What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2026-08-06 compared with 2025-08-07 · 33 added, 48 removed, 151 unchanged (35% of the section changed)

13 unchanged sentences

Issuer Purchases of Equity Securities

Share Repurchase Plan

On April 30, 2024, the Board authorized a share repurchase plan (the Fiscal 2024 Repurchase Plan), pursuant to which we were authorized to purchase for cancellation, in open market transactions from time to time over the 12 month period commencing on May 7, 2024 until May 6, 2025, up to an aggregate of $250 million of our Common Shares on the NASDAQ, the TSX (as part of a Fiscal 2024 NCIB, defined below) and/or other exchanges and alternative trading systems in Canada and/or the United States, if eligible, subject to applicable law and stock exchange rules.

The price that we were authorized to pay for Common Shares in open market transactions was the market price at the time of purchase or such other price as was permitted by applicable law or stock exchange rules.

On July 31, 2024, in order to align our share repurchase plan to our fiscal year, the Board approved the early termination of the Fiscal 2024 Repurchase Plan and authorized a new share repurchase plan (the Fiscal 2025 Repurchase Plan), pursuant to which we were authorized to purchase for cancellation in open market transactions, from time to time over the 12-month period commencing on August 7, 2024 until August 6, 2025, if considered advisable, up to an aggregate of $300 million of our Common Shares on the TSX, the NASDAQ and/or alternative trading systems in Canada and/or the United States, if eligible, subject to applicable law and stock exchange rules.

On March 13, 2025, the Company increased the authorized limit of the Fiscal 2025 Repurchase Plan by $150 million to $450 million and established an automatic share purchase plan (ASPP).

The Fiscal 2025 Repurchase Plan was effected in accordance with Rule 10b-18 under the Exchange Act, and included a normal course issuer bid to provide means to execute purchases over the TSX.

Under the terms of the ASPP, the Company’s broker was 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 included in determining the number of Common Shares purchased under the NCIB.

Tab le of C ontents

During the year ended June 30, 2025, we repurchased and cancelled 14,524,664 Common Shares for $418.3 million, inclusive of 2% Canadian excise taxes recorded, under the Fiscal 2025 Repurchase Plan.

On August 6, 2025, the Company renewed its share repurchase plan, pursuant to which we may purchase for cancellation in open market transactions, from time to time over the 12 month period commencing on August 12, 2025 until August 11, 2026, if considered advisable, up to an aggregate of $300 million of its 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).

On August 6, 2025, the Company renewed its share repurchase plan, pursuant to which we were authorized to purchase for cancellation, over the 12-month period commencing on August 12, 2025 until August 11, 2026, up to an aggregate of $300 million of our Common Shares 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 U.S.

(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 Fiscal 2026 Repurchase Plan included a normal course issuer bid (the Fiscal 2026 NCIB) to provide means to execute purchases over the TSX.

During the year ended June 30, 2026, we repurchased and cancelled 14,761,123 Common Shares for $415.7 million, inclusive of 2% Canadian excise taxes recorded, under the Fiscal 2025 and Fiscal 2026 Repurchase Plans.

The Fiscal 2025 Repurchase Plan, pursuant to which we were authorized to purchase for cancellation up to an aggregate of $450 million of our Common Shares, expired on August 6, 2025.

In August 2026, 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, 2026 until August 11, 2027, if considered advisable, up to a maximum of 10% of the public float of its Common Shares (calculated in accordance with TSX rules) on the TSX (as part of a Fiscal 2027 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 2027 Repurchase Plan).

The price that we are authorized to pay for Common Shares in open market transactions is the market price at the time of purchase or such other price as is permitted by applicable law or stock exchange rules.

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

Normal Course Issuer Bid

On April 30, 2024, the Company established a Normal Course Issuer Bid (the Fiscal 2024 NCIB) in order to provide it with a means to execute purchases over the TSX as part of the overall Fiscal 2024 Repurchase Plan.

The TSX approved the Company’s notice of intention to commence the Fiscal 2024 NCIB, pursuant to which the Company could purchase Common Shares over the TSX for the period commencing on May 7, 2024 until May 6, 2025 in accordance with the TSX's normal course issuer bid rules, including that such purchases be made at prevailing market prices or as otherwise permitted.

Under the rules of the TSX, the maximum number of Common Shares that could have been purchased in this period was 13,643,472 (representing 5% of the Company’s issued and outstanding Common Shares as of April 26, 2024), and the maximum number of Common Shares that could have been purchased on a single day was 138,175 Common Shares, which is 25% of 552,700 (the average daily trading volume for the Common Shares on the TSX for the six months ended March 31, 2024), subject to certain exceptions for block purchases, and subject in any case to the volume and other limitations under Rule 10b-18.

On July 31, 2024, the Company voluntarily terminated the Fiscal 2024 NCIB and established a new normal course issuer bid (the Fiscal 2025 NCIB) in order to provide it with a means to execute purchases over the TSX as part of the overall Fiscal 2025 Repurchase Plan.

The TSX approved the Company’s notice of intention to commence the Fiscal 2025 NCIB, pursuant to which the Company could purchase Common Shares over the TSX for the period commencing on August 7, 2024 until August 6, 2025 in accordance with the TSX's normal course issuer bid rules, including that such purchases were to be made at prevailing market prices or as otherwise permitted.

Under the rules of the TSX, the maximum number of Common Shares that could have been purchased in this period was 21,179,064 (representing 10% of the Company’s public float (calculated in accordance with TSX rules) as of July 24, 2024, less the 5,073,913 Common Shares purchased under the Fiscal 2024 Repurchase Plan), and the maximum number of Common Shares that could have been purchased on a single day was 138,175 Common Shares, which was 25% of 552,700 (the average daily trading volume for the Common Shares on the TSX for the six months ended March 31, 2024), subject to certain exceptions for block purchases, and subject in any case to the volume and other limitations under Rule 10b-18.

On August 6, 2025, the Company renewed its normal course issuer bid (the “NCIB”) in order to provide it with a means to execute purchases over the TSX as part of the overall Fiscal 2026 Repurchase Plan.

The TSX approved the Company’s notice of intention to commence the Fiscal 2026 NCIB, pursuant to which the

Company may purchase Common Shares over the TSX for the period commencing on August 12, 2025 until August 11, 2026 in accordance with the TSX's normal course issuer bid rules, including that such purchases be made at prevailing market prices or as otherwise permitted.

The Fiscal 2027 Repurchase Plan will be effected in accordance with Rule 10b-18 under the Exchange Act and includes a normal course issuer bid (the Fiscal 2027 NCIB) to provide means to execute purchases over the TSX.

The TSX approved the Company’s notice of intention to commence the Fiscal 2027 NCIB.

Under the rules of the TSX, the maximum number of Common Shares that may be purchased in this period is 23,846,439 (representing 10% of the Company’s public float calculated in accordance with TSX rules) as of July 31, 2026, and the maximum number of Common Shares that can be purchased on a single day is 447,218 Common Shares, which was 25% of 1,788,872 (calculated in accordance with TSX rules based on the average daily trading volume for the Common Shares on the TSX for the six months ended July 31, 2026), subject to certain exceptions for block purchases, and subject in any case to the volume and other limitations under Rule 10b-18

Further, as part of the NCIB renewal, the Company has established an ASPP with its broker to facilitate repurchases of the Common Shares.

Tab le of C ontents

under the Exchange Act.

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 .

Stock Purchases

During the three months ended June 30, 2026, we made the following repurchases under the Fiscal 2026 Repurchase Plan:

Period Total Number of Shares (or Units) Purchased

Average Price Paid per Share (or Unit) (1)

Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs

Maximum Number of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs (2)

Period Total Number of Shares (or Units) Purchased Average Price Paid per Share (or Unit) (1)

Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs (2)

April 1, 2026 through April 30, 2026

— $ — — 11,538,456

May 1, 2026 through May 31, 2026

51,500 23.18 51,500 11,486,956

June 1, 2026 through June 30, 2026

484,400 21.96 484,400 11,002,556

Total 535,900 $ 22.08 535,900 11,002,556 (3)

2 unchanged sentences

See Note 13 “Equity and Share-based Compensation” for more details.

(2) On July 31, 2024, the Board authorized a share repurchase plan pursuant to which we could purchase for cancellation in open market transactions, from time to time over the 12-month period commencing on August 7, 2024 until August 6, 2025, if considered advisable, up to an aggregate of $300 million of our Common Shares.

On March 13, 2025, the Company increased the authorized limit of such share repurchase plan by $150 million to $450 million.

The share repurchase plan was subject to an aggregate limit of 21,179,064 Common Shares.

(2) 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 February 10, 2026, we increased the authorized limit of such share repurchase plan by $200 million to $500 million.

The share repurchase plan authorized in Fiscal 2026 is subject to an aggregate limit of 24,906,456.

(3) Excludes 2,166,500 Common Shares repurchased for issuance to our employees under the LTIP that are included as part of the aggregate limit of 24,906,456 Common Shares in accordance with TSX rules.

8 unchanged sentences

The graph lines merely connect measurement dates and do not reflect fluctuations between those dates.

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The chart below provides information with respect to the value of $100 invested on June 30, 2021, in our Common Shares as well as in the other Indices, assuming dividend reinvestment when applicable:

June 30, 2022

Open Text Corporation $ 100.00 $ 75.93 $ 85.83 $ 63.78 $ 64.27 $ 50.69

1 unchanged sentence

NASDAQ Composite Index $ 100.00 $ 76.57 $ 96.59 $ 125.19 $ 144.81 $ 187.50

$ 100.00 $ 146.90 $ 136.21 $ 146.54 $ 158.96 $ 201.62

S&P/TSX Composite Index $ 100.00 $ 92.72 $ 99.75 $ 108.21 $ 137.26 $ 174.99

$ 100.00 $ 137.10 $ 96.11 $ 125.09 $ 157.08 $ 199.73

To the extent that this Annual Report on Form 10-K has been or will be specifically incorporated by reference into any filing by us under the Securities Act or the Exchange Act, the foregoing “Stock Performance Graph and Cumulative Total Return” shall not be deemed to be “soliciting materials” or to be so incorporated, unless specifically otherwise provided in any such filing.

8 unchanged sentences

Beginning in calendar year 2012, the Canada Revenue Agency has introduced new rules requiring residents of any country with which Canada has a tax treaty to certify that they reside in that country and are eligible to have Canadian non-resident tax withheld on the payment of dividends at the tax treaty rate.

Registered shareholders should have completed the Declaration of Eligibility for Benefits (Reduced Tax) under a Tax Treaty for a Non-Resident Person and returned it to our transfer agent, Computershare Investor Services Inc.

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Registered shareholders

should have completed the Declaration of Eligibility for Benefits (Reduced Tax) under a Tax Treaty for a Non-Resident Person and returned it to our transfer agent, Computershare Investor Services Inc.

United States Tax Matters

3 unchanged sentences

holder” is a beneficial owner of Common Shares that holds such shares as capital assets under the U.S.

Internal Revenue Code of 1986, as amended (the Code), and is a citizen or resident of the United States and not of Canada, a corporation organized under the laws of the United States or any political subdivision thereof, or a person that is otherwise subject to U.S.

Internal Revenue Code of 1986, as amended (the Code), and is a citizen or resident of the U.S.

and not of Canada, a corporation organized under the laws of the U.S.

or any political subdivision thereof, or a person that is otherwise subject to U.S.

federal income tax on a net income basis in respect of Common Shares.

20 unchanged sentences

S corporations;

The discussion is based upon the provisions of the Code, the Treasury regulations promulgated thereunder, the Convention Between the United States and Canada with Respect to Taxes on Income and Capital, together with related Protocols and Competent Authority Agreements (the Convention), the administrative practices published by the U.S.

The discussion is based upon the provisions of the Code, the Treasury regulations promulgated thereunder, the Convention Between the U.S.

and Canada with Respect to Taxes on Income and Capital, together with related Protocols and Competent Authority Agreements (the Convention), the administrative practices published by the U.S.

Internal Revenue Service (IRS) and U.S.

27 unchanged sentences

In the case of all other U.S.

holders, the application of these requirements to the Canadian tax on dividends is uncertain and we have not determined whether these requirements have been met.

holders, the application of these requirements to the Canadian tax on dividends is uncertain and we have not determined whether these

requirements have been met.

If the Canadian dividend tax is not a creditable tax for a U.S.

7 unchanged sentences

holder elects to deduct rather than credit all foreign income taxes for the relevant taxable year.

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For purposes of determining a U.S.

holder’s U.S.

foreign tax credit limitation, dividends paid by the Company generally will be treated as “passive category” income from sources outside the United States.

However, if the Company were to be treated as a United States-owned foreign corporation for any year, the portion of the dividends paid in that year that is attributable to the Company’s United States-source earnings and profits may be re-characterized as United States-source income for foreign tax credit purposes.

A United States-owned foreign corporation is any foreign corporation when 50% or more of the value or voting power of its stock is owned by United States persons (directly, indirectly or by attribution).

foreign tax credit limitation, dividends paid by the Company generally will be treated as “passive category” income from sources outside the U.S.

However, if the Company were to be treated as a U.S.-owned foreign corporation for any year, the portion of the dividends paid in that year that is attributable to the Company’s U.S.-source earnings and profits may be re-characterized as U.S.-source income for foreign tax credit purposes.

A U.S.-owned foreign corporation is any foreign corporation when 50% or more of the value or voting power of its stock is owned by U.S.

persons (directly, indirectly or by attribution).

The Company does not expect to calculate its earnings and profits under U.S.

federal income tax principles.

Therefore, the effect of this rule may cause dividends paid by the Company to be treated as entirely from sources within the United States.

Therefore, the effect of this rule may cause dividends paid by the Company to be treated as entirely from sources within the U.S.

This could limit a U.S.

30 unchanged sentences

holder to a refund, provided that certain required information is timely furnished to the IRS.

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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-K

Item 5. Market for Registrant’s Common Equity