OPEN TEXT CORP 10-Q

Item 1. Financial Statements OPEN TEXT CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands of U.S. dollars, except share data) 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 $ 15,116 as of December 31, 2025 and $ 14,258 as of June 30, 2025 665,617 659,675 Contract assets (Note 3) 73,965 77,920 Income taxes recoverable (Note 13) 38,583 108,792 Prepaid expenses and other current assets (Note 7) 186,383 198,575 Assets held for sale (Note 17) 116,105 — Total current assets 2,352,027 2,201,458 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 Operating lease right of use assets (Note 4) 156,402 197,977 Long-term contract assets (Note 3) 55,133 49,293 Goodwill (Note 5) 7,433,913 7,517,463 Acquired intangible assets (Note 6) 1,729,983 1,976,591 Deferred tax assets (Note 13) 1,071,236 1,080,575 Other assets (Note 7) 308,115 307,693 Long-term income taxes recoverable (Note 13) 73,987 67,762 Total assets $ 13,570,162 $ 13,774,064 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued liabilities (Note 8) $ 929,508 $ 1,026,583 Current portion of long-term debt (Note 9) 35,850 35,850 Operating lease liabilities (Note 4) 66,600 75,914 Deferred revenues (Note 3) 1,456,883 1,515,382 Income taxes payable (Note 13) 2,804 93,325 Liabilities held for sale (Note 17) 13,019 — Total current liabilities 2,504,664 2,747,054 Long-term liabilities: Accrued liabilities (Note 8) 41,214 42,312 Pension liability, net (Note 10) 132,511 132,215 Long-term debt (Note 9) 6,335,758 6,342,071 Long-term operating lease liabilities (Note 4) 155,217 189,949 Long-term deferred revenues (Note 3) 165,191 168,757 Long-term income taxes payable (Note 13) 68,654 79,604 Deferred tax liabilities (Note 13) 121,559 141,514 Total long-term liabilities 7,020,104 7,096,422 Shareholders’ equity: Share capital and additional paid-in capital (Note 11) 251,676,295 and 254,784,391 Common Shares issued and outstanding at December 31, 2025 and June 30, 2025, respectively; authorized Common Shares: unlimited 2,183,939 2,193,985 Accumulated other comprehensive income (loss) (Note 19) ( 38,432 ) ( 67,067 ) Retained earnings 1,971,950 1,940,113 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 ) Total OpenText shareholders’ equity 4,043,594 3,928,867 Non-controlling interests 1,800 1,721 Total shareholders’ equity 4,045,394 3,930,588 Total liabilities and shareholders’ equity $ 13,570,162 $ 13,774,064 Guarantees and contingencies (Note 12) Related party transactions (Note 23) Subsequent events (Note 24) See accompanying Notes to Condensed Consolidated Financial Statements. 3 Table of Contents OPEN TEXT CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF INCOME (In thousands of U.S. dollars and shares, except per share data) (Unaudited) Three Months Ended December 31, Six Months Ended December 31, 2025 2024 2025 2024 Revenues (Note 3): Cloud services and subscriptions $ 478,084 $ 462,306 $ 962,593 $ 919,330 Customer support 581,921 590,595 1,168,766 1,186,085 License 184,227 188,923 318,775 314,736 Professional service and other 82,504 92,676 164,737 183,354 Total revenues 1,326,736 1,334,500 2,614,871 2,603,505 Cost of revenues: Cloud services and subscriptions 170,252 172,288 342,469 347,545 Customer support 58,497 62,656 122,561 125,230 License 9,046 6,336 16,142 12,993 Professional service and other 62,537 68,041 125,575 134,956 Amortization of acquired technology-based intangible assets (Note 6) 44,204 47,203 88,408 94,447 Total cost of revenues 344,536 356,524 695,155 715,171 Gross profit 982,200 977,976 1,919,716 1,888,334 Operating expenses: Research and development 158,309 180,727 327,437 371,420 Sales and marketing 287,995 273,929 545,050 519,811 General and administrative 110,111 99,356 215,874 206,086 Depreciation 35,267 31,879 71,188 64,050 Amortization of acquired customer-based intangible assets (Note 6) 78,645 81,048 158,206 162,552 Special charges (recoveries) (Note 16) 20,118 15,238 40,257 62,374 Total operating expenses 690,445 682,177 1,358,012 1,386,293 Income from operations 291,755 295,799 561,704 502,041 Other income (expense), net (Note 21) 2,932 68,615 ( 44 ) 32,960 Interest and other related expense, net ( 79,227 ) ( 83,615 ) ( 160,341 ) ( 167,897 ) Income before income taxes 215,460 280,799 401,319 367,104 Provision for income taxes (Note 13) 47,334 50,893 86,533 52,776 Net income $ 168,126 $ 229,906 $ 314,786 $ 314,328 Net (income) attributable to non-controlling interests ( 35 ) ( 44 ) ( 79 ) ( 98 ) Net income attributable to OpenText $ 168,091 $ 229,862 $ 314,707 $ 314,230 Earnings per share—basic attributable to OpenText (Note 22) $ 0.67 $ 0.87 $ 1.24 $ 1.18 Earnings per share—diluted attributable to OpenText (Note 22) $ 0.66 $ 0.87 $ 1.24 $ 1.18 Weighted average number of Common Shares outstanding—basic 251,983 265,099 252,814 266,252 Weighted average number of Common Shares outstanding—diluted 253,733 265,193 253,406 266,505 See accompanying Notes to Condensed Consolidated Financial Statements. 4 Table of Contents OPEN TEXT CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands of U.S. dollars) (Unaudited) Three Months Ended December 31, Six Months Ended December 31, 2025 2024 2025 2024 Net income $ 168,126 $ 229,906 $ 314,786 $ 314,328 Other comprehensive income (loss)—net of tax: Net foreign currency translation adjustments 6,843 1,167 29,020 ( 4,023 ) Unrealized gain (loss) on cash flow hedges: Unrealized gain (loss)—net of tax (1) 668 ( 4,188 ) ( 1,007 ) ( 3,534 ) (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 8,079 ( 1,323 ) 28,635 ( 6,160 ) Total comprehensive income 176,205 228,583 343,421 308,168 Comprehensive income attributable to non - controlling interests ( 35 ) ( 44 ) ( 79 ) ( 98 ) Total comprehensive income attributable to OpenText $ 176,170 $ 228,539 $ 343,342 $ 308,070 ______________________ (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. 5 Table of Contents OPEN TEXT CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (In thousands of U.S. dollars and shares) (Unaudited) Three Months Ended December 31, 2025 Common Shares and Additional Paid in Capital Treasury Stock Retained Earnings Accumulated Other Comprehensive Income Non-Controlling Interests Total Shares Amount Shares Amount Balance as of September 30, 2025 251,964 $ 2,189,340 ( 4,452 ) $ ( 130,561 ) $ 1,938,716 $ ( 46,511 ) $ 1,765 $ 3,952,749 Issuance of Common Shares Under employee stock option plans 857 26,746 — — — — — 26,746 Under employee stock purchase plans 245 7,826 — — — — — 7,826 Share-based compensation — 21,119 — — — — — 21,119 Issuance of treasury stock — ( 51,375 ) 1,868 56,698 — — — 5,323 Repurchase of Common Shares ( 1,390 ) ( 9,717 ) — — ( 65,455 ) — — ( 75,172 ) Dividends declared ($ 0.275 per Common Share) — — — — ( 69,402 ) — — ( 69,402 ) Other comprehensive income (loss) - net — — — — — 8,079 — 8,079 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 Other Comprehensive Income 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 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 6 Table of Contents OPEN TEXT CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (In thousands of U.S. dollars and shares) (unaudited) Six Months Ended December 31, 2025 Common Shares and Additional Paid in Capital Treasury Stock Retained Earnings Accumulated Other Comprehensive Income Non-Controlling Interests Total Shares Amount Shares Amount Balance as of June 30, 2025 254,784 $ 2,193,985 ( 4,648 ) $ ( 138,164 ) $ 1,940,113 $ ( 67,067 ) $ 1,721 $ 3,930,588 Issuance of Common Shares Under employee stock option plans 882 27,301 — — — — — 27,301 Under employee stock purchase plans 556 15,422 — — — — — 15,422 Share-based compensation — 38,800 — — — — — 38,800 Issuance of treasury stock — ( 58,777 ) 2,064 64,301 — — — 5,524 Repurchase of Common Shares ( 4,546 ) ( 32,792 ) — — ( 144,103 ) — — ( 176,895 ) Dividends declared ($ 0.55 per Common Share) — — — — ( 138,767 ) — — ( 138,767 ) Other comprehensive income (loss) - net — — — — — 28,635 — 28,635 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 Six Months Ended December 31, 2024 Common Shares and Additional Paid in Capital Treasury Stock Retained Earnings Accumulated Other Comprehensive Income Non-Controlling Interests Total Shares Amount Shares Amount Balance as of June 30, 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 7 Table of Contents OPEN TEXT CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands of U.S. dollars) (Unaudited) Six Months Ended December 31, 2025 2024 Cash flows from operating activities: Net income $ 314,786 $ 314,328 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization of intangible assets 317,802 321,049 Share-based compensation expense 38,913 59,919 Pension expense 6,228 6,813 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 — 4,175 Loss on sale and write down of property and equipment, net 2,823 439 Deferred taxes ( 32,799 ) ( 52,977 ) Share in net (income) of equity investees ( 7,633 ) ( 1,993 ) Changes in derivative instruments ( 10,749 ) ( 20,614 ) Changes in operating assets and liabilities: Accounts receivable 60,490 41,879 Contract assets ( 69,678 ) ( 59,946 ) Prepaid expenses and other current assets 10,168 54,578 Income taxes ( 32,664 ) ( 196,727 ) Accounts payable and accrued liabilities ( 98,492 ) ( 128,110 ) Deferred revenue ( 49,415 ) ( 71,407 ) Other assets 7,377 ( 1,436 ) Operating lease assets and liabilities, net ( 10,191 ) ( 11,964 ) Net cash provided by operating activities 466,422 270,186 Cash flows from investing activities: Additions of property and equipment ( 85,749 ) ( 80,585 ) Adjustment to proceeds from AMC Divestiture — ( 11,686 ) Proceeds from interest on derivative instruments 870 2,519 Other investing activities 632 5,892 Net cash used in investing activities ( 84,247 ) ( 83,860 ) Cash flows from financing activities: Proceeds from issuance of Common Shares from exercise of 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 — 21,938 Debt issuance costs — ( 1,066 ) Repurchase of Common Shares ( 157,625 ) ( 153,406 ) Purchase of treasury stock — ( 65,023 ) Payments of dividends to shareholders ( 136,735 ) ( 137,374 ) Net cash used in financing activities ( 270,787 ) ( 335,117 ) 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 8 Table of Contents OPEN TEXT CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands of U.S. dollars) (Unaudited) Reconciliation of cash, cash equivalents and restricted cash: December 31, 2025 December 31, 2024 Cash and cash equivalents $ 1,271,374 $ 1,122,192 Restricted cash (1) 1,623 2,016 Total cash, cash equivalents and restricted cash $ 1,272,997 $ 1,124,208 ______________________ (1) Restricted cash is classified under the Prepaid expenses and other current assets and Other assets line items on the Condensed Consolidated Balance Sheets (Note 7). Supplemental cash flow disclosures (Note 4 and Note 20) See accompanying Notes to Condensed Consolidated Financial Statements. 