54 unchanged sentences
(iii) the change in scope and size of our operations as a result of acquisitions or divestitures and risks relating to any
−Removed: Table o f Contents
−Removed: such acquisitions or divestitures and the impact of divestitures on our remaining business, including our agreement to divest an on-premise solution (eDOCS);
+Added: such acquisitions or divestitures and the impact of divestitures on our remaining business, including the divestiture of eDOCS and the proposed divestiture of Vertica;
(iv) the uncertainty around expectations related to the business prospects from potential acquisitions;
15 unchanged sentences
(xx) inability to raise capital at all or on not unfavourable terms in the future;
−Removed: (xxi) downward pressure on our share price and dilutive effect of future sales or issuances of equity securities (including in connection with future acquisitions);
+Added: (xxi) downward pressure on our share price and the dilutive effect of future sales or issuances of equity securities (including in connection with future acquisitions);
and (xxii) potential changes in ratings or outlooks of rating agencies on our outstanding debt securities.
15 unchanged sentences
(xv) failure to achieve any corporate citizenship-related targets we set;
−Removed: (xvi) failure to attract and retain key personnel to develop and effectively manage the Company’s business, including the search for a permanent CEO;
+Added: (xvi) failure to attract and retain key personnel to develop and effectively manage the Company’s business;
(xvii) the ability of the Company’s subsidiaries to make distributions to the Company;
6 unchanged sentences
Unless otherwise required by applicable securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
−Removed: Table o f Contents
−Removed: The following MD&A is intended to help readers understand our results of operations and financial condition, and is provided as a supplement to, and should be read in conjunction with, our Condensed Consolidated Financial Statements and the accompanying Notes to our Condensed Consolidated Financial Statements under Part I, Item 1 of this Quarterly Report on Form 10-Q.
−Removed: All dollar and percentage comparisons made herein refer to the three months ended September 30, 2025, compared with the three months ended September 30, 2024, unless otherwise noted.
+Added: The following MD&A is intended to help readers understand our results of operations and financial condition, and is provided as a supplement to, and should be read in conjunction with, our Condensed Consolidated Financial Statements and
+Added: the accompanying Notes to our Condensed Consolidated Financial Statements under Part I, Item 1 of this Quarterly Report on Form 10-Q.
+Added: All dollar and percentage comparisons made herein refer to the three and six months ended December 31, 2025, compared with the three and six months ended December 31, 2024, unless otherwise noted.
Where we say “we”, “us”, “our”, “OpenText” or “the Company”, we mean Open Text Corporation or Open Text Corporation and its subsidiaries, as applicable.
16 unchanged sentences
Our ticker symbol on both the NASDAQ and the TSX is “OTEX.”
−Removed: As of September 30, 2025, we employed a total of approximately 21,200 individuals.
−Removed: Of the total 21,200 individuals we employed as of September 30, 2025, approximately 7,300 or 34% are in the Americas, 4,800 or 23% are in EMEA and 9,100 or 43% are in Asia Pacific.
+Added: As of December 31, 2025, we employed a total of approximately 21,300 individuals.
+Added: Of the total 21,300 individuals we employed as of December 31, 2025, approximately 7,300 or 34% are in the Americas, 4,800 or 23% are in EMEA and 9,200 or 43% are in Asia Pacific.
Currently, we have employees in 42 countries enabling strong access to multiple talent pools while ensuring reach and proximity to our customers.
1 unchanged sentence
Quarterly Summary:
−Removed: During the first quarter of Fiscal 2026, we saw the following activity as compared to the first quarter of Fiscal 2025:
−Removed: • Total revenue was $1,288.1 million, up 1.5% compared to the same period in the prior fiscal year;
+Added: During the second quarter of Fiscal 2026, we saw the following activity as compared to the second quarter of Fiscal 2025:
+Added: • Total revenue was $1,326.7 million, down 0.6% compared to the same period in the prior fiscal year;
down 2.6% after factoring in the favourable impact of $27.4 million of foreign exchange rate changes.
−Removed: Total revenue was up driven by increases in the Content, Business Network, Cybersecurity (Enterprise) and ADM product categories, partly offset by a decrease in the ITOM, Cybersecurity (SMB & Consumer), and Analytics product categories.
+Added: Total revenue was down as increases in the Content and Business Network product categories were offset by decreases in the Cybersecurity (Enterprise), Cybsecurity (SMB & Consumer), ADM, ITOM and Analytics product categories.
• Total annual recurring revenue, which we define as the sum of cloud services and subscriptions revenue and customer support revenue, was $1,060.0 million, up 0.7% compared to the same period in the prior fiscal year;
2 unchanged sentences
up 1.9% after factoring in the favourable impact of $7.0 million of foreign exchange rate changes.
−Removed: Table o f Contents
• GAAP-based gross margin was 74.0% compared to 73.3% in the same period in the prior fiscal year.
5 unchanged sentences
• Adjusted EBITDA, a non-GAAP measure, was $491.2 million compared to $501.5 million in the same period in the prior fiscal year.
−Removed: • Operating cash flow was $147.8 million for the three months ended September 30, 2025 compared to $(77.8) million in the same period in the prior fiscal year, up 289.9%.
−Removed: • Cash and cash equivalents were $1,087.1 million as of September 30, 2025, compared to $1,156.5 million as of June 30, 2025.
+Added: • Operating cash flow was $466.4 million for the six months ended December 31, 2025 compared to $270.2 million in the same period in the prior fiscal year, up 72.6%.
+Added: • Cash and cash equivalents were $1,271.4 million as of December 31, 2025, compared to $1,156.5 million as of June 30, 2025.
• Enterprise cloud bookings were $294.9 million, compared to $249.9 million in the same period in the prior fiscal year.
We define Enterprise cloud bookings as the total value from cloud services and subscriptions contracts entered into in the period that are new, committed and incremental to our existing contracts, entered into with our enterprise-based customers.
−Removed: • 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 (2,649,131 for $86.5 million in the three months ended September 30, 2024).
+Added: • During the three months ended December 31, 2025, we repurchased and cancelled 1,389,600 Common Shares for $50.2 million, inclusive of 2% Canadian excise taxes recorded (2,212,971 for $67.1 million in the three months ended December 31, 2024).
See “Use of Non-GAAP Financial Measures” below for definitions and reconciliations of GAAP-based measures to Non-GAAP-based measures.
1 unchanged sentence
Business Update
−Removed: On August 11, 2025, the Company appointed James McGourlay as Interim Chief Executive Officer (CEO).
−Removed: McGourlay has been with the Company for more than 25 years and has held senior roles in sales, customer operations, IT, technical support, product support and special projects.
−Removed: To support the executive leadership team during the transition period, the Company established an Executive Committee chaired by P.
−Removed: Thomas Jenkins, Executive Chair and Chief Strategy Officer.
−Removed: The Committee includes Mr.
−Removed: McGourlay, Interim CEO, Paul Duggan, President & Chief Customer Officer, Todd Cione, President, Worldwide Sales, Cosmin Balota, Chief Accounting Officer and Michael Acedo, Executive Vice President, Chief Legal Officer and Corporate Secretary.
−Removed: As of November 5, 2025, the Board’s CEO Search Committee continues to search to identify a permanent chief executive officer.
Following the departure of the Company’s former Chief Financial Officer on August 15, 2025, Cosmin Balota, Senior Vice President and Chief Accounting Officer, assumed the responsibilities of interim Chief Financial Officer until October 6, 2025.
1 unchanged sentence
Rai has more than 30 years of global finance experience and has held senior leadership positions within the technology industry, including serving as Chief Financial Officer of BlackBerry Limited, where he was responsible for overseeing the company’s financial transformation and operational restructuring.
+Added: On January 29, 2026, the Company announced the appointment of Ayman Antoun as Chief Executive Officer and a member of the Board, effective April 20, 2026.
+Added: Antoun succeeds James McGourlay, who continues to serve as Interim Chief Executive Officer.
+Added: Upon the transition, Mr.
+Added: McGourlay will move to a role within the Executive Leadership Team at OpenText and P.
+Added: Thomas Jenkins, currently serving as OpenText’s Executive Chair and Chief Strategy Officer, will return to the role of Chair of the Board.
Acquisitions and Divestitures
As a result of the continually changing marketplace in which we operate and our strategic objectives, we regularly evaluate acquisition and divestiture opportunities within our market and at any time may be in various stages of discussions with respect to such opportunities.
−Removed: Proposed Divestiture of eDOCS
+Added: Divestiture of eDOCS
On October 2, 2025 the Company reached a definitive agreement to divest 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.
−Removed: The transaction remains subject to customary approvals and closing conditions and is expected to close by early calendar year 2026.
−Removed: Refer to Note 17 “Acquisitions and Divestitures” to our Condensed Consolidated Financial Statements for more information.
−Removed: Table o f Contents
+Added: The Company completed the divestiture on January 12, 2026.
+Added: Refer to Note 17 “Acquisitions and Divestitures” and Note 24 “Subsequent Events” to our Condensed Consolidated Financial Statements for more information.
+Added: Proposed Divestiture of Vertica
+Added: On February 2, 2026, the Company reached a definitive agreement to divest Vertica, a part of its Analytics product category, to Rocket Software Inc.
+Added: for $150 million in cash, before taxes, fees and other adjustments.
+Added: The Company intends to use the proceeds from the divestiture to reduce outstanding debt.
+Added: The transaction remains subject to customary approvals and closing conditions and is expected to close during fiscal year 2026.
Impacts of Geopolitical Conflicts and Diplomatic Tensions
7 unchanged sentences
Financial Outlook
−Removed: As of November 5, 2025, the Company maintains its full year Fiscal 2026 outlook, which remains as follows:
+Added: As of February 5, 2026, the Company maintains its full year Fiscal 2026 outlook, which remains as follows:
Fiscal 2026 Growth
4 unchanged sentences
Enterprise Cloud Bookings 12% to 16%
+Added: ______________________
+Added: (1) Our Fiscal 2026 growth metric for Total Revenues includes $15 million of lower revenues in the second half of Fiscal 2026, resulting from the divestiture of the eDOCS business, which contributed approximately $30 million of full year revenue during Fiscal 2025.
The forward-looking measures and the underlying assumptions involve significant known and unknown risks and uncertainties, and actual results may vary materially.
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To expand our competitive advantage, we continue to advance our AI-first Information Management offerings, which are well positioned for Agentic AI, through ongoing investment and cloud-native innovations which will further enhance our products.
−Removed: In pursuing total revenue growth, we remain committed to organic initiatives and programmatic approach to growth through tuck-in acquisitions and divestitures to best align capital with the highest return opportunities.
+Added: In pursuing total revenue growth, we remain committed to organic initiatives and a programmatic approach to growth through tuck-in acquisitions and divestitures to best align capital with the highest return opportunities.
As part of this effort, we are reviewing portfolio-shaping opportunities, including potential redeployment of capital from non-core assets to enhance focus on our core Information Management for AI Business and support long-term shareholder returns.
3 unchanged sentences
As previously announced, our Business Optimization Plan was designed to support strategic initiatives, integration and simplification efforts following the acquisition of Micro Focus International Limited (the Micro Focus Acquisition), the sale of the Company’s Application Modernization and Connectivity (AMC) business (the AMC Divestiture) and AI-first innovation and growth plans.
−Removed: As of September 30, 2025, we have incurred $140.2 million of the total expected costs of up to approximately $260.0 million.
+Added: As of December 31, 2025, we have incurred $154.4 million of the total expected costs of up to approximately $260.0 million.
These costs primarily related to workforce reduction driven by automation, centralization, and simplification, as well as associated real estate footprint reductions globally.
The Business Optimization Plan along with other savings initiatives, when fully implemented, is expected to generate total annualized savings of approximately $490.0 million to $550.0 million.
−Removed: The Company has realized approximately 35% of these savings during Fiscal 2025 and expects to realize an additional 35% in Fiscal 2026, with the balance thereafter.
+Added: The Company realized approximately 35% of these
+Added: savings during Fiscal 2025 and expects to realize an additional 35% in Fiscal 2026, with the balance thereafter.
The entire business optimization plan is expected to be substantially completed by the second quarter of Fiscal 2027.
See Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for Fiscal 2025.
−Removed: Table o f Contents
Additional Considerations
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See “Use of Non-GAAP Financial Measures” below for a reconciliation of GAAP-based measures to Non-GAAP-based measures.
−Removed: Table o f Contents
Transition Services Agreement
4 unchanged sentences
These transition service costs were reimbursable by Rocket Software.
−Removed: The following table illustrates the financial statement impact of these TSA reimbursements for the three months ended September 30, 2024 which were recorded as an offset to the respective costs incurred, within our Condensed Consolidated Statements of Income.
+Added: The following table illustrates the financial statement impact of these TSA reimbursements for the three and six months ended December 31, 2024 which were recorded as an offset to the respective costs incurred, within our Condensed Consolidated Statements of Income.
All transition services pursuant to the TSA were completed as of June 30, 2025.
−Removed: Three Months Ended September 30,
−Removed: (In thousands) 2024
+Added: (In thousands) Three Months Ended
+Added: December 31, 2024 Six Months Ended
+Added: December 31, 2024
Professional service and other cost of revenue $ 166 $ 334
4 unchanged sentences
Total $ 12,686 $ 27,205
−Removed: Table o f Contents
Summary of Results of Operations
−Removed: Three Months Ended September 30,
+Added: Three Months Ended December 31, Six Months Ended December 31,
(In thousands) 2025 Change
+Added: increase (decrease) 2024 2025 Change
increase (decrease) 2024
37 unchanged sentences
Asia Pacific (4)
+Added: 9.2 % 8.9 % 9.1 % 9.2 %
Other Metrics:
16 unchanged sentences
(5) See “Use of Non-GAAP Financial Measures” (discussed later in this MD&A) for definitions and reconciliations of GAAP-based measures to Non-GAAP-based measures.
−Removed: Table o f Contents
Revenues, Cost of Revenues and Gross Margin by Product Type
3 unchanged sentences
Our cloud arrangements can be broadly categorized as platform as a service, software as a service, cloud subscriptions and managed services.
−Removed: For the quarter ended September 30, 2025, our cloud net renewal rate, excluding the impact of Carbonite Inc.
−Removed: and Zix Corporation, increased to 96%, compared to 94% for the quarter ended September 30, 2024.
+Added: For the quarter ended December 31, 2025, our cloud net renewal rate, excluding the impact of Carbonite Inc.
+Added: and Zix Corporation, remained stable at 95%, as compared to the quarter ended December 31, 2024.
Cost of Cloud services and subscriptions revenues is comprised primarily of third-party network usage fees, maintenance of in-house data hardware centers, technical support personnel-related costs and some third-party royalty costs.
−Removed: Three Months Ended September 30,
+Added: Three Months Ended December 31, Six Months Ended December 31,
(In thousands) 2025 Change
+Added: increase (decrease) 2024 2025 Change
increase (decrease) 2024
11 unchanged sentences
Asia Pacific 6.0 % 6.1 % 6.0 % 6.3 %
−Removed: Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024
−Removed: Cloud services and subscriptions revenues increased by $27.5 million or 6.0% during the three months ended September 30, 2025, as compared to the same period in the prior fiscal year;
+Added: Three Months Ended December 31, 2025 Compared to Three Months Ended December 31, 2024
+Added: Cloud services and subscriptions revenues increased by $15.8 million or 3.4% during the three months ended December 31, 2025 as compared to the same period in the prior fiscal year;
up 1.9% after factoring in the favourable impact of $7.0 million of foreign exchange rate changes.
−Removed: The change was primarily driven by increases in the Content, Business Network, ADM and ITOM product categories, partly offset by a decrease in the Cybersecurity (SMB & Consumer) and Analytics product categories.
−Removed: Geographically, the overall change was attributable to an increase in EMEA of $19.1 million, an increase in Americas of $8.5 million, and a decrease in Asia Pacific of $0.1 million.
−Removed: There were 33 cloud services contracts greater than $1.0 million that closed during the first quarter of Fiscal 2026, compared to 23 contracts during the first quarter of Fiscal 2025.
−Removed: Cost of Cloud services and subscriptions revenues decreased by $3.0 million during the three months ended September 30, 2025, as compared to the same period in the prior fiscal year.
+Added: The change was primarily driven by increases in the Content, ITOM, Business Network, and ADM product categories, partly offset by decreases in the Cybersecurity (Enterprise), Cybersecurity (SMB & Consumer) and Analytics product categories.
+Added: Geographically, the overall change was primarily attributable to an increase in EMEA of $25.3 million partially offset by a decrease in Americas of $9.6 million.
+Added: There were 53 cloud services contracts greater than $1.0 million that closed during the second quarter of Fiscal 2026, compared to 51 contracts during the second quarter of Fiscal 2025.
+Added: Cost of Cloud services and subscriptions revenues decreased by $2.0 million during the three months ended December 31, 2025 as compared to the same period in the prior fiscal year.
+Added: This was primarily due to a decrease in labour-related costs of $2.1 million.
+Added: Overall, the gross margin percentage on Cloud services and subscriptions revenues increased to 64% from 63%.
+Added: Six Months Ended December 31, 2025 Compared to Six Months Ended December 31, 2024
+Added: Cloud services and subscriptions revenues increased by $43.3 million or 4.7% during the six months ended December 31, 2025 as compared to the same period in the prior fiscal year;
+Added: up 3.0% after factoring in the favourable impact of $15.3 million of foreign exchange rate changes.
+Added: The change was primarily driven by increases in the Content, Business Network, ITOM and ADM product categories, partly offset by decreases in the Cybersecurity (Enterprise), Cybersecurity (SMB & Consumer) and Analytics product categories.
+Added: Geographically, the overall change was attributable to an increase in EMEA of $44.3 million, partially offset by a decrease in Americas of $1.2 million.
+Added: There were 86 cloud services contracts greater than $1.0 million that closed during the first six months of Fiscal 2026, compared to 74 contracts during the first six months of Fiscal 2025.
+Added: Cost of Cloud services and subscriptions revenues decreased by $5.1 million during the six months ended December 31, 2025 as compared to the same period in the prior fiscal year.
This was primarily due to a decrease in labour-related costs of $6.5 million, partially offset by an increase in third-party network usage fees of $2.6 million.
7 unchanged sentences
Our management reviews our customer support renewal rates on a quarterly basis, and we use these rates as a method of monitoring our customer service performance.
−Removed: For the quarter ended September 30, 2025, our customer support net renewal rate remained stable at 91% as compared to the quarter ended September 30, 2024.
−Removed: Table o f Contents
+Added: For the quarter ended December 31, 2025, our customer support net renewal rate remained stable at 92% as compared to the quarter ended December 31, 2024.
Cost of Customer support revenues is comprised primarily of technical support personnel and related costs, as well as third-party royalty costs.
−Removed: Three Months Ended September 30,
+Added: Three Months Ended December 31, Six Months Ended December 31,
(In thousands) 2025 Change
+Added: increase (decrease) 2024 2025 Change
increase (decrease) 2024
11 unchanged sentences
Asia Pacific 9.9 % 9.8 % 9.7 % 9.8 %
−Removed: Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024
−Removed: Customer support revenues decreased by $8.6 million or 1.5% during the three months ended September 30, 2025 as compared to the same period in the prior fiscal year;
+Added: Three Months Ended December 31, 2025 Compared to Three Months Ended December 31, 2024
+Added: Customer support revenues decreased by $8.7 million or 1.5% during the three months ended December 31, 2025 as compared to the same period in the prior fiscal year;
down 3.7% after factoring in the favourable impact of $13.1 million of foreign exchange rate changes.
Geographically, the overall change was attributable to a decrease in Americas of $14.6 million and a decrease in Asia Pacific of $0.6 million, partially offset by an increase in EMEA of $6.6 million.
−Removed: Cost of Customer support revenues increased by $1.5 million during the three months ended September 30, 2025 as compared to the same period in the prior fiscal year.
−Removed: This was primarily due to an increase in labour-related costs of $2.4 million, partially offset by a decrease in third-party network usage fees of $0.8 million, as compared to the same period in the prior fiscal year.
−Removed: Overall, the gross margin percentage on Customer support revenues remained stable at 89%.
+Added: Cost of Customer support revenues decreased by $4.2 million during the three months ended December 31, 2025 as compared to the same period in the prior fiscal year.
+Added: This was primarily due to a decrease in labour-related costs of $3.6 million over the comparative period.
+Added: Overall, the gross margin percentage on Customer support revenues increased to 90% from 89%.
+Added: Six Months Ended December 31, 2025 Compared to Six Months Ended December 31, 2024
+Added: Customer support revenues decreased by $17.3 million or 1.5% during the six months ended December 31, 2025 as compared to the same period in the prior fiscal year;
+Added: down 3.8% after factoring in the favourable impact of $27.3 million of foreign exchange rate changes.
+Added: Geographically, the overall change was attributable to a decrease in Americas of $30.9 million, and a decrease in Asia Pacific of $3.5 million, offset by an increase in EMEA of $17.1 million.
+Added: Cost of Customer support revenues decreased by $2.7 million during the six months ended December 31, 2025 as compared to the same period in the prior fiscal year.
+Added: This was primarily due to a decrease in third-party network usage fees of $1.4 million and a decrease in labour-related costs of $1.2 million.
+Added: Overall, the gross margin percentage on Customer support revenues increased to 90% from 89%.
Our License revenue can be broadly categorized as perpetual licenses, term licenses and subscription licenses.
1 unchanged sentence
Cost of License revenues consists primarily of royalties payable to third parties.
−Removed: Three Months Ended September 30,
+Added: Three Months Ended December 31, Six Months Ended December 31,
(In thousands) 2025 Change
+Added: increase (decrease) 2024 2025 Change
increase (decrease) 2024
11 unchanged sentences
Asia Pacific 12.8 % 10.5 % 13.3 % 13.3 %
−Removed: Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024
−Removed: License revenues increased by $8.7 million or 6.9% during the three months ended September 30, 2025 as compared to the same period in the prior fiscal year;
−Removed: up 5.2% after factoring in the favourable impact of $2.2 million of foreign exchange rate changes.
−Removed: Geographically, the overall change was attributable to an increase in Americas of $20.5 million, partially offset by a decrease in EMEA of $8.7 million, and a decrease in Asia Pacific of $3.1 million.
−Removed: Table o f Contents
−Removed: During the first quarter of Fiscal 2026, we closed 40 license contracts greater than $0.5 million, of which 9 contracts were greater than $1.0 million, contributing $56.1 million of License revenues.
−Removed: This was compared to 39 license contracts greater than $0.5 million during the first quarter of Fiscal 2025, of which 15 contracts were greater than $1.0 million, contributing $39.6 million of License revenues.
−Removed: Cost of License revenues increased by $0.4 million during the three months ended September 30, 2025 as compared to the same period in the prior fiscal year.
−Removed: Overall, the gross margin percentage on License revenues remained stable at 95%.
+Added: Three Months Ended December 31, 2025 Compared to Three Months Ended December 31, 2024
+Added: License revenues decreased by $4.7 million or 2.5% during the three months ended December 31, 2025 as compared to the same period in the prior fiscal year;
+Added: down 5.3% after factoring in the favourable impact of $5.3 million of foreign exchange rate changes.
+Added: Geographically, the overall change was attributable to a decrease in Americas of $27.3 million, offset by an increase in EMEA of $18.8 million and an increase in Asia Pacific of $3.8 million.
+Added: During the second quarter of Fiscal 2026, we closed 70 license contracts greater than $0.5 million, of which 32 contracts were greater than $1.0 million, contributing $88.0 million of License revenues.
+Added: This was compared to 60 license contracts greater than $0.5 million during the second quarter of Fiscal 2025, of which 24 contracts were greater than $1.0 million, contributing $71.4 million of License revenues.
+Added: Cost of License revenues increased by $2.7 million during the three months ended December 31, 2025 as compared to the same period in the prior fiscal year.
+Added: Overall, the gross margin percentage on License revenues decreased to 95% from 97%.
+Added: Six Months Ended December 31, 2025 Compared to Six Months Ended December 31, 2024
+Added: License revenues increased by $4.0 million or 1.3% during the six months ended December 31, 2025 as compared to the same period in the prior fiscal year;
+Added: down 1.1% after factoring in the favourable impact of $7.5 million of foreign exchange rate changes.
+Added: Geographically, the overall change was attributable to an increase in EMEA of $10.1 million and an increase in Asia Pacific of $0.7 million, partially offset by a decrease in Americas of $6.8 million.
+Added: During the first six months of Fiscal 2026, we closed 110 license contracts greater than $0.5 million, of which 41 contracts were greater than $1.0 million, contributing $144.1 million of License revenues.
+Added: This was compared to 99 license contracts greater than $0.5 million during the first six months of Fiscal 2025, of which 39 contracts were greater than $1.0 million, contributing $111.0 million of License revenues.
+Added: Cost of License revenues increased by $3.1 million during the six months ended December 31, 2025 as compared to the same period in the prior fiscal year.
+Added: Overall, the gross margin percentage on License revenues decreased to 95% from 96%.
4) Professional Service and Other:
5 unchanged sentences
The most significant components of these costs are personnel-related expenses, travel costs and third-party subcontracting.
−Removed: Three Months Ended September 30,
+Added: Three Months Ended December 31, Six Months Ended December 31,
(In thousands) 2025 Change
+Added: increase (decrease) 2024 2025 Change
increase (decrease) 2024
11 unchanged sentences
Asia Pacific 14.3 % 14.2 % 14.6 % 13.7 %
−Removed: Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024
−Removed: Professional service and other revenues decreased by $8.4 million or 9.3% during the three months ended September 30, 2025 as compared to the same period in the prior fiscal year;
+Added: Three Months Ended December 31, 2025 Compared to Three Months Ended December 31, 2024
+Added: Professional service and other revenues decreased by $10.2 million or 11.0% during the three months ended December 31, 2025 as compared to the same period in the prior fiscal year;
down 13.1% after factoring in the favourable impact of foreign exchange rate changes.
−Removed: Geographically, the overall change was attributable to a decrease in Americas of $7.4 million and a decrease in EMEA of $1.3 million, partially offset by an increase in Asia Pacific of $0.3 million.
−Removed: Cost of Professional service and other revenues decreased by $3.9 million during the three months ended September 30, 2025 as compared to the same period in the prior fiscal year.
+Added: Geographically, the overall change was attributable to a decrease in Americas of $5.8 million, a decrease in EMEA of $3.0 million and a decrease in Asia Pacific of $1.3 million.
+Added: Cost of Professional service and other revenues decreased by $5.5 million during the three months ended December 31, 2025 as compared to the same period in the prior fiscal year.
This was primarily due to a decrease in labour-related costs of $6.1 million.
Overall, the gross margin percentage on Professional service and other revenues decreased to 24% from 27%.
+Added: Six Months Ended December 31, 2025 Compared to Six Months Ended December 31, 2024
+Added: Professional service and other revenues decreased by $18.6 million or 10.2% during the six months ended December 31, 2025 as compared to the same period in the prior fiscal year;
+Added: down 12.7% after factoring in the favourable impact of foreign exchange rate changes.
+Added: Geographically, the overall change was attributable to a decrease in Americas of $13.3 million, a decrease in EMEA of $4.3 million and a decrease in Asia Pacific of $1.0 million.
+Added: Cost of Professional service and other revenues decreased by $9.4 million during the six months ended December 31, 2025 as compared to the same period in the prior fiscal year.
+Added: This was primarily due to a decrease in labour-related costs of $10.4 million.
+Added: Overall, the gross margin percentage on Professional service and other revenues decreased to 24% from 26%.
Amortization of Acquired Technology-based Intangible Assets
−Removed: Three Months Ended September 30,
+Added: Three Months Ended December 31, Six Months Ended December 31,
(In thousands) 2025 Change
+Added: increase (decrease) 2024 2025 Change
increase (decrease) 2024
Amortization of acquired technology-based intangible assets $ 44,204 $ (2,999) $ 47,203 $ 88,408 $ (6,039) $ 94,447
−Removed: Amortization of acquired technology-based intangible assets decreased during the three months ended September 30, 2025 by $3.0 million as compared to the same period in the prior fiscal year.
+Added: Amortization of acquired technology-based intangible assets decreased during the three months ended December 31, 2025 by $3.0 million as compared to the same period in the prior fiscal year.
This was primarily due to a reduction in amortization related to technology-based intangible assets from previous acquisitions becoming fully amortized.
−Removed: Table o f Contents
+Added: Amortization of acquired technology-based intangible assets decreased during the six months ended December 31, 2025 by $6.0 million as compared to the same period in the prior fiscal year.
+Added: This was primarily due to a reduction in amortization related to technology-based intangible assets from previous acquisitions becoming fully amortized.
Operating Expenses
−Removed: Three Months Ended September 30,
+Added: Three Months Ended December 31, Six Months Ended December 31,
(In thousands) 2025 Change
+Added: increase (decrease) 2024 2025 Change
increase (decrease) 2024
18 unchanged sentences
The primary drivers are typically software upgrades and development.
−Removed: Change between Three Months Ended
−Removed: September 30, 2025 and 2024
+Added: Change between
+Added: Three Months Ended
+Added: December 31, 2025 and 2024
+Added: Change between
+Added: Six Months Ended
+Added: December 31, 2025 and 2024
(In thousands)
−Removed: increase (decrease)
+Added: increase (decrease) increase (decrease)
Payroll and payroll-related benefits $ (16,321) $ (29,510)
5 unchanged sentences
Total change in research and development expenses $ (22,418) $ (43,983)
−Removed: Research and development expenses decreased by $21.6 million during the three months ended September 30, 2025 as compared to the same period in the prior fiscal year, primarily from restructuring and other cost savings initiatives.
−Removed: Payroll and payroll-related benefits, which is comprised of salaries, benefits and variable short-term incentives, decreased by $13.2 million, share-based compensation expense decreased by $4.6 million, and contract labour and consulting expense decreased by $3.8 million.
−Removed: Overall, our research and development expenses, as a percentage of total revenues, decreased to 13% down from 15% in the same period in the prior fiscal year.
−Removed: Our research and development labour resources decreased by 397 employees, from 7,426 employees at September 30, 2024 to 7,029 employees at September 30, 2025.
−Removed: Table o f Contents
+Added: Research and development expenses decreased by $22.4 million during the three months ended December 31, 2025 as compared to the same period in the prior fiscal year, primarily from restructuring and other cost savings initiatives.
+Added: Payroll and payroll-related benefits, which is comprised of salaries, benefits and variable short-term incentives, decreased by $16.3 million, facility-related expenses decreased by $3.1 million and share-based compensation expense decreased by $2.8 million.
+Added: Overall, our research and development expenses, as a percentage of total revenues, decreased to 12% from 14% in the same period in the prior fiscal year.
+Added: Research and development expenses decreased by $44.0 million during the six months ended December 31, 2025 as compared to the same period in the prior fiscal year, primarily from restructuring and other cost savings initiatives.
+Added: Payroll and payroll-related benefits, which is comprised of salaries, benefits and variable short-term incentives, decreased by $29.5 million, share-based compensation expense decreased by $7.4 million, contract labour and consulting decreased by $3.8 million, and facility-related expenses decreased by $3.1 million.
+Added: Overall, our research and development expenses, as a percentage of total revenues, decreased to 13% from 14% in the same period in the prior fiscal year.
+Added: Our research and development labour resources decreased by 341 employees, from 7,401 employees at December 31, 2024 to 7,060 employees at December 31, 2025.
Sales and marketing expenses consist primarily of personnel expenses and costs associated with advertising, marketing events and trade shows.
−Removed: Change between Three Months Ended
−Removed: September 30, 2025 and 2024
−Removed: (In thousands) increase (decrease)
+Added: Change between
+Added: Three Months Ended
+Added: December 31, 2025 and 2024
+Added: Change between
+Added: Six Months Ended
+Added: December 31, 2025 and 2024
+Added: (In thousands) increase (decrease) increase (decrease)
Payroll and payroll-related benefits $ 18,669 $ 29,799
5 unchanged sentences
Facilities (2,651) (3,110)
−Removed: Credit loss expense (recovery) (236)
+Added: Credit loss expense
+Added: (1,531) (1,767)
Other miscellaneous (2,002) (2,306)
Total change in sales and marketing expenses $ 14,066 $ 25,239
−Removed: Sales and marketing expenses increased by $11.2 million during the three months ended September 30, 2025 as compared to the same period in the prior fiscal year, primarily from higher sales and marketing headcount.
+Added: Sales and marketing expenses increased by $14.1 million during the three months ended December 31, 2025 as compared to the same period in the prior fiscal year, primarily from higher sales and marketing headcount.
+Added: Payroll and payroll-related benefits, which is comprised of salaries, benefits and variable short-term incentives, increased by $18.7 million and commissions increased by $5.9 million partially offset by decreases in share-based compensation expense of $3.4 million, and facility-related expenses of $2.7 million.
+Added: Overall, our sales and marketing expenses, as a percentage of total revenues, increased to 22% compared to 21% for the same period in the prior fiscal year.
+Added: Sales and marketing expenses increased by $25.2 million during the six months ended December 31, 2025 as compared to the same period in the prior fiscal year, primarily from higher sales and marketing headcount.
Payroll and payroll-related benefits, which is comprised of salaries, benefits and variable short-term incentives, increased by $29.8 million, commissions increased by $8.2 million and travel and communication expenses increased by $3.0 million.
−Removed: These increases were partially offset by decreases in share-based compensation expense of $2.4 million and marketing expenses of $0.8 million.
−Removed: Overall, our sales and marketing expenses, as a percentage of total revenues, increased to 20% from 19%.
−Removed: Our sales and marketing labour resources increased by 154 employees, from 3,922 employees at September 30, 2024 to 4,076 employees at September 30, 2025.
+Added: These increases were partially offset by decreases in share-based compensation expense of $5.8 million, and facility-related expenses of $3.1 million.
+Added: Overall, our sales and marketing expenses, as a percentage of total revenues, increased to 21% compared to 20% in the same period in the prior fiscal year.
+Added: Our sales and marketing labour resources increased by 139 employees, from 4,038 employees at December 31, 2024 to 4,177 employees at December 31, 2025.
General and administrative expenses consist primarily of payroll and payroll related benefits expenses, related overhead, audit fees, other professional fees, contract labour and consulting expenses and public company costs.
−Removed: Change between Three Months Ended
−Removed: September 30, 2025 and 2024
−Removed: (In thousands) increase (decrease)
+Added: Change between
+Added: Three Months Ended
+Added: December 31, 2025 and 2024
+Added: Change between
+Added: Six Months Ended
+Added: December 31, 2025 and 2024
+Added: (In thousands) increase (decrease) increase (decrease)
Payroll and payroll-related benefits $ (1,167) $ (6,355)
5 unchanged sentences
Total change in general and administrative expenses $ 10,755 $ 9,788
−Removed: General and administrative expenses decreased by $1.0 million during the three months ended September 30, 2025 as compared to the same period in the prior fiscal year primarily from restructuring and other cost savings initiatives.
−Removed: Payroll-related benefits, which is comprised of salaries, benefits and variable short-term incentives, decreased by $5.2 million and share-based compensation decreased by $3.4 million, partially offset by increases in contract labour and consulting expenses of $4.1 million and facility-related expenses of $3.6 million.
−Removed: Overall, general and administrative expenses, as a percentage of total revenues, remained stable at 8% compared to same period in the prior fiscal year.
−Removed: Our general and administrative labour resources decreased by 446 employees, from 3,242 employees at September 30, 2024 to 2,796 employees at September 30, 2025.
+Added: General and administrative expenses increased by $10.8 million during the three months ended December 31, 2025 as compared to the same period in the prior fiscal year.
+Added: The increase was primarily due to increased contract labour and consulting expenses of $7.4 million and facility-related expenses of $6.3 million, partially offset by decreases in travel and communication expenses of $1.4 million and share-based compensation of $1.2 million.
+Added: Overall, general and administrative expenses, as a percentage of total revenues, increased to 8% compared to 7% for the same period in the prior fiscal year.
+Added: General and administrative expenses increased by $9.8 million during the six months ended December 31, 2025 as compared to the same period in the prior fiscal year.
+Added: Contract labour and consulting expenses increased by $11.5 million and facility-related expenses increased by $9.9 million.
+Added: These increases were partially offset by decreases in payroll and payroll-related benefits, which is comprised of salaries, benefits and variable short-term incentives of $6.4 million, share-based
+Added: compensation of $4.6 million and travel and communication expenses of $1.7 million.
+Added: Overall, general and administrative expenses, as a percentage of total revenues, remained stable at 8%, compared to the same period in the prior fiscal year.
+Added: Our general and administrative labour resources decreased by 299 employees, from 3,083 employees at December 31, 2024 to 2,784 employees at December 31, 2025.
Depreciation expenses:
−Removed: Three Months Ended September 30,
+Added: Three Months Ended December 31, Six Months Ended December 31,
(In thousands) 2025 Change
+Added: increase (decrease) 2024 2025 Change
increase (decrease) 2024
Depreciation $ 35,267 $ 3,388 $ 31,879 $ 71,188 $ 7,138 $ 64,050
−Removed: Depreciation expenses increased during the three months ended September 30, 2025 by $3.8 million compared to the same period in the prior fiscal year.
−Removed: Depreciation expenses, as a percentage of total revenues, remained stable for the three months ended September 30, 2025 at 3% as compared to the same period in the prior fiscal year.
−Removed: Table o f Contents
+Added: Depreciation expenses increased during the three months ended December 31, 2025 by $3.4 million as compared to the same period in the prior fiscal year.
+Added: Depreciation expenses, as a percentage of total revenue, increased for the three months ended December 31, 2025 to approximately 3% as compared to 2% for the same period in the prior fiscal year.
+Added: Depreciation expenses increased during the six months ended December 31, 2025 by $7.1 million compared to the same period in the prior fiscal year.
+Added: Depreciation expenses, as a percentage of total revenue, increased for the six months ended December 31, 2025 to 3% as compared to 2% or the same period in the prior fiscal year.
Amortization of acquired customer-based intangible assets:
−Removed: Three Months Ended September 30,
+Added: Three Months Ended December 31, Six Months Ended December 31,
(In thousands) 2025 Change
+Added: increase (decrease) 2024 2025 Change
increase (decrease) 2024
Amortization of acquired customer-based intangible assets $ 78,645 $ (2,403) $ 81,048 $ 158,206 $ (4,346) $ 162,552
−Removed: Amortization of acquired customer-based intangible assets decreased during the three months ended September 30, 2025 by $1.9 million as compared to the same period in the prior fiscal year.
−Removed: This was due to a reduction in amortization related to customer-based intangible assets from previous acquisitions becoming fully amortized.
+Added: Amortization of acquired customer-based intangible assets decreased during the three months ended December 31, 2025 by $2.4 million, as compared to the same period in the prior fiscal year.
+Added: This was primarily due to a reduction in amortization related to customer-based intangible assets from previous acquisitions becoming fully amortized.
+Added: Amortization of acquired customer-based intangible assets decreased during the six months ended December 31, 2025 by $4.3 million, as compared to the same period in the prior fiscal year.
+Added: This was primarily due to a reduction in amortization related to customer-based intangible assets from previous acquisitions becoming fully amortized.
Special charges (recoveries):
3 unchanged sentences
In certain limited situations, if the planned activity does not need to be implemented, or an expense lower than anticipated is paid out, we record a recovery of the originally recorded expense to Special charges (recoveries).
−Removed: Three Months Ended September 30,
+Added: Three Months Ended December 31, Six Months Ended December 31,
(In thousands) 2025 Change
+Added: increase (decrease) 2024 2025 Change
increase (decrease) 2024
Special charges (recoveries) $ 20,118 $ 4,880 $ 15,238 $ 40,257 $ (22,117) $ 62,374
−Removed: Special charges (recoveries) decreased by $27.0 million during the three months ended September 30, 2025 as compared to the same period in the prior fiscal year.
−Removed: This was due to a decrease in restructuring costs of $28.9 million, primarily related to the timing of Business Optimization Plan initiatives, and a decrease in divestiture costs of $3.2 million, partially offset by an increase in other miscellaneous charges of $5.9 million, as compared to the same period in the prior fiscal year.
+Added: Special charges (recoveries) increased by $4.9 million during the three months ended December 31, 2025, as compared to the same period in the prior fiscal year.
+Added: This was primarily due to an increase in divestiture costs of $3.0 million and an increase in restructuring costs related to Business Optimization initiatives, of $1.9 million, as compared to the same period in the prior fiscal year.
+Added: Special charges (recoveries) decreased by $22.1 million during the six months ended December 31, 2025 as compared to the same period in the prior fiscal year.
+Added: This was due to a decrease in restructuring costs of $26.0 million primarily related to the timing of Business Optimization initiatives, partially offset by an increase in other miscellaneous charges of $4.7 million, as compared to the same period in the prior fiscal year.
For more details on Special charges (recoveries), see Note 16 “Special Charges (Recoveries)” to our Condensed Consolidated Financial Statements.
1 unchanged sentence
The components of other income (expense), net were as follows:
−Removed: Three Months Ended September 30,
+Added: Three Months Ended December 31, Six Months Ended December 31,
(In thousands) 2025 Change
+Added: increase (decrease) 2024 2025 Change
increase (decrease) 2024
1 unchanged sentence
$ (6,752) $ (32,291) $ 25,539 $ (19,907) $ (34,067) $ 14,160
−Removed: Unrealized gains (losses) on derivatives not designated as hedges (1)
+Added: Unrealized gains (losses) on derivatives
+Added: not designated as hedges (1)
2,906 (42,643) 45,549 10,749 (9,865) 20,614
1 unchanged sentence
5,216 3,678 1,538 7,633 5,640 1,993
+Added: Adjustment to gain on AMC Divestiture (3)
+Added: — 4,175 (4,175) — 4,175 (4,175)
Other miscellaneous income (expense) 1,562 1,398 164 1,481 1,113 368
2 unchanged sentences
(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” to our Condensed Consolidated Financial Statements for more details).
−Removed: (2) Represents our share in net income (loss) 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.
+Added: (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” to our Condensed Consolidated Financial Statements for more details).
−Removed: Table o f Contents
+Added: (3) Represents final settlement of working capital and other adjustments related to the AMC Divestiture (see Note 17 “Acquisitions and Divestitures” to our Condensed Consolidated Financial Statements for more details).
Interest and Other Related Expense, Net
Interest and other related expense, net is primarily comprised of interest paid and accrued on our debt facilities, offset by interest income earned on our cash and cash equivalents.
−Removed: Three Months Ended September 30,
+Added: Three Months Ended December 31, Six Months Ended December 31,
(In thousands) 2025 Change
+Added: increase (decrease) 2024 2025 Change
increase (decrease) 2024
11 unchanged sentences
We operate in several tax jurisdictions and are exposed to various foreign tax rates.
−Removed: Three Months Ended September 30,
+Added: Three Months Ended December 31, Six Months Ended December 31,
(In thousands) 2025 Change
+Added: increase (decrease) 2024 2025 Change
increase (decrease) 2024
1 unchanged sentence
$ 47,334 $ (3,559) $ 50,893 $ 86,533 $ 33,757 $ 52,776
−Removed: 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.
−Removed: 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.
−Removed: and withholding taxes.
−Removed: 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.
+Added: The Company’s effective tax rate for the three and six months ended December 31, 2025 were 22.0% and 21.6%, respectively.
+Added: The Company’s effective tax rate for the three and six months ended December 31, 2024 were 18.1% and 14.4%, respectively.
+Added: The effective tax rate increased year over year primarily related to reduced releases in unrecognized tax benefits in the three and six months ended December 31, 2025 as compared to the three and six months ended December 31, 2024.
On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted in the U.S., introducing amendments to U.S.
1 unchanged sentence
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.
−Removed: The changes had an immaterial impact to the Company’s tax provision for the period ended September 30, 2025.
−Removed: For information on certain potential tax contingencies, including the CRA matter, see Note 12 “Guarantees and Contingencies” and Note 13 “Income Taxes” to our Condensed Consolidated Financial Statements, as well as Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for Fiscal 2025.
−Removed: Table o f Contents
+Added: The changes had an immaterial impact to the Company’s effective tax rate for the three and six months ended December 31, 2025.
+Added: For information on certain potential tax contingencies, including the Canada Revenue Agency (CRA) matter, see Note 12 “Guarantees and Contingencies” and Note 13 “Income Taxes” to our Condensed Consolidated Financial Statements, as well as Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for Fiscal 2025.
Use of Non-GAAP Financial Measures
28 unchanged sentences
In summary, the Company believes the provision of supplemental Non-GAAP measures allow investors to evaluate the operational and financial performance of the Company’s core business using the same evaluation measures that management uses, and is therefore a useful indication of OpenText’s performance or expected performance of future operations and facilitates period-to-period comparison of operating performance (although prior performance is not necessarily indicative of
−Removed: Table o f Contents
future performance).
4 unchanged sentences
Reconciliation of selected GAAP-based measures to Non-GAAP-based measures
−Removed: for the three months ended September 30, 2025
+Added: for the three months ended December 31, 2025
(In thousands, except for per share data)
−Removed: Three Months Ended September 30, 2025
+Added: Three Months Ended December 31, 2025
GAAP-based Measures GAAP-based Measures
40 unchanged sentences
In arriving at our Non-GAAP-based tax rate of approximately 24%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense.
−Removed: Table o f Contents
(8) Reconciliation of GAAP-based net income to Non-GAAP-based net income:
−Removed: Three Months Ended September 30, 2025
+Added: Three Months Ended December 31, 2025
Per share diluted
11 unchanged sentences
Reconciliation of Adjusted EBITDA
−Removed: Three Months Ended September 30, 2025
+Added: Three Months Ended December 31, 2025
GAAP-based net income, attributable to OpenText
11 unchanged sentences
Reconciliation of Free Cash Flows
−Removed: Three Months Ended September 30, 2025
+Added: Three Months Ended December 31, 2025
GAAP-based cash flows provided by operating activities $ 318,659
1 unchanged sentence
Free cash flows
−Removed: Table o f Contents
Reconciliation of selected GAAP-based measures to Non-GAAP-based measures
−Removed: for the three months ended September 30, 2024
+Added: for the three months ended December 31, 2024
(In thousands, except for per share data)
−Removed: Three Months Ended September 30, 2024
+Added: Three Months Ended December 31, 2024
GAAP-based Measures GAAP-based Measures
41 unchanged sentences
(8) Reconciliation of GAAP-based net income to Non-GAAP-based net income:
−Removed: Table o f Contents
−Removed: Three Months Ended September 30, 2024
+Added: Three Months Ended December 31, 2024
Per share diluted
11 unchanged sentences
Reconciliation of Adjusted EBITDA
−Removed: Three Months Ended September 30, 2024
+Added: Three Months Ended December 31, 2024
GAAP-based net income, attributable to OpenText
11 unchanged sentences
Reconciliation of Free Cash Flows
−Removed: Three Months Ended September 30, 2024
−Removed: GAAP-based cash flows used in operating activities $ (77,806)
+Added: Three Months Ended December 31, 2024
+Added: GAAP-based cash flows provided by operating activities $ 347,992
Capital expenditures
Free cash flows $ 306,723
−Removed: Table o f Contents
+Added: Reconciliation of selected GAAP-based measures to Non-GAAP-based measures
+Added: for the six months ended December 31, 2025
+Added: (In thousands, except for per share data)
+Added: Six Months Ended December 31, 2025
+Added: GAAP-based Measures GAAP-based Measures
+Added: % of Total Revenue Adjustments Note Non-GAAP-based Measures Non-GAAP-based Measures
+Added: % of Total Revenue
+Added: Cost of revenues
+Added: Cloud services and subscriptions $ 342,469 $ (3,346) (1) $ 339,123
+Added: Customer support 122,561 (2,140) (1) 120,421
+Added: Professional service and other 125,575 (1,321) (1) 124,254
+Added: Amortization of acquired technology-based intangible assets 88,408 (88,408) (2) —
+Added: GAAP-based gross profit and gross margin (%) / Non-GAAP-based gross profit and gross margin (%) 1,919,716 73.4% 95,215 (3) 2,014,931 77.1%
+Added: Operating expenses
+Added: Research and development 327,437 (8,448) (1) 318,989
+Added: Sales and marketing 545,050 (14,733) (1) 530,317
+Added: General and administrative 215,874 (8,925) (1) 206,949
+Added: Amortization of acquired customer-based intangible assets 158,206 (158,206) (2) —
+Added: Special charges (recoveries) 40,257 (40,257) (4) —
+Added: GAAP-based income from operations / Non-GAAP-based income from operations
+Added: 561,704 325,784 (5) 887,488
+Added: Other income (expense), net (44) 44 (6) —
+Added: Provision for income taxes
+Added: 86,533 87,982 (7) 174,515
+Added: GAAP-based net income / Non-GAAP-based net income, attributable to OpenText
+Added: 314,707 237,846 (8) 552,553
+Added: GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText $ 1.24 $ 0.94 (8) $ 2.18
+Added: ______________________
+Added: (1) Adjustment relates to the exclusion of share-based compensation expense from our Non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results.
+Added: (2) Adjustment relates to the exclusion of amortization expense from our Non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results.
+Added: (3) GAAP-based and Non-GAAP-based gross profit stated in dollars and gross margin stated as a percentage of total revenue.
+Added: (4) Adjustment relates to the exclusion of special charges (recoveries) from our Non-GAAP-based operating expenses as special charges (recoveries) are generally incurred in the periods relevant to an acquisition and include certain charges or recoveries that are not indicative or related to continuing operations and are therefore excluded from our internal analysis of operating results.
+Added: See Note 16 “Special Charges (Recoveries)” to our Condensed Consolidated Financial Statements for more details.
+Added: (5) GAAP-based and Non-GAAP-based income from operations stated in dollars.
+Added: (6) Adjustment relates to the exclusion of other income (expense) from our Non-GAAP-based operating expenses as other income (expense) generally relates to the transactional impact of foreign exchange and is generally not indicative or related to continuing operations and is therefore excluded from our internal analysis of operating results.
+Added: Other income (expense) also includes our share of income (losses) from our holdings in investments as a limited partner.
+Added: We do not actively trade equity securities in these privately held companies nor do we plan our ongoing operations based around any anticipated fundings or distributions from these investments.
+Added: We exclude gains and losses on these investments as we do not believe they are reflective of our ongoing business and operating results.
+Added: Other income (expense) also includes unrealized and realized gains (losses) on our derivatives which are not designated as hedges.
+Added: We exclude gains and losses on these derivatives as we do not believe they are reflective of our ongoing business and operating results.
+Added: (7) Adjustment relates to differences between the GAAP-based tax provision rate of approximately 22% and a Non-GAAP-based tax rate of approximately 24%;
+Added: these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based net income.
+Added: Such excluded items include amortization, share-based compensation, special charges (recoveries) and other income (expense), net.
+Added: Also excluded are tax benefits/expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves and “book to return” adjustments for tax return filings and tax assessments.
+Added: Beginning in Fiscal 2025, net tax benefits arising from the internal reorganization that occurred in Fiscal 2017 have been fully utilized and are no longer included.
+Added: In arriving at our Non-GAAP-based tax rate of approximately 24%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense.
+Added: (8) Reconciliation of GAAP-based net income to Non-GAAP-based net income:
+Added: Six Months Ended December 31, 2025
+Added: Per share diluted
+Added: GAAP-based net income, attributable to OpenText
+Added: $ 314,707 $ 1.24
+Added: Amortization 246,614 0.98
+Added: Share-based compensation 38,913 0.15
+Added: Special charges (recoveries) 40,257 0.16
+Added: Other (income) expense, net 44 —
+Added: GAAP-based provision for income taxes
+Added: Non-GAAP-based provision for income taxes
+Added: (174,515) (0.69)
+Added: Non-GAAP-based net income, attributable to OpenText
+Added: $ 552,553 $ 2.18
+Added: Reconciliation of Adjusted EBITDA
+Added: Six Months Ended December 31, 2025
+Added: GAAP-based net income, attributable to OpenText
+Added: Provision for income taxes
+Added: Interest and other related expense, net 160,341
+Added: Amortization of acquired technology-based intangible assets 88,408
+Added: Amortization of acquired customer-based intangible assets 158,206
+Added: Depreciation 71,188
+Added: Share-based compensation 38,913
+Added: Special charges (recoveries) 40,257
+Added: Other (income) expense, net 44
+Added: Adjusted EBITDA $ 958,597
+Added: GAAP-based net income margin 12.0 %
+Added: Adjusted EBITDA margin 36.7 %
+Added: Reconciliation of Free Cash Flows
+Added: Six Months Ended December 31, 2025
+Added: GAAP-based cash flows provided by operating activities $ 466,422
+Added: Capital expenditures
+Added: Free cash flows $ 380,673
+Added: Reconciliation of selected GAAP-based measures to Non-GAAP-based measures
+Added: for the six months ended December 31, 2024
+Added: (In thousands, except for per share data)
+Added: Six Months Ended December 31, 2024
+Added: GAAP-based Measures GAAP-based Measures
+Added: % of Total Revenue Adjustments Note Non-GAAP-based Measures Non-GAAP-based Measures
+Added: % of Total Revenue
+Added: Cost of revenues
+Added: Cloud services and subscriptions $ 347,545 $ (4,982) (1) $ 342,563
+Added: Customer support 125,230 (2,481) (1) 122,749
+Added: Professional service and other 134,956 (2,587) (1) 132,369
+Added: Amortization of acquired technology-based intangible assets 94,447 (94,447) (2) —
+Added: GAAP-based gross profit and gross margin (%) / Non-GAAP-based gross profit and gross margin (%) 1,888,334 72.5% 104,497 (3) 1,992,831 76.5%
+Added: Operating expenses
+Added: Research and development 371,420 (15,823) (1) 355,597
+Added: Sales and marketing 519,811 (20,538) (1) 499,273
+Added: General and administrative 206,086 (13,508) (1) 192,578
+Added: Amortization of acquired customer-based intangible assets 162,552 (162,552) (2) —
+Added: Special charges (recoveries) 62,374 (62,374) (4) —
+Added: GAAP-based income from operations / Non-GAAP-based income from operations
+Added: 502,041 379,292 (5) 881,333
+Added: Other income (expense), net 32,960 (32,960) (6) —
+Added: Provision for income taxes
+Added: 52,776 118,448 (7) 171,224
+Added: GAAP-based net income / Non-GAAP-based net income, attributable to OpenText
+Added: 314,230 227,884 (8) 542,114
+Added: GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText $ 1.18 $ 0.85 (8) $ 2.03
+Added: ______________________
+Added: (1) Adjustment relates to the exclusion of share-based compensation expense from our Non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results.
+Added: (2) Adjustment relates to the exclusion of amortization expense from our Non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results.
+Added: (3) GAAP-based and Non-GAAP-based gross profit stated in dollars and gross margin stated as a percentage of total revenue.
+Added: (4) Adjustment relates to the exclusion of special charges (recoveries) from our Non-GAAP-based operating expenses as special charges (recoveries) are generally incurred in the periods relevant to an acquisition and include certain charges or recoveries that are not indicative or related to continuing operations and are therefore excluded from our internal analysis of operating results.
+Added: See Note 16 “Special Charges (Recoveries)” to our Condensed Consolidated Financial Statements for more details.
+Added: (5) GAAP-based and Non-GAAP-based income from operations stated in dollars.
+Added: (6) Adjustment relates to the exclusion of other income (expense) from our Non-GAAP-based operating expenses as other income (expense) generally relates to the transactional impact of foreign exchange and is generally not indicative or related to continuing operations and is therefore excluded from our internal analysis of operating results.
+Added: Other income (expense) also includes our share of income (losses) from our holdings in investments as a limited partner.
+Added: We do not actively trade equity securities in these privately held companies nor do we plan our ongoing operations based around any anticipated fundings or distributions from these investments.
+Added: We exclude gains and losses on these investments as we do not believe they are reflective of our ongoing business and operating results.
+Added: Other income (expense) also includes unrealized and realized gains (losses) on our derivatives which are not designated as hedges.
+Added: We exclude gains and losses on these derivatives as we do not believe they are reflective of our ongoing business and operating results.
+Added: (7) Adjustment relates to differences between the GAAP-based tax provision rate of approximately 14% and a Non-GAAP-based tax rate of approximately 24%;
+Added: these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based net income.
+Added: Such excluded items include amortization, share-based compensation, special charges (recoveries) and other income (expense), net.
+Added: Also excluded are tax benefits/expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves, and “book to return” adjustments for tax return filings and tax assessments.
+Added: Beginning in Fiscal 2025, net tax benefits arising from the internal reorganization that occurred in Fiscal 2017 have been fully utilized and are no longer included.
+Added: In arriving at our Non-GAAP-based tax rate of approximately 24%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense.
+Added: (8) Reconciliation of GAAP-based net income to Non-GAAP-based net income:
+Added: Six Months Ended December 31, 2024
+Added: Per share diluted
+Added: GAAP-based net income, attributable to OpenText
+Added: $ 314,230 $ 1.18
+Added: Amortization 256,999 0.96
+Added: Share-based compensation 59,919 0.22
+Added: Special charges (recoveries) 62,374 0.23
+Added: Other (income) expense, net (32,960) (0.12)
+Added: GAAP-based provision for income taxes
+Added: Non-GAAP-based provision for income taxes
+Added: (171,224) (0.64)
+Added: Non-GAAP-based net income, attributable to OpenText
+Added: $ 542,114 $ 2.03
+Added: Reconciliation of Adjusted EBITDA
+Added: Six Months Ended December 31, 2024
+Added: GAAP-based net income, attributable to OpenText
+Added: Provision for income taxes
+Added: Interest and other related expense, net 167,897
+Added: Amortization of acquired technology-based intangible assets 94,447
+Added: Amortization of acquired customer-based intangible assets 162,552
+Added: Depreciation 64,050
+Added: Share-based compensation 59,919
+Added: Special charges (recoveries) 62,374
+Added: Other (income) expense, net (32,960)
+Added: Adjusted EBITDA $ 945,285
+Added: GAAP-based net income margin 12.1 %
+Added: Adjusted EBITDA margin 36.3 %
+Added: Reconciliation of Free Cash Flows
+Added: Six Months Ended December 31, 2024
+Added: GAAP-based cash flows provided by operating activities $ 270,186
+Added: Capital expenditures
+Added: Free cash flows $ 189,601
LIQUIDITY AND CAPITAL RESOURCES
1 unchanged sentence
(In thousands)
−Removed: As of September 30, 2025 Change
+Added: As of December 31, 2025 Change
increase (decrease) As of June 30, 2025
5 unchanged sentences
(1) Restricted cash is classified under the Prepaid expenses and other current assets and Other assets line items on the Condensed Consolidated Balance Sheets (see Note 7 “Prepaid Expenses and Other Assets” to our Condensed Consolidated Financial Statements for more details).
−Removed: Three Months Ended September 30,
+Added: Six Months Ended December 31,
(In thousands)
2025 Change 2024
−Removed: Cash provided by (used in) operating activities
+Added: Cash provided by operating activities
$ 466,422 $ 196,236 $ 270,186
8 unchanged sentences
For more details, see “Long-term Debt and Credit Facilities” below.
−Removed: Cash flows from operating activities
−Removed: Cash flows from operating activities increased by $225.6 million during the three months ended September 30, 2025, as compared to the same period in the prior fiscal year driven by an increase in net changes from working capital of $177.3 million primarily from the one-time tax payments made in the prior year related to the AMC Divestiture, offset by an increase in net income after the impact of non-cash items of $48.3 million.
−Removed: During the first quarter of Fiscal 2026 we had a days sales outstanding (DSO) of 41 days, compared to our DSO of 42 days during the first quarter of Fiscal 2025.
−Removed: The per day impact of our DSO in the first quarter of Fiscal 2026 and Fiscal 2025 on our cash flows was $14.3 million and $14.1 million, respectively.
+Added: Cash flows from operating activitie s
+Added: Cash flows from operating activities increased by $196.2 million during the six months ended December 31, 2025, as compared to the same period in the prior fiscal year principally related to an increase in net changes from working capital of $190.7 million primarily from the one-time tax payments made in the prior year related to the AMC Divestiture, and an increase in net income after the impact of non-cash items of $5.5 million.
+Added: During the second quarter of Fiscal 2026 we had a days sales outstanding (DSO) of 45 days, as compared to our DSO of 43 days during the second quarter of Fiscal 2025.
+Added: The per day impact of our DSO in the second quarter of Fiscal 2026 and Fiscal 2025 on our cash flows was $14.7 million and $14.8 million, respectively.
In arriving at DSO, we exclude contract assets as these assets do not provide an unconditional right to the related consideration from the customer.
Cash flows from investing activities
−Removed: Our cash flows from investing activities are primarily on account of acquisitions and additions of property and equipment.
−Removed: Cash flows used in investing activities increased by $8.6 million during the three months ended September 30, 2025, as compared to the same period in the prior fiscal year primarily due to an increase in additions of property and equipment.
+Added: Cash flows from investing activities are primarily on account of acquisitions and additions of property and equipment.
+Added: Cash flows used in investing activities increased by $0.4 million during the six months ended December 31, 2025, as compared to the same period in the prior fiscal year primarily due to an increase of $12.1 million, which includes additions for property and equipment of $5.2 million and a decrease in proceeds from other investing activities of $6.9 million, offset by a payment of $11.7 million made in the prior year related to working capital net settlement on the AMC Divestiture.
Cash flows from financing activities
1 unchanged sentence
These inflows are typically offset by scheduled and non-scheduled repayments of our long-term debt financing and, when applicable, the payment of dividends and/or repurchases of our Common Shares.
−Removed: Cash flows used in financing activities decreased by $8.8 million during the three months ended September 30, 2025 as compared to the same period in the prior fiscal year.
−Removed: This is primarily due to the impact of the following activities:
−Removed: (i) $4.8 million related to the decrease in cash used in the repurchases of Common Shares and treasury stock;
−Removed: Table o f Contents
−Removed: (ii) $4.3 million due to net change in TSA obligations driven by cash collections in the prior year on behalf of Rocket Software related to certain transition services performed by the Company related to the AMC Divestiture.
+Added: Cash flows used in financing activities decreased by $64.3 million during the six months ended December 31, 2025 as compared to the same period in the prior fiscal year.
+Added: This is primarily due to the net impact of the following activities:
+Added: (i) $60.8 million related to the a decrease in cash used in the repurchases of Common Shares and treasury stock;
+Added: (ii) $23.8 million related to higher proceeds from the issuance of Common Shares for the exercise of options and the ESPP.
+Added: The decreases in cash flows used in financing activities above were partially offset by the following increase:
+Added: (iii) $21.9 million due to a net change in TSA obligations driven by cash collections on behalf of Rocket Software related to certain transition services performed by the Company related to the AMC Divestiture.
All transition services pursuant to the TSA were completed as of June 30, 2025.
Cash Dividends
−Removed: During the three months ended September 30, 2025, we declared and paid cash dividends of $0.275 per Common Share in the aggregate amount of $68.2 million (three months ended September 30, 2024—$0.2625 per Common Share in the aggregate amount of $69.1 million).
+Added: During the three and six months ended December 31, 2025, we declared and paid cash dividends of $0.275 and $0.55 per Common Share, respectively, in the aggregate amount of $68.5 million and $136.7 million, respectively (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).
Future declarations of dividends and the establishment of future record and payment dates are subject to final determination and discretion of the Board.
2 unchanged sentences
Our long-term debt and credit facilities consist of senior notes, a term loan facility, and a revolving credit facility, as described below and further detailed in Note 9 “Long-Term Debt” to our Condensed Consolidated Financial Statements.
−Removed: As of September 30, 2025, we had senior debt outstanding, with maturities starting in 2027 and extending through 2031 with a total carrying value of $4.3 billion.
+Added: As of December 31, 2025, we had senior debt outstanding, with maturities starting in 2027 and extending through 2031, with a total carrying value of $4.3 billion.
The senior notes bear interest at rates between 3.875% and 6.90%, in each case payable semi-annually in arrears.
5 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%.
−Removed: As of September 30, 2025, the balance outstanding under the Acquisition Term Loan was $2.176 billion.
+Added: As of December 31, 2025, the balance outstanding under the Acquisition Term Loan was $2.167 billion.
+Added: 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.
+Added: Following this prepayment, the remaining balance of the Acquisition Term Loan is $2.004 billion.
+Added: See Note 24 “Subsequent Events” for more details.
On December 19, 2023, we amended our $750 million committed revolving credit facility (the Revolver) to, among other things, extend the Revolver’s maturity date to December 19, 2028.
−Removed: There were no outstanding borrowings under the Revolver as of September 30, 2025.
+Added: There were no outstanding borrowings under the Revolver as of December 31, 2025.
Borrowings under the Revolver are secured by a first charge over substantially all of our assets, on a pari passu basis with the Acquisition Term Loan and our senior secured notes due 2027.
4 unchanged sentences
As the Company qualifies as a “well-known seasoned issuer” in Canada, a short-form base shelf prospectus qualifying the distribution of such securities was concurrently filed with Canadian securities regulators on December 12, 2025.
−Removed: The type of securities and the specific terms thereof will be determined at the time of any offering and will be described in the applicable prospectus supplement to be filed separately with the SEC and Canadian securities regulators.
+Added: The type of securities and the specific terms thereof will be
+Added: determined at the time of any offering and will be described in the applicable prospectus supplement to be filed separately with the SEC and Canadian securities regulators.
Share Repurchase Plan / Normal Course Issuer Bid
−Removed: 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
−Removed: Table o f Contents
−Removed: 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.
+Added: 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, 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.
−Removed: 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 TSX (as part of a Fiscal 2026 NCIB, defined below), 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).
−Removed: 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.
+Added: 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 TSX (as part of a Fiscal 2026 NCIB, defined below), 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 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 (as defined below), the Company established an automatic share repurchase plan (ASPP) with its broker to facilitate repurchases of the Common Shares.
−Removed: Under the terms of the ASPP, the Company’s broker is permitted to make purchases at its sole discretion based on parameters set by the Company in accordance with TSX rules, applicable law and the terms of the ASPP, during periods when the Company would ordinarily not be permitted to make purchases, whether due to regulatory restriction or customary self-imposed blackout periods.
+Added: Under the terms of the ASPP, the Company’s broker is be permitted to make purchases at its sole discretion based on parameters set by the Company in accordance with TSX rules, applicable law and the terms of the ASPP, during periods when the Company would ordinarily not be permitted to make purchases, whether due to regulatory restriction or customary self-imposed blackout periods.
Outside of such periods, Common Shares can be purchased based on management’s discretion, in compliance with TSX rules and applicable law.
−Removed: All purchases of Common Shares made under the ASPP are included in determining the number of Common Shares purchased under the NCIB.
−Removed: 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).
−Removed: Additionally, as of September 30, 2025, we recorded an accrual 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.
+Added: All purchases of Common Shares made under the ASPP are be included in determining the number of Common Shares purchased under the NCIB.
+Added: During the three and six months ended December 31, 2025, we repurchased and cancelled 1,389,600 and 4,545,923 Common Shares, inclusive of 2% Canadian excise taxes recorded, for $50.2 million and $152.2 million, respectively (three and six months ended December 31, 2024, 2,212,971 and 4,862,102 Common Shares, respectively, for $67.1 million and $153.6 million, respectively).
+Added: Additionally, as of December 31, 2025, we recorded an accrual 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.
Normal Course Issuer Bid
3 unchanged sentences
Under the rules of the TSX, the maximum number of Common Shares that may be purchased in this period is 24,906,456 (representing 10% of the Company’s public float calculated in accordance with TSX rules) as of July 31, 2025, and the maximum number of Common Shares that can be purchased on a single day is 224,146 Common Shares, which was 25% of 896,585 (calculated in accordance with TSX rules based on the average daily trading volume for the Common Shares on the TSX for the six months ended July 31, 2025), subject to certain exceptions for block purchases, and subject in any case to the volume and other limitations under Rule 10b-18 of the Exchange Act.
−Removed: Table o f Contents
Commitments and Contractual Obligations
−Removed: As of September 30, 2025, we have entered into the following contractual obligations with minimum payments for the indicated fiscal periods as follows:
+Added: As of December 31, 2025, we have entered into the following contractual obligations with minimum payments for the indicated fiscal periods as follows:
Payments due between
(In thousands)
−Removed: Total October 1, 2025 - June 30, 2026 July 1, 2026 - June 30, 2028 July 1, 2028 - June 30, 2030 July 1, 2030 and beyond
+Added: 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)
23 unchanged sentences
Contingencies
−Removed: 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.
+Added: As part of its ongoing audit of our Canadian tax returns, the 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.
We strongly disagree with the CRA’s positions and believe the reassessments of Fiscal 2012, Fiscal 2013, Fiscal 2014, Fiscal 2015 and Fiscal 2016 (including any penalties) are without merit, and we are continuing to contest these reassessments.
4 unchanged sentences
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.
−Removed: Table o f Contents
−Removed: disagree with the CRA’s position for Fiscal 2017 through Fiscal 2020 and intend to vigorously defend our original filing position.
+Added: We strongly disagree with the CRA’s position for Fiscal 2017 through Fiscal 2020 and intend to vigorously defend our original filing position.
We will continue to vigorously contest the adjustments to our taxable income and any penalty and interest assessments, as well as any reduction to the basis of our depreciable property.
5 unchanged sentences
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.