What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-11-05 compared with 2025-04-30 · 373 added, 447 removed, 884 unchanged (48% of the section changed)

4 unchanged sentences

dollars, except share data)

March 31, 2025 June 30, 2024

September 30, 2025 June 30, 2025

ASSETS (Unaudited)

Cash and cash equivalents $ 1,087,083 $ 1,156,496

Accounts receivable trade, net of allowance for credit losses of $ 13,379 as of March 31, 2025 and $ 12,108 as of June 30, 2024

Accounts receivable trade, net of allowance for credit losses of $ 14,670 as of September 30, 2025 and $ 14,258 as of June 30, 2025

590,974 659,675

5 unchanged sentences

198,191 198,575

Assets held for sale (Note 17)

Total current assets 2,136,933 2,201,458

Property and equipment, net of accumulated depreciation of $ 806,609 as of March 31, 2025 and $ 751,174 as of June 30, 2024

Property and equipment, net of accumulated depreciation of $ 710,851 as of September 30, 2025 and $ 835,324 as of June 30, 2025

370,552 375,252

26 unchanged sentences

46,612 93,325

Liabilities held for sale (Note 17)

Total current liabilities 2,462,664 2,747,054

17 unchanged sentences

Share capital and additional paid-in capital (Note 11)

259,649,857 and 267,800,517 Common Shares issued and outstanding at March 31, 2025 and June 30, 2024, respectively;

251,964,241 and 254,784,391 Common Shares issued and outstanding at September 30, 2025 and June 30, 2025, respectively;

authorized Common Shares:

3 unchanged sentences

Retained earnings 1,938,716 1,940,113

Treasury stock, at cost ( 2,512,726 and 3,135,980 shares at March 31, 2025 and June 30, 2024, respectively)

Treasury stock, at cost ( 4,452,019 and 4,648,036 shares at September 30, 2025 and June 30, 2025, respectively)

( 130,561 ) ( 138,164 )

Total OpenText shareholders’ equity

3,950,984 3,928,867

Non-controlling interests 1,765 1,721

5 unchanged sentences

See accompanying Notes to Condensed Consolidated Financial Statements.

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OPEN TEXT CORPORATION

2 unchanged sentences

dollars and shares, except per share data)

Three Months Ended

March 31, Nine Months Ended

2025 2024 2025 2024

Three Months Ended September 30,

Revenues (Note 3):

32 unchanged sentences

$ 146,660 $ 84,422

$ 92,854 $ 98,327 $ 407,182 $ 217,010

Net (income) attributable to non-controlling interests

11 unchanged sentences

See accompanying Notes to Condensed Consolidated Financial Statements.

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OPEN TEXT CORPORATION

1 unchanged sentence

(In thousands of U.S.

Three Months Ended

March 31, Nine Months Ended

2025 2024 2025 2024

Three Months Ended September 30,

$ 146,660 $ 84,422

5 unchanged sentences

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

1,371 118 2,643 455

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

Unrealized gain (loss)—net of tax (3)

( 395 ) 90 289 319

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

Actuarial gain (loss)—net of tax (4)

— — ( 1,045 ) ( 110 )

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

513 115 999 417

Total other comprehensive income (loss), net

7 unchanged sentences

______________________

(1) Net of tax expense (recovery) of $( 17 ) and $( 589 ) for the three months ended March 31, 2025 and 2024, respectively;

$( 1,291 ) and $( 704 ) for the nine months ended March 31, 2025 and 2024, respectively.

(2) Net of tax expense (recovery) of $ 494 and $ 42 for the three months ended March 31, 2025 and 2024, respectively;

$ 952 and $ 163 for the nine months ended March 31, 2025 and 2024, respectively.

(3) Net of tax expense (recovery) of $ 91 and $ 24 for the three months ended March 31, 2025 and 2024, respectively;

$ 316 and $ 84 for the nine months ended March 31, 2025 and 2024, respectively.

(4) Net of tax expense (recovery) of $ — and $ — for the three months ended March 31, 2025 and 2024, respectively;

$( 43 ) and $ 110 for the nine months ended March 31, 2025 and 2024, respectively.

(5) Net of tax expense (recovery) of $ 83 and $ 50 for the three months ended March 31, 2025 and 2024, respectively;

$ 267 and $ 175 for the nine months ended March 31, 2025 and 2024, respectively .

(1) Net of tax expense (recovery) of $( 604 ) and $ 236 for the three months ended September 30, 2025 and 2024, respectively.

(2) Net of tax expense (recovery) of $( 41 ) and $ 94 for the three months ended September 30, 2025 and 2024, respectively.

(3) Net of tax expense (recovery) of $ 66 and $ 207 for the three months ended September 30, 2025 and 2024, respectively.

(4) Net of tax expense (recovery) of $ 0 and $( 43 ) for the three months ended September 30, 2025 and 2024, respectively.

(5) Net of tax expense (recovery) of $ 4 and $ 92 for the three months ended September 30, 2025 and 2024, respectively.

See accompanying Notes to Condensed Consolidated Financial Statements.

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OPEN TEXT CORPORATION

2 unchanged sentences

dollars and shares)

Three Months Ended March 31, 2025

Three Months Ended September 30, 2025

Common Shares and Additional Paid in Capital Treasury Stock Retained

3 unchanged sentences

Shares Amount Shares Amount

Balance as of December 31, 2024

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

3 unchanged sentences

Share-based compensation — 17,681 — — — — — 17,681

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

Issuance of treasury stock — ( 7,402 ) 196 7,603 — — — 201

5 unchanged sentences

Net income for the period

Balance as of March 31, 2025

— — — — 146,616 — 44 146,660

Three Months Ended March 31, 2024

Common Shares and Additional Paid in Capital Treasury Stock Retained

Earnings Accumulated

Comprehensive

Non-Controlling Interests Total

Shares Amount Shares Amount

Balance as of December 31, 2023

271,855 $ 2,261,856 ( 4,400 ) $ ( 179,089 ) $ 2,029,643 $ ( 83,499 ) $ 1,436 $ 4,030,347

Issuance of Common Shares

Under employee stock option plans 517 17,315 — — — — — 17,315

Under employee stock purchase plans 190 6,698 — — — — — 6,698

Share-based compensation — 35,947 — — — — — 35,947

Issuance of treasury stock — ( 45,058 ) 1,023 45,483 ( 425 ) — — —

Dividends declared

($ 0.25 per Common Share)

— — — — ( 68,443 ) — — ( 68,443 )

Other comprehensive income (loss) - net — — — — — 10,454 — 10,454

Net income for the period — — — — 98,285 — 42 98,327

Balance as of March 31, 2024

Balance as of September 30, 2025

251,964 $ 2,189,340 ( 4,452 ) $ ( 130,561 ) $ 1,938,716 $ ( 46,511 ) $ 1,765 $ 3,952,749

OPEN TEXT CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(In thousands of U.S.

dollars and shares)

Nine Months Ended March 31, 2025

Three Months Ended September 30, 2024

Common Shares and Additional Paid in Capital Treasury Stock Retained

17 unchanged sentences

Net income for the period

Balance as of March 31, 2025

— — — — 84,368 — 54 84,422

Nine Months Ended March 31, 2024

Common Shares and Additional Paid in Capital Treasury Stock Retained

Earnings Accumulated

Comprehensive

Non-Controlling Interests Total

Shares Amount Shares Amount

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 942 31,318 — — — — — 31,318

Under employee stock purchase plans 717 23,709 — — — — — 23,709

Share-based compensation — 112,944 — — — — — 112,944

Purchase of treasury stock — — ( 1,400 ) ( 53,085 ) — — — ( 53,085 )

Issuance of treasury stock — ( 68,160 ) 1,559 71,076 ( 2,916 ) — — —

Dividends declared

($ 0.75 per Common Share)

— — — — ( 203,869 ) — — ( 203,869 )

Other comprehensive income (loss) - net — — — — — ( 19,486 ) — ( 19,486 )

Net income for the period — — — — 216,861 — 149 217,010

Balance as of March 31, 2024

Balance as of September 30, 2024

265,546 $ 2,290,191 ( 3,900 ) $ ( 145,646 ) $ 2,065,221 $ ( 74,456 ) $ 1,577 $ 4,136,887

See accompanying Notes to Condensed Consolidated Financial Statements.

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OPEN TEXT CORPORATION

1 unchanged sentence

(In thousands of U.S.

Nine Months Ended March 31,

Three Months Ended September 30,

Cash flows from operating activities:

5 unchanged sentences

Amortization of debt discount and issuance costs

16,334 19,587

Write-off of right of use assets 4,422 —

Adjustment to gain on AMC Divestiture

Loss on extinguishment of debt — 10,803

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

Deferred taxes ( 15,132 ) ( 42,150 )

Share in net (income) loss of equity investees

Share in net (income) of equity investees

( 2,417 ) ( 455 )

10 unchanged sentences

Operating lease assets and liabilities, net ( 3,547 ) ( 7,403 )

Net cash provided by operating activities

Net cash provided by (used in) operating activities

147,763 ( 77,806 )

1 unchanged sentence

Additions of property and equipment ( 46,534 ) ( 39,316 )

Purchase of Micro Focus, net of cash acquired

Settlement of derivative instruments

Adjustment to proceeds from AMC Divestiture

Proceeds from interest on derivative instruments

5 unchanged sentences

stock options and ESPP

25,925 57,027

Repayment of long-term debt and Revolver ( 8,963 ) ( 8,963 )

Net change in transition services agreement obligation

Debt issuance costs ( 1,066 ) ( 2,792 )

Repurchase of Common Shares ( 107,629 ) ( 87,403 )

1 unchanged sentence

Payments of dividends to shareholders ( 68,220 ) ( 69,061 )

Other financing activities — ( 1,447 )

Net cash used in financing activities

( 176,432 ) ( 185,273 )

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

4,866 ( 3,982 )

Foreign exchange gain on cash held in foreign currencies

Decrease in cash, cash equivalents and restricted cash during the period

2 unchanged sentences

Cash, cash equivalents and restricted cash at end of the period $ 1,088,711 $ 1,002,410

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OPEN TEXT CORPORATION

2 unchanged sentences

Reconciliation of cash, cash equivalents and restricted cash:

March 31, 2025 March 31, 2024

September 30, 2025 September 30, 2024

Cash and cash equivalents $ 1,087,083 $ 1,000,219

5 unchanged sentences

See accompanying Notes to Condensed Consolidated Financial Statements.

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OPEN TEXT CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Three and Nine Months Ended March 31, 2025

(Tabular amounts in thousands of U.S.

For the Three Months Ended September 30, 2025

(Unless otherwise noted, tabular amounts in thousands of U.S.

dollars, except share and per share data)

NOTE 1— BASIS OF PRESENTATION

The accompanying Condensed 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 March 31, 2025, was 70 % owned by OpenText.

All intercompany balances and transactions have been eliminated.

5 unchanged sentences

The information furnished reflects all adjustments necessary for a fair presentation of the results for the periods presented.

Beginning in the first quarter of Fiscal 2025, for the three and nine months ended March 31, 2024, the Company reclassified expenses of $ 7.5 million and $ 23.1 million, respectively, from Research and development to Sales and marketing in the Condensed Consolidated Statements of Income to provide a better representation of the function of the expenses.

We also reclassified prior period information to conform to current presentation.

Use of estimates

6 unchanged sentences

(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, (xii) the valuation of derivative instruments and (xiii) the accounting for disposals of assets and liabilities.

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 17 “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 Condensed Consolidated Statements of Income up to the date of disposition.

NOTE 2— ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS

2 unchanged sentences

Accounting Pronouncements Not Yet Adopted in Fiscal 2026

Segment Reporting

In November 2023, the FASB issued Accounting Standards Update (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.

Public entities must adopt the new guidance for fiscal years beginning after December 15, 2023, and interim periods within 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 2023-07 on the Company’s financial disclosures.

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.

Public entities must adopt the new guidance for annual reporting periods beginning after December 15, 2024.

The amendments in this ASU may be applied on a prospective or retrospective basis, with early adoption permitted.

The impact of our adoption of such guidance will be reflected in our 2026 annual consolidated financial statements.

Disaggregation of Income Statement Expenses

1 unchanged sentence

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.

The amendments in this ASU may be applied on a prospective or retrospective basis, with early adoption permitted.

We are currently evaluating the impact of the adoption of ASU 2024-03 on the Company’s financial disclosures.

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Credit Losses

In July 2025, the FASB issued ASU 2025-05 “Financial Instruments - Credit Losses (Topic 326)”, which provides a practical expedient for estimating expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under Topic 606, Revenue from Contracts with Customers.

The guidance will be effective for fiscal years beginning after December 15, 2025, and interim reporting periods within those annual reporting periods.

The amendments in this ASU may be applied on a prospective basis, with early adoption permitted.

We are currently evaluating the impact of the adoption of ASU 2025-05 on the Company’s financial disclosures.

Internal-Use Software

In September 2025, the FASB issued ASU 2025-06 “Intangible - Goodwill and Other - Internal-Use Software (Subtopic 350-40),” which amends guidance related to the accounting for internal-use software development costs.

The guidance will be effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods.

The amendments in this ASU may be applied on a prospective, modified prospective or retrospective basis, with early adoption permitted.

We are currently evaluating the impact of the adoption of ASU 2025-06 on the Company’s financial disclosures.

NOTE 3— REVENUES

3 unchanged sentences

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:

Three Months Ended March 31, Nine Months Ended March 31,

2025 2024 2025 2024

Three Months Ended September 30,

Total Revenues by Geography:

4 unchanged sentences

Total revenues $ 1,288,135 $ 1,269,005

______________________

(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.

Three Months Ended September 30,

Total Revenues by Type of Performance Obligation:

1 unchanged sentence

Cloud services and subscriptions revenue $ 484,509 $ 457,024

$ 462,614 $ 454,528 $ 1,381,944 $ 1,355,633

Customer support revenue 586,845 595,490

567,379 691,441 1,753,464 2,084,916

Total recurring revenues $ 1,071,354 $ 1,052,514

$ 1,029,993 $ 1,145,969 $ 3,135,408 $ 3,440,549

License revenue (perpetual, term and subscriptions) 134,548 125,813

1 unchanged sentence

Total revenues $ 1,288,135 $ 1,269,005

______________________

(1) Recurring revenue is defined as the sum of Cloud services and subscriptions revenue and Customer support revenue.

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Three Months Ended September 30,

Total Revenues by Timing of Revenue Recognition:

2 unchanged sentences

Total revenues $ 1,288,135 $ 1,269,005

Revenue by Product Categories

We have seven product categories (previously referred to as business clouds) as part of our Information Management solutions:

Content, Business Network, IT Operations Management (ITOM, also known as Observability and Service Management (OSM)), Cybersecurity (Enterprise), Cybersecurity (Small and Medium-Sized Businesses (SMB) & Consumer), Application Delivery Management (ADM, also known as DevOps), and Analytics.

The following table disaggregates total revenue and total cloud services and subscription revenue by product category for the periods indicated.

The Company believes this presentation is useful as it provides additional information:

Three Months Ended September 30,

Total Revenues by Product Categories

Content $ 523,464 $ 506,891

Business Network 160,711 157,220

113,444 120,209

(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 Japan, Australia, China, Korea, Philippines, Singapore, India and New Zealand.

(4) Recurring revenue is defined as the sum of Cloud services and subscriptions revenue and Customer support revenue.

Cybersecurity (Enterprise) 180,747 170,559

Cybersecurity (SMB & Consumer) 131,727 138,400

122,096 118,946

Analytics 55,946 56,780

Total revenues by Product Categories

$ 1,288,135 $ 1,269,005

Total Cloud services and subscriptions revenue by Product Categories

Content $ 135,612 $ 112,290

Business Network 152,199 147,568

Cybersecurity (Enterprise) 21,017 21,297

Cybersecurity (SMB & Consumer) 121,321 127,229

31,167 25,003

Analytics 16,430 19,367

Total cloud services and subscriptions revenues by Product Categories

$ 484,509 $ 457,024

______________________

(1) ADM was previously named Application Automation.

Contract Balances

3 unchanged sentences

Contract assets are reclassified to accounts receivable when the rights become unconditional.

The balance for our contract assets and contract liabilities (i.e.

deferred revenues) for the periods indicated below were as follows:

As of March 31, 2025 As of June 30, 2024

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The balance for our contract assets and contract liabilities (i.e., deferred revenues) for the periods indicated below were as follows:

As of September 30, 2025

As of June 30, 2025

Short-term contract assets $ 80,956 $ 77,920

$ 70,878 $ 66,450

Long-term contract assets

4 unchanged sentences

158,883 168,757

______________________

(1) Excludes $ 13.2 million of short-term deferred revenues and $ 0.4 million of long-term deferred revenues that have been reclassified to Liabilities held for sale as of September 30, 2025, related to the proposed divestiture of the eDOCS business.

See Note 17 “Acquisitions and Divestitures” for more details.

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 nine months ended March 31, 2025, we reclassified $ 82.1 million (nine months ended March 31, 2024 — $ 90.6 million) of contract assets to receivables as a result of the right to the transaction consideration becoming unconditional.

During the three and nine months ended March 31, 2025 and 2024, respectively, there was no impairment loss recognized related to contract assets.

We fulfill our obligations under a contract with a customer by transferring products and services in exchange for consideration from the customer.

During the three months ended September 30, 2025, we reclassified $ 26.3 million (three months ended September 30, 2024—$ 26.1 million) of contract assets to receivables as a result of the right to the transaction consideration becoming unconditional.

During the three months ended September 30, 2025 and 2024, 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 nine months ended March 31, 2025 that was included in the deferred revenue balances at June 30, 2024 was $ 1,390 million (nine months ended March 31, 2024—$ 1,566 million).

The amount of revenue that was recognized during the three months ended September 30, 2025 that was included in the deferred revenue balances at June 30, 2025 was $ 650.1 million (three months ended September 30, 2024—$ 652.3 million).

Incremental Costs of Obtaining a Contract with a Customer

5 unchanged sentences

Impact of foreign exchange rate changes 616

Capitalized costs to obtain a contract as of March 31, 2025

During the three and nine months ended March 31, 2025 and 2024, respectively, there was no significant impairment loss recognized related to capitalized costs to obtain a contract.

Capitalized costs to obtain a contract as of September 30, 2025

During the three months ended September 30, 2025 and 2024, respectively, there was no significant impairment loss recognized related to capitalized costs to obtain a contract.

Refer to Note 7 “Prepaid Expenses and Other Assets” for additional information on incremental costs of obtaining a contract.

2 unchanged sentences

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.

Comparative amounts have not been provided for the quarter ended March 31, 2024 as such information cannot be practically determined for comparison purposes.

The following chart provides RPO information as of the following periods.

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The following table provides RPO information as of September 30, 2025.

The 12-month periods noted below are as of the dates presented, with the remaining balances recognized substantially over the next three years thereafter.

($ in billions) As of

March 31, 2025 As of

December 31, 2024 As of

September 30, 2024 As of

June 30, 2024

($ in billions) As of September 30, 2025

Total RPO (1)

$ 4.1 $ 4.1 $ 3.9 $ 4.0

% recognized as revenue over the following 12 months

Cloud services and subscription RPO

$ 2.3 $ 2.3 $ 2.2 $ 2.2

Cloud services and subscriptions RPO

% recognized as revenue over the following 12 months

Customer support and other RPO (2)

$ 1.8 $ 1.8 $ 1.7 $ 1.8

% recognized as revenue over the following 12 months

2 unchanged sentences

(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.

The table above includes RPO related to the proposed divestiture of the eDOCS business which are reported within Liabilities held for sale.

As of September 30, 2025, $ 15.3 million of revenue is expected to be recognized from remaining performance obligations on existing contracts related to eDOCS, of which $ 15.0 million relates to Customer support.

We expect to recognize approximately 96 % of the total RPO over the next 12 months.

NOTE 4— LEASES

4 unchanged sentences

Leases with an initial term of 12 months or less are not recorded on our Condensed Consolidated Balance Sheets.

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The following illustrates the Condensed Consolidated Balance Sheets information related to leases:

Balance Sheet Location As of March 31, 2025 As of June 30, 2024

Balance Sheet Location As of September 30, 2025 As of June 30, 2025

Operating Leases

Operating lease right of use assets

Operating lease right of use assets $ 209,121 $ 219,774

Operating lease liabilities (current)

Operating lease liabilities $ 75,538 $ 76,446

Operating lease right of use assets Operating lease right of use assets $ 186,920 $ 197,977

Operating lease liabilities (current) Operating lease liabilities $ 73,770 $ 75,914

Operating lease liabilities (non-current)

11 unchanged sentences

The weighted average remaining lease term and discount rate for the periods indicated below were as follows:

As of March 31, 2025 As of June 30, 2024

As of September 30, 2025 As of June 30, 2025

Weighted-average remaining lease term

Operating leases 4.48 years 4.59 years

Finance leases 1.42 years 1.85 years

Finance leases 1.00 year 1.23 years

Weighted-average discount rate

3 unchanged sentences

The following illustrates the various components of lease costs for the period indicated:

Three Months Ended March 31, Nine Months Ended March 31,

2025 2024 2025 2024

Three Months Ended September 30,

Operating lease cost $ 19,704 $ 21,105

3 unchanged sentences

Total lease cost $ 18,865 $ 19,725

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Supplemental Cash Flow Information

1 unchanged sentence

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:

Nine Months Ended March 31,

Three Months Ended September 30,

Cash paid for amounts included in the measurement of lease liabilities:

5 unchanged sentences

Maturity of Lease Liabilities

The following table presents the future minimum lease payments under our lease liabilities as of March 31, 2025:

The following table presents the future minimum lease payments under our lease liabilities as of September 30, 2025:

Fiscal years ending June 30, Operating Leases Finance Leases

2025 (three months ended)

2026 (nine months ended)

$ 63,952 $ 1,437

9 unchanged sentences

Balance as of June 30, 2025

Acquisition of Pillr (Note 17) (1)

Divestiture of AMC business (Note 17) (2)

Reclassification to Assets held for sale (1)

Impact of foreign exchange rate changes 7,522

Balance as of March 31, 2025

Balance as of September 30, 2025

______________________

(1) Adjustment relates to the open measurement period.

(2) Relates to the final settlement of working capital and other adjustments.

(1) Adjustment to reclassify Goodwill to Assets held for sale related to the proposed divestiture of our eDOCS business.

See Note 17 “Acquisitions and Divestitures” for more details.

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NOTE 6— ACQUIRED INTANGIBLE ASSETS

As of March 31, 2025

As of September 30, 2025

Accumulated Amortization

9 unchanged sentences

Total $ 3,700,086 $ ( 1,723,495 ) $ 1,976,591

Where applicable, the above balances as of March 31, 2025 have been reduced to reflect the impact of intangible assets where the gross cost has become fully amortized during the nine months ended March 31, 2025.

The impact of this resulted in reductions to the cost and accumulated amortization of technology assets and customer assets of $ 11 million and $ 118 million, respectively.

The weighted average amortization periods for acquired technology and customer intangible assets are approximately six years and nine years , respectively.

2 unchanged sentences

Fiscal years ending June 30,

2025 (three months ended)

2026 (nine months ended)

2031 and Thereafter

Total $ 1,852,906

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NOTE 7— PREPAID EXPENSES AND OTHER ASSETS

Prepaid expenses and other current assets:

As of March 31, 2025 As of June 30, 2024

As of September 30, 2025 As of June 30, 2025

Deposits and restricted cash $ 4,666 $ 2,456

Capitalized costs to obtain a contract 43,609 44,311

40,926 44,577

Short-term prepaid expenses and other current assets (1)

3 unchanged sentences

______________________

(1) Represents the asset related to our derivative instrument activity (see Note 15 “Derivative Instruments and Hedging Activities” for more details).

(1) Excludes prepaid expenses and other current assets that have been reclassified to Assets held for sale as of September 30, 2025, related to the proposed divestiture of the eDOCS business.

See Note 17 “Acquisitions and Divestitures” for more details.

(2) Represents the asset related to our derivative instrument activity.

See Note 15 “Derivative Instruments and Hedging Activities” for more details.

Other assets:

As of March 31, 2025 As of June 30, 2024

As of September 30, 2025 As of June 30, 2025

Deposits and restricted cash $ 17,951 $ 22,720

$ 23,089 $ 20,063

Capitalized costs to obtain a contract 85,382 84,715

74,526 64,911

Investments 118,489 116,704

1 unchanged sentence

Long-term prepaid expenses and other long-term assets 33,795 38,480

42,998 48,598

Total $ 301,792 $ 307,693

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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 Condensed Consolidated Statements of Income (see Note 21 “Other Income (Expense), Net”).

During the three and nine months ended March 31, 2025, our share of income (loss) from these investments was $ 1.6 million and $ 3.6 million, respectively (three and nine months ended March 31, 2024—$( 0.8 ) million and $( 19.0 ) million, respectively).

During the three months ended September 30, 2025, our share of income (loss) from these investments was $ 2.4 million (three months ended September 30, 2024—$ 0.5 million).

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.

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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.

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NOTE 8— ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities:

As of March 31, 2025 As of June 30, 2024

As of September 30, 2025 As of June 30, 2025

Accounts payable—trade (1)

$ 128,145 $ 136,204

Accrued salaries, incentives and commissions (1)

194,978 254,230

Accrued liabilities 208,324 229,070

7 unchanged sentences

______________________

(1) Excludes $ 0.5 million of Accounts payable and accrued liabilities that have been reclassified to Liabilities held for sale as of September 30, 2025, related to the proposed divestiture of the eDOCS business.

See Note 17 “Acquisitions and Divestitures” for more details.

(2) Represents the liability related to our derivative instrument activity (see Note 15 “Derivative Instruments and Hedging Activities” for more details).

Long-term accrued liabilities:

As of March 31, 2025 As of June 30, 2024

As of September 30, 2025 As of June 30, 2025

Amounts payable in respect of restructuring and other special charges $ 8,893 $ 8,591

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We are required to return certain of our leased facilities to their original state at the conclusion of our lease.

As of March 31, 2025, the present value of this obligation was $ 29.1 million (June 30, 2024—$ 29.6 million), with an undiscounted value of $ 31.7 million (June 30, 2024—$ 32.8 million).

As of September 30, 2025, the present value of this obligation was $ 30.2 million (June 30, 2025—$ 29.7 million), with an undiscounted value of $ 32.5 million (June 30, 2025—$ 32.2 million).

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NOTE 9— LONG-TERM DEBT

As of March 31, 2025 As of June 30, 2024

As of September 30, 2025 As of June 30, 2025

Senior Notes 2031 $ 650,000 $ 650,000

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Non-current portion of long-term debt $ 6,338,869 $ 6,342,071

______________________

(1) During the three and nine months ended March 31, 2025, we recorded nil and $ 1.0 million of debt issuance costs, respectively, related to the modification of the Acquisition Term Loan (as defined below) (three and nine months ended March 31, 2024— nil and $ 2.4 million, respectively, related to the amendment of the Revolver and the modification of the Acquisition Term Loan, each as defined below).

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.

On November 24, 2021, a 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.

1 unchanged sentence

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 three and nine months ended March 31, 2025, we recorded interest expense of $ 6.7 million and $ 20.1 million, respectively, relating to Senior Notes 2031 (three and nine months ended March 31, 2024—$ 6.7 million and $ 20.1 million, respectively).

For the three months ended September 30, 2025, we recorded interest expense of $ 6.7 million relating to Senior Notes 2031 (three months ended September 30, 2024— $ 6.7 million).

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.

On February 18, 2020, a subsidiary of the Company 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.

1 unchanged sentence

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 three and nine months ended March 31, 2025, we recorded interest expense of $ 9.3 million and $ 27.9 million, respectively, relating to Senior Notes 2030 (three and nine months ended March 31, 2024—$ 9.3 million and $ 27.9 million, respectively).

For the three months ended September 30, 2025, we recorded interest expense of $ 9.3 million relating to Senior Notes 2030 (three months ended September 30, 2024—$ 9.3 million).

Senior Notes 2029

3 unchanged sentences

Senior Notes 2029 will mature on December 1, 2029, unless earlier redeemed, in accordance with their terms, or repurchased.

For the three and nine months ended March 31, 2025, we recorded interest expense of $ 8.2 million and $ 24.6 million, respectively, relating to Senior Notes 2029 (three and nine months ended March 31, 2024—$ 8.2 million and $ 24.6 million, respectively).

For the three months ended September 30, 2025, we recorded interest expense of $ 8.2 million relating to Senior Notes 2029 (three months ended September 30, 2024—$ 8.2 million).

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Senior Notes 2028

3 unchanged sentences

Senior Notes 2028 will mature on February 15, 2028, unless earlier redeemed, in accordance with their terms, or repurchased.

For the three and nine months ended March 31, 2025, we recorded interest expense of $ 8.7 million and $ 26.1 million, respectively, relating to Senior Notes 2028 (three and nine months ended March 31, 2024—$ 8.7 million and $ 26.1 million, respectively).

For the three months ended September 30, 2025, we recorded interest expense of $ 8.7 million relating to Senior Notes 2028 (three months ended September 30, 2024—$ 8.7 million).

Senior Secured Fixed Rate Notes

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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 March 31, 2025, the Senior Secured Notes 2027 bear an effective interest rate of 7.39 %.

As of September 30, 2025, the Senior Secured Notes 2027 bear an effective interest rate of 7.39 %.

The effective interest rate includes interest expense of $ 17.3 million and amortization of debt discount and issuance costs of $ 0.7 million.

For the three and nine months ended March 31, 2025, we recorded interest expense of $ 17.3 million and $ 51.9 million, respectively, relating to Senior Secured Notes 2027 (three and nine months ended March 31, 2024—$ 17.3 million and $ 51.9 million, respectively).

On May 30, 2018, we entered into a credit facility that provides 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 three and nine months ended March 31, 2025, we did not record any interest expense relating to Term Loan B (three and nine months ended March 31, 2024—$ 17.1 million and $ 51.6 million, respectively).

For the three months ended September 30, 2025, we recorded interest expense of $ 17.3 million relating to Senior Secured Notes 2027 (three months ended September 30, 2024—$ 17.3 million).

On December 19, 2023, we amended our committed revolving credit facility (the Revolver) to, among other things, extend the maturity to December 19, 2028.

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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 March 31, 2025, our consolidated net leverage ratio, as calculated in accordance with the Revolver, was 2.48 :1.00.

As of March 31, 2025, we had no outstanding balance under the Revolver (June 30, 2024— nil ).

For the three and nine months ended March 31, 2025, we did not record any interest expense relating to the Revolver (three and nine months ended March 31, 2024— nil and $ 2.2 million, respectively).

As of September 30, 2025, our consolidated net leverage ratio, as calculated in accordance with the applicable agreement, was 3.35 :1.00.

The Revolver requires us to pay a facility fee on unused commitments based on the consolidated net leverage ratio.

As of September 30, 2025, the facility fee under the Revolver was 0.30 %.

For the three months ended September 30, 2025 and September 30, 2024, we recorded $ 0.6 million of facility fees in Interest and other related expense, net, in our Condensed Consolidated Statements of Income.

As of September 30, 2025, we had no outstanding balance under the Revolver (June 30, 2025— nil ).

During the three months ended September 30, 2025 and 2024, there was no interest expense recorded relating to the Revolver.

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 August 14, 2023, we entered into the

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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).

3 unchanged sentences

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 March 31, 2025, the outstanding balance on the Acquisition Term Loan bears an interest rate of 6.07 %.

As of March 31, 2025, the Acquisition Term Loan bears an effective interest rate of 7.12 %.

As of September 30, 2025, the outstanding balance on the Acquisition Term Loan bears an interest rate of 6.07 %.

As of September 30, 2025, the Acquisition Term Loan bears an effective interest rate of 7.11 %.

The effective interest rate includes interest expense of $ 34.0 million and amortization of debt discount and issuance costs of $ 3.9 million.

3 unchanged sentences

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 March 31, 2025, our consolidated net leverage ratio, as calculated in accordance with the applicable agreement, was 2.48 :1:00.

As of September 30, 2025, our consolidated net leverage ratio, as calculated in accordance with the applicable agreement, was 3.35 :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 three and nine months ended March 31, 2025, we recorded interest expense of $ 33.5 million and $ 114.6 million, respectively, relating to the Acquisition Term Loan (three and nine months ended March 31, 2024—$ 69.2 million and $ 219.5 million, respectively).

For the three months ended September 30, 2025, we recorded interest expense of $ 34.0 million relating to the Acquisition Term Loan (three months ended September 30, 2024—$ 42.9 million).

Debt Discount and Issuance Costs

4 unchanged sentences

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 March 31, 2025, make up approximately 55 % of the total net benefit pension obligations.

The plans are primarily located in Germany, which, as of September 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.

5 unchanged sentences

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 Condensed Consolidated Balance Sheets.

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of our defined benefit and other post-retirement plans are included in the aggregate projected benefit obligation within Pension liability, net on our Condensed Consolidated Balance Sheets.

The following are details of net pension expense relating to the defined benefit pension plans:

Three Months Ended March 31, Nine Months Ended March 31,

2025 2024 2025 2024

Three Months Ended September 30,

Pension expense:

7 unchanged sentences

Cash Dividends

For the three and nine months ended March 31, 2025, pursuant to the Company’s dividend policy, we declared total non-cumulative dividends of $ 0.2625 and $ 0.7875 per Common Share, respectively, in the aggregate amount of $ 67.9 million and $ 205.3 million, respectively, which we paid during the same periods (three and nine months ended March 31, 2024—$ 0.25 and $ 0.75 per Common Share, respectively, in the aggregate amount of $ 67.3 million and $ 200.7 million, respectively).

For the three months ended September 30, 2025, pursuant to the Company’s dividend policy, we declared total non-cumulative dividends of $ 0.275 per Common Share in the aggregate amount of $ 68.2 million, which we paid during the same period (three months ended September 30, 2024—$ 0.2625 per Common Share in the aggregate amount of $ 69.1 million).

Share Capital

3 unchanged sentences

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 three and nine months ended March 31, 2025, we repurchased 296,831 and 2,483,966 Common Shares on the open market at a cost of $ 7.6 million and $ 72.6 million, respectively, for potential settlement of awards under our LTIP or other plans as described below (three and nine months ended March 31, 2024— nil and 1,400,000 Common Shares were purchased at a cost of nil and $ 53.1 million, respectively).

During the three and nine months ended March 31, 2025, we delivered to eligible participants 2,009,955 and 3,107,220 Common Shares, respectively, that were purchased in the open market in connection with the settlement of awards under our LTIP and other plans (three and nine months ended March 31, 2024— 1,022,821 and 1,559,381 Common Shares, respectively).

During the three months ended September 30, 2025, we did not repurchase Common Shares on the open market for potential settlement of awards under our “Long-Term Incentive Plans” and “Restricted Share Units (Other)” or other plans as described below (three months ended September 30, 2024 — 824,414 Common Shares at a cost of $ 25.0 million).

During the three months ended September 30, 2025, we delivered to eligible participants 196,017 Common Shares at a cost of $ 7.6 million that were purchased in the open market in connection with the settlement of awards under our LTIP and other plans (three months ended September 30, 2024 — 60,887 Common Shares at a cost of $ 2.6 million).

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 three and nine months ended March 31, 2025, 376,945 and 979,679 Common Shares, respectively, were eligible for issuance to employees enrolled in the ESPP (three and nine months ended March 31, 2024— 312,990 and 786,736 Common Shares, respectively).

During the three and nine months ended March 31, 2025, cash in the amount of $ 8.1 million and $ 24.0 million, respectively, was received from employees relating to the ESPP (three and nine months ended March 31, 2024—$ 10.3 million and $ 25.6 million, respectively).

During the three months ended September 30, 2025, 244,450 Common Shares were eligible for issuance to employees enrolled in the ESPP (three months ended September 30, 2024— 389,302 Common Shares).

During the three months ended September 30, 2025, cash in the amount of $ 7.8 million was received from employees relating to the ESPP (three months ended September 30, 2024—$ 9.9 million).

Share Repurchase Plan

On April 30, 2024, the Board authorized a share repurchase plan (Fiscal 2024 Repurchase Plan) pursuant to which we were authorized to purchase for cancellation, in open market transactions from time to time over the 12-month period commencing on May 7, 2024 until May 6, 2025, up to $ 250 million of our Common Shares.

The Fiscal 2024 Repurchase Plan 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 may 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, 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, we increased the authorized limit of the Fiscal 2025 Repurchase Plan by $ 150 million to $ 450 million and established an automatic share purchase plan (ASPP).

On April 30, 2024, the Company’s Board of Directors (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 an aggregate of $ 250 million of our Common Shares.

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 share repurchase plan (the Fiscal 2025 Repurchase Plan), pursuant to which we were authorized to purchase for cancellation from time to time over the 12-month period commencing on August 7,

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2024 until August 6, 2025, if considered advisable, up to an aggregate of $ 300 million of our Common Shares.

On March 13, 2025, the Company increased the authorized limit of the Fiscal 2025 Repurchase Plan by $ 150 million to $ 450 million.

On August 6, 2025, the Company renewed its share repurchase plan, pursuant to which we may purchase for cancellation in open market transactions, from time to time over the 12-month period commencing on August 12, 2025 until August 11, 2026, if considered advisable, up to an aggregate of $ 300 million of our Common Shares on the Toronto Stock Exchange (TSX) as part of a normal course issuer bid renewed by the Company on August 6, 2025 (Fiscal 2026 NCIB), the NASDAQ and/or alternative trading systems in Canada and/or the United States, if eligible, subject to applicable law and stock exchange rules (the Fiscal 2026 Repurchase Plan).

The price that we are authorized to pay for Common Shares in open market transactions is the market price at the time of purchase or such other price as is permitted by applicable law or stock exchange rules.

The Fiscal 2025 Repurchase Plan will be effected in accordance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended (the Exchange Act), and includes a normal course issuer bid to provide means to execute purchases over the TSX.

During the three and nine months ended March 31, 2025, we repurchased and cancelled 4,350,716 and 9,212,818 Common Shares for $ 116.7 million and $ 270.3 million, respectively, inclusive of 2% Canadian excise taxes recorded.

During the three and nine months ended March 31, 2024, we did not repurchase any Common Shares.

Additionally, as of March 31, 2025, we recorded an accrual and a corresponding charge to retained earnings of $ 30.1 million, representing the estimated value of Common Shares expected to be repurchased following the fiscal quarter ended March 31, 2025 pursuant to the ASPP.

The Fiscal 2026 Repurchase Plan will be effected in accordance with Rule 10b-18 under the U.S.

Securities Exchange Act of 1934, as amended (the Exchange Act) and includes a normal course issuer bid to provide means to execute purchases over the TSX (the Fiscal 2026 NCIB).

Further, as part of the renewal of the Fiscal 2026 NCIB, the Company established an automatic share purchase plan (ASPP) with its broker to facilitate repurchases of Common Shares.

During the three months ended September 30, 2025, we repurchased and cancelled 3,156,323 Common Shares for $ 102.0 million, inclusive of 2% Canadian excise taxes recorded (three months ended September 30, 2024— 2,649,131 Common Shares for $ 86.5 million).

Additionally, as of September 30, 2025, we recorded an accrual within Accounts payable and accrued liabilities and a corresponding charge to Retained earnings of $ 25.0 million, representing the estimated value of Common Shares expected to be repurchased following the fiscal quarter ended September 30, 2025 pursuant to the ASPP.

Share-Based Compensation

Share-based compensation expense for the periods indicated below is detailed as follows:

Three Months Ended

March 31, Nine Months Ended

2025 2024 2025 2024

Three Months Ended September 30,

Stock Options (issued under Stock Option Plans) $ 1,006 $ 2,736

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A summary of unrecognized compensation cost for unvested share-based compensation awards is as follows:

As of March 31, 2025

As of September 30, 2025

Unrecognized Compensation Cost Weighted Average Recognition Period (years)

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Total unrecognized share-based compensation cost $ 149,558

Stock Options

A summary of activity under our stock option plans for the nine months ended March 31, 2025 is as follows:

Options Weighted-Average

Intrinsic Value

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Stock Option Plans

A summary of activity under our stock option plans for the three months ended September 30, 2025 is as follows:

Options Weighted-

Average Exercise

Price Weighted-

Contractual Term

(years) Aggregate Intrinsic Value

Outstanding at June 30, 2025

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Forfeited or expired ( 3,112,072 ) 37.10

Outstanding at March 31, 2025

Outstanding at September 30, 2025

9,487,481 $ 36.40 3.46 $ 37,920

Exercisable at March 31, 2025

Exercisable at September 30, 2025

5,520,435 $ 39.97 2.12 $ 10,903

As of March 31, 2025, 4,192,904 options to purchase Common Shares were available for issuance under our stock option plans.

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.

As of September 30, 2025, 7,575,120 options to purchase Common Shares were available for issuance under our stock option plans.

We estimate the fair value of stock options using the Black-Scholes option-pricing model consistent with the provisions of ASC Topic 718, “Compensation—Stock Compensation” (Topic 718) and SEC Staff Accounting Bulletin No.

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.

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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:

Three Months Ended March 31, Nine Months Ended March 31,

2025 2024 2025 2024

Three Months Ended September 30,

Weighted–average fair value of options granted $ 6.69 $ 5.77

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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.

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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 nine months ended March 31, 2025 is as follows:

PSUs (issued under the 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 three months ended September 30, 2025 is as follows:

Units Weighted-Average

Grant Date Fair Value Weighted-

Intrinsic Value

Contractual Term

(years) Aggregate Intrinsic Value

Outstanding at June 30, 2025

1 unchanged sentence

871,356 49.89

( 257,611 ) 75.14

Forfeited or expired ( 458,096 ) 45.24

Outstanding at March 31, 2025

Outstanding at September 30, 2025

2,386,201 $ 50.77 2.02 $ 89,196

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(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.

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:

Nine Months Ended March 31,

For the periods indicated, the weighted-average fair value of market-based PSUs issued under the LTIP and weighted-average assumptions estimated under the Monte Carlo pricing model were as follows:

Three Months Ended September 30,

Weighted–average fair value of performance share units granted $ 50.18 $ 47.96

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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 nine months ended March 31, 2025 is as follows:

Beginning in Fiscal 2025, grants of RSUs (issued under the LTIP) vest on a straight-line basis over three years from the respective date of grants.

Grants of RSUs (issued under the 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 three months ended September 30, 2025 is as follows:

Units Weighted-Average

Grant Date Fair Value Weighted-

(years) Aggregate

Intrinsic Value

Contractual Term

(years) Aggregate Intrinsic Value

Outstanding at June 30, 2025

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Forfeited or expired ( 106,223 ) 30.30

Outstanding at March 31, 2025

Outstanding at September 30, 2025

1,687,569 $ 32.29 2.07 $ 63,081

1 unchanged sentence

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.

A summary of activity under our RSUs (other) issued for the nine months ended March 31, 2025 is as follows:

RSUs (other) vest over a specified contract date, typically two to four years from the respective date of grants.

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A summary of activity under our RSUs (other) issued for the three months ended September 30, 2025 is as follows:

Units Weighted-Average

Grant Date Fair Value Weighted-

Intrinsic Value

Contractual Term

(years) Aggregate Intrinsic Value

Outstanding at June 30, 2025

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Forfeited or expired ( 37,972 ) 33.85

Outstanding at March 31, 2025

Outstanding at September 30, 2025

2,608,675 $ 33.12 1.75 $ 97,512

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No DSUs are payable by us until the director ceases to be a member of the Board.

During the three and nine months ended March 31, 2025, we settled 296,831 DSUs at a cost of $ 7.6 million (three and nine months ended March 31, 2024— nil DSUs at a cost of nil ).

A summary of activity under our DSUs issued for the nine months ended March 31, 2025 is as follows:

A summary of activity under our DSUs issued for the three months ended September 30, 2025 is as follows:

Units Weighted-Average

Price Weighted-

Intrinsic Value

Contractual Term

(years) Aggregate Intrinsic Value

Outstanding at June 30, 2025 (1)

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Granted 10,780 34.05

Settled ( 296,831 ) $ 29.69

Outstanding at March 31, 2025 (2)

Outstanding at September 30, 2025 (2)

914,750 $ 31.07 0.10 $ 33,856

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Payments due between

Total April 1, 2025 - June 30, 2025 July 1, 2025 - June 30, 2027 July 1, 2027 - June 30, 2029 July 1, 2029 and beyond

Total October 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)

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Such agreements have not had a material effect on our results of operations, financial position or cash flows.

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We are currently involved in various claims and legal proceedings.

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As of the date of this Quarterly Report on Form 10-Q, 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.

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.

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

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 March 31, 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 $ 80.0 million.

As of March 31, 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 payment required under Canadian legislation while the matter is in dispute.

This amount is recorded within Long-term income taxes recoverable on the Condensed Consolidated Balance Sheets as of March 31, 2025.

Assuming the utilization of available tax attributes (further described below), we estimate our potential aggregate liability, as of September 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 $ 85.0 million.

As of September 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 payment required under Canadian legislation while the matter is in dispute.

This amount is recorded within Long-term income taxes recoverable on the Condensed Consolidated Balance Sheets as of September 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.

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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 2020 on a basis consistent with its proposal to reduce the available depreciable basis of assets in Canada.

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.

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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 strongly disagree with the CRA’s position for Fiscal 2017 through Fiscal 2020

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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;

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NOTE 13— INCOME TAXES

The Company’s effective tax rate for the three months ended March 31, 2025, increased to a provision of 10.5 %, compared to a provision of 5.8 % for the three months ended March 31, 2024.

The Company’s effective tax rate for the nine months ended March 31, 2025, increased to a provision of 13.5 %, compared to a provision of 10.1 % for the nine months ended March 31, 2024.

The Company’s effective tax rate for the three months ended March 31, 2025 differs from the Canadian statutory rate of 26.5 % primarily due to tax benefits related to foreign tax credits, research and development credits, and the effect of foreign rate differences, partially offset by withholding taxes, foreign source income inclusion in the U.S.

and a net increase in unrecognized tax benefits.

The Company’s effective tax rate for the three months ended March 31, 2024 differs from the Canadian statutory rate primarily due to tax benefits related to change in valuation allowance, foreign tax credits, and research and development credits, partially offset by U.S.

Base Erosion and Anti-Abuse Tax (BEAT), withholding taxes, and an increase to uncertain tax positions.

The Company’s effective tax rate for the nine months ended March 31, 2025 differs from the Canadian statutory rate of 26.5 % primarily due to tax benefits related to a net decrease in unrecognized tax benefits, foreign tax credits, research and development credits, partially offset by withholding taxes and foreign source income inclusion in the U.S.

The Company’s effective tax rate for the nine months ended March 31, 2024 differs from the Canadian statutory rate primarily due to tax benefits related to foreign tax credits, research and development credits, and a change in valuation allowance, partially offset by U.S.

BEAT and withholding taxes.

As of March 31, 2025, the gross amount of unrecognized tax benefits accrued was $ 150.6 million (June 30, 2024 — $ 180.4 million), which is inclusive of interest and penalties accrued of $ 19.2 million (June 30, 2024 — $ 24.3 million).

We believe that it is reasonably possible that the gross unrecognized tax benefit could decrease by $ 31.4 million in the next 12 months, 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.

As of March 31, 2025, we have recognized a deferred income tax liability of $ 18.1 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.

The Company’s effective tax rate for the three months ended September 30, 2025, was 21.1 %, compared to a provision of 2.2 % for the three months ended September 30, 2024.

The Company’s effective tax rate for the three months ended September 30, 2025, differs from the Canadian federal and provincial statutory rate of 26.5 % primarily due to tax benefits related to foreign tax credits, research and development credits, and changes in unrecognized tax benefits, partially offset by foreign source income inclusion in the U.S.

and withholding taxes.

The Company’s effective tax rate for the three months ended September 30, 2024, differs from the Canadian statutory rate primarily due to tax benefits related to foreign tax credits, research and development credits, changes in unrecognized tax benefits, and differences in tax filings from provision, partially offset by disallowed share based compensation deductions, foreign source income inclusion in the U.S., and withholding taxes.

On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted in the U.S., 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 changes had an immaterial impact to the Company’s tax provision for the period ended September 30, 2025.

As of September 30, 2025, the gross amount of unrecognized tax benefits accrued was $ 134.6 million (June 30, 2025 — $ 139.8 million), which is inclusive of interest and penalties accrued of $ 14.6 million (June 30, 2025 — $ 16.8 million).

We believe that it is reasonably possible that the gross unrecognized tax benefits could decrease by $ 23.2 million in the next 12 months, 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.

NOTE 14— FAIR VALUE MEASUREMENT

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The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models and similar techniques.

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Financial Assets and Liabilities Measured at Fair Value

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See Note 9 “Long-Term Debt” for further details.

The following table summarizes the fair value of the Company’s financial instruments as of March 31, 2025 and June 30, 2024:

Fair Value Hierarchy March 31, 2025 June 30, 2024

The following table summarizes the fair value of the Company’s financial instruments as of September 30, 2025 and June 30, 2025:

Fair Value Hierarchy September 30, 2025 June 30, 2025

Available-for-sale financial assets (Note 7)

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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 March 31, 2025.

The following table provides a reconciliation of changes in the fair value of our Level 3 available-for-sale financial assets between June 30, 2025 and September 30, 2025.

Available-for-sale

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Gain recognized in income 525

Balance as of March 31, 2025

Balance as of September 30, 2025

Our derivative liabilities and our derivative assets are classified as Level 2 and are comprised of foreign currency forward and swap contracts.

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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 three and nine months ended March 31, 2025 and 2024, respectively, we did not have any transfers between Level 1, Level 2 or Level 3.

During the three months ended September 30, 2025 and 2024, respectively, we did not have any transfers between Level 1, Level 2 or Level 3.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

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These assets and liabilities are recognized at fair value when they are deemed to be other-than-temporarily impaired.

During the three and nine months ended March 31, 2025 and 2024, respectively, no indications of impairments were identified and therefore no fair value measurements were required.

During the three months ended September 30, 2025 and 2024, respectively, no indications of impairments were identified and therefore no fair value measurements were required.

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NOTE 15— 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).

Cross Currency Swaps

In connection with the Micro Focus Acquisition, in August 2022, we entered into EUR/USD cross currency swaps, which 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.

In January 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.

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 Condensed 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).

In connection with the closing of the Micro Focus Acquisition, we 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.

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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 Condensed Consolidated Statements of Comprehensive Income.

As of March 31, 2025, the fair value of the contracts is recorded within Accounts payable and accrued liabilities within the Condensed Consolidated Balance Sheets and represents the net loss before tax effect that is expected to be reclassified from accumulated other comprehensive income (loss) into earnings within the next twelve months.

As of March 31, 2025, the notional amount of forward contracts we held to sell U.S.

As of September 30, 2025, the fair value of the contracts is recorded within Accounts payable and accrued liabilities within the Condensed Consolidated Balance Sheets and represents the net loss before tax effect that is expected to be reclassified from accumulated other comprehensive income (loss) into earnings within the next twelve months.

As of September 30, 2025, the notional amount of forward contracts we held to sell U.S.

dollars in exchange for Canadian dollars was $ 93.9 million (June 30, 2025—$ 93.5 million).

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Fair Value of Derivative Instruments and Effect of Derivative Instruments on Financial Performance

The fair values of outstanding derivative instruments are as follows:

March 31, 2025 As of

September 30, 2025 As of

June 30, 2025

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Derivatives designated as hedges:

Cash flow hedge Accounts payable and accrued liabilities $ — $ ( 2,103 ) $ — $ ( 828 )

Cash flow hedge Prepaid expenses and other current assets (Accounts payable and accrued liabilities) $ — $ ( 364 ) $ 2,068 $ —

Net investment hedge Prepaid expenses and other current assets (Accounts payable and accrued liabilities)

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Three Months Ended

March 31, Nine Months Ended

September 30,

Instrument Income Statement Location 2025 2024

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Three Months Ended

March 31, Nine Months Ended

2025 2024 2025 2024

September 30,

Gain (loss) recognized in OCI (loss) on cash flow hedge (effective portion) Unrealized gain (loss) on cash flow hedge $ ( 2,279 ) $ 890

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Gain (loss) reclassified from AOCI into income (excluded from effectiveness testing) - net investment hedge Interest and other related expense, net 561 561

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NOTE 16— 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.

Three Months Ended March 31, Nine Months Ended March 31,

2025 2024 2025 2024

Three Months Ended September 30,

Business Optimization Plan

$ 12,269 $ 42,503

Micro Focus Acquisition Restructuring Plan ( 33 ) 9,597 ( 1,049 ) 61,221

Other historical restructuring plans ( 590 ) ( 1,920 )

Divestiture-related costs

436 7,331 4,645 14,313

Acquisition-related costs 12 736

Other charges

1,323 2,109 5,795 10,726

Other charges (recoveries)

Total $ 20,139 $ 47,136

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 (Business Optimization Plan).

The Business Optimization Plan charges relate to workforce reductions.

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, the divestiture of our Application Modernization and Connectivity (AMC) business (the AMC Divestiture) to Rocket Software Inc.

(Rocket Software) 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 March 31, 2025, $ 57.1 million has been recorded to date within Special charges (recoveries) within the Condensed Consolidated Statements of Income.

On April 29, 2025, the Board approved an expansion of the Business Optimization Plan.

Please see Note 23 “Subsequent Events” for additional details.

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 Condensed Consolidated Balance Sheets, for the nine months ended March 31, 2025 is shown below.

As of September 30, 2025, we expect total costs to be incurred in connection with the Business Optimization Plan to be approximately $ 260.0 million, of which $ 140.2 million has been recorded to date.

For the three months ended September 30, 2025, $ 12.3 million has been recorded within Special charges (recoveries) within the Condensed Consolidated Statements of Income.

The entire Business Optimization Plan is expected to be substantially completed by the second quarter of Fiscal 2027.

Business Optimization Plan

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Balance payable as of June 30, 2025

Accruals and adjustments 54,605 1,104 55,709

Cash payments ( 44,439 ) ( 26 ) ( 44,465 )

Foreign exchange and other non-cash adjustments 30 ( 487 ) ( 457 )

Balance payable as of March 31, 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, $ 145.5 million has been recorded within Special charges (recoveries) within the Condensed 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 Condensed Consolidated Balance Sheets, for the nine months ended March 31, 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 4,893 3,019 7,912

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Foreign exchange and other non-cash adjustments 736 ( 1,280 ) ( 544 )

Balance payable as of March 31, 2025

Balance payable as of September 30, 2025

$ 18,296 $ 4,305 $ 22,601

Divestiture-related costs

Divestiture-related costs, recorded within Special charges (recoveries), include the direct costs related to the AMC Divestiture.

Divestiture-related costs, recorded within Special charges (recoveries), include the direct costs related to the AMC and eDOCS divestitures.

Acquisition-related costs

Acquisition-related costs, recorded within Special charges (recoveries), include direct costs of potential and completed acquisitions.

Other charges

For the three and nine months ended March 31, 2025, Other charges include $ 1.3 million and $ 5.7 million, respectively, of other miscellaneous charges primarily associated with the Micro Focus Acquisition.

For the three and nine months ended March 31, 2024, Other charges include $ 0.1 million and $ 5.5 million, respectively, of compensation related charges, $ 1.7 million and $ 4.1 million, respectively, of other miscellaneous charges, both associated with the Micro Focus Acquisition, and $ 0.3 million and $ 1.2 million, respectively, related to pre-acquisition equity incentives of Zix Corporation, which upon acquisition were replaced by equivalent value cash settlements.

Other charges (recoveries)

For the three months ended September 30, 2025, Other charges (recoveries) includes $ 7.5 million of expenses related to severance and other miscellaneous charges.

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For the three months ended September 30, 2024, Other charges (recoveries) includes $ 1.6 million of other miscellaneous charges and $ 0.1 million related to pre-acquisition equity incentives of Zix Corporation, which upon acquisition were replaced by equivalent value cash settlements.

NOTE 17— 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 Condensed Consolidated and 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 Condensed 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 9 “Long-Term Debt.” The Company has 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 Condensed Consolidated Statements of Cash Flows.

These transition service costs are reimbursable by Rocket Software.

For the three and nine months ended March 31, 2025, we billed Rocket Software $ 4.2 million and $ 31.4 million, respectively, under the Transition Services Agreement.

Substantially all of the transition services were completed as of the quarter ended March 31, 2025.

The finalization of working capital and other adjustments during the quarter ended December 31, 2024 resulted in immaterial changes to the carrying amounts of major classes of assets and liabilities.

The following table presents the carrying amounts of major classes of assets and liabilities disposed of in the AMC Divestiture as of April 30, 2024:

Proposed Divestiture of eDOCS Business

On October 2, 2025, the Company entered into an agreement to divest an on-premise solutions (eDOCS), as a part of its Analytics product category, to NetDocuments Software, Inc.

(NetDocuments), for $ 163.0 million in cash before taxes, fees and other adjustments.

The transaction remains subject to customary approvals and closing conditions and is expected to close by early calendar year 2026.

As of September 30, 2025, the Company determined that the assets and liabilities of the eDOCS business met the criteria for held for sale classification and the respective assets and liabilities have been reclassified to Assets held for sale and Liabilities held for sale reported in our Condensed Consolidated Balance Sheets.

The Company has determined that the eDOCS business does not constitute as a component, as its operations and cash flows cannot be clearly distinguished from the rest of the Company’s operations and cash flows due to significant shared costs, therefore, the transaction does not meet the discontinued operations criteria, and the results of operations from the eDOCS business are presented within Income from operations in our Condensed Consolidated Statements of Income.

The Company expects that the sale proceeds less costs to sell will exceed the carrying value of the net assets for the eDOCS business.

The carrying value is subject to change based on developments leading up to the closing date.

The following are classified as held for sale in the Condensed Consolidated Balance Sheets, which are related to the proposed divestiture of our eDOCS business.

The following balances incorporate the use of management estimates and are subject to the changes based on developments leading up to the closing date of the transaction.

As of September 30, 2025

Assets held for sale

Accounts receivable trade, net of allowance for credit losses $ 929

Contract assets

Prepaid expenses and other current assets 21

Property and equipment

Acquired intangible assets

Deferred tax assets

Total AMC Assets

AMC Liabilities

Goodwill 83,406

Long-term deferred tax assets

Total Assets held for sale $ 104,023

Liabilities held for sale

Accounts payable and accrued liabilities $ 454

Deferred revenues 13,155

Long-term accrued liabilities

Pension liability, net 110

Long-term operating lease liabilities

Long-term deferred revenues 392

Long-term income taxes payable

Deferred tax liabilities

Total AMC Liabilities

Fiscal 2024 Acquisitions

Other Acquisitions

On August 23, 2023, we acquired all of the equity interest in KineMatik Ltd.

(KineMatik), a provider of automated business process and project management solutions built on OpenText’s Content Server.

In accordance with ASC Topic 805, “Business Combinations”, this acquisition was accounted for as a business combination.

The results of operations of KineMatik have been consolidated with those of OpenText beginning August 24, 2023.

The results of KineMatik are not considered to be material to our business.

On May 22, 2024, we acquired Pillr, a cloud native, multi-tenant Managed Detection and Response platform from Novacoast, Inc.

for Managed Service Providers that includes powerful threat-hunting capabilities.

In accordance with ASC Topic 805, “Business Combinations”, this acquisition was accounted for as a business combination.

The results of operations of Pillr have been consolidated with those of OpenText beginning May 22, 2024.

The results of Pillr are not considered to be material to our business.

NOTE 18— ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Three Months Ended March 31, 2025

Foreign Currency Translation Adjustments (1)

Cash Flow Hedges Available-for-Sale Financial Assets Defined Benefit Pension Plans Accumulated Other Comprehensive Income (Loss)

Balance as of December 31, 2024

Total Liabilities held for sale

Beginning in Fiscal 2026, the Company presents deferred tax assets and liabilities associated with transactions structured as share sales within Assets held for sale or Liabilities held for sale.

Divestiture of AMC Business

On May 1, 2024, the Company completed the AMC Divestiture.

In connection with the AMC Divestiture, the Company entered into a transition services agreement (TSA) with Rocket Software, for which transition service costs were reimbursable by Rocket Software.

For the three months ended September 30, 2024, the Company billed Rocket Software $ 14.5 million under the TSA.

All transition services pursuant to the TSA were completed as of June 30, 2025.

NOTE 18— SEGMENT INFORMATION

ASC Topic 280, “Segment Reporting” (Topic 280), establishes standards for reporting, by public business enterprises, information about operating segments, products and services, geographic areas and major customers.

The method of determining what information, under Topic 280, to report is based on the way that an entity organizes operating segments for

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making operational decisions and how the entity’s management and the chief operating decision maker (CODM) assess an entity’s financial performance.

The Company’s CODM is its Interim Chief Executive Officer.

Our operations are analyzed by the CODM as being part of a single industry segment:

the design, development, marketing and sale of Information Management software and solutions.

As such, segment revenues and significant segment expenses are as presented in the Condensed Consolidated Statements of Income.

The CODM uses Net income attributable to OpenText and Adjusted EBITDA (as defined below), a non-GAAP measure, on a consolidated Company basis to evaluate and measure financial performance and to make key decisions, including those that involve the preparation of financial projections, strategic decisions and allocation of resources.

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

The following tables present Total revenue, significant segment expenses and Adjusted EBITDA for the periods presented:

Three Months Ended September 30,

Total revenues $ 1,288,135 $ 1,269,005

Adjusted cost of revenues (1)

303,114 306,561

Other comprehensive income (loss) before reclassifications, net of tax ( 1,511 ) ( 46 ) ( 395 ) — ( 1,952 )

Amounts reclassified into net income, net of tax — 1,371 — 513 1,884

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

Adjusted gross profit (1)

985,021 962,444

Balance as of March 31, 2025

Adjusted Research and development (2)

165,519 182,526

Nine Months Ended March 31, 2025

Foreign Currency Translation Adjustments (1)

Cash Flow Hedges Available-for-Sale Investments Defined Benefit Pension Plans Accumulated Other Comprehensive Income (Loss)

Balance as of June 30, 2024

Adjusted Sales and marketing (2)

250,159 236,567

Other comprehensive income (loss) before reclassifications, net of tax ( 5,534 ) ( 3,580 ) 289 ( 1,045 ) ( 9,870 )

Amounts reclassified into net income, net of tax — 2,643 — 999 3,642

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

Adjusted General and administrative (2)

101,888 99,496

Balance as of March 31, 2025

Net (income) attributable to non-controlling interests

( 44 ) ( 54 )

Adjusted EBITDA

467,411 443,801

(1) The amount of foreign currency translation recognized in other comprehensive income during the three and nine months ended March 31, 2025 included net gains (losses) relating to our net investment hedge of $( 18.5 ) million and $( 2.0 ) million, respectively, as further discussed in Note 15 “Derivative Instruments and Hedging Activities.”

Three Months Ended March 31, 2024

Reconciling items (3)

320,795 359,433

Net income attributable to OpenText

$ 146,616 $ 84,368

______________________

(1) Total Adjusted cost of revenues excludes Amortization of acquired technology-based intangible assets and share-based compensation expense, which are costs that are excluded from the CODM’s evaluation of segment performance.

(2) Adjusted operating expenses exclude share-based compensation expense, which are costs that are excluded from the CODM’s evaluation of segment performance.

(3) The following adjustments are made to reconcile Adjusted EBITDA to Net income attributable to OpenText:

Three Months Ended September 30,

Provision for (recovery of) income taxes $ 39,199 $ 1,883

Interest and other related expense, net 81,114 84,282

Amortization of acquired technology-based intangible assets 44,204 47,244

Amortization of acquired customer-based intangible assets 79,561 81,504

Depreciation 35,921 32,171

Share-based compensation 17,681 29,558

Special charges (recoveries)

20,139 47,136

Other (income) expense, net 2,976 35,655

Total reconciling items $ 320,795 $ 359,433

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NOTE 19— ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Foreign Currency Translation Adjustments (1)

Cash Flow Hedges Available-for-Sale Investments Defined Benefit Pension Plans Accumulated Other Comprehensive Income (Loss)

Balance as of December 31, 2023

Cash Flow Hedges Available-for-Sale Financial Assets Defined Benefit Pension Plans Accumulated Other Comprehensive Income (Loss)

Balance as of June 30, 2025

$ ( 63,308 ) $ 1,520 $ 757 $ ( 6,036 ) $ ( 67,067 )

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Total other comprehensive income (loss), net for the period 22,177 ( 1,787 ) 161 5 20,556

Balance as of September 30, 2025

$ ( 41,131 ) $ ( 267 ) $ 918 $ ( 6,031 ) $ ( 46,511 )

Balance as of March 31, 2024

______________________

Nine Months Ended March 31, 2024

(1) The amount of foreign currency translation recognized in other comprehensive income during the three months ended September 30, 2025 included net gains (losses) relating to our net investment hedge of $ 11.4 million, as further discussed in Note 15 “Derivative Instruments and Hedging Activities.”

Foreign Currency Translation Adjustments (1)

Cash Flow Hedges Available-for-Sale Investments Defined Benefit Pension Plans Accumulated Other Comprehensive Income (Loss)

Cash Flow Hedges Available-for-Sale Financial Assets Defined Benefit Pension Plans Accumulated Other Comprehensive Income (Loss)

Balance as of June 30, 2024

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Total other comprehensive income (loss), net for the period ( 5,190 ) 916 248 ( 811 ) ( 4,837 )

( 18,614 ) ( 1,498 ) 319 307 ( 19,486 )

Balance as of March 31, 2024

Balance as of September 30, 2024

$ ( 64,950 ) $ 308 $ ( 126 ) $ ( 9,688 ) $ ( 74,456 )

______________________

(1) The amount of foreign currency translation recognized in other comprehensive income during the three and nine months ended March 31, 2024 included net gains (losses) relating to our net investment hedge of $ 15.1 million and $( 10.9 ) million, respectively, as further discussed in Note 15 “Derivative Instruments and Hedging Activities.”

(1) The amount of foreign currency translation recognized in other comprehensive income during the three months ended September 30, 2024 included net gains (losses) relating to our net investment hedge of $( 26.1 ) million, as further discussed in Note 15 “Derivative Instruments and Hedging Activities.”

NOTE 20— SUPPLEMENTAL CASH FLOW DISCLOSURES

Nine Months Ended March 31,

Three Months Ended September 30,

Cash paid during the period for interest $ 79,500 $ 80,438

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NOTE 21— OTHER INCOME (EXPENSE), NET

Three Months Ended March 31, Nine Months Ended March 31,

2025 2024 2025 2024

Three Months Ended September 30,

Foreign exchange gains (losses) $ ( 13,155 ) $ ( 11,379 )

$ ( 8,269 ) $ 3,806 $ 5,891 $ ( 4,384 )

Unrealized gains (losses) on derivatives

not designated as hedges (1)

( 9,836 ) 16,671 10,778 ( 3,551 )

Realized losses on derivatives

not designated as hedges (2)

Unrealized gains (losses) on derivatives not designated as hedges (1)

7,843 ( 24,935 )

OpenText share in net income (loss) of equity investees (2)

1,644 ( 835 ) 3,637 ( 19,013 )

Adjustment to gain on AMC Divestiture (4)

— — ( 4,175 ) —

Loss on debt extinguishment (5)

— ( 10,803 ) — ( 10,803 )

Other miscellaneous income (expense) ( 81 ) 204

263 1,111 631 ( 913 )

Total other income (expense), net $ ( 2,976 ) $ ( 35,655 )

______________________

(1) Represents the unrealized gains (losses) on our derivatives not designated as hedges related to the Micro Focus Acquisition (see Note 15 “Derivative Instruments and Hedging Activities” for more details).

(2) Represents the realized gains (losses) from the early termination of cross currency swaps on our derivatives not designated as hedges related to the Micro Focus Acquisition (see Note 15 “Derivative Instruments and Hedging Activities” for more details).

(3) Represents our share in net income (loss) of equity investees, which approximates fair value and subject to volatility based on market trends and business conditions, based on our interest in certain investment funds in which we are a limited partner.

(1) Represents the unrealized gains (losses) on our derivatives not designated as hedges (see Note 15 “Derivative Instruments and Hedging Activities” for more details).

(2) Represents our share in net income (losses) of equity investees, which approximates fair value and is subject to volatility based on market trends and business conditions, based on our interest in certain investment funds in which we are a limited partner.

Our interests in each of these investees range from 4 % to below 20 % and these investments are accounted for using the equity method (see Note 7 “Prepaid Expenses and Other Assets” for more details).

(4) Represents final settlement of working capital and other adjustments (see Note 17 “Acquisitions and Divestitures” for more details).

(5) During the three and nine months ended March 31, 2024, we recognized a loss on debt extinguishment of $ 10.8 million related to the acceleration and recognition of unamortized debt discount and issuance costs resulting from the optional repayments of the Acquisition Term Loan in Fiscal 2024.

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NOTE 22— EARNINGS PER SHARE

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Common Share equivalents are excluded from the computation of diluted earnings per share if their effect is anti-dilutive.

Three Months Ended March 31, Nine Months Ended March 31,

2025 2024 2025 2024

Three Months Ended September 30,

Basic earnings per share

Net income attributable to OpenText

$ 146,616 $ 84,368

Basic earnings per share attributable to OpenText

$ 0.58 $ 0.32

Diluted earnings per share

Net income attributable to OpenText

$ 146,616 $ 84,368

Diluted earnings per share attributable to OpenText

Weighted-average number of shares outstanding

$ 0.58 $ 0.32

Weighted-average number of shares outstanding (in ‘000’s)

Basic 253,645 267,400

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______________________

(1) Represents options to purchase Common Shares excluded from the calculation of diluted earnings per share because the exercise price of the stock options was greater than or equal to the average price of the Common Shares during the period.

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The Audit Committee reviews all transactions in which we are, or will be, a participant and any related party has or will have a direct or indirect interest in the transaction.

In determining whether to approve a related party transaction, the Audit Committee generally takes into account, among other facts it deems appropriate, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances;

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;

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and if applicable, the availability of other sources of comparable services or products.

During the nine months ended March 31, 2025, Mr.

During the three months ended September 30, 2025, Mr.

Stephen Sadler, a member of the Board of Directors, earned consulting fees from OpenText for assistance with acquisition-related business activities.

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Cash Dividends

As part of our quarterly, non-cumulative cash dividend program, we declared, on April 29, 2025, a dividend of $ 0.2625 per Common Share.

The record date for this dividend is June 6, 2025 and the payment date is June 20, 2025.

As part of our quarterly, non-cumulative cash dividend program, we declared, on November 4, 2025, a dividend of $ 0.2750 per Common Share.

The record date for this dividend is December 5, 2025 and the payment date is December 19, 2025.

Future declarations of dividends and the establishment of future record and payment dates are subject to the final determination and discretion of our Board.

Expansion of Business Optimization Plan

On April 29, 2025, the Board approved an expansion of our previously announced 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.

We expect up to approximately $ 200.0 million of additional costs to be incurred to complete this final phase of the Business Optimization Plan, bringing the combined plan up to approximately $ 260.0 million.

As of March 31, 2025, $ 57.1

million of the original $ 60.0 million has been recorded within Special charges (recoveries) within the Condensed Consolidated Statements of Income to date.

The entire Business Optimization Plan is expected to be substantially completed by the second quarter of Fiscal 2027.

On an overall basis, the expansion is expected to result in a total net reduction of approximately 2,000 positions, an increase of approximately 1,600 positions from the previously announced plan.

Facility costs include the accelerated amortization associated with the abandonment of right of use assets, the write-off of fixed assets, and other related variable lease and exit costs.

Proposed Divestiture of eDOCS Business

On October 2, 2025, the Company reached a definitive agreement to divest eDOCS, a part of its Analytics product category, to NetDocuments, for $ 163.0 million in cash before taxes, fees and other adjustments.

The transaction remains subject to customary approvals and closing conditions and is expected to close by early calendar year 2026.

Refer to Note 17 “Acquisitions and Divestitures” for more information.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements