unregistered offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain non-U.S. persons in offshore transactions pursuant to Regulation S under the Securities Act. Senior Notes 2028 bear interest at a rate of 3.875 % per annum, payable semi-annually in arrears on February 15 and August 15, commencing on August 15, 2020. Senior Notes 2028 will mature on February 15, 2028, unless earlier redeemed, in accordance with their terms, or repurchased. 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 Secured Fixed Rate Notes Senior Secured Notes 2027 On December 1, 2022, the Company issued $ 1 billion in aggregate principal amount of senior secured notes due 2027 (Senior Secured Notes 2027, and together with the Senior Notes 2031, Senior Notes 2030, Senior Notes 2029, and Senior Notes 2028, the Senior Notes) in connection with the Micro Focus Acquisition in an unregistered offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain non-U.S. persons in offshore transactions pursuant to Regulation S under the Securities Act. Senior Secured Notes 2027 bear interest at a rate of 6.90 % per annum, payable semi-annually in arrears on June 1 and December 1, commencing on June 1, 2023. Senior Secured Notes 2027 will mature on December 1, 2027, unless earlier redeemed, in accordance with their terms, or repurchased. The Senior Secured Notes 2027 are guaranteed on a senior secured basis by certain of the Company’s subsidiaries, and are secured with the same priority as the Company’s senior credit facilities. The Senior Secured Notes 2027 and the related guarantees are effectively senior to all of the Company’s and the guarantors’ senior unsecured debt to the extent of the value of the Collateral (as defined in the indenture to the Senior Secured Notes 2027) and are structurally subordinated to all existing and future liabilities of each of the Company’s existing and future subsidiaries that do not guarantee the Senior Secured Notes 2027. As of June 30, 2025, the Senior Secured Notes 2027 bear an effective interest rate of 7.39 %. 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, 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). Term Loan B On May 30, 2018, we entered into a credit facility that provided for a $ 1 billion term loan facility (Term Loan B) and borrowed $ 1 billion under the facility to, among other things, repay in full the loans under our prior $ 800 million term loan facility originally entered into on January 16, 2014. On May 6, 2024, we used a portion of the net proceeds from the AMC Divestiture to prepay, in full, the then outstanding principal balance of $ 940 million under Term Loan B, at which point all remaining commitments under Term Loan B were reduced to zero and Term Loan B was terminated. For 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). Revolver 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. 168 Tab le of C ontents The Revolver has no fixed repayment date prior to the end of the term. Borrowings under the Revolver bear interest per annum at a floating rate of interest equal to Term SOFR (as defined in the Revolver) and a fixed margin dependent on our consolidated net leverage ratio ranging from 1.25 % to 1.75 %. Under the Revolver, we must maintain a “consolidated net leverage” ratio of no more than 4.50 :1.00 at the end of each financial quarter. Consolidated net leverage ratio is defined for this purpose as the proportion of our total debt reduced by unrestricted cash, including guarantees and letters of credit, over our trailing twelve months net income before interest, taxes, depreciation, amortization, restructuring, share-based compensation and other miscellaneous charges. As of June 30, 2025, our consolidated net leverage ratio, as calculated in accordance with the applicable agreement, was 3.25 :1.00. 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. 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 (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 %. As of June 30, 2025, the Acquisition Term Loan bears an effective interest rate of 7.12 %. The effective interest rate includes interest expense of $ 148.4 million and amortization of debt discount and issuance costs of $ 14.7 million. The Acquisition Term Loan has incremental facility capacity of (i) $ 250 million plus (ii) additional amounts, subject to meeting a “consolidated senior secured net leverage” ratio not exceeding 2.75 :1.00, in each case subject to certain conditions. Consolidated senior secured net leverage ratio is defined for this purpose as the proportion of the Company’s total debt reduced by unrestricted cash, including guarantees and letters of credit, that is secured by the Company’s or any of the Company’s subsidiaries’ assets, over the Company’s trailing four financial quarter net income before interest, taxes, depreciation, amortization, restructuring, share-based compensation and other miscellaneous charges. Under the Acquisition Term Loan, we must maintain a “consolidated net leverage” ratio of no more than 4.50 :1.00 at the end of each financial quarter. Consolidated net leverage ratio is defined for this purpose as the proportion of the Company’s total debt reduced by unrestricted cash, including guarantees and letters of credit, over the Company’s trailing four financial quarter net income before interest, taxes, depreciation, amortization, restructuring, share-based compensation and other miscellaneous charges as defined in the Acquisition Term Loan. As of June 30, 2025, our consolidated net leverage ratio, as calculated in accordance with the applicable agreement, was 3.25 :1.00. The Acquisition Term Loan is unconditionally guaranteed by certain subsidiary guarantors, as defined in the Acquisition Term Loan, and is secured by a first charge on substantially all of the assets of the Company and the subsidiary guarantors on a pari passu basis with the Revolver and the Senior Secured Notes 2027. On October 20, 2023 and January 22, 2024, the Company made prepayments of $ 75 million and $ 175 million, respectively, on the Acquisition Term Loan using cash on hand. 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. 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). 