What changed in this filing

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Item 9A. Controls and Procedures

2026-08-06 compared with 2025-08-07 · 1316 added, 1374 removed, 2569 unchanged (51% of the section changed)

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Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls.

The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in

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achieving its stated goals under all potential future conditions.

The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Any evaluation of prospective control effectiveness, with respect to future periods, is subject to risks.

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Rule 10b5-1 Trading Plans

During the three months ended June 30, 2025, none of our officers or directors adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any “non-10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K.

During the three months ended June 30, 2026, none of our officers or directors adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the

affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any “non-10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not Applicable.

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Directors, Executive Officers and Corporate Governance

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Name Age Office and Position Currently Held With Company

Barrenechea 60 Vice Chair, Chief Executive Officer and Chief Technology Officer, Director

Paul Duggan 50 President, Chief Customer Officer

Ayman Antoun 60 Chief Executive Officer and Director

Todd Cione 56 President, Worldwide Sales

James McGourlay 57 President, Chief Client Officer

Michael Acedo 45 Executive Vice President, Chief Legal Officer & Corporate Secretary

Cosmin Balota (5)

51 Senior Vice President, Chief Accounting Officer

Shannon Bell 50 Executive Vice President, Chief Digital Officer

Savinay Berry

49 Executive Vice President, Chief Product Officer

Muhi Majzoub 65 Executive Vice President, Security Products

James McGourlay 56 Executive Vice President, International Sales

Sandy Ono 43 Executive Vice President, Chief Marketing Officer

Brian Sweeney 61 Executive Vice President, Chief Human Resources Officer

Chadwick Westlake (4)

46 Executive Vice President, Chief Financial Officer

Shannon Bell 51 Executive Vice President, Chief Digital Officer & Chief Information Officer

Michelle Berry

49 Executive Vice President, Chief Human Resources Officer

Muhi Majzoub 66 Executive Vice President, Product and Engineering

Steve Rai 57 Executive Vice President, Chief Financial Officer

Cosmin Balota 52 Senior Vice President, Chief Accounting Officer

Thomas Jenkins 66 Chair of the Board

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Major General David Fraser (3)

John Hastings (2)

Robert Hau (2)(3)

Goldy Hyder (1)

Kristen Ludgate 62 Director

Jill Larsen 53 Director

Fletcher Previn (1)

Annette Rippert (2)

Sadler 74 Director

Stevenson (2)

George Schindler (1)

Margaret Stuart (1)

Deborah Weinstein (3)

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(3) Member of the Corporate Governance and Nominating Committee.

Westlake will depart the Company and step down from his role as Chief Financial Officer effective August 15, 2025.

(5) Following Mr.

Westlake’s departure effective August 15, 2025 and until a permanent successor is appointed, Mr.

Balota will serve as Chief Financial Officer on an interim basis.

Barrenechea joined OpenText in January 2012 as the President and Chief Executive Officer.

In January 2016, Mr.

Barrenechea took on the role of Chief Technology Officer, while remaining the Company’s Chief Executive Officer.

In September 2017, Mr.

Barrenechea was appointed Vice Chair, in addition to remaining the Chief Executive Officer and Chief Technology Officer.

Antoun was appointed as Chief Executive Officer of OpenText in April 2026.

Before joining OpenText, Mr.

Barrenechea was President and Chief Executive Officer of Silicon Graphics International Corporation (SGI), where he also served as a member of the Board.

Barrenechea’s tenure at SGI, he led strategy and execution, which included transformative acquisition of assets, as well as penetrating diverse new markets and geographic regions.

Barrenechea also served as a director of SGI from 2006 to 2012.

Prior to SGI, Mr.

Barrenechea served as Executive Vice President and CTO for CA, Inc.

(CA), (formerly Computer Associates International, Inc.) from 2003 to 2006 and was a member of the executive management team.

Before going to CA, Mr.

Barrenechea was the Senior Vice President of Applications Development at Oracle Corporation from 1997 to 2003, managing a multi-thousand person global team while serving as a member of the executive management team.

From 1994 to 1997, Mr.

Barrenechea served as Vice President of Development at Scopus, a software applications company.

Prior to Scopus, Mr.

Barrenechea was the Vice President of Development at Tesseract, where he was responsible for reshaping the company’s line of CRM and human capital management software.

Barrenechea serves as a member of the Board and Audit Committee Chair of Dick’s Sporting Goods and is also

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on the Board of Directors of the Leukemia & Lymphoma Society.

In the past five years, Mr.

Barrenechea also served as a director of Hamilton Insurance Group and as a board member of Avery Dennison Corporation.

Barrenechea holds a Bachelor of Science degree in computer science from Saint Michael’s College.

He has been the recipient of many awards, including the 2011 Best Large Company CEO from the San Francisco Business Times and 2015 Results-Oriented CEO of the year by CEO World Awards.

Barrenechea has authored several books including The Intelligent and Connected Enterprise, The Golden Age of Innovation, Digital Manufacturing, Digital Financial Services, On Digital, Digital:

Disrupt or Die, eGovernment or Out of Government, Enterprise Information Management:

The Next Generation of Enterprise Software, Versant .

He has also written a number of whitepapers, such as The Resilient Organization:

COVID-19 and New Ways to Work, The Cloud:

Destination for Innovation, Security:

Creating Trust in a Zero Trust World and The Information Advantage .

Duggan has served as President, Chief Customer Officer since January 2023.

Prior to this role, Mr.

Duggan served as Executive Vice President, Worldwide Renewals from July 2021 to January 2023 and as Senior Vice President, Revenue Operations from January 2017 to July 2021.

He is responsible for operations across sales, professional services, business networks and customer support.

Prior to joining OpenText, Mr.

Duggan held various roles at Oracle Corporation, including Group Vice President of Support Renewal Sales, North America from December 1999 to January 2017.

Previously, Mr.

Duggan served on the advisory board for the Technology Services Industry Association from 2016 to 2017.

He has completed executive leadership programs at the University of Michigan Ross School of Business and IESE Business School in Barcelona, Spain.

Antoun held various global and regional executive roles at IBM over more than 30 years, most recently serving as President of IBM Americas where he led a multi-billion-dollar enterprise spanning the U.S., Canada, and Latin America, driving strategy, growth, and large-scale business transformation across all major industries.

Prior to this, he served as President of IBM Canada and led IBM’s Global Technology Services.

Antoun has extensive experience advancing complex digital initiatives in both the private and public sectors and has built enduring partnerships with governments at all levels, including as the firm’s partnership executive for the Government of Canada.

Antoun also serves on the board of TD Bank Group, contributing expertise in enterprise technology, human resources, operations, cybersecurity, and digital innovation.

He holds a Bachelor of Science in Electrical Engineering from the University of Waterloo and is a graduate of Harvard Business School’s Executive program in financial analysis, business management, and strategic planning.

Cione joined OpenText as the President of OpenText Worldwide Sales in April 2024.

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as a non-executive director, Technology & Services Industry Association’s CRO Advisory Board, and Baylor University Advisory Boards with Hankamer School of Business and ProSales.

James McGourlay

McGourlay was appointed as President, Chief Client Officer in April 2026.

Most recently, Mr.

McGourlay served as OpenText’s Interim Chief Executive Officer, from August 2025 to April 2026 and as Executive Vice President, International Sales from July 2021 to August 2025.

Prior to this, Mr.

McGourlay was the Company’s Executive Vice President, Customer Operations from October 2017 to July 2021, Senior Vice President of Global Technical Services from May 2015 to October 2017 and Senior Vice President of Worldwide Customer Service from February 2012 to May 2015.

McGourlay joined OpenText in 1997 and held progressive positions in information technology, technical support, product support and special projects, including, Director, Customer Service and Vice President, Customer Service.

Michael Acedo

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(Honours) from The University of Toronto, and is a member of the New York State Bar Association and a Foreign Legal Consultant with the Law Society of Ontario.

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Cosmin Balota

Balota has served as the Company’s Senior Vice President and Chief Accounting Officer since December 2022.

Prior to this, Mr.

Balota served as Vice President, Accounting and Reporting from August 2020 to December 2022 and Vice President, Corporate Accounting from January 2019 to August 2020.

Balota has over 30 years of experience in various U.S., Canadian and international finance and accounting roles where he has been responsible for external reporting, corporate accounting, controllership, mergers & acquisitions, and financial planning & analysis.

Prior to joining OpenText, Mr.

Balota served as Vice President, Corporate Finance at Enercare Inc.

from January 2017 to December 2018, along with other finance leadership positions from April 2012 to January 2017.

He also held various increasingly senior finance, accounting, and audit positions from October 1998 to April 2012 at Expedia Group, The Globe and Mail, and Deloitte.

Balota is a Chartered Professional Accountant (CPA, CA) in Canada and holds a Bachelor of Arts (Honours) degree in Chartered Accountancy Studies and a Master of Accounting degree from The University of Waterloo.

Bell joined OpenText as the Executive Vice President and Chief Digital Officer in September 2023.

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Bell graduated with an MBA from University of Surrey in England.

Savinay Berry

Berry joined OpenText as the Executive Vice President and Chief Product Officer in January 2025.

He leads the Product and Engineering organization to define the vision and strategy for OpenText products including Content, Experience, Business Network, IT Operations, Application Delivery, Analytics & Legal Tech, and more.

Prior to joining OpenText, Mr.

Berry was EVP, Product and Engineering at Vonage, part of Telefonaktiebolaget LM Ericsson, where he was responsible for global leadership of Vonage’s engineering, product management, and security teams.

Prior to joining Vonage, he was Senior Vice President, Cloud Services at OpenText from January 2019 to February 2021 and Vice President, Engineering and Products from January 2017 to January 2019.

Prior to OpenText, Mr.

Berry was Vice President, Product Management at Dell EMC.

Prior to Dell EMC, Mr.

Berry held various leadership roles at Intuit, Empowered Inc.

and Dell Inc.

Berry holds both a Bachelor’s and Master’s degree in Electrical and Computer Engineering and an M.B.A.

from Kellogg School of Management at Northwestern University.

Majzoub has served as Executive Vice President, Security Products since January 2025.

Michelle Berry

Berry rejoined OpenText in November 2025 as Executive Vice President, Chief Human Resources Officer.

Berry has over 20 years of international HR leadership experience in the technology sector, including more than a decade at OpenText until 2022.

During that earlier tenure, she held various HR leadership roles including Vice President Human Resources, leading and shaping the HR Business Partner organization and overseeing workforce planning, M&A integration, employee relations and strategic HR delivery.

Prior to re-joining OpenText, Ms.

Berry spent three years at Autodesk Inc., where she focused on HR transformation and optimization, including building and leading an internal manager consulting practice to scale HR advisory support.

She has also held roles at Mastech Canada (now iGATE), BCE Emergis (now Telus) and Secured Services Inc.

Majzoub has served as Executive Vice President, Product and Engineering since January 2026.

Prior to this Mr.

Majzoub served as Executive Vice President, Chief Product Officer from September 2019 to January 2025, Executive Vice President, Engineering from January 2016 to September 2019 and as Senior Vice President, Engineering from June 2012 to January 2016.

Majzoub served as Executive Vice President, Security Products from January 2025 to January 2026, Executive Vice President, Chief Product Officer from September 2019 to January 2025, Executive Vice President, Engineering from January 2016 to September 2019 and as Senior Vice President, Engineering from June 2012 to January 2016.

Majzoub is responsible for managing product development cycles, global development organization and driving internal operations and development processes.

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Majzoub attended San Francisco State University.

James McGourlay

McGourlay has served as Executive Vice President, International Sales since July 2021.

Rai joined OpenText as Executive Vice President, Chief Financial Officer in October 2025.

He is responsible for all core finance, external reporting, investor relations, tax and treasury functions.

Rai has over 30 years of global finance experience and a proven track record as a technology industry veteran.

He has built a reputation for strong leadership, integrity, and deep operational expertise in scaling finance functions in complex, high-growth and technology-driven businesses.

Rai most recently served as Chief Financial Officer of BlackBerry Limited, where he played a pivotal role in transforming the company's financial strategy and operating structure during significant technological and organizational changes.

Before becoming CFO, Mr.

Rai held several senior financial leadership roles at BlackBerry, including Deputy CFO and Vice-President & Corporate Controller.

Earlier in his career, he held senior finance positions at PMC-Sierra, and PricewaterhouseCoopers in Vancouver, Canada and in London, England.

Rai holds a Bachelor of Business Administration from Simon Fraser University and is both a U.S.

CPA (Illinois) and a Chartered Professional Accountant (Canada).

Cosmin Balota

Balota has served as the Company’s Senior Vice President and Chief Accounting Officer since December 2022.

From August 2025 to October 2025, Mr.

Balota also served as the Company's Interim Chief Financial Officer during the Company's CFO transition.

Prior to this, Mr.

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Ono joined OpenText as Executive Vice President and Chief Marketing Officer in January 2022.

Ono is responsible for driving marketing and communications worldwide, from brand to demand, to deliver growth for the Company.

Prior to joining OpenText, Ms.

Ono was Vice President, Growth Marketing at the Hewlett Packard Enterprise Company from 2015 to 2022 and in the Strategy & Operations practice at Deloitte Consulting LLP from 2003 to 2015.

Ono has a Bachelor’s degree in business administration and rhetoric from UC Berkeley, and her MBA from the Wharton School of Business.

Brian Sweeney

Sweeney joined OpenText as Chief Human Resources Officer in October 2018.

He has over 25 years of experience as a Human Resource (HR) leader in high growth, global technology businesses, and professional services consulting.

He has led organizational growth and transformation initiatives, including international expansion, M&A, global talent management, compensation and benefits, employee engagement, communication and cultural transformation.

Balota served as Vice President, Accounting and Reporting from August 2020 to December 2022 and Vice President, Corporate Accounting from January 2019 to August 2020.

Balota has over 30 years of experience in various U.S., Canadian and international finance and accounting roles where he has been responsible for external reporting, investor relations, corporate accounting, controllership, mergers & acquisitions, taxation and financial planning & analysis.

Prior to joining OpenText, Mr.

Sweeney worked at Amgen Inc.

from 2003 to 2018, where he served in various HR leadership roles, including Global VP of HR, Head of HR for Global R&D and VP of International Human Resources.

Prior to this, Mr.

Sweeney worked at Dell Technologies Inc., where he served as Director of Worldwide Compensation and Benefits from 1993 to 1997 and HR Director from 1997 to 2001.

From 1989 to 1992, Mr.

Sweeney was a Human Resource consultant at AON Hewitt Associates, working across multiple client industry sectors in the practice areas of employee benefits and executive compensation.

Earlier in his professional career, Mr.

Sweeney worked in corporate sales and sales management for Steelcase, Inc.

Sweeney holds an MBA from the University of Michigan and a Bachelor’s degree in Sociology from Vanderbilt University.

Chadwick Westlake

Westlake joined OpenText as Executive Vice President, Chief Financial Officer in March 2025.

His responsibilities include investor relations, treasury, capital markets, core finance functions and strategic process improvement.

Prior to this role, Mr.

Westlake served as the Chief Financial Officer for EQB Inc.

During that time, Mr.

Westlake led corporate strategy and development, investor relations, treasury, capital markets, core finance, legal and other productivity efforts.

Westlake has deep experience in finance and banking and previously held progressively senior roles at The Bank of Nova Scotia over more than 18 years where he earned a strong reputation for transformation leadership and driving business results.

He was Senior Vice President & Chief Financial Officer of Canadian Banking & Global Wealth Management, and most recently Executive Vice President, Enterprise Productivity and Canadian Banking Finance where he set the strategy and implementation of global initiatives to reduce costs, accelerate revenue growth, redesign and automate processes.

Westlake holds a Chartered Financial Analyst (CFA) designation, a BA degree in Economics and Management Studies from the University of Waterloo and completed an Executive Program with the Fuqua School of Business at Duke University.

Balota served as Vice President, Corporate Finance at Enercare Inc.

from January 2017 to December 2018, along with other finance leadership positions from April 2012 to January 2017.

He also held various increasingly senior finance, accounting, and audit positions from October 1998 to April 2012 at Expedia Group, The Globe and Mail, and Deloitte.

Thomas Jenkins

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Jenkins has served as a Director of OpenText since 1994 and as its Chairman since 1998.

From August 2025 to June 2026, Mr.

Jenkins also served as Executive Chair and Chief Strategy Officer of OpenText during the Company's leadership transition, after which he returned to his role solely as Chair of the Board.

Jenkins has also served as a board member of Manulife Financial Corporation, Thomson Reuters Inc.

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From January 2005 until July 2006, Mr.

Fowlie held the position of Vice President and General Manager, Digital Media, of Harris Corporation, formerly Leitch Technology Corporation (Leitch), a company that was engaged in the manufacturing of audio and video infrastructure

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products for the professional broadcast and video industry.

From June 1999 to January 2005, Mr.

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Fraser is also a mentor at the Ivey Business School and is the co-author of Operation Medusa, The Furious Battle that Saved Afghanistan from the Taliban .

John Hastings

Hastings has served as a director of OpenText since December 2025.

Prior to joining OpenText, Mr.

Hastings served as CEO of Citibank Canada from 2010 to 2025.

Hastings was Citigroup’s representative in Canada, responsible for governance, strategy and continued growth of Citi’s Canadian business, a leading franchise for Citi globally.

The role included oversight of all key businesses including Banking, Markets, Services, Wealth and Personal Banking.

Additionally, he was responsible for the establishment of the Canadian Citi Service Centre, providing technology development and financial services to Citi globally.

Hastings also served on a number of Citi affiliate boards, and actively represented Citi in industry affairs as a member of the Canadian Bankers Association Executive Council, Chair of the Foreign Bank Committee Executive Council, and member of the Business Council of Canada.

Prior to becoming CEO, Mr.

Hastings served as Managing Director and Head of the Institutional Clients Group, overseeing Investment and Corporate Banking, Markets and Services businesses.

Outside of Citi, Mr.

Hastings has served as a member of the Financial Services Advisory Board at the Rotman School of Business and the Board of Directors of St Joseph’s Health Centre Foundation.

