What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-07 compared with 2026-02-05 · 241 added, 208 removed, 936 unchanged (32% of the section changed)

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(xxiii) tax audits;

(xxiv) the expected impact of the Russia-Ukraine and Middle East conflicts and other geopolitical disputes on our business;(xxv) expected costs of the restructuring and business optimization plans;

(xxiv) the expected impact of the Russia-Ukraine conflict, the conflict involving Iran , the broader Middle East instability and other geopolitical disputes on our business;(xxv) expected costs of the restructuring and business optimization plans;

(xxvi) initiatives we establish and targets that we set related to corporate citizenship-related activities;

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(xvii) demand for the Company’s products and services;

(xviii) increase in exposure to international business risks including the impact of geopolitical instability, political unrest, war and other global conflicts, and other geopolitical tensions, including the Russia-Ukraine and Middle East conflicts, as we continue to increase our international operations;

(xviii) increase in exposure to international business risks including the impact of geopolitical instability, political unrest, war and other global conflicts, and other geopolitical tensions, including the Russia-Ukraine conflict, the conflict involving Iran, and the broader Middle East instability, as we continue to increase our international operations;

(xix) adverse macroeconomic conditions, such as potential increases or changes in global tariff policies and structures and the timing thereof, the effects of global relations, including escalating tensions, imposition of tariffs, retaliatory measures, restrictive regulations or boycotts, and other trade policies, inflation, disruptions in global supply chains and increased labour costs;

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Unless otherwise required by applicable securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

the accompanying Notes to our Condensed Consolidated Financial Statements under Part I, Item 1 of this Quarterly Report on Form 10-Q.

All dollar and percentage comparisons made herein refer to the three and six months ended December 31, 2025, compared with the three and six months ended December 31, 2024, unless otherwise noted.

The following MD&A is intended to help readers understand our results of operations and financial condition, and is provided as a supplement to, and should be read in conjunction with, our Condensed Consolidated Financial Statements and the accompanying Notes to our Condensed Consolidated Financial Statements under Part I, Item 1 of this Quarterly Report on Form 10-Q.

All dollar and percentage comparisons made herein refer to the three and nine months ended March 31, 2026, compared with the three and nine months ended March 31, 2025, unless otherwise noted.

Where we say “we”, “us”, “our”, “OpenText” or “the Company”, we mean Open Text Corporation or Open Text Corporation and its subsidiaries, as applicable.

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To do this, we bring together our seven product categories (previously referred to as business clouds):

Content, Business Network, IT Operations Management (ITOM, also known as Observability and Service Management), Cybersecurity (Enterprise), Cybersecurity (SMB & Consumer), Application Delivery Management (ADM, also known as DevOps and previously named as Application Automation) and Analytics.

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

We also accelerate information modernization with intelligent tools and services for moving off paper, automating classification and building clean data lakes for AI, analytics and automation.

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Our ticker symbol on both the NASDAQ and the TSX is “OTEX.”

As of December 31, 2025, we employed a total of approximately 21,300 individuals.

Of the total 21,300 individuals we employed as of December 31, 2025, approximately 7,300 or 34% are in the Americas, 4,800 or 23% are in EMEA and 9,200 or 43% are in Asia Pacific.

As of March 31, 2026, we employed a total of approximately 20,500 individuals.

Of the total 20,500 individuals we employed as of March 31, 2026, approximately 7,000 or 34% are in the Americas, 4,800 or 23% are in EMEA and 8,700 or 43% are in Asia Pacific.

Currently, we have employees in 42 countries enabling strong access to multiple talent pools while ensuring reach and proximity to our customers.

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Quarterly Summary:

During the second quarter of Fiscal 2026, we saw the following activity as compared to the second quarter of Fiscal 2025:

• Total revenue was $1,326.7 million, down 0.6% compared to the same period in the prior fiscal year;

During the third quarter of Fiscal 2026, we saw the following activity as compared to the third quarter of Fiscal 2025:

• Total revenue was $1,282.5 million, up 2.2% compared to the same period in the prior fiscal year;

down 2.1% after factoring in the favourable impact of $54.6 million of foreign exchange rate changes.

Total revenue was down as increases in the Content and Business Network product categories were offset by decreases in the Cybersecurity (Enterprise), Cybsecurity (SMB & Consumer), ADM, ITOM and Analytics product categories.

Total revenue was up as increases in the Content, Business Network and ADM product categories were offset by decreases in the Cybersecurity (Enterprise), Cybersecurity (SMB & Consumer), ITOM and Analytics product categories.

• Total annual recurring revenue, which we define as the sum of cloud services and subscriptions revenue and customer support revenue, was $1,057.8 million, up 2.7% compared to the same period in the prior fiscal year;

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• GAAP-based earnings per share (EPS), diluted, was $0.70 compared to $0.35 in the same period in the prior fiscal year.

• Non-GAAP-based EPS, diluted, was $1.13 compared to $1.11 the same period in the prior fiscal year.

• Non-GAAP-based EPS, diluted, was $1.01 compared to $0.82 in the same period in the prior fiscal year.

• Adjusted EBITDA, a non-GAAP measure, was $437.9 million compared to $395.3 million in the same period in the prior fiscal year.

• Operating cash flow was $466.4 million for the six months ended December 31, 2025 compared to $270.2 million in the same period in the prior fiscal year, up 72.6%.

• Cash and cash equivalents were $1,271.4 million as of December 31, 2025, compared to $1,156.5 million as of June 30, 2025.

• Operating cash flow was $821.0 million for the nine months ended March 31, 2026 compared to $672.4 million in the same period in the prior fiscal year, up 22.1%.

• Cash and cash equivalents were $1,254.1 million as of March 31, 2026, compared to $1,156.5 million as of June 30, 2025.

• Enterprise cloud bookings were $196.0 million, compared to $151.2 million in the same period in the prior fiscal year.

We define Enterprise cloud bookings as the total value from cloud services and subscriptions contracts entered into in the period that are new, committed and incremental to our existing contracts, entered into with our enterprise-based customers.

• During the three months ended December 31, 2025, we repurchased and cancelled 1,389,600 Common Shares for $50.2 million, inclusive of 2% Canadian excise taxes recorded (2,212,971 for $67.1 million in the three months ended December 31, 2024).

• During the three months ended March 31, 2026, we repurchased and cancelled 9,679,300 Common Shares for $251.7 million, inclusive of 2% Canadian excise taxes recorded (4,350,716 for $116.7 million in the three months ended March 31, 2025).

See “Use of Non-GAAP Financial Measures” below for definitions and reconciliations of GAAP-based measures to Non-GAAP-based measures.

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Business Update

Following the departure of the Company’s former Chief Financial Officer on August 15, 2025, Cosmin Balota, Senior Vice President and Chief Accounting Officer, assumed the responsibilities of interim Chief Financial Officer until October 6, 2025.

Effective October 6, 2025, the Company appointed Steve Rai as Executive Vice President and Chief Financial Officer.

Rai has more than 30 years of global finance experience and has held senior leadership positions within the technology industry, including serving as Chief Financial Officer of BlackBerry Limited, where he was responsible for overseeing the company’s financial transformation and operational restructuring.

On January 29, 2026, the Company announced the appointment of Ayman Antoun as Chief Executive Officer and a member of the Board, effective April 20, 2026.

Antoun succeeds James McGourlay, who continues to serve as Interim Chief Executive Officer.

Effective April 20,2026, Ayman Antoun was appointed as Chief Executive Officer and a member of the Board.

Antoun succeeded James McGourlay, who served as Interim Chief Executive Officer until April 20,2026.

Upon the transition, Mr.

McGourlay will move to a role within the Executive Leadership Team at OpenText and P.

Thomas Jenkins, currently serving as OpenText’s Executive Chair and Chief Strategy Officer, will return to the role of Chair of the Board.

McGourlay was appointed as President, Chief Client Officer.

Acquisitions and Divestitures

As a result of the continually changing marketplace in which we operate and our strategic objectives, we regularly evaluate acquisition and divestiture opportunities within our market and at any time may be in various stages of discussions with respect to such opportunities.

Divestiture of eDOCS

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

The Company completed the divestiture on January 12, 2026.

Refer to Note 17 “Acquisitions and Divestitures” and Note 24 “Subsequent Events” to our Condensed Consolidated Financial Statements for more information.

Proposed Divestiture of Vertica

Proposed Divestiture of Vertica Business

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 million in cash, before taxes, fees and other adjustments.

(Rocket Software) 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.

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

See Note 17 “Acquisitions and Divestitures” to our Condensed Consolidated Financial Statements for more information.

Divestiture of eDOCS Business

The Company completed the divestiture on January 12, 2026.

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

See Note 17 “Acquisitions and Divestitures” to our Condensed Consolidated Financial Statements for more information.

Impacts of Geopolitical Conflicts and Diplomatic Tensions

We continue to monitor the geopolitical conflicts and diplomatic tensions around the world, including the Russia-Ukraine and Middle East conflicts.

We continue to monitor the geopolitical conflicts and diplomatic tensions around the world, including the Russia-Ukraine conflict, the conflict involving Iran and the broader Middle East instability.

We have ceased all direct business in Russia and Belarus.

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Financial Outlook

As of February 5, 2026, the Company maintains its full year Fiscal 2026 outlook, which remains as follows:

As of May 7, 2026, the Company updated its full year Fiscal 2026 outlook, which is as follows:

Fiscal 2026 Growth

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______________________

(1) Our Fiscal 2026 growth metric for Total Revenues includes $15 million of lower revenues in the second half of Fiscal 2026, resulting from the divestiture of the eDOCS business, which contributed approximately $30 million of full year revenue during Fiscal 2025.

(1) Our Fiscal 2026 growth metric for Total Revenues includes $30 million of lower revenues in the second half of Fiscal 2026, of which $15 million resulted from the divestiture of the eDOCS business and $15 million resulted from the proposed divestiture of the Vertica business.

The eDOCS and Vertica businesses contributed approximately $30 million and $80 million, respectively, of full year revenue during Fiscal 2025.

Fiscal 2026 growth metrics for Total Cloud services and subscriptions revenues, Free Cash Flow and Enterprise Cloud Bookings have been revised upward.

Total Cloud services and subscriptions revenues growth increased due to higher conversion rates in Enterprise Cloud Bookings.

Free Cash Flow growth increased primarily due to the timing of tax payments.

Enterprise Cloud Bookings growth increased due to a larger pipeline of deals and higher conversion rates.

The forward-looking measures and the underlying assumptions involve significant known and unknown risks and uncertainties, and actual results may vary materially.

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Business Optimization Plan

As previously announced, our Business Optimization Plan was designed to support strategic initiatives, integration and simplification efforts following the acquisition of Micro Focus International Limited (the Micro Focus Acquisition), the sale of the Company’s Application Modernization and Connectivity (AMC) business (the AMC Divestiture) and AI-first innovation and growth plans.

As of December 31, 2025, we have incurred $154.4 million of the total expected costs of up to approximately $260.0 million.

the Company’s Application Modernization and Connectivity (AMC) business (the AMC Divestiture) and AI-first innovation and growth plans.

As of March 31, 2026, we have incurred $215.0 million of the total expected costs of up to approximately $260.0 million.

These costs primarily related to workforce reduction driven by automation, centralization, and simplification, as well as associated real estate footprint reductions globally.

The Business Optimization Plan along with other savings initiatives, when fully implemented, is expected to generate total annualized savings of approximately $490.0 million to $550.0 million.

The Company realized approximately 35% of these

savings during Fiscal 2025 and expects to realize an additional 35% in Fiscal 2026, with the balance thereafter.

The Company realized approximately 35% of these savings during Fiscal 2025 and expects to realize an additional 35% in Fiscal 2026, with the balance thereafter.

The entire business optimization plan is expected to be substantially completed by the second quarter of Fiscal 2027.

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See “Use of Non-GAAP Financial Measures” below for a reconciliation of GAAP-based measures to Non-GAAP-based measures.

Transition Services Agreement

On May 1, 2024, the Company completed the sale of its AMC business to Rocket Software, Inc.

(Rocket Software).

Divestiture of eDOCS Business

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

The comparability of our operating results for the three and nine months ended March 31, 2026, as compared to the three and nine months ended March 31, 2025, was impacted by the eDOCS divestiture, as the operating results of the eDOCS business were excluded from the Company’s consolidated results, beginning January 12, 2026.

As such, consolidated operating results for the three and nine months ended March 31, 2026 included the business operating results of eDOCS up to the date of the eDOCS divestiture.

eDOCS business operating results were included in the consolidated operating results for the three and nine months ended March 31, 2025.

For more details on the Company’s divestitures, see Note 17 “Acquisitions and Divestitures” to the Consolidated Financial Statements.

The following table illustrates the revenues contributed by the eDOCS business during the three and nine months ended March 31, 2026 and 2025.

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

(In thousands) 2026 2025 2026 2025

Cloud services and subscriptions $ 4 $ 17 $ 73 $ 60

Customer support 750 6,582 13,858 20,214

License 25 166 643 1,074

Professional service and other 27 214 400 684

Total eDOCS revenues

$ 806 $ 6,979 $ 14,974 $ 22,032

Transition Services Agreements

In connection with the eDOCS divestiture, the Company entered into a transition services agreement (TSA) with NetDocuments, pursuant to which the Company agreed to provide certain transition services to NetDocuments for up to 12 months following the closing date.

These transition service costs are reimbursable by NetDocuments.

On May 1, 2024, the Company completed the sale of its AMC business to Rocket Software.

The AMC business was comprised of the legacy OpenText connectivity business and the legacy Micro Focus AMC business.

In connection with the AMC Divestiture, we entered into a Transition Services Agreement (TSA) with Rocket Software, whereby we agreed to provide certain transition services to Rocket Software for up to 24 months from the closing date.

In connection with the AMC Divestiture, the Company entered into a TSA with Rocket Software, whereby the Company agreed to provide certain transition services to Rocket Software for up to 24 months following the closing date.

These transition service costs were reimbursable by Rocket Software.

The following table illustrates the financial statement impact of these TSA reimbursements for the three and six months ended December 31, 2024 which were recorded as an offset to the respective costs incurred, within our Condensed Consolidated Statements of Income.

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

(In thousands) Three Months Ended

December 31, 2024 Six Months Ended

December 31, 2024

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

The following table illustrates the financial statement impact of these TSA reimbursements for the periods presented, which were recorded as an offset to the respective costs incurred, within our Condensed Consolidated Statements of Income.

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

(In thousands) 2026 2025 2026 2025

Professional service and other cost of revenue $ 60 $ 1 $ 60 $ 335

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Summary of Results of Operations

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

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

(In thousands) 2026 Change

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Our cloud arrangements can be broadly categorized as platform as a service, software as a service, cloud subscriptions and managed services.

For the quarter ended December 31, 2025, our cloud net renewal rate, excluding the impact of Carbonite Inc.

and Zix Corporation, remained stable at 95%, as compared to the quarter ended December 31, 2024.

For the quarter ended March 31, 2026, our cloud net renewal rate (Cloud NRR), excluding the impact of Carbonite Inc.

and Zix Corporation, decreased to 95% from 96%, as compared to the quarter ended March 31, 2025.

Cloud net renewal rate measures the percentage of annual contract value retained from Enterprise cloud customer subscription agreements available to renew, after giving effect to contract expansions (such as price increases and upsells) and reductions (cancellations).

Cloud NRR excludes internal portfolio movements (such as migrations to the Company’s other Cloud offerings).

Cloud NRR includes enterprise-based customers, which contribute approximately 90% of the Company’s total revenues, and excludes the impact of Carbonite Inc.

and Zix Corporation, whose businesses primarily serve our small- and medium-sized business and consumer customers and comprise the remainder of our revenues.

Cost of Cloud services and subscriptions revenues is comprised primarily of third-party network usage fees, maintenance of in-house data hardware centers, technical support personnel-related costs and some third-party royalty costs.

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

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

(In thousands) 2026 Change

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Asia Pacific 5.9 % 6.0 % 6.0 % 6.1 %

Three Months Ended December 31, 2025 Compared to Three Months Ended December 31, 2024

Cloud services and subscriptions revenues increased by $15.8 million or 3.4% during the three months ended December 31, 2025 as compared to the same period in the prior fiscal year;

Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025

Cloud services and subscriptions revenues increased by $30.3 million or 6.6% during the three months ended March 31, 2026 as compared to the same period in the prior fiscal year;

up 3.2% after factoring in the favourable impact of $15.7 million of foreign exchange rate changes.

The change was primarily driven by increases in the Content, ITOM, Business Network, and ADM product categories, partly offset by decreases in the Cybersecurity (Enterprise), Cybersecurity (SMB & Consumer) and Analytics product categories.

Geographically, the overall change was primarily attributable to an increase in EMEA of $25.3 million partially offset by a decrease in Americas of $9.6 million.

There were 53 cloud services contracts greater than $1.0 million that closed during the second quarter of Fiscal 2026, compared to 51 contracts during the second quarter of Fiscal 2025.

Cost of Cloud services and subscriptions revenues decreased by $2.0 million during the three months ended December 31, 2025 as compared to the same period in the prior fiscal year.

This was primarily due to a decrease in labour-related costs of $2.1 million.

The change was primarily driven by increases in the Content, Business Network, ITOM, and ADM product categories, partly offset by decreases in the Cybersecurity (SMB & Consumer), Cybersecurity (Enterprise) and Analytics product categories.

Geographically, the overall change was primarily attributable to an increase in EMEA of $28.3 million, an increase in Asia Pacific of $1.6 million and an increase in Americas of $0.4 million.

There were 41 cloud services contracts greater than $1.0 million that closed during the third quarter of Fiscal 2026, compared to 32 contracts during the third quarter of Fiscal 2025.

Cost of Cloud services and subscriptions revenues increased by $3.2 million during the three months ended March 31, 2026 as compared to the same period in the prior fiscal year.

This was primarily due to an increase in third-party network usage fees of $2.7 million.

Overall, the gross margin percentage on Cloud services and subscriptions revenues increased to 64% from 62%.

Six Months Ended December 31, 2025 Compared to Six Months Ended December 31, 2024

Cloud services and subscriptions revenues increased by $43.3 million or 4.7% during the six months ended December 31, 2025 as compared to the same period in the prior fiscal year;

Nine Months Ended March 31, 2026 Compared to Nine Months Ended March 31, 2025

Cloud services and subscriptions revenues increased by $73.6 million or 5.3% during the nine months ended March 31, 2026 as compared to the same period in the prior fiscal year;

up 3.1% after factoring in the favourable impact of $31.0 million of foreign exchange rate changes.

The change was primarily driven by increases in the Content, Business Network, ITOM and ADM product categories, partly offset by decreases in the Cybersecurity (Enterprise), Cybersecurity (SMB & Consumer) and Analytics product categories.

Geographically, the overall change was attributable to an increase in EMEA of $44.3 million, partially offset by a decrease in Americas of $1.2 million.

There were 86 cloud services contracts greater than $1.0 million that closed during the first six months of Fiscal 2026, compared to 74 contracts during the first six months of Fiscal 2025.

Cost of Cloud services and subscriptions revenues decreased by $5.1 million during the six months ended December 31, 2025 as compared to the same period in the prior fiscal year.

The change was primarily driven by increases in the Content, Business Network, ITOM and ADM product categories, partly offset by decreases in the Cybersecurity (SMB & Consumer), Cybersecurity (Enterprise) and Analytics product categories.

Geographically, the overall change was attributable to an increase in EMEA of $72.7 million, an increase in Asia Pacific of $1.7 million, partially offset by a decrease in Americas of $0.8 million.

There were 127 cloud services contracts greater than $1.0 million that closed during the first nine months of Fiscal 2026, compared to 106 contracts during the first nine months of Fiscal 2025.

Cost of Cloud services and subscriptions revenues decreased by $1.9 million during the nine months ended March 31, 2026 as compared to the same period in the prior fiscal year.

This was primarily due to a decrease in labour-related costs of $6.4 million, partially offset by an increase in third-party network usage fees of $5.3 million.

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Our management reviews our customer support renewal rates on a quarterly basis, and we use these rates as a method of monitoring our customer service performance.

For the quarter ended December 31, 2025, our customer support net renewal rate remained stable at 92% as compared to the quarter ended December 31, 2024.

For the quarter ended March 31, 2026, our customer support net renewal rate (Customer Support NRR) increased to 93% from 90%, for the quarter ended March 31, 2025.

Customer Support NRR measures the percentage of annual contract value retained from Enterprise customer support agreements available to renew, after giving effect to contract expansions (such as price increases and upsells) and reductions (cancellations).

Customer Support NRR excludes internal portfolio movements (such as migrations to the Company's Cloud and other offerings).

Customer Support NRR includes enterprise-based customers, which contribute approximately 90% of the Company’s revenues, and excludes the impact of Carbonite Inc.

and Zix Corporation, whose businesses primarily serve small- and medium-sized business and consumer customers and comprise the remainder of our revenues.

Cost of Customer support revenues is comprised primarily of technical support personnel and related costs, as well as third-party royalty costs.

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

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

(In thousands) 2026 Change

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Asia Pacific 9.5 % 9.8 % 9.7 % 9.8 %

Three Months Ended December 31, 2025 Compared to Three Months Ended December 31, 2024

Customer support revenues decreased by $8.7 million or 1.5% during the three months ended December 31, 2025 as compared to the same period in the prior fiscal year;

Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025

Customer support revenues decreased by $2.5 million or 0.4% during the three months ended March 31, 2026 as compared to the same period in the prior fiscal year;

down 5.1% after factoring in the favourable impact of $26.4 million of foreign exchange rate changes.

Geographically, the overall change was attributable to a decrease in Americas of $14.8 million and a decrease in Asia Pacific of $2.0 million, partially offset by an increase in EMEA of $14.3 million.

Cost of Customer support revenues decreased by $4.2 million during the three months ended December 31, 2025 as compared to the same period in the prior fiscal year.

Cost of Customer support revenues decreased by $5.7 million during the three months ended March 31, 2026 as compared to the same period in the prior fiscal year.

This was primarily due to a decrease in labour-related costs of $6.1 million over the comparative period.

Overall, the gross margin percentage on Customer support revenues increased to 90% from 89%.

Six Months Ended December 31, 2025 Compared to Six Months Ended December 31, 2024

Customer support revenues decreased by $17.3 million or 1.5% during the six months ended December 31, 2025 as compared to the same period in the prior fiscal year;

Nine Months Ended March 31, 2026 Compared to Nine Months Ended March 31, 2025

Customer support revenues decreased by $19.9 million or 1.1% during the nine months ended March 31, 2026 as compared to the same period in the prior fiscal year;

down 4.2% after factoring in the favourable impact of $53.7 million of foreign exchange rate changes.

Geographically, the overall change was attributable to a decrease in Americas of $45.7 million, and a decrease in Asia Pacific of $5.5 million, offset by an increase in EMEA of $31.4 million.

Cost of Customer support revenues decreased by $2.7 million during the six months ended December 31, 2025 as compared to the same period in the prior fiscal year.

This was primarily due to a decrease in third-party network usage fees of $1.4 million and a decrease in labour-related costs of $1.2 million.

Cost of Customer support revenues decreased by $8.3 million during the nine months ended March 31, 2026 as compared to the same period in the prior fiscal year.

This was primarily due to a decrease in labour-related costs of $7.3 million and a decrease in third-party network usage fees of $1.0 million.

Overall, the gross margin percentage on Customer support revenues increased to 90% from 89%.

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Cost of License revenues consists primarily of royalties payable to third parties.

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

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

(In thousands) 2026 Change

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Asia Pacific 12.1 % 13.6 % 12.9 % 13.4 %

Three Months Ended December 31, 2025 Compared to Three Months Ended December 31, 2024

License revenues decreased by $4.7 million or 2.5% during the three months ended December 31, 2025 as compared to the same period in the prior fiscal year;

down 5.3% after factoring in the favourable impact of $5.3 million of foreign exchange rate changes.

Geographically, the overall change was attributable to a decrease in Americas of $27.3 million, offset by an increase in EMEA of $18.8 million and an increase in Asia Pacific of $3.8 million.

During the second quarter of Fiscal 2026, we closed 70 license contracts greater than $0.5 million, of which 32 contracts were greater than $1.0 million, contributing $88.0 million of License revenues.

This was compared to 60 license contracts greater than $0.5 million during the second quarter of Fiscal 2025, of which 24 contracts were greater than $1.0 million, contributing $71.4 million of License revenues.

Cost of License revenues increased by $2.7 million during the three months ended December 31, 2025 as compared to the same period in the prior fiscal year.

Overall, the gross margin percentage on License revenues decreased to 95% from 97%.

Six Months Ended December 31, 2025 Compared to Six Months Ended December 31, 2024

License revenues increased by $4.0 million or 1.3% during the six months ended December 31, 2025 as compared to the same period in the prior fiscal year;

Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025

License revenues increased by $6.7 million or 4.9% during the three months ended March 31, 2026 as compared to the same period in the prior fiscal year;

down 0.7% after factoring in the favourable impact of $7.7 million of foreign exchange rate changes.

Geographically, the overall change was attributable to an increase in EMEA of $10.1 million and an increase in Asia Pacific of $0.7 million, partially offset by a decrease in Americas of $6.8 million.

During the first six months of Fiscal 2026, we closed 110 license contracts greater than $0.5 million, of which 41 contracts were greater than $1.0 million, contributing $144.1 million of License revenues.

This was compared to 99 license contracts greater than $0.5 million during the first six months of Fiscal 2025, of which 39 contracts were greater than $1.0 million, contributing $111.0 million of License revenues.

Cost of License revenues increased by $3.1 million during the six months ended December 31, 2025 as compared to the same period in the prior fiscal year.

Overall, the gross margin percentage on License revenues decreased to 95% from 96%.

Geographically, the overall change was attributable to an increase in EMEA of $6.6 million and an increase in Americas of $1.6 million, offset by a decrease in Asia Pacific of $1.4 million.

During the third quarter of Fiscal 2026, we closed 52 license contracts greater than $0.5 million, of which 19 contracts were greater than $1.0 million, contributing $71.4 million of License revenues.

This was compared to 51 license contracts greater than $0.5 million during the third quarter of Fiscal 2025, of which 19 contracts were greater than $1.0 million, contributing $52.2 million of License revenues.

Cost of License revenues decreased by $2.5 million during the three months ended March 31, 2026 as compared to the same period in the prior fiscal year.

Overall, the gross margin percentage on License revenues increased to 97% from 95%.

Nine Months Ended March 31, 2026 Compared to Nine Months Ended March 31, 2025

License revenues increased by $10.8 million or 2.4% during the nine months ended March 31, 2026 as compared to the same period in the prior fiscal year;

down 1.0% after factoring in the favourable impact of $15.2 million of foreign exchange

rate changes.

Geographically, the overall change was attributable to an increase in EMEA of $16.7 million, partially offset by a decrease in Americas of $5.2 million and a decrease in Asia Pacific of $0.7 million.

During the first nine months of Fiscal 2026, we closed 162 license contracts greater than $0.5 million, of which 60 contracts were greater than $1.0 million, contributing $215.5 million of License revenues.

This was compared to 150 license contracts greater than $0.5 million during the first nine months of Fiscal 2025, of which 58 contracts were greater than $1.0 million, contributing $163.2 million of License revenues.

Cost of License revenues increased by $0.6 million during the nine months ended March 31, 2026 as compared to the same period in the prior fiscal year.

Overall, the gross margin percentage on License revenues remained stable at 95%.

4) Professional Service and Other:

5 unchanged sentences

The most significant components of these costs are personnel-related expenses, travel costs and third-party subcontracting.

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

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

(In thousands) 2026 Change

13 unchanged sentences

Asia Pacific 15.4 % 14.0 % 14.8 % 13.8 %

Three Months Ended December 31, 2025 Compared to Three Months Ended December 31, 2024

Professional service and other revenues decreased by $10.2 million or 11.0% during the three months ended December 31, 2025 as compared to the same period in the prior fiscal year;

Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025

Professional service and other revenues decreased by $6.4 million or 7.4% during the three months ended March 31, 2026 as compared to the same period in the prior fiscal year;

down 13.0% after factoring in the favourable impact of foreign exchange rate changes.

Geographically, the overall change was attributable to a decrease in Americas of $5.8 million, a decrease in EMEA of $3.0 million and a decrease in Asia Pacific of $1.3 million.

Cost of Professional service and other revenues decreased by $5.5 million during the three months ended December 31, 2025 as compared to the same period in the prior fiscal year.

Geographically, the overall change was attributable to a decrease in Americas of $4.8 million and a decrease in EMEA of $1.8 million, partially offset by an increase in Asia Pacific of $0.2 million.

Cost of Professional service and other revenues decreased by $2.0 million during the three months ended March 31, 2026 as compared to the same period in the prior fiscal year.

This was primarily due to a decrease in labour-related costs of $2.1 million.

Overall, the gross margin percentage on Professional service and other revenues decreased to 20% from 24%.

Six Months Ended December 31, 2025 Compared to Six Months Ended December 31, 2024

Professional service and other revenues decreased by $18.6 million or 10.2% during the six months ended December 31, 2025 as compared to the same period in the prior fiscal year;

Nine Months Ended March 31, 2026 Compared to Nine Months Ended March 31, 2025

Professional service and other revenues decreased by $25.0 million or 9.3% during the nine months ended March 31, 2026, as compared to the same period in the prior fiscal year;

down 12.8% after factoring in the favourable impact of foreign exchange rate changes.

Geographically, the overall change was attributable to a decrease in Americas of $18.1 million, a decrease in EMEA of $6.1 million and a decrease in Asia Pacific of $0.8 million.

Cost of Professional service and other revenues decreased by $9.4 million during the six months ended December 31, 2025 as compared to the same period in the prior fiscal year.

Cost of Professional service and other revenues decreased by $11.4 million during the nine months ended March 31, 2026 as compared to the same period in the prior fiscal year.

This was primarily due to a decrease in labour-related costs of $12.5 million.

1 unchanged sentence

Amortization of Acquired Technology-based Intangible Assets

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

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

(In thousands) 2026 Change

2 unchanged sentences

Amortization of acquired technology-based intangible assets $ 43,322 $ (3,877) $ 47,199 $ 131,730 $ (9,916) $ 141,646

Amortization of acquired technology-based intangible assets decreased during the three months ended December 31, 2025 by $3.0 million as compared to the same period in the prior fiscal year.

This was primarily due to a reduction in amortization related to technology-based intangible assets from previous acquisitions becoming fully amortized.

Amortization of acquired technology-based intangible assets decreased during the six months ended December 31, 2025 by $6.0 million as compared to the same period in the prior fiscal year.

This was primarily due to a reduction in amortization related to technology-based intangible assets from previous acquisitions becoming fully amortized.

Amortization of acquired technology-based intangible assets decreased during the three months ended March 31, 2026 by $3.9 million as compared to the same period in the prior fiscal year.

This was primarily due to a reduction in amortization related to technology-based intangible assets from previous acquisitions becoming fully amortized and a reduction in amortization related to the proposed divestiture of the Vertica business.

Amortization of acquired technology-based intangible assets decreased during the nine months ended March 31, 2026 by $9.9 million as compared to the same period in the prior fiscal year.

Operating Expenses

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

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

(In thousands) 2026 Change

2 unchanged sentences

Research and development $ 171,166 $ (26,167) $ 197,333 $ 498,603 $ (70,150) $ 568,753

$ 158,309 $ (22,418) $ 180,727 $ 327,437 $ (43,983) $ 371,420

Sales and marketing 282,624 22,522 260,102 827,674 47,761 779,913

287,995 14,066 273,929 545,050 25,239 519,811

General and administrative 108,667 (7,051) 115,718 324,541 2,737 321,804

15 unchanged sentences

Three Months Ended

December 31, 2025 and 2024

March 31, 2026 and 2025

Change between

Six Months Ended

December 31, 2025 and 2024

Nine Months Ended

March 31, 2026 and 2025

(In thousands)

7 unchanged sentences

Total change in research and development expenses $ (26,167) $ (70,150)

Research and development expenses decreased by $22.4 million during the three months ended December 31, 2025 as compared to the same period in the prior fiscal year, primarily from restructuring and other cost savings initiatives.

Payroll and payroll-related benefits, which is comprised of salaries, benefits and variable short-term incentives, decreased by $16.3 million, facility-related expenses decreased by $3.1 million and share-based compensation expense decreased by $2.8 million.

Research and development expenses decreased by $26.2 million during the three months ended March 31, 2026 as compared to the same period in the prior fiscal year, primarily from restructuring and other cost savings initiatives.

Payroll and payroll-related benefits, which is comprised of salaries, benefits and variable short-term incentives, decreased by $20.2 million, share-based compensation expense decreased by $2.7 million and contract labour and consulting decreased by $1.5 million.

Overall, our research and development expenses, as a percentage of total revenues, decreased to 13% from 16% in the same period in the prior fiscal year.

Research and development expenses decreased by $44.0 million during the six months ended December 31, 2025 as compared to the same period in the prior fiscal year, primarily from restructuring and other cost savings initiatives.

Research and development expenses decreased by $70.2 million during the nine months ended March 31, 2026 as compared to the same period in the prior fiscal year, primarily from restructuring and other cost savings initiatives.

Payroll and payroll-related benefits, which is comprised of salaries, benefits and variable short-term incentives, decreased by $49.7 million, share-based compensation expense decreased by $10.1 million, contract labour and consulting decreased by $5.3 million, and facility-related expenses decreased by $3.9 million.

Overall, our research and development expenses, as a percentage of total revenues, decreased to 13% from 15% in the same period in the prior fiscal year.

Our research and development labour resources decreased by 341 employees, from 7,401 employees at December 31, 2024 to 7,060 employees at December 31, 2025.

Our research and development labour resources decreased by 759 employees, from 7,372 employees at March 31, 2025 to 6,613 employees at March 31, 2026.

Sales and marketing expenses consist primarily of personnel expenses and costs associated with advertising, marketing events and trade shows.

1 unchanged sentence

Three Months Ended

December 31, 2025 and 2024

March 31, 2026 and 2025

Change between

Six Months Ended

December 31, 2025 and 2024

Nine Months Ended

March 31, 2026 and 2025

(In thousands) increase (decrease) increase (decrease)

7 unchanged sentences

Credit loss expense

(1,531) (1,767)

Other miscellaneous (1,826) (4,132)

Total change in sales and marketing expenses $ 22,522 $ 47,761

Sales and marketing expenses increased by $14.1 million during the three months ended December 31, 2025 as compared to the same period in the prior fiscal year, primarily from higher sales and marketing headcount.

Payroll and payroll-related benefits, which is comprised of salaries, benefits and variable short-term incentives, increased by $18.7 million and commissions increased by $5.9 million partially offset by decreases in share-based compensation expense of $3.4 million, and facility-related expenses of $2.7 million.

Sales and marketing expenses increased by $22.5 million during the three months ended March 31, 2026 as compared to the same period in the prior fiscal year, primarily from higher sales and marketing headcount.

Payroll and payroll-related benefits, which is comprised of salaries, benefits and variable short-term incentives, increased by $16.1 million, commissions increased by $8.1 million and travel and communication expenses increased by $2.7 million, partially offset by decreases in facility-related expenses of $1.9 million and other miscellaneous costs of $1.8 million.

Overall, our sales and marketing expenses, as a percentage of total revenues, increased to 22% compared to 21% for the same period in the prior fiscal year.

Sales and marketing expenses increased by $25.2 million during the six months ended December 31, 2025 as compared to the same period in the prior fiscal year, primarily from higher sales and marketing headcount.

Payroll and payroll-related benefits, which is comprised of salaries, benefits and variable short-term incentives, increased by $29.8 million, commissions increased by $8.2 million and travel and communication expenses increased by $3.0 million.

Sales and marketing expenses increased by $47.8 million during the nine months ended March 31, 2026 as compared to the same period in the prior fiscal year, primarily from higher sales and marketing headcount.

Payroll and payroll-related benefits, which is comprised of salaries, benefits and variable short-term incentives, increased by $45.9 million, commissions

increased by $16.3 million and travel and communication expenses increased by $5.7 million.

These increases were partially offset by decreases in share-based compensation expense of $5.9 million, and facility-related expenses of $5.0 million.

Overall, our sales and marketing expenses, as a percentage of total revenues, increased to 21% compared to 20% in the same period in the prior fiscal year.

Our sales and marketing labour resources increased by 139 employees, from 4,038 employees at December 31, 2024 to 4,177 employees at December 31, 2025.

Our sales and marketing labour resources increased by 25 employees, from 4,034 employees at March 31, 2025 to 4,059 employees at March 31, 2026.

General and administrative expenses consist primarily of payroll and payroll related benefits expenses, related overhead, audit fees, other professional fees, contract labour and consulting expenses and public company costs.

1 unchanged sentence

Three Months Ended

December 31, 2025 and 2024

March 31, 2026 and 2025

Change between

Six Months Ended

December 31, 2025 and 2024

Nine Months Ended

March 31, 2026 and 2025

(In thousands) increase (decrease) increase (decrease)

6 unchanged sentences

Total change in general and administrative expenses $ (7,051) $ 2,737

General and administrative expenses increased by $10.8 million during the three months ended December 31, 2025 as compared to the same period in the prior fiscal year.

The increase was primarily due to increased contract labour and consulting expenses of $7.4 million and facility-related expenses of $6.3 million, partially offset by decreases in travel and communication expenses of $1.4 million and share-based compensation of $1.2 million.

Overall, general and administrative expenses, as a percentage of total revenues, increased to 8% compared to 7% for the same period in the prior fiscal year.

General and administrative expenses increased by $9.8 million during the six months ended December 31, 2025 as compared to the same period in the prior fiscal year.

General and administrative expenses decreased by $7.1 million during the three months ended March 31, 2026 as compared to the same period in the prior fiscal year.

Payroll and payroll-related benefits, which is comprised of salaries, benefits and variable short-term incentive decreased by $5.6 million and other miscellaneous costs, which include professional fees such as legal, audit and tax related expenses, decreased by $3.7 million, partially offset by increased contract labour and consulting expenses of $2.1 million.

Overall, general and administrative expenses, as a percentage of total revenues, decreased to 8% compared to 9% for the same period in the prior fiscal year.

General and administrative expenses increased by $2.7 million during the nine months ended March 31, 2026 as compared to the same period in the prior fiscal year.

Contract labour and consulting expenses increased by $13.6 million and facility-related expenses increased by $9.8 million.

These increases were partially offset by decreases in payroll and payroll-related benefits, which is comprised of salaries, benefits and variable short-term incentives of $6.4 million, share-based

compensation of $4.6 million and travel and communication expenses of $1.7 million.

These increases were partially offset by decreases in payroll and payroll-related benefits, which is comprised of salaries, benefits and variable short-term incentives of $12.0 million, share-based compensation of $3.9 million and travel and communication expenses of $2.1 million.

Overall, general and administrative expenses, as a percentage of total revenues, remained stable at 8%, compared to the same period in the prior fiscal year.

Our general and administrative labour resources decreased by 299 employees, from 3,083 employees at December 31, 2024 to 2,784 employees at December 31, 2025.

Our general and administrative labour resources decreased by 308 employees, from 3,007 employees at March 31, 2025 to 2,699 employees at March 31, 2026.

Depreciation expenses:

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

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

(In thousands) 2026 Change

2 unchanged sentences

Depreciation $ 34,311 $ 1,837 $ 32,474 $ 105,499 $ 8,975 $ 96,524

Depreciation expenses increased during the three months ended December 31, 2025 by $3.4 million as compared to the same period in the prior fiscal year.

Depreciation expenses, as a percentage of total revenue, increased for the three months ended December 31, 2025 to approximately 3% as compared to 2% for the same period in the prior fiscal year.

Depreciation expenses increased during the six months ended December 31, 2025 by $7.1 million compared to the same period in the prior fiscal year.

Depreciation expenses, as a percentage of total revenue, increased for the six months ended December 31, 2025 to 3% as compared to 2% or the same period in the prior fiscal year.

Depreciation expenses increased during the three months ended March 31, 2026 by $1.8 million as compared to the same period in the prior fiscal year.

Depreciation expenses, as a percentage of total revenue, remained stable for the three months ended March 31, 2026 at 3% as compared to the same period in the prior fiscal year.

Depreciation expenses increased during the nine months ended March 31, 2026 by $9.0 million compared to the same period in the prior fiscal year.

Depreciation expenses, as a percentage of total revenue, remained stable for the nine months ended March 31, 2026 at 3% as compared to the same period in the prior fiscal year.

Amortization of acquired customer-based intangible assets:

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

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

(In thousands) 2026 Change

2 unchanged sentences

Amortization of acquired customer-based intangible assets $ 65,408 $ (14,275) $ 79,683 $ 223,614 $ (18,621) $ 242,235

Amortization of acquired customer-based intangible assets decreased during the three months ended December 31, 2025 by $2.4 million, as compared to the same period in the prior fiscal year.

This was primarily due to a reduction in amortization related to customer-based intangible assets from previous acquisitions becoming fully amortized.

Amortization of acquired customer-based intangible assets decreased during the six months ended December 31, 2025 by $4.3 million, as compared to the same period in the prior fiscal year.

This was primarily due to a reduction in amortization related to customer-based intangible assets from previous acquisitions becoming fully amortized.

Amortization of acquired customer-based intangible assets decreased during the three months ended March 31, 2026 by $14.3 million, as compared to the same period in the prior fiscal year.

This was primarily due to a reduction in amortization related to customer-based intangible assets from previous acquisitions becoming fully amortized and a reduction in amortization related to the proposed divestiture of the Vertica business.

Amortization of acquired customer-based intangible assets decreased during the nine months ended March 31, 2026 by $18.6 million, as compared to the same period in the prior fiscal year.

Special charges (recoveries):

3 unchanged sentences

In certain limited situations, if the planned activity does not need to be implemented, or an expense lower than anticipated is paid out, we record a recovery of the originally recorded expense to Special charges (recoveries).

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

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

(In thousands) 2026 Change

2 unchanged sentences

Special charges (recoveries) $ 73,884 $ 70,030 $ 3,854 $ 114,141 $ 47,913 $ 66,228

Special charges (recoveries) increased by $4.9 million during the three months ended December 31, 2025, as compared to the same period in the prior fiscal year.

This was primarily due to an increase in divestiture costs of $3.0 million and an increase in restructuring costs related to Business Optimization initiatives, of $1.9 million, as compared to the same period in the prior fiscal year.

Special charges (recoveries) decreased by $22.1 million during the six months ended December 31, 2025 as compared to the same period in the prior fiscal year.

This was due to a decrease in restructuring costs of $26.0 million primarily related to the timing of Business Optimization initiatives, partially offset by an increase in other miscellaneous charges of $4.7 million, as compared to the same period in the prior fiscal year.

Special charges (recoveries) increased by $70.0 million during the three months ended March 31, 2026, as compared to the same period in the prior fiscal year.

This was primarily due to an increase in restructuring costs related to Business Optimization initiatives of $58.3 million and an increase in divestiture costs of $9.7 million, as compared to the same period in the prior fiscal year.

Special charges (recoveries) increased by $47.9 million during the nine months ended March 31, 2026 as compared to the same period in the prior fiscal year.

This was primarily due to an increase in restructuring costs of $31.6 million primarily related to the timing of Business Optimization initiatives, an increase in divestiture costs of $9.5 million and an increase in other miscellaneous charges of $6.6 million, as compared to the same period in the prior fiscal year.

For more details on Special charges (recoveries), see Note 16 “Special Charges (Recoveries)” to our Condensed Consolidated Financial Statements.

1 unchanged sentence

The components of other income (expense), net were as follows:

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

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

(In thousands) 2026 Change

6 unchanged sentences

14,513 24,349 (9,836) 25,262 14,484 10,778

Realized losses on derivatives

not designated as hedges (2)

— 10,380 (10,380) — 10,380 (10,380)

OpenText share in net income (loss) of equity investees (3)

16 (1,628) 1,644 7,649 4,012 3,637

Adjustment to gain on AMC Divestiture (3)

Gain on divestitures (4)

64,311 64,311 — 64,311 68,486 (4,175)

Loss on debt extinguishment (5)

(5,301) (5,301) — (5,301) (5,301) —

Other miscellaneous income (expense) (476) (739) 263 1,005 374 631

1 unchanged sentence

__________________________

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

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

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

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

(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” to our Condensed Consolidated Financial Statements 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 prepayments of $163.0 million of the Acquisition Term Loan in Fiscal 2026.

Interest and Other Related Expense, Net

Interest and other related expense, net is primarily comprised of interest paid and accrued on our debt facilities, offset by interest income earned on our cash and cash equivalents.

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

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

(In thousands) 2026 Change

13 unchanged sentences

We operate in several tax jurisdictions and are exposed to various foreign tax rates.

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

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

(In thousands) 2026 Change

3 unchanged sentences

$ 34,282 $ 23,440 $ 10,842 $ 120,815 $ 57,197 $ 63,618

The Company’s effective tax rate for the three and six months ended December 31, 2025 were 22.0% and 21.6%, respectively.

The Company’s effective tax rate for the three and six months ended December 31, 2024 were 18.1% and 14.4%, respectively.

The effective tax rate increased year over year primarily related to reduced releases in unrecognized tax benefits in the three and six months ended December 31, 2025 as compared to the three and six months ended December 31, 2024.

The Company’s effective tax rates for the three and nine months ended March 31, 2026 were 16.6% and 19.9%, respectively.

The Company’s effective tax rates for the three and nine months ended March 31, 2025 were 10.5% and 13.5%, respectively.

The effective tax rate increased year over year primarily related to reduced releases in unrecognized tax benefits,

and a reduction in research and development credits in the three and nine months ended March 31, 2026 as compared to the three and nine months ended March 31, 2025.

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.

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

For information on certain potential tax contingencies, including the Canada Revenue Agency (CRA) matter, see Note 12 “Guarantees and Contingencies” and Note 13 “Income Taxes” to our Condensed Consolidated Financial Statements, as well as Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for Fiscal 2025.

35 unchanged sentences

Reconciliation of selected GAAP-based measures to Non-GAAP-based measures

for the three months ended December 31, 2025

for the three months ended March 31, 2026

(In thousands, except for per share data)

Three Months Ended December 31, 2025

Three Months Ended March 31, 2026

GAAP-based Measures GAAP-based Measures

41 unchanged sentences

(8) Reconciliation of GAAP-based net income to Non-GAAP-based net income:

Three Months Ended December 31, 2025

Three Months Ended March 31, 2026

Per share diluted

11 unchanged sentences

Reconciliation of Adjusted EBITDA

Three Months Ended December 31, 2025

Three Months Ended March 31, 2026

GAAP-based net income, attributable to OpenText

11 unchanged sentences

Reconciliation of Free Cash Flows

Three Months Ended December 31, 2025

Three Months Ended March 31, 2026

GAAP-based cash flows provided by operating activities $ 354,593

2 unchanged sentences

Reconciliation of selected GAAP-based measures to Non-GAAP-based measures

for the three months ended December 31, 2024

for the three months ended March 31, 2025

(In thousands, except for per share data)

Three Months Ended December 31, 2024

Three Months Ended March 31, 2025

GAAP-based Measures GAAP-based Measures

41 unchanged sentences

(8) Reconciliation of GAAP-based net income to Non-GAAP-based net income:

Three Months Ended December 31, 2024

Three Months Ended March 31, 2025

Per share diluted

11 unchanged sentences

Reconciliation of Adjusted EBITDA

Three Months Ended December 31, 2024

Three Months Ended March 31, 2025

GAAP-based net income, attributable to OpenText

11 unchanged sentences

Reconciliation of Free Cash Flows

Three Months Ended December 31, 2024

Three Months Ended March 31, 2025

GAAP-based cash flows provided by operating activities $ 402,241

2 unchanged sentences

Reconciliation of selected GAAP-based measures to Non-GAAP-based measures

for the six months ended December 31, 2025

for the nine months ended March 31, 2026

(In thousands, except for per share data)

Six Months Ended December 31, 2025

Nine Months Ended March 31, 2026

GAAP-based Measures GAAP-based Measures

41 unchanged sentences

(8) Reconciliation of GAAP-based net income to Non-GAAP-based net income:

Six Months Ended December 31, 2025

Nine Months Ended March 31, 2026

Per share diluted

11 unchanged sentences

Reconciliation of Adjusted EBITDA

Six Months Ended December 31, 2025

Nine Months Ended March 31, 2026

GAAP-based net income, attributable to OpenText

11 unchanged sentences

Reconciliation of Free Cash Flows

Six Months Ended December 31, 2025

Nine Months Ended March 31, 2026

GAAP-based cash flows provided by operating activities $ 821,015

2 unchanged sentences

Reconciliation of selected GAAP-based measures to Non-GAAP-based measures

for the six months ended December 31, 2024

for the nine months ended March 31, 2025

(In thousands, except for per share data)

Six Months Ended December 31, 2024

Nine Months Ended March 31, 2025

GAAP-based Measures GAAP-based Measures

41 unchanged sentences

(8) Reconciliation of GAAP-based net income to Non-GAAP-based net income:

Six Months Ended December 31, 2024

Nine Months Ended March 31, 2025

Per share diluted

11 unchanged sentences

Reconciliation of Adjusted EBITDA

Six Months Ended December 31, 2024

Nine Months Ended March 31, 2025

GAAP-based net income, attributable to OpenText

11 unchanged sentences

Reconciliation of Free Cash Flows

Six Months Ended December 31, 2024

Nine Months Ended March 31, 2025

GAAP-based cash flows provided by operating activities $ 672,427

4 unchanged sentences

(In thousands)

As of December 31, 2025 Change

As of March 31, 2026 Change

increase (decrease) As of June 30, 2025

5 unchanged sentences

(1) Restricted cash is classified under the Prepaid expenses and other current assets and Other assets line items on the Condensed Consolidated Balance Sheets (see Note 7 “Prepaid Expenses and Other Assets” to our Condensed Consolidated Financial Statements for more details).

Six Months Ended December 31,

Nine Months Ended March 31,

(In thousands)

2 unchanged sentences

$ 821,015 $ 148,588 $ 672,427

Cash used in investing activities

Cash provided by (used in) investing activities

28,047 147,470 (119,423)

7 unchanged sentences

Cash flows from operating activitie s

Cash flows from operating activities increased by $196.2 million during the six months ended December 31, 2025, as compared to the same period in the prior fiscal year principally related to an increase in net changes from working capital of $190.7 million primarily from the one-time tax payments made in the prior year related to the AMC Divestiture, and an increase in net income after the impact of non-cash items of $5.5 million.

During the second quarter of Fiscal 2026 we had a days sales outstanding (DSO) of 45 days, as compared to our DSO of 43 days during the second quarter of Fiscal 2025.

The per day impact of our DSO in the second quarter of Fiscal 2026 and Fiscal 2025 on our cash flows was $14.7 million and $14.8 million, respectively.

Cash flows from operating activities increased by $148.6 million during the nine months ended March 31, 2026, as compared to the same period in the prior fiscal year principally related to an increase in net changes from working capital of $121.2 million primarily from the one-time tax payments made in the prior year related to the AMC Divestiture, and an increase in net income after the impact of non-cash items of $27.3 million.

During the third quarter of Fiscal 2026 we had a days sales outstanding (DSO) of 45 days, as compared to our DSO of 43 days during the third quarter of Fiscal 2025.

The per day impact of our DSO in the third quarter of Fiscal 2026 and Fiscal 2025 on our cash flows was $14.1 million and $13.9 million, respectively.

In arriving at DSO, we exclude contract assets as these assets do not provide an unconditional right to the related consideration from the customer.

1 unchanged sentence

Cash flows from investing activities are primarily on account of acquisitions and additions of property and equipment.

Cash flows used in investing activities increased by $0.4 million during the six months ended December 31, 2025, as compared to the same period in the prior fiscal year primarily due to an increase of $12.1 million, which includes additions for property and equipment of $5.2 million and a decrease in proceeds from other investing activities of $6.9 million, offset by a payment of $11.7 million made in the prior year related to working capital net settlement on the AMC Divestiture.