9 Table of Contents OPEN TEXT CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the Three and Six Months Ended December 31, 2025 (Unless otherwise noted, tabular amounts in thousands of U.S. dollars, except share and per share data) (Unaudited) 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 December 31, 2025, was 70 % owned by OpenText. All intercompany balances and transactions have been eliminated. The Company’s fiscal year begins on July 1 and ends on June 30. Unless otherwise noted, any reference to a year preceded by the word “Fiscal” refers to the fiscal year ended June 30 of that year. For example, references to “Fiscal 2026” refer to the fiscal year ended June 30, 2026. These Condensed Consolidated Financial Statements are expressed in U.S. dollars and are prepared in accordance with United States generally accepted accounting principles (U.S. GAAP). The information furnished reflects all adjustments necessary for a fair presentation of the results for the periods presented. Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires us to make certain estimates, judgments and assumptions that affect the amounts reported in the Condensed Consolidated Financial Statements. These estimates, judgments and assumptions are evaluated on an ongoing basis. We base our estimates on historical experience and on various other assumptions that we believe are reasonable at that time, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from those estimates. In particular, key estimates, judgments and assumptions include those related to: (i) revenue recognition, (ii) accounting for income taxes, (iii) testing of goodwill for impairment, (iv) the valuation of acquired intangible assets, (v) the valuation of long-lived assets, (vi) the recognition of contingencies, (vii) restructuring accruals, (viii) acquisition accruals and pre-acquisition contingencies, (ix) the valuation of stock options granted and obligations related to share-based compensation, including the valuation of our long-term incentive plans, (x) the valuation of pension obligations and pension assets, (xi) the valuation of available-for-sale investments, (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 Accounting Pronouncements Adopted in Fiscal 2026 During Fiscal 2026, we have not adopted any accounting pronouncements that have had a material impact to our Condensed Consolidated Financial Statements or disclosures. Accounting Pronouncements Not Yet Adopted in Fiscal 2026 Income Taxes In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” that addresses requests for improved 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. The amendments in this ASU may be applied on a prospective or retrospective basis, with early adoption permitted. The impact of our adoption of such guidance will be reflected in our 2026 annual consolidated financial statements. 10 Table of Contents Disaggregation of Income Statement Expenses In November 2024, the FASB issued ASU 2024-03 “Disaggregation of Income Statement Expenses (Subtopic 220-40),” which requires additional disclosures of specific expense categories included within income statement expense captions. The guidance will be effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The amendments in this ASU may be applied on a prospective or retrospective basis, with early adoption permitted. We are currently evaluating the impact of the adoption of ASU 2024-03 on the Company’s financial disclosures. Credit Losses In July 2025, the FASB issued ASU 2025-05 “Financial Instruments - Credit Losses (Topic 326)”, which provides a practical expedient for estimating expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under Topic 606, Revenue from Contracts with Customers. The guidance will be effective for fiscal years beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. The amendments in this ASU may be applied on a prospective basis, with early adoption permitted. We are currently evaluating the impact of the adoption of ASU 2025-05 on the Company’s financial disclosures. Internal-Use Software In September 2025, the FASB issued ASU 2025-06 “Intangible - Goodwill and Other - Internal-Use Software (Subtopic 350-40),” which amends guidance related to the accounting for internal-use software development costs. The guidance will be effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. The amendments in this ASU may be applied on a prospective, modified prospective or retrospective basis, with early adoption permitted. We are currently evaluating the impact of the adoption of ASU 2025-06 on the Company’s financial disclosures. 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. 11 Table of Contents NOTE 3— REVENUES Disaggregation of Revenue We have four revenue streams: cloud services and subscriptions, customer support, license, and professional service and other. The following tables disaggregate our revenue by significant geographic area, based on the location of our direct end customer, by type of performance obligation and timing of revenue recognition for the periods indicated: Three Months Ended December 31, Six Months Ended December 31, 2025 2024 2025 2024 Total Revenues by Geography: Americas (1) $ 708,440 $ 765,857 $ 1,442,016 $ 1,494,100 EMEA (2) 496,726 449,068 935,528 868,299 Asia Pacific (3) 121,570 119,575 237,327 241,106 Total revenues $ 1,326,736 $ 1,334,500 $ 2,614,871 $ 2,603,505 ______________________ (1) Americas consists of countries in North, Central and South America. (2) EMEA consists of countries in Europe, the Middle East and Africa. (3) Asia Pacific primarily consists of Australia, Japan, Singapore, India and China. Three Months Ended December 31, Six Months Ended December 31, 2025 2024 2025 2024 Total Revenues by Type of Performance Obligation: Recurring revenues (1) 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 Professional service and other revenue 82,504 92,676 164,737 183,354 Total revenues $ 1,326,736 $ 1,334,500 $ 2,614,871 $ 2,603,505 ______________________ (1) Recurring revenue is defined as the sum of Cloud services and subscriptions revenue and Customer support revenue. Three Months Ended December 31, Six Months Ended December 31, 2025 2024 2025 2024 Total Revenues by Timing of Revenue Recognition: Point in time $ 184,227 $ 188,923 $ 318,775 $ 314,736 Over time (including professional service and other revenue) 1,142,509 1,145,577 2,296,096 2,288,769 Total revenues $ 1,326,736 $ 1,334,500 $ 2,614,871 $ 2,603,505 Revenue by Product Categories We have seven product categories (previously referred to as business clouds) as part of our Information Management solutions: Content, Business Network, IT Operations Management (ITOM, also known as Observability and Service Management (OSM)), Cybersecurity (Enterprise), Cybersecurity (Small and Medium-Sized Businesses (SMB) & Consumer), Application Delivery Management (ADM, also known as DevOps), and Analytics. The following table disaggregates total revenue and total cloud services and subscription revenue by product category for the periods indicated. The Company believes this presentation is useful as it provides additional information: 12 Table of Contents Three Months Ended December 31, Six Months Ended December 31, 2025 2024 2025 2024 Total Revenues by Product Categories Content $ 573,335 $ 548,656 $ 1,096,799 $ 1,055,547 Business Network 159,770 159,479 320,481 316,699 ITOM 113,262 114,095 226,706 234,304 Cybersecurity (Enterprise) 174,483 192,842 355,230 363,401 Cybersecurity (SMB & Consumer) 127,646 135,183 259,373 273,583 ADM (1) 120,125 123,333 242,221 242,279 Analytics 58,115 60,912 114,061 117,692 Total revenues by product categories $ 1,326,736 $ 1,334,500 $ 2,614,871 $ 2,603,505 Total Cloud Services and Subscriptions Revenue by Product Categories Content $ 137,907 $ 116,626 $ 273,519 $ 228,916 Business Network 151,379 150,036 303,578 297,604 ITOM 7,843 4,709 14,606 8,979 Cybersecurity (Enterprise) 17,939 21,047 38,956 42,344 Cybersecurity (SMB & Consumer) 117,337 123,853 238,658 251,082 ADM (1) 27,933 26,810 59,100 51,813 Analytics 17,746 19,225 34,176 38,592 Total cloud services and subscriptions revenues by product categories $ 478,084 $ 462,306 $ 962,593 $ 919,330 ______________________ (1) ADM was previously named Application Automation. Contract Balances A contract asset, net of allowance for credit losses, will be recorded if we have recognized revenue but do not have an unconditional right to the related consideration from the customer. For example, this will be the case if implementation services offered in a cloud arrangement are identified as a separate performance obligation and are provided to a customer prior to us being able to bill the customer. In addition, a contract asset may arise in relation to subscription licenses if the license revenue that is recognized upfront exceeds the amount that we are able to invoice the customer at that time. Contract assets are reclassified to accounts receivable when the rights become unconditional. 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 55,133 49,293 Short-term deferred revenues (1) 1,456,883 1,515,382 Long-term deferred revenues (1) 165,191 168,757 ______________________ (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 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. 