What changed in this filing

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Item 1. Financial Statements

2026-05-07 compared with 2026-02-05 · 294 added, 222 removed, 1139 unchanged (31% of the section changed)

4 unchanged sentences

dollars, except share data)

December 31, 2025 June 30, 2025

March 31, 2026 June 30, 2025

ASSETS (Unaudited)

Cash and cash equivalents $ 1,254,144 $ 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

Accounts receivable trade, net of allowance for credit losses of $ 14,950 as of March 31, 2026 and $ 14,258 as of June 30, 2025

620,742 659,675

7 unchanged sentences

Total current assets 2,383,555 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

Property and equipment, net of accumulated depreciation of $ 738,215 as of March 31, 2026 and $ 835,324 as of June 30, 2025

391,182 375,252

45 unchanged sentences

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;

242,230,377 and 254,784,391 Common Shares issued and outstanding at March 31, 2026 and June 30, 2025, respectively;

authorized Common Shares:

3 unchanged sentences

Retained earnings 1,945,539 1,940,113

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

Treasury stock, at cost ( 2,584,757 and 4,648,036 shares at March 31, 2026 and June 30, 2025, respectively)

( 73,863 ) ( 138,164 )

13 unchanged sentences

Three Months Ended

December 31, Six Months Ended

March 31, Nine Months Ended

2026 2025 2026 2025

51 unchanged sentences

Three Months Ended

December 31, Six Months Ended

March 31, Nine Months Ended

2026 2025 2026 2025

24 unchanged sentences

______________________

(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 .

(1) Net of tax expense (recovery) of $( 432 ) and $( 17 ) for the three months ended March 31, 2026 and 2025, respectively;

$( 795 ) and $( 1,291 ) for the nine months ended March 31, 2026 and 2025, respectively.

(2) Net of tax expense (recovery) of $( 92 ) and $ 494 for the three months ended March 31, 2026 and 2025, respectively;

$( 117 ) and $ 952 for the nine months ended March 31, 2026 and 2025, respectively.

(3) Net of tax expense (recovery) of $( 129 ) and $ 91 for the three months ended March 31, 2026 and 2025, respectively;

$ 180 and $ 316 for the nine months ended March 31, 2026 and 2025, respectively.

(4) Net of tax expense (recovery) of $( 2,432 ) and $ — for the three months ended March 31, 2026 and 2025, respectively;

$( 2,432 ) and $( 43 ) for the nine months ended March 31, 2026 and 2025, respectively.

(5) Net of tax expense (recovery) of $( 20 ) and $ 83 for the three months ended March 31, 2026 and 2025, respectively;

$( 37 ) and $ 267 for the nine months ended March 31, 2026 and 2025, respectively .

See accompanying Notes to Condensed Consolidated Financial Statements.

3 unchanged sentences

dollars and shares)

Three Months Ended December 31, 2025

Three Months Ended March 31, 2026

Common Shares and Additional Paid in Capital Treasury Stock Retained

3 unchanged sentences

Shares Amount Shares Amount

Balance as of September 30, 2025

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

3 unchanged sentences

Share-based compensation — 20,008 — — — — — 20,008

Purchase of treasury stock — — ( 87 ) ( 2,849 ) — — — ( 2,849 )

Issuance of treasury stock — ( 2,849 ) 86 2,849 — — — —

5 unchanged sentences

Net income for the period — — — — 172,652 — 101 172,753

Balance as of December 31, 2025

Balance as of March 31, 2026

242,230 $ 2,137,801 ( 2,585 ) $ ( 73,863 ) $ 1,945,539 $ ( 47,251 ) $ 1,901 $ 3,964,127

Three Months Ended December 31, 2024

Three Months Ended March 31, 2025

Common Shares and Additional Paid in Capital Treasury Stock Retained

3 unchanged sentences

Shares Amount Shares Amount

Balance as of September 30, 2024

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

11 unchanged sentences

Net income for the period — — — — 92,805 — 49 92,854

Balance as of December 31, 2024

Balance as of March 31, 2025

259,650 $ 2,200,012 ( 2,513 ) $ ( 77,674 ) $ 2,082,247 $ ( 75,847 ) $ 1,670 $ 4,130,408

3 unchanged sentences

dollars and shares)

Six Months Ended December 31, 2025

Nine Months Ended March 31, 2026

Common Shares and Additional Paid in Capital Treasury Stock Retained

9 unchanged sentences

Share-based compensation — 58,808 — — — — — 58,808

Purchase of treasury stock — — ( 87 ) ( 2,849 ) — — — ( 2,849 )

Issuance of treasury stock — ( 61,626 ) 2,150 67,150 — — — 5,524

5 unchanged sentences

Net income for the period — — — — 487,359 — 180 487,539

Balance as of December 31, 2025

Balance as of March 31, 2026

242,230 $ 2,137,801 ( 2,585 ) $ ( 73,863 ) $ 1,945,539 $ ( 47,251 ) $ 1,901 $ 3,964,127

Six Months Ended December 31, 2024

Nine Months Ended March 31, 2025

Common Shares and Additional Paid in Capital Treasury Stock Retained

17 unchanged sentences

Net income for the period — — — — 407,035 — 147 407,182

Balance as of December 31, 2024

Balance as of March 31, 2025

259,650 $ 2,200,012 ( 2,513 ) $ ( 77,674 ) $ 2,082,247 $ ( 75,847 ) $ 1,670 $ 4,130,408

3 unchanged sentences

(In thousands of U.S.