169 Tab le of C ontents Debt Discount and Issuance Costs Debt discount and issuance costs relate primarily to costs incurred for the purpose of obtaining or amending our credit facilities and issuing our Senior Notes, and are being amortized through interest expense over the respective terms of the Senior Notes and Acquisition Term Loan using the effective interest method and straight-line method for the Revolver. NOTE 12— PENSION PLANS AND OTHER POST-RETIREMENT BENEFITS 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). All of our pension and other post-retirement plans are located outside of Canada and the United States. The plans are primarily located in Germany, which, as of June 30, 2025, make up approximately 49 % of the total net benefit pension obligations. Our defined benefit pension plans include a mix of final salary type plans which provide for retirement, old age, disability and survivor’s benefits. Final salary type pension plans provide benefits to members either in the form of a lump sum payment or a guaranteed level of pension payable for life in the case of retirement, disability and death. Benefits under our final salary type plans are generally based on the participant’s age, compensation and years of service as well as the social security ceiling and other factors. Many of these plans are closed to new members. The net periodic costs of these plans are determined using the projected unit credit method and several actuarial assumptions, the most significant of which are the discount rate and estimated service costs. Other post-retirement plans include statutory plans that offer termination, indemnity or other end of service benefits. Many of these plans were assumed through our acquisitions or are required by local regulatory and statutory requirements. 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 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). For Fiscal 2026, we expect to make cash contributions of $ 9.3 million to our defined benefit plans. As part of the Micro Focus Acquisition (see Note 19 “Acquisitions and Divestitures” for more details), we assumed a total of 30 defined benefit plans, all located outside of Canada and the United States. As of June 30, 2025, these assumed plans carried a net liability of $ 38.8 million and are funded at 82 % of the defined benefit obligations. Plan assets that partially fund these assumed defined benefit obligations are primarily classified within Level 1 and Level 2 of the fair value hierarchy and consist primarily of investments in equity and debt funds. Plan assets exclude insurance contracts with guaranteed interest rates classified as Level 3 available-for-sale financial assets of $ 27.4 million that do not meet the definition of a qualifying insurance policy, as they have not been pledged to the defined benefit and other post-retirement plans (see Note 16 “Fair Value Measurement” for more details). As of June 30, 2025, the fair value of these acquired plan assets was $ 182.6 million. The following tables provides the details of the funded status of our defined benefit pension and other post-retirement plans: As of June 30, 2025 As of June 30, 2024 Plan assets $ 237,823 $ 217,324 Projected benefit obligations ( 374,690 ) ( 349,427 ) Funded status $ ( 136,867 ) $ ( 132,103 ) The following tables provides details of the net benefit obligations of our defined benefit pension and other post-retirement plans: As of June 30, 2025 As of June 30, 2024 Current portion of benefit obligation (1) $ 4,652 $ 4,848 Non-current portion of benefit obligation 132,215 127,255 Total $ 136,867 $ 132,103 ______________________ (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). 170 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: As of June 30, 2025 As of June 30, 2024 Benefit obligation—beginning of fiscal year $ 349,427 $ 339,179 Service cost 11,082 11,073 Interest cost 13,008 12,345 Benefits paid ( 11,161 ) ( 3,204 ) Company contributions — ( 3,849 ) Employee contributions 1,703 2,007 Plan settlement ( 7,440 ) ( 7,089 ) Plan amendment ( 2,948 ) 1,501 Curtailment (gain) loss ( 927 ) — Net transfers — ( 228 ) Actuarial (gain) loss ( 1,273 ) 3,412 Other events ( 762 ) — Foreign exchange (gain) loss 23,981 ( 5,720 ) Benefit obligation—end of period 374,690 349,427 Less: Current portion 4,652 4,848 Non-current portion of benefit obligation $ 370,038 $ 344,579 As of June 30, 2025 As of June 30, 2024 Plan assets—beginning of fiscal year $ 217,324 $ 208,363 Benefit payments from plan assets ( 11,161 ) ( 2,520 ) Expected return on plan assets 11,790 11,400 Return on plan assets ( 1,304 ) 3,973 Company contributions 9,217 3,454 Employee contributions 1,703 2,007 Plan settlement ( 7,440 ) ( 7,089 ) Foreign exchange (gain) loss 17,694 ( 2,264 ) Plan assets—end of period $ 237,823 $ 217,324 The following table provides details of net pension expense for the periods indicated: Year Ended June 30, Pension expense: 2025 2024 2023 Service cost $ 11,082 $ 11,073 $ 6,921 Interest cost 13,008 12,345 7,091 Expected return of plan assets ( 11,790 ) ( 11,400 ) ( 5,502 ) Amortization of actuarial (gains) losses 1,306 643 246 Settlement cost 987 1,220 451 Net pension expense $ 14,593 $ 13,881 $ 9,207 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. 171 Tab le of C ontents The following table provides details of amounts recognized in Other Comprehensive Income: Year Ended June 30, 2025 2024 2023 Net actuarial gain (loss) $ 322 $ 1,598 $ ( 9,017 ) Amortization of actuarial loss 1,306 643 246 Settlement cost and plan amendments 2,452 ( 193 ) 673 Curtailment 788 — — Total recognized in other comprehensive income $ 4,868 $ 2,048 $ ( 8,098 ) The following table provides details of the plan assets measured at fair value presented by asset category and fair value hierarchy for the periods indicated: As of June 30, 2025 As of June 30, 2024 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Cash $ 2,041 $ — $ — $ 2,041 $ 2,444 $ — $ — $ 2,444 Debt funds 91,908 8,251 — 100,159 82,264 9,301 — 91,565 Equity funds 94,844 6,559 — 101,403 79,538 6,122 — 85,660 Real estate funds 5,014 73 4,322 9,409 4,438 70 4,771 9,279 Other 18,092 4,574 2,145 24,811 22,002 4,487 1,887 28,376 Total $ 211,899 $ 19,457 $ 6,467 $ 237,823 $ 190,686 $ 19,980 $ 6,658 $ 217,324 The Company’s investment objective with respect to its defined benefit plan assets is to achieve an optimal rate of return over the long term while managing an appropriate level of risk to meet adequate future benefit obligations. Plan assets are managed by investment fiduciaries that determine the appropriate asset allocation, risk tolerance, fund diversification and investment strategies to achieve the long-term investment objectives of the plan assets. In determining the fair value of the defined benefit obligations as of June 30, 2025 and 2024, we used the following weighted-average key assumptions: Year Ended June 30, 2025 2024 Assumptions: Salary increases 3.2 % 3.0 % Pension increases 2.0 % 2.1 % Discount rate 3.9 % 3.8 % Expected return on plan assets 5.6 % 5.5 % Normal retirement age 64 64 Anticipated pension payments under the defined benefit plans for the fiscal years indicated below are as follows: Fiscal years ending June 30, 2026 $ 18,076 2027 16,440 2028 18,425 2029 19,668 2030 19,867 2031 to 2035 113,652 Total $ 206,128 Defined Contribution Plans The Company has various defined contribution retirement plans around the world covering many of its employees. Under these plans, employees can contribute a portion of their salary to the plan and the Company makes minimum non-elective contributions, discretionary contributions, and matching contributions, depending on the terms of the specific plan. The majority of the plans are primarily located in Canada, the United States, the United Kingdom and Germany. 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). 172 Tab le of C ontents NOTE 13— EQUITY AND SHARE-BASED COMPENSATION Equity Cash Dividends For the year ended June 30, 2025, pursuant to the Company’s dividend policy, we declared total non-cumulative dividends of $ 1.05 per Common Share in the aggregate amount of $ 271.5 million, which we paid during the same period (year ended June 30, 2024 and 2023—$ 1.00 and $ 0.9720 per Common Share, respectively, in the aggregate amount of $ 267.4 million and $ 259.5 million, respectively). Share Capital Our authorized share capital includes an unlimited number of Common Shares and an unlimited number of Preference Shares. No Preference Shares have been issued. Treasury Stock 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 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. 173 Tab le of C ontents Share-Based Compensation Share-based compensation expense for the periods indicated below is detailed as follows: Year Ended June 30, 2025 2024 2023 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 Restricted Share Units (issued under LTIP) 15,418 10,677 9,762 Restricted Share Units (other) 42,706 75,642 72,149 Deferred Share Units (directors) 3,922 3,162 4,036 Employee Stock Purchase Plan 5,979 6,016 5,580 Total share-based compensation expense $ 104,840 $ 140,079 $ 130,302 No cash was used by us to settle equity instruments granted under share-based compensation arrangements in any of the periods presented. 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 share-based compensation awards is as follows: As of June 30, 2025 Unrecognized Compensation Cost Weighted Average Recognition Period (years) Stock Options (issued under Stock Option Plans) $ 33,672 2.32 Performance Share Units (issued under LTIP) 39,948 1.85 Restricted Share Units (issued under LTIP) 13,221 1.33 Restricted Share Units (other) 33,972 1.54 Total unrecognized share-based compensation cost $ 120,813 Stock Option Plans Stock Options A summary of stock options outstanding under our 2004 Stock Option Plan is set forth below. 2004 Stock Option Plan Date of inception Oct-04 Eligibility Eligible employees, as determined by the Board of Directors Options granted to date 50,635,497 Options exercised to date ( 23,076,178 ) Options cancelled to date ( 15,252,765 ) Options outstanding 12,306,554 Options available for issuance 4,780,548 Termination grace periods Immediately “for cause”; 90 days for any other reason; 180 days due to death Vesting schedule 25 % per year, unless otherwise specified Exercise price range $ 25.85 - $ 52.62 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. Currently we also have options outstanding that vest over five years , as well as options outstanding that vest based on meeting certain market conditions. 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. 174 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. 107. The option-pricing models require input of subjective assumptions, including the estimated life of the option and the expected volatility of the underlying stock over the estimated life of the option. We use historical volatility as a basis for projecting the expected volatility of the underlying stock and estimate the expected life of our stock options based upon historical data. We believe that the valuation techniques and the approach utilized to develop the underlying assumptions are appropriate in calculating the fair value of our stock option grants. Estimates of fair value are not intended, however, to predict actual future events or the value ultimately realized by employees who receive equity awards. A summary of activity under our stock option plans for the year ended June 30, 2025 is as follows: Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (years) Aggregate Intrinsic Value ($’000’s) Outstanding at June 30, 2024 12,207,412 $ 38.51 4.31 $ 6,142 Granted 2,620,150 28.21 Exercised ( 139,077 ) 26.81 Forfeited or expired ( 2,381,931 ) 37.04 Outstanding at June 30, 2025 12,306,554 $ 36.73 3.93 $ 5,942 Exercisable at June 30, 2025 5,321,170 $ 40.67 2.66 $ 1,139 For the periods indicated, the weighted-average fair value of options and weighted-average assumptions estimated under the Black-Scholes option-pricing model were as follows: Year Ended June 30, 2025 2024 2023 Weighted–average fair value of options granted $ 5.80 $ 9.00 $ 6.75 Weighted-average assumptions used: Expected volatility 28.96 % 30.46 % 28.73 % Risk–free interest rate 3.81 % 4.44 % 3.98 % Expected dividend yield 3.60 % 2.73 % 3.07 % Expected life (in years) 4.32 4.26 4.20 Forfeiture rate (based on historical rates) 7 % 7 % 7 % Average exercise share price $ 26.81 $ 36.55 $ 31.13 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, 2025 2024 2023 Weighted–average fair value of options granted $ — $ — $ 8.09 Derived service period (in years) — — 1.70 Weighted-average assumptions used: Expected volatility — % — % 26.00 % Risk–free interest rate — % — % 3.21 % Expected dividend yield — % — % 2.00 % Average exercise share price $ — $ — $ 31.89 175 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, 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). Long-Term Incentive Plans We incentivize certain eligible employees, in part, with long-term compensation pursuant to our LTIP. The LTIP is a rolling three-year program that grants eligible employees a certain number of target Performance Share Units (PSUs) and/or Restricted Share Units (RSUs). Target PSUs become vested upon the achievement of certain financial and/or operational performance criteria (the Performance Conditions) that are determined at the time of the grant. The Performance Conditions for vesting of the outstanding PSUs are based on market conditions or performance-based revenue conditions. 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. PSUs and RSUs granted under the LTIP have been measured at fair value as of the effective date, consistent with ASC Topic 718, and will be charged to share-based compensation expense over the remaining life of the plan. We estimate the fair value of PSUs with market-based conditions using the Monte Carlo pricing model and RSUs have been valued based upon their grant date fair value. The fair value of PSUs with performance-based conditions have been valued based upon their grant date fair value. Beginning in Fiscal 2023, certain PSU and RSU grants were eligible to receive dividend equivalent units that vest under the same conditions as the underlying grants. Performance Share Units (Issued Under LTIP) 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 Grant Date Fair Value Weighted- Average Remaining Contractual Term (years) Aggregate Intrinsic Value ($’000’s) Outstanding at June 30, 2024 1,605,116 $ 56.09 1.70 $ 48,218 Granted (1) 982,503 46.58 Vested (1) ( 257,611 ) 75.14 Forfeited or expired ( 357,067 ) 51.43 Outstanding at June 30, 2025 1,972,941 $ 49.87 1.52 $ 51,956 ______________________ (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. 176 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: Year Ended June 30, 2025 2024 2023 Weighted–average fair value of performance share units granted $ 47.96 $ 21.17 - $ 59.48 $ 43.10 - $ 55.06 Weighted-average assumptions used: Expected volatility 30.26 % 28.05 % 29.00 % Risk–free interest rate 3.67 % 4.38 % - 4.95 % 3.13 % - 3.39 % Expected dividend yield — % — % — % Expected life (in years) 3.11 3.00 3.11 Forfeiture rate (based on historical rates) 7 % 7 % 7 % Weighted–average fair value of performance share units vested $ 75.14 $ — $ 41.75 Aggregate intrinsic value of performance share units vested ($ in ‘000’s) $ 8,020 $ — $ 6,216 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: Units Weighted-Average Grant Date Fair Value Weighted- Average Remaining Contractual Term (years) Aggregate Intrinsic Value ($’000’s) Outstanding at June 30, 2024 956,325 $ 39.61 1.77 $ 28,728 Granted 699,220 28.43 Vested ( 170,370 ) 49.92 Forfeited or expired ( 213,160 ) 33.70 Outstanding at June 30, 2025 1,272,015 $ 33.11 1.70 $ 37,143 For the periods indicated, the weighted-average fair value and aggregate intrinsic value of RSUs (issued under LTIP) were as follows: Year Ended June 30, 2025 2024 2023 Weighted–average fair value of restricted share units granted $ 28.43 $ 35.07 $ 38.82 Weighted–average fair value of restricted share units vested $ 49.92 $ 43.40 $ 36.83 Aggregate intrinsic value of restricted share units vested ($ in ‘000’s) $ 5,111 $ 9,093 $ 3,947 Restricted Share Units (Other) 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. 177 Tab le of C ontents A summary of activity under our RSUs (other) issued for the year ended June 30, 2025 is as follows: Units Weighted-Average Grant Date Fair Value Weighted- Average Remaining Contractual Term (years) Aggregate Intrinsic Value ($’000’s) Outstanding at June 30, 2024 4,555,955 $ 35.87 1.79 $ 136,861 Granted 923,127 27.37 Vested ( 2,459,944 ) 35.63 Forfeited or expired ( 379,255 ) 36.06 Outstanding at June 30, 2025 2,639,883 $ 33.11 2.00 $ 77,084 For the periods indicated, the weighted-average fair value and intrinsic value of RSUs (other) were as follows: Year Ended June 30, 2025 2024 2023 Weighted–average fair value of restricted share units granted $ 27.37 $ 38.04 $ 30.46 Weighted–average fair value of restricted share units vested $ 35.63 $ 40.94 $ 36.33 Aggregate intrinsic value of restricted share units vested ($ in ‘000’s) $ 69,891 $ 62,821 $ 15,755 During the year ended June 30, 2025, we delivered to eligible participants 2,459,944 Common Shares that were purchased in the open market in connection with the settlement of vested RSUs, at a cost of $ 87.6 million (year ended June 30, 2024 and 2023— 1,576,565 and 400,210 Common Shares, respectively, with a cost of $ 70.7 million and $ 17.6 million). Deferred Share Units (DSUs) The DSUs are granted to certain non-employee directors. DSUs are issued under our Deferred Share Unit Plan. DSUs granted as compensation for director fees vest immediately, whereas all other DSUs granted vest at our next annual general meeting following the granting of the DSUs. No DSUs are payable by us until the director ceases to be a member of the Board. A summary of activity under our deferred share units issued for the year ended June 30, 2025 is as follows: Units Weighted-Average Price Weighted- Average Remaining Contractual Term (years) Aggregate Intrinsic Value ($’000’s) Outstanding at June 30, 2024 (1) 1,082,471 $ 30.67 0.42 $ 32,517 Granted (2) 118,330 31.03 Settled ( 296,831 ) 29.69 Outstanding at June 30, 2025 (2) 903,970 $ 31.04 0.34 $ 26,415 ______________________ (1) Includes 47,871 unvested DSUs. (2) Includes 62,177 unvested DSUs. For the periods indicated, the weighted-average fair value and intrinsic value of DSUs were as follows: Year Ended June 30, 2025 2024 2023 Weighted–average fair value of deferred share units granted $ 31.03 $ 38.43 $ 29.72 Weighted–average fair value of deferred share units vested $ 34.21 $ 36.81 $ 32.44 Aggregate intrinsic value of deferred share units vested ($ in ‘000’s) $ 3,194 $ 1,461 $ 1,565 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). 