13 Table of Contents 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 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 Incremental costs of obtaining a contract include only those costs that we incur to obtain a contract that we would not have incurred if the contract had not been obtained, such as sales commissions. The following table summarizes the changes in total capitalized costs to obtain a contract, since June 30, 2025: Capitalized costs to obtain a contract as of June 30, 2025 $ 129,026 New capitalized costs incurred 33,223 Amortization of capitalized costs ( 25,188 ) Impact of foreign exchange rate changes 437 Capitalized costs to obtain a contract as of December 31, 2025 $ 137,498 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. Remaining Performance Obligations Remaining performance obligations (RPO) represent contracted revenue that has not yet been recognized. They include amounts recognized as deferred revenue and amounts that are contracted but will be billed and recognized as revenue in future periods. 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 December 31, 2025 Total RPO (1) $ 4.5 % recognized as revenue over the following 12 months 60 % Cloud services and subscriptions RPO $ 2.6 % recognized as revenue over the following 12 months 48 % Customer support and other RPO (2) $ 1.9 % recognized as revenue over the following 12 months 76 % ______________________ (1) RPO amounts presented may be impacted by certain estimates including currency fluctuations, estimates of customers’ deployment of contracted solutions, changes in the scope or termination of contracts, among other factors, and are therefore subject to change. (2) Customer support and other RPO is primarily comprised of obligations related to customer support revenues, and to a lesser extent license, professional services and other revenues. 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. 14 Table of Contents NOTE 4— LEASES We enter into operating leases, both domestically and internationally, for certain facilities, automobiles, data centers and equipment for use in the ordinary course of business. The duration of the majority of these leases generally ranges from 1 to 10 years, some of which include options to extend for an additional 3 to 5 years after the initial term. Additionally, the land upon which our headquarters in Waterloo, Ontario, Canada is located is leased from the University of Waterloo for a period of 49 years beginning in December 2005, with an option to renew for an additional term of 49 years. We also have finance lease liabilities comprised of equipment lease arrangements with an average duration of 4 to 5 years, of which all are currently being sublet. Leases with an initial term of 12 months or less are not recorded on our Condensed Consolidated Balance Sheets. The following illustrates the Condensed Consolidated Balance Sheets information related to leases: 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 $ 156,402 $ 197,977 Operating lease liabilities (current) Operating lease liabilities $ 66,600 $ 75,914 Operating lease liabilities (non-current) Long-term operating lease liabilities 155,217 189,949 Total operating lease liabilities $ 221,817 $ 265,863 Finance Leases Finance lease receivables (current) Prepaid expenses and other current assets $ 1,540 $ 1,867 Finance lease receivables (non-current) Other assets — 457 Total finance lease receivables $ 1,540 $ 2,324 Finance lease liabilities (current) Accounts payable and accrued liabilities $ 1,381 $ 1,877 Finance lease liabilities (non-current) Accrued liabilities — 457 Total finance lease liabilities $ 1,381 $ 2,334 The weighted average remaining lease term and discount rate for the periods indicated below were as follows: 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 0.76 years 1.23 years Weighted-average discount rate Operating leases 4.97 % 4.92 % Finance leases 5.32 % 5.33 % Lease Costs and Other Information The following illustrates the various components of lease costs for the period indicated: 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 Short-term lease cost 207 639 424 978 Variable lease cost 834 836 1,810 1,891 Sublease income ( 2,836 ) ( 2,692 ) ( 4,868 ) ( 5,466 ) Total lease cost $ 16,457 $ 19,426 $ 35,322 $ 39,151 15 Table of Contents Supplemental Cash Flow Information The following table presents supplemental information relating to cash flows arising from lease transactions. Cash payments made for variable lease costs and short-term leases are not included in the measurement of lease liabilities, and, as such, are excluded from the amounts below: Six Months Ended December 31, 2025 2024 Cash paid for amounts included in the measurement of lease liabilities: Operating leases $ 45,713 $ 52,044 Finance leases $ 1,000 $ 1,952 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 December 31, 2025: Fiscal years ending June 30, Operating Leases Finance Leases 2026 (six months ended) $ 40,587 $ 947 2027 67,001 459 2028 50,187 — 2029 34,831 — 2030 20,709 — Thereafter 31,637 — Total lease payments $ 244,952 $ 1,406 Less: Imputed interest ( 23,135 ) ( 25 ) Total $ 221,817 $ 1,381 Operating lease maturity amounts included in the table above do not include sublease income expected to be received under our various sublease agreements with third parties. Under the agreements initiated with third parties, we expect to receive sublease income of $ 4.4 million over the remainder of Fiscal 2026 and $ 0.9 million thereafter. NOTE 5— GOODWILL Goodwill is recorded when the consideration paid for an acquisition of a business exceeds the fair value of identifiable net tangible and intangible assets. The following table summarizes the changes in goodwill since June 30, 2025: Balance as of June 30, 2025 $ 7,517,463 Reclassification to Assets held for sale (1) ( 92,190 ) Impact of foreign exchange rate changes 8,640 Balance as of December 31, 2025 $ 7,433,913 ______________________ (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. 16 Table of Contents NOTE 6— ACQUIRED INTANGIBLE ASSETS As of December 31, 2025 Cost Accumulated Amortization Net Technology assets $ 1,064,433 $ ( 530,136 ) $ 534,297 Customer assets 2,305,987 ( 1,110,301 ) 1,195,686 Total $ 3,370,420 $ ( 1,640,437 ) $ 1,729,983 As of June 30, 2025 Cost Accumulated Amortization Net Technology assets $ 1,064,400 $ ( 441,705 ) $ 622,695 Customer assets 2,635,686 ( 1,281,790 ) 1,353,896 Total $ 3,700,086 $ ( 1,723,495 ) $ 1,976,591 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. The following table shows the estimated future amortization expense for the fiscal years indicated. This calculation assumes no future adjustments to acquired intangible assets: Fiscal years ending June 30, 2026 (six months ended) $ 220,903 2027 396,747 2028 379,767 2029 283,041 2030 209,515 2031 and Thereafter 240,010 Total $ 1,729,983 17 Table of Contents NOTE 7— PREPAID EXPENSES AND OTHER ASSETS Prepaid expenses and other current assets: 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) 136,294 148,824 Derivative asset (2) 779 2,984 Total $ 186,383 $ 198,575 ______________________ (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. See Note 15 “Derivative Instruments and Hedging Activities” for more details. Other assets: 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 Available-for-sale financial assets 46,775 45,074 Long-term prepaid expenses and other long-term assets 27,161 38,480 Total $ 308,115 $ 307,693 Deposits and restricted cash primarily relate to security deposits provided to landlords in accordance with facility lease agreements and cash restricted per the terms of certain contractual-based agreements. Capitalized costs to obtain a contract relate to incremental costs of obtaining a contract, such as sales commissions, which are eligible for capitalization on contracts to the extent that such costs are expected to be recovered (see Note 3 “Revenues”). Investments relate to certain investment funds in which we are a limited partner. Our interests in each of these investees range from 4 % to below 20 %. These investments are accounted for using the equity method. Our share of net income or losses based on our interest in these investments, which approximates fair value and is subject to volatility based on market trends and business conditions, is recorded as a component of Other income (expense), net in our Condensed Consolidated Statements of Income (see Note 21 “Other Income (Expense), Net”). 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. The remaining portion of available-for-sale financial assets are primarily comprised of various debt and equity funds, which are valued utilizing market quotes provided by our third-party custodian. These arrangements are treated as available-for-sale financial assets measured at fair value quarterly (see Note 14 “Fair Value Measurement”) with unrealized gains and losses recorded within Other comprehensive income (loss), net (see Note 19 “Accumulated Other Comprehensive Income (Loss)”). Prepaid expenses and other assets, both short-term and long-term, include advance payments on licenses that are being amortized over the applicable terms of the licenses and other miscellaneous assets. 18 Table of Contents NOTE 8— ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities: As of December 31, 2025 As of June 30, 2025 Accounts payable—trade (1) $ 130,614 $ 136,204 Accrued salaries, incentives and commissions (1) 213,433 254,230 Accrued liabilities 228,751 229,070 Accrued sales and other tax liabilities 36,516 32,964 Derivative liability (2) 248,597 275,810 Accrued interest on long-term debt 37,729 37,729 Amounts payable in respect of restructuring and other special charges 24,964 53,771 Asset retirement obligations 8,904 6,805 Total $ 929,508 $ 1,026,583 ______________________ (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 December 31, 2025 As of June 30, 2025 Amounts payable in respect of restructuring and other special charges $ 9,566 $ 8,591 Other accrued liabilities 11,193 10,801 Asset retirement obligations 20,455 22,920 Total $ 41,214 $ 42,312 Asset retirement obligations We are required to return certain of our leased facilities to their original state at the conclusion of our lease. As of 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). 19 Table of Contents NOTE 9— LONG-TERM DEBT As of December 31, 2025 As of June 30, 2025 Total debt Senior Notes 2031 $ 650,000 $ 650,000 Senior Notes 2030 900,000 900,000 Senior Notes 2029 850,000 850,000 Senior Notes 2028 900,000 900,000 Senior Secured Notes 2027 1,000,000 1,000,000 Acquisition Term Loan 2,167,450 2,185,375 Total principal payments due 6,467,450 6,485,375 Unamortized debt discount and issuance costs ( 95,842 ) ( 107,454 ) Total amount outstanding 6,371,608 6,377,921 Less: Current portion of long-term debt Acquisition Term Loan 35,850 35,850 Total current portion of long-term debt 35,850 35,850 Non-current portion of long-term debt $ 6,335,758 $ 6,342,071 Senior Unsecured Fixed Rate Notes Senior Notes 2031 On November 24, 2021, a subsidiary of the Company issued $ 650 million in aggregate principal amount of 4.125 % senior notes due 2031 guaranteed by the Company (Senior Notes 2031) in an unregistered offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (Securities Act), and to certain non-U.S. persons in offshore transactions pursuant to Regulation S under the Securities Act. Senior Notes 2031 bear interest at a rate of 4.125 % per annum, payable semi-annually in arrears on June 1 and December 1, commencing on June 1, 2022. Senior Notes 2031 will mature on December 1, 2031, unless earlier redeemed, in accordance with their terms, or repurchased. 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 On February 18, 2020, a subsidiary of the Company issued $ 900 million in aggregate principal amount of 4.125 % senior notes due 2030 guaranteed by the Company (Senior Notes 2030) in an unregistered offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain non-U.S. persons in offshore transactions pursuant to Regulation S under the Securities Act. Senior Notes 2030 bear interest at a rate of 4.125 % per annum, payable semi-annually in arrears on February 15 and August 15, commencing on August 15, 2020. Senior Notes 2030 will mature on February 15, 2030, unless earlier redeemed, in accordance with their terms, or repurchased. 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 On November 24, 2021, the Company issued $ 850 million in aggregate principal amount of 3.875 % senior notes due 2029 (Senior Notes 2029) in an unregistered offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain non-U.S. persons in offshore transactions pursuant to Regulation S under the Securities Act. Senior Notes 2029 bear interest at a rate of 3.875 % per annum, payable semi-annually in arrears on June 1 and December 1, commencing on June 20 Table of Contents 1, 2022. Senior Notes 2029 will mature on December 1, 2029, unless earlier redeemed, in accordance with their terms, or repurchased. 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 On February 18, 2020, the Company issued $ 900 million in aggregate principal amount of 3.875 % senior notes due 2028 (Senior Notes 2028) in an unregistered offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain non-U.S. persons in offshore transactions pursuant to Regulation S under the Securities Act. Senior Notes 2028 bear interest at a rate of 3.875 % per annum, payable semi-annually in arrears on February 15 and August 15, commencing on August 15, 2020. Senior Notes 2028 will mature on February 15, 2028, unless earlier redeemed, in accordance with their terms, or repurchased. For the 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 Senior Secured Notes 2027 On December 1, 2022, the Company issued $ 1.0 billion in aggregate principal amount of senior secured notes due 2027 (Senior Secured Notes 2027, and together with the Senior Notes 2031, Senior Notes 2030, Senior Notes 2029, and Senior Notes 2028, the Senior Notes) in connection with the financing of the acquisition of Micro Focus International Limited, formerly Micro Focus International plc, and its subsidiaries (Micro Focus) (the Micro Focus Acquisition) in an unregistered offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain non-U.S. persons in offshore transactions pursuant to Regulation S under the Securities Act. Senior Secured Notes 2027 bear interest at a rate of 6.90 % per annum, payable semi-annually in arrears on June 1 and December 1, commencing on June 1, 2023. Senior Secured Notes 2027 will mature on December 1, 2027, unless earlier redeemed, in accordance with their terms, or repurchased. The Senior Secured Notes 2027 are guaranteed on a senior secured basis by certain of the Company’s subsidiaries and are secured with the same priority as the Company’s senior credit facilities. The Senior Secured Notes 2027 and the related guarantees are effectively senior to all of the Company’s and the guarantors’ senior unsecured debt to the extent of the value of the Collateral (as defined in the indenture to the Senior Secured Notes 2027) and are structurally subordinated to all existing and future liabilities of each of the Company’s existing and future subsidiaries that do not guarantee the Senior Secured Notes 2027. As of 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 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). Revolver On December 19, 2023, we amended our committed revolving credit facility (the Revolver) to, among other things, extend the maturity to December 19, 2028. Borrowings under the Revolver are secured by a first charge over substantially all of our assets, on a pari passu basis with the Acquisition Term Loan (as defined below) and Senior Secured Notes 2027. The Revolver has no fixed repayment date prior to the end of the term. Borrowings under the Revolver bear interest per annum at a floating rate of interest equal to Term SOFR (as defined in the Revolver) and a fixed margin dependent on our consolidated net leverage ratio ranging from 1.25 % to 1.75 %. Under the Revolver, we must maintain a “consolidated net leverage” ratio of no more than 4.50 :1.00 at the end of each financial quarter. Consolidated net leverage ratio is defined for this purpose as the proportion of our total debt reduced by unrestricted cash, including guarantees and letters of credit, over our trailing twelve months net income before interest, taxes, depreciation, amortization, restructuring, share-based compensation and other miscellaneous charges. As of December 31, 2025, our consolidated net leverage ratio, as calculated in accordance with the Revolver, was 3.35 :1.00. 21 Table of Contents The Revolver requires us to pay a facility fee on unused commitments based on the consolidated net leverage ratio. 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 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). On November 27, 2024, we entered into the fourth amendment to the Acquisition Term Loan to reduce the applicable interest rate margin by 0.5 % over the remaining term of the Acquisition Term Loan. The reductions in interest rate margin on the Acquisition Term Loan resulting from the amendments were all accounted for by the Company as debt modifications. The Acquisition Term Loan has a seven-year term from the date of funding, and repayments under the Acquisition Term Loan are equal to 0.25 % of the principal amount in equal quarterly installments for the life of the Acquisition Term Loan, with the remainder due at maturity. Borrowings under the Acquisition Term Loan currently bear a floating rate of interest equal to Term SOFR (as defined in the Acquisition Term Loan) plus an applicable margin of 1.75 %. As of 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. The Acquisition Term Loan has incremental facility capacity of (i) $ 250 million plus (ii) additional amounts, subject to meeting a “consolidated senior secured net leverage” ratio not exceeding 2.75 :1.00, in each case subject to certain conditions. Consolidated senior secured net leverage ratio is defined for this purpose as the proportion of the Company’s total debt reduced by unrestricted cash, including guarantees and letters of credit, that is secured by the Company’s or any of the Company’s subsidiaries’ assets, over the Company’s trailing four financial quarter net income before interest, taxes, depreciation, amortization, restructuring, share-based compensation and other miscellaneous charges. Under the Acquisition Term Loan, we must maintain a “consolidated net leverage” ratio of no more than 4.50 :1.00 at the end of each financial quarter. Consolidated net leverage ratio is defined for this purpose as the proportion of the Company’s total debt reduced by unrestricted cash, including guarantees and letters of credit, over the Company’s trailing four financial quarter net income before interest, taxes, depreciation, amortization, restructuring, share-based compensation and other miscellaneous charges as defined in the Acquisition Term Loan. As of 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 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 Debt discount and issuance costs relate primarily to costs incurred for the purpose of obtaining or amending our credit facilities and issuing our Senior Notes and are being amortized through interest expense over the respective terms of the Senior Notes and Acquisition Term Loan using the effective interest method and straight-line method for the Revolver. 22 Table of Contents NOTE 10— PENSION PLANS AND OTHER POST-RETIREMENT BENEFITS Defined Benefit and Other Post-Retirement Benefit Plans The Company has 45 pension and other post-retirement plans in multiple countries. 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 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. Final salary type pension plans provide benefits to members either in the form of a lump sum payment or a guaranteed level of pension payable for life in the case of retirement, disability and death. Benefits under our final salary type plans are generally based on the participant’s age, compensation and years of service as well as the social security ceiling and other factors. Many of these plans are closed to new members. The net periodic costs of these plans are determined using the projected unit credit method and several actuarial assumptions, the most significant of which are the discount rate and estimated service costs. Other post-retirement plans include statutory plans that offer termination, indemnity or other end of service benefits. Many of these plans were assumed through our acquisitions or are required by local regulatory and statutory requirements. All of our defined benefit and other post-retirement plans are included in the aggregate projected benefit obligation within Pension liability, net on our Condensed Consolidated Balance Sheets. The following are details of net pension expense relating to the defined benefit pension plans: Three Months Ended December 31, Six Months Ended December 31, 2025 2024 2025 2024 Pension expense: Service cost $ 2,887 $ 2,714 $ 5,796 $ 5,542 Interest cost 3,520 3,148 7,040 6,485 Expected return of plan assets ( 3,313 ) ( 2,842 ) ( 6,609 ) ( 5,871 ) Amortization of actuarial (gains) losses ( 7 ) 330 1 657 Net pension expense $ 3,087 $ 3,350 $ 6,228 $ 6,813 Service-related net periodic pension costs are recorded within operating expense and all other non-service related net periodic pension costs are classified under Interest and other related expense, net on our Condensed Consolidated Statements of Income. NOTE 11— EQUITY AND SHARE-BASED COMPENSATION Equity Cash Dividends 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 Our authorized share capital includes an unlimited number of Common Shares and an unlimited number of Preference Shares. No Preference Shares have been issued. Treasury Stock From time to time we may provide funds to a third-party agent to facilitate repurchases of our Common Shares in connection with the settlement of awards under the Long-Term Incentive Plans (LTIP) or other plans. During the 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). 23 Table of Contents 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 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, 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 (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. 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 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. 24 Table of Contents Share-Based Compensation Share-based compensation expense for the periods indicated below is detailed as follows: Three Months Ended December 31, Six Months Ended December 31, 2025 2024 2025 2024 Stock Options (issued under Stock Option Plans) $ 2,475 $ 3,841 $ 3,481 $ 6,577 Performance Share Units (issued under LTIP) 4,885 5,510 8,270 12,698 Restricted Share Units (issued under LTIP) 3,675 4,546 7,246 8,313 Restricted Share Units (other) 7,826 13,436 15,291 26,721 Deferred Share Units (directors) 992 1,387 1,906 2,232 Employee Stock Purchase Plan 1,379 1,641 2,719 3,378 Total share-based compensation expense $ 21,232 $ 30,361 $ 38,913 $ 59,919 A summary of unrecognized compensation cost for unvested share-based compensation awards is as follows: As of December 31, 2025 Unrecognized Compensation Cost Weighted Average Recognition Period (years) Stock Options (issued under Stock Option Plans) $ 30,200 2.37 Performance Share Units (issued under LTIP) 56,616 2.25 Restricted Share Units (issued under LTIP) 21,997 1.52 Restricted Share Units (other) 43,494 1.81 Total unrecognized share-based compensation cost $ 152,307 Stock Option Plans A summary of activity under our stock option plans for the six months ended December 31, 2025 is as follows: Options Weighted-Average Exercise Price Weighted- Average Remaining Contractual Term (years) Aggregate Intrinsic Value ($’000's) Outstanding at June 30, 2025 12,306,554 $ 36.73 3.93 $ 5,942 Granted 857,750 33.83 Exercised ( 881,705 ) 30.96 Forfeited or expired ( 4,624,040 ) 38.15 Outstanding at December 31, 2025 7,658,559 $ 36.21 4.01 $ 13,555 Exercisable at December 31, 2025 4,101,353 $ 39.65 2.67 $ 4,902 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. 107. The option-pricing models require input of subjective assumptions, including the estimated life of the option and the expected volatility of the underlying stock over the estimated life of the option. We use historical volatility as a basis for projecting the expected volatility of the underlying stock and estimate the expected life of our stock options based upon historical data. We believe that the valuation techniques and the approach utilized to develop the underlying assumptions are appropriate in calculating the fair value of our stock option grants. Estimates of fair value are not intended, however, to predict actual future events or the value ultimately realized by employees who receive equity awards. 25 Table of Contents 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 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 Weighted-average assumptions used: Expected volatility 31.61 % 28.98 % 31.38 % 28.66 % Risk–free interest rate 3.71 % 4.14 % 3.73 % 3.74 % Expected dividend yield 2.99 % 3.42 % 3.19 % 3.49 % Expected life (in years) 4.31 4.32 4.33 4.31 Forfeiture rate (based on historical rates) 7 % 7 % 7 % 7 % Average exercise share price $ 30.99 $ 29.97 $ 30.96 $ 28.75 Long-Term Incentive Plans We incentivize certain eligible employees, in part, with long-term compensation pursuant to our LTIP. The LTIP is a rolling three-year program that grants eligible employees a certain number of target Performance Share Units (PSUs) and/or Restricted Share Units (RSUs). Target PSUs become vested upon the achievement of certain financial and/or operational performance criteria (the Performance Conditions) that are determined at the time of the grant. The Performance Conditions for vesting of the outstanding PSUs are based on market conditions or performance-based revenue conditions. RSUs are employee service-based awards and vest subject to an eligible employee’s continued employment throughout the applicable vesting period. PSUs and RSUs granted under the LTIP have been measured at fair value as of the effective date, consistent with ASC Topic 718, and will be charged to share-based compensation expense over the remaining life of the plan. We estimate the fair value of PSUs with market-based conditions using the Monte Carlo pricing model and RSUs have been valued based upon their grant date fair value. Beginning in Fiscal 2023, certain PSU and RSU grants were eligible to receive dividend equivalent units that vest under the same conditions as the underlying grants. Performance Share Units (Issued Under LTIP) PSUs (issued under 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 six months ended December 31, 2025 is as follows: Units Weighted-Average Grant Date Fair Value Weighted- Average Remaining Contractual Term (years) Aggregate Intrinsic Value ($’000's) Outstanding at June 30, 2025 1,972,941 $ 49.87 1.52 $ 51,956 Granted (1) 979,851 49.66 Vested (1) ( 325,768 ) 51.19 Forfeited or expired ( 773,706 ) 47.19 Outstanding at December 31, 2025 1,853,318 $ 50.65 2.20 $ 60,381 ______________________ (1) PSUs are earned based on market or performance conditions and the actual number of PSUs earned, if any, is dependent upon performance and may range from 0 to 200 percent. 26 Table of Contents 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: Six Months Ended December 31, 2025 2024 Weighted–average fair value of performance share units granted $ 50.18 $ 47.96 Weighted-average assumptions used: Expected volatility 32.40 % 30.26 % Risk–free interest rate 3.66 % 3.67 % Expected dividend yield — % — % Expected life (in years) 3.09 3.11 Restricted Share Units (Issued Under LTIP) Beginning in Fiscal 2025, grants of RSUs (issued under the LTIP) vest on a straight-line basis over three years from the respective date of grants. Grants of RSUs (issued under the LTIP) prior to Fiscal 2025 vest after three years from the respective date of grants. A summary of activity under our RSUs issued under the LTIP for the six months ended December 31, 2025 is as follows: Units Weighted-Average Grant Date Fair Value Weighted- Average Remaining Contractual Term (years) Aggregate Intrinsic Value ($’000's) Outstanding at June 30, 2025 1,272,015 $ 33.11 1.70 $ 37,143 Granted 793,715 30.12 Vested ( 499,783 ) 34.42 Forfeited or expired ( 241,690 ) 30.22 Outstanding at December 31, 2025 1,324,257 $ 31.35 2.26 $ 43,144 Restricted Share Units (Other) In addition to the grants made in connection with the LTIP discussed above, from time to time, we may grant RSUs to certain employees in accordance with employment and other non-LTIP related agreements. RSUs (other) vest over a specified contract date, typically two to four years from the respective date of grants. 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- Average Remaining Contractual Term (years) Aggregate Intrinsic Value ($’000's) Outstanding at June 30, 2025 2,639,883 $ 33.11 2.00 $ 77,084 Granted 768,888 35.98 Vested ( 1,237,728 ) 33.82 Forfeited or expired ( 63,812 ) 33.94 Outstanding at December 31, 2025 2,107,231 $ 33.71 2.36 $ 68,654 Deferred Share Units (DSUs) The DSUs are granted to certain non-employee directors. DSUs are issued under our Deferred Share Unit Plan. DSUs granted as compensation for director fees vest immediately, whereas all other DSUs granted vest at our next annual general meeting following the granting of the DSUs. No DSUs are payable by us until the director ceases to be a member of the Board. 27 Table of Contents A summary of activity under our DSUs issued for the six months ended December 31, 2025 is as follows: Units Weighted-Average Price Weighted- Average Remaining Contractual Term (years) Aggregate Intrinsic Value ($’000's) Outstanding at June 30, 2025 (1) 903,970 $ 31.04 0.34 $ 26,415 Granted 90,564 33.60 Outstanding at December 31, 2025 (2) 994,534 $ 31.27 0.93 $ 33,273 ______________________ (1) Includes 62,177 unvested DSUs. (2) Includes 66,419 unvested DSUs. NOTE 12— GUARANTEES AND CONTINGENCIES We have entered into the following contractual obligations with minimum payments for the indicated fiscal periods as follows: Payments due between Total 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) $ 7,645,094 $ 179,914 $ 2,582,388 $ 4,192,573 $ 690,219 Purchase obligations for contracts not accounted for as lease obligations (2) 231,465 129,386 102,079 — — Total $ 7,876,559 $ 309,300 $ 2,684,467 $ 4,192,573 $ 690,219 ______________________ (1) Includes interest up to maturity and principal payments. See Note 9 “Long-Term Debt” for more details. (2) For more details on contractual obligations relating to leases and purchase obligations accounted for under ASC Topic 842, see Note 4 “Leases.” Guarantees and Indemnifications We have entered into customer agreements which may include provisions to indemnify our customers against third-party claims that our software products or services infringe certain third-party intellectual property rights and for liabilities related to a breach of our confidentiality obligations. We have not made any material payments in relation to such indemnification provisions and have not accrued any liabilities related to these indemnification provisions in our Condensed Consolidated Financial Statements. Occasionally, we enter into financial guarantees with third parties in the ordinary course of our business, including, among others, guarantees relating to taxes and letters of credit on behalf of parties with whom we conduct business. Such agreements have not had a material effect on our results of operations, financial position or cash flows. Litigation We are currently involved in various claims and legal proceedings. Quarterly, we review the status of each significant legal matter and evaluate such matters to determine how they should be treated for accounting and disclosure purposes in accordance with the requirements of ASC Topic 450-20 “Loss Contingencies” (Topic 450-20). Specifically, this evaluation process includes the centralized tracking and itemization of the status of all our disputes and litigation items, discussing the nature of any litigation and claim, including any dispute or claim that is reasonably likely to result in litigation, with relevant internal and external counsel, and assessing the progress of each matter in light of its merits and our experience with similar proceedings under similar circumstances. If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, we accrue a liability for the estimated loss in accordance with Topic 450-20. As of the date of this Quarterly Report on Form 10-Q, the aggregate of such accrued liabilities was not material to our consolidated financial position or results of operations and we do not believe as of the date of this filing that it is reasonably possible that a loss exceeding the amounts already recognized will be incurred that would be material to our consolidated financial position or results of operations. As described more fully below, we are unable at this time to estimate a possible loss or range of losses in respect of certain disclosed matters. 28 Table of Contents Contingencies CRA Matter As part of its ongoing audit of our Canadian tax returns, the Canada Revenue Agency (CRA) has disputed our transfer pricing methodology used for certain intercompany transactions with our international subsidiaries and has issued notices of reassessment for Fiscal 2012, Fiscal 2013, Fiscal 2014, Fiscal 2015 and Fiscal 2016. Assuming the utilization of available tax attributes (further described below), we estimate our potential aggregate liability, as of 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. Audits by the CRA of our tax returns for fiscal years prior to Fiscal 2012 have been completed with no reassessment of our income tax liability. We strongly disagree with the CRA’s positions and believe the reassessments of Fiscal 2012, Fiscal 2013, Fiscal 2014, Fiscal 2015 and Fiscal 2016 (including any penalties) are without merit, and we are continuing to contest these reassessments. On June 30, 2022, we filed a notice of appeal with the Tax Court of Canada seeking to reverse all such reassessments (including penalties) in full and the customary court process is ongoing. Even if we are unsuccessful in challenging the CRA’s reassessments to increase our taxable income for Fiscal 2012, Fiscal 2013, Fiscal 2014, Fiscal 2015 and Fiscal 2016, we have elective deductions available for those years (including carry-backs from later years) that would offset such increased amounts so that no additional cash tax would be payable, exclusive of any assessed penalties and interest, as described above. The CRA has audited Fiscal 2017, Fiscal 2018, Fiscal 2019 and Fiscal 2020 on a basis that we strongly disagree with and are contesting. The focus of the CRA audit has been the valuation of certain intellectual property and goodwill when one of our subsidiaries continued into Canada from Luxembourg in July 2016. In accordance with applicable rules, these assets were recognized for tax purposes at fair market value as of that time, which value was supported by an expert valuation prepared by an independent leading accounting and advisory firm. CRA’s position for Fiscal 2017 through Fiscal 2020 relies in significant part on the application of its positions regarding our transfer pricing methodology that are the basis for its reassessment of our fiscal years 2012 to 2016 described above, and that we believe are without merit. Other aspects of CRA’s position for Fiscal 2017 through Fiscal 2020 conflict with the expert valuation prepared by the independent leading accounting and advisory firm that was used to support our original filing position. The CRA issued notices of reassessment in respect of Fiscal 2017 through Fiscal 2020 on a basis consistent with its proposal to reduce the available depreciable basis of assets in Canada. We have filed notices of objection to the reassessments for each of these years. If we are ultimately unsuccessful in defending our position, the estimated impact of the proposed adjustment could result in us recording an income tax expense, with no immediate cash payment, to reduce the stated value of our deferred tax assets of up to approximately $ 470 million. Any such income tax expense could also have a corresponding cash tax impact that would primarily occur over a period of several future years based upon annual income realization in Canada. We strongly disagree with the CRA’s position for Fiscal 2017 through Fiscal 2020 and intend to vigorously defend our original filing position. We are not required to provisionally pay any cash amounts to the CRA as a result of the reassessment in respect of Fiscal 2017 through Fiscal 2019 due to utilization of available tax attributes; however, for Fiscal 2020 and, to the extent the CRA reassesses subsequent fiscal years on a similar basis, we may make certain minimum payments required under Canadian legislation. We will continue to vigorously contest the adjustments to our taxable income and any penalty and interest assessments, as well as any reduction to the basis of our depreciable property. We are confident that our original tax filing positions were appropriate. Accordingly, as of the date of this Quarterly Report on Form 10-Q, we have not recorded any accruals in respect of these reassessments or proposed reassessment in our Condensed Consolidated Financial Statements. NOTE 13— INCOME 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 %. 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, research and development credits and a change in valuation allowance. 29 Table of Contents On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted in the U.S., introducing amendments to U.S. tax laws with various effective dates. Key income tax-related provisions of the OBBBA include provisions related to bonus depreciation, research and development expenditures, interest expense deductibility and revisions to international tax regimes. The changes had an immaterial impact to the Company’s 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. NOTE 14— FAIR VALUE MEASUREMENT ASC Topic 820 “Fair Value Measurement” (Topic 820) defines fair value, establishes a framework for measuring fair value, and addresses disclosure requirements for fair value measurements. Fair value is the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value, in this context, should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk, including our own credit risk. In addition to defining fair value and addressing disclosure requirements, Topic 820 establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels which are determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are: • Level 1—inputs are based upon unadjusted quoted prices for identical instruments traded in active markets. • Level 2—inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3—inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models and similar techniques. Financial Assets and Liabilities Measured at Fair Value Our cash and cash equivalents, along with our accounts receivable and accounts payable and accrued liabilities balances, are measured and recognized in our Condensed Consolidated Financial Statements at an amount that approximates the fair value (a Level 2 measurement) due to their short maturities. The carrying value of our other long-term debt facilities approximates the fair value since the interest rate is at market. See Note 9 “Long-Term Debt” for further details. 30 Table of Contents The following table summarizes the fair value of the Company’s financial instruments as of December 31, 2025 and June 30, 2025: Fair Value Fair Value Hierarchy December 31, 2025 June 30, 2025 Assets: Available-for-sale financial assets (Note 7) Level 2 $ 18,353 $ 17,721 Available-for-sale financial assets (Note 7) Level 3 28,422 27,353 Derivative asset (Note 15) Level 2 779 2,984 Liabilities: Derivative liability (Note 15) Level 2 $ ( 248,597 ) $ ( 275,810 ) Senior Notes (Note 9) (1) Level 2 ( 4,200,445 ) ( 4,158,921 ) ______________________ (1) Senior Notes are presented within the Condensed Consolidated Balance Sheets at amortized cost. See Note 9 “Long-Term Debt” for further details. Changes in Level 3 Fair Value Measurements The following table provides a reconciliation of changes in the fair value of our Level 3 available-for-sale financial assets between June 30, 2025 and December 31, 2025. Available-for-sale financial assets Balance as of June 30, 2025 $ 27,353 Gain recognized in income 1,069 Balance as of December 31, 2025 $ 28,422 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. Our discounted cash flow techniques use observable market inputs, such as, where applicable, foreign currency spot and forward rates. Our available-for-sale financial assets are classified as either Level 2 or Level 3. Our Level 2 available-for-sale financial assets are comprised primarily of various debt and equity funds, which are valued utilizing market quotes provided by our third-party custodian. Our Level 3 available-for-sale financial assets are comprised of insurance contracts which are valued by an external insurance expert by applying a discount rate to the future cash flows and taking into account the fixed interest rate, mortality rates and term of the insurance contracts. See Note 7 “Prepaid Expenses and Other Assets” for further details. If applicable, we will recognize transfers between levels within the fair value hierarchy at the end of the reporting period in which the actual event or change in circumstance occurs. During the 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 We measure certain assets and liabilities at fair value on a nonrecurring basis. These assets and liabilities are recognized at fair value when they are deemed to be other-than-temporarily impaired. During the 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. 31 Table of Contents NOTE 15— DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES Cross Currency Swaps In connection with the Micro Focus Acquisition, in August 2022, we entered into EUR/USD cross currency swaps, which are comprised of 5-year EUR/USD cross currency swaps with a notional amount of € 690 million and 7-year EUR/USD cross currency swaps with a notional amount of € 690 million. In January 2025, we terminated certain of our outstanding 5-year EUR/USD cross currency swaps with an aggregate notional amount of € 138 million and made a termination payment of approximately $ 10.4 million. The 5-year EUR/USD cross currency swaps are non-designated and are measured at fair value with changes to fair value being recognized in the Condensed Consolidated Statements of Income within Other income (expense), net. Net Investment Hedge In connection with the closing of the Micro Focus Acquisition, we designated the € 690 million of 7-year EUR/USD cross currency swaps as net investment hedges in accordance with “Derivatives and Hedging” (Topic 815). The Company utilizes the designated cross currency swaps to protect our EUR-denominated operations against exchange rate fluctuations. The Company assesses the hedge effectiveness of its net investment hedges on a quarterly basis utilizing a method based on the changes in spot price. As such, for derivative instruments designated as net investment hedges, changes in fair value of the designated hedging instruments attributable to fluctuations in the foreign currency spot exchange rates are initially recorded as a component of currency translation adjustments included within Condensed Consolidated Statements of Comprehensive Income until the hedged foreign operations are either sold or substantially liquidated. In accordance with Topic 815 certain components of the designated cross currency swaps relating to counterparty credit risk and forward exchange rates were excluded from the above effectiveness assessment. The fair value of these excluded components will be amortized over the life of the hedging instruments within Interest and other related expense, net within the Condensed Consolidated Statements of Income. Additionally, we will record the cash flows related to the periodic interest settlements on the 7-year EUR/USD cross currency swaps within the investing activities section of the Condensed Consolidated Statements of Cash Flows. Any gains or losses recognized upon settlement of the cross currency swaps will be recorded within the investing activities section of the Condensed Consolidated Statements of Cash Flows. Cash Flow Hedge We are engaged in hedging programs with various banks to limit the potential foreign exchange fluctuations incurred on future cash flows relating to a portion of our Canadian dollar payroll expenses. We operate internationally and are therefore exposed to foreign currency exchange rate fluctuations in the normal course of our business, in particular to changes in the Canadian dollar on account of large costs that are incurred from our centralized Canadian operations, which are denominated in Canadian dollars. As part of our risk management strategy, we use foreign currency forward contracts to hedge portions of our payroll exposure with typical maturities of between one and twelve months . We do not use foreign currency forward contracts for speculative purposes. We have designated these transactions as cash flow hedges of forecasted transactions under Topic 815. As the critical terms of the hedging instrument and of the entire hedged forecasted transaction are the same, in accordance with Topic 815, we have been able to conclude that changes in fair value or cash flows attributable to the risk being hedged are expected to completely offset at inception and on an ongoing basis. Accordingly, quarterly unrealized gains or losses on the effective portion of these forward contracts have been included within Other comprehensive income (loss), net within the Condensed Consolidated Statements of Comprehensive Income. 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). 32 Table of Contents Fair Value of Derivative Instruments and Effect of Derivative Instruments on Financial Performance The fair values of outstanding derivative instruments are as follows: As of December 31, 2025 As of June 30, 2025 Instrument Balance Sheet Location Asset Liability Asset Liability Derivatives designated as hedges: 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) — ( 144,841 ) 124 ( 161,304 ) Total derivatives designated as hedges 607 ( 144,841 ) 2,192 ( 161,304 ) Derivatives not designated as hedges: Cross currency swap contracts Prepaid expenses and other current assets (Accounts payable and accrued liabilities) 172 ( 103,756 ) 792 ( 114,506 ) Total derivatives not designated as hedges 172 ( 103,756 ) 792 ( 114,506 ) Total derivatives $ 779 $ ( 248,597 ) $ 2,984 $ ( 275,810 ) The effects of gains (losses) from derivative instruments on our Condensed Consolidated Statements of Income is as follows: Three Months Ended December 31, Six Months Ended December 31, Instrument Income Statement Location 2025 2024 2025 2024 Derivatives designated as hedges: Cash flow hedge Operating expenses $ ( 61 ) $ ( 1,374 ) $ 92 $ ( 1,730 ) Net investment hedge Interest and other related expense, net 113 1,119 237 1,846 Derivatives not designated as hedges: Cross currency swap contracts Other income (expense), net 2,906 45,549 10,749 20,614 Cross currency swap contracts Interest and other related expense, net 128 1,031 264 1,712 Total $ 3,086 $ 46,325 $ 11,342 $ 22,442 The effects of the cash flow and net investment hedges on our Condensed Consolidated Statements of Comprehensive Income: Condensed Consolidated Statements of Income and Condensed Consolidated Statements of Comprehensive Income Location Three Months Ended December 31, Six Months Ended December 31, 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 ) Gain (loss) recognized in OCI (loss) on net investment hedge (effective portion) Net foreign currency translation adjustment $ 5,767 $ 42,553 $ 17,210 $ 16,476 Gain (loss) reclassified from AOCI into income (effective portion) - cash flow hedge Operating expenses $ ( 61 ) $ ( 1,374 ) $ 92 $ ( 1,730 ) 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 33 Table of Contents 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 December 31, Six Months Ended December 31, 2025 2024 2025 2024 Business Optimization Plan $ 14,248 $ 12,347 $ 26,517 $ 54,850 Other historical restructuring plans 1,098 71 508 ( 1,849 ) Divestiture-related costs 3,079 49 4,020 4,209 Acquisition-related costs — ( 44 ) 12 692 Other charges 1,693 2,815 9,200 4,472 Total $ 20,118 $ 15,238 $ 40,257 $ 62,374 Business Optimization Plan During the first quarter of Fiscal 2025, we made a strategic decision to align the Company’s workforce to support its growth and innovation plans (the Business Optimization Plan). The Business Optimization Plan charges relate to facility costs and workforce reductions. During the fourth quarter of Fiscal 2025, the Board approved an expansion of the Business Optimization Plan to complete strategic initiatives, integration and simplification following the Micro Focus Acquisition, the divestiture of our Application Modernization and Connectivity (AMC) business (the AMC Divestiture) to Rocket Software Inc. (Rocket Software) and other growth and innovation plans including the deployment of AI and automation. This expansion includes costs associated with workforce reduction due to automation, centralization and simplification, and corresponding facility costs related to a reduction of our real estate footprint globally. These charges require management to make certain judgments and estimates regarding the amount and timing of restructuring charges or recoveries. Our estimated liability could change subsequent to its recognition, requiring adjustments to the expense and the liability recorded. On a quarterly basis, we conduct an evaluation of the related liabilities and expenses and revise our assumptions and estimates as appropriate. As of 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 six months ended December 31, 2025 is shown below. Business Optimization Plan Workforce reduction Facility charges Total Balance payable as of June 30, 2025 $ 48,283 $ 2,846 $ 51,129 Accruals and adjustments 15,732 5,356 21,088 Cash payments ( 45,960 ) ( 599 ) ( 46,559 ) Foreign exchange and other non-cash adjustments 820 ( 1,403 ) ( 583 ) 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 direct costs of potential and completed divestitures. Acquisition-related costs Acquisition-related costs, recorded within Special charges (recoveries), include direct costs of potential and completed acquisitions. 34 Table of Contents Other charges (recoveries) 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 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 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 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 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 December 31, 2025 Assets held for sale Accounts receivable trade, net of allowance for credit losses $ 1,653 Prepaid expenses and other current assets 21 Goodwill 92,190 Long-term deferred tax assets 17,735 Total Assets held for sale $ 111,599 Liabilities held for sale Accounts payable and accrued liabilities $ 849 Deferred revenues 11,838 Pension liability, net 105 Long-term deferred revenues 227 Total Liabilities held for sale $ 13,019 Beginning in Fiscal 2026, the Company presents deferred tax assets and liabilities associated with transactions structured as share sales within Assets held for sale or Liabilities held for sale. Divestiture of AMC Business On May 1, 2024, the Company completed the AMC Divestiture. In connection with the AMC Divestiture, the Company entered into a transition services agreement (TSA) with Rocket Software, for which transition service costs were reimbursable by Rocket Software. For the three 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. NOTE 18— SEGMENT INFORMATION ASC Topic 280, “Segment Reporting” (Topic 280), establishes standards for reporting, by public business enterprises, information about operating segments, products and services, geographic areas and major customers. The method of 35 Table of Contents 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. Our operations are analyzed by the CODM as being part of a single industry segment: the design, development, marketing and sale of Information Management software and solutions. As such, segment revenues and significant segment expenses are as presented in the Condensed Consolidated Statements of Income. The CODM uses Net income attributable to OpenText and Adjusted EBITDA (as defined below), a non-GAAP measure, on a consolidated Company basis to evaluate and measure financial performance and to make key decisions, including those that involve the preparation of financial projections, strategic decisions and allocation of resources. Adjusted EBITDA is defined and calculated as GAAP-based net income, attributable to OpenText, excluding interest income (expense), provision for (recovery of) income taxes, depreciation and amortization of acquired intangible assets, other income (expense), share-based compensation and special charges (recoveries). The following tables present Total revenue, significant segment expenses and Adjusted EBITDA for the periods presented: Three Months Ended 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 Adjusted cost of revenues (1) 296,826 304,113 599,940 610,674 Adjusted gross profit (1) 1,029,910 1,030,387 2,014,931 1,992,831 Less: Adjusted Research and development (2) 153,470 173,071 318,989 355,597 Adjusted Sales and marketing (2) 280,158 262,706 530,317 499,273 Adjusted General and administrative (2) 105,061 93,082 206,949 192,578 Add: Net (income) attributable to non-controlling interests ( 35 ) ( 44 ) ( 79 ) ( 98 ) Adjusted EBITDA 491,186 501,484 958,597 945,285 Less: Reconciling items (3) 323,095 271,622 643,890 631,055 Net income attributable to OpenText $ 168,091 $ 229,862 $ 314,707 $ 314,230 ______________________ (1) Total Adjusted cost of revenues excludes Amortization of acquired technology-based intangible assets and share-based compensation expense, which are costs that are excluded from the CODM’s evaluation of segment performance. (2) Adjusted operating expenses exclude share-based compensation expense, which are costs that are excluded from the CODM’s evaluation of segment performance. (3) The following adjustments are made to reconcile Adjusted EBITDA to Net income attributable to OpenText: Three Months Ended December 31, Six Months Ended December 31, 2025 2024 2025 2024 Provision for (recovery of) income taxes $ 47,334 $ 50,893 $ 86,533 $ 52,776 Interest and other related expense, net 79,227 83,615 160,341 167,897 Amortization of acquired technology-based intangible assets 44,204 47,203 88,408 94,447 Amortization of acquired customer-based intangible assets 78,645 81,048 158,206 162,552 Depreciation 35,267 31,879 71,188 64,050 Share-based compensation 21,232 30,361 38,913 59,919 Special charges (recoveries) 20,118 15,238 40,257 62,374 Other (income) expense, net ( 2,932 ) ( 68,615 ) 44 ( 32,960 ) Total reconciling items $ 323,095 $ 271,622 $ 643,890 $ 631,055 36 Table of Contents 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 $ ( 63,308 ) $ 1,520 $ 757 $ ( 6,036 ) $ ( 67,067 ) Other comprehensive income (loss) before reclassifications, net of tax 29,020 ( 1,007 ) 671 — 28,684 Amounts reclassified into net income, net of tax — ( 67 ) — 18 ( 49 ) 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 ) 37 Table of Contents Six 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 June 30, 2024 $ ( 59,760 ) $ ( 608 ) $ ( 374 ) $ ( 8,877 ) $ ( 69,619 ) Other comprehensive income (loss) before reclassifications, net of tax ( 4,023 ) ( 3,534 ) 684 ( 1,045 ) ( 7,918 ) Amounts reclassified into net income, net of tax — 1,272 — 486 1,758 Total other comprehensive income (loss), net for the period ( 4,023 ) ( 2,262 ) 684 ( 559 ) ( 6,160 ) 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 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 Six Months Ended December 31, 2025 2024 Cash paid during the period for interest $ 167,539 $ 183,698 Cash received during the period for interest 21,141 24,563 Cash paid during the period for income taxes 158,756 299,404 NOTE 21— OTHER INCOME (EXPENSE), NET Three Months Ended December 31, Six Months Ended December 31, 2025 2024 2025 2024 Foreign exchange gains (losses) $ ( 6,752 ) $ 25,539 $ ( 19,907 ) $ 14,160 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 ______________________ (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 (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). (3) Represents final settlement of working capital and other adjustments related to the AMC Divestiture (see Note 17 “Acquisitions and Divestitures” for more details). 38 Table of Contents NOTE 22— EARNINGS PER SHARE Basic earnings per share are computed by dividing net income attributable to OpenText by the weighted average number of Common Shares outstanding during the period. Diluted earnings per share are computed by dividing net income attributable to OpenText by the shares used in the calculation of basic earnings per share plus the dilutive effect of Common Share equivalents, such as stock options, using the treasury stock method. Common Share equivalents are excluded from the computation of diluted earnings per share if their effect is anti-dilutive. 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 Basic earnings per share attributable to OpenText $ 0.67 $ 0.87 $ 1.24 $ 1.18 Diluted earnings per share Net income attributable to OpenText $ 168,091 $ 229,862 $ 314,707 $ 314,230 Diluted earnings per share attributable to OpenText $ 0.66 $ 0.87 $ 1.24 $ 1.18 Weighted-average number of shares outstanding (in ‘000’s) Basic 251,983 265,099 252,814 266,252 Effect of dilutive securities 1,750 94 592 253 Diluted 253,733 265,193 253,406 266,505 Excluded as anti-dilutive (1) 5,142 11,338 6,647 10,982 ______________________ (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. NOTE 23— RELATED PARTY TRANSACTIONS Our procedure regarding the approval of any related party transaction requires that the material facts of such transaction be reviewed by the independent members of the Audit Committee and the transaction be approved by a majority of the independent members of the Audit Committee. The Audit Committee reviews all transactions in which we are, or will be, a participant and any related party has or will have a direct or indirect interest in the transaction. In determining whether to approve a related party transaction, the Audit Committee generally takes into account, among other facts it deems appropriate, whether the transaction is on terms no less favourable than terms generally available to an unaffiliated third-party under the same or similar circumstances; the extent and nature of the related person’s interest in the transaction; the benefits to the Company of the proposed transaction; if applicable, the effects on a director’s independence; and if applicable, the availability of other sources of comparable services or products. During the six months ended December 31, 2025, Mr. Stephen Sadler earned immaterial consulting fees from OpenText for assistance with acquisition-related business activities. Mr. Sadler did not participate in any Board deliberations relating to matters for which he could potentially receive consulting fees. Mr. Sadler ceased to be a member of the Board as of December 9, 2025. During the six months ended December 31, 2025, Mr. P. 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 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. 39 Table of Contents 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. 40 Table of Contents