Six Months Ended December 31,

Nine Months Ended March 31,

Cash flows from operating activities:

7 unchanged sentences

Write-off of right of use assets 11,173 1,431

Gain on divestiture ( 64,311 ) —

Adjustment to gain on AMC Divestiture

Loss on extinguishment of debt 5,301 —

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

17 unchanged sentences

Additions of property and equipment ( 135,469 ) ( 108,997 )

Proceeds from divestiture 162,879 —

Adjustment to proceeds from AMC Divestiture

Proceeds from interest on derivative instruments

Settlement of derivative instruments

Other investing activities 632 6,474

Net cash used in investing activities

Net cash provided by (used in) investing activities

28,047 ( 119,423 )

5 unchanged sentences

Net change in transition services agreement obligation

1,371 ( 15,277 )

Debt issuance costs — ( 1,066 )

2 unchanged sentences

Payments of dividends to shareholders ( 202,968 ) ( 205,335 )

Other financing activities ( 1,523 ) —

Net cash used in financing activities

10 unchanged sentences

Reconciliation of cash, cash equivalents and restricted cash:

December 31, 2025 December 31, 2024

March 31, 2026 March 31, 2025

Cash and cash equivalents $ 1,254,144 $ 1,277,950

7 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Three and Six Months Ended December 31, 2025

For the Three and Nine Months Ended March 31, 2026

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

1 unchanged sentence

NOTE 1— BASIS OF PRESENTATION

The accompanying Condensed Consolidated Financial Statements include the accounts of Open Text Corporation and our subsidiaries, collectively referred to as “OpenText” or the “Company.” We wholly own all of our subsidiaries with the exception of Open Text South Africa Proprietary Ltd., which as of December 31, 2025, was 70 % owned by OpenText.

All intercompany balances and transactions have been eliminated.

13 unchanged sentences

(i) revenue recognition, (ii) accounting for income taxes, (iii) testing of goodwill for impairment, (iv) the valuation of acquired intangible assets, (v) the valuation of long-lived assets, (vi) the recognition of contingencies, (vii) restructuring accruals, (viii) acquisition accruals and pre-acquisition contingencies, (ix) the valuation of stock options granted and obligations related to share-based compensation, including the valuation of our long-term incentive plans, (x) the valuation of pension obligations and pension assets, (xi) the valuation of available-for-sale investments, (xii) the valuation of derivative instruments and (xiii) the accounting for disposals of assets and liabilities.

Purchase of Long-lived Asset

During the third quarter of Fiscal 2026, the Company purchased an office building for $ 13.0 million.

In connection with the purchase, the Company assumed a lease for the land on which the building is located.

The lease has an original term of 49 years that began in December 2004, with an option to renew for an additional 49-year term.

The office building is classified as Property and equipment, net, while the related land lease is recognized as a right of use asset in our Condensed Consolidated Balance Sheets as of March 31, 2026.

As part of the purchase, the Company assumed certain lease agreements with third-party tenants, for which the Company is a lessor.

See Note 4 “Leases” for more details.

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.

During the second quarter of Fiscal 2026, the Company commenced a plan to sell an office building with a carrying value of $ 4.0 million as of March 31, 2026.

Accordingly, the office building was reclassified from Property and equipment to Assets held for sale in our Condensed Consolidated Balance Sheets as of March 31, 2026.

See Note 17 “Acquisitions and Divestitures” for more details on assets and liabilities classified as held for sale in our Condensed Consolidated Balance Sheets in connection with the proposed divestiture of our Vertica business.

NOTE 2— ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS

32 unchanged sentences

The following tables disaggregate our revenue by significant geographic area, based on the location of our direct end customer, by type of performance obligation and timing of revenue recognition for the periods indicated:

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

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

2026 2025 2026 2025

9 unchanged sentences

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

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

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

2026 2025 2026 2025

12 unchanged sentences

(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,

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

2026 2025 2026 2025

8 unchanged sentences

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

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

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

2026 2025 2026 2025

28 unchanged sentences

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

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

As of March 31, 2026 As of June 30, 2025

Short-term contract assets (1)

7 unchanged sentences

______________________

(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.

(1) Excludes $ 5.8 million of short-term contract assets and $ 3.8 million of long-term contract assets that have been reclassified to Assets held for sale as of March 31, 2026 related to the proposed divestiture of the Vertica business.

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

(2) Excludes $ 18.8 million of short-term deferred revenues and $ 4.7 million of long-term deferred revenues that have been reclassified to Liabilities held for sale as of March 31, 2026, related to the proposed divestiture of the Vertica business.

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

The difference in the opening and closing balances of our contract assets and deferred revenues primarily results from the timing difference between our performance and customer payments.

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

During the 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.

During the nine months ended March 31, 2026, we reclassified $ 96.5 million (nine months ended March 31, 2025 — $ 82.1 million) of contract assets to receivables

as a result of the right to the transaction consideration becoming unconditional.

During the three and nine months ended March 31, 2026 and 2025, respectively, there was no significant impairment loss recognized related to contract assets.

We recognize deferred revenue when we have received consideration or an amount of consideration is due from the customer for future obligations to transfer products or services.

Our deferred revenues primarily relate to cloud services and customer support agreements which have been paid for by customers prior to the performance of those services.

The amount of revenue that was recognized during the 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).

The amount of revenue that was recognized during the nine months ended March 31, 2026 that was included in the deferred revenue balances at June 30, 2025 was $ 1,384 million (nine months ended March 31, 2025—$ 1,390 million).

Incremental Costs of Obtaining a Contract with a Customer

5 unchanged sentences

Impact of foreign exchange rate changes 57

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

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

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

Reclassification to Assets held for sale (1)

Capitalized costs to obtain a contract as of March 31, 2026

______________________

(1) Adjustment to reclassify capitalized costs to obtain a contract to Assets held for sale related to the proposed divestiture of the Vertica business.

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

During the three and nine months ended March 31, 2026 and 2025, respectively, there was no significant impairment loss recognized related to capitalized costs to obtain a contract.

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

Remaining Performance Obligations

1 unchanged sentence

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

The following table provides RPO information as of March 31, 2026:

% recognized as revenue over the following

($ in billions) As of

March 31, 2026 Within 1 year

Total RPO (1)

% recognized as revenue over the following 12 months

$ 4.5 59 % 20 %

Cloud services and subscriptions RPO

% recognized as revenue over the following 12 months

$ 2.6 49 % 23 %

Customer support and other RPO (2)

% recognized as revenue over the following 12 months

$ 1.9 75 % 16 %

______________________

(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.

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

As of March 31, 2026, the total RPO above includes $ 42.6 million of revenue from remaining performance obligations on existing contracts related to Vertica, of which $ 41.0 million relates to Customer support.

Approximately 64 % of the total RPO related to Vertica is expected to be recognized within 1 year.

NOTE 4— LEASES

4 unchanged sentences

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

In connection with the purchase of an office building in the third quarter of Fiscal 2026, the Company assumed existing operating lease agreements as a lessor with third-party tenants.

Rental income from these operating leases is recognized on a straight-line basis over the remaining non-cancelable lease terms.

The remaining duration of these leases ranges between 2 and 3 years, with options to extend for an additional 23 to 72 years after the initial term.

During the three and nine months ended March 31, 2026, lease income was immaterial.

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

Balance Sheet Location As of March 31, 2026 As of June 30, 2025

Operating Leases

15 unchanged sentences

Total finance lease liabilities $ 908 $ 2,334

______________________

(1) Excludes $ 0.1 million of operating lease right of use assets that have been reclassified to Assets held for sale as of March 31, 2026, related to the proposed divestiture of Vertica.

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

(2) Excludes operating lease liabilities that have been reclassified to Liabilities held for sale as of March 31, 2026, related to the proposed divestiture of Vertica.

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

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

As of March 31, 2026 As of June 30, 2025

Weighted-average remaining lease term

6 unchanged sentences

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

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

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

2026 2025 2026 2025

7 unchanged sentences

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,

Nine Months Ended March 31,

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

5 unchanged sentences

______________________

(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.

(1) During the nine months ended March 31, 2026, 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:

The following table presents the future minimum lease payments under our lease liabilities as of March 31, 2026:

Fiscal years ending June 30, Operating Leases Finance Leases

2026 (six months ended)

2026 (three months ending)

$ 19,948 $ 460

9 unchanged sentences

Balance as of June 30, 2025

Divestiture of eDOCS business (Note 17)

Reclassification to Assets held for sale (1)

Impact of foreign exchange rate changes 7,249

Balance as of December 31, 2025

Balance as of March 31, 2026

______________________

(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.

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

See Note 17 “Acquisitions and Divestitures.”

NOTE 6— ACQUIRED INTANGIBLE ASSETS

As of December 31, 2025

As of March 31, 2026

Accumulated Amortization (1)

9 unchanged sentences

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

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

______________________

(1) Excludes technology intangible net assets with cost of $ 31.3 million, accumulated amortization of $ 15.9 million and net book value of $ 15.4 million, and customer intangible net assets with cost of $ 36.4 million, accumulated amortization of $ 13.5 million, and net book value of $ 22.9 million, that have been reclassified to Assets held for sale as of March 31, 2026, in connection with the proposed divestiture of the Vertica business.

See Note 17 “Acquisitions and Divestitures.”

Where applicable, the above balances as of March 31, 2026 have been reduced to reflect the impact of intangible assets where the gross cost became fully amortized during the nine months ended March 31, 2026.

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

3 unchanged sentences

Fiscal years ending June 30,

2026 (six months ended)

2026 (three months ending)

2031 and Thereafter

2 unchanged sentences

Prepaid expenses and other current assets:

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

As of March 31, 2026 As of June 30, 2025

Deposits and restricted cash $ 4,942 $ 2,456

6 unchanged sentences

______________________

(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.

(1) Excludes capitalized costs to obtain a contract of $ 0.5 million that have been reclassified to Assets held for sale as of March 31, 2026, related to the proposed divestiture of the Vertica business.

See Note 17 “Acquisitions and Divestitures.”

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

1 unchanged sentence

Other assets:

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

As of March 31, 2026 As of June 30, 2025

Deposits and restricted cash

7 unchanged sentences

Total $ 307,720 $ 307,693

______________________

(1) Excludes capitalized costs to obtain a contract of $ 0.7 million that have been reclassified to Assets held for sale as of March 31, 2026, related to the proposed divestiture of the Vertica business.

See Note 17 “Acquisitions and Divestitures.”

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.

4 unchanged sentences

Our share of net income or losses based on our interest in these investments, which approximates fair value and is subject to volatility based on market trends and business conditions, is recorded as a component of Other income (expense), net in our Condensed Consolidated Statements of Income (see Note 21 “Other Income (Expense), Net”).

During the three 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).

During the three and nine months ended March 31, 2026, our share of income (loss) from these investments was nil and $ 7.6 million, respectively (three and nine months ended March 31, 2025—$ 1.6 million and $ 3.6 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.

4 unchanged sentences

Accounts payable and accrued liabilities:

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

As of March 31, 2026 As of June 30, 2025

Accounts payable—trade (1)

11 unchanged sentences

______________________

(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.

(1) Excludes $ 0.3 million of accounts payable and accrued liabilities that have been reclassified to Liabilities held for sale as of March 31, 2026, related to the proposed divestiture of the Vertica business.

See Note 17 “Acquisitions and Divestitures.”

(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

As of March 31, 2026 As of June 30, 2025

Amounts payable in respect of restructuring and other special charges $ 8,335 $ 8,591

4 unchanged sentences

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

As of 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).

As of March 31, 2026, the present value of this obligation was $ 28.0 million (June 30, 2025—$ 29.7 million), with an undiscounted value of $ 29.9 million (June 30, 2025—$ 32.2 million).

NOTE 9— LONG-TERM DEBT

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

As of March 31, 2026 As of June 30, 2025

Senior Notes 2031 $ 650,000 $ 650,000

12 unchanged sentences

Non-current portion of long-term debt $ 6,174,658 $ 6,342,071

______________________

(1) During the three and nine months ended March 31, 2026, we recognized a loss on debt extinguishment of $ 5.3 million related to the acceleration and recognition of unamortized debt discount and issuance costs resulting from the prepayment of $ 163.0 million of the Acquisition Term Loan (as defined below) in January 2026.

Senior Unsecured Fixed Rate Notes

4 unchanged sentences

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).

For the three and nine months ended March 31, 2026, we recorded interest expense of $ 6.7 million and $ 20.1 million, respectively, relating to Senior Notes 2031 (three and nine months ended March 31, 2025—$ 6.7 million and $ 20.1 million, respectively).

Senior Notes 2030

3 unchanged sentences

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).

For the three and nine months ended March 31, 2026, we recorded interest expense of $ 9.3 million and $ 27.9 million, respectively, relating to Senior Notes 2030 (three and nine months ended March 31, 2025—$ 9.3 million and $ 27.9 million, respectively).

Senior Notes 2029

3 unchanged sentences

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

For the three and 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).

For the three and nine months ended March 31, 2026, we recorded interest expense of $ 8.2 million and $ 24.6 million, respectively, relating to Senior Notes 2029 (three and nine months ended March 31, 2025—$ 8.2 million and $ 24.6 million, respectively).

Senior Notes 2028

3 unchanged sentences

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

For the three and 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).

For the three and nine months ended March 31, 2026, we recorded interest expense of $ 8.7 million and $ 26.1 million, respectively, relating to Senior Notes 2028 (three and nine months ended March 31, 2025—$ 8.7 million and $ 26.1 million, respectively).

Senior Secured Fixed Rate Notes

6 unchanged sentences

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 %.

As of March 31, 2026, the Senior Secured Notes 2027 bear an effective interest rate of 7.39 %.

The effective interest rate includes interest expense of $ 51.9 million and amortization of debt discount and issuance costs of $ 2.3 million.

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

For the three and nine months ended March 31, 2026, we recorded interest expense of $ 17.3 million and $ 51.9 million, respectively, relating to Senior Secured Notes 2027 (three and nine months ended March 31, 2025—$ 17.3 million and $ 51.9 million, respectively).

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

4 unchanged sentences

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.

As of March 31, 2026, our consolidated net leverage ratio, as calculated in accordance with the Revolver, was 3.02 :1.00.

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).

As of March 31, 2026, the facility fee under the Revolver was 0.30 %.

For the three and nine months ended March 31, 2026, we recorded $ 0.6 million and $ 1.7 million, respectively, of facility fees in Interest and other related expense, net, in our Condensed Consolidated Statements of Income (three and nine months ended March 31, 2025 —$ 0.6 million and $ 1.7 million, respectively).

As of March 31, 2026, we had no outstanding balance under the Revolver (June 30, 2025— nil ).

For the three and nine months ended March 31, 2026 and 2025, we did not record any interest expense relating to the Revolver.

Acquisition Term Loan

6 unchanged sentences

Borrowings under the Acquisition Term Loan currently bear a floating rate of interest equal to Term SOFR (as defined in the Acquisition Term Loan) plus an applicable margin of 1.75 %.

As of 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 %.

As of March 31, 2026, the outstanding balance on the Acquisition Term Loan bears an interest rate of 5.42 %.

As of March 31, 2026, the Acquisition Term Loan bears an effective interest rate of 6.45 %.

The effective interest rate includes interest expense of $ 93.7 million and amortization of debt discount and issuance costs of $ 11.5 million.

3 unchanged sentences

Consolidated net leverage ratio is defined for this purpose as the proportion of the Company’s total debt reduced by unrestricted cash, including guarantees and letters of credit, over the Company’s trailing four financial quarter net income before interest, taxes, depreciation, amortization, restructuring, share-based compensation and other miscellaneous charges as defined in the Acquisition Term Loan.

As of December 31, 2025, our consolidated net leverage ratio, as calculated in accordance with the applicable agreement, was 3.35 :1:00.

As of March 31, 2026, our consolidated net leverage ratio, as calculated in accordance with the applicable agreement, was 3.02 :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.

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

The prepayment resulted in the recognition of a loss on debt extinguishment of $ 5.3 million related to the acceleration and recognition of unamortized debt discount and issuance costs during the three and nine months ended March 31, 2026.

See Note 17 “Acquisitions and Divestitures” for more details on the divestiture of the eDOCS business.

For the three and nine months ended March 31, 2026, we recorded interest expense of $ 27.6 million and $ 93.7 million, respectively, relating to the Acquisition Term Loan (three and nine months ended March 31, 2025—$ 33.5 million and $ 114.6 million, respectively).

Debt Discount and Issuance Costs

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All of our pension and other post-retirement plans are located outside of Canada and the United States.

The plans are primarily located in Germany, which, as of December 31, 2025, make up approximately 48 % of the total net benefit pension obligations.

The plans are primarily located in Germany, which, as of March 31, 2026, make up approximately 44 % 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.

7 unchanged sentences

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,

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

2026 2025 2026 2025

8 unchanged sentences

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).

For the three and nine months ended March 31, 2026, pursuant to the Company’s dividend policy, we declared total non-cumulative dividends of $ 0.275 and $ 0.825 per Common Share, respectively, in the aggregate amount of $ 66.3 million and $ 203.0 million, respectively, which we paid during the same periods (three and nine months ended March 31, 2025—$ 0.2625 and $ 0.7875 per Common Share, respectively, in the aggregate amount of $ 67.9 million and $ 205.3 million, respectively).

Share Capital

3 unchanged sentences

From time to time, we may provide funds to a third-party agent to facilitate repurchases of our Common Shares in connection with the settlement of awards under the Long-Term Incentive Plans (LTIP) or other plans.

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

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

During the three and nine months ended March 31, 2026, we repurchased 86,850 Common Shares on the open market at a cost of $ 2.8 million for potential settlement of awards under our LTIP or other plans as described below (three and nine months ended March 31, 2025— 296,831 and 2,483,966 Common Shares were purchased, respectively, at a cost of $ 7.6 million and $ 72.6 million, respectively).

During the three and nine months ended March 31, 2026, we delivered to eligible participants 86,107 and 2,150,129 Common Shares, respectively, at a cost of $ 2.8 million and $ 67.1 million, respectively, that were purchased in the open market in connection with the settlement of awards under our LTIP and other plans (three and nine months ended March 31, 2025— 2,009,955 and 3,107,220 Common Shares, respectively, at a cost of $ 74.4 million and $ 118.2 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).

During the three and nine months ended March 31, 2026, 431,697 and 909,154 Common Shares, respectively, were eligible for issuance to employees enrolled in the ESPP (three and nine months ended March 31, 2025— 376,945 and 979,679 Common Shares, respectively).

During the three and nine months ended March 31, 2026, cash in the amount of $ 7.9 million and $ 22.3 million, respectively, was received from employees relating to the ESPP (three and nine months ended March 31, 2025—$ 8.1 million and $ 24.0 million, respectively).

Share Repurchase Plan

2 unchanged sentences

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).

On August 6, 2025, the Company renewed its share repurchase plan, pursuant to which we may purchase for cancellation, 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 in open market transactions on the Toronto Stock Exchange (TSX) (as part of the Fiscal 2026 NCIB, as defined below), the NASDAQ and/or alternative trading systems in Canada and/or the United States, if eligible, subject to applicable law and stock exchange rules (the Fiscal 2026 Repurchase Plan).

On February 10, 2026, we increased the authorized limit of the Fiscal 2026 Repurchase Plan by $ 200 million to $ 500 million.

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.

2 unchanged sentences

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.

During the three and nine months ended March 31, 2026, we repurchased and cancelled 9,679,300 and 14,225,223 Common Shares for $ 251.7 million and $ 403.9 million, respectively, inclusive of 2% Canadian excise taxes recorded (three and nine months ended March 31, 2025, 4,350,716 and 9,212,818 Common Shares, respectively, for $ 116.7 million and $ 270.3 million, respectively, inclusive of 2% Canadian excise taxes recorded).

Share-Based Compensation

1 unchanged sentence

Three Months Ended

December 31, Six Months Ended

March 31, Nine Months Ended

2026 2025 2026 2025

7 unchanged sentences

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

As of December 31, 2025

As of March 31, 2026

Unrecognized Compensation Cost Weighted Average Recognition Period (years)

5 unchanged sentences

Stock Option Plans

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

A summary of activity under our stock option plans for the nine months ended March 31, 2026 is as follows:

Options Weighted-Average

5 unchanged sentences

Forfeited or expired ( 5,438,446 ) 38.00

Outstanding at December 31, 2025

Outstanding at March 31, 2026

7,324,278 $ 35.37 4.08 $ —

Exercisable at December 31, 2025

Exercisable at March 31, 2026

3,848,707 $ 39.32 2.78 $ —

As of December 31, 2025, 8,546,838 options to purchase Common Shares were available for issuance under our stock option plans.

As of March 31, 2026, 8,880,744 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.

4 unchanged sentences

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,

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

2026 2025 2026 2025

10 unchanged sentences

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.

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.

5 unchanged sentences

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:

A summary of activity under our PSUs issued under the LTIP for the nine months ended March 31, 2026 is as follows:

Units Weighted-Average

Grant Date Fair Value Weighted-

Grant-Date Fair Value

Intrinsic Value

4 unchanged sentences

Forfeited or expired ( 875,813 ) 47.49

Outstanding at December 31, 2025

Outstanding at March 31, 2026

1,790,870 $ 50.35 1.93 $ 39,829

______________________

(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.

(1) PSUs are earned based on market or performance conditions and the actual number of PSUs earned, if any, may range from 0 to 200 percent.

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,

Nine Months Ended March 31,

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

7 unchanged sentences

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:

A summary of activity under our RSUs issued under the LTIP for the nine months ended March 31, 2026 is as follows:

Units Weighted-Average

Grant Date Fair Value Weighted-

Grant-Date Fair Value

(years) Aggregate

5 unchanged sentences

Forfeited or expired ( 323,854 ) 30.35

Outstanding at December 31, 2025

Outstanding at March 31, 2026

1,272,229 $ 31.13 1.99 $ 28,294

2 unchanged sentences

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:

A summary of activity under our RSUs (other) issued for the nine months ended March 31, 2026 is as follows:

Units Weighted-Average

Grant Date Fair Value Weighted-

Grant-Date Fair Value

Intrinsic Value

4 unchanged sentences

Forfeited or expired ( 154,673 ) 34.38

Outstanding at December 31, 2025

Outstanding at March 31, 2026

2,050,796 $ 33.56 2.11 $ 45,610

4 unchanged sentences

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

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

During the three and nine months ended March 31, 2026, we settled 86,850 DSUs at a cost of $ 2.8 million (three and nine months ended March 31, 2025— 296,831 DSUs at a cost of $ 7.6 million).

A summary of activity under our DSUs issued for the nine months ended March 31, 2026 is as follows:

Units Weighted-Average

4 unchanged sentences

Granted 102,481 32.35

Outstanding at December 31, 2025 (2)

Settled ( 86,850 ) 37.31

Outstanding at March 31, 2026 (2)

919,601 $ 30.59 0.69 $ 20,452

5 unchanged sentences

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

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

Long-term debt obligations (1)

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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.

Assuming the utilization of available tax attributes (further described below), we estimate our potential aggregate liability, as of March 31, 2026, 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 $ 87.8 million.

As of March 31, 2026, we have provisionally paid approximately $ 32.0 million in order to fully preserve our rights to object to the CRA’s audit positions, being the minimum payment required under Canadian legislation while the matter is in dispute.

This amount is recorded within Long-term income taxes recoverable on the Condensed Consolidated Balance Sheets as of March 31, 2026.

The notices of reassessment for Fiscal 2012 through 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.

We strongly disagree with the CRA’s positions and believe the reassessments of Fiscal 2012 through 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.

Even if we are unsuccessful in challenging the CRA’s reassessments to increase our taxable income for Fiscal 2012 through 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, Fiscal 2020 and Fiscal 2021 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.

8 unchanged sentences

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.

however for Fiscal 2020 and 2021, we have provisionally paid approximately $ 24.0 million in order to fully preserve our rights to object to the CRA’s audit positions and intend to make an additional payment of $ 49 million on account of Fiscal 2021 by December 31, 2026.

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.

2 unchanged sentences

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 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.

The Company’s effective tax rate for the nine months ended March 31, 2026 was 19.9 %.

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 research and development credits, divestitures, and a net decrease in unrecognized tax benefits.

The Company’s effective tax rate for the nine months ended March 31, 2025 was 13.5 %.

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, foreign tax credits, research and development credits, partially offset by withholding taxes and foreign source income inclusion in the U.S.

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

1 unchanged sentence

Key income tax-related provisions of the OBBBA include provisions related to bonus depreciation, research and development expenditures, interest expense deductibility and revisions to international tax regimes.

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.

The changes had an immaterial impact to the Company’s effective tax rate for the three and nine months ended March 31, 2026.

As of March 31, 2026, the gross amount of unrecognized tax benefits accrued was $ 123.4 million (June 30, 2025 — $ 139.8 million), which is inclusive of interest and penalties accrued of $ 12.6 million (June 30, 2025 — $ 16.8 million).

We believe that it is reasonably possible that the gross unrecognized tax benefits could decrease by $ 26.8 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

15 unchanged sentences

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

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

Fair Value Hierarchy December 31, 2025 June 30, 2025

The following table summarizes the fair value of the Company’s financial instruments as of March 31, 2026 and June 30, 2025:

Fair Value Hierarchy March 31, 2026 June 30, 2025

Available-for-sale financial assets (Note 7)

12 unchanged sentences

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.

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 March 31, 2026.

Available-for-sale

2 unchanged sentences

Gain recognized in income 518

Balance as of December 31, 2025

Balance as of March 31, 2026

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

6 unchanged sentences

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.

During the three and nine months ended March 31, 2026 and 2025, 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

1 unchanged sentence

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.

During the three and nine months ended March 31, 2026 and 2025, respectively, no indications of impairments were identified and therefore no fair value measurements were required.

NOTE 15— DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

19 unchanged sentences

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.

Accordingly, quarterly unrealized gains or losses on the effective portion of these forward contracts have been included within Other comprehensive loss, net within the Condensed Consolidated Statements of Comprehensive Income.

As of March 31, 2026, the fair value of the contracts is recorded within Accounts payable and accrued liabilities within the Condensed Consolidated Balance Sheets and represents the net loss before tax effect that is expected to be reclassified from accumulated other comprehensive income (loss) into earnings within the next twelve months.

As of March 31, 2026, the notional amount of forward contracts we held to sell U.S.

dollars in exchange for Canadian dollars was $ 94.8 million (June 30, 2025—$ 93.5 million).

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The fair values of outstanding derivative instruments are as follows:

December 31, 2025 As of

March 31, 2026 As of

June 30, 2025

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Derivatives designated as hedges:

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

Cash flow hedge Prepaid expenses and other current assets (Accounts payable and accrued liabilities) $ — $ ( 1,372 ) $ 2,068 $ —

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

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Total derivatives $ 60 $ ( 214,010 ) $ 2,984 $ ( 275,810 )

The effects of gains (losses) from derivative instruments on our Condensed Consolidated Statements of Income is as follows:

The effects of gains (losses) from derivative instruments on our Condensed Consolidated Statements of Income are as follows:

Three Months Ended

December 31, Six Months Ended

March 31, Nine Months Ended

Instrument Income Statement Location 2026 2025 2026 2025

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Total $ 14,912 $ ( 19,972 ) $ 26,254 $ 2,470

The effects of the cash flow and net investment hedges on our Condensed Consolidated Statements of Comprehensive Income:

The effects of the cash flow and net investment hedges on our Condensed Consolidated Statements of Comprehensive Income are as follows:

Condensed Consolidated Statements of Income and Condensed Consolidated Statements of Comprehensive Income Location

Three Months Ended

December 31, Six Months Ended

March 31, Nine Months Ended

2026 2025 2026 2025

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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,

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

2026 2025 2026 2025

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

As of 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.

As of March 31, 2026, we expect total costs to be incurred in connection with the Business Optimization Plan to be approximately $ 260.0 million, of which $ 215.0 million has been recorded to date.

For the three and nine months ended March 31, 2026, $ 60.6 million and $ 87.1 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

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Foreign exchange and other non-cash adjustments ( 89 ) ( 4,532 ) ( 4,621 )

Balance payable as of December 31, 2025

Balance payable as of March 31, 2026

$ 58,867 $ 7,085 $ 65,952

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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.

For the three and nine months ended March 31, 2026, Other charges (recoveries) include $ 3.2 million and $ 12.4 million, respectively, of expenses related to severance and other miscellaneous charges.

For the three and nine months ended March 31, 2025, Other charges (recoveries) include $ 1.3 million and $ 5.7 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.

Proposed Divestiture of Vertica Business

On February 2, 2026, the Company entered into an agreement to divest Vertica, a part of its Analytics product category, to Rocket Software, for $ 150.0 million in cash before taxes, fees and other adjustments.

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

As of March 31, 2026, the Company determined that the assets and liabilities of the Vertica 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 Vertica 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 Vertica business are presented within Income from operations in our Condensed Consolidated Statements of Income.

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

The following are classified as held for sale in the Condensed Consolidated Balance Sheets in connection with the proposed divestiture of our Vertica business.

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

As of March 31, 2026

Assets held for sale

Accounts receivable trade, net of allowance for credit losses $ 14,993

Contract assets 5,810

Prepaid expenses and other current assets 522

Property and equipment

Operating lease right of use assets

Long-term contract assets 3,831

Goodwill 107,765

Long-term deferred tax assets

Acquired intangible assets 38,338

Other assets 724

Total Assets held for sale $ 172,800

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Accounts payable and accrued liabilities $ 329

Operating lease liabilities 25

Deferred revenues 18,843

Pension liability, net 451

Long-term operating lease liabilities 32

Long-term deferred revenues 4,735

Deferred tax liabilities 4,782

Total Liabilities held for sale

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

Divestiture of eDOCS Business

On January 12, 2026, the Company completed the sale of its eDOCS business to NetDocuments Software, Inc.

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

The results of the eDOCS business were recorded and presented within our Condensed Consolidated Financial Statements during Fiscal 2026 from July 1, 2025 through January 11, 2026.

In connection with the sale, a gain of $ 64.3 million was recorded in Other income (expense), net within our Condensed Consolidated Statements of Income for the quarter ended March 31, 2026.

The Company determined that the eDOCS business does not constitute a component, as its operations and cash flows cannot be clearly distinguished from the rest of the Company’s operations and cash flows due to significant shared costs;

therefore, the transaction does not meet the discontinued operations criteria, and the results of operations from the eDOCS business are presented within Income from operations in our Condensed Consolidated Statements of Income.

The Company used the proceeds from the transaction to prepay $ 163.0 million of the outstanding principal balance of the Acquisition Term Loan.

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

The Company has also agreed to provide certain transition services to NetDocuments following completion of the divestiture for up to 12 months, which are included in financing activities on the Consolidated Statements of Cash Flows.

These transition service costs are reimbursable by NetDocuments.

For the three and nine months ended March 31, 2026, we billed NetDocuments $ 0.7 million under a transition service agreement (TSA).

The following table presents the carrying amounts of major classes of assets and liabilities disposed of in the eDOCS divestiture on January 12, 2026:

Accounts receivable trade, net of allowance for credit losses $ 4,755

Prepaid expenses and other current assets 51

Property and equipment

Goodwill 91,913

Long-term deferred tax assets

Total Assets $ 114,478

Accounts payable and accrued liabilities $ 224

Deferred revenues 15,595

Pension liability, net 91

Total Liabilities $ 15,910

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.

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

For the three and nine months ended March 31, 2025, the Company billed Rocket Software $ 4.2 million and $ 31.4 million, respectively, under the TSA.

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

NOTE 18— SEGMENT INFORMATION

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

The method of

determining what information, under Topic 280, to report is based on the way that an entity organizes operating segments for making operational decisions and how the entity’s management and the chief operating decision maker (CODM) assess an entity’s financial performance.

The method of determining what information, under Topic 280, to report is based on the way that an entity organizes operating segments for making operational decisions and how the entity’s management and the chief operating decision maker (CODM) assess an entity’s financial performance.

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

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

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

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

2026 2025 2026 2025

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

Three Months Ended December 31, Six Months Ended

Three Months Ended March 31, Nine Months Ended

2026 2025 2026 2025

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NOTE 19— ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Three Months Ended December 31, 2025

Three Months Ended March 31, 2026

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

Balance as of December 31, 2025

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

3 unchanged sentences

( 168 ) ( 1,455 ) ( 270 ) ( 6,926 ) ( 8,819 )

Balance as of December 31, 2025

Balance as of March 31, 2026

$ ( 34,456 ) $ ( 1,009 ) $ 1,158 $ ( 12,944 ) $ ( 47,251 )

Six Months Ended December 31, 2025

Nine Months Ended March 31, 2026

Foreign Currency Translation Adjustments (1)

7 unchanged sentences

28,852 ( 2,529 ) 401 ( 6,908 ) 19,816

Balance as of December 31, 2025

Balance as of March 31, 2026

$ ( 34,456 ) $ ( 1,009 ) $ 1,158 $ ( 12,944 ) $ ( 47,251 )

______________________

(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

(1) The amount of foreign currency translation recognized in other comprehensive income during the three and nine months ended March 31, 2026 included net gains (losses) relating to our net investment hedge of $ 21.0 million and $ 38.2 million, respectively, as further discussed in Note 15 “Derivative Instruments and Hedging Activities.

Three Months Ended March 31, 2025

Foreign Currency Translation Adjustments (1)

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

Balance as of September 30, 2024

Balance as of December 31, 2024

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

2 unchanged sentences

Total other comprehensive income (loss), net for the period ( 1,511 ) 1,325 ( 395 ) 513 ( 68 )

Balance as of December 31, 2024

Balance as of March 31, 2025

$ ( 65,294 ) $ ( 1,545 ) $ ( 85 ) $ ( 8,923 ) $ ( 75,847 )

Six Months Ended December 31, 2024

Nine Months Ended March 31, 2025

Foreign Currency Translation Adjustments (1)

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Total other comprehensive income (loss), net for the period ( 5,534 ) ( 937 ) 289 ( 46 ) ( 6,228 )

Balance as of December 31, 2024

Balance as of March 31, 2025

$ ( 65,294 ) $ ( 1,545 ) $ ( 85 ) $ ( 8,923 ) $ ( 75,847 )

______________________

(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.”

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

NOTE 20— SUPPLEMENTAL CASH FLOW DISCLOSURES

Six Months Ended December 31,

Nine Months Ended March 31,

Cash paid during the period for interest $ 231,711 $ 253,751

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NOTE 21— OTHER INCOME (EXPENSE), NET

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

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

2026 2025 2026 2025

1 unchanged sentence

$ 7,168 $ ( 8,269 ) $ ( 12,739 ) $ 5,891

Unrealized gains on derivatives

Unrealized gains (losses) on derivatives

not designated as hedges (1)

14,513 ( 9,836 ) 25,262 10,778

Realized losses on derivatives

not designated as hedges (2)

— ( 10,380 ) — ( 10,380 )

OpenText share in net income of equity investees (3)

16 1,644 7,649 3,637

Adjustment to gain on AMC Divestiture (3)

Gain on divestiture (4)

64,311 — 64,311 ( 4,175 )

Other miscellaneous income

Loss on debt extinguishment (5)

( 5,301 ) — ( 5,301 ) —

Other miscellaneous income (expense)

( 476 ) 263 1,005 631

Total other income (expense), net

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

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

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

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).

(4) For the three and nine months ended March 31, 2026, the gain related to the eDOCS divestiture.

For the nine months ended March 31, 2025, the adjustment to the gain represents the final settlement of working capital and other adjustments related to the AMC Divestiture (see Note 17 “Acquisitions and Divestitures” for more details).

(5) During the three and nine months ended March 31, 2026, we recognized a loss on debt extinguishment of $ 5.3 million related to the acceleration and recognition of unamortized debt discount and issuance costs resulting from the prepayment of $ 163.0 million of the Acquisition Term Loan in Fiscal 2026.

NOTE 22— EARNINGS PER SHARE

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

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

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

2026 2025 2026 2025

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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.

During the three and nine months ended March 31, 2026, Mr.

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

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

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

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

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

During the three and nine months ended March 31, 2026, Mr.

Thomas Jenkins earned approximately $ 1.2 million and $ 2.8 million, respectively, 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.

As part of our quarterly, non-cumulative cash dividend program, we declared, on May 5, 2026, a dividend of $ 0.275 per Common Share.

The record date for this dividend is June 5, 2026 and the payment date is June 19, 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.

Divestiture of eDOCS Business

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

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

Debt Prepayment

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

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

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

Proposed Divestiture of Vertica

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

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

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

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

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

What changed 10-Q

Item 1. Financial Statements