178 Tab le of C ontents NOTE 14— GUARANTEES AND CONTINGENCIES We have entered into the following contractual obligations with minimum payments for the indicated fiscal periods as follows: Payments due between Total July 1, 2025 - June 30, 2026 July 1, 2026 - June 30, 2028 July 1, 2028 - June 30, 2030 July 1, 2030 and beyond Long-term debt obligations (1) $ 7,866,885 $ 370,421 $ 2,600,069 $ 4,206,176 $ 690,219 Purchase obligations for contracts not accounted for as lease obligations (2) 322,565 226,310 96,255 — — $ 8,189,450 $ 596,731 $ 2,696,324 $ 4,206,176 $ 690,219 ______________________ (1) Includes interest up to maturity and principal payments. See Note 11 “Long-Term Debt” 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 We have entered into customer agreements which may include provisions to indemnify our customers against third-party claims that our software products or services infringe certain third-party intellectual property rights and for liabilities related to a breach of our confidentiality obligations. We have not made any material payments in relation to such indemnification provisions and have not accrued any liabilities related to these indemnification provisions in our Consolidated Financial Statements. Occasionally, we enter into financial guarantees with third parties in the ordinary course of our business, including, among others, guarantees relating to taxes and letters of credit on behalf of parties with whom we conduct business. Such agreements have not had a material effect on our results of operations, financial position or cash flows. Litigation We are currently involved in various claims and legal proceedings. Quarterly, we review the status of each significant legal matter and evaluate such matters to determine how they should be treated for accounting and disclosure purposes in accordance with the requirements of ASC Topic 450-20 “Loss Contingencies” (Topic 450-20). Specifically, this evaluation process includes the centralized tracking and itemization of the status of all our disputes and litigation items, discussing the nature of any litigation and claim, including any dispute or claim that is reasonably likely to result in litigation, with relevant internal and external counsel, and assessing the progress of each matter in light of its merits and our experience with similar proceedings under similar circumstances. If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, we accrue a liability for the estimated loss in accordance with Topic 450-20. As of the date of this Annual Report on Form 10-K, the aggregate of such accrued liabilities was not material to our consolidated financial position or results of operations and we do not believe as of the date of this filing that it is reasonably possible that a loss exceeding the amounts already recognized will be incurred that would be material to our consolidated financial position or results of operations. As described more fully below, we are unable at this time to estimate a possible loss or range of losses in respect of certain disclosed matters. Contingencies CRA Matter As part of its ongoing audit of our Canadian tax returns, the Canada Revenue Agency (CRA) has disputed our transfer pricing methodology used for certain intercompany transactions with our international subsidiaries and has issued notices of reassessment for Fiscal 2012, Fiscal 2013, Fiscal 2014, Fiscal 2015 and Fiscal 2016. Assuming the utilization of available tax attributes (further described below), we estimate our potential aggregate liability, as of June 30, 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, 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 179 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. The notices of reassessment for Fiscal 2012, Fiscal 2013, Fiscal 2014, Fiscal 2015 and Fiscal 2016 would, as drafted, increase our taxable income by approximately $ 90 million to $ 100 million for each of those years, as well as impose a 10 % penalty on the proposed adjustment to income. Audits by the CRA of our tax returns for fiscal years prior to Fiscal 2012 have been completed with no reassessment of our income tax liability. We strongly disagree with the CRA's positions and believe the reassessments of Fiscal 2012, Fiscal 2013, Fiscal 2014, Fiscal 2015 and Fiscal 2016 (including any penalties) are without merit, and we are continuing to contest these reassessments. On June 30, 2022, we filed a notice of appeal with the Tax Court of Canada seeking to reverse all such reassessments (including penalties) in full and the customary court process is ongoing. Even if we are unsuccessful in challenging the CRA's reassessments to increase our taxable income for Fiscal 2012, 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, 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. In accordance with applicable rules, these assets were recognized for tax purposes at fair market value as of that time, which value was supported by an expert valuation prepared by an independent leading accounting and advisory firm. CRA’s position for Fiscal 2017 through Fiscal 2020 relies in significant part on the application of its positions regarding our transfer pricing methodology that are the basis for its reassessment of our fiscal years 2012 to 2016 described above, and that we believe are without merit. Other aspects of CRA’s position for Fiscal 2017 through Fiscal 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 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. Any such income tax expense could also have a corresponding cash tax impact that would primarily occur over a period of several future years based upon annual income realization in Canada. We strongly disagree with the CRA’s position for Fiscal 2017 through Fiscal 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 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. We are confident that our original tax filing positions were appropriate. Accordingly, as of the date of this Annual Report on Form 10-K, we have not recorded any accruals in respect of these reassessments or proposed reassessment in our Consolidated Financial Statements. Other Matters Also see Part I, Item 1A, “Risk Factors” in this Annual Report on Form 10-K for Fiscal 2025, as well as Note 15 “Income Taxes” related to certain historical matters arising prior to the Micro Focus Acquisition. NOTE 15— INCOME TAXES 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. 180 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: Year Ended June 30, 2025 2024 2023 Expected statutory rate 26.50 % 26.50 % 26.50 % Expected provision for income taxes $ 127,749 $ 193,263 $ 58,653 Effect of foreign tax rate differences ( 9,275 ) ( 18,338 ) ( 17,502 ) 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 Effect of U.S. BEAT (3) — 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: Year Ended June 30, 2025 2024 2023 Domestic income (loss) $ 248,942 $ 359,865 $ 300,437 Foreign income (loss) 233,129 369,431 ( 79,104 ) Income before income taxes $ 482,071 $ 729,296 $ 221,333 181 Tab le of C ontents The provision for (recovery of) income taxes consisted of the following: Year Ended June 30, 2025 2024 2023 Current income taxes (recoveries): Domestic $ 13,769 $ 76,571 $ 15,619 Foreign 170,852 329,712 204,708 Total current income taxes (recoveries) 184,621 406,283 220,327 Deferred income taxes (recoveries): Domestic 44,974 17,205 17,461 Foreign ( 183,590 ) ( 159,476 ) ( 167,021 ) Total deferred income taxes (recoveries) ( 138,616 ) ( 142,271 ) ( 149,560 ) Provision for income taxes $ 46,005 $ 264,012 $ 70,767 The primary components of the deferred tax assets and liabilities are as follows, for the periods indicated below: As of June 30, 2025 2024 Deferred tax assets Non-capital loss carryforwards $ 676,446 $ 750,895 Capital loss carryforwards 5,833 13,221 Interest expense carryforwards 230,658 217,071 Capitalized scientific research and development expenses 451,163 416,126 Restructuring costs and other reserves 18,678 21,347 Capitalized inventory and intangible expenses 123,010 — Tax credits 179,343 172,409 Lease liabilities 36,975 36,343 Deferred revenue 22,759 23,362 Share-based compensation 40,464 40,188 Derivatives 73,074 41,978 Other 62,799 88,901 Total deferred tax asset 1,921,202 1,821,841 Valuation allowance ( 651,779 ) ( 662,694 ) Deferred tax liabilities Depreciation and amortization ( 247,606 ) ( 233,219 ) Right of use assets ( 22,754 ) ( 21,173 ) Other ( 60,002 ) ( 120,730 ) Deferred tax liabilities ( 330,362 ) ( 375,122 ) Net deferred tax asset $ 939,061 $ 784,025 Comprised of: Long-term assets 1,080,575 932,657 Long-term liabilities ( 141,514 ) ( 148,632 ) Net deferred tax asset $ 939,061 $ 784,025 As of June 30, 2025, we have $ 313.3 million of domestic non-capital loss carryforwards. In addition, we have $ 2.9 billion of foreign non-capital loss carryforwards, which includes $ 414.6 million of U.S. state loss carryforwards. $ 425.5 million of the foreign non-capital loss carryforwards have no expiry date, which includes $ 53.1 million of U.S. state loss carryforwards. The remainder of the domestic and foreign losses expire between 2026 and 2044. In addition, investment tax credits of $ 88.5 million will expire between 2028 and 2045. 182 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. We continue to evaluate our taxable position quarterly and consider factors by taxing jurisdiction, including but not limited to factors such as estimated taxable income, any historical experience of losses for tax purposes and the future growth of OpenText. 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 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: Unrecognized tax benefits as of June 30, 2023 $ 178,728 Increases on account of current year positions 4,074 Increases on account of prior year positions 16,558 Decreases on account of prior year positions ( 3,338 ) Decreases due to settlements with tax authorities ( 11,497 ) Decreases due to lapses of statutes of limitations ( 4,160 ) Unrecognized tax benefits as of June 30, 2024 180,365 Increases on account of current year positions — Increases on account of prior year positions 8,024 Decreases on account of prior year positions ( 2,612 ) Decreases due to settlements with tax authorities ( 9,569 ) Decreases due to lapses of statutes of limitations ( 36,417 ) Unrecognized tax benefits as of June 30, 2025 $ 139,791 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. The net unrecognized tax benefit excluding these deferred tax assets is $ 83.8 million as of June 30, 2025 (June 30, 2024—$ 117.4 million). We recognize interest expense and penalties related to income tax matters in income tax expense. 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, 2025 2024 2023 Interest expense (income) $ ( 5,290 ) $ 7,778 $ ( 1,922 ) Penalties expense ( 2,175 ) 964 ( 21 ) Total $ ( 7,465 ) $ 8,742 $ ( 1,943 ) The following amounts have been accrued on account of income tax-related interest expense and penalties: As of June 30, 2025 As of June 30, 2024 Interest expense accrued (1) $ 14,686 $ 19,976 Penalties accrued (1) $ 2,121 $ 4,295 ______________________ (1) These balances are primarily included within Long-term income taxes payable within the Consolidated Balance Sheets. We believe that it is reasonably possible that the gross unrecognized tax benefits, as of June 30, 2025, could decrease tax expense in the next 12 months by $ 27.3 million, relating primarily to the expiration of competent authority relief and tax years becoming statute barred for purposes of future tax examinations by local taxing jurisdictions. We are subject to income tax audits in all major taxing jurisdictions in which we operate. Our four most significant tax jurisdictions are Canada, the United States, the United Kingdom and Germany. Our tax filings remain subject to audits by 183 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. The earliest fiscal years open for examination for our major jurisdictions are 2012 for Canada, 2021 for the United States, 2015 for the United Kingdom and 2016 for Germany. On a quarterly basis we assess the status of these examinations and the potential for adverse outcomes to determine the adequacy of the provision for income and other taxes. Statements regarding the Canada audits are included in Note 14 “Guarantees and Contingencies.” The timing of the resolution of income tax audits is highly uncertain, and the amounts ultimately paid, if any, upon resolution of the issues raised by the taxing authorities may differ from the amounts accrued. It is reasonably possible that within the next 12 months we will receive additional assessments by various tax authorities or possibly reach resolution of income tax audits in one or more jurisdictions. These assessments or settlements may or may not result in changes to our contingencies related to positions on tax filings. The actual amount of any change could vary significantly depending on the ultimate timing and nature of any settlements. We cannot currently provide an estimate of the range of possible outcomes. For more information relating to certain income tax audits, refer to Note 14 “Guarantees and Contingencies.” 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. It is not practicable to reasonably estimate the amount of additional deferred income tax liabilities or foreign withholding taxes that may be payable should these earnings be distributed in the future. State Aid Matter 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 ASC Topic 820 “Fair Value Measurement” (Topic 820) defines fair value, establishes a framework for measuring fair value, and addresses disclosure requirements for fair value measurements. Fair value is the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value, in this context, should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk, including our own credit risk. In addition to defining fair value and addressing disclosure requirements, Topic 820 establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels which are determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are: • Level 1—inputs are based upon unadjusted quoted prices for identical instruments traded in active markets. • 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. 184 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. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models and similar techniques. Financial Assets and Liabilities Measured at Fair Value : Our cash and cash equivalents, along with our accounts receivable and accounts payable and accrued liabilities balances, are measured and recognized in our Consolidated Financial Statements at an amount that approximates the fair value (a Level 2 measurement) due to their short maturities. The carrying value of our other long-term debt facilities approximates the fair value since the interest rate is at market. See Note 11 “Long-Term Debt” for further details. The following table summarizes the fair value of the Company’s financial instruments as of June 30, 2025 and 2024: Fair Value Fair Value Hierarchy June 30, 2025 June 30, 2024 Assets: Available-for-sale financial assets (Note 9) Level 2 $ 17,721 $ 15,603 Available-for-sale financial assets (Note 9) Level 3 27,353 24,938 Derivative asset (Note 17) Level 2 2,984 2,127 Liabilities: Derivative liability (Note 17) Level 2 $ ( 275,810 ) $ ( 159,234 ) Senior Notes (Note 11) (1) Level 2 ( 4,158,921 ) ( 4,006,771 ) ______________________ (1) Senior Notes are presented within the Consolidated Balance Sheets at amortized cost. See Note 11 “Long-Term Debt” for further details. Changes in Level 3 Fair Value Measurements The following table provides a reconciliation of changes in the fair value of our Level 3 available-for-sale financial assets between June 30, 2024 and June 30, 2025. Available-for-sale financial assets Balance as of June 30, 2024 $ 24,938 Gain (loss) recognized in income 2,415 Balance as of June 30, 2025 $ 27,353 Our derivative liabilities and our derivative assets are classified as Level 2 and are comprised of foreign currency forward and swap contracts. Our valuation techniques used to measure the fair values of the derivative instruments, the counterparties to which have high credit ratings, were derived from pricing models including discounted cash flow techniques, with all significant inputs derived from or corroborated by observable market data, as no quoted market prices exist for these instruments. Our discounted cash flow techniques use observable market inputs, such as, where applicable, foreign currency spot and forward rates. Our available-for-sale financial assets are classified as either Level 2 or Level 3. Our Level 2 available-for-sale financial assets are comprised primarily of various debt and equity funds, which are valued utilizing market quotes provided by our third-party custodian. Our Level 3 available-for-sale financial assets are comprised of insurance contracts which are valued by an external insurance expert by applying a discount rate to the future cash flows and taking into account the fixed interest rate, mortality rates and term of the insurance contracts. See Note 9 “Prepaid Expenses and Other Assets” for further details. If applicable, we will recognize transfers between levels within the fair value hierarchy at the end of the reporting period in which the actual event or change in circumstance occurs. During the year ended June 30, 2025 and 2024, respectively, we did not have any transfers between Level 1, Level 2 or Level 3. 185 Tab le of C ontents Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis We measure certain assets and liabilities at fair value on a nonrecurring basis. These assets and liabilities are recognized at fair value when they are deemed to be other-than-temporarily impaired. During the year ended June 30, 2025 and 2024, respectively, no indications of impairments were identified and therefore no fair value measurements were required. NOTE 17— DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES Non-designated Hedges In connection with the Micro Focus Acquisition, in August 2022, we entered into certain derivative transactions to meet certain foreign currency obligations under UK cash confirmation requirements related to the purchase price of the Micro Focus Acquisition, mitigate the risk of foreign currency appreciation in the GBP denominated purchase price and mitigate the risk of foreign currency appreciation in the EUR denominated existing debt held by Micro Focus. We entered into the following derivatives: (i) three deal-contingent forward contracts, (ii) a non-contingent forward contract, and (iii) EUR/USD cross currency swaps. The deal-contingent forward contracts had an aggregate notional amount of £ 1.475 billion. The non-contingent forward contract had a notional amount of £ 350 million. 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-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. Net Investment Hedge During the third quarter of Fiscal 2023, the Company designated the € 690 million of 7-year EUR/USD cross currency swaps as net investment hedges in accordance with “Derivatives and Hedging” (Topic 815). The Company utilizes the designated cross currency swaps to protect our EUR-denominated operations against exchange rate fluctuations. The Company assesses the hedge effectiveness of its net investment hedges on a quarterly basis utilizing a method based on the changes in spot price. As such, for derivative instruments designated as net investment hedges, changes in fair value of the designated hedging instruments attributable to fluctuations in the foreign currency spot exchange rates are initially recorded as a component of currency translation adjustments included within Consolidated Statements of Comprehensive Income until the hedged foreign operations are either sold or substantially liquidated. In accordance with Topic 815 certain components of the designated cross currency swaps relating to counterparty credit risk and forward exchange rates were excluded from the above effectiveness assessment. 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 Flows. 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. Cash Flow Hedge We are engaged in hedging programs with various banks to limit the potential foreign exchange fluctuations incurred on future cash flows relating to a portion of our Canadian dollar payroll expenses. We operate internationally and are therefore exposed to foreign currency exchange rate fluctuations in the normal course of our business, in particular to changes in the Canadian dollar on account of large costs that are incurred from our centralized Canadian operations, which are denominated in Canadian dollars. As part of our risk management strategy, we use foreign currency forward contracts to hedge portions of our payroll exposure with typical maturities of between one and twelve months . We do not use foreign currency forward contracts for speculative purposes. 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 186 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. dollars in exchange for Canadian dollars was $ 93.5 million (June 30, 2024—$ 95.7 million). Fair Value of Derivative Instruments and Effect of Derivative Instruments on Financial Performance The fair values of outstanding derivative instruments are as follows: As of June 30, 2025 As of June 30, 2024 Instrument Balance Sheet Location Asset Liability Asset Liability Derivatives designated as hedges: Cash flow hedge Prepaid expenses and other current assets (Accounts payable and accrued liabilities) $ 2,068 $ — $ — $ ( 828 ) Net investment hedge Prepaid expenses and other current assets (Accounts payable and accrued liabilities) 124 ( 161,304 ) 654 ( 88,186 ) Total derivatives designated as hedges: 2,192 ( 161,304 ) 654 ( 89,014 ) Derivatives not designated as hedges: Cross currency swap contracts Prepaid expenses and other current assets (Accounts payable and accrued liabilities) 792 ( 114,506 ) 1,473 ( 70,220 ) Total derivatives not designated as hedges: 792 ( 114,506 ) 1,473 ( 70,220 ) Total derivatives $ 2,984 $ ( 275,810 ) $ 2,127 $ ( 159,234 ) 187 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, Instrument Income Statement Location 2025 2024 2023 Derivatives designated as hedges: Cash flow hedge Operating expenses $ ( 3,443 ) $ ( 1,312 ) $ ( 3,702 ) Net investment hedge Interest and other related expense, net 3,300 3,707 1,344 Derivatives not designated as hedges: Deal-contingent forward contract Other income (expense), net — — 9,354 Non-contingent forward contract Other income (expense), net — — 9,052 Cross currency swap contracts Other income (expense), net ( 54,666 ) 3,116 ( 9,779 ) Cross currency swap contracts Interest and other related expense, net 2,842 3,441 1,421 Total $ ( 51,967 ) $ 8,952 $ 7,690 The effects of the cash flow and net investment hedges on our Consolidated Statements of Comprehensive Income: Year Ended June 30, Consolidated Statements of Income and Consolidated Statements of Comprehensive Income Location 2025 2024 2023 Gain (loss) recognized in OCI (loss) on cash flow hedge (effective portion) Unrealized gain (loss) on cash flow hedge $ ( 548 ) $ ( 3,670 ) $ ( 1,280 ) Gain (loss) recognized in OCI (loss) on net investment hedge (effective portion) Net foreign currency translation adjustment ( 73,060 ) ( 331 ) ( 32,347 ) Gain (loss) reclassified from AOCI into income (effective portion) - cash flow hedge Operating expenses ( 3,443 ) ( 1,312 ) ( 3,702 ) Gain (loss) reclassified from AOCI into income (excluded from effectiveness testing) - net investment hedge Interest and other related expense, net 2,244 2,244 748 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-and divestiture-related costs and other similar charges. Year Ended June 30, 2025 2024 2023 Business Optimization Plan $ 127,924 $ — $ — Micro Focus Acquisition Restructuring Plan 1,549 74,267 72,284 Other historical restructuring plans ( 790 ) ( 253 ) 5,116 Divestiture-related costs 4,780 46,640 — Acquisition-related costs 2,311 2,036 48,941 Other charges (recoveries) 10,116 12,615 42,818 Total $ 145,890 $ 135,305 $ 169,159 188 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. Our estimated liability could change subsequent to its recognition, requiring adjustments to the expense and the liability recorded. On a quarterly basis, we conduct an evaluation of the related liabilities and expenses and revise our assumptions and estimates as appropriate. 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 $ — $ — $ — Accruals and adjustments 113,000 6,113 119,113 Cash payments ( 66,524 ) ( 122 ) ( 66,646 ) Foreign exchange and other non-cash adjustments 1,807 ( 3,145 ) ( 1,338 ) Balance payable as of June 30, 2025 $ 48,283 $ 2,846 $ 51,129 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. These charges require management to make certain judgments and estimates regarding the amount and timing of restructuring charges or recoveries. Our estimated liability could change subsequent to its recognition, requiring adjustments to the expense and the liability recorded. On a quarterly basis, we conduct an evaluation of the related liabilities and expenses and revise our assumptions and estimates as appropriate. 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 $ 11,765 $ 16,326 $ 28,091 Accruals and adjustments ( 670 ) 3,575 2,905 Cash payments ( 10,106 ) ( 11,815 ) ( 21,921 ) Foreign exchange and other non-cash adjustments 181 ( 661 ) ( 480 ) Balance payable as of June 30, 2025 $ 1,170 $ 7,425 $ 8,595 189 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, 2025, divestiture-related costs were $ 4.8 million (year ended June 30, 2024 and 2023—$ 46.6 million and nil , respectively). Acquisition-related costs Acquisition-related costs, recorded within Special charges (recoveries) include direct costs of potential and completed acquisitions. Acquisition-related costs for the year ended June 30, 2025 were $ 2.3 million (year ended June 30, 2024 and 2023—$ 2.0 million and $ 48.9 million, respectively). 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”). NOTE 19— ACQUISITIONS AND DIVESTITURES Fiscal 2024 Divestiture Divestiture of AMC Business On May 1, 2024, the Company completed the sale of its AMC business to Rocket Software for $ 2.275 billion in cash before taxes, fees and other adjustments. 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 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 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 up to the date of disposition. 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. 190 Tab le of C ontents The finalization of working capital and other adjustments during the quarter ended