Hastings holds a Bachelor’s degree in Economics from Queen’s University and an MBA from the University of Toronto.

Hastings currently serves as a board member of CSquare, Inc.

Hau has served as a director of OpenText since September 2020.

He is the Chief Financial Officer and Treasurer at Fiserv, Inc., and provides oversight for all financial functions of the company.

He served as Chief Financial Officer and Treasurer of Fiserv, Inc.

from 2016 until 2025, where he provided oversight for all financial functions of the company.

Hau has nearly 30 years of experience in business and financial leadership roles.

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and Master’s degree in Public Policy from the University of Calgary.

Kristen Ludgate

Ludgate was appointed as a director of OpenText in June 2025.

Ludgate is a seasoned executive and strategic advisor on global workforce and human resource strategies.

Most recently, Ms.

Ludgate served as Chief People Officer at HP Inc.

(HP), a global publicly traded technology company with a broad product and services portfolio.

Ludgate helped HP through significant transformation, deploying future-of-work strategies, strengthening leadership development, evolving culture, and implementing talent management and skills platforms.

Prior to joining HP, Ms.

Ludgate spent more than 15 years

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at 3M Company (3M), with her most recent role as Executive Vice President and Chief Human Resources Officer, where she led People & Culture as a key strategic priority.

She held multiple legal and executive roles at 3M, leading global teams in legal, compliance, human resources, and communications.

Ludgate has a bachelor's degree from Bowdoin College and a J.D.

from University of Minnesota Law School.

Ludgate currently serves on the Board of Directors of Associated Bank, a publicly-traded bank, and is a member of their Compensation and Benefits and Corporate Governance and Social Responsibilities committees.

Larsen was appointed as a director of OpenText in July 2026.

She is a seasoned executive and strategic advisor on global workforce and Human Resource strategies.

Larsen is currently Chief People Officer at Synopsys Inc., a global publicly traded software company.

At Synopsys, she has helped build high-performing culture, design digital and AI enablement strategies, lead significant business transformation, completed a number of acquisitions and divestitures, and implemented long-term talent, executive succession and workforce planning strategies.

Prior to joining Synopsys, Ms.

Larsen served as a CPO and C-suite executive in global public and private companies including PTC, Medidata, Cisco Systems, EMC, and SunGard.

She previously served as a Compensation and Human Capital Committee Chair at Sterling Check and Definitive Healthcare.

Larsen has a B.A.

in Communications & English from Boston College and an M.S.

in HR Management from Emmanuel College.

Fletcher Previn

Previn was appointed as a director of OpenText in November 2024.

He is the Senior Vice President & Chief Information Officer of Cisco Systems, Inc., a worldwide technology leader that connects a broad range of technologies that help to power, secure, and draw insights from the Internet.

Previously, he was the Senior Vice President & Chief Information Officer of Cisco Systems, Inc., a worldwide technology leader that connects a broad range of technologies that help to power, secure, and draw insights from the Internet.

Previn was recognized by Forbes on the “The Forbes CIO Next List” for his leadership in driving AI initiatives at Cisco.

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Previn holds a Bachelor of Arts degree from Connecticut College.

Previn currently serves as a board member of Taylor Morrison Home Corporation.

Previn currently serves as a board member of Celsius Holdings, Inc.

Annette Rippert

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Rippert holds a Bachelor of Science degree in Computer Science and a Master of Management degree, both from Northwestern University.

Sadler has served as a director of OpenText since September 1997.

From April 2000 to present, Mr.

Sadler has served as the Chairman and CEO of Enghouse Systems Limited, a publicly traded software company that provides enterprise software solutions focusing on remote work, contact centers, visual computing and communications for next generation software defined networks.

Sadler was previously Chief Financial Officer, President and Chief Executive Officer of GEAC Computer Corporation Ltd.

Sadler’s involvement with GEAC, he held executive positions with Phillips Electronics Limited and Loblaws Companies Limited, and was Chairman of Helix Investments (Canada) Inc.

Currently, Mr.

Sadler is a director of Enghouse Systems Limited.

Sadler has a Business and Security Valuation certificate from Canadian Association of Business Valuators, holds a B.A.

(Honours) in Industrial Engineering and an M.B.A.

(Dean’s List) from York University.

He is also a Chartered Professional Accountant.

Stevenson has served as a director of OpenText since December 2008.

She has extensive corporate governance experience, having served on numerous public company and not-for-profit boards in Canada and the U.S.

over the past two decades, where she has consistently assumed leadership roles.

Stevenson is the Chair of the Board of the Canadian Imperial Bank of Commerce (CIBC) and she also serves on the Boards of CIBC Bank USA and CIBC Bancorp USA Inc.

In addition, Ms.

Stevenson serves on the board of Unity Health Toronto.

Stevenson has previously served as a director of Capital Power Corporation and CAE Inc.

She was previously a financial executive in the telecommunications and banking sectors.

Stevenson holds a B.A.

( Magna Cum Laude ) from Harvard University.

She is certified with the professional designation ICD.D.

granted by the Institute of Corporate Directors (ICD), which honoured her in June 2025 as a Fellow, reflecting her leadership contributions to corporate governance.

Stevenson received an honorary doctorate from Carleton University and has been named one of the Top 100 Most Powerful Women in Canada.

George Schindler

Schindler has served as a director of OpenText since October 2025.

Schindler is a recognized industry leader, having twice been named a Top 100 Leader by Federal Computer Week.

Most recently, Mr.

Schindler served as President and Chief Executive Officer of CGI Inc.

(“CGI”) from 2016 to 2024 and currently serves as a member of the board of directors of CGI.

In his capacity as President and Chief Executive Officer, he led the development and implementation of CGI’s profitable growth strategy to strengthen its market position as one of the world’s leading global business and strategic IT consulting services firms.

Prior to his appointment as President and Chief Executive Officer of CGI, Mr.

Schindler served as President and Chief Operating Officer of CGI from 2015 to 2016 and as President, United States and Canada Operations from 2011 to 2015.

Schindler holds a Bachelor of Science degree in Computer Science from Purdue University.

Margaret Stuart

Stuart has served as a director of OpenText since December 2025.

Stuart is a seasoned executive and strategic advisor with over 25 years of C-suite experience leading organizations through transformations.

Most recently, Ms.

Stuart was Country Leader for Salesforce Canada, a global publicly traded AI CRM platform that helps businesses use their customer data and AI to work smarter and drive measurable outcomes.

At Salesforce, Ms.

Stuart led sales and go-to-market to deliver growth and customer success.

Stuart was previously the Senior Vice President of Sales and Operations at BlackBerry where she was responsible for enterprise software go-to-market and global Inside Sales.

Prior to joining BlackBerry, Ms.

Stuart was with SAP, where she led North American business development for big data and the Canadian analytics sales team.

Stuart has a B.A.in Computer Science from Trinity College Dublin, is a graduate of The Judy Project, a Rotman School leadership forum, and a 2021 recipient of The Report on Business Best Executive Award.

Deborah Weinstein

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Prior to founding LaBarge Weinstein LLP, Ms.

Weinstein was a partner of the

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law firm Blake, Cassels & Graydon LLP, where she practiced from 1990 to 1997 in Ottawa, and in Toronto from 1985 to 1987.

Weinstein was a partner of the law firm Blake, Cassels & Graydon LLP, where she practiced from 1990 to 1997 in Ottawa, and in Toronto from 1985 to 1987.

Weinstein also serves on a number of not-for-profit boards.

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The Audit Committee currently consists of four directors, Mr.

Fowlie (Chair), Mr.

Stevenson and Ms.

Weinstein, all of whom have been determined by the Board of Directors to be independent as that term is defined in NASDAQ Rule 5605(a)(2) and in Rule 10A-3 promulgated by the SEC under the Exchange Act, and within the meaning of our director independence standards and those of any exchange, quotation system or market upon which our securities are traded.

Hastings, Mr.

Hau (Chair) and Ms.

Rippert, all of whom have been determined by the Board of Directors to be independent as that term is defined in NASDAQ Rule 5605(a)(2) and in Rule 10A-3 promulgated by the SEC under the Exchange Act, and within the meaning of our director independence standards and those of any exchange, quotation system or market upon which our securities are traded.

The responsibilities, mandate and operation of the Audit Committee are set out in the Audit Committee Charter, a copy of which is available on the Company’s website, investors.opentext.com under the Corporate Governance section.

The Board of Directors has determined that Mr.

Fowlie qualifies as an “audit committee financial expert” as such term is defined in SEC Regulation S-K, Item 407(d)(5)(ii).

Hau qualifies as an “audit committee financial expert” as such term is defined in SEC Regulation S-K, Item 407(d)(5)(ii).

Code of Business Conduct and Ethics

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The Company does not have a director retirement policy, however, the Corporate Governance and Nominating Committee considers the results of its director assessment process in determining the nominees to be put forward.

In conducting director evaluations and nominations, the

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Corporate Governance and Nominating Committee considers the composition of the Board and whether there is a need to include nominees with different skills, experiences and perspectives on the Board.

In conducting director evaluations

and nominations, the Corporate Governance and Nominating Committee considers the composition of the Board and whether there is a need to include nominees with different skills, experiences and perspectives on the Board.

This flexible approach allows the Company to consider each director individually as well as the Board composition generally to determine if the appropriate balance is being achieved.

The onboarding of five new directors over the past six years demonstrates the Company’s focus on this approach.

The onboarding of eight new directors over the past six years demonstrates the Company’s focus on this approach.

Diversity in Executive Officer Positions

The Company is committed to an inclusive culture and values that enable everyone to thrive and bring different perspectives to making software, and that fuels our goal to be the best Information Management company in the world.

Governed by our published values, the Company communicates our commitment to fostering a merit-based inclusive workplace for all employees, regardless of culture, national origin, race, color, gender, gender identification, sexual orientation, family status, age, veteran status, disability, or religion, or other basis.

We will continue to develop a sustainable business and customer-first culture, with a focus on inclusion, that provides all employees with an opportunity to excel.

The Company has not adopted a written policy that specifically relates to the identification and nomination of women, aboriginal peoples in Canada, persons with disabilities and members of visible minorities (collectively, the Designated Groups) for appointment to executive officer positions.

We will continue to develop a sustainable business and client-first culture, with a focus on inclusion, that provides all employees with an opportunity to excel.

The Company has not adopted a written policy that specifically relates to the identification and nomination of Designated Groups for appointment to executive officer positions.

At the executive officer level, we consider a multitude of factors, including skills, experience across our global footprint at scale, expertise, and the Company’s objectives and challenges at the time in determining the best appointment at such time.

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A copy of our policies and procedures is filed as Exhibit 19.1 to this report.

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Executive Compensation

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This report is provided by the following independent directors, who comprise our Talent and Compensation Committee:

David Fraser, Goldy Hyder and Annette Rippert.

George Schindler, Goldy Hyder, Fletcher Previn and Margaret Stuart.

To the extent that this Annual Report on Form 10-K has been or will be specifically incorporated by reference into any filing by us under the Securities Act of 1933, as amended, or the Exchange Act, this “Talent and Compensation Committee Report” shall not be deemed “soliciting materials”, unless specifically otherwise provided in any such filing.

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Dear Shareholders,

The Talent and Compensation Committee’s most critical responsibility is ensuring that our executive compensation program attracts, hires, retains and motivates the best talent in the technology industry while aligning to your interests and directly responding to your concerns.

The 2024 Say-on-Pay vote was deeply reviewed and considered.

We are not just listening—we are taking clear actions.

Engaging with our shareholders is a core priority.

Over the past years, we have conducted extensive outreach regarding our executive compensation program, and these efforts intensified throughout Fiscal 2024.

Following the 2024 annual general meeting of shareholders (AGM), we launched an engagement initiative focused specifically on compensation, implementing changes in direct response to the feedback.

In March 2025, our independent Board members met with six large institutional investors (representing 20% of our shares) to discuss our compensation program - on top of our regular touchpoints with these investors.

In addition to these meetings, we also engaged governance representatives of our top 25 largest shareholders.

These meetings included participation from key senior executives, including our Chief Human Resources Officer, Chief Financial Officer and Chief Legal Officer & Corporate Secretary, to cover executive compensation and other important governance topics.

In total, we extended invitations to holders of over 55% of our shares and ultimately met with shareholders representing 40% of our total shares outstanding to discuss executive compensation, in addition to our regular investor touchpoints.

Throughout the year, we met with certain shareholders as many as six times, reflecting the depth of our commitment to understanding and addressing investor concerns, and we remain committed to continuing this outreach beyond the 2025 AGM.

We also considered prior published reports from proxy advisory firms to understand their perspectives on specific elements of our compensation program and to appropriately incorporate their views into our ongoing enhancements.

Following intensive engagement and internal reviews, we engaged a new independent Talent and Compensation Committee compensation consultant, Meridian Compensation Partners (Meridian), to provide a fresh perspective to further align our pay practices with best-in-class governance standards and shareholder expectations.

Meridian’s mandate, as a fully independent consultant to the Talent and Compensation Committee, has been to reevaluate our compensation program against market and best industry practices, and recommend changes.

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We are acting on what we heard .

After a thorough analysis of your feedback, in close consultation with Meridian and the new members of the Talent and Compensation Committee, and with support from our CEO, we have redesigned the compensation program for our executive officers by implementing significant and meaningful changes to our Fiscal 2026 program, including:

• New Peer Group :

We received feedback from our shareholders that, while the industry and revenue alignment of our peer group was strong, there were concerns that too many of our peers were too large, in market capitalization terms, compared to OpenText.

We updated our peer group, replacing eight peer group companies with six new peers, to better match our market capitalization, global reach, revenue parameters and operational complexity, and to reflect whom we compete against (see Section V – Compensation Peer Group for more information on our new peer group and our benchmarking analysis).

• Commitment to Predictable and Transparent LTIP Awards :

We have reaffirmed our commitment to delivering long-term incentive (LTI) awards exclusively through our annual long-term incentive plan (LTIP) programs.

We did not issue any one-time awards in Fiscal 2025 and are committed to maintaining this approach going forward to ensure consistency and alignment with shareholder expectations.

• Strengthening Pay-for-Performance Alignment :

We also made several changes to our compensation design to strengthen our pay-for-performance alignment for Fiscal 2026, including:

◦ Cap on PSU Payouts for Negative TSR:

We introduced a cap on PSU payouts at 100% of target if absolute total shareholder return (TSR) is negative over the PSU performance period, even if we outperform our peer index.

This cap is in addition to our increased target performance goal introduced in Fiscal 2025 requiring relative TSR overperformance versus the NASDAQ Composite Index (from the 50th percentile to the 55th percentile) in order to achieve a payout.

◦ Higher Performance Thresholds for STI Payouts:

We adjusted the payout curves under the short-term incentive (STI) plan, increasing the minimum performance threshold from 90% of target attainment, to 95%, to achieve any payout, as well as reducing payouts for all levels of financial performance below target (as described further in Section VI – Elements of Our Compensation Program).

We also increased the level of Adjusted Operating Income (AOI) attainment to qualify for maximum payouts to 104% of target, consistent with the performance/payout curve for the revenue metric under the STI plan.

◦ Elimination of Stock Options for Annual LTIP:

Our CEO’s and NEO’s annual LTIP grant package will no longer include stock options.

Rather, we are emphasizing a mix of performance-based equity vehicles, including 100% of the CEO’s annual LTIP grant being in the form of Performance Share Units (PSUs).

◦ Increased Share Ownership Guidelines:

To further strengthen alignment between executive interests and those of our shareholders, we doubled the equity ownership requirements for senior management to 2x base salary beginning in Fiscal 2026.

For our CEO, his ownership requirement will remain at 6x base salary, a level that already exceeds the average guideline requirement of our peer group.

• Reduced CEO Pay :

For Fiscal 2026, our CEO’s target value of equity grants under the LTIP will be lower than the grants made for Fiscal 2025.

Overall, together with our CEO, we made the determination to reduce the CEO’s compensation by $500,000 and his target total compensation sits below the 25 th percentile compared to our new peer group.

Talent and Compensation Committee Chair:

While we did not appoint a permanent Chair of the Talent and Compensation Committee in Fiscal 2025, we actively recruited for a new Board member with extensive experience in executive compensation.

To facilitate our Fiscal 2025 committee meetings, the chair position was rotated among our highly experienced Talent and Compensation Committee members, all of whom have joined the Talent and Compensation Committee within the past three fiscal years.

Board Refreshment:

To ensure our Board composition continues to reflect the evolving needs of the Company and incorporates fresh perspectives, we have appointed four new members over the past two years:

Goldy Hyder, Annette Rippert, Fletcher Previn and, most recently, Kristen Ludgate.

These new directors have bolstered the Board’s expertise in areas of public and international policy, information technology, strategy, executive compensation, communications and finance, and two of these new members, Mr.

Hyder and Ms.

Rippert, joined the Talent and Compensation Committee in Fiscal 2025.

See Item 10 of the Annual Report on Form 10-K for the year ended June 30, 2025 for further information on our Board members.

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The Talent and Compensation Committee’s primary responsibility is to ensure that our executive compensation program attracts, retains and motivates the best talent in the technology industry while aligning with shareholder interests and responding to your feedback.

Say-on-Pay results are an important factor in our decisions regarding the structure and implementation of our executive compensation programs, and we carefully consider shareholder concerns in our ongoing evaluation and refinement of these programs.

At our 2025 annual general meeting of shareholders (AGM), approximately 90% of shareholders who voted their shares supported our Say-on-Pay proposal, a significant improvement from prior years.

While we view this momentum as encouraging, we recognize the importance of continuing to proactively engage with our shareholders to understand their perspectives on our executive compensation program as we continue to refine it.

Throughout the last three years, our independent Board members engaged regularly with our large institutional investors to gain feedback on our executive compensation program.

Through that ongoing dialogue, we discussed a full range of topics including peer group composition, pay for performance alignment with shareholder interests, and executive compensation matters in connection with the CEO transition.

We engaged with governance representatives of our top 25 largest shareholders on executive compensation and other governance matters, and reviewed proxy advisory firm reports to understand their perspectives on specific elements of our compensation program and to incorporate relevant feedback.

Throughout that time, we made substantive changes to our compensation program, honoring commitments while striving for program design sustainability, shareholder alignment and attraction and retention of executive talent.

In Fiscal 2026, we received feedback that the changes we made throughout the past three years have strengthened pay-for-performance alignment and effectively addressed shareholders’ concerns.

The Talent and Compensation Committee believes the actions undertaken in prior years (summarized below) continue to align with shareholder interests and remain appropriate for Fiscal 2027.

Accordingly, no material structural changes to the program were made for Fiscal 2027.

The Talent and Compensation Committee is committed to ensuring that compensation outcomes for Fiscal 2027 will be aligned with Company performance and shareholder experience.

The Talent and Compensation Committee remains committed to ongoing engagement and regularly reviews the executive compensation program to support continued alignment with the long-term interests of our shareholders.

Evolution of our Executive Compensation Program and Changes Maintained For Fiscal 2027:

Program Change

Why We Made This Change

Peer Group Updates

In Fiscal 2025, we refined our named executive peer group.

Eight companies were replaced with six new peers to better align with our market capitalization, while continuing to reflect our revenue profile, operational complexity, industry sector and talent market.

For Canadian-based executive hires, including our CEO, we also benchmark pay levels against the TSX 60 companies.

This approach reflects our size, industry presence, and competitive talent landscape, and we will continue to calibrate our peer group as necessary.

Predictable and Transparent LTIP Awards

We maintain our commitment to deliver long-term incentive (LTI) awards through the regular long-term incentive plan (LTIP) program, without special one-time awards.

Newly hired executives may also receive new hire equity grants in connection with their appointment, consistent with competitive market practice and intended to align their interests with those of our shareholders from the outset of their tenure.

Strengthened Pay-for-Performance Alignment

The following program design improvements are being maintained for Fiscal 2027 to ensure a focus on pay for performance and alignment with shareholder interests:

• PSU cap for negative TSR :

Performance share unit (PSU) payouts are capped at 100% of target if absolute TSR is negative, regardless of relative performance (in addition to the 55th percentile relative TSR target requirement which sets a higher bar for a “target” payout, relative to prevalent market practice).

• Higher Short-Term Incentive (STI) thresholds :

Starting in Fiscal 2026, (i) the minimum performance threshold was raised to 95% of target (from 90%), and (ii) the performance threshold required to earn the maximum STI payout was raised to 104% of target for both Revenue and Adjusted Operating Income (AOI).

These revised thresholds were informed by a benchmarking review of peer and broader market data to ensure the performance ranges reflect competitive and rigorous standards.

• Removal of stock options from the annual LTI vehicle mix :

Annual grants now consist of 55% PSUs and 45% restricted share units (RSUs) for NEOs other than the CEO.

Our new CEO’s LTI mix was set with a higher weighting to PSUs (70%, with the residual 30% in RSUs).

Stock options are reserved for new hire grants only to align new executives with shareholders immediately.

Board and Talent and Compensation Committee Refreshment:

Our Board continues to look at ways to strengthen its skills and experience needed to oversee the Company’s strategic priorities.

To ensure our Board composition continues to reflect these evolving needs and incorporate fresh perspectives, we have appointed seven new members over the past three years:

Goldy Hyder, Annette Rippert, Fletcher Previn, George Schindler, John Hastings, Margaret Stuart, and Jill Larsen.

These new directors have bolstered the Board’s expertise in areas of public and international policy, information technology, strategy, executive compensation, communications and finance.

Further, over the past two years, our Talent and Compensation Committee has been fully refreshed with all new members.

As part of our mandate as a newly composed Talent and Compensation Committee, we are expected to provide fresh perspectives, current market insight, and relevant expertise that supports rigorous oversight of compensation programs and alignment with evolving shareholder expectations and governance best practices.

See Item 10 included in this Annual Report on Form 10-K for further information on our Board members.

Key Executive Leadership Changes:

In line with our Talent and Compensation philosophy, over the past three fiscal years, the Board has appointed several key executives with extensive global technology company and industry experience, reflecting the external market for top executive talent.

These leaders bring valuable expertise and leadership experience to help accelerate our strategic priorities.

These appointments, including Todd Cione (President Worldwide Sales), Paul Duggan (President, Chief Customer Officer), Savinay Berry (Chief Product Officer), Sandy Ono (Chief Marketing Officer), and Shannon Bell (Chief Digital Officer), are expected to enhance our ability to scale execution across key areas of information management and drive our AI-first agenda.

Engagement with our shareholders is not a one-time effort, it is a fundamental, ongoing commitment.

We will continue to engage, listen, and take action to ensure our compensation practices align with your expectations.

Your voice is not just valued, it is driving real change.

We are committed to earning your confidence through transparency, accountability, and results.

In line with our talent and compensation philosophy, the Board has overseen the refreshment of OpenText’s Executive Leadership Team over the course of the last three fiscal years.

The majority of the members of the Executive Leadership Team have been appointed within that period.

Our leadership team brings extensive global technology company and industry experience reflecting the external market for top executive talent.

Two new Named Executive Officers were appointed in Fiscal 2026.

Following rigorous search processes, the Board appointed Ayman Antoun as Chief Executive Officer and Steve Rai as Executive Vice President, Chief Financial Officer.

Antoun brings deep experience in enterprise technology and global go-to-market leadership and is expected to accelerate OpenText’s strategic priorities and AI-first agenda.

Rai brings significant financial leadership experience in the global technology sector and is expected to strengthen OpenText’s

financial strategy and operational execution.

Together, these appointments reflect the Board’s commitment to assembling a leadership team capable of driving sustainable growth, operational excellence, and long-term value creation for shareholders.

CEO Compensation:

In connection with Mr.

Antoun’s appointment as Chief Executive Officer, the Talent and Compensation Committee conducted a thorough review of CEO compensation to ensure it is competitive, performance-oriented, reflective of the scope and complexity of the role and structured in accordance with updated program design and market practice reflecting shareholder feedback.

Antoun’s target total compensation is positioned below the median of our peer group and in line with market practice of TSX 60 companies.

His annual LTIP award consists of 70% PSUs and 30% RSUs.

Antoun received a sign-on equity award consisting of stock options with a target value of $2.0 million and RSUs with a target value of $2.0 million, intended to align his interests with those of our shareholders from the outset of his tenure.

Engagement with our shareholders remains a fundamental and ongoing commitment.

We are committed to continue to listen carefully to shareholder perspectives and use that feedback to inform our compensation practices.

We are grateful for the candid dialogue with our shareholders, and we believe it has meaningfully shaped the decisions reflected in the CD&A.

We remain dedicated to earning shareholder confidence through transparency, accountability, and continued progress and we will continue to evaluate our program in light of future shareholder feedback and market developments.

The Talent and Compensation Committee

Annette Rippert

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George Schindler

Fletcher Previn

Margaret Stuart

COMPENSATION DISCUSSION AND ANALYSIS

The following discussion and analysis of compensation arrangements for the fiscal year ended June 30, 2026 (Fiscal 2026) should be read together with the compensation tables and related disclosures set forth below.

This discussion is focused on the persons who served as our named executive officers for Fiscal 2025 (collectively, the Named Executive Officers or NEOs).

The NEOs who are the subject of this compensation discussion and analysis are:

Barrenechea — Vice Chair, Chief Executive Officer (CEO) and Chief Technology Officer (CTO)

Due to the CEO and CFO transitions that took place in Fiscal 2026, there are several additional Named Executive Officers (NEOs) included in this Compensation Discussion and Analysis, as follows:

Named Executive Officer Title

Ayman Antoun Chief Executive Officer (CEO) (1)

Steve Rai Executive Vice President (EVP), Chief Financial Officer (CFO) (2)

Todd Cione President, Worldwide Sales

• Paul Duggan — President, Chief Customer Officer

• Muhi Majzoub — Executive Vice President, Chief Product Officer

• Chadwick Westlake — Executive Vice President, Chief Financial Officer

• Madhu Ranganathan — former President, Chief Financial Officer and Corporate Development

Under applicable SEC rules, any executive who served as Chief Financial Officer for any portion of Fiscal 2025 would be considered an NEO.

As a result, Chadwick Westlake and Madhu Ranganathan, who each served as Chief Financial Officer during a portion of Fiscal 2025, are both considered NEOs.

Paul Duggan EVP, Special Advisor

Muhi Majzoub EVP, Product and Engineering

Interim CEO and CFO

James McGourlay President, Chief Client Officer (3)

Cosmin Balota Senior Vice President (SVP), Chief Accounting Officer (CAO) (4)

Former Executives

Barrenechea Former Vice Chair, CEO and Chief Technology Officer (CTO) (5)

Chadwick Westlake Former EVP, CFO (6)

Savinay Berry Former EVP, Chief Product Officer (7)

Sandy Ono Former EVP, Chief Marketing Officer (7)

Antoun was appointed as CEO effective April 20, 2026.

Rai was appointed as EVP, CFO effective October 6, 2025.

McGourlay served as Interim Chief Executive Officer from August 11, 2025 until April 20, 2026, at which time Mr.

McGourlay assumed his current role of President, Chief Client Officer.

Balota served as SVP, CAO until August 15, 2025, as Interim Chief Financial Officer from August 15, 2025 until October 6, 2025, at which time Mr.

Balota again assumed his current role.

Barrenechea served as Vice Chair, CEO and CTO until August 11, 2025.

Westlake served as CFO until August 15, 2025.

(7) Each of Mr.

Berry and Ms.

Ono served as an executive officer during a portion of Fiscal 2026.

They are each included as a Named Executive Officer because they would be deemed to be among the three most highly compensated executive officers, other than the Chief Executive Officer and Chief Financial Officer, had they been serving as an executive officer at the end of Fiscal 2026.

Payments in Canadian dollars included herein, unless otherwise specified, are converted to U.S.

dollars using an average annual exchange rate of 0.72.

The discussion that follows is focused primarily on compensation for the Current NEOs;

information on all NEO compensation arrangements is found in the accompanying tables and subsequent disclosures.

Compensation Discussion and Analysis Reference Guide

Section I - Our Shareholder Engagement Process and Response to Say-on-Pay Vote 101

Section II - Compensation Governance and Objectives 103

Section III - Fiscal 2025 Highlights 106

Section IV - Aligning Pay with Performance 107

Section V - Compensation Peer Group 108

Section VI - Elements of our Compensation Program 111

Section VII - Other Elements of our Compensation Program 117

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Section I - Our Shareholder Engagement Process and Response to Say-on-Pay Vote

Section I - Chief Executive Officer Transition 109

Section II - Our Shareholder Engagement Process and Response to Say-on-Pay Vote 110

Section III - Compensation Governance and Objectives 112

Section IV - Compensation Peer Group 114

Section V - Elements of our Compensation Program 116

Section VI - Other Elements of our Compensation Program 122

Section I - Chief Executive Officer Transition

During Fiscal 2026, the Company underwent a CEO transition involving the departure of the prior CEO, the appointment of an interim CEO to maintain continuity, and the selection and appointment of our current CEO, Ayman Antoun, following a comprehensive search process.

Each of these steps is described below.

Departure of Prior CEO

Effective August 11, 2025, Mark Barrenechea ceased to serve as Chief Executive Officer, Chief Technology Officer, and Vice Chairman of the Board.

In connection with his departure, Mr.

Barrenechea received severance payments consistent with the terms of his employment agreement, and the Board did not exercise any discretion to provide favourable treatment beyond the terms of that agreement and applicable award agreements.

See Summary Compensation Table under Section VI—Other Elements of Our Compensation Program for more information.

Appointment of Interim CEO

Barrenechea’s departure, the Board appointed James McGourlay as Interim CEO.

The Board’s decision reflected Mr.

McGourlay’s exceptional qualifications and deep institutional knowledge.

As a 25-year veteran of the Company, he brought broad senior leadership experience spanning sales, operations, client success, and technology, which made him uniquely positioned to provide stability and continuity during the transition.

Throughout his tenure as Interim CEO, Mr.

McGourlay drew on this breadth of experience to provide effective and steady leadership across the organization, maintaining operational momentum and preserving continuity for employees, clients, and shareholders alike.

Following the conclusion of his service as Interim CEO, Mr.

McGourlay continues to serve OpenText as President, Chief Client Officer.

Selection of Ayman Antoun to serve as CEO

Effective April 20, 2026, Ayman Antoun was appointed as OpenText’s CEO.

Antoun brings more than three decades of global technology, operating discipline, and transformation leadership to OpenText, built over a seasoned career in the information technology industry.

He held numerous executive roles over 35 years at IBM, most recently serving as President of IBM Americas from 2020 to 2023, where he led the company’s largest and most complex business across the U.S., Canada, and Latin America, driving major advancements in cloud, infrastructure, cybersecurity, cognitive solutions, and digital modernization.

When constructing Mr.

Antoun’s compensation package, the Talent and Compensation Committee considered prior shareholder feedback, Mr.

Antoun’s extensive experience and qualifications, the competitive market for technology executive talent, benchmark data from both our industry peer group as well as the TSX 60 companies, and the Company’s pay-for-performance philosophy.

The Talent and Compensation Committee believes Mr.

Antoun’s compensation package provides an appropriate compensation opportunity given the work required to position OpenText for the future, which Mr.

Antoun can realize only if OpenText performs strongly on both a relative and absolute basis over the long term.

Antoun’s new-hire equity awards consisted of RSUs and stock options and were granted as an inducement in connection with his recruitment, separate from his annual LTIP awards.

The stock options deliver value only through share price appreciation, and the RSUs vest in full on the third anniversary of the grant date to support share ownership.

Antoun’s compensation is lower than that of his predecessor across each element of pay, with target total compensation 24% lower than his predecessor’s.

Antoun’s compensation package is summarized in the table below:

Antoun's base salary of CAD$1,200,000 and target annual bonus of CAD$1,620,000 (135% of base salary) have been converted to U.S.

dollars using an average exchange rate of 0.72.

All long-term incentive and new-hire equity award values are denominated in U.S.

dollars as set forth in Mr.

Antoun's employment agreement.

Section II - Our Shareholder Engagement Process and Response to Say-on-Pay Vote

Shareholder Engagement Overview and Timeline

We take shareholder feedback very seriously and view the 2024 Say-on-Pay vote outcome as a clear and important signal that further revisions to our executive compensation program were required.

In response, we undertook a comprehensive review of our compensation program, informed by extensive shareholder outreach and guidance from our newly appointed independent compensation consultant.

Below is a timeline of the shareholder engagement and key governance updates leading up to and following our 2024 AGM and say-on-pay vote.

Meaningful engagement with our shareholders is fundamental to how we approach executive compensation.

The insights and perspectives gathered through direct shareholder dialogue, combined with the guidance of our independent compensation consultant, are integral to how the Talent and Compensation Committee evaluates and evolves the program to ensure it remains strategically aligned, performance-driven, and reflective of evolving market and governance best practices.

Our engagement program is year-round and proactive, reflecting our ongoing commitment to transparency and accountability in how we govern executive compensation.

Throughout Fiscal 2026, the Company conducted extensive shareholder engagement both in advance of and following the 2025 AGM held in December 2025.

Ahead of the AGM, the Company undertook targeted outreach to shareholders, with a particular focus on executive compensation matters, including CEO pay structure, incentive plan design, and long-term incentive vehicle mix.

Following the appointment of Mr.

Antoun as CEO, shareholder engagement resumed in the fourth quarter of Fiscal 2026, during which invitations were extended to the top 25 largest shareholders, representing approximately 70% of outstanding shares, to discuss executive compensation and other matters.

During this phase, four large institutional investors, representing approximately 12% of outstanding shares, met directly with independent members of the Board without management present.

Engagement continued into the first quarter of Fiscal 2027, with independent Board members leading additional discussions with large institutional investors, some of which included members of management at the Talent and Compensation Committee’s request.

These efforts culminated in meetings with shareholders representing six of our 25 largest shareholdings, or approximately 15% of outstanding shares, including participation by the Company’s Chief Human Resources Officer and Chief Legal Officer & Corporate Secretary.

Key Themes from Shareholder Engagement and Actions Taken

The feedback and perspectives that we received in meetings with shareholders leading up to and after the 2024 AGM provided us with valuable and direct insight on our executive compensation program.

Throughout the engagement meetings, we heard a range of diverse shareholder perspectives.

A number of key themes stood out as the main reasons shareholders did not support our 2024 Say-On-Pay proposal.

The common themes among our shareholders included:

the level of CEO pay and supplemental off-cycle award grants to our CEO;

the STI payout structure for below target achievement;

the desire for even greater alignment of executive compensation with shareholder experience;

the composition of our peer group, particularly with respect to the size and scale of certain peer companies used.

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Shareholders also asked questions about, and provided their perspectives on, other topics including STI/LTI plans metrics and board refreshment.

The table below summarizes key feedback themes from our s hare holders obtained following the 2024 AGM and our responsive actions and perspectives for Fiscal 2026.

What We Heard - Key Themes

What We Did - Our Perspectives and Actions

Some shareholders had concerns regarding the level of Fiscal 2024 CEO pay, CEO LTIP structure and historical one-time CEO incentive awards

Transition to 100% Performance-Based LTIP:

Beginning in Fiscal 2026, the CEO’s LTIP grants will be comprised entirely of PSUs, making the vesting of the full award performance-based and fully at risk.

One-Time Grants:

We adhered to our commitment in Fiscal 2024 and Fiscal 2025 and committed going forward that there would not be any one-time long-term incentive awards granted to our CEO, as well as other existing executives.

The strong support reflected in the 2025 Say-on-Pay vote affirms the cumulative design changes made over the past several years.

Over that period, the Talent and Compensation Committee has undertaken a deliberate transformation of the executive compensation program, shaped directly by shareholder input and informed by evolving market and governance expectations, resulting in a program that is more performance-oriented and closely aligned with long-term shareholder interests.

Following a comprehensive review of shareholder feedback and market practices, the Talent and Compensation Committee determined that the executive compensation program remains appropriately designed for Fiscal 2027 and therefore no further material structural changes were made.

The table below summarizes the key themes raised by shareholders and the corresponding actions taken by the Talent and Compensation Committee across Fiscal 2024, Fiscal 2025, and Fiscal 2026, covering CEO pay structure, short-term incentive performance rigor, long-term incentive vehicle mix, and peer group composition.

What We Heard - Key Themes What We Did - Our Perspectives and Actions

Shareholders expressed concern about the level of CEO pay, the use of historical one-time off-cycle LTI awards, and the overall size of LTIP grants to the CEO.

CEO LTIP Awards:

Antoun’s LTIP award consists of 70% PSUs and 30% RSUs, with a higher weighting on PSUs compared to our other NEOs (55% PSUs and 45% RSUs), placing a significant portion of his equity grant at risk.

No One-Time LTI Awards:

We adhered to our commitment in Fiscal 2024 and Fiscal 2025 and committed to deliver long-term incentive awards to existing executives exclusively through the regular annual LTIP program, without supplemental one-time awards.

Consistent with competitive market practice, newly hired executives may receive market-aligned new hire equity grants in connection with their appointment, intended to align their interests with those of our shareholders from the outset of their tenure.

Reduction in Target Compensation:

For Fiscal 2026, in partnership with our CEO, we also reduced our CEO’s total target compensation by $500,000 (a 5% decrease) by lowering the target value of the LTIP award.

Following this adjustment, the CEO’s target total compensation is now positioned below the 25th percentile of our updated peer group, demonstrating our commitment to shareholder alignment and responsible pay governance.

Shareholders suggested reviewing the performance leverage required to earn threshold and maximum payout under our STI program In alignment with practices at our new peer group, we have strengthened our STI program for Fiscal 2026 by increasing the performance standards required to earn payouts, aligning the plan more closely with market best practices and our pay-for-performance philosophy.

Higher Thresholds, Lower Payouts:

In Fiscal 2025, performance at 90% of target resulted in a 40% threshold payout.

For Fiscal 2026, we have increased the minimum performance threshold to 95% of target and lowered the corresponding payout to 25%.

These revised payout curves apply to both Revenue and AOI metrics.

More Rigorous Maximum Payout Criteria:

To earn the maximum STI payout of 200% of target in Fiscal 2026, performance must reach at least 104% of target for both Revenue and AOI.

This represents a stricter requirement than in Fiscal 2025, when just the AOI metric required 103% performance to achieve maximum payout.

The revised STI payout structure for Fiscal 2026 is designed to deliver lower payouts for below-target performance and require higher performance to achieve maximum payouts.

The changes strengthen the link between pay and performance by increasing the incentive to drive meaningful revenue and AOI growth.

At the same time, it introduces more stringent consequences for underperformance, resulting in a more rigorous framework than that used in Fiscal 2025.

This builds on the simplification of STI metrics in Fiscal 2025, when, following the integration of the Micro Focus acquisition, we streamlined the STI program by removing Micro Focus revenue as a separate performance measure.

Further, for Fiscal 2026, to ensure alignment and consistency, our STI program for all executives, including our NEOs, will be based on Worldwide Revenues and AOI.

Historically, certain of our Sales executives were measured on other metrics, including in part based on Cloud, Customer Support Revenue and Enterprise PS Bookings.

By aligning to the same STI metrics, this will simplify our STI program and ensure all executives align to our strategic priorities, which include driving profitable organic growth across the business.

See Section VI - Elements of Our Compensation Program for a description of the Worldwide Revenues and AOI metrics within our STI program.

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Shareholders voiced concerns about current structure of annual LTIP award vehicle mix and requested even greater pay-for-performance alignment

Updated Annual LTIP Award Vehicle Mix:

Beginning in Fiscal 2026, the annual LTIP awards for our NEOs (excluding the CEO) will be comprised exclusively of PSUs and RSUs, weighted at 55% and 45%, respectively.

As discussed above, the CEO’s LTIP grants will be comprised entirely of PSUs.

Stock options will no longer be included in the annual LTIP award vehicle mix.

This shift increases the proportion of performance-based equity to a majority of the total annual LTIP award, underscoring our commitment to a robust pay-for-performance framework.

Introduction of Absolute TSR Modifier:

In Fiscal 2025, in order to achieve target PSU payout, we required relative TSR to outperform the NASDAQ Composite Index at the 55th percentile, up from the 50th percentile.

To further align executive pay with shareholder outcomes, we are also introducing an absolute TSR modifier to the PSU component, effective Fiscal 2026.

Under this modifier, if the Company’s absolute TSR is negative over the performance period, the PSU payout will be capped at 100% target, even if relative TSR performance attainment would result in an above target payout otherwise, bringing pay outcomes into better alignment with the shareholder experience.

Some shareholders voiced concerns that our compensation peer group included companies that were not appropriately scaled to OpenText’s size New Compensation Peer Group:

We received feedback that, while our peer group was well-aligned in terms of industry and revenue, concerns remained regarding the comparatively high average market capitalization of peer group companies.

In response, we conducted a comprehensive review and replaced eight companies with six new peers (see Section V – Compensation Peer Group below for more information on our new peer group).

The revised peer group more accurately reflects OpenText’s market capitalization (all new peers have market capitalizations that fall within a reasonable range relative to OpenText (.25x to 4x)), revenue profile, and operating complexity.

This ensures a more appropriate benchmark for executive compensation and reinforces our commitment to shareholder alignment.

Antoun’s total target compensation is 24% lower than that of his predecessor and is positioned below the 25th percentile of our peer group.

Shareholders asked for stronger performance leverage in the short-term incentive (STI) plan, including higher thresholds to earn any payout and more rigorous criteria to achieve maximum payouts.

Unified STI Metrics Across All NEOs:

Starting Fiscal 2026, all NEOs, including sales executives previously assessed on different metrics, are measured solely on Worldwide Revenue and AOI, simplifying the program and aligning all executives to our core strategic priorities and a focus on profitable growth.

In Fiscal 2026, Mr.

McGourlay participated in a commission plan for one month prior to assuming the role of Interim CEO in August 2025, after which he participated in the STI plan on the same basis as all other NEOs.

Strengthened STI Performance Requirements:

Starting Fiscal 2026, the STI performance requirements were tightened across the board for both Revenue and AOI metrics:

(1) the minimum performance threshold was raised to 95% of target (from 90%);

(2) the corresponding threshold payout was reduced to 25% (from 40%);

and (3) the performance required to earn the maximum STI payout of 200% of target was raised to at least 104% for both Revenue and AOI, a stricter standard than Fiscal 2025 when only AOI required 103% for maximum payout.

Shareholders requested greater pay-for-performance alignment in the annual LTIP vehicle mix, expressing preference for performance-based awards and reduced reliance on stock options and time-vested RSUs.

Raised rTSR Performance Hurdle:

In Fiscal 2025, we increased the required performance requirement, at “target”, to the 55th percentile of TSR relative to the NASDAQ Composite Index companies, up from the 50th percentile.

This sets a higher bar for target payouts compared to prevalent market practice.

Annual LTIP Shifted to PSUs and RSUs Only:

Beginning in Fiscal 2026, the annual LTIP for NEOs (excluding the CEO) consists exclusively of PSUs (55%) and RSUs (45%).

Stock options were eliminated from the regular annual LTIP vehicle mix.

The CEO’s LTIP consists of 70% PSUs and 30% RSUs, reflecting a greater emphasis on performance-based compensation.

Absolute TSR Modifier Introduced:

For Fiscal 2026, an absolute TSR modifier was added to the PSU program.

If the Company’s absolute TSR is negative over the performance period, PSU payout will be capped at 100% of target, even if relative TSR performance would otherwise result in an above-target award.

Some shareholders voiced concerns that our compensation peer group included companies that were not appropriately scaled to OpenText’s size Comprehensive Peer Group Refreshment:

In Fiscal 2025, in response to ongoing feedback regarding market capitalization scaling, we conducted a thorough review and replaced eight companies with six new peers.

For Fiscal 2026, no changes were made to the peer group.

The peer group accurately reflects OpenText’s market capitalization, revenue profile, and operating complexity, with all new peers having market capitalizations that fall within a reasonable range relative to OpenText (.25x to 4x).

Relative to the updated peer group:

• OpenText revenues are 19% higher than the peer group median, placing us at the 61st percentile;

• Employee headcount is at the 75 th percentile of the peer group median;

• Market capitalization is positioned at the 22 nd percentile relative to the peer group.

Additional Executive Compensation Program Changes

In addition to the actions discussed above, we also adjusted our Share Ownership Guidelines for our executives as part of our comprehensive review of the program.

To further strengthen alignment between executive interests and those of our shareholders, we are increasing the equity ownership guidelines for senior management (excluding the CEO) beginning in Fiscal 2026.

For our NEOs (excluding the CEO), the updated guidelines will require these executives to hold equity equivalent to 2x their base salary, up from the previous 1x requirement.

For our CEO, his ownership requirement will remain at 6x base salary, a level that already exceeds the average of our peer group.

See Section VII - Other Elements of Our Compensation Program for a detailed discussion of our Share Ownership Guidelines.

Section II - Compensation Governance and Objectives

• OpenText revenues are at the 60th percentile;

• Employee headcount is at the 70th percentile;

• Market capitalization is at the 22nd percentile.

For new hires based in Canada, including our new CEO, pay levels are also reviewed relative to TSX 60 benchmarks.

Section III - Compensation Governance and Objectives

Role of the Talent and Compensation Committee

The Talent and Compensation Committee has responsibility for the oversight of executive compensation within the terms and conditions of our various compensation plans.

The Talent and Compensation Committee approves the compensation of our executive officers, except for our CEO, where decisions are approved by the Board without the CEO present.

Compensation decisions for our executive officers consider, among other things, performance goals, base salary, bonuses, executive benefits, short-term incentives, and long-term incentives.

The Talent and Compensation Committee also reviews and recommends for

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approval all equity awards related to executive compensation prior to final approval by the Board and supports the Board with respect to talent and culture matters, including:

The Talent and Compensation Committee approves the compensation of our executive officers, except for our CEO, whose compensation is approved by the Board without the CEO present.

Compensation decisions for our executive officers are made after considering, among other things, performance goals, base salary, bonuses, executive benefits, short-term incentives, and long-term incentives.

The Talent and Compensation Committee also reviews and recommends for approval all equity awards related to executive compensation prior to final approval by the Board and supports the Board with respect to talent and culture matters, including:

succession and development of our executive officers;

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The Talent and Compensation Committee coordinates with the CEO and the Chief Human Resources Officer, in collaboration with management and the finance and legal groups, as appropriate, to design and develop the compensation program.

This group supports the preparation and analysis of financial data, peer group comparisons, and other materials to assist the Talent and Compensation Committee in making and implementing its decisions.

The Board, the Talent and Compensation Committee, and our management employ a set of policies and processes to evaluate the performance of each of our NEOs, which help determine the amount of long-term incentives to award to each NEO.

Together, they support the preparation and analysis of financial data, peer group comparisons, and other materials to assist the Talent and Compensation Committee in making and implementing its decisions.

The Board, the Talent and Compensation Committee, and our management employ a set of policies and processes to evaluate the performance of each of our NEOs, which inform the determination of long-term incentive awards for each NEO.

The performance of each of our NEOs, other than our CEO, is assessed by our CEO in his capacity as the direct supervisor of the other NEOs.

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The CEO, with the assistance of the Chief Human Resources Officer, also conducts an annual review of the total compensation of each executive officer, including the NEOs.

The review includes an assessment of each executive officer’s experience, performance, the performance of the executive officer’s respective business or function, and market pay levels against our peer group.

The review includes an assessment of each executive officer’s experience, performance, the performance of the executive officer’s respective business or function, and market pay levels.

After this review, the CEO recommends base salaries, annual target short-term incentive and long-term incentive opportunities, any payouts related to the annual short-term incentives, and annual equity grants for the executive officers to the Talent and Compensation Committee for approval.

The Talent and Compensation Committee considers previous compensation awards, competitive market practice, the impact of tax and accounting treatments, applicable regulatory requirements, any material acquisitions or divestitures closed during the year and the results of the most recent shareholder advisory vote on executive compensation when approving compensation programs.

The Talent and Compensation Committee met five times during Fiscal 2025.

Management assisted in the coordination and preparation of the meeting agenda and materials for each meeting.

The agenda is reviewed and approved by the Chair of the Talent and Compensation Committee.

The meeting materials are generally posted and made available to the other Talent and Compensation Committee members and invitees, if any, for review approximately one week in advance of each meeting.

For each element of compensation, target values are established based on competitive market practice and each NEO's ability to influence financial or operational performance.

Target values are consistent with competitive market practice, set to ensure that annual total direct target compensation packages are appropriately positioned relative to our peer group.

Grant amounts consider the desired pay mix, competitive positioning and internal equity across our NEOs, with a significant majority of total compensation being performance-based and "at risk," to ensure alignment with our performance over the long term.

The Talent and Compensation Committee considers previous compensation awards and internal pay equity across the senior executive team, competitive market practice, the impact of tax and accounting treatments, applicable regulatory requirements, any material acquisitions or divestitures closed during the year and the results of the most recent shareholder advisory vote on executive compensation when approving compensation programs.

The Talent and Compensation Committee met nine times during Fiscal 2026.

During Fiscal 2026, the Board did not appoint a permanent Chair of the Talent and Compensation Committee.

To facilitate the Talent and Compensation Committee’s meetings, the chair position was rotated among our highly experienced Talent and Compensation Committee members, all of whom joined the Talent and Compensation Committee within the past three fiscal years.

Following each meeting, the Talent and Compensation Committee reported items that it, in its determination, considered noteworthy to the Board.

Further, prior to setting executive compensation, the Talent and Compensation Committee considered internal pay equity to ensure that the pay of our executives (including the CEO’s pay relative to that of our other NEOs) is appropriate.

In Fiscal 2025, the Board did not appoint a permanent Chair of the Talent and Compensation Committee.

Throughout Fiscal 2025, we actively recruited a new Board member with extensive experience in executive compensation, which resulted in the appointment of Kristen Ludgate to the Board on June 26, 2025.

Compensation Consultant

NASDAQ standards require compensation committees to have certain responsibilities and authority regarding the retention, oversight and funding of committees’ advisors and perform an evaluation of each advisor’s independence, taking into consideration all factors relevant to that person’s independence from management.

Such standards also require that such rights and responsibilities be enumerated in the compensation committee’s charter.

While, as a foreign private issuer under the U.S.

federal securities laws, we are exempt from these rules, nonetheless, our Talent and Compensation Committee has the sole authority to retain and terminate outside consultants.

The Talent and Compensation Committee seeks the advice of an outside compensation consultant to provide assistance and guidance on compensation issues.

The compensation consultant may provide the Talent and Compensation Committee with relevant information pertaining to market compensation levels, alternative compensation plan designs, market trends and best practices and may assist the Talent and Compensation Committee with respect to determining the appropriate benchmarks for each NEO’s compensation.

In Fiscal 2025, the Talent and Compensation Committee appointed Meridian as its new compensation consultant, following an extensive search.

This decision was made in response to prior Say-on-Pay vote outcomes and reflects our commitment to aligning executive compensation practices with leading governance standards and shareholder expectations.

Meridian was engaged to provide independent advisory services and support for our executive compensation program.

As part of their engagement, Meridian conducted a comprehensive review of our entire compensation framework, evaluating it against our compensation philosophy and strategic objectives.

This review led to several enhancements, including the adoption of a

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revised peer group and improvements to our pay-for-performance alignment.

The Talent and Compensation Committee has the sole authority to retain and terminate outside consultants.

In Fiscal 2026, the Talent and Compensation Committee retained Meridian Compensation Partners (Meridian) as its compensation consultant.

The decision was made to reinforce the Talent and Compensation Committee’s commitment to aligning executive compensation practices with leading governance standards and shareholder expectations.

Meridian was retained to provide independent advisory services and support for our executive compensation program.

As part of their engagement, Meridian reviewed all benchmarking and recommendations with respect to our compensation framework, evaluating it against our compensation philosophy, strategic objectives, and market practice.

Meridian also provided independent compensation analysis and recommendations in connection with the compensation arrangement for our incoming CEO, Mr.

Throughout Fiscal 2026, the members of the Talent and Compensation Committee met periodically with Meridian representatives to discuss market practices, evolving governance trends, and potential implications for the Company’s financial performance.

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Talent and Compensation Committee Approach and Objectives

We believe that compensation plays an important role in achieving short and long-term business objectives that ultimately drive business success in alignment with long-term shareholder value creation.

We believe that compensation plays an important role in achieving short and long-term business objectives that ultimately drive business success and long-term shareholder value creation.

The Talent and Compensation Committee ensures compensation decisions are in line with our compensation philosophy to be talent competitive.

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• Attracting, motivating and retaining highly qualified executive officers who have a history of proven success through compensation programs that reflect the market.

Our compensation program reflects the market in terms of compensation value and structural design.

Our compensation program primarily reflects practices in the information technology sector, in terms of executive pay levels and program design.

We use market data from similarly sized software and technology companies with a global presence for a variety of reasons, including that greater than 95% of our revenues are generated outside of Canada.

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Our short and long-term goals are reflected in our overall compensation program with evaluations based on achieving and overachieving predetermined objectives.

Our CEO’s total target compensation is comprised of:

◦ 8% from base salary;

◦ 12% from short-term incentives;

◦ 80% in the form of annual equity grants.

Other NEOs average 16% of their total compensation in the form of base salary with 84% tied to short term and long-term incentives.

The target pay mix for our CEO and other Current NEOs, illustrating the significant proportion of total target compensation that is performance-based and at risk, is set out under Section V - “Elements of Our Compensation Program” below.

Our approach to executive pay is guided by the following best practices:

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Use multiple types of equity awards to balance risk and reward.

Use distinct performance metrics in our short-term and long-term incentives.

Use distinct performance metrics in our short- and long-term incentives.

Compare executive compensation and Company performance to relevant peer group companies, which are re-evaluated annually, and consider our industry scope, market for executive talent and geographic footprint.

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Provide double-trigger change in control benefits to our NEOs.

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Section III - Fiscal 2025 Highlights

In Fiscal 2025, we reinforced the critical role our products play across industries and demonstrated the strength and resilience of our business model in a dynamic global environment.

We successfully launched our next generation cloud platform, Titanium X with AI (CE 25.2) and expanded our Business Optimization Plan, marking a significant milestone for the Company.

Throughout the year, our team executed these initiatives with discipline and focus, driving cloud revenue growth, margin expansion and continued strong capital return to shareholders.

We expect to realize additional benefits from these efforts in the years ahead.

Highlights and outcomes related to specific components of CEO and NEO compensation for Fiscal 2025 are as follows:

The target value of our CEO’s annual compensation package, comprised of base salary, short-term incentive and long-term equity awards, decreased by 4.6% compared to Fiscal 2024.

◦ Base Salary :

Our CEO’s base salary remained unchanged for the seventh consecutive year.

The CEO’s STI target was reduced by $590,000 in Fiscal 2025, which when combined with the rigorous goal setting for Fiscal 2025 resulted in a 24.3% decline in STI award payout year-over-year .

Our CEO’s annual LTIP target grant value remained flat year-over-year, with no change to the equity vehicle mix.

◦ Internal Pay Equity :

The CEO-to-next-highest-paid NEO target compensation ratio decreased from 2.7x to 2.6x (-4%), reflecting added internal alignment.

• STI Program:

Following the integration of the Micro Focus acquisition, we simplified our STI program by eliminating Micro Focus revenue as a separate performance measure for Fiscal 2025.

◦ STI plan measures focused on overall profitable growth across all lines of products.

For most executives, including the CEO, STI plan measures were Worldwide Revenue and Adjusted Operating Income (AOI).

◦ Removal from targets of the impact of the AMC Divestiture:

on May 1, 2024, we successfully completed the sale of our Application Modernization and Connectivity (AMC) business to Rocket Software, Inc.

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

▪ The decrease in Fiscal 2025 targets relative to Fiscal 2024 actual results is completely attributable to the AMC Divestiture, as the results from the AMC business through to April 30, 2024, were included in our Fiscal 2024 results but excluded from our Fiscal 2025 targets.

▪ The Fiscal 2025 targets, which reflect only our ongoing product portfolio, represent a 1% growth in Worldwide Revenues compared to Fiscal 2024 results when AMC is excluded from the results, and represent a larger increase in the AOI target as the Company continues to focus on growing revenue and reducing costs.

Therefore, the Fiscal 2025 targets for each metric were set greater than their respective 2024 achievements on an ongoing product portfolio basis.

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◦ STI results based on performance achievements are detailed in the following table:

STI Plan Metric Fiscal 2025

Actual Results

Achievement %

Metric Payout %

Worldwide Revenues (1)

$5,381 $5,150 96% 85%

Adjusted Operating Income (AOI) (2)

$1,645 $1,636 99% 95%

______________________

(1) Worldwide revenues are derived from the “Total Revenues” line of our audited income statement.

Worldwide revenues are an important metric for measuring our growth and the scope of the business enterprise.

(2) AOI is a non-GAAP measure intended to reflect the operational effectiveness of our leadership by showing our ability to generate profits from our operational activities, and to manage the costs associated with our worldwide revenues.

AOI is calculated as total revenues less the total cost of revenues and operating expenses excluding amortization of intangible assets, special charges (recoveries) and stock-based compensation expense.

AOI is also adjusted to remove the impact of foreign exchange.

• LTI Program:

◦ In Fiscal 2025, we increased the recurring annual target grant values of LTIP awards for our NEOs (excluding the CEO) to ensure alignment with our compensation philosophy.

As a result, the overall LTIP value for these NEOs is now positioned at or above the 25th percentile of our revised peer group.

◦ We maintained the use of relative Total Shareholder Return (rTSR) PSUs to reward long-term performance compared to similar investment alternatives.

▪ The performance period for the PSUs granted in Fiscal 2022 concluded in Fiscal 2025.

Over this three-year period, the Company placed at the 35th percentile relative to the S&P Midcap 400 Software & Services Peer Group.

This resulted in a 70% payout from the Fiscal 2022 grant.

▪ Beginning with the Fiscal 2024 grant cycle, rTSR PSUs are measured against the three-year TSR of the constituents of the NASDAQ Composite Index.

This change was made to reflect the Company’s increased scale and broader market position following the Micro Focus acquisition, while also providing a more diversified and representative benchmark of shareholder investment alternatives.

▪ For the Fiscal 2025 PSU grant, we increased the rTSR performance threshold required to achieve a target payout from the 50th percentile to the 55th percentile.

This enhancement underscores our commitment to delivering above-median performance and creating greater value for shareholders.

Section IV - Aligning Pay with Performance

Our CEO’s realizable pay aligns with the experience of shareholders of the Company and is directly correlated to TSR performance.

The grant date value in the Summary Compensation Table ( see Section VII ) significantly overstates the CEO’s actual realized and realizable compensation after our actual performance is measured because the program aligns the final reward with actual performance and share price movement.

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The table below also shows that the actual value (realizable) as of June 30, 2025, is considerably lower than the grant date fair value of stock and option awards as reported in the Summary Compensation Table.

The actual value realizable by our CEO was 63% lower as of June 30, 2025, than the grant date fair value of stock and option awards reported in the Summary Compensation Table over the last three fiscal years.

This provides a meaningful demonstration of the pay for performance alignment of the Company’s executive compensation program, and the actual value realizable shows the strong alignment of our CEO’s realizable pay with our share price performance and the experience of our shareholders.

Fiscal Year PSUs and RSUs

Stock Options

Performance Stock Options

(Reported $) (2)

Actual Value Realizable

as of June 30, 2025

2023 184,770 306,370 1,000,000 $19,779,107 $4,064,447

2024 184,260 272,930 — $12,066,580 $5,380,392

2025 245,390 433,280 — $12,678,343 $7,165,388

Total (Reported vs.

Realizable Value) $44,524,030 $16,610,227

______________________

(1) Number of stock and option awards reported in the Grants of Plan-Based Awards table relating to Fiscal 2023 to Fiscal 2025.

PSU awards are reported at target.

All option awards granted remain outstanding and have not been exercised for value.

(2) The amount recognized as the aggregate grant date fair value of equity-based compensation awards, as calculated in accordance with ASC Topic 718 for the fiscal year in which the awards were granted, as reported in the summary compensation table for the applicable year.

(3) Based upon the closing price for the Company’s Common Shares as traded on the NASDAQ on June 30, 2025 of $29.20.

(4) In Fiscal 2023, Mr.

Barrenechea was granted performance stock options with vesting subject to certain performance conditions.

The amount in the table represents the grant date fair value as calculated in accordance with ASC Topic 718 for the fiscal year in which the awards were granted, as reported in the summary compensation table for the applicable year.

The actual value realizable of the performance stock options represents the number of performance stock options that have vested as of June 30, 2025 (being 292,521 options), and that have achieved certain performance criteria as discussed in “Long-Term Equity Grants to CEO” in Item 11 of our Annual Report on Form 10-K for Fiscal 2023.

As of June 30, 2025, all vested performance stock options are unexercised and out-of-the money.

Section V – Compensation Peer Group

Section IV – Compensation Peer Group

Aggregate compensation for each NEO is designed to be market competitive.

The Talent and Compensation Committee refers to the compensation practices of similarly situated companies in determining our compensation policy.

Although the Talent and Compensation Committee reviews each element of compensation for market competitiveness and may weigh a

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particular element more heavily than another based on an NEO’s role within the Company, the focus remains on being competitive in the market with respect to total compensation.

We use an industry framework noted below, which aligns with the approach taken by proxy advisors, to identify companies that are comparable in size, have similar business strategies and financial models, recognizing that there are very few, if any direct peers that are based in Canada with named executive officers residing in the U.S., which is a key market for executive talent in the information technology industry.

We apply the following screening process:

Although the Talent and Compensation Committee reviews each element of compensation for market competitiveness and may weigh a particular element more heavily than another based on a NEO’s role within the Company, the primary focus remains on being competitive in the market with respect to total compensation.

To identify comparable companies, we apply an industry framework that aligns with the methodology used by proxy advisors, selecting companies that are similar in size and have comparable business strategies and financial models.

We recognize that there are few, if any, direct peers that are based in Canada with a significant U.S.

Given that our market for executive talent is global in nature, we apply the following screening process:

Quantitative Screen

We initially screen based on those companies within our Global Industry Classification Standard (GICS) industry group, including those specifically classified under the Application Software sub-industry.

From there, we identify companies that are reasonably similar to OpenText, filtering companies based on revenue and market capitalization (each within a range of 0.25 to 4 times our own).

Following this initial quantitative screen, we will review additional factors such as total assets, net income, and number of employees to supplement our overall quantitative selection process.

We initially screen for companies within our Global Industry Classification Standard (GICS) industry group, including those specifically classified under the Application Software sub-industry.

From there, we identify companies that are reasonably similar to OpenText, filtering based on revenue and market capitalization (each within a range of 0.25 to 4 times our own).

Following this initial quantitative screen, we review additional factors such as total assets, net income, and number of employees to supplement our overall quantitative selection process.

Qualitative Screen

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We also consider companies that have been identified as a peer of one of our previous year’s peers, companies that use OpenText as a peer in their own disclosure, and peer groups published by proxy advisory firms, before finalizing the composition of our peer group.

The Talent and Compensation Committee generally benchmarks against software and technology companies with a global presence, rather than solely Canadian companies because:

• We are a global software company with greater than 95% of our revenues generated outside of Canada, including 51% of our revenues in the U.S.;

• The highly competitive U.S.

technology market is a key market for multi-national executive talent in the software and technology industry;

• For the full range of executive leadership roles at the Company, it is not feasible to solely source talent from Canadian software and technology companies, particularly for core business functions requiring technology sector expertise.

The Talent and Compensation Committee recognizes that recruiting talent globally, including from the U.S., is critical for our success, even though executive compensation levels may be higher by comparison to levels in Canada.

Attracting and retaining talent with the highest level of industry expertise is a key part of the Company’s business and strategy, and our compensation practices must align with market expectations where the industry skills reside.

Further, the Talent and Compensation Committee also acknowledges that paying local market compensation in local currency may result in higher relative compensation compared to other Canadian companies that provide Canadian residents with Canadian dollars.

Converting amounts paid to executives based outside of Canada to Canadian currency inflates the appearance of the compensation if compared to Canadian companies that pay Canadian residents in local currency.

2025 Compensation Peer Group

For Fiscal 2025, we conducted a review of our compensation peer group in collaboration with the Board and management’s compensation consultants.

In response to the feedback received during Fiscal 2025 shareholder outreach regarding the concern that the Fiscal 2024 average peer group company’s market capitalization was too large, we removed several companies with market capitalization exceeding OpenText’s, even though they aligned on revenue metrics.

They were replaced with companies that better fit within the targeted range.

The Talent and Compensation Committee generally benchmarks against software and technology companies with a global presence, rather than solely Canadian companies, recognizing that qualified candidates for executive positions compete in a global market for talent regardless of where they reside.

Attracting and retaining talent with the highest level of industry expertise is central to the Company’s business and strategy, and our compensation practices must align with market expectations.

Benchmarking against a broad, globally representative peer group

ensures that our compensation program remains competitive and enables us to attract, retain, and motivate the caliber of executive leadership required to drive the Company’s long-term performance and growth.

Fiscal 2026 Compensation Peer Group

For Fiscal 2026, we conducted a thorough review of our compensation peer group in collaboration with the Board and management’s compensation consultants.

Following this review, we determined that the existing peer group remained appropriate and required no changes, consistent with feedback received through direct shareholder outreach.

The peer group used for benchmarking executive compensation was selected through a rigorous process that incorporated multiple inputs.

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This approach ensures the peer group reflects relevant industry standards and supports informed compensation decisions.

In addition to this peer group, for certain executive roles including the CEO and CFO, the Talent and Compensation Committee also references compensation market data from TSX 60 companies, given that OpenText is itself a TSX 60 constituent, to ensure pay practices remain competitive within the Canadian market for senior executive talent.

As a result, for Fiscal 2026, all peer companies fall within the targeted range of 0.25x to 4x OpenText’s revenue and market capitalization.

As a comparison amongst the peer group:

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• OpenText’s trailing 12-month revenue ranks at the 61 st percentile relative to the peer group.

• OpenText’s six-month average market capitalization ranks at the 22 nd percentile, marking an increase from Fiscal 2024, when OpenText’s market capitalization was positioned at the 16 th percentile.

Our peer group for Fiscal 2025 is the following:

By way of comparison among the peer group:

• OpenText’s trailing 12-month revenue ranks at the 60 th percentile relative to the peer group.

• OpenText’s six-month average market capitalization ranks at the 22 nd percentile.

Our peer group for Fiscal 2026 consists of the following companies:

Akamai Technologies Dropbox NCR Voyix

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Profile Comparison

Peer Group Median OpenText OpenText % of Peer Group

Peer Group Median OpenText OpenText % of Peer Group Peer Group Median OpenText OpenText % of Peer Group

Revenues (in millions)

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Headcount 11,200 21,400 191.1 % 11,350 19,900 175.3 %

155.8% 11,200 21,400 191.1%

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Section VI - Elements of Our Compensation Program

Section V - Elements of Our Compensation Program

We use a combination of fixed and variable compensation to motivate our executive officers to achieve our corporate goals.

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• Long-term equity incentives (variable).

To ensure alignment of the interests of our executive officers with the interests of our shareholders, our executive officers have a significant proportion of compensation that is variable or “at risk.” Compensation that is “at risk” means compensation that can vary on whether and how much is paid to an executive officer depending on whether the Company and such executive officer are able to meet or exceed applicable performance targets.

Also, our short-term and long-term incentive compensation is subject to our Clawback Policy (see “Other Information with Respect to Our Compensation Program - Clawback Policy” below).

To ensure alignment of the interests of our executive officers with those of our shareholders, a significant proportion of each executive officer’s compensation is variable or “at risk.” Also, our short-term and long-term incentive compensation is subject to our Clawback Policy (see “Other Information with Respect to Our Compensation Program - Clawback Policy” below).

The Talent and Compensation Committee believes Fiscal 2026 compensation outcomes are aligned with Company performance and shareholder experience.

Consistent with our pay-for-performance philosophy, realized and realizable CEO and NEO pay outcomes track total shareholder return (TSR) over both annual and long-term periods.

For Fiscal 2026, CEO compensation outcomes declined alongside TSR underperformance:

PSUs granted in Fiscal 2023 vested at 74% of target based on rTSR at the 37th percentile and the Fiscal 2026 STI paid out at 91% of target.

The Talent and Compensation Committee annually considers the percentage of each NEO’s total target compensation that is “at risk” depending on the NEO’s responsibilities and objectives.

Named Executive Officer

(“Not At Risk”) Short-Term

The following pay mix graphics reflect the annualized target compensation of our current CEO and CFO, as well as our three most highly compensated executive officers, other than the current CEO and CFO, who were serving as an executive officer at the end of Fiscal 2026 (collectively, the “Current NEOs”).

The graphics below, as well as other graphics depicting our Current NEOs in this CD&A, are intended to reflect the design of our go-forward executive compensation program.

As a result, Mr.

McGourlay, Mr.

Barrenechea, Mr.

Westlake, Mr.

Berry, and Ms.

Ono have been excluded from the determination of our Current NEOs to provide appropriate comparability for our program design as compared to our peers.

The pay mix graphics below reflect our CEO’s and Current NEOs (excluding the CEO) pay mix for their annualized target compensation for Fiscal 2026, illustrating the significant proportion of total target compensation that is performance-based and at risk.

Named Executive Officer Fixed Pay

(“Fixed”) Short-Term

(at 100% target)

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(at 100% target)

Barrenechea 8% 12% 80%

Ayman Antoun (1)

Steve Rai (1)

Todd Cione 13% 13% 74%

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Muhi Majzoub 19% 19% 62%

Chadwick Westlake (1)

Madhu Ranganathan (1)

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Westlake’s values are based on annualized target compensation for Fiscal 2025 as Mr.

Westlake joined the Company in March 2025.

Westlake is included, and Ms.

Ranganathan is excluded from the NEO Pay Mix graphic above.

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Antoun’s and Mr.

Rai’s pay mix percentages are based on their respective annualized target compensation, as each joined the Company during Fiscal 2026 and did not serve as an executive officer for the full fiscal year.

The base salary review for each NEO considers factors such as current competitive market conditions and the individual’s particular skills (such as leadership ability and management effectiveness, experience, responsibility and proven or expected performance).

In line with our commitment to “at risk” compensation and reflecting the interests of our shareholders, our CEO’s base salary remained unchanged for the seventh consecutive year.

Named Executive Officer Fiscal 2025 Base Salary

Barrenechea $950,000

For the actual base salary paid to each NEO during Fiscal 2026, see the Summary Compensation Table below.

Short-Term Incentives

In Fiscal 2026, NEOs participated in our STI plan, which is designed to motivate the achievement of corporate goals approved by the Board at the start of the fiscal year.

Awards under the STI plan are paid in cash.

The target annual STI levels for each of our NEOs for Fiscal 2026 are shown in the table below, other than Mr.

Barrenechea, Mr.

Westlake, Mr.

Berry and Ms.

Ono who did not participate on the same basis as the other NEOs;

their respective STI treatment is described separately below.

Named Executive Officer Fiscal 2026 Target Bonus

Ayman Antoun (1)

Steve Rai (2)

Todd Cione $ 675,000

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Muhi Majzoub $ 625,000

Chadwick Westlake (1)

Madhu Ranganathan (2)

_____________

Westlake joined the Company in March 2025.

In Fiscal 2025, Mr.

Westlake’s annualized base salary was CAD $800,000 (US $585,210).

Ranganathan ceased to be our Chief Financial Officer in March 2025.

In Fiscal 2025, Ms.

Ranganathan’s annualized base salary was $775,000.

Short-Term Incentives

In Fiscal 2025, all of our NEOs, with the exception of Mr.

Westlake, participated in our STI plan, which is designed to motivate the achievement of our short-term corporate goals.

Westlake joined the Company in March 2025.

See below for the treatment of Mr.

Westlake’s STI award for Fiscal 2025 .

These short-term corporate goals are derived from our annual business plan which is approved by the Board at the start of the fiscal year.

Awards made under the STI plan are paid in cash only.

The executive STI plan for Fiscal 2025, which is applicable to all of our NEOs except Mr.

Duggan, was based on Worldwide Revenues and AOI.

Duggan’s STI plan for Fiscal 2025 is based on Cloud, Customer Support Revenue, Enterprise PS Bookings and AOI.

However, as previously noted, for Fiscal 2026, to ensure alignment and consistency, our STI program for all executives, including Mr.

Duggan, will be based on Worldwide Revenues and AOI.

In Fiscal 2025, we removed Micro Focus Revenue as an STI metric, which had been introduced in Fiscal 2023.

This change reflects the successful integration of Micro Focus products into the broader OpenText portfolio;

as a result, we no longer track Micro Focus revenues separately.

The continued emphasis on revenue-focused metrics aligns with our strategic priorities, which include driving profitable organic growth and fully consolidating Micro Focus products within the OpenText platform.

For Fiscal 2025, the following table shows the target short-term award for each NEO, along with the associated weighting of the related performance measures for each (weightings are slightly different to reflect individual differences in accountability).

Named Executive Officer Total Target

Award Worldwide Revenues (1)

Worldwide Adjusted Operating Income (2)

Cloud, Customer Support Revenue and Enterprise PS Bookings (3)

Barrenechea $ 1,425,000 50% 50% N/A

Todd Cione $ 675,000 50% 50% N/A

Paul Duggan $ 675,000 N/A 30% 70%

Muhi Majzoub $ 625,000 50% 50% N/A

Chadwick Westlake (4)

$ 585,210 50% 50% N/A

Madhu Ranganathan $ 775,000 50% 50% N/A

____________________

(1) Worldwide revenues are derived from the “Total Revenues” line of our audited income statement.

Worldwide revenues are an important metric for measuring our growth and the scope of the business enterprise.

AOI is also adjusted to remove the impact of foreign exchange.

Tab le of C ontents

(3) Cloud revenues are a component of “Cloud services and subscriptions” revenue line of our audited income statement and customer support revenues are a component of our “Customer support” revenue line of our audited income statement, and Enterprise PS Bookings are the total value from Enterprise PS contracts entered into the period that is new, committed and incremental to our existing contracts.

Westlake joined the Company in March 2025.

See below for the treatment of Mr.

Westlake’s STI award for Fiscal 2025.

For the STI award amounts that would be earned at each of threshold, target and maximum levels of performance, see “Grants of Plan-Based Awards for Fiscal 2025” below.

For each performance measure noted above, the Talent and Compensation Committee approves the target award eligible to be earned by an NEO.

The Board also sets a minimum performance threshold, a target performance level and a maximum performance level.

The threshold, target and maximum levels and payout formula are set forth below, as well as actual performance and payouts as a percentage of targets achieved in Fiscal 2025.

Objectives (in millions)

Fiscal 2025 % Target Actually Achieved

% of Payment per Fiscal 2025 Payout Table

Worldwide Revenues $ 4,816 $ 5,381 $ 5,596 $ 5,150 96 % 85 %

Worldwide Adjusted Operating Income $ 1,473 $ 1,645 $ 1,695 $ 1,636 99 % 95 %

Cloud, Customer Support Revenue and Enterprise PS Bookings $ 3,730 $ 4,167 $ 4,334 $ 4,037 97 % 85 %

______________________

(1) The Fiscal 2025 target, which reflect only our ongoing product portfolio, represent a 1% growth in Worldwide Revenues compared to Fiscal 2024 results when AMC is excluded from the results, and represent a larger increase in the AOI target as the Company continues to focus on growing revenue and reducing costs.

Therefore, the Fiscal 2025 targets for each metric were set greater than their respective 2024 achievements on an ongoing product portfolio basis.

See Section III - Fiscal 2025 Highlights for more information.

Payment Scale for 2025 Worldwide Revenues, Team Cloud and Customer Support Revenue, and PS Enterprise Bookings

% Attainment % Payment % Attainment % Payment

0 - 89% —% 101.0% 125.0%

90 - 91% 40.0% 101.5% 137.5%

92 - 93% 55.0% 102.0% 150.0%

94 - 95% 70.0% 102.5% 162.5%

96 - 97% 85.0% 103.0% 175.0%

98 - 99% 95.0% 103.5% 187.5%

100.0% 100.0% 104.0% 200.0%

James McGourlay (3)

Cosmin Balota $ 144,768

______________________

Formula when performance is above-target:

Actual / Target = % of Attainment

(Linear interpolation x12.5% earnout for every 0.5% by which performance attainment is over 100% of goal)

Payment Scale for 2025 Worldwide Adjusted Operating Income

Antoun joined the Company in April 2026.

As a result, Mr.

Antoun’s “at target” payout in Fiscal 2026 was prorated to $231,312, based on his annual STI target of $1,172,623.

Rai joined the Company in October 2025.

As a result, Mr.

Rai’s “at target” payout in Fiscal 2026 was prorated to $385,322, based on his annual STI target of $524,785.

(3) From August 1, 2025 through June 30, 2026, Mr.

McGourlay’s STI plan performance metrics were Worldwide Revenues and Worldwide AOI.

His annual STI target for the period was prorated for the 11-month period during which he participated in the plan.

McGourlay participated in a commission plan from July 1, 2025 to July 31, 2025, while in his role as EVP, International Sales (prior to being appointed as Interim CEO).

His commission earnings for the one-month period were $12,746.

The Fiscal 2026 STI plan was based on two equally weighted performance measures, Worldwide Revenues and Adjusted Operating Income (AOI), each representing 50% of the total target award.

Starting Fiscal 2026, all NEOs, including sales executives previously assessed on differentiated metrics, are measured solely on Worldwide Revenues and AOI, simplifying the program and aligning all executives to the Company’s core strategic priorities and a focus on profitable growth.

The Talent and Compensation Committee approves the target award eligible to be earned by each NEO and sets the minimum performance threshold, target performance level and maximum performance level for each performance measure.

In Fiscal 2026, in response to shareholder feedback, the performance threshold required to earn the maximum STI payout of 200% of target was raised to at least 104% for both Worldwide Revenues and AOI, stricter than Fiscal 2025 when only AOI required 103% for maximum payout.

The payout curves were also restructured to deliver lower payouts for below-target performance, strengthening the link between pay and revenue and AOI growth.

Payment Scale for 2026 Worldwide Revenues and Worldwide Adjusted Operating Income

% Attainment % Payment % Attainment % Payment

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98% 70.0% 104.0% 200.0%

98 - 99% 95.0% 103.0% 200.0%

100.0% 100.0%

Formula when performance is above-target:

Actual / Target = % of Attainment

(Linear interpolation x16.67% earnout for every 0.5% by which performance attainment is over 100% of goal)

Tab le of C ontents

The actual STI award earned by each NEO for Fiscal 2025 was determined in accordance with the formulas described above, without any discretionary adjustment.

We have set forth below for each NEO the award amount actually paid for Fiscal 2025, and the percentage of target award amount reflected by the actual award paid, broken out by performance measure as follows:

Performance Measure:

Target Payable at

Threshold Actual

(% of Target)

Worldwide Revenues $ 712,500 $ 285,000 $ 605,625 85 %

Worldwide Adjusted Operating Income $ 712,500 $ 285,000 $ 676,875 95 %

Total $ 1,425,000 $ 570,000 $ 1,282,500 90 %

Performance Measure:

Target Payable at

Threshold Actual

(% of Target)

(Linear interpolation of earnout relative to performance attainment across the full range)

The threshold, target and maximum performance levels and associated payout formula for Fiscal 2026 are set forth in the following table.

Financial Measure (in millions) Weighting

Threshold Target (1)

Maximum Results Payout (%) Weighted Payout (%)

Worldwide Revenues (2)

50 % $ 4,934 $ 5,194 $ 5,402 $ 5,089 70 % 91%

Worldwide Adjusted Operating Income $ 337,500 $ 135,000 $ 320,625 95 %

Total $ 675,000 $ 270,000 $ 607,500 90 %

______________________

(1) Prior Sales executives were measured on metrics that were a subset of Worldwide Revenues.

However, with the strategic appointment in Fiscal 2024 of Todd Cione as President of OpenText Worldwide Sales, the Worldwide Revenue metric (and not a subset of this metric) was considered more appropriate as Mr.

Cione is focused on spearheading our global go-to-market strategy and revenue growth, with OpenText's global sales and sales operations functions reporting directly to him.

Performance Measure:

Target Payable at

Threshold Actual

(% of Target)

Cloud, Customer Support Revenue and Enterprise PS Bookings (1)

Adjusted Operating Income (3)

50 % $ 1,582 $ 1,665 $ 1,732 $ 1,674 113 %

Worldwide Adjusted Operating Income $ 202,500 $ 81,000 $ 192,375 95 %

Total $ 675,000 $ 270,000 $ 594,000 88 %

______________________

(1) For Fiscal 2026, to ensure alignment and consistency across all executives, Mr.

Duggan’s STI metrics will be based on Worldwide Revenues and AOI.

See Section I - Our Shareholder Engagement Process and Response to Say-on-Pay Vote for a description of changes to our STI program for Fiscal 2026.

Performance Measure:

Target Payable at

Threshold Actual

(% of Target)

Worldwide Revenues $ 312,500 $ 125,000 $ 265,625 85 %

Worldwide Adjusted Operating Income $ 312,500 $ 125,000 $ 296,875 95 %

Total $ 625,000 $ 250,000 $ 562,500 90 %

(1) During Fiscal 2026, the Company completed two divestitures:

the sale of eDOCS on January 12, 2026 for $163 million in cash, and the sale of Vertica on May 11, 2026 for $150 million in cash, in each case before taxes, fees and other adjustments.

The Fiscal 2026 target, which reflects only our ongoing product portfolio, represents approximately 1% growth in Worldwide Revenues compared to Fiscal 2025 results after excluding eDOCS and Vertica from the results.

The targets also reflect a greater increase in the AOI target, consistent with the Company’s continued focus on revenue growth and cost reduction initiatives.

Accordingly, the Fiscal 2026 targets for each metric were established at levels above their respective Fiscal 2025 achievements on an ongoing product portfolio basis.

(2) Worldwide Revenues are derived from the “Total Revenues” line of our audited income statement and are an important metric for measuring our growth and the scope of the business enterprise.

(3) AOI is a non-GAAP measure intended to reflect the operational effectiveness of our leadership by showing our ability to generate profits from our operational activities and to manage the costs associated with our worldwide revenues.

The actual STI award earned by each NEO for Fiscal 2026 was determined in accordance with the formulas described above, without any discretionary adjustment.

Barrenechea ceased to be our Chief Executive Officer in August 2025.

Pursuant to his employment agreement, he received an “at target” STI payment prorated for the period he was employed during Fiscal 2026.

Barrenechea’s “at target” payout in Fiscal 2026 was $164,423, based on his annual STI target of $1,425,000.

Chadwick Westlake

Westlake joined the Company in March 2025.

As part of Mr.

Westlake’s sign-on compensation arrangement, he was provided with an “at target” STI payment prorated for the duration he was employed during Fiscal 2025 (i.e., from March 2025 to June 2025) to ensure Mr.

Westlake neither benefits from nor is penalized for performance metrics that would not have reflected Mr.

Westlake’s contribution to the Company during the remainder of the fiscal year.

As a result, Mr.

Westlake’s “at target” payout in Fiscal 2025 was $189,191, based on his annual STI target of $585,210.

Tab le of C ontents

Madhu Ranganathan

Ranganathan ceased to be our Chief Financial Officer in March 2025.

As a result of her departure from the Company, she was provided with an “at target” STI payment prorated for the duration she was employed during Fiscal 2025.

As a result, Ms.

Ranganathan’s “at target” payout in Fiscal 2025 was $640,865, based on her annual STI target of $775,000.

Westlake ceased to be our Chief Financial Officer in August 2025.

He received no STI payment as he voluntarily departed from the Company.

Savinay Berry

Berry ceased to be our Chief Product Officer in January 2026.

Pursuant to his employment agreement, he received an “at target” STI payment prorated for the period he was employed during Fiscal 2026.

Berry’s “at target” payout in Fiscal 2026 was $360,577, based on his annual STI target of $625,000.

Ono ceased to be our Chief Marketing Officer in December 2025.

Pursuant to her employment agreement, she received an “at target” STI payment prorated for the period she was employed during Fiscal 2026.

Ono’s “at target” payout in Fiscal 2026 was $272,356, based on her annual STI target of $643,750.

Long-Term Incentives

We incentivize our executive officers, including our NEOs, in part, with long-term compensation pursuant to our LTIP.

Our LTIP grants represent a significant proportion of our NEOs’ total compensation, and their purpose is two-fold:

(i) as a component of a competitive compensation package;

and (ii) to align the interests of our NEOs with the interests of our shareholders.

For each LTIP grant, a target value is established by the Talent and Compensation Committee for each NEO, except for the CEO, whose target value is established by the Board, based on competitive market practice and by the respective NEO’s ability to influence financial or operational performance.

The target values of the annual grants are consistent with competitive market practice, set to ensure that the annual total direct target compensation packages are appropriately positioned relative to our peer group for each of our NEOs.

Grant amounts consider the desired pay mix, competitive position and internal equity across our NEOs.

The program is designed to ensure alignment with our performance over the longer term, with a very high percentage of the long-term incentive being “at risk”.

The performance goals and the weightings of performance goals under the LTIP are first recommended by the Talent and Compensation Committee and then approved by the Board.

Grants are generally made annually and for grants made in August 2024 (for Fiscal 2025) were comprised of the components outlined in the table below.

We incentivize our executive officers, including our NEOs, in part, through long-term compensation granted pursuant to our LTIP.

Our LTIP grants represent a significant proportion of our NEOs’ total compensation and serve a twofold purpose:

(i) to provide a competitive compensation package;

and (ii) to align the interests of our NEOs with those of our shareholders.

Our CEO’s annual LTIP target grant value is $7.0 million, representing a reduction of $2.5 million from the prior CEO's Fiscal 2026 LTIP target of $9.5 million.

His LTIP award consists of 70% PSUs and 30% RSUs, reflecting a greater emphasis on performance-based compensation than the 55% PSU weighting applicable to other NEOs.

In determining the LTI vehicle mix for our CEO, the Talent and Compensation Committee weighed the performance orientation of an all-PSU design against the importance of accelerating share ownership for an externally recruited CEO, and approved a 70% PSU / 30% RSU mix in connection with the negotiation of his employment agreement.

The RSU component supports the build-up of Mr.

Antoun's share ownership toward compliance with the Company's

stock ownership guidelines, strengthening his direct alignment with shareholders, and remains fully at risk to share price performance over its three-year vesting period.

Our CEO joined the Company after the August 2025 annual LTIP grant cycle and did not receive a Fiscal 2026 annual LTIP award.

Our CEO’s first annual LTIP award is expected to be granted in August 2026.

Upon joining the Company, Mr.

Antoun received sign-on equity awards consisting of stock options and RSUs, as described below.

In establishing Mr.

Antoun's compensation package, the Talent and Compensation Committee also considered internal pay equity.

The ratio of CEO target total compensation to that of the next-highest-paid NEO decreased from 2.3x to 1.7x, reflecting greater pay equity among the executive team.

For Fiscal 2026, we increased the annual LTIP target grant values for certain NEOs to ensure alignment with our compensation philosophy.

Despite the increase, the overall LTIP values for certain NEOs remain positioned below the 25th percentile of our peer group.

The performance goals and their weightings under the LTIP are first recommended by the Talent and Compensation Committee and then approved by the Board.

Grants are generally made on an annual basis.

For grants made in August 2025 (for Fiscal 2026), the LTIP consisted of the components outlined in the table below.

Vehicle Vesting

Performance Share Units (PSUs) All NEOs:

Cliff vesting occurs in the third year following the determination by the Board that the performance criteria have been met for the rTSR metric.

Performance Share Units (PSUs) Cliff vesting after three years following the determination by the Board that the performance criteria have been met for the rTSR metric.

Restricted Share Units (RSUs) Vesting occurs annually in equal amounts on each of the first three anniversaries of the grant date.

Stock Options Vesting occurs at a rate of 25% on each of the first four anniversaries of grant date.

Stock options expire seven years after the grant date.

______________________

(1) The number of PSUs to vest will be based on the Company’s rTSR at the end of a three-year period as compared to the TSR of the constituents of the NASDAQ Composite Index.

Once vested, PSUs and RSUs will be settled in either Common Shares or cash, at the discretion of the Board.

Once vested, stock options may be exercised for Common Shares.

(1) The number of PSUs to vest is based on the Company’s rTSR at the end of a three-year period relative to the TSR of the constituents of the NASDAQ Composite Index.

Once vested, PSUs and RSUs are settled in either Common Shares or cash, at the discretion of the Board.

Payouts under LTIP grants:

• May be subject to certain limitations in the event of early termination of employment or change in control of the Company;

• When cash dividends are paid by the Company on outstanding Common Shares, the Company credits additional dividend equivalent PSUs and RSUs to the participant’s account.

Dividend equivalent PSUs and RSUs are subject to the same terms and conditions as the granted PSUs or RSUs, as applicable, and vest and are settled at the same time and in the same form as the PSUs or RSUs to which such dividend equivalent PSUs or RSUs relate.

The dividend equivalents for PSUs are only credited for shares earned under the PSU program.

• When the Company pays cash dividends on outstanding Common Shares, the Company credits dividend equivalent PSUs and RSUs to the participant’s account.

Dividend equivalent PSUs and RSUs are subject to the same terms and conditions as the underlying PSUs or RSUs, as applicable, and vest and are settled at the same time and in the same form as the corresponding PSUs or RSUs.

Dividend equivalents related to PSUs are credited only for shares that are ultimately earned under the PSU program.

LTIP - PSU Grants in Fiscal 2026

In Fiscal 2026, we maintained our practice of granting PSUs to all NEOs, with vesting tied to rTSR.

Since the Fiscal 2024 grant cycle, we have benchmarked our performance against the three-year TSR of companies in the NASDAQ Composite Index.

Since the Fiscal 2024 grant cycle, PSU performance has been benchmarked against the three-year TSR of companies included in the NASDAQ Composite Index, reflecting the Company's increased scale and broader market position following the Micro Focus Acquisition and providing a more representative benchmark for evaluating long-term

This index is heavily weighted towards the information technology sector, aligning with alternative investment opportunities available to our shareholders.

To further strengthen the performance orientation of our PSU program, we refined the rTSR metric in Fiscal 2025 to raise the requirement for achieving a target payout.

Under the revised design, PSUs are earned at the target level only if our rTSR exceeds the median – specifically, at or above the 55th percentile – reinforcing our commitment to strong, market-leading performance.

Tab le of C ontents

To further strengthen the performance orientation of our PSU program, we raised the rTSR threshold required to achieve a target payout for Fiscal 2026 grants.

Under the revised design, PSUs are earned at the target level only if our rTSR ranks at or above the 55th percentile of the NASDAQ Composite Index constituents, reinforcing our commitment to delivering strong, market-leading performance.

In Fiscal 2026, an absolute TSR modifier was introduced to the PSU program.

If the Company's absolute TSR is negative over the three-year performance period, PSU payouts will be capped at 100% of target, even if relative TSR performance would otherwise result in an above-target award.

This modifier directly links pay outcomes to the shareholder experience.

rTSR vs Index Constituents:

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75th percentile 200%

Our CEO’s annual LTIP grant is positioned 26% below the median of our selected peer group, which the Talent and Compensation Committee (with advice from its independent compensation consultant) considered appropriate.

Further, as our CEO continues to hold outstanding performance-based equity from prior years, it was determined that there would be no change to the target grant value of our CEO’s annual LTIP grant in Fiscal 2025 (as compared to Fiscal 2024).

For NEOs, at least 50% of the equity value of their LTIP awards was delivered in the form of PSUs, reinforcing our commitment to performance-based compensation.

Named Executive Officer Performance Share Units Value Restricted Share Units Value Stock Options Value Total

Barrenechea $ 5,000,000 $ 2,500,000 $ 2,500,000 $ 10,000,000

(Linear interpolation of earnout relative to performance attainment across the full range)

The table below reflects annual LTIP target grant values for Current NEOs as of June 30, 2026.

Named Executive Officer Performance Share Units Value Restricted Share Units Value Total

Ayman Antoun (1)

Steve Rai $ 935,000 $ 765,000 $ 1,700,000

Todd Cione $ 2,200,000 $ 1,800,000 $ 4,000,000

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Muhi Majzoub $ 1,100,000 $ 900,000 $ 2,000,000

Chadwick Westlake (1)

______________________

Madhu Ranganathan $ 1,500,000 $ 750,000 $ 750,000 $ 3,000,000

______________________

Westlake joined the Company in March 2025.

In connection with his hire, Mr.

Westlake received a prorated grant (79% of target value) based on his start date relative to the performance cycle.

The LTIP grant, which would have vested in Fiscal 2027, will be cancelled following Mr.

Westlake’s departure from the Company effective August 15, 2025.

For details of our previous LTIPs, see Item 11 of our Annual Report on Form 10-K for the relevant year.

LTIP - PSU Vesting in 2025

Antoun joined the Company after the August 2025 annual LTIP grant cycle and did not receive a Fiscal 2026 annual LTIP award.

For details of our previous LTIPs, see Item 11 of our Annual Report on Form 10-K for the relevant fiscal year.

Sign-on Equity Grant for Mr.

As part of Mr.

Antoun’s employment agreement, he received sign-on equity awards upon joining the Company in April 2026, consisting of stock options and RSUs, each with a target value of $2.0 million.

The sign-on equity awards are consistent with competitive market practices, align Mr.

Antoun’s interests with those of the Company’s shareholders and reinforce a commitment to long-term executive ownership.

• Stock options:

Antoun was granted 378,072 stock options, with a target value of $2.0 million, as determined using the Black-Scholes valuation methodology.

The options vest ratably over four years, with 25% vesting on each anniversary of the grant date.

Antoun was granted 84,696 RSUs, with a target value of $2.0 million, which cliff vest on the third anniversary of the grant date.

The RSU sign-on grant is subject to the same terms and conditions as our LTIP RSU grants.

Sign-on Equity Grant for Mr.

As part of Mr.

Rai’s employment agreement, he received sign-on equity awards upon joining the Company in October 2025, consisting of stock options and prorated participation in prior-year LTIP cycles.

The sign-on equity awards are consistent with competitive market practices, align Mr.

Rai’s interests with those of the Company’s shareholders and reinforce a commitment to long-term executive ownership.

• Stock options:

Rai was granted 120,000 stock options, with a target value of $1.0 million, as determined using the Black-Scholes valuation methodology.

The options vest ratably over four years, with 25% vesting on each anniversary of the grant date.

• Pro-rated LTIP Vesting in Fiscal 2027:

Rai was granted a pro-rated LTIP award which will vest in Fiscal 2027, with a target value of $1.0 million based on his annual target of $1.7 million.

The award consists of 50% PSUs, 25% RSUs, and 25% stock options.

The award follows the same vesting schedule and terms and conditions as the original LTIP grant made in Fiscal 2025.

• Pro-rated LTIP Vesting in Fiscal 2028:

Rai was granted a pro-rated LTIP award which will vest in Fiscal 2028, with the target value of $1.6 million based on his annual target of $1.7 million.

The award consists of 55% PSUs, and 45% RSUs.

The award follows the same vesting schedule and terms and conditions as the original LTIP grant made in Fiscal 2026.

LTIP - PSU Vesting in Fiscal 2026

PSUs granted in Fiscal 2023 were eligible to vest during Fiscal 2026, based on rTSR performance compared to the designated index over a three-year performance period.

During this period, the Company placed at the 35 th percentile relative to the S&P Midcap 400 Software & Services Peer Group used for the Fiscal 2022 PSU award.

This performance resulted in a 70% payout of the original PSU grant.

The Board determined that this outcome accurately reflected the Company’s rTSR performance in accordance with the plan, and no discretionary adjustments were made to the calculated payout under the plan’s rules.

LTIP – Organic Growth Acceleration Program (OGAP)

In Fiscal 2024, as part of our annual LTIP, we made PSU award grants to our NEOs (excluding our CEO) under the OGAP, such PSUs being tied to an organic growth two-year revenue performance metric and eligible to vest by June 30, 2025.

However, the threshold performance was not achieved at the end of the two-year performance period.

As a result, the Board deemed that no discretion would be applied and that no PSUs would be earned under this program.

The OGAP was retired in Fiscal 2025, and no new grants under the OGAP have been made.

RSUs are not subject to specific performance-based vesting criteria.

Instead, they are intended to promote employment retention over the three-year vesting period and align with share price movements over time.

Tab le of C ontents

Over this period, the Company achieved rTSR at the 37 th percentile relative to the S&P Midcap 400 Software & Services Peer Group used for the Fiscal 2023 PSU awards.

This level of performance resulted in a formulaic payout of 74% of the original PSU grant.

RSUs are not subject to specific performance-based vesting conditions.

Instead, RSUs are intended to promote employment retention over the applicable three-year vesting period and to align NEO interests with share price performance over time.

LTIP - Stock Options

For Fiscal 2026 grants, stock options will no longer be included in the annual LTIP awards for our current CEO and other NEOs.

Instead, their annual LTIP grants will consist of PSUs for our CEO and a mix of PSUs and RSUs for our other NEOs.

For Fiscal 2026, the LTIP equity vehicle mix was revised to eliminate stock options from the annual grant program, with annual LTIP awards now delivered through a combination of PSUs and RSUs.

Stock options that were previously granted under earlier annual LTIP awards will continue to vest over a four-year period and will only have value if our stock price increases during their seven-year term.

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For details of our Insider Trading Policy, see “Other Information with Respect to Our Compensation Program - Insider Trading Policy” below.

Section VII - Other Elements of Our Compensation Program

Details of LTIP awards made to each NEO, including individual grant values, are set forth in the compensation tables below.

Section VI - Other Elements of Our Compensation Program

Executive Change in Control and Severance Benefits

Our severance benefit agreements are designed to provide reasonable compensation to departing senior executive officers under certain circumstances.

While we do not believe that the severance benefits would be a determinative factor in a senior executive’s decision to join or remain with the Company, the absence of such benefits, we believe, would present a distinct competitive disadvantage in the market for talented executive officers.

Competitive severance benefits are standard market practice and an important factor in attracting and retaining the caliber of executive talent required to lead our organization.

We believe that the absence of such benefits would put us at a meaningful competitive disadvantage in the market for senior executive talent.

Furthermore, we believe that it is important to set forth the benefits payable in triggering circumstances in advance to avoid future disputes or litigation.

The severance benefits we offer to our senior executive officers are competitive with similarly situated individuals and companies.

We have structured our senior executive officers’ change in control benefits as “double trigger” benefits, meaning that the benefits are paid only in the event of, first, a change in control transaction, and second, a change in relationship between the Company and the senior executive officer within one year after the transaction.

The severance benefits we offer to our senior executive officers are competitive with those offered to similarly situated executive officers at comparable companies.

These benefits are intended to incentivize our senior executive officers to remain employed with the Company in such a transaction.

Our NEOs receive a minimal amount of non-cash compensation in the form of executive perquisites.

To remain competitive in the marketplace, our NEOs are entitled to some limited benefits that are not otherwise available to all our employees, including:

Our NEOs receive a minimal amount of non-cash compensation in the form of executive perquisites that are not otherwise available to all our employees, including:

• An annual executive medical physical examination;

• An annual allowance to reimburse expenses to a pre-defined maximum related to financial planning such as tax preparation, additional life insurance, financial planning and/or estate planning advice.

• An annual allowance to reimburse expenses to a pre-defined maximum for financial, tax and estate planning and additional life insurance.

Certain NEOs may also receive other perquisites from time to time.

Perquisites that meet the applicable disclosure threshold are disclosed in the “All Other Compensation” column of the Summary Compensation Table below.

Other Benefits

We provide various employee benefit programs on the same terms to all employees, including our NEOs, such as, but not limited to:

We provide various employee benefit programs on the same terms to all employees in the same country, including our NEOs, such as, but not limited to:

• Medical health insurance;

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• Tax-based retirement savings plans matching contributions.

Tab le of C ontents

NEOs residing in the United States may be eligible to continue participation in US Open Text health care plans upon retirement on the condition that the costs of the benefit are fully borne by the retiree.

NEOs residing in the U.S.

may be eligible to continue participation in US Open Text health care plans upon retirement on the condition that the costs of the benefit are fully borne by the retiree.

Pension Plans

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Incentive Plan

Barrenechea 2025 950,000 — 10,176,258 2,502,085 1,282,500 36,812 (6) 14,947,655

Vice Chair, CEO and CTO 2024 950,000 — 9,566,165 2,500,415 1,694,375 31,781 (7) 14,742,736

2023 950,000 — 9,189,844 10,589,263 2,498,125 21,050 (7) 23,248,282

Ayman Antoun 2026 174,380 — 2,093,685 2,000,880 211,419 — (7) 4,480,364

Chief Executive Officer (CEO) 2025 N/A N/A N/A N/A N/A N/A (8) N/A

2024 N/A N/A N/A N/A N/A N/A (8) N/A

Steve Rai 2026 387,625 — 3,481,559 1,277,436 352,184 49,355 (9) 5,548,159

Executive Vice President, Chief Financial Officer (CFO) 2025 N/A N/A N/A N/A N/A N/A (8) N/A

2024 N/A N/A N/A N/A N/A N/A (8) N/A

Todd Cione 2026 675,000 — 5,558,276 — 616,950 640,027 (9)(10) 7,490,253

President, Worldwide Sales 2025 675,000 — 3,561,858 875,741 607,500 — (11) 5,720,099

2023 N/A N/A N/A N/A N/A N/A (9) N/A

2024 155,966 167,828 3,240,363 2,780,139 — 1,125 (11) 6,345,421

Paul Duggan 2026 695,000 — 4,585,276 — 635,230 9,000 (6) 5,924,506

President, Chief Customer Officer 2024 650,000 — 2,204,410 396,321 1,232,800 — (7) 4,483,531

Executive Vice President, Special Advisor 2025 675,000 — 3,053,021 750,602 594,000 8,838 (11) 5,081,461

2024 650,000 — 2,204,410 396,321 1,232,800 14,643 (11) 4,498,174

Muhi Majzoub 2026 625,000 — 2,779,138 — 571,250 31,621 (9) 4,007,009

Executive Vice President, Chief Product Officer 2024 600,000 — 2,204,410 396,321 715,000 16,307 (7) 3,932,038

Executive Vice President, Product and Engineering 2025 625,000 — 2,035,348 500,440 562,500 41,894 (11) 3,765,182

2024 600,000 — 2,204,410 396,321 715,000 21,250 (11) 3,936,981

Chadwick Westlake 2025 190,193 189,191 1,967,065 1,279,931 — — (9) 3,626,380

Executive Vice President, Chief Financial Officer (CFO) 2024 N/A N/A N/A N/A N/A N/A (9) N/A

James McGourlay 2026 805,276 12,746 2,504,001 — 700,186 40,951 (9) 4,063,160

President, Chief Client Officer (Former Interim CEO) 2025 N/A N/A N/A N/A N/A N/A (12) N/A

2024 N/A N/A N/A N/A N/A N/A (12) N/A

Madhu Ranganathan 2025 648,769 — 3,053,021 (10) 750,602 (10) 640,865 1,689,971 (11) 6,783,228

Former President, CFO and Corporate Development 2024 775,000 — 3,050,728 617,568 850,625 10,000 (7) 5,303,921

Cosmin Balota 2026 374,362 72,384 417,114 133,788 132,318 37,077 (9) 1,167,043

Senior Vice President, Chief Accounting Officer

(Former Interim CFO) 2025 N/A N/A N/A N/A N/A N/A (12) N/A

2024 N/A N/A N/A N/A N/A N/A (12) N/A

Barrenechea 2026 100,758 — — — 164,423 4,920,324 (13) 5,185,505

Former Vice Chair, CEO and CTO 2025 950,000 — 10,176,258 2,502,085 1,282,500 36,812 (11) 14,947,655

2024 950,000 — 9,566,165 2,500,415 1,694,375 31,781 (11) 14,742,736

Chadwick Westlake 2026 72,384 — — — — 10,022 (14) 82,406

Former Executive Vice President, CFO 2025 190,193 189,191 1,967,065 1,279,931 — 34,191 (11) 3,660,571

2024 N/A N/A N/A N/A N/A N/A (8) N/A

Savinay Berry 2026 355,114 — 3,473,797 — 360,577 1,327,368 (15) 5,516,856

Former Executive Vice President, Chief Product Officer 2025 N/A N/A N/A N/A N/A N/A (8) N/A

2024 N/A N/A N/A N/A N/A N/A (8) N/A

Sandy Ono 2026 277,983 — 2,362,024 — 272,356 1,327,331 (16) 4,239,694

Former Executive Vice President, Chief Marketing Officer 2025 N/A N/A N/A N/A N/A N/A (11) N/A

2024 N/A N/A N/A N/A N/A N/A (11) N/A

______________________

(1) Base salary amounts reflect actual salary paid during Fiscal 2026 and may differ from annualized base salary due to mid‑year appointments, interim roles, or salary adjustments.

The annualized base salaries for Messrs.

Antoun, Rai, Barrenechea, Westlake, and Berry, and Ms.

Ono for Fiscal 2026 were $868,610, $524,785, $950,000, $579,073, $625,000, and $643,750, respectively.

(2) The amount reported in the column for Mr.

McGourlay represents sales commissions earned under his commission-based plan.

The amount reported for Mr.

Cione represents an “at target” STI payment prorated for the period of time Mr.

Cione was employed by the Company during Fiscal 2024, based on his annual STI target of $675,000, pursuant to his sign-on compensation arrangement.

The amount reported in the column for Mr.

The amount reported for Mr.

Westlake represents an “at target” STI payment prorated for the period of time Mr.

Westlake was employed by the Company during Fiscal 2025, based on his annual STI target of $585,210, pursuant to his sign-on compensation arrangement.

(2) Amounts reported in this column represent the aggregate grant date fair value, as computed in accordance with ASC Topic 718 “Compensation-Stock Compensation” (Topic 718).

Grant date fair value may vary from the target value indicated in the table set forth above in the section “LTIP .

” For a discussion of the assumptions used in these valuations, see Note 13 “Equity and Share-based Compensation” to our Notes to Consolidated Financial Statements under Item 8 of the Annual Report on Form 10-K.

For the maximum value that may be received under the PSU awards granted in Fiscal 2025 by each NEO, see the “Maximum” column under “Estimated Future Payouts under Equity Incentive Plan Awards” under the “Grants of Plan-Based Awards in Fiscal 2025” table below.

The amount reported in the column for Mr.

Balota includes a bonus upon successful completion of additional responsibilities assumed in his role as Interim CFO.

(3) Amounts reported in this column represent the aggregate grant-date fair value of the awards at target performance, as computed in accordance with ASC Topic 718 “Compensation-Stock Compensation” (Topic 718).

These values reflect the probable outcome at the grant date and may vary from the target values indicated in the table set forth above in the

section “LTIP” and the amounts ultimately realized by the NEOs.

For a discussion of the assumptions used in these valuations, see Note 13 “Equity and Share-based Compensation” to our Notes to Consolidated Financial Statements included in Item 8 of the Annual Report on Form 10-K.

Assuming achievement of the highest level of performance, the maximum grant-date fair value of the PSU awards received by Messrs.

Antoun, Rai, Cione, Duggan, Majzoub, McGourlay, Balota, Barrenechea, Westlake and Berry, and Ms.

Ono in Fiscal 2026 would be $—, $4.6 million, $7.5 million, $6.2 million, $3.8 million, $3.3 million, $0.6 million, $4.7 million, and $3.2 million, respectively.

McGourlay's stock awards include a supplemental LTIP grant approved by the Board in connection with his appointment as Interim CEO, with a target value of $281,250, in addition to his annual LTIP award of $1.5 million.

The amounts reported for Mr.

Berry and Ms.

Ono reflect the grant-date fair value of PSU and RSU awards granted in Fiscal 2026, as required by Topic 718.

Berry and Ms.

Ono subsequently forfeited all such PSUs and RSUs upon their respective departures from the Company in January 2026 and December 2025, respectively.

For further detail see "Grants of Plan-Based Awards in Fiscal 2026" below.

RSUs and PSUs are entitled to receive dividend equivalents, which are credited in the form of additional units and are subject to the same vesting conditions as the underlying award;

dividend equivalents in respect of PSUs are credited only on units that are ultimately earned.

Such dividend equivalents do not result in additional compensation for purposes of the table.

(4) Amounts reported in this column represent the amount recognized as the aggregate grant-date fair value of stock option awards, as calculated in accordance with Topic 718 for the fiscal year in which the awards were granted.

In all cases, these amounts do not reflect whether the recipient has actually realized a financial benefit from the exercise of the awards.

The performance stock options granted to Mr.

Barrenechea in Fiscal 2023 have been reflected and valued assuming all performance conditions are satisfied.

Also see “Long-Term Equity Grants to CEO” and “Grants of Plan-Based Awards in Fiscal 2023” in Item 11 of our Annual Report on Form 10-K for Fiscal 2023 for details of target performance value and vesting.

For a discussion of the assumptions used in this valuation, see Note 13 “Equity and Share-based Compensation” to our Notes to Consolidated Financial Statements under Item 8 of the Annual Report.

Antoun and Mr.

Rai’s option awards reflect grants of stock options approved by the Board in connection with their respective sign-on compensation arrangements.

Balota's option awards reflect a grant of stock options approved by the Board in connection with his appointment as Interim CFO.

For further detail see "Grants of Plan-Based Awards in Fiscal 2026" below.

(5) Amounts reported in this column for Fiscal 2026 represent payments under the short-term incentive plan based on actual performance achieved.

Ranganathan’s payment represents “at target” STI payment prorated for the duration she was employed during Fiscal 2025.

(5) Except as otherwise indicated the amounts in “All Other Compensation” primarily include (i) medical examinations and (ii) tax preparation and financial advisory fees paid.

The payments made to Mr.

Barrenechea, Mr.

Berry, and Ms.

Ono represent their “at target” STI payment prorated for the duration they were employed during Fiscal 2026.

(6) Except as otherwise indicated the amounts in “All Other Compensation” primarily include (i) medical examinations, (ii) tax preparation and financial advisory fees paid, (iii) employer matching contributions under benefit plans, and (iv) authorized spousal travel expenses related to certain Company events.

“All Other Compensation” does not include benefits received by the NEOs which are generally available to all of our salaried employees.

(6) Represents amounts we paid, reimbursed or attributed for tax, financial, and estate planning and medical examinations.

Tab le of C ontents

(7) The total value of all perquisites and personal benefits for this NEO was less than $10,000, and, therefore, excluded from calculating “All Other Compensation”.

Antoun joined the Company in April 2026, Mr.

Rai joined the company in October 2025, Mr.

Westlake joined the Company in March 2025, and Mr.

Berry joined the company in January 2025.

(9) Includes gross-up amounts for authorized spousal travel expenses related to certain Company events.

The gross-up amounts for Messrs.

Rai, Cione, Majzoub, McGourlay, and Balota were $22,557, $9,398, $4,494, $21,921, and $14,568, respectively.

(10) Includes $600,000 that was paid, reimbursed or attributed for relocation costs.

(11) For details of the amounts of fees or expenses we paid or reimbursed please refer to Summary Compensation Table in Item 11 of our Annual Report on Form 10-K for the corresponding fiscal years ended June 30, 2025 and 2024.

(8) The total value of all perquisites and personal benefits for this NEO was less than $10,000, and, therefore, excluded.

Cione joined the Company in April 2024 and Mr.

Westlake joined the Company in March 2025.

(10) All Options, PSUs and RSUs that were granted in Fiscal 2025 were forfeited as a result of Ms.

Ranganathan’s departure from the Company.

Ranganathan ceased to be our Chief Financial Officer in March 2025.

As a result of her termination with the Company, pursuant to her employment agreement (filed as Exhibit 10.18 of the Annual Report on Form 10-K for the year-ended June 30, 2025), Ms.

Ranganathan will receive 12-months of base salary ($775,000), target short-term incentive ($775,000), accrued vacation ($99,851), insurance premium related to employee and medical benefits ($34,994), and payout of certain related perquisites ($5,126).

(12) The executive officer was not a NEO during the fiscal year, and therefore compensation details have been excluded.

Barrenechea ceased to be our Chief Executive Officer in August 2025.

As a result of his termination with the Company, pursuant to his employment agreement, Mr.

Barrenechea is entitled to receive 24-months of base salary ($1,900,000), short-term incentive target ($2,850,000), payout of certain related perquisites (including $56,841 related to tax preparation and financial advisory fees paid, $66,537 related to medical examinations, and guest travel), and accrued vacation ($43,846).

These severance amounts are consistent with the prior disclosure contained in “ Compensation Discussion and Analysis — Elements of Our Compensation Program — Potential Payments Upon Termination or Change in Control” of the Annual Report on Form 10-K for the year ended June 30, 2025.

Westlake ceased to be our Chief Financial Officer in August 2025 and received no severance as he voluntarily departed the Company.

The amount represents a cash payout of earned obligations upon separation.

Berry ceased to be our Chief Product Officer in January 2026.

As a result of his termination with the Company, pursuant to his employment agreement, Mr.

Berry is entitled to receive 12-months of base salary ($625,000), target short-term incentive ($625,000), insurance premium related to employee and medical benefits ($24,426), payout of certain related perquisites ($19,868), accrued vacation pay ($19,231), and employer matching contributions ($13,844).

Ono ceased to be our Chief Marketing Officer in December 2025.

As a result of her termination with the Company, pursuant to her employment agreement, Ms.

Ono is entitled to receive 12-months of base salary ($643,750), target short-term incentive ($643,750), insurance premium related to employee and medical benefits ($24,426), and accrued vacation ($14,855).

These severance amounts are consistent with the prior disclosure contained in “ Compensation

Discussion and Analysis — Elements of Our Compensation Program — Potential Payments Upon Termination or Change in Control” of the Annual Report on Form 10-K for the year ended June 30, 2025.

Grants of Plan-Based Awards in Fiscal 2026

6 unchanged sentences

All Other Stock

of Securities

Underlying (3)

of Shares of Stock or Units (3)

All Other Option

of Securities

Underlying (4)

Awards Closing Price of Option Awards on date of Grant

Date Board Approval

Underlying Options (4)

Closing Price of Option Awards on date of Grant Grant

Stock and Option Awards (6)

Board Approval

Date Threshold

($) Threshold

($/share) ($/share) Awards

Barrenechea 570,000 1,425,000 2,850,000 — — — — — — — —

Ayman Antoun (7)

57,828 231,312 462,624 — — — — — — — —

1 unchanged sentence

5/5/2026 5/11/2026 — — — — — — — 378,072 24.52 24.40 2,000,880

Todd Cione 270,000 675,000 1,350,000 — — — — — — — —

Steve Rai (8)

96,330 385,322 770,643 — — — — — — — —

1 unchanged sentence

11/4/2025 11/7/2025 — — — — — — 8,410 — — — 302,592

Paul Duggan 270,000 675,000 1,350,000 — — — — — — — —

11/4/2025 11/7/2025 — — — 14,660 29,320 58,640 — — — — 1,471,278

1 unchanged sentence

11/4/2025 11/7/2025 — — — — — — — 150,250 35.98 34.57 1,277,436

Todd Cione 168,750 675,000 1,350,000 — — — — — — — —

8/6/2025 8/12/2025 — — — 37,450 74,900 149,800 — — — — 3,758,482

8/6/2025 8/12/2025 — — — — — — 61,280 — — — 1,799,794

Paul Duggan 173,750 695,000 1,390,000 — — — — — — — —

8/6/2025 8/12/2025 — — — 30,895 61,790 123,580 — — — — 3,100,622

8/6/2025 8/12/2025 — — — — — — 50,550 — — — 1,484,654

Muhi Majzoub 156,250 625,000 1,250,000 — — — — — — — —

1 unchanged sentence

8/6/2025 8/12/2025 — — — — — — 30,640 — — — 899,897

James McGourlay 201,522 806,087 1,612,174 — — — — — — — —

8/6/2025 8/12/2025 — — — 14,045 28,090 56,180 — — — — 1,409,556

Chadwick Westlake (6)

8/6/2025 8/12/2025 — — — — — — 22,980 — — — 674,923

1 unchanged sentence

11/4/2025 11/7/2025 — — — — — — 4,310 — — — 155,074

Madhu Ranganathan (7)

Cosmin Balota 36,228 144,914 289,828 — — — — — — — —

8/6/2025 8/12/2025 — — — 2,810 5,620 11,240 — — — — 282,012

1 unchanged sentence

8/6/2025 8/12/2025 — — — — — — — 20,000 30.22 29.49 133,788

Savinay Berry (9)

156,250 625,000 1,250,000 — — — — — — — —

8/6/2025 8/12/2025 — — — 23,405 46,810 93,620 — — — — 2,348,926

8/6/2025 8/12/2025 — — — — — — 38,300 — — — 1,124,871

Sandy Ono (10)

160,938 643,750 1,287,500 — — — — — — — —

8/6/2025 8/12/2025 — — — 15,915 31,830 63,660 — — — — 1,597,229

8/6/2025 8/12/2025 — — — — — — 26,040 — — — 764,795

______________________

(1) Represents the threshold, target and maximum estimated payouts under our short-term incentive plan for Fiscal 2026.

1 unchanged sentence

(2) Represents the threshold, target and maximum estimated payouts under our LTIP PSUs for all NEOs.

For further information, see “Compensation Discussion and Analysis - Elements of Our Compensation Program - Long-Term Incentives - LTIP - PSU Grants in 2025” above.

Tab le of C ontents

(3) Represents the estimated payouts under our LTIP RSUs.

For further information, see “Compensation Discussion and Analysis - Elements of Our Compensation Program - Long-Term Incentives - LTIP - PSU Grants in Fiscal 2026” above.

(3) Represents the grant-date fair market value of our LTIP RSUs.

For further information, see “Compensation Discussion and Analysis - Elements of Our Compensation Program - Long-Term Incentives - LTIP - RSUs” above.

(4) For further information regarding our options granting procedures, see “Compensation Discussion and Analysis - Elements of Our Compensation Program - Long-Term Incentives” above.

(5) Amounts set forth in this column represent the amount recognized as the aggregate grant date fair value of equity-based compensation awards;

(5) “Exercise or base price of option awards” is determined based on the closing price of the Company’s Common Shares on the trading day immediately preceding the grant date.

(6) Amounts set forth in this column represent the amount recognized as the aggregate grant-date fair value of equity-based option awards;

as calculated in accordance with ASC Topic 718 for the fiscal year in which the awards were granted.

In all cases, these amounts do not reflect whether the NEO has actually realized a financial benefit from the exercise of the awards.

For equity awards subject to performance conditions, the grant-date fair value reported in this column is based upon the probable outcome of such conditions.

For a discussion of the assumptions used in this valuation, see Note 13 “Equity and Share-based Compensation ” to our Notes to Consolidated Financial Statements under Item 8 of the Annual Report on Form 10-K.

Westlake joined the Company in March 2025.

Antoun joined the Company after the August 2025 annual LTIP grant cycle and did not receive an annual LTIP award.

The amounts shown represent sign-on equity awards granted pursuant to his employment agreement upon joining the Company in April 2026, consisting of stock options with a target value of $2 million and RSUs with a target value of $2 million.

For further detail see "Sign-on Equity Grant for Mr.

Antoun" above.

Rai joined the Company in October 2025.

In connection with his hire, Mr.

Westlake received a prorated grant (79% of target value) based on his start date relative to the performance cycle.

The LTIP grant would have vested in Fiscal 2027, but will be cancelled following Mr.

Westlake’s departure from the Company effective August 15, 2025.

Ranganathan ceased to be our Chief Financial Officer in March 2025, and has forfeited all stock options, PSUs and RSUs that were granted in Fiscal 2025.

Rai received prorated LTIP awards based on his start date relative to each applicable performance cycle.

For the annual LTIP with a performance period commencing July 1, 2025 and ending September 15, 2028, he received a prorated grant equal to approximately 92% of target value, and for the annual LTIP with a performance period commencing July 1, 2024, and ending September 15, 2027, Mr.

Rai received a prorated grant of approximately 61% of target value.

Berry ceased to be our Chief Product Officer in January 2026, and has forfeited all PSUs and RSUs that were granted in Fiscal 2026.

Ono ceased to be our Chief Marketing Officer in December 2025, and has forfeited all PSUs and RSUs that were granted in Fiscal 2026.

Outstanding Equity Awards at End of Fiscal 2026

The following table sets forth certain information regarding outstanding equity awards held by each NEO (other than Madhu Ranganathan who ceased to be our Chief Financial Officer in March 2025) as of June 30, 2025.

The following table sets forth certain information regarding outstanding equity awards held by each NEO as of June 30, 2026.

This table excludes Mr.

Barrenechea who ceased to be our Chief Executive Officer in August 2025, Mr.

Westlake who ceased to be our Chief Financial Officer in August 2025, Ms.

Ono who ceased to be our Chief Marketing Officer in December 2025, and Mr.

Berry who ceased to be our Chief Product Officer in January 2026), each of whom held no outstanding equity awards.

Option Awards (1)

1 unchanged sentence

Equity Incentive Plan Awards:

Number of Securities Underlying Unexercised Unearned Options (#)

Number of Securities Underlying Unexercised Unearned Options (#) Option

Option Expiration

9 unchanged sentences

Unexercisable

Barrenechea 8/6/2018 161,040 — 39.27 8/6/2025

8/5/2019 273,010 — 38.76 8/5/2026

8/10/2020 213,680 — 45.81 8/10/2027

Ayman Antoun (4)

5/11/2026 — 378,072 24.72 5/11/2033

5/11/2026 85,772 1,899,857 — —

Steve Rai (5)

11/7/2025 — 150,250 35.98 11/7/2032

3 unchanged sentences

11/7/2025 24,791 549,117 — —

Todd Cione 5/6/2024 207,276 207,274 30.25 5/6/2031

8/5/2024 30,939 113,737 28.49 8/5/2031

3 unchanged sentences

8/5/2024 20,609 456,489 — —

Todd Cione 5/6/2024 103,638 310,912 30.25 5/6/2031

8/12/2025 — — 77,979 1,727,225

8/12/2025 63,799 1,413,142 — —

Paul Duggan 8/5/2019 9,750 — 38.76 8/5/2026

8/10/2020 45,130 — 45.81 8/10/2027

1 unchanged sentence

8/8/2022 22,980 7,660 39.09 8/8/2029

Paul Duggan 8/6/2018 2,502 — 39.27 8/6/2025

11/7/2022 120,600 59,400 26.81 11/7/2029

7 unchanged sentences

8/12/2025 52,628 1,165,704 — —

Muhi Majzoub 8/5/2019 42,900 — 38.76 8/5/2026

8/10/2020 37,390 — 45.81 8/10/2027

Tab le of C ontents

8/10/2020 90,282 — 45.81 8/10/2027

4 unchanged sentences

8/5/2024 21,665 64,995 28.49 8/5/2031

Muhi Majzoub 8/6/2018 31,460 — 39.27 8/6/2025

8/7/2023 — — 21,615 478,770

4 unchanged sentences

8/12/2025 31,899 706,571 — —

James McGourlay 8/5/2019 9,750 — 38.76 8/5/2026

8/10/2020 21,370 — 45.81 8/10/2027

8 unchanged sentences

8/5/2024 — — 26,497 586,904

Chadwick Westlake (4)

8/5/2024 8,832 195,635 — —

1 unchanged sentence

8/12/2025 23,925 529,928 — —

Madhu Ranganathan (5)

11/7/2025 — — 5,446 120,627

11/7/2025 4,454 98,653 — —

Cosmin Balota 8/10/2020 2,634 — 45.81 8/10/2027

2/6/2023 15,000 5,000 34.70 2/6/2030

7 unchanged sentences

______________________

(1) Stock options in the table above vest annually over a period of four years starting from the date of grant, with the exception of (i) stock options granted to certain of our executive officers on August 10, 2020 in recognition of their service which vest annually over a five year period, with the first vesting date being two years from the date of grant, (ii) stock options granted to certain of our executive officers on November 7, 2022 in recognition of their services which vest annually over a four year period, with the first vesting date being two years from the date of grant, and (iii) 750,000 performance stock options granted to Mr.

Barrenechea on August 10, 2020 and 1,000,000 performance stock options granted to Mr.

Barrenechea on August 7, 2023, both of which vest subject to the satisfaction of certain performance criteria.

For additional detail, see “Compensation Discussion and Analysis - Our Compensation Program - Long-Term Incentives - Long-Term Grants to CEO”, Item 11 of our Annual Report on Form 10-K for Fiscal 2021 and “Compensation Discussion and Analysis - Our Compensation Program - Long-Term Incentives - Long-Term Grants to CEO” Item 11 of our Annual Report on Form 10-K for Fiscal 2023.

(2) Represents each NEO’s target number of RSUs granted pursuant to our LTIP program, and other