Cash flows provided by investing activities increased by $147.5 million during the nine months ended March 31, 2026, as compared to the same period in the prior fiscal year, primarily due to cash consideration received from the eDOCS divestiture during Fiscal 2026 of $162.9 million, a payment of $11.7 million made in the prior year related to working capital net settlement on the AMC Divestiture and a payment of $10.4 million related to the termination of certain of our outstanding 5-year EUR/USD cross currency swaps in the prior year, partially offset by increased additions for property and equipment of $26.5 million and a decrease in proceeds from other investing activities of $11.0 million.

Cash flows from financing activities

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These inflows are typically offset by scheduled and non-scheduled repayments of our long-term debt financing and, when applicable, the payment of dividends and/or repurchases of our Common Shares.

Cash flows used in financing activities decreased by $64.3 million during the six months ended December 31, 2025 as compared to the same period in the prior fiscal year.

Cash flows used in financing activities increased by $188.7 million during the nine months ended March 31, 2026 as compared to the same period in the prior fiscal year.

This is primarily due to the net impact of the following activities:

(i) $60.8 million related to the a decrease in cash used in the repurchases of Common Shares and treasury stock;

(ii) $23.8 million related to higher proceeds from the issuance of Common Shares for the exercise of options and the ESPP.

The decreases in cash flows used in financing activities above were partially offset by the following increase:

(iii) $21.9 million due to a net change in TSA obligations driven by cash collections on behalf of Rocket Software related to certain transition services performed by the Company related to the AMC Divestiture.

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

(i) $163.0 million increases in prepayments of long-term debt, and

(ii) $67.8 million related to a net increase in cash used in the repurchases of Common Shares and treasury stock.

The increases in cash flows used in financing activities above were partially offset by the following decreases:

(i) $23.5 million related to higher proceeds from the issuance of Common Shares upon the exercise of options under the ESPP, and

(ii) $16.6 million net change in TSA obligations driven by cash collections on behalf of Rocket Software related to certain transition services performed by the Company related to the AMC Divestiture.

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

Cash Dividends

During the three and six months ended December 31, 2025, we declared and paid cash dividends of $0.275 and $0.55 per Common Share, respectively, in the aggregate amount of $68.5 million and $136.7 million, respectively (three and six months ended December 31, 2024—$0.2625 and $0.525 per Common Share, respectively, in the aggregate amount of $68.3 million and $137.4 million, respectively).

During the three and nine months ended March 31, 2026, we declared and paid cash dividends of $0.275 and $0.825 per Common Share, respectively, in the aggregate amount of $66.3 million and $203.0 million, respectively (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).

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

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Our long-term debt and credit facilities consist of senior notes, a term loan facility, and a revolving credit facility, as described below and further detailed in Note 9 “Long-Term Debt” to our Condensed Consolidated Financial Statements.

As of December 31, 2025, we had senior debt outstanding, with maturities starting in 2027 and extending through 2031, with a total carrying value of $4.3 billion.

As of March 31, 2026, we had senior debt outstanding, with maturities starting in 2027 and extending through 2031, with a total carrying value of $4.3 billion.

The senior notes bear interest at rates between 3.875% and 6.90%, in each case payable semi-annually in arrears.

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

As of December 31, 2025, the balance outstanding under the Acquisition Term Loan was $2.167 billion.

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.

See Note 24 “Subsequent Events” for more details.

See Note 17 “Acquisitions and Divestitures” to our Condensed Consolidated Financial Statements for more details on the eDOCS divestiture.

On December 19, 2023, we amended our $750 million committed revolving credit facility (the Revolver) to, among other things, extend the Revolver’s maturity date to December 19, 2028.

There were no outstanding borrowings under the Revolver as of December 31, 2025.

There were no outstanding borrowings under the Revolver as of March 31, 2026.

Borrowings under the Revolver are secured by a first charge over substantially all of our assets, on a pari passu basis with the Acquisition Term Loan and our senior secured notes due 2027.

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On December 12, 2025, we filed a universal shelf registration statement on Form S-3 with the SEC, which became effective automatically (the Shelf Registration Statement).

The Shelf Registration Statement allows for primary and secondary offerings from time to time of equity, debt and other securities, including Common Shares, Preference Shares, debt securities, depositary shares, warrants, purchase contracts, units and subscription receipts.

The Shelf Registration Statement allows for primary and secondary offerings from time to time of equity, debt and other securities, including Common Shares, Preference Shares, debt securities,

depositary shares, warrants, purchase contracts, units and subscription receipts.

As the Company qualifies as a “well-known seasoned issuer” in Canada, a short-form base shelf prospectus qualifying the distribution of such securities was concurrently filed with Canadian securities regulators on December 12, 2025.

The type of securities and the specific terms thereof will be

determined at the time of any offering and will be described in the applicable prospectus supplement to be filed separately with the SEC and Canadian securities regulators.

The type of securities and the specific terms thereof will be determined at the time of any offering and will be described in the applicable prospectus supplement to be filed separately with the SEC and Canadian securities regulators.

Share Repurchase Plan / Normal Course Issuer Bid

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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 TSX (as part of a Fiscal 2026 NCIB, defined below), the NASDAQ and/or alternative trading systems in Canada and/or the United States, if eligible, subject to applicable law and stock exchange rules (the Fiscal 2026 Repurchase Plan) The price that we are authorized to pay for Common Shares in open market transactions is the market price at the time of purchase or such other price as is permitted by applicable law or stock exchange rules.

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 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.

The Fiscal 2026 Repurchase Plan will be effected in accordance with Rule 10b-18 under the Exchange Act and includes a normal course issuer bid to provide means to execute purchases over the TSX.

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

Under the terms of the ASPP, the Company’s broker is be permitted to make purchases at its sole discretion based on parameters set by the Company in accordance with TSX rules, applicable law and the terms of the ASPP, during periods when the Company would ordinarily not be permitted to make purchases, whether due to regulatory restriction or customary self-imposed blackout periods.

Under the terms of the ASPP, the Company’s broker is permitted to make purchases at its sole discretion based on parameters set by the Company in accordance with TSX rules, applicable law and the terms of the ASPP, during periods when the Company would ordinarily not be permitted to make purchases, whether due to regulatory restriction or customary self-imposed blackout periods.

Outside of such periods, Common Shares can be purchased based on management’s discretion, in compliance with TSX rules and applicable law.

All purchases of Common Shares made under the ASPP are be included in determining the number of Common Shares purchased under the NCIB.

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

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

All purchases of Common Shares made under the ASPP are included in determining the number of Common Shares purchased under the NCIB.

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).

Normal Course Issuer Bid

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Commitments and Contractual Obligations

As of December 31, 2025, we have entered into the following contractual obligations with minimum payments for the indicated fiscal periods as follows:

As of March 31, 2026, we have entered into the following contractual obligations with minimum payments for the indicated fiscal periods as follows:

Payments due between

(In thousands)

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

Refer to Note 12 “Guarantees and Contingencies” to our Condensed Consolidated Financial Statements for more details.

See Note 12 “Guarantees and Contingencies” to our Condensed Consolidated Financial Statements for more details.

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).

Refer to Note 12 “Guarantees and Contingencies” to our Condensed Consolidated Financial Statements for more details.

See Note 12 “Guarantees and Contingencies” to our Condensed Consolidated Financial Statements for more details.

Contingencies

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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.

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 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 CRA issued notices of reassessment in respect of Fiscal 2017 through Fiscal 2021 on a basis consistent with its proposal to reduce the available depreciable basis of assets in Canada.

We filed notices of objection regarding the reassessments.

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.

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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.

Refer to Note 12 “Guarantees and Contingencies” to our Condensed Consolidated Financial Statements for more details.

See Note 12 “Guarantees and Contingencies” to our Condensed Consolidated Financial Statements for more details.

Off-Balance Sheet Arrangements

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis