What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-02-05 compared with 2025-11-05 · 341 added, 237 removed, 1020 unchanged (36% of the section changed)

4 unchanged sentences

dollars, except share data)

September 30, 2025 June 30, 2025

December 31, 2025 June 30, 2025

ASSETS (Unaudited)

Cash and cash equivalents $ 1,271,374 $ 1,156,496

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

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

665,617 659,675

7 unchanged sentences

Total current assets 2,352,027 2,201,458

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

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

389,366 375,252

25 unchanged sentences

Income taxes payable (Note 13)

46,612 93,325

Liabilities held for sale (Note 17)

18 unchanged sentences

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

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

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

authorized Common Shares:

3 unchanged sentences

Retained earnings 1,971,950 1,940,113

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

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

( 73,863 ) ( 138,164 )

8 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 September 30,

Three Months Ended

December 31, Six Months Ended

2025 2024 2025 2024

Revenues (Note 3):

32 unchanged sentences

47,334 50,893 86,533 52,776

$ 168,126 $ 229,906 $ 314,786 $ 314,328

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 September 30,

Three Months Ended

December 31, Six Months Ended

2025 2024 2025 2024

$ 168,126 $ 229,906 $ 314,786 $ 314,328

Other comprehensive income (loss)—net of tax:

4 unchanged sentences

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

45 1,010 ( 67 ) 1,272

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

Unrealized gain (loss)—net of tax (3)

510 436 671 684

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

Actuarial gain (loss)—net of tax (4)

— — — ( 1,045 )

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

13 252 18 486

Total other comprehensive income (loss), net

7 unchanged sentences

______________________

(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.

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

$( 363 ) and $( 1,274 ) for the six months ended December 31, 2025 and 2024, respectively.

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

$( 25 ) and $ 458 for the six months ended December 31, 2025 and 2024, respectively.

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

$ 309 and $ 225 for the six months ended December 31, 2025 and 2024, respectively.

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

$ — and $( 43 ) for the six months ended December 31, 2025 and 2024, respectively.

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

$( 17 ) and $ 184 for the six months ended December 31, 2025 and 2024, respectively .

See accompanying Notes to Condensed Consolidated Financial Statements.

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OPEN TEXT CORPORATION

2 unchanged sentences

dollars and shares)

Three Months Ended September 30, 2025

Three Months Ended December 31, 2025

Common Shares and Additional Paid in Capital Treasury Stock Retained

3 unchanged sentences

Shares Amount Shares Amount

Balance as of June 30, 2025

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

10 unchanged sentences

Net income for the period — — — — 168,091 — 35 168,126

Balance as of December 31, 2025

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

Three Months Ended December 31, 2024

Common Shares and Additional Paid in Capital Treasury Stock Retained

Earnings Accumulated

Comprehensive

Non-Controlling Interests Total

Shares Amount Shares Amount

Balance as of September 30, 2024

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

Three Months Ended September 30, 2024

Issuance of Common Shares

Under employee stock option plans 65 1,739 — — — — — 1,739

Under employee stock purchase plans 330 9,308 — — — — — 9,308

Share-based compensation — 30,355 — — — — — 30,355

Purchase of treasury stock — — ( 1,363 ) ( 40,013 ) — — — ( 40,013 )

Issuance of treasury stock — ( 39,906 ) 1,037 41,227 — — — 1,321

Repurchase of Common Shares ( 2,213 ) ( 16,104 ) — — ( 50,990 ) — — ( 67,094 )

Dividends declared

($ 0.2625 per Common Share)

— — — — ( 69,579 ) — — ( 69,579 )

Other comprehensive income (loss) - net — — — — — ( 1,323 ) — ( 1,323 )

Net income for the period — — — — 229,862 — 44 229,906

Balance as of December 31, 2024

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

OPEN TEXT CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(In thousands of U.S.

dollars and shares)

Six Months Ended December 31, 2025

Common Shares and Additional Paid in Capital Treasury Stock Retained

9 unchanged sentences

Share-based compensation — 38,800 — — — — — 38,800

Purchase of treasury stock — — ( 824 ) ( 25,010 ) — — — ( 25,010 )

Issuance of treasury stock — ( 58,777 ) 2,064 64,301 — — — 5,524

5 unchanged sentences

Net income for the period — — — — 314,707 — 79 314,786

Balance as of December 31, 2025

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

Balance as of September 30, 2024

Six Months Ended December 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, 2024

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

Issuance of Common Shares

Under employee stock option plans 70 1,880 — — — — — 1,880

Under employee stock purchase plans 719 19,171 — — — — — 19,171

Share-based compensation — 59,801 — — — — — 59,801

Purchase of treasury stock — — ( 2,187 ) ( 65,023 ) — — — ( 65,023 )

Issuance of treasury stock — ( 41,836 ) 1,097 43,859 ( 702 ) — — 1,321

Repurchase of Common Shares ( 4,862 ) ( 35,319 ) — — ( 118,256 ) — — ( 153,575 )

Dividends declared

($ 0.525 per Common Share)

— — — — ( 139,917 ) — — ( 139,917 )

Other comprehensive income (loss) - net — — — — — ( 6,160 ) — ( 6,160 )

Net income for the period — — — — 314,230 — 98 314,328

Balance as of December 31, 2024

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

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 September 30,

Six Months Ended December 31,

Cash flows from operating activities:

5 unchanged sentences

Amortization of debt discount and issuance costs

11,612 10,795

Write-off of right of use assets 7,844 1,385

Adjustment to gain on AMC Divestiture

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

13 unchanged sentences

Operating lease assets and liabilities, net ( 10,191 ) ( 11,964 )

Net cash provided by (used in) operating activities

Net cash provided by operating activities

466,422 270,186

1 unchanged sentence

Additions of property and equipment ( 85,749 ) ( 80,585 )

Adjustment to proceeds from AMC Divestiture

Proceeds from interest on derivative instruments

5 unchanged sentences

stock options and ESPP

41,499 17,740

Repayment of long-term debt and Revolver ( 17,926 ) ( 17,926 )

Net change in transition services agreement obligation

Debt issuance costs — ( 1,066 )

Repurchase of Common Shares ( 157,625 ) ( 153,406 )

3 unchanged sentences

( 270,787 ) ( 335,117 )

Foreign exchange gain on cash held in foreign currencies

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

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

3,503 ( 9,794 )

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

114,891 ( 158,585 )

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

Cash, cash equivalents and restricted cash at end of the period $ 1,272,997 $ 1,124,208

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OPEN TEXT CORPORATION

2 unchanged sentences

Reconciliation of cash, cash equivalents and restricted cash:

September 30, 2025 September 30, 2024

December 31, 2025 December 31, 2024

Cash and cash equivalents $ 1,271,374 $ 1,122,192

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 Months Ended September 30, 2025

For the Three and Six Months Ended December 31, 2025

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

1 unchanged sentence

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., which as of September 30, 2025, was 70 % owned by OpenText.

All intercompany balances and transactions have been eliminated.

13 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.

Long-lived Asset Reclassified to Held for Sale

During the second quarter of Fiscal 2026, the Company commenced a plan to sell an office building with a carrying value of $ 4.5 million as of December 31, 2025.

Accordingly, the office building was reclassified from Property and equipment to Assets held for sale in our Condensed Consolidated Balance Sheets as of December 31, 2025.

NOTE 2— ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS

3 unchanged sentences

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.

Improvements to Income Tax Disclosures,” that addresses requests for improved annual income tax disclosures from investors that use the financial statements to make capital allocation decisions.

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

6 unchanged sentences

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

8 unchanged sentences

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

Derivatives and Hedging and Revenue from Contracts with Customers

In September 2025, the FASB issued ASU 2025-07 “Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606),” which clarifies the application of derivative accounting to contracts that have features based on the operations or activities of one of the parties to the contract and to reduce diversity in the accounting for share-based payments in revenue contracts.

The guidance will be effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods.

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

We do not expect ASU 2025-07 to have an impact 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 September 30,

Three Months Ended December 31, Six Months Ended December 31,

2025 2024 2025 2024

Total Revenues by Geography:

8 unchanged sentences

(3) Asia Pacific primarily consists of Australia, Japan, Singapore, India and China.

Three Months Ended September 30,

Three Months Ended December 31, Six Months Ended December 31,

2025 2024 2025 2024

Total Revenues by Type of Performance Obligation:

1 unchanged sentence

Cloud services and subscriptions revenue

$ 478,084 $ 462,306 $ 962,593 $ 919,330

Customer support revenue

581,921 590,595 1,168,766 1,186,085

Total recurring revenues

$ 1,060,005 $ 1,052,901 $ 2,131,359 $ 2,105,415

License revenue (perpetual, term and subscriptions) 184,227 188,923 318,775 314,736

3 unchanged sentences

(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,

Three Months Ended December 31, Six Months Ended December 31,

2025 2024 2025 2024

Total Revenues by Timing of Revenue Recognition:

7 unchanged sentences

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

Three Months Ended September 30,

Three Months Ended December 31, Six Months Ended December 31,

2025 2024 2025 2024

Total Revenues by Product Categories

11 unchanged sentences

Business Network 151,379 150,036 303,578 297,604

7,843 4,709 14,606 8,979

Cybersecurity (Enterprise) 17,939 21,047 38,956 42,344

11 unchanged sentences

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

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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

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

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

As of December 31, 2025 As of June 30, 2025

Short-term contract assets

$ 73,965 $ 77,920

Long-term contract assets

5 unchanged sentences

______________________

(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.

