What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-08-06 compared with 2025-08-07 · 348 added, 326 removed, 1075 unchanged (39% of the section changed)

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Securities Exchange Act of 1934, as amended (the Exchange Act), and Section 27A of the U.S.

Securities Act of 1933, as amended (the Securitie s Act ), and is subject to the safe harbors created by those sections.

Securities Act of 1933, as amended (the Securities Act), and is subject to the safe harbors created by those sections.

All statements other than statements of historical facts are statements that could be deemed forward-looking statements.

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(i) our focus in the fiscal years beginning July 1, 2026 and ending June 30, 2027 (Fiscal 2027) and July 1, 2027 and ending June 30, 2028 (Fiscal 2028) on growth in earnings and cash flows;

(ii) creating value through investments in broader Information Management capabilities;

(ii) creating value through investments in broader data management capabilities;

(iii) our future business plans and operations, strategic goals and business planning process, including the Company’s business optimization plan announced in July 2024 (the Business Optimization Plan) and the potential redeployment of capital from non-core assets to enhance focus on our core data management business as clients increasingly adopt AI and support long-term shareholder returns;

(iv) business trends;

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(vi) the Company’s presence in the cloud and in growth markets;

(vii) product and solution developments, enhancements and releases, the timing thereof and the customers targeted;

(vii) product and solution developments, enhancements and releases, the timing thereof and the clients targeted;

(viii) the Company’s financial condition, results of operations and earnings;

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(x) declaration of quarterly dividends;

(xi) future tax rates, including UK and Canada’s newly enacted global minimum tax act;

(xi) future tax rates;

(xii) the changing regulatory environment;

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(xxi) potential legal and/or regulatory proceedings;

(xxii) acquisitions and their expected impact, including our ability to realize the benefits expected from the acquisitions and to successfully integrate the assets we acquire or utilize such assets to their full capacity, including in connection with the acquisition of Micro Focus International Limited, formerly Micro Focus International plc, and its subsidiaries (Micro Focus) (see Note 19 “Acquisitions and Divestitures” to our Consolidated Financial Statements for more details);

(xxii) acquisitions and their expected impact, including our ability to realize the benefits expected from the acquisitions and to successfully integrate the assets we acquire or utilize such assets to their full capacity (see Note 19 “Acquisitions and Divestitures” to our Consolidated Financial Statements for more details);

(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 and Middle East conflicts and other geopolitical disputes on our business;(xxv) expected costs of the restructuring and Business Optimization Plan;

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

(xvii) integration of Micro Focus, resulting synergies and timing thereof;

(xxviii) divestitures and their expected impact, including in connection with the completed divestiture of the Application, Modernization and Connectivity (AMC) business (the AMC Divestiture) and the accompanying transition services agreement (TSA) (see Note 19 “Acquisitions and Divestitures” to our Consolidated Financial Statements for more details);

(xxix) the implementation of or changes to global tariff regimes or other trade policies and the resulting uncertainty to the macroeconomic environment;

(xxx) the expected impact of our share repurchase plan on our overall strategic capital allocation;

and (xxxi) other matters.

(xxvii) divestitures and their expected impact (see Note 19 “Acquisitions and Divestitures” to our Consolidated Financial Statements for more details);

(xxviii) the implementation of or changes to global tariff regimes or other trade policies and the resulting uncertainty to the macroeconomic environment;

(xxix) the expected impact of our share repurchase plan on our overall strategic capital allocation;

and (xxx) other matters.

In addition, any statements or information that refer to expectations, beliefs, plans, projections, objectives, performance or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking, and based on our current expectations, forecasts and projections about the operating environment, economies and markets in which we operate.

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(iii) the stability of general political, economic and market conditions;

(iv) our ability to manage inflation, including increased labour costs associated with attracting and retaining employees, and higher interest rates;

(iv) our ability to manage inflation, including increased labour costs associated with attracting and retaining employees, and volatile interest rates;

(v) our continued ability to manage certain foreign currency risk through hedging;

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(viii) our continued ability to avoid infringing third-party intellectual property rights;

(ix) increased attention from shareholders, governments, customers and other key relationships regarding our corporate citizenship practices and increased regulatory scrutiny of such practices and related disclosures could impact our business activities, financial performance and reputation;

and (x) our ability to successfully implement our restructuring plans.

and (ix) our ability to successfully implement our restructuring plans.

Management’s estimates, beliefs and assumptions are inherently subject to significant business, economic, competitive and other uncertainties and contingencies regarding future events and, as such, are subject to change.

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Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements.

The risks and uncertainties that may affect forward-looking statements include,

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but are not limited to:

The risks and uncertainties that may affect forward-looking statements include, but are not limited to:

(i) our inability to realize successfully any anticipated synergy benefits from acquisitions;

(ii) the actual and potential impacts of the use of cash and incurrence of indebtedness, including the granting of security interests related to such debt;

(iii) the change in scope and size of our operations as a result of acquisitions or divestitures;

(iii) the change in scope and size of our operations as a result of acquisitions or divestitures and risks relating to any such acquisitions or divestitures and the impact of divestitures on our remaining business, including the divestiture of eDOCS and the divestiture of Vertica;

(iv) the uncertainty around expectations related to the business prospects from potential acquisitions;

(v) integration of acquisitions and related restructuring efforts, including the quantum of restructuring charges and the timing thereof;

(vi) the possibility that we may be unable to successfully integrate the assets we acquire or fail to utilize such assets to their full capacity and not realize the benefits we expect from our acquired portfolios and businesses, (vii) the potential for the incurrence of or assumption of debt in connection with acquisitions, its impact on future operations and on the ratings or outlooks of rating agencies on our outstanding debt securities, and the possibility of not being able to generate sufficient cash to service all indebtedness;

(vii) the potential for the incurrence of or assumption of debt in connection with acquisitions, its impact on future operations and on the ratings or outlooks of rating agencies on our outstanding debt securities, the possibility of not being able to generate sufficient cash to service all indebtedness, and our ability to reduce our outstanding debt;

(viii) the possibility that the Company may be unable to meet its future reporting requirements under the Exchange Act, and the rules promulgated thereunder, or applicable Canadian securities regulation;

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(x) fluctuations in currency exchange rates (including as a result of the impact of any policy changes resulting from trade and tariff disputes) and the impact of mark-to-market valuation relating to associated derivatives;

(xi) delays in the purchasing decisions of the Company’s customers;

(xi) delays in the purchasing decisions of the Company’s clients;

(xii) competition the Company faces in its industry and/or marketplace;

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(xv) the possibility of technical, logistical or planning issues in connection with the deployment of the Company’s products or services;

(xvi) the continuous commitment of the Company’s customers;

(xvi) the continuous commitment of the Company’s clients;

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

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(xx) inability to raise capital at all or on not unfavourable terms in the future;

(xxi) downward pressure on our share price and dilutive effect of future sales or issuances of equity securities (including in connection with future acquisitions);

(xxii) potential changes in ratings or outlooks of rating agencies on our outstanding debt securities;

and (xxiii) risks related to divestitures and the impact of such divestitures on our remaining business.

(xxi) downward pressure on our share price and the dilutive effect of future sales or issuances of equity securities (including in connection with future acquisitions);

and (xxii) potential changes in ratings or outlooks of rating agencies on our outstanding debt securities.

Other factors that may affect forward-looking statements include, but are not limited to:

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(vii) the Company’s growth and other profitability prospects;

(viii) the estimated size and growth prospects of the Information Management market;

(ix) the Company’s competitive position in the Information Management market and its ability to take advantage of future opportunities in this market;

(x) the benefits of the Company’s products and services to be realized by customers;

(xi) the demand for the Company’s products and services and the extent of deployment of the Company’s products and services in the Information Management marketplace;

(viii) the estimated size and growth prospects of the data management market;

(ix) the Company’s competitive position in the data management market and its ability to take advantage of future opportunities in this market;

(x) the benefits of the Company’s products and services to be realized by clients;

(xi) the demand for the Company’s products and services and the extent of deployment of the Company’s products and services in the data management marketplace;

(xii) the Company’s financial condition and capital requirements;

(xiii) system or network failures or information security, cybersecurity or other data breaches in connection with the Company’s offerings or the information technology systems used by the Company generally, the risk of which may be increased during times of natural disaster or pandemic due to remote working arrangements;

(xiv) failure to achieve any corporate citizenship-related targets we set;

(xv) failure to attract and retain key personnel to develop and effectively manage the Company’s business;

and (xvi) the ability of the Company’s subsidiaries to make distributions to the Company.

(xiv) the integration of AI and other machine learning into some of our products, systems or solutions;

(xv) failure to achieve any corporate citizenship-related targets we set;

(xvi) failure to attract and retain key personnel to develop and effectively manage the Company’s business;

(xvii) the ability of the Company’s subsidiaries to make distributions to the Company and (xviii) increased attention from shareholders, governments, clients and other key relationships regarding our corporate citizenship practices and increased regulatory scrutiny of such practices and related disclosures, which could impact our business activities, financial performance and reputation.

Readers should carefully review Part I, Item 1A “Risk Factors” and other documents we file from time to time with the Securities and Exchange Commission (SEC) and other securities regulators.

A number of factors may materially affect our business, financial condition, operating results and prospects.

A number of factors may

materially affect our business, financial condition, operating results and prospects.

These factors include but are not limited to those set forth in Part I, Item 1A “Risk Factors” and elsewhere in this Annual Report on Form 10-K.

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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 Consolidated Financial Statements and the accompanying Notes to our Consolidated Financial Statements under Part II, Item 8 of this Annual Report on Form 10-K.

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All dollar and percentage comparisons made herein refer to the year ended June 30, 2026 compared with the year ended June 30, 2025, unless otherwise noted.

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Executive Overview

At OpenText, we believe information and knowledge make business and people better.

We are an Information Management company that provides software and services that empower digital businesses of all sizes to become more intelligent, connected, secure and responsible.

Our innovations maximize the strategic benefits of data and content for our customers, strengthening their productivity, growth and competitive advantage.

Our comprehensive Information Management platform and services provide secure and scalable solutions for global companies, small and medium-sized businesses (SMBs), governments and consumers around the world.

We have a complete and integrated portfolio of Information Management solutions delivered at scale in the OpenText Cloud, helping organizations master modern work, automate application delivery and modernization, and optimize their digital supply chains.

To do this, we bring together our Content Cloud, Cybersecurity Cloud, DevOps Cloud, Business Network Cloud, Observability and Service Management Cloud and Analytics Cloud.

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.

We are fundamentally integrated into the parts of our customers’ businesses that matter, so they can securely manage the complexity of information flow end to end.

Through automation and AI, we connect, synthesize and deliver information where it is needed to drive new efficiencies, experiences and insights.

We make information more valuable by connecting it to digital business processes, enriching it with analytics, protecting and securing it throughout its entire lifecycle, and leveraging it to create engaging experiences for employees, suppliers, developers, partners, and customers.

Our solutions range from connecting large digital supply chains to managing HR processes to driving better IT service management in manufacturing, retail and financial services.

Our solutions also enable organizations and consumers to secure their information so that they can collaborate with confidence, stay ahead of the regulatory technology curve, identify threats on any endpoint or across their networks, enable privacy, leverage eDiscovery and digital forensics to defensibly investigate and collect evidence, and ensure business continuity in the event of a security incident.

Incorporated in 1991, OpenText is a leading provider of data management for enterprise AI.

We are Canadian in our roots and global in our reach.

We provide the secure data foundation in the AI stack, the trusted context that makes credible AI outcomes possible.

We give clients the choice to transform and operate at their best:

deployment on-premise or in the cloud, with the type of cloud they need, public, private or sovereign, and to integrate with any enterprise-grade language model.

We operate across the private, public, and highly regulated sectors including retail, financial services, government, manufacturing, healthcare, energy, and logistics.

As enterprise adoption of AI continues to evolve, organizations increasingly require trusted, governed enterprise data to deploy AI effectively.

OpenText’s products and solutions build on the Company’s longstanding data management capabilities to help clients meet those evolving requirements.

Our products and solutions are a critical layer in the AI stack that connect enterprise data to AI for trusted outcomes.

OpenText’s data management products and solutions manage and govern the creation, capture, use, analysis, and lifecycle of structured and unstructured enterprise data.

We help organizations manage and integrate their data, unlocking its value for trusted AI results, while meeting privacy and compliance requirements, so clients can move confidently from AI experimentation to enterprise-scale AI adoption.

To accelerate agentic AI and business transformation, OpenText enables clients to deploy in the cloud of their choice, with the AI model that best meets business, security, and regulatory obligations.

Our AI-first solutions are available across a combination of private, public and sovereign cloud, managed cloud services, API and on-premise environments.

This deployment flexibility enables organizations to operate across hybrid and multi-cloud environments while meeting operational, security, and regulatory obligations.

By supporting clients wherever they are in their AI journey, we aim to build long-term, high-value client relationships.

Our investments in research and development (R&D) drive ongoing innovation in AI, cloud, and cybersecurity, seeking to increase the value of our offerings to our existing and prospective client base, which includes global enterprises, small and medium-sized businesses (SMBs), regulated industries, governments, and other clients around the world.

Our initial public offering was on the NASDAQ in 1996 and we were subsequently listed on the Toronto Stock Exchange (TSX) in 1998.

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

As of June 30, 2025, we employed a total of approximately 21,400 individuals.

Of the total 21,400 individuals we employed as of June 30, 2025, approximately 7,100 or 33% are in the Americas, 4,700 or 22% are in EMEA and 9,600 or 45% 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.

As of June 30, 2026, we had approximately 19,900 employees, of which approximately 6,900 or 35% are in the Americas, 4,600 or 23% are in EMEA and 8,400 or 42% 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 clients.

See “Results of Operations” below for our definitions of geographic regions.

Fiscal 2026 Summary:

During Fiscal 2025, we saw the following activity as compared to Fiscal 2024, which includes the results of the AMC Business prior to the completion of the AMC Divestiture on May 1, 2024, which has an impact on period-over-period comparisons.

See “Divestiture of AMC Business” under “Results of Operations”, below for more details:

• Total revenue was $5,168.4 million, down 10.4% compared to the prior fiscal year;

down 10.4% after factoring in the unfavourable impact of $2.8 million of foreign exchange rate changes.

• Total annual recurring revenue, which we define as the sum of cloud services and subscriptions revenue and customer support revenue, was $4,190.5 million, down 7.6% compared to the prior fiscal year;

down 7.5% after factoring in the unfavourable impact of $4.3 million of foreign exchange rate changes.

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

• Total revenue was $5,246.4 million, up 1.5% compared to the prior fiscal year;

down 0.5% after excluding the favourable impact of $136.0 million of foreign currency exchange rates and adjusting for the impact of revenues divested from the eDOCS and Vertica businesses.

Total revenue was up as increases in the Content, Business Network, ADM and ITOM product categories were offset by decreases in the Cybersecurity (Enterprise), Cybersecurity (SMB & Consumer), 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 $4,246.0 million, up 1.3% compared to the prior fiscal year;

down 1.2% after excluding the favourable impact of $105.7 million of foreign exchange rate changes.

• Cloud services and subscriptions revenue was $1,958.6 million, up 5.5% compared to the prior fiscal year;

up 2.1% after factoring in the unfavourable impact of $1.5 million of foreign exchange rate changes.

up 3.4% after excluding the favourable impact of $39.1 million of foreign exchange rate changes.

• GAAP-based gross margin was 73.7% compared to 72.3% in the prior fiscal year.

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• Non-GAAP-based net income attributable to OpenText was $1,101.7 million compared to $1,007.8 million in the prior fiscal year.

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• GAAP-based earnings per share (EPS), diluted, was $2.58 compared to $1.65 in the prior fiscal year.

• Non-GAAP-based EPS, diluted, was $4.42 compared to $3.82 in the prior fiscal year.

• Adjusted EBITDA (as defined below), a non-GAAP measure, was $1,784.5 million compared to $1,970.2 million in the prior fiscal year.

• Operating cash flow was $830.6 million for the year ended June 30, 2025, compared to $967.7 million in the prior fiscal year, down 14.2%.

• Adjusted EBITDA, a non-GAAP measure, was $1,903.2 million compared to $1,784.5 million in the prior fiscal year.

• Operating cash flow was $1,006.8 million for the year ended June 30, 2026, compared to $830.6 million in the prior fiscal year, up 21.2%.

• Free cash flow was $807.5 million for the year ended June 30, 2026, compared to $687.4 million in the prior fiscal year, up $120.1 million.

• Cash and cash equivalents were $956.0 million as of June 30, 2026, compared to $1,156.5 million as of June 30, 2025.

• Enterprise cloud bookings were $946.7 million for the year ended June 30, 2026, compared to $772.5 million for the year ended June 30, 2025.

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

• During the year ended June 30, 2025, we repurchased and canceled 14,524,664 Common Shares for $418.3 million, inclusive of 2% Canadian excise taxes recorded (year ended June 30, 2024 and 2023— 5,073,913 and nil Common Shares for $152.3 million and nil, respectively).

• During the year ended June 30, 2026, we repurchased and canceled 14,761,123 Common Shares for $415.7 million, inclusive of 2% Canadian excise taxes recorded (year ended June 30, 2025 and 2024— 14,524,664 and 5,073,913 Common Shares for $418.3 million and $152.3 million, respectively).

• During the year ended June 30, 2026, we declared and paid cash dividends of $1.10 per Common Share in the aggregate amount of $268.4 million, an increase of 5% compared to the prior fiscal year (year ended June 30, 2025 and 2024—$1.05 and $1.00 per Common Share, respectively, in the aggregate amount of $271.5 million and $267.4 million, respectively).

For the year ended June 30, 2026, we achieved all of our Fiscal 2026 outlook metrics as reported on May 7, 2026, other than Free Cash Flow due to the timing associated with receipt of payments at the end of the period.

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

See “Acquisitions” below for the impact of acquisitions on the period-to-period comparability of results.

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

Acquisition of Micro Focus

On January 31, 2023, we acquired all of the issued and to be issued share capital of Micro Focus for a total purchase price of $6.2 billion, inclusive of Micro Focus’ cash and repayment of Micro Focus’ outstanding indebtedness.

See Note 19 “Acquisitions and Divestitures” to our Consolidated Financial Statements for more details.

Divestiture of AMC Business

On May 1, 2024, the Company completed the AMC Divestiture for $2.275 billion in cash before taxes, fees and other adjustments.

Working capital adjustments were finalized during Fiscal 2025 which resulted in a payment of $11.7 million to Rocket Software, and a decrease to the gain on the AMC Divestiture by $4.2 million.

For Fiscal 2024, the results of the AMC business from July 1, 2023 through April 30, 2024 were recorded and presented within our Consolidated Financial Statements.

See Note 19 “Acquisitions and Divestitures” to our Consolidated Financial Statements for more details.

Other Acquisitions

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.

On August 23, 2023, we acquired all of the equity interest in KineMatik Ltd.

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The results of Pillr are not considered to be material to our business.

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

(Rocket Software) for $2.275 billion in cash before taxes, fees and other adjustments (the AMC Divestiture).

Working capital adjustments were finalized during Fiscal 2025 which resulted in a payment of $11.7 million to Rocket Software, and a decrease to the gain on the AMC Divestiture by $4.2 million.

For Fiscal 2024, the results of the AMC business from July 1, 2023 through April 30, 2024 were recorded and presented within our Consolidated Financial Statements.

See Note 19 “Acquisitions and Divestitures” to our Consolidated Financial Statements for more details.

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

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

See Note 19 “Acquisitions and Divestitures” to our Consolidated Financial Statements for more information.

On May 11, 2026, the Company completed the divestiture of Vertica, a part of its Analytics product category, to Rocket Software Inc.

(Rocket Software) for $150.0 million in cash, before taxes, fees and other adjustments.

The Company used the proceeds from the transaction to prepay $150.0 million of the outstanding debt.

See Note 19 “Acquisitions and Divestitures” to our Consolidated Financial Statements for more information.

Impacts of Geopolitical Conflicts and Diplomatic Tensions

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We have ceased all direct business in Russia and Belarus.

We continue to operate our Israeli-based business and support our employees in the region.

While our operations within these locations are not material and we do not expect these geopolitical conflicts to have a material adverse effect on our overall business, results of operations or financial condition, it is not possible to predict the broader consequences or broader expansion of these conflicts, including adverse effects on the global economy, on our business and operations as well as those of our customers, partners and third-party service providers.

While our operations within these locations are not material and we do not expect these geopolitical conflicts to have a material adverse effect on our overall business, results of operations or financial condition, it is not possible to predict the broader consequences or broader expansion of these conflicts, including adverse effects on the global economy, on our business and operations as well as those of our clients, partners and third-party service providers.

For more information, see Part I, Item 1A “Risk Factors” included in this Annual Report on Form 10-K.

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As of August 6, 2026, the Company’s full year Fiscal 2027 outlook is as follows:

Fiscal 2026 Growth

Total revenues 1% to 2%

Total cloud services and subscriptions revenues

Adjusted EBITDA Margin 50 bps to 100 bps

Free Cash Flows

Enterprise Cloud Bookings 12% to 16%

Metrics Fiscal 2027

Total revenues (as reported) ( in millions) (1)

$5,135 to $5,185

Total revenues growth from Content, Business Network, ITOM, and Cybersecurity (Enterprise) product categories in constant currency (Non-GAAP) (2)

Total cloud services and subscriptions revenues growth from Content, Business Network, ITOM, and Cybersecurity (Enterprise) product categories in constant currency (Non-GAAP) (3)

Adjusted EBITDA Margin (Non-GAAP) 32% to 33%

Free Cash Flows (Non-GAAP) ( in millions)

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(1) Total revenues (as reported) includes the expected unfavourable foreign currency impact of approximately $30 million in Fiscal 2027.

(2) Total revenues growth from Content, Business Network, ITOM, and Cybersecurity (Enterprise) product categories in constant currency excludes the expected unfavourable foreign currency impact of approximately $25 million in Fiscal 2027.

Divestitures did not impact these product categories.

(3) Total cloud services and subscriptions revenues growth from Content, Business Network, ITOM, and Cybersecurity (Enterprise) product categories in constant currency excludes the expected unfavourable foreign currency impact of approximately $5 million in Fiscal 2027.

Divestitures did not impact these product categories.

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

The Company does not present a reconciliation of the forward-looking non-GAAP financial measure, Adjusted EBITDA (as defined below), to the most directly comparable GAAP financial measure because it is impractical to forecast certain items without unreasonable efforts due to the uncertainty and inherent difficulty of predicting, within a reasonable range, the occurrence and financial impact of and the periods in which such items may be recognized.

In addition, we intend to continue our strong capital allocation program with our quarterly dividend and renewed share repurchase program.

Divestitures and foreign currency exchange rate fluctuations can affect the comparability of our financial results between periods, particularly with respect to revenues.

We believe setting Fiscal 2027 outlook metrics in constant currency and excluding divested revenues enhances transparency and facilitates meaningful period-to-period comparisons of our underlying performance.

See “Impact on Revenues of Divested Businesses and Foreign Currency” (under “Result of Operations”) for additional information.

Furthermore, during the fourth quarter of Fiscal 2026, we launched an end-to-end enterprise assessment to identify actions to lay the foundation for our multi-year plan to grow shareholder value.

This assessment focuses on a number of areas including our go-to-market strategy, portfolio composition and differentiation, sales and marketing enablement, our talent and culture, and execution model.

We intend to complete this enterprise assessment in early Fiscal 2027 and, as a result, our outlook metrics by product categories, or other items, may be adjusted to align to changes as a result of the enterprise assessment.

See “Risk Factors” included in Item 1A of this Annual Report on Form 10-K.

In addition, we intend to continue our strong capital allocation prog ram with our quarterly dividend and renewed share repurchase program.

See Note 26 “Subsequent Events” to the Consolidated Financial Statements included in this Annual Report on Form 10-K.

Strategic Priorities

We believe our strategic priorities position us well to create both near and long-term shareholder value through organic and inorganic growth, greater capital efficiency and improved profitability.

As an organization, we are focused on our three strategic priorities:

• Expanding our competitive advantage:

We believe we are well positioned in our key markets to increase our competitive AI-first advantage through our product cycle and leading with Business AI, Business Clouds and Business Security.

We are committed to continuous innovation and invest in our business to increase the value of our offerings to our existing customer base and new customers, which includes Global 10,000 companies (G10K), SMBs and consumers.

The G10K are the world’s largest companies, ranked by estimated total revenues, as well as the world's largest governments and global organizations.

More valuable products, coupled with our established global partner program, lead to greater distribution and cross-selling opportunities which further help us to achieve organic growth.

Over the last three fiscal years, we have invested a cumulative total of $2.28 billion in R&D or 14.8% of cumulative revenue for that three-year period.

With our innovation roadmap delivered, we believe we have fortified our support for customer choice:

private cloud, public cloud, off-cloud, and API cloud.

Looking ahead, innovation continues to move to the cloud.

Businesses rely on a mix of public and private clouds, managed services, and off-cloud options.

We’re modernizing our infrastructure and building on our OpenText Cloud investments to meet customers where they are.

Our cloud-native applications, combined with public cloud partners and managed services, provide secure, scalable solutions.

With multi-tenant SaaS and embedded AI across our portfolio—including Titanium X—we aim to deliver greater flexibility, productivity, and choice.

• Total revenue growth:

We are committed to total revenue growth through organic initiatives, innovation and acquisitions.

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We believe in a programmatic approach to growth through tuck-in acquisitions or when they align with our strategic priorities.

We expect to carry out programmatic divestitures, when that is the best opportunity to monetize long-term returns for mature products.

We will remain flexible and allocate our capital accordingly to the highest return scenario.

We regularly evaluate such opportunities within the Information Management market and at any time may be in various stages of discussions with respect to such opportunities.

This strategy will often align to how we assess which of our products are performing compared to outperforming in growth and our capital allocation revenue growth expectations.

• Achieving Operational Excellence:

We focus on driving margin and earnings expansion, free cash flow growth, and capital return.

We focus on expanding profitability so as to drive cash flow growth, which helps fuel our innovation and capital allocation priorities.

As previously announced, our Business Optimization Plan was designed to support strategic initiatives, integration and simplification efforts following the Micro Focus acquisition, AMC Divestiture and AI-first innovation and growth plans.

We are a leading provider of secure data context for enterprise AI.

Our products and solutions portfolio provide the secure data foundation in the AI stack, the trusted context that makes credible AI outcomes possible.

Our strategy is centered around disciplined execution and capital allocation that we expect will return the business to organic and sustainable revenue growth on a constant currency basis.

For a discussion of our strategy and strategic pillars, see “Business — OpenText Strategy” included in Item 1 of this Annual Report on Form 10-K.

Additional Considerations

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 June 30, 2026, we have incurred $223.9 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.

On a combined basis, the expansion is expected to result in a total net reduction of approximately 2,000 positions.

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 has 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 70% of these savings during Fiscal 2025 and 2026, and expects to realize the remaining 30% in Fiscal 2027.

The entire Business Optimization Plan is expected to be substantially completed by the second quarter of Fiscal 2027.

See Part I, Item 1A, “Risk Factors” included within this Annual Report on Form 10-K for more details.

Additional Considerations

We conduct business globally and are subject to a complex and evolving international trade environment.

Recent trade tensions among major economies, including the United States, Canada, China, the European Union and others, have led to the dissolution of trade agreements, the imposition of tariffs and other restrictive measures.

These tariffs and other restrictive measures do not currently target software, services, intangibles or other digital services;

Recent trade tensions among major economies have led to the dissolution of trade agreements and the imposition of tariffs and other restrictive measures.

These tariffs and other restrictive measures do not currently target digital goods and services, including software, services, intangibles or other digital services;

however, we cannot predict future trade policy or tariffs, including whether such digital goods and services will be subject to any form of tariffs or other restrictions in the future, or the timing of any impacts thereof.

We also cannot predict the impact that such tariffs and other restrictive measures will have on the macroeconomic environment or our customers, which could adversely impact our business and our results of operations.

We will continue to closely monitor the potential impacts of inflation with respect to wages, services and goods, concerns regarding any potential recession, higher interest rates, potential increases or changes in global tariff policies and structures and other trade policies, financial market volatility, the Russia-Ukraine and Middle East conflicts and other geopolitical disputes on our business.

We also cannot predict the impact that such tariffs and other restrictive measures will have on the macroeconomic environment or our clients, which could adversely impact our business and our results of operations.

We will continue to closely monitor the potential impacts of changes in global tariff policies and structures and other trade policies, or related impacts on the global economy arising from the current geopolitical climate, such as inflation with respect to wages, services and goods, concerns regarding any potential recession, volatile interest rates, financial market volatility, or other impacts from the Russia-Ukraine and Middle East conflicts and other geopolitical disputes on our business.

See Part I, Item 1A, “Risk Factors” included within this Annual Report on Form 10-K.

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(iv) Income taxes.

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For a full discussion of all our accounting policies, see Note 2 “Accounting Policies and Recent Accounting Pronouncements” to the Consolidated Financial Statements included in this Annual Report on Form 10-K.

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In accordance with Accounting Standards Codification (ASC) Topic 606 “Revenue from Contracts with Customers” (Topic 606), we account for a customer contract when we obtain written approval, the contract is committed, the rights of the parties, including the payment terms, are identified, the contract has commercial substance and consideration is probable of collection.

Revenue is recognized when, or as, control of a promised product or service is transferred to our customers in an amount that reflects the consideration we expect to be entitled to in exchange for our products and services (at its transaction price).

Revenue is recognized when, or as, control of a promised product or service is transferred to our customers in an amount that reflects the consideration we expect to be

entitled to in exchange for our products and services (at its transaction price).

Estimates of variable consideration and the determination of whether to include estimated amounts in the transaction price are based on readily available information, which may include historical, current and forecasted information, taking into consideration the type of customer, the type of transaction and specific facts and circumstances of each arrangement.

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These services can be provided at the initiation of a contract, during the implementation or on an ongoing basis as part of the customer life cycle.

These services can be charged separately on a fixed fee or a time and materials basis, or the costs associated may be recovered as part of the ongoing cloud subscription or

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managed services fee.

These outsourced professional services are considered to be distinct from the ongoing hosting services and represent a separate performance obligation within our cloud subscriptions or managed services arrangements.

These services can be charged separately on a fixed fee or a time and materials basis, or the costs associated may be recovered as part of the ongoing cloud subscription or managed services fee.

These outsourced professional services are considered to be distinct from the ongoing hosting services and represent a separate

performance obligation within our cloud subscriptions or managed services arrangements.

The obligation to provide outsourced professional services is satisfied over time, with the customer simultaneously receiving and consuming the benefits as we satisfy our performance obligations.

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Customer support revenue

Customer support revenue is associated with perpetual, term license and off-cloud subscription arrangements.

Customer support revenue is associated with perpetual, term license and on-premise subscription arrangements.

As customer support is not critical to the customers’ ability to derive benefit from their right to use our software, customer support is considered a distinct performance obligation when sold together in a bundled arrangement along with the software.

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License revenue

Our license revenue can be broadly categorized as perpetual licenses, term licenses and subscription licenses, all of which are deployed on the customer’s premises (off-cloud).

Our license revenue can be broadly categorized as perpetual licenses, term licenses and subscription licenses, which are primarily deployed on the customer’s premises (on-premise).

Perpetual licenses :

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(i) the customer simultaneously receives and consumes the benefits as we perform them, (ii) our performance creates or enhances an asset the customer controls as we perform and (iii) our performance does not create an asset with an alternative use, and we have the enforceable right to payment.

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If all the above criteria are met, we use an input-based measure of progress for recognizing professional service revenue.

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We use the residual approach only for our license arrangements.

When the SSP is observable but contractual pricing does not fall within our established SSP range, then an adjustment is required, and we will allocate the transaction price between license and customer support based on the relative SSP established for the respective performance obligations.

is observable but contractual pricing does not fall within our established SSP range, then an adjustment is required, and we will allocate the transaction price between license and customer support based on the relative SSP established for the respective performance obligations.

When two or more contracts are entered into at or near the same time with the same customer, we evaluate the facts and circumstances associated with the negotiation of those contracts.

Where the contracts are negotiated as a package, we will account for them as a single arrangement and allocate the consideration for the combined contracts among the performance obligations accordingly.

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We believe there are significant assumptions, judgments and estimates involved in the accounting for revenue recognition as discussed above and these assumptions, judgments and estimates could impact the timing of when revenue is recognized and could have a material impact on our Consolidated Financial Statements.

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Our operations are analyzed by management and our chief operating decision maker (CODM) as being part of a single industry segment:

the design, development, marketing and sales of Information Management software and solutions.

the design, development, marketing and sales of data management software and solutions.

Therefore, our goodwill impairment assessment is based on the allocation of goodwill to a single reporting unit.

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Any excess of the purchase price over the estimated fair values of the identifiable net assets acquired is recorded as goodwill.

Although we believe the assumptions and estimates of fair value we have made in the past have been reasonable and appropriate, they are based in part on historical experience and information obtained from the management of the acquired companies and are inherently uncertain and subject to refinement.

management of the acquired companies and are inherently uncertain and subject to refinement.

Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates or actual results.

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We account for our uncertain tax provisions by using a two-step approach.

The first step is to evaluate the tax position for recognition by determining if the weight of the available evidence indicates it is more likely than not, based solely on the technical merits, that the position will be sustained on audit, including the resolution of related appeals or litigation processes, if

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The second step is to measure the appropriate amount of the benefit to recognize.

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

The comparability of our operating results for the years ended June 30, 2025, June 30, 2024 and June 30, 2023 were impacted by the Micro Focus Acquisition, the results of which were consolidated with those of OpenText beginning February 1, 2023, and the AMC Divestiture, the results of which were excluded from those of OpenText beginning May 1, 2024.

As such, consolidated operating results for the years ended June 30, 2023 and 2024 included five and twelve months, respectively, of Micro Focus operating results, which included five and ten months, respectively, of AMC business operating results.

Acquisition of Micro Focus

Our total revenues increased by $1,284.6 million across all of our product types in the year ended June 30, 2024, relative to the year ended June 30, 2023, primarily due to revenue contributions from the Micro Focus Acquisition, organic revenue growth, and a favourable impact of $40.5 million of foreign exchange rate changes.

The Micro Focus Acquisition contributed $2,210.7 million to our total revenues during the year ended June 30, 2024, of which $1,414.5 million related to customer support revenues and $477.4 million related to license revenues.

Micro Focus total revenues increased by $1,234.1 million during the year ended June 30, 2024 as compared to the same period in the prior fiscal year.

Total cost of revenues increased by $262.0 million in the year ended June 30, 2024, relative to the year ended June 30, 2023, primarily from cost of revenues of $589.4 million as a result of the Micro Focus Acquisition, an increase of $310.1 million as compared to the same period in the prior fiscal year.

Total operating expenses increased by $651.8 million in the year ended June 30, 2024, relative to the year ended June 30, 2023, primarily from operating expenses of $1,325.5 million as a result of the Micro Focus Acquisition, an increase of $564.1 million as compared to the same period in the prior fiscal year.

Micro Focus research and development, sales and marketing, and general and administrative expenses were $1,009.8 million in the year ended June 30, 2024, an increase of $459.4 million as compared to the same period in the prior fiscal year.

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The Micro Focus results described above include the results of the AMC business prior to the AMC Divestiture on May 1, 2024.

Divestiture of AMC Business

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.

The comparability of our operating results for the year ended June 30, 2025 as compared to the year ended June 30, 2024 was impacted by the divestiture of our AMC business, the results of which were excluded from those of OpenText beginning May 1, 2024.

As such, AMC business operating results through April 30, 2024 were included in the consolidated operating results for the year ended June 30, 2024, but were not included in the consolidated operating results for the year ended June 30, 2025.

Our total revenues decreased by $601.2 million, primarily across license and customer support product types, in the year ended June 30, 2025 relative to the year ended June 30, 2024, primarily due to the exclusion of revenue contributions from the AMC business, and after factoring the unfavourable impact of $2.8 million of foreign exchange rate changes.

The following table illustrates the revenues contributed by the AMC business during the year ended June 30, 2024.

(In thousands) Year Ended

June 30, 2024

The comparability of our operating results for the year ended June 30, 2026, as compared to the year ended June 30, 2025, was impacted by the divestitures of the eDOCS and Vertica businesses.

The Company’s consolidated results excluded the results of eDOCS beginning January 12, 2026, and the results of Vertica beginning May 11, 2026.

As such, consolidated operating results for the year ended June 30, 2026 include the operating results of the eDOCS and Vertica businesses up to their respective dates of divestiture and consolidated operating results for the years ended June 30, 2025 and 2024 include the full-year operating results for the eDOCS and Vertica businesses.

For more details on the Company’s divestitures, see Note 19 “Acquisitions and Divestitures,” to the Consolidated Financial Statements.

The comparability of our operating results for the year ended June 30, 2025, as compared to the year ended June 30, 2024, was impacted by the AMC Divestiture, the results of which were excluded from the Company’s consolidated results beginning May 1, 2024.

As such, AMC operating results through April 30, 2024, were included in the consolidated operating results for the year ended June 30, 2024, but were not included in the consolidated operating results for the year ended June 30, 2025.

The following tables illustrate the revenues contributed by the divested businesses during the years ended June 30, 2026, 2025 and 2024.

Year Ended June 30,

(In thousands) 2026 2025 2024

Cloud services and subscriptions $ 380 $ 828 $ 1,229

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Professional service and other 1,804 2,467 20,203

Total revenues $ 439,943

Transition Services Agreement

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

These transition service costs are reimbursable by Rocket Software.

For Fiscal 2025, we billed Rocket Software $31.6 million under the TSA.

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

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

Total divested revenues $ 82,341 $ 113,001 $ 553,703

Year Ended June 30,

(In thousands) 2026 2025 2024

Professional service and other cost of revenue $ 335 $ 123 $ —

Vertica $ 67,367 $ 83,673 $ 83,425

eDOCS 14,974 29,328 30,335

AMC — — 439,943

Total divested revenues $ 82,341 $ 113,001 $ 553,703

Transition Services Agreements

In connection with the eDOCS and Vertica divestitures, the Company entered into separate transition services agreements (TSAs) with NetDocuments and Rocket Software, respectively, pursuant to which the Company agreed to provide certain transition services for up to 12 months following the closing date for the eDOCS divestiture and up to 18 months following the closing date for the Vertica divestiture.

The costs of these transition services are reimbursable by NetDocuments and Rocket Software, respectively.

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.

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

T he 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 Consolidated Statements of Income.

Year Ended June 30,

(In thousands) 2026 2025 2024

Customer support cost of revenue $ 329 $ 1,352 $ 543

Professional service and other cost of revenue 173 335 123

Research and development 262 715 258

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Total $ 2,700 $ 31,604 $ 11,516

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Summary of Results of Operations

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

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(5) See “Use of Non-GAAP Financial Measures” (discussed later in this MD&A) for definitions and reconciliations of GAAP-based measures to Non-GAAP-based measures.

Impact on Revenues of Divested Businesses and Foreign Currency

Divestitures and foreign currency exchange rate fluctuations can affect the comparability of our financial results between periods, particularly with respect to Total revenues.

As a global company, changes in foreign currency exchange rates may have an impact on our reported results.

Generally, a weaker U.S.

Dollar relative to the currencies in which we conduct business has a favorable impact on our reported results, while a stronger U.S.

Dollar has an unfavorable impact.

We calculate our results adjusted for foreign currency fluctuations (constant currency) by translating current period results of our foreign subsidiaries into U.S.

dollars using the exchange rates in effect during the comparable prior period.

We believe disclosing the impacts of divestitures and foreign exchange rate fluctuations on Total revenues enhances transparency and facilitates meaningful period-to-period comparisons of our underlying performance.

The following tables show the impact of divested businesses and foreign currency on Total revenues for the years ended June 30, 2026 and 2025.

Year Ended June 30,

(In thousands) 2026 Impact of foreign exchange Change increase (decrease) excluding foreign exchange 2025

Total Revenues by Product Type:

Cloud services and subscriptions (1)

$ 1,958,174 $ 39,125 $ 63,403 $ 1,855,646

Customer support (1)

2,236,414 64,300 (88,166) 2,260,280

649,343 18,330 41,348 589,665

Professional service and other (1)

320,129 11,456 (41,140) 349,813

Divested revenues 82,341 2,747 (33,407) 113,001

Total revenues (as reported) $ 5,246,401 $ 135,958 $ (57,962) $ 5,168,405

% Total revenues growth (as reported) 1.5 % 2.6 % (1.1) %

% Total revenues growth excluding divestitures (Non-GAAP) 2.1 % 2.6 % (0.5) %

Total Revenues by Product Category:

Content $ 2,240,193 $ 72,919 $ 31,327 $ 2,135,947

Business Network 644,233 8,322 2,997 632,914

ITOM 454,358 15,627 (13,962) 452,693

Cybersecurity (Enterprise) 689,733 15,849 (18,385) 692,269

Cybersecurity (SMB & Consumer) 516,631 8,214 (35,019) 543,436

ADM 502,070 11,389 14,786 475,895

Analytics (2)

116,842 891 (6,299) 122,250

Analytics divested revenues 82,341 2,747 (33,407) 113,001

Total revenues $ 5,246,401 $ 135,958 $ (57,962) $ 5,168,405

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(1) Cloud services and subscriptions, Customer support, License and Professional service and other revenues amount excludes the impact of the Vertica and eDOCS divestitures, which is shown in Divested revenues.

(2) Analytics revenues excludes the impact of the Vertica and eDOCS divestitures, which is shown in Analytics divested revenues.

Year Ended June 30,

(In thousands) 2025 Impact of foreign exchange Change increase (decrease) excluding foreign exchange 2024

Total Revenues by Product Type:

Cloud services and subscriptions (1)

$ 1,855,646 $ (1,452) $ 37,803 $ 1,819,295

Customer support (1)

2,260,280 (2,861) (90,482) 2,353,623

589,665 447 (72,347) 661,565

Professional service and other (1)

349,813 1,046 (32,624) 381,391

Divested revenues 113,001 — (440,702) 553,703

Total revenues (as reported)

$ 5,168,405 $ (2,820) $ (598,352) $ 5,769,577

% Total revenues growth (10.4) % — % (10.4) %

% Total revenues growth excluding divestitures (Non-GAAP)

(3.1) % (0.1) % (3.0) %

Total Revenues by Product Category

Content $ 2,135,947 $ (395) $ 81,460 $ 2,054,882

Business Network 632,914 (913) (8,511) 642,338

ITOM 452,693 (184) (69,800) 522,677

Cybersecurity (Enterprise) 692,269 (1,419) (37,696) 731,384

Cybersecurity (SMB & Consumer) 543,436 632 (81,564) 624,368

475,895 (387) (15,787) 492,069

Analytics (3)

122,250 (154) (25,752) 148,156

ADM divested revenues — — (439,943) 439,943

Analytics divested revenues 113,001 — (759) 113,760

Total revenues $ 5,168,405 $ (2,820) $ (598,352) $ 5,769,577

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(1) Cloud services and subscriptions, Customer support, License and Professional service and other revenues amount excludes the impact of the Vertica and eDOCS divestitures for Fiscal 2025 and the AMC divestiture in Fiscal 2026, which is shown in Divested revenues.

(2) ADM revenues excludes the impact of the AMC divestiture for Fiscal 2024, which is shown in ADM divested revenues.

(3) Analytics revenues excludes the impact of the Vertica and eDOCS divestitures, which is shown in Analytics divested revenues.

Revenues, Cost of Revenues and Gross Margin by Product Type

1) Cloud Services and Subscriptions:

Cloud services and subscriptions revenues are from hosting arrangements where in connection with the licensing of software, the end user does not take possession of the software, as well as from end-to-end fully outsourced business-to-business integration solutions to our customers (collectively referred to as cloud arrangements).

The software application resides on our hardware or that of a third-party, and the customer accesses and uses the software on an as-needed basis via an identified line.

Cloud services and subscriptions revenues are from hosting arrangements where in connection with the licensing of software, the end user does not take possession of the software, as well as from end-to-end fully outsourced business-to-business integration solutions to our clients (collectively referred to as cloud arrangements).

The software application resides on our hardware or that of a third-party, and the client accesses and uses the software on an as-needed basis via an identified line.

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

Beginning with the quarter ended September 30, 2024, we have disclosed the cloud renewal rate on a net basis (cloud net renewal rate).

This rate includes increases and decreases in renewed contract values driven by product mix, volume and consumption, and changes for price adjustments relating to renewed contract values, which were not part of the historical calculation of the cloud renewal rate.

For the year ended June 30, 2025, our cloud net renewal rate, excluding the impact of Carbonite Inc.

and Zix Corporation, was 96%.

For the year ended June 30, 2026, our cloud net renewal rate (Cloud NRR), excluding the impact of Carbonite Inc.

and Zix Corporation, decreased to 94% from 96%, as compared to the year ended June 30, 2025.

Cloud net renewal rate measures the percentage of annual contract value retained from Enterprise cloud client 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 clients, 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 clients 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.

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Cloud services and subscriptions revenues increased by $102.1 million or 5.5% during the year ended June 30, 2026 as compared to the prior fiscal year;

up 2.1% after factoring in the unfavourable impact of $1.5 million of foreign exchange rate changes.

Geographically, the overall change was attributable to an increase in EMEA of $43.0 million, a decrease in Americas of $5.3 million, and a decrease in Asia Pacific of $1.7 million.

up 3.4% after excluding the favourable impact of $39.1 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 (SMB & Consumer), Cybersecurity (Enterprise) and Analytics product categories.

Geographically, the overall change was attributable to an increase in EMEA of $93.8 million, an increase in Asia Pacific of $4.8 million, and an increase in Americas of $3.5 million.

There were 191 cloud services contracts greater than $1.0 million that closed during Fiscal 2026, compared to 149 contracts during Fiscal 2025.

Cost of Cloud services and subscriptions revenues decreased by $15.8 million during the year ended June 30, 2025 as compared to the prior fiscal year.

This was due to a decrease in labour-related costs of $22.1 million, partially offset by an increase in third-party network usage fees of $5.6 million .

Cost of Cloud services and subscriptions revenues increased by $2.7 million during the year ended June 30, 2026 as compared to the prior fiscal year.

This was primarily due to an increase in third-party network usage fees of $6.5 million, partially offset by a decrease in labour-related costs of $3.1 million.

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

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Customer support revenues consist of revenues from our customer support and maintenance agreements.

These agreements allow our customers to receive technical support, enhancements and upgrades to new versions of our software products when available.

These agreements allow our clients to receive technical support, enhancements and upgrades to new versions of our software products when available.

Customer support revenues are generated from support and maintenance relating to current year sales of software products and from the renewal of existing maintenance agreements for software licenses sold in prior periods.

Therefore, changes in Customer support revenues do not always correlate directly to the changes in license revenues from period to period.

The terms of support and maintenance agreements are typically twelve months, and are renewable, generally

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on an annual basis, at the option of the customer.

The terms of support and maintenance agreements are typically twelve months, and are renewable, generally on an annual basis, at the option of the customer.

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.

Beginning with the quarter ended September 30, 2024, we have disclosed the customer support renewal rate on a net basis (customer support net renewal rate).

This rate includes increases in renewed contract values driven by volume and consumption, and excludes reductions driven by shifts from customer support renewals where customers migrate to other product types, which were not part of the historical calculation of the customer support renewal rate.

For the year ended June 30, 2025, our customer support net renewal rate was 91%.

For the year ended June 30, 2026, our customer support net renewal rate (Customer Support NRR), excluding the impact of Carbonite Inc.

and Zix Corporation, increased to 93% from 91%, for the year ended June 30, 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 clients, 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 clients 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.

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Customer support revenues decreased by $46.6 million or 2.0% during the year ended June 30, 2026 as compared to the prior fiscal year;

down 13.9% after factoring in the unfavourable impact of $2.9 million of foreign exchange rate changes.

The decrease was primarily due to the exclusion of customer support revenue contributions of $283.5 million as a result of the AMC Divestiture.

Geographically, the overall change was attributable to a decrease in Americas of $251.4 million, a decrease in EMEA of $89.7 million and a decrease in Asia Pacific of $38.2 million.

down 4.8% after excluding the favourable impact of $66.5 million of foreign exchange rate changes.

Geographically, the overall change was attributable to a decrease in Americas of $63.0 million and a decrease in Asia Pacific of $8.3 million, partially offset by an increase in EMEA of $24.7 million.

Cost of Customer support revenues decreased by $18.6 million during the year ended June 30, 2026 as compared to the prior fiscal year, primarily due to a decrease in labour-related costs of $17.6 million.

Overall, the gross margin percentage on Customer support revenues remained stable at 89%.

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

Our License revenue can be broadly categorized as perpetual licenses, term licenses and subscription licenses.

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

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Year Ended June 30,

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Asia Pacific 11.8 % 13.7 % 13.9 %

License revenues decreased by $208.5 million or 25.0% during the year ended June 30, 2025 as compared to the prior fiscal year;

down 25.1% after factoring in the favourable impact of $0.4 million of foreign exchange rate changes.

The decrease was driven by the exclusion of license revenue contributions as a result of the AMC Divestiture of $138.6 million and license revenues in the prior fiscal year relating to the grant of certain IP rights.

Geographically, the overall change was attributable to a decrease in Americas of $115.8 million, a decrease in EMEA of $62.4 million, and a decrease in Asia Pacific of $30.3 million.

License revenues increased by $52.9 million or 8.4% during the year ended June 30, 2026 as compared to the prior fiscal year;

up 5.4% after excluding the favourable impact of $18.8 million of foreign exchange rate changes.

Geographically, the overall change was attributable to an increase in Americas of $36.2 million and an increase in EMEA of $22.1 million, partially offset by a decrease in Asia Pacific of $5.5 million.

During Fiscal 2026, we closed 245 license contracts greater than $0.5 million, of which 98 contracts were greater than $1.0 million, contributing $342.5 million of License revenues.

This was compared to 211 license contracts greater than $0.5 million during Fiscal 2025, of which 79 contracts were greater than $1.0 million, contributing $228.5 million of License revenues.

Cost of License revenues increased by $6.3 million during the year ended June 30, 2025 as compared to the prior fiscal year.

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

Cost of License revenues decreased by $6.8 million during the year ended June 30, 2026 as compared to the prior fiscal year.

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

4) Professional Service and Other:

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Asia Pacific 15.5 % 14.1 % 12.6 %

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Professional service and other revenues decreased by $30.3 million or 8.6% during the year ended June 30, 2026 as compared to the prior fiscal year;

down 12.5% after factoring in the favourable impact of $1.0 million of foreign exchange rate changes.

The decrease was partially due to the exclusion of professional services revenue contributions as a result of the AMC Divestiture.

Geographically, the overall change was attributable to a decrease in Americas of $30.6 million, a decrease in EMEA of $17.8 million, and a decrease in Asia Pacific of $0.9 million.

down 11.9% after excluding the favourable impact of $11.5 million of foreign exchange rate changes.

Geographically, the overall change was attributable to a decrease in Americas of $19.4 million and a decrease in EMEA of $11.0 million.

Cost of Professional service and other revenues decreased by $19.2 million during the year ended June 30, 2026 as compared to the prior fiscal year.

This was primarily due to a decrease in labour-related costs of $38.5 million, Overall, the gross margin percentage on Professional service and other revenues remained stable at 25%.

This was primarily due to a decrease in labour-related costs of $20.5 million.

Overall, the gross margin percentage on Professional service and other revenues decreased to 24% from 25%.

Amortization of Acquired Technology-based Intangible Assets

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Amortization of acquired technology-based intangible assets decreased during the year ended June 30, 2026 by $14.2 million as compared to the prior fiscal year.

This was primarily due to reduced amortization related to technology-based intangible assets from previous acquisitions becoming fully amortized, and a reduction in amortization related to the AMC Divestiture.

Operating Expenses

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Research and development $ 647,707 $ (108,229) $ 755,936 $ (108,527) $ 864,463

$ 755,936 $ (108,527) $ 864,463 $ 205,249 $ 659,214

Sales and marketing 1,136,030 76,533 1,059,497 (103,637) 1,163,134

1,059,497 (103,637) 1,163,134 193,163 969,971

General and administrative 436,566 8,755 427,811 (149,227) 577,038

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Special charges (recoveries) 2.5 % 2.8 % 2.3 %

__________________________

(1) Beginning in the first quarter of Fiscal 2025, the Company reclassified certain expenses previously included within Research and development to Sales and marketing in the Consolidated Statements of Income to provide a better representation of the function of the expenses and reclassified prior period information to conform to the current presentation.

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Research and development expenses consist primarily of payroll and payroll-related benefits expenses, contracted research and development expenses and facility costs.

Research and development enables organic growth and improves product stability and functionality, and accordingly, we dedicate extensive efforts to update and upgrade our product offerings.

Research and development enables organic growth and improves product stability and functionality, and accordingly, we dedicate extensive efforts to updating and upgrading our product offerings.

The primary drivers are typically software upgrades and development.

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increase (decrease)

(In thousands)

2025 and 2024

(In thousands) 2026 and 2025

2025 and 2024

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Total change in research and development expenses $ (108,229) $ (108,527)

Research and development expenses decreased by $108.5 million during the year ended June 30, 2025, as compared to the prior fiscal year, primarily from restructuring and other cost savings initiatives, and the exclusion of research and development expenses as a result of the AMC Divestiture.

Payroll and payroll-related benefits, which is comprised of salaries, benefits and variable short-term incentives, decreased by $53.4 million, facility-related expenses decreased by $19.1 million, contract labour and consulting decreased by $15.3 million and share-based compensation expense decreased by $13.5 million.

Overall, our research and development expenses, as a percentage of total revenues, remained stable at 15% compared to the prior fiscal year.

Research and development expenses decreased by $108.2 million during the year ended June 30, 2026, as compared to 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 $83.4 million, share-based compensation expense decreased by $10.9 million, contract labour and consulting decreased by $6.7 million and facility-related expenses decreased by $5.4 million.

Overall, our research and development expenses, as a percentage of total revenues, decreased to 12% compared to 15% in the prior fiscal year.

Our research and development labour resources decreased by 1,091 employees, from 7,432 employees at June 30, 2025 to 6,341 employees at June 30, 2026.

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Total change in sales and marketing expenses $ 76,533 $ (103,637)

Sales and marketing expenses decreased by $103.6 million during the year ended June 30, 2025, as compared to the prior fiscal year, primarily from the exclusion of sales and marketing expenses as of result of the AMC Divestiture, and restructuring and other cost savings initiatives.

Payroll and payroll-related benefits, which is comprised of salaries, benefits and variable short-term incentives, decreased by $71.0 million, commissions decreased by $13.7 million, share-based compensation expense decreased by $8.9 million, facility-related expenses decreased by $7.7 million and contract labour and consulting expenses decreased by $4.3 million.

Overall, our sales and marketing expenses, as a percentage of total revenues, remained stable at 20% compared to the prior fiscal year.

Sales and marketing expenses increased by $76.5 million during the year ended June 30, 2026, as compared to the prior fiscal year, primarily driven by investments in sales employees and higher commissions from increased large-deal volumes in both License and Cloud services contracts.

Payroll and payroll-related benefits, which is comprised of salaries, benefits and variable short-term incentives, increased by $64.1 million, commissions increased by $34.0 million and travel and communication expenses increased by $6.8 million, partially offset by decreases in facility-related expenses of $7.2 million, share-based compensation expense of $6.9 million, and contract labour and consulting expenses of $3.4 million.

Overall, our sales and marketing expenses, as a percentage of total revenues, increased to 22% compared to 20% in the prior fiscal year.

Our sales and marketing labour resources decreased by 19 employees, from 3,959 employees at June 30, 2025 to 3,940 employees at June 30, 2026.

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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.

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Total change in general and administrative expenses $ 8,755 $ (149,227)

General and administrative expenses decreased by $149.2 million during the year ended June 30, 2025, as compared to the prior fiscal year, primarily from restructuring and other cost savings initiatives.

Additionally, other miscellaneous costs, which include professional fees such as legal, audit and tax related expenses, decreased by $74.0 million primarily driven by a reduction in costs related to IP, including the grant of certain IP rights and the resolution of certain historical IP related matters in the prior fiscal year, and reductions in other professional fees.

Payroll and payroll-related benefits, which is comprised of salaries, benefits and variable short-term incentives, decreased by $38.8 million, contract labour and consulting expenses decreased by $23.6 million.

travel and communication expenses decreased by $10.1 million and share-based compensation expenses decreased by $6.7 million.

Overall, general and administrative expenses, as a percentage of total revenues, decreased to 8% from 10% in the prior fiscal year.

General and administrative expenses increased by $8.8 million during the year ended June 30, 2026, as compared to the prior fiscal year.

Contract labour and consulting expenses increased by $15.7 million and facility-related expenses increased by $13.0 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 $12.7 million, other miscellaneous costs of $3.2 million and travel and communication expenses of $2.7 million.

Overall, general and administrative expenses, as a percentage of total revenues, remained stable at 8%.

Our general and administrative labour resources decreased by 167 employees, from 2,841 employees at June 30, 2025 to 2,674 employees at June 30, 2026.

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Depreciation $ 143,938 $ 13,365 $ 130,573 $ (1,026) $ 131,599

Depreciation expenses decreased during the year ended June 30, 2025 by $1.0 million compared to the prior fiscal year.

Depreciation expenses as a percentage of total revenue increased for the year ended June 30, 2025 to 3% from 2% in the prior fiscal year.

Depreciation expenses increased during the year ended June 30, 2026 by $13.4 million compared to the prior fiscal year.

Depreciation expenses as a percentage of total revenue remained stable for the year ended June 30, 2026 at 3% as compared to the prior fiscal year.

Amortization of acquired customer-based intangible assets

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Amortization of acquired customer-based intangible assets decreased during the year ended June 30, 2026 by $33.3 million as compared to the prior fiscal year.

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

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 Vertica Divestiture.

Special charges (recoveries)

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Actions related to such restructuring plans are typically completed within a period of one year.

In certain limited situations, if the planned activity does not need to be

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implemented, or an expense lower than anticipated is paid out, we record a recovery of the originally recorded expense to Special charges (recoveries).

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).

Year Ended June 30,

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$ 133,020 $ (12,870) $ 145,890 $ 10,585 $ 135,305

Special charges (recoveries) increased by $10.6 million during the year ended June 30, 2025 as compared to the prior fiscal year.

This was primarily due to an increase in restructuring costs of $127.9 million related to the Business Optimization Plan, partially offset by a decrease in restructuring costs of $72.7 million, related to the Micro Focus Acquisition, and a decrease in divestiture related costs of $41.9 million as compared to the prior fiscal year.

Special charges (recoveries) decreased by $12.9 million during the year ended June 30, 2026 as compared to the prior fiscal year.

This was primarily due to a decrease in restructuring costs of $31.9 million related to the timing of the Business Optimization Plan, partially offset by an increase in divestiture related costs of $17.0 million and an increase in other miscellaneous charges of $4.8 million, as compared to the prior fiscal year.

For more details on Special charges (recoveries), see Note 18 “Special Charges (Recoveries)” to our Consolidated Financial Statements.

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(18,787) (18,787) — 56,393 (56,393)

Gain on AMC Divestiture (7)

Gain (adjustments to gain) on divestitures (5)

76,136 80,311 (4,175) (433,277) 429,102

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______________________

(1) The year ended June 30, 2023 includes a foreign exchange gain of $36.6 million resulting from the delayed payment of a portion of the purchase consideration, settled on February 9, 2023, related to the Micro Focus Acquisition (see Note 19 “Acquisitions and Divestitures” to our Consolidated Financial Statements for more details).

(1) Represents the unrealized gains (losses) on our derivatives not designated as hedges (see Note 17 “Derivative Instruments and Hedging Activities” to our Consolidated Financial Statements for more details).

(3) Represents the realized gains on our derivatives not designated as hedges (see Note 17 “Derivative Instruments and Hedging Activities” to our Consolidated Financial Statements for more details).

(4) 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.

(2) Represents the realized gains (losses) on our derivatives not designated as hedges (see Note 17 “Derivative Instruments and Hedging Activities” to our Consolidated Financial Statements for more details).

(3) Represents our share in net income 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 9 “Prepaid Expenses and Other Assets” to our Consolidated Financial Statements for more details).

(5) During the year ended June 30, 2024, the Company recognized a loss on debt extinguishment of $56.4 million related to the acceleration and recognition of unamortized debt discount and issuance costs resulting from the optional repayments and prepayments of the Acquisition Term Loan (as defined below) and Term Loan B (as defined below) in Fiscal 2024.

(see Note 11 “Long-Term Debt” to our Consolidated Financial Statements for more details).

(6) On December 1, 2022, the Company amended the Acquisition Term Loan (as defined below) to reallocate commitments under the now-terminated bridge loan to the Acquisition Term Loan and terminated all remaining commitments under the now-terminated bridge loan, which resulted in a loss on debt extinguishment related to unamortized debt issuance costs (see Note 11 “Long-Term Debt” to our Consolidated Financial Statements for more details).

(4) During the year ended June 30, 2026, we recognized a loss on debt extinguishment of $18.8 million related to the acceleration and recognition of unamortized debt discount and issuance costs resulting from the prepayment of $613.0 million of the Acquisition Term Loan in Fiscal 2026.

During the year ended June 30, 2024, the Company recognized a loss on debt extinguishment of $56.4 million related to the acceleration and recognition of unamortized debt discount and issuance costs resulting from the optional repayments and prepayments of the Acquisition Term Loan and Term Loan B in Fiscal 2024 (see Note 11 “Long-Term Debt” to our Consolidated Financial Statements for more details).

(5) For the year ended June 30, 2026, the gain related to the eDOCS and Vertica divestitures.

For the year ended June 30, 2025, the adjustment to the gain represents the final settlement of working capital and other adjustments related to the AMC Divestiture.

On May 1, 2024, the Company completed the sale of its AMC business, which resulted in a gain on disposition (see Note 19 “Acquisitions and Divestitures” to our Consolidated Financial Statements for more details).

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Interest and Other Related Expense, Net

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Provision for (recovery of) income taxes $ 215,614 $ 169,609 $ 46,005 $ (218,007) $ 264,012

The effective tax rate decreased to a provision of 9.5% for the year ended June 30, 2025, compared to a provision of 36.2% for the year ended June 30, 2024.

Tax expense decreased from $264.0 million during the year ended June 30, 2024 to $46.0 million during the year ended June 30, 2025.

The decrease in the effective tax rate was driven by a reduced tax impact of internal reorganization, a net decrease in unrecognized tax benefits, change in valuation allowance, a reduction in U.S.

BEAT, and an increase expected amended return benefits, partially offset by a reduction in foreign tax credits, and an increase in undistributed earnings.

Numerous countries have agreed to a statement in support of the Organization for Economic Co-Operation and Development model rules that propose a global minimum tax rate of 15% for companies with revenue above €750 million, calculated on a country-by-country basis.

Countries with significant operations for Open Text that have enacted the legislation include Canada and UK.

We are continuing to monitor when and how such rules in other jurisdictions will be enacted into law.

As of the year ended June 30, 2025, the impact of the global minimum tax is not material.

On July 4, 2025, the OBBBA was enacted, introducing amendments to U.S.

The effective tax rate increased to 25.1% for the year ended June 30, 2026, compared to 9.5% for the year ended June 30, 2025.

Tax expense increased from $46.0 million during the year ended June 30, 2025 to $215.6 million during the year ended June 30, 2026.

The increase in the effective tax rate was driven by an increase to withholding taxes on undistributed earnings, a decrease in uncertain tax position statute expirations and a decrease in amended return benefits in the year ended June 30, 2026 as compared to the year ended June 30, 2025.

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

tax laws with various effective dates.

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

The Company is currently assessing the future implications of these tax law changes.

For information on certain potential tax contingencies, including the Canada Revenue Agency (CRA) matter, see Note 14 “Guarantees and Contingencies” and Note 15 “Income Taxes” to our Consolidated Financial Statements.

The enacted legislation had an immaterial impact on the Company’s effective tax rate for the year ended June 30, 2026.

For information on certain potential tax contingencies, including the CRA matter, see Note 14 “Guarantees and Contingencies” and Note 15 “Income Taxes” to our Consolidated Financial Statements.

Also see Part I, Item 1A, “Risk Factors” within this Annual Report on Form 10-K.

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Liquidity and Capital Resources

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117,177 270,685 (153,508) (2,208,825) 2,055,317

Cash provided by (used in) financing activities

Cash used in financing activities

(1,319,140) (484,461) (834,679) 2,127,225 (2,961,904)

4 unchanged sentences

For more details, see “Long-term Debt and Credit Facilities” below.

As of June 30, 2025, we have recognized a deferred income tax liability of $20.0 million (June 30, 2024—$15.9 million) on taxable temporary differences related to the undistributed earnings of certain non-United States subsidiaries and planned periodic repatriations from certain German subsidiaries, that will be subject to withholding taxes upon distribution.

As of June 30, 2026, we have recognized a deferred income tax liability of $43.2 million (June 30, 2025—$20 million) on taxable temporary differences related to the undistributed earnings of certain non-U.S.

subsidiaries and planned periodic repatriations from certain German and Indian subsidiaries, that will be subject to withholding taxes upon distribution.

Cash flows from operating activities

Cash flows from operating activities decreased by $137.1 million during the year ended June 30, 2025, as compared to the same period in the prior fiscal year due to a decrease in net changes from working capital of $301.1 million primarily from tax payments made related to the AMC Divestiture, offset by an increase in net income after the impact of non-cash items of $164.0 million.

Cash flows from operating activities increased by $176.2 million during the year ended June 30, 2026, as compared to the same period in the prior fiscal year principally related to an increase in net income after the impact of non-cash items of $140.4 million, partially offset by an increase in net changes from working capital of $35.8 million.

During the fourth quarter of Fiscal 2026 we had a days sales outstanding (DSO) of 50 days, compared to our DSO of 45 days during the fourth quarter of Fiscal 2025.

The per day impact of our DSO in the fourth quarter of Fiscal 2026 and Fiscal 2025 on our cash flows was $15.0 million and $14.6 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.

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

Cash flows from investing activities

Our cash flows from investing activities are primarily on account of acquisitions, divestitures and additions of property and equipment.

Cash flows from investing activities decreased by $2.2 billion during the year ended June 30, 2025, as compared to the same period in the prior fiscal year primarily due to a decrease in cash consideration received from the AMC Divestiture during Fiscal 2024 of $2.2 billion.

Cash flows provided by investing activities increased by $270.7 million during the year ended June 30, 2026, as compared to the same period in the prior fiscal year primarily due to cash consideration received from divestitures during Fiscal 2026 of $311.9 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.

These increases were partially offset by

increased additions for property and equipment of $56.1 million and a decrease in proceeds from other investing activities of $7.2 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.

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Cash flows used in financing activities decreased by $2.1 billion during the year ended June 30, 2025 as compared to the prior fiscal year.

Cash flows used in financing activities increased by $484.5 million during the year ended June 30, 2026 as compared to the prior fiscal year.

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

(i) $2.5 billion decrease in prepayments and repayments of long-term debt and the Revolver.

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

(i) $613.0 million increase in prepayments and repayments of long-term debt

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

(i) $74.6 million related to cash used in the repurchases of Common Shares and treasury stock;

(ii) $31.5 million related to lower proceeds from the issuance of Common Shares from the exercise of options and the ESPP;

(iii) $30.6 million due to 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.

(ii) $21.0 million related to higher proceeds from the issuance of Common Shares from the exercise of options and the ESPP;

(iii) $29.5 million due to net change in TSA obligations driven by cash collections for certain transition services performed by the Company related to the divestitures.

Cash Dividends

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

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters — Dividend Policy included in this Annual Report on Form 10-K for more information.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities—Dividend Policy included in this Annual Report on Form 10-K for more information.

Long-term Debt and Credit Facilities

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These covenants are subject to a number of important limitations and exceptions as set forth in the 2031 Indenture.

The 2031 Indenture also provides for events of default, which, if any of them occurs, may permit or, in certain circumstances, require the principal, premium, if

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any, interest and any other monetary obligations on all the then-outstanding Senior Notes 2031 to be due and payable immediately.

The 2031 Indenture also provides for events of default, which, if any of them occurs, may permit or, in certain circumstances, require the principal, premium, if any, interest and any other monetary obligations on all the then-outstanding Senior Notes 2031 to be due and payable immediately.

Senior Notes 2031 are guaranteed on a senior unsecured basis by the Company and the Company’s existing and future wholly-owned subsidiaries (other than OTI) that borrow or guarantee the obligations under our senior credit facilities.

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persons in offshore transactions pursuant to Regulation S under the Securities Act.

Senior Notes 2029

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bear interest at a rate of 3.875% per annum, payable semi-annually in arrears on June 1 and December 1, commencing on June 1, 2022.

Senior Notes 2029 bear interest at a rate of 3.875% per annum, payable semi-annually in arrears on June 1 and December 1, commencing on June 1, 2022.

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

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Senior Notes 2028

On February 18, 2020, the Company issued $900 million in aggregate principal amount of 3.875% senior notes due 2028 (Senior Notes 2028) in an unregistered offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain non-U.S.

under the Securities Act and to certain non-U.S.

persons in offshore transactions pursuant to Regulation S under the Securities Act.

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Senior Notes 2028 are guaranteed on a senior unsecured basis by our existing and future wholly-owned subsidiaries that borrow or guarantee the obligations under our senior credit facilities.

Senior Notes 2028 and the guarantees rank equally in right of payment with all of our and our guarantors’ existing and future senior unsubordinated debt and will rank senior in right of

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payment to all of our and our guarantors’ future subordinated debt.

Senior Notes 2028 and the guarantees rank equally in right of payment with all of our and our guarantors’ existing and future senior unsubordinated debt and will rank senior in right of payment to all of our and our guarantors’ future subordinated debt.

Senior Notes 2028 and the guarantees will be effectively subordinated to all of our and our guarantors’ existing and future secured debt, including the obligations under the senior credit facilities, to the extent of the value of the assets securing such secured debt.

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We may redeem all or a portion of the Senior Secured Notes 2027 at any time prior to November 1, 2027 at a redemption price equal to the greater of (a) 100% of the principal amount of the Senior Secured Notes 2027 to be redeemed and (b) the net present value of the remaining scheduled payments of principal and interest thereon discounted to the Par Call Date less interest accrued to the date of redemption, plus accrued and unpaid interest to, but excluding, the redemption date.

On or after the Par Call Date (as defined in the 2027 Indenture, as defined below), the Company may redeem the Senior Secured Notes 2027, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Senior Secured Notes 2027 being redeemed plus accrued and unpaid interest thereon to the redemption date.

On or after the Par Call Date (as defined in the 2027 Indenture, as defined below), the Company may redeem the Senior Secured Notes 2027, in whole or in part, at any time and from time to

time, at a redemption price equal to 100% of the principal amount of the Senior Secured Notes 2027 being redeemed plus accrued and unpaid interest thereon to the redemption date.

If we experience one of the kinds of change of control triggering events specified in the indenture governing the Senior Secured Notes 2027 dated as of December 1, 2022, among the Company, the subsidiary guarantors party thereto, The Bank of New York Mellon, as U.S.

11 unchanged sentences

On May 6, 2024, we used a portion of the net proceeds from the AMC Divestiture to prepay in full the then outstanding principal balance of $940 million under Term Loan B, at which point all remaining commitments under Term Loan B were reduced to zero and Term Loan B was terminated.

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For further details relating to our debt, see Note 11 “Long-Term Debt” to our Consolidated Financial Statements.

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

On December 19, 2023, we amended the Revolver to, among other things, extend the maturity to December 19, 2028.

Borrowings under the Revolver are secured by a first charge over substantially all of our assets, on a pari passu basis with the Acquisition Term Loan (as defined below) and Senior Secured Notes 2027.

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The Acquisition Term Loan is unconditionally guaranteed by certain subsidiary guarantors, as defined in the Acquisition Term Loan, and is secured by a first charge on substantially all of the assets of the Company and the subsidiary guarantors on a pari passu basis with the Revolver and the Senior Secured Notes 2027.

On October 20, 2023 and January 22, 2024, the Company made prepayments of $75 million and $175 million, respectively, on the Acquisition Term Loan using cash on hand.

On May 6, 2024, the Company used a portion of the net proceeds from the AMC Divestiture to prepay $1.06 billion of the outstanding principal balance of the Acquisition Term Loan.

During the year ended June 30, 2026, we prepaid an aggregate of $613.0 million of the outstanding principal debt on the Acquisition Term Loan.

These prepayments included $163.0 million and $150.0 million funded with proceeds from the eDOCS and Vertica divestitures, respectively.

Additionally, we prepaid $300.0 million using cash on hand.

As a result of the prepayments, we recognized an $18.8 million loss on debt extinguishment during the year ended June 30, 2026, related to the acceleration and recognition of unamortized debt discount and issuance costs.

See Note 19 “Acquisitions and Divestitures” for more details on these divestitures .

For further details relating to our debt, see Note 11 “Long-Term Debt” to our Consolidated Financial Statements.

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Shelf Registration Statement

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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 15, 2023.

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.

As the Company was eligible to file a “well-known seasoned issuer” (WKSI) base shelf prospectus under National Instrument 44-102 - Shelf Distributions (NI 44-102), it concurrently filed a WKSI base shelf prospectus qualifying the distribution of such securities with the Canadian securities regulators on December 12, 2025.

As of the date hereof, the Company remains eligible to file a WKSI base shelf prospectus under NI 44-102.

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

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.

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 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 ASPP.

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.

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.

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 (year ended June 30, 2024 and 2023— 5,073,913 and nil Common Shares for $152.3 million and nil, respectively).

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.

Further, as part of the renewal of the Fiscal 2026 NCIB, the Company established an ASPP with its broker to facilitate repurchases of Common Shares .

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 (year ended June 30, 2025 and 2024— 14,524,664 and 5,073,913 Common Shares for $418.3 million and $152.3 million, respectively).

Additionally, as of June 30, 2026, we recorded an accrual and a corresponding charge to retained earnings of $10.6 million, representing the estimated value of Common Shares expected to be repurchased following the fiscal quarter ended June 30, 2026 pursuant to the ASPP.

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).

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 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

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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 be 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 of the Exchange Act.

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 of the Exchange Act.

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.

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

As of June 30, 2026, our total unfunded pension plan obligations were $106.2 million, of which $5.8 million is payable within the next twelve months.

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For a detailed discussion on pensions, see Note 12 “Pension Plans and Other Post-Retirement Benefits” to our Consolidated Financial Statements.

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Commitments and Contractual Obligations

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Payments due between

(In thousands)

Total July 1, 2025 - June 30, 2026 July 1, 2026 - June 30, 2028 July 1, 2028 - June 30, 2030 July 1, 2030 and beyond

(In thousands) Total July 1, 2026 - June 30, 2027 July 1, 2027 - June 30, 2029 July 1, 2029 - June 30, 2031 July 1, 2031 and beyond

Long-term debt obligations (1)

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459 459 — — —

Purchase obligations for contracts not accounted for as lease obligations

Obligations for future leases (4)

39,969 2,269 9,175 10,702 17,823

Purchase obligations for contracts not accounted for as lease obligations 257,756 124,372 73,384 40,000 20,000

$ 7,234,435 $ 517,987 $ 2,566,399 $ 3,417,687 $ 732,362

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See Note 6 “Leases” to our Consolidated Financial Statements for more details.

(4) Represents the undiscounted future minimum lease payments relating to operating leases signed but not yet commenced as of June 30, 2026.

See Note 6 “Leases” and Note 14 “Guarantees and Contingencies” to our Consolidated Financial Statements for more details.

Guarantees and Indemnifications

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We have not made any material payments in relation to such indemnification provisions and have not accrued any liabilities related to these indemnification provisions in our Consolidated Financial Statements.

Occasionally, we enter into financial guarantees with third parties in the ordinary course of our business, including, among others, guarantees relating to taxes and letters of credit on behalf of parties with whom we conduct business.

conduct business.

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

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As described more fully below, we are unable at this time to estimate a possible loss or range of losses in respect of certain disclosed matters.

Contingencies

As part of its ongoing audit of our Canadian tax returns, the Canada Revenue Agency (CRA) has disputed our transfer pricing methodology used for certain intercompany transactions with our international subsidiaries and has issued notices of reassessment for Fiscal 2012, Fiscal 2013, Fiscal 2014, Fiscal 2015 and Fiscal 2016.

Assuming the utilization of available tax attributes (further described below), we estimate our potential aggregate liability, as of June 30, 2025, in connection with the CRA’s reassessments for Fiscal 2012, Fiscal 2013, Fiscal 2014, Fiscal 2015 and Fiscal 2016, to be limited to penalties, interest

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and provincial taxes that may be due of approximately $86 million.

C ontingencies

As part of its ongoing audit of our Canadian tax returns, the CRA has disputed our transfer pricing methodology used for certain intercompany transactions with our international subsidiaries and has issued notices of reassessment for Fiscal 2012, Fiscal 2013, Fiscal 2014, Fiscal 2015 and Fiscal 2016.

Assuming the utilization of available tax attributes (further described below), we estimate our potential aggregate liability, as of June 30, 2026, in connection with the CRA’s reassessments for Fiscal 2012 through Fiscal 2016, to be limited to penalties, interest and provincial taxes that may be due of approximately $87.4 million.

As of June 30, 2026, we have provisionally paid approximately $32 million in order to fully preserve our rights to object to the CRA’s audit positions, being the minimum payment required under Canadian legislation while the matter is in dispute.

This amount is recorded within Long-term income taxes recoverable on the Consolidated Balance Sheets as of June 30, 2026.

The notices of reassessment for Fiscal 2012, Fiscal 2013, Fiscal 2014, Fiscal 2015 and Fiscal 2016 would, as drafted, increase our taxable income by approximately $90 million to $100 million for each of those years, as well as impose a 10% penalty on the proposed adjustment to income.

The notices of reassessment for Fiscal 2012 through Fiscal 2016 would, as drafted, increase our taxable income by approximately $90 million to $100 million for each of those years, as well as impose a 10% penalty on the proposed adjustment to income.

Audits by the CRA of our tax returns for fiscal years prior to Fiscal 2012 have been completed with no reassessment of our income tax liability.

We strongly disagree with the CRA's positions and believe the reassessments of Fiscal 2012, Fiscal 2013, Fiscal 2014, Fiscal 2015 and Fiscal 2016 (including any penalties) are without merit, and we are continuing to contest these reassessments.

We strongly disagree with the CRA's positions and believe the reassessments of Fiscal 2012 through Fiscal 2016 (including any penalties) are without merit, and we are continuing to contest these reassessments.

On June 30, 2022, we filed a notice of appeal with the Tax Court of Canada seeking to reverse all such reassessments (including penalties) in full and the customary court process is ongoing.

Even if we are unsuccessful in challenging the CRA's reassessments to increase our taxable income for Fiscal 2012, Fiscal 2013, Fiscal 2014, Fiscal 2015 and Fiscal 2016, we have elective deductions available for those years (including carry-backs from later years) that would offset such increased amounts so that no additional cash tax would be payable, exclusive of any assessed penalties and interest, as described above.

The CRA has audited Fiscal 2017, Fiscal 2018, Fiscal 2019 and Fiscal 2020 on a basis that we strongly disagree with and are contesting.

Even if we are unsuccessful in challenging the CRA's reassessments to increase our taxable income for Fiscal 2012 through Fiscal 2016, we have elective deductions available for those years (including carry-backs from later years) that would offset such increased amounts so that no additional cash tax would be payable, exclusive of any assessed penalties and interest, as described above.

The CRA has audited Fiscal 2017 through Fiscal 2021 on a basis that we strongly disagree with and are contesting.

The focus of the CRA audit has been the valuation of certain intellectual property and goodwill when one of our subsidiaries continued into Canada from Luxembourg in July 2016.

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Other aspects of CRA’s position for Fiscal 2017 through Fiscal 2021 conflict with the expert valuation prepared by the independent leading accounting and advisory firm that was used to support our original filing position.

The CRA issued notices of reassessment in respect of Fiscal 2017 through Fiscal 2020 on a basis consistent with its proposal to reduce the available depreciable basis of assets in Canada.

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 have filed notices of objection to the reassessments for each of these years.

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We are not required to provisionally pay any cash amounts to the CRA as a result of the reassessment in respect of Fiscal 2017 through Fiscal 2019 due to utilization of available tax attributes;

however, for Fiscal 2020 and, to the extent the CRA reassesses subsequent fiscal years on a similar basis, we may be required to make certain minimum payments required under Canadian legislation on a provisional basis while the matter remains in dispute.

however, for Fiscal 2020 and 2021, we have provisionally paid approximately $40.3 million in order to fully preserve our rights to object to the CRA’s audit positions and intend to make an additional payment of $19.3 million on account of Fiscal 2021 by December 31, 2026.

To the extent the CRA reassesses subsequent fiscal years on a similar basis, we may make certain minimum payments required under Canadian legislation.

We will continue to vigorously contest the adjustments to our taxable income and any penalty and interest assessments, as well as any reduction to the basis of our depreciable property.

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Accordingly, as of the date of this Annual Report on Form 10-K, we have not recorded any accruals in respect of these reassessments or proposed reassessment in our Consolidated Financial Statements.

Other Matters

Also see Part I, Item 1A, “Risk Factors” in this Annual Report on Form 10-K for Fiscal 2025, as well as Note 15 “Income Taxes” to the Consolidated Financial Statements included in this Annual Report on Form 10-K related to certain historical matters arising prior to the Micro Focus Acquisition.

Off-Balance Sheet Arrangements

We do not enter into off-balance sheet financing as a matter of practice, except for guarantees relating to taxes and letters of credit on behalf of parties with whom we conduct business.

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Use of Non-GAAP Financial Measures

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Adjusted EBITDA margin is calculated as adjusted EBITDA expressed as a percentage of total revenue.

Total revenues growth from Content, Business Network, ITOM, and Cybersecurity (Enterprise) product categories in constant currency is calculated as the growth in revenues from the Content, Business Network, ITOM, and Cybersecurity (Enterprise) product categories, adjusted for foreign currency fluctuations by translating current period results of foreign subsidiaries into U.S.

dollars using the exchange rates in effect during the comparable prior period.

Total cloud services and subscriptions revenues growth from Content, Business Network, ITOM, and Cybersecurity (Enterprise) product categories in constant currency is calculated as the growth in cloud services and subscriptions revenues from the Content, Business Network, ITOM, and Cybersecurity (Enterprise) product categories, adjusted for foreign currency fluctuations by translating current period results of foreign subsidiaries into U.S.

dollars using the exchange rates in effect during the comparable prior period.

Free cash flows is defined and calculated as GAAP-based cash flows provided by operating activities less capital expenditures.

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These items are excluded based upon the way the Company’s management evaluates the performance of the Company’s business for use in the Company’s internal reports and are not excluded in the sense that they may be used under U.S.

The Company does not acquire businesses on a predictable cycle, and therefore believes that the presentation of Non-GAAP measures, which in certain cases adjust for the impact of amortization of intangible assets and the related tax effects that are primarily related to acquisitions, will provide readers of financial statements with a more consistent basis for comparison across accounting periods and be more useful in helping readers understand the Company’s operating results and underlying operational trends.

consistent basis for comparison across accounting periods and be more useful in helping readers understand the Company’s operating results and underlying operational trends.

Additionally, the Company has engaged in various restructuring activities over the past several years, primarily due to acquisitions and most recently in response to our return to office planning, that have resulted in costs associated with reductions in headcount, consolidation of leased facilities and related costs, all which are recorded under the Company’s Special charges (recoveries) caption on the Consolidated Statements of Income.

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GAAP measures, supplementary Non-GAAP financial measures that exclude certain items from the presentation of its financial results.

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The following charts provide unaudited reconciliations of U.S.

GAAP-based financial measures to Non-GAAP-based financial measures for the following periods presented.

The Micro Focus Acquisition significantly impacts period-over-period comparability.

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

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We exclude gains and losses on these derivatives as we do not believe they are reflective of our ongoing business and operating results.

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(7) Adjustment relates to differences between the GAAP-based tax provision rate of approximately 25% and a Non-GAAP-based tax rate of approximately 24%;

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Free cash flows $ 807,517

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

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Also excluded are tax benefits/expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves and “book to return” adjustments for tax return filings and tax assessments.

Included is the amount of net tax benefits arising from the internal reorganization that occurred in Fiscal 2017 assumed to be allocable to the current period based on the forecasted utilization period.

Beginning in Fiscal 2025, net tax benefits arising from the internal reorganization that occurred in Fiscal 2017 have been fully utilized and are no longer included.

In arriving at our Non-GAAP-based tax rate of approximately 24%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense.

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

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Free cash flows $ 687,396

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

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We exclude gains and losses on these investments as we do not believe they are reflective of our ongoing business and operating results.

Other income (expense) also includes unrealized and realized gains (losses) on our derivatives which are not designated as hedges.

We exclude gains and losses on these derivatives as we do not believe they are reflective of our ongoing business and operating results.

(7) Adjustment relates to differences between the GAAP-based tax provision rate of approximately 36% and a Non-GAAP-based tax rate of approximately 14%;

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In arriving at our Non-GAAP-based tax rate of approximately 14%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense.

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

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GAAP-based provision for income taxes

Non-GAAP-based recovery of income taxes

Non-GAAP-based provision for income taxes

(185,167) (0.68)

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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 7. Management’s Discussion and Analysis