(1) Excludes $ 11.8 million of short-term deferred revenues and $ 0.2 million of long-term deferred revenues that have been reclassified to Liabilities held for sale as of December 31, 2025, related to the divestiture of the eDOCS business that closed on January 12, 2026.

See Note 17 “Acquisitions and Divestitures” and Note 24 “Subsequent Events” 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 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.

During the six months ended December 31, 2025, we reclassified $ 67.8 million (six months ended December 31, 2024 — $ 57.3 million) of contract assets to receivables as a result of the right to the transaction consideration becoming unconditional.

During the three and six months ended December 31, 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 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).

The amount of revenue that was recognized during the six months ended December 31, 2025 that was included in the deferred revenue balances at June 30, 2025 was $ 1,128 million (six months ended December 31, 2024—$ 1,131 million).

Incremental Costs of Obtaining a Contract with a Customer

5 unchanged sentences

Impact of foreign exchange rate changes 437

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.

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

During the three and six months ended December 31, 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.

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

The following table provides RPO information as of December 31, 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 September 30, 2025

($ in billions) As of December 31, 2025

Total RPO (1)

7 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.

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

As of December 31, 2025, the total RPO above includes $ 16.5 million of revenue from remaining performance obligations on existing contracts related to eDOCS, of which $ 15.9 million relates to Customer support.

Approximately 97 % of the total RPO related to eDOCS is expected to be recognized 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 September 30, 2025 As of June 30, 2025

Balance Sheet Location As of December 31, 2025 As of June 30, 2025

Operating Leases

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 right of use assets

Operating lease right of use assets $ 156,402 $ 197,977

Operating lease liabilities (current)

Operating lease liabilities $ 66,600 $ 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 September 30, 2025 As of June 30, 2025

As of December 31, 2025 As of June 30, 2025

Weighted-average remaining lease term

Operating leases 4.49 years 4.59 years

Finance leases 1.00 year 1.23 years

Finance leases 0.76 years 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 September 30,

Three Months Ended December 31, Six Months Ended December 31,

2025 2024 2025 2024

Operating lease cost $ 18,252 $ 20,643 $ 37,956 $ 41,748

3 unchanged sentences

Total lease cost $ 16,457 $ 19,426 $ 35,322 $ 39,151

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Supplemental Cash Flow Information

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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:

Three Months Ended September 30,

Six Months Ended December 31,

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

1 unchanged sentence

Finance leases $ 1,000 $ 1,952

Right of use assets obtained in exchange for new lease liabilities:

Right of use assets obtained in exchange for new lease liabilities, net of terminations:

Operating leases (1)

$ ( 4,734 ) $ 30,211

______________________

(1) During the six months ended December 31, 2025, we modified certain lease agreements, resulting in a net reduction of our right of use assets and related lease liabilities, of which $ 13.7 million was attributable to a facility in the Americas.

Maturity of Lease Liabilities

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

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

Fiscal years ending June 30, Operating Leases Finance Leases

2026 (nine months ended)

2026 (six months ended)

$ 40,587 $ 947

11 unchanged sentences

Impact of foreign exchange rate changes 8,640

Balance as of September 30, 2025

Balance as of December 31, 2025

______________________

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

See Note 17 “Acquisitions and Divestitures” and Note 24 “Subsequent Events” for more details.

NOTE 6— ACQUIRED INTANGIBLE ASSETS

As of September 30, 2025

As of December 31, 2025

Accumulated Amortization

9 unchanged sentences

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

Where applicable, the above balances as of December 31, 2025 have been reduced to reflect the impact of intangible assets where the gross cost became fully amortized during the six months ended December 31, 2025.

This impact resulted in reductions to the cost and accumulated amortization of customer assets of $ 330.4 million.

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,

2026 (nine months ended)

2026 (six months ended)

2031 and Thereafter

Total $ 1,729,983

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NOTE 7— PREPAID EXPENSES AND OTHER ASSETS

Prepaid expenses and other current assets:

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

As of December 31, 2025 As of June 30, 2025

Deposits and restricted cash $ 5,099 $ 2,456

Capitalized costs to obtain a contract

44,211 44,311

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

3 unchanged sentences

______________________

(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.

(1) Excludes prepaid expenses and other current assets that have been reclassified to Assets held for sale as of December 31, 2025, related to the divestiture of the eDOCS business.

See Note 17 “Acquisitions and Divestitures” and Note 24 “Subsequent Events” for more details.

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

1 unchanged sentence

Other assets:

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

As of December 31, 2025 As of June 30, 2025

Deposits and restricted cash

$ 17,188 $ 22,720

Capitalized costs to obtain a contract

93,287 84,715

Investments 123,704 116,704

1 unchanged sentence

Long-term prepaid expenses and other long-term assets

27,161 38,480

Total $ 308,115 $ 307,693

5 unchanged sentences

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 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).

During the three and six months ended December 31, 2025, our share of income (loss) from these investments was $ 5.2 million and $ 7.6 million, respectively (three and six months ended December 31, 2024—$ 1.5 million and $ 2.0 million, respectively).

A portion of the available-for-sale financial assets relate to contractual arrangements under insurance policies held by the Company with guaranteed interest rates that are utilized to meet certain pension and post-retirement obligations but do not meet the definition of a plan asset.

2 unchanged sentences

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 September 30, 2025 As of June 30, 2025

As of December 31, 2025 As of June 30, 2025

Accounts payable—trade (1)

11 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.

(1) Excludes $ 0.8 million of Accounts payable and accrued liabilities that have been reclassified to Liabilities held for sale as of December 31, 2025, related to the divestiture of the eDOCS business.

See Note 17 “Acquisitions and Divestitures” and Note 24 “Subsequent Events” 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 September 30, 2025 As of June 30, 2025

As of December 31, 2025 As of June 30, 2025

Amounts payable in respect of restructuring and other special charges $ 9,566 $ 8,591

4 unchanged sentences

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

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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As of December 31, 2025, the present value of this obligation was $ 29.4 million (June 30, 2025—$ 29.7 million), with an undiscounted value of $ 31.5 million (June 30, 2025—$ 32.2 million).

NOTE 9— LONG-TERM DEBT

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

As of December 31, 2025 As of June 30, 2025

Senior Notes 2031 $ 650,000 $ 650,000

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Senior Notes 2031 will mature on December 1, 2031, unless earlier redeemed, in accordance with their terms, or repurchased.

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).

For the three and six months ended December 31, 2025, we recorded interest expense of $ 6.7 million and $ 13.4 million, respectively, relating to Senior Notes 2031 (three and six months ended December 31, 2024—$ 6.7 million and $ 13.4 million, respectively).

Senior Notes 2030

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Senior Notes 2030 will mature on February 15, 2030, unless earlier redeemed, in accordance with their terms, or repurchased.

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).

For the three and six months ended December 31, 2025, we recorded interest expense of $ 9.3 million and $ 18.6 million, respectively, relating to Senior Notes 2030 (three and six months ended December 31, 2024—$ 9.3 million and $ 18.6 million, respectively).

Senior Notes 2029

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

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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For the three and six months ended December 31, 2025, we recorded interest expense of $ 8.2 million and $ 16.4 million, respectively, relating to Senior Notes 2029 (three and six months ended December 31, 2024—$ 8.2 million and $ 16.4 million, respectively).

Senior Notes 2028

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

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).

For the three and six months ended December 31, 2025, we recorded interest expense of $ 8.7 million and $ 17.4 million, respectively, relating to Senior Notes 2028 (three and six months ended December 31, 2024—$ 8.7 million and $ 17.4 million, respectively).

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

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

The effective interest rate includes interest expense of $ 34.6 million and amortization of debt discount and issuance costs of $ 1.5 million.

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).

For the three and six months ended December 31, 2025, we recorded interest expense of $ 17.3 million and $ 34.6 million, respectively, relating to Senior Secured Notes 2027 (three and six months ended December 31, 2024—$ 17.3 million and $ 34.6 million, respectively).

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

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

As of December 31, 2025, our consolidated net leverage ratio, as calculated in accordance with the Revolver, 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.

As of December 31, 2025, the facility fee under the Revolver was 0.30 %.

For the three and six months ended December 31, 2025, we recorded $ 0.5 million and $ 1.1 million, respectively, of facility fees in Interest and other related expense, net, in our Condensed Consolidated Statements of Income (three and six months ended December 31, 2024 —$ 0.6 million and $ 1.2 million, respectively).

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

For the three and six months ended December 31, 2025, we did not record any interest expense relating to the Revolver (three and six months ended December 31, 2024— nil and nil , respectively).

Acquisition Term Loan

On December 1, 2022, we amended our first lien term loan facility (the Acquisition Term Loan), dated as of August 25, 2022, to increase the aggregate commitments under the senior secured delayed-draw term loan facility from an aggregate principal amount of $ 2.585 billion to an aggregate principal amount of $ 3.585 billion.

On August 14, 2023, we entered into the

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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 August 14, 2023, we entered into the second amendment to the Acquisition Term Loan to reduce the applicable interest rate margin by 0.75 % over the remaining term of the Acquisition Term Loan.

On May 15, 2024, we entered into the third amendment to the Acquisition Term Loan to reduce the applicable interest rate margin by 0.5 % and remove the 10 -basis point credit spread adjustment for loans bearing interest based on the Secured Overnight Financing Rate (SOFR).

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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 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 %.

As of December 31, 2025, the outstanding balance on the Acquisition Term Loan bears an interest rate of 5.67 %.

As of December 31, 2025, the Acquisition Term Loan bears an effective interest rate of 6.70 %.

The effective interest rate includes interest expense of $ 66.1 million and amortization of debt discount and issuance costs of $ 7.8 million.

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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 September 30, 2025, our consolidated net leverage ratio, as calculated in accordance with the applicable agreement, was 3.35 :1:00.

As of December 31, 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.

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).

For the three and six months ended December 31, 2025, we recorded interest expense of $ 32.1 million and $ 66.1 million, respectively, relating to the Acquisition Term Loan (three and six months ended December 31, 2024—$ 38.2 million and $ 81.1 million, respectively).

On January 15, 2026, we used the net proceeds from the eDOCS divestiture to prepay $ 163.0 million of our aggregate outstanding principal balance on the Acquisition Term Loan.

See Note 24 “Subsequent Events” for more details.

Debt Discount and Issuance Costs

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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 September 30, 2025, make up approximately 49 % of the total net benefit pension obligations.

The plans are primarily located in Germany, which, as of December 31, 2025, make up approximately 48 % 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.

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Many of these plans were assumed through our acquisitions or are required by local regulatory and statutory requirements.

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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.

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.

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

Three Months Ended September 30,

Three Months Ended December 31, Six Months Ended December 31,

2025 2024 2025 2024

Pension expense:

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Cash Dividends

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).

For the three and six months ended December 31, 2025, pursuant to the Company’s dividend policy, we declared total non-cumulative dividends of $ 0.275 and $ 0.55 per Common Share, respectively, in the aggregate amount of $ 68.5 million and $ 136.7 million, respectively, which we paid during the same periods (three and six months ended December 31, 2024—$ 0.2625 and $ 0.525 per Common Share, respectively, in the aggregate amount of $ 68.3 million and $ 137.4 million, respectively).

Share Capital

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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 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).

During the three and six months ended December 31, 2025, we did not repurchase Common Shares on the open market for potential settlement of awards under our LTIP or other plans as described below (three and six months ended December 31, 2024— 1,362,721 and 2,187,135 Common Shares were purchased, respectively, at a cost of $ 40.0 million and $ 65.0 million, respectively).

During the three and six months ended December 31, 2025, we delivered to eligible participants 1,868,005 and 2,064,022 Common Shares, respectively, at a cost of $ 56.7 million and $ 64.3 million, respectively, that were purchased in the open market in connection with the settlement of awards under our LTIP and other plans (three and six months ended December 31, 2024— 1,036,378 and 1,097,265 Common Shares, respectively, at a cost of $ 41.2 million and $ 43.8 million, respectively).

Employee Stock Purchase Plan (ESPP)

Our ESPP offers employees the opportunity to purchase our Common Shares at a purchase price discount of 15 %.

During the 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).

During the three and six months ended December 31, 2025, 233,007 and 477,457 Common Shares, respectively, were eligible for issuance to employees enrolled in the ESPP (three and six months ended December 31, 2024— 213,432 and 602,734 Common Shares, respectively).

During the three and six months ended December 31, 2025, cash in the amount of $ 6.6 million and $ 14.4 million, respectively, was received from employees relating to the ESPP (three and six months ended December 31, 2024—$ 6.0 million and $ 15.9 million, respectively).

Share Repurchase Plan

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 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, 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).

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 (the 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 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).

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.

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.

During the three and six months ended December 31, 2025, we repurchased and cancelled 1,389,600 and 4,545,923 Common Shares for $ 50.2 million and $ 152.2 million, respectively, inclusive of 2% Canadian excise taxes recorded (three and six months ended December 31, 2024, 2,212,971 and 4,862,102 Common Shares for $ 67.1 million and $ 153.6 million, respectively, inclusive of 2% Canadian excise taxes recorded).

Additionally, as of December 31, 2025, we recorded an accrual within Accounts payable and accrued liabilities and a corresponding charge to Retained earnings of $ 50.0 million, representing the estimated value of Common Shares expected to be repurchased following the fiscal quarter ended December 31, 2025 pursuant to the ASPP.

Share-Based Compensation

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

Three Months Ended September 30,

Three Months Ended

December 31, Six Months Ended

2025 2024 2025 2024

Stock Options (issued under Stock Option Plans) $ 2,475 $ 3,841 $ 3,481 $ 6,577

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

As of September 30, 2025

As of December 31, 2025

Unrecognized Compensation Cost Weighted Average Recognition Period (years)

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Total unrecognized share-based compensation cost $ 152,307

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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

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

Options Weighted-Average

Intrinsic Value

Outstanding at June 30, 2025

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Forfeited or expired ( 4,624,040 ) 38.15

Outstanding at September 30, 2025

Outstanding at December 31, 2025

7,658,559 $ 36.21 4.01 $ 13,555

Exercisable at September 30, 2025

Exercisable at December 31, 2025

4,101,353 $ 39.65 2.67 $ 4,902

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

As of December 31, 2025, 8,546,838 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.

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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 September 30,

Three Months Ended December 31, Six Months Ended December 31,

2025 2024 2025 2024

Weighted–average fair value of options granted $ 8.49 $ 6.43 $ 7.83 $ 5.89

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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 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:

A summary of activity under our PSUs issued under the LTIP for the six months ended December 31, 2025 is as follows:

Units Weighted-Average

Grant Date Fair Value Weighted-

Contractual Term

(years) Aggregate Intrinsic Value

Intrinsic Value

Outstanding at June 30, 2025

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979,851 49.66

( 325,768 ) 51.19

Forfeited or expired ( 773,706 ) 47.19

Outstanding at September 30, 2025

Outstanding at December 31, 2025

1,853,318 $ 50.65 2.20 $ 60,381

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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,

Six Months Ended December 31,

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

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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:

A summary of activity under our RSUs issued under the LTIP for the six months ended December 31, 2025 is as follows:

Units Weighted-Average

Grant Date Fair Value Weighted-

Contractual Term

(years) Aggregate Intrinsic Value

(years) Aggregate

Intrinsic Value

Outstanding at June 30, 2025

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Forfeited or expired ( 241,690 ) 30.22

Outstanding at September 30, 2025

Outstanding at December 31, 2025

1,324,257 $ 31.35 2.26 $ 43,144

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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:

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

Units Weighted-Average

Grant Date Fair Value Weighted-

Contractual Term

(years) Aggregate Intrinsic Value

Intrinsic Value

Outstanding at June 30, 2025

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Forfeited or expired ( 63,812 ) 33.94

Outstanding at September 30, 2025

Outstanding at December 31, 2025

2,107,231 $ 33.71 2.36 $ 68,654

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

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

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

Units Weighted-Average

Price Weighted-

Contractual Term

(years) Aggregate Intrinsic Value

Intrinsic Value

Outstanding at June 30, 2025 (1)

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Granted 90,564 33.60

Outstanding at September 30, 2025 (2)

Outstanding at December 31, 2025 (2)

994,534 $ 31.27 0.93 $ 33,273

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Payments due between

Total October 1, 2025 - June 30, 2026 July 1, 2026 - June 30, 2028 July 1, 2028 - June 30, 2030 July 1, 2030 and beyond

Total January 1, 2026 - 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 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 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.

Assuming the utilization of available tax attributes (further described below), we estimate our potential aggregate liability, as of December 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 $ 88.0 million.

As of December 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 December 31, 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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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

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and intend to vigorously defend our original filing position.

We strongly disagree with the CRA’s position for Fiscal 2017 through Fiscal 2020 and intend to vigorously defend our original filing position.

We are not required to provisionally pay any cash amounts to the CRA as a result of the reassessment in respect of Fiscal 2017 through Fiscal 2019 due to utilization of available tax attributes;

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NOTE 13— INCOME TAXES

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.

The Company’s effective tax rate for the six months ended December 31, 2025 was 21.6 %.

The Company’s effective tax rate differs from the Canadian federal and provincial statutory rate of 26.5 % primarily due to tax benefits related to a net decrease in unrecognized tax benefits and research and development credits.

The Company’s effective tax rate for the six months ended December 31, 2024 was 14.4 %.

On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted in the U.S., introducing amendments to U.S.

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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).

The changes had an immaterial impact to the Company’s effective tax rate for the three and six months ended December 31, 2025.

As of December 31, 2025, the gross amount of unrecognized tax benefits accrued was $ 126.9 million (June 30, 2025 — $ 139.8 million), which is inclusive of interest and penalties accrued of $ 13.5 million (June 30, 2025 — $ 16.8 million).

We believe that it is reasonably possible that the gross unrecognized tax benefits could decrease by $ 30.8 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.

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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 September 30, 2025 and June 30, 2025:

Fair Value Hierarchy September 30, 2025 June 30, 2025

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

Fair Value Hierarchy December 31, 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, 2025 and September 30, 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 December 31, 2025.

Available-for-sale

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Gain recognized in income 1,069

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.

Balance as of December 31, 2025

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

Our valuation techniques used to measure the fair values of the derivative instruments, the counterparties to which have high credit ratings, were derived from pricing models including discounted cash flow techniques, with all significant inputs derived from or corroborated by observable market data, as no quoted market prices exist for these instruments.

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

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

NOTE 15— DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

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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 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.

As of December 31, 2025, the fair value of the contracts is recorded within Prepaid expenses and other current assets within the Condensed Consolidated Balance Sheets and represents the net gain before tax effect that is expected to be reclassified from accumulated other comprehensive income (loss) into earnings within the next twelve months.

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

dollars in exchange for Canadian dollars was $ 94.2 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:

September 30, 2025 As of

December 31, 2025 As of

June 30, 2025

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Derivatives designated as hedges:

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

Cash flow hedge Prepaid expenses and other current assets $ 607 $ — $ 2,068 $ —

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

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Three Months Ended

September 30,

December 31, Six Months Ended

Instrument Income Statement Location 2025 2024 2025 2024

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Three Months Ended

September 30,

December 31, Six Months Ended

2025 2024 2025 2024

Gain (loss) recognized in OCI (loss) on cash flow hedge (effective portion) Unrealized gain (loss) on cash flow hedge $ 909 $ ( 5,698 ) $ ( 1,370 ) $ ( 4,808 )

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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 $ 1,122 $ 1,122

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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 September 30,

Three Months Ended December 31, Six Months Ended December 31,

2025 2024 2025 2024

Business Optimization Plan

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Divestiture-related costs

3,079 49 4,020 4,209

Acquisition-related costs — ( 44 ) 12 692

Other charges (recoveries)

Other charges

1,693 2,815 9,200 4,472

Total $ 20,118 $ 15,238 $ 40,257 $ 62,374

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On a quarterly basis, we conduct an evaluation of the related liabilities and expenses and revise our assumptions and estimates as appropriate.

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.

As of December 31, 2025, we expect total costs to be incurred in connection with the Business Optimization Plan to be approximately $ 260.0 million, of which $ 154.4 million has been recorded to date.

For the three and six months ended December 31, 2025, $ 14.2 million and $ 26.5 million, respectively, have 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.

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 three months ended September 30, 2025 is shown below.

Business Optimization Plan

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Foreign exchange and other non-cash adjustments 820 ( 1,403 ) ( 583 )

Balance payable as of September 30, 2025

Balance payable as of December 31, 2025

$ 18,875 $ 6,200 $ 25,075

Divestiture-related costs

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

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

Acquisition-related costs

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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.

For the three and six months ended December 31, 2025, Other charges (recoveries) include $ 1.7 million and $ 9.2 million, respectively, of expenses related to severance and other miscellaneous charges.

For the three and six months ended December 31, 2024, Other charges include $ 2.8 million and $ 4.4 million, respectively, of other miscellaneous charges, primarily related to the Micro Focus Acquisition.

NOTE 17— ACQUISITIONS AND DIVESTITURES

Proposed Divestiture of eDOCS Business

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 transaction was completed on January 12, 2026.

Refer to Note 24 “Subsequent Events” for more details.

As of December 31, 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 sale proceeds less costs to sell exceeded 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 are classified as held for sale in the Condensed Consolidated Balance Sheets, which are related to the 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

As of December 31, 2025

Assets held for sale

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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.

For the three and six months ended December 31, 2024, the Company billed Rocket Software $ 12.7 million and $ 27.2 million, respectively, under the TSA.

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

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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 method of

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

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

Three Months Ended September 30,

Three Months Ended December 31, Six Months Ended December 31,

2025 2024 2025 2024

Total revenues $ 1,326,736 $ 1,334,500 $ 2,614,871 $ 2,603,505

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(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.

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

Three Months Ended September 30,

Three Months Ended December 31, Six Months Ended

2025 2024 2025 2024

Provision for (recovery of) income taxes $ 47,334 $ 50,893 $ 86,533 $ 52,776

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Total reconciling items $ 323,095 $ 271,622 $ 643,890 $ 631,055

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NOTE 19— ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Three Months Ended December 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 September 30, 2025

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

Other comprehensive income (loss) before reclassifications, net of tax 6,843 668 510 — 8,021

Amounts reclassified into net income, net of tax — 45 — 13 58

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

6,843 713 510 13 8,079

Balance as of December 31, 2025

$ ( 34,288 ) $ 446 $ 1,428 $ ( 6,018 ) $ ( 38,432 )

Six Months Ended December 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 June 30, 2025

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

29,020 ( 1,074 ) 671 18 28,635

Balance as of December 31, 2025

$ ( 34,288 ) $ 446 $ 1,428 $ ( 6,018 ) $ ( 38,432 )

______________________

(1) The amount of foreign currency translation recognized in other comprehensive income during the three and six months ended December 31, 2025 included net gains (losses) relating to our net investment hedge of $ 5.8 million and $ 17.2 million, respectively, as further discussed in Note 15 “Derivative Instruments and Hedging Activities.”

Three Months Ended December 31, 2024

Foreign Currency Translation Adjustments (1)

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

Balance as of September 30, 2024

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

Other comprehensive income (loss) before reclassifications, net of tax 1,167 ( 4,188 ) 436 — ( 2,585 )

Amounts reclassified into net income, net of tax — 1,010 — 252 1,262

Total other comprehensive income (loss), net for the period 1,167 ( 3,178 ) 436 252 ( 1,323 )

Balance as of December 31, 2024

$ ( 63,783 ) $ ( 2,870 ) $ 310 $ ( 9,436 ) $ ( 75,779 )

(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.”

Six Months Ended December 31, 2024

Foreign Currency Translation Adjustments (1)

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

Cash Flow Hedges Available-for-Sale Investments 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 ( 4,023 ) ( 2,262 ) 684 ( 559 ) ( 6,160 )

Balance as of September 30, 2024

Balance as of December 31, 2024

$ ( 63,783 ) $ ( 2,870 ) $ 310 $ ( 9,436 ) $ ( 75,779 )

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(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.”

(1) The amount of foreign currency translation recognized in other comprehensive income during the three and six months ended December 31, 2024 included net gains (losses) relating to our net investment hedge of $ 42.6 million and $ 16.5 million, respectively, as further discussed in Note 15 “Derivative Instruments and Hedging Activities.”

NOTE 20— SUPPLEMENTAL CASH FLOW DISCLOSURES

Three Months Ended September 30,

Six Months Ended December 31,

Cash paid during the period for interest $ 167,539 $ 183,698

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NOTE 21— OTHER INCOME (EXPENSE), NET

Three Months Ended September 30,

Three Months Ended December 31, Six Months Ended December 31,

2025 2024 2025 2024

Foreign exchange gains (losses)

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

$ ( 6,752 ) $ 25,539 $ ( 19,907 ) $ 14,160

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

Other miscellaneous income (expense) ( 81 ) 204

Unrealized gains on derivatives

not designated as hedges (1)

2,906 45,549 10,749 20,614

OpenText share in net income of equity investees (2)

5,216 1,538 7,633 1,993

Adjustment to gain on AMC Divestiture (3)

— ( 4,175 ) — ( 4,175 )

Other miscellaneous income

1,562 164 1,481 368

Total other income (expense), net

$ 2,932 $ 68,615 $ ( 44 ) $ 32,960

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(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.

(2) 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.

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).

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(3) Represents final settlement of working capital and other adjustments related to the AMC Divestiture (see Note 17 “Acquisitions and Divestitures” for more details).

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 September 30,

Three Months Ended December 31, Six Months Ended December 31,

2025 2024 2025 2024

Basic earnings per share

Net income attributable to OpenText $ 168,091 $ 229,862 $ 314,707 $ 314,230

$ 146,616 $ 84,368

Basic earnings per share attributable to OpenText $ 0.67 $ 0.87 $ 1.24 $ 1.18

$ 0.58 $ 0.32

Diluted earnings per share

Net income attributable to OpenText $ 168,091 $ 229,862 $ 314,707 $ 314,230

$ 146,616 $ 84,368

Diluted earnings per share attributable to OpenText $ 0.66 $ 0.87 $ 1.24 $ 1.18

$ 0.58 $ 0.32

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

Weighted-average number of shares outstanding

Basic 251,983 265,099 252,814 266,252

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5,142 11,338 6,647 10,982

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

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.

The fees earned were not material.

Sadler abstained from voting on all transactions from which he would potentially derive consulting fees.

During the six months ended December 31, 2025, Mr.

Stephen Sadler earned immaterial consulting fees from OpenText for assistance with acquisition-related business activities.

Sadler did not participate in any Board deliberations relating to matters for which he could potentially receive consulting fees.

Sadler ceased to be a member of the Board as of December 9, 2025.

During the six months ended December 31, 2025, Mr.

Thomas Jenkins earned approximately $ 1.6 million in consulting fees as Chief Strategy Officer, for which such payments are approved by the Audit Committee of the Board in accordance with its policies and practices.

NOTE 24— SUBSEQUENT EVENTS

Cash Dividends

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.

As part of our quarterly, non-cumulative cash dividend program, we declared, on February 4, 2026, a dividend of $ 0.275 per Common Share.

The record date for this dividend is March 6, 2026 and the payment date is March 20, 2026.

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

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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Divestiture of eDOCS Business

On January 12, 2026, the Company completed the previously announced divestiture of an on-premise solution, eDOCS, a part of its Analytics product category, to NetDocuments, for $ 163.0 million in cash before taxes, fees and other adjustments.

The Company used the net proceeds from the transaction to prepay a portion of the outstanding principal balance of the Acquisition Term Loan, as further described below under “Debt Prepayment.”

Debt Prepayment

On January 15, 2026, we used the proceeds from the eDOCS divestiture to prepay $ 163.0 million of our aggregate outstanding principal balance on the Acquisition Term Loan.

Following this prepayment, the remaining balance of the Acquisition Term Loan is $ 2.004 billion.

Refer to Note 9 “Long-Term Debt” for more information.

Proposed Divestiture of Vertica

On February 2, 2026, the Company reached a definitive agreement to divest Vertica, a part of its Analytics product category, to Rocket Software Inc.

for $ 150.0 million in cash, before taxes, fees and other adjustments.

The Company intends to use the proceeds from the divestiture to reduce outstanding debt.

The transaction remains subject to customary approvals and closing conditions and is expected to close during fiscal year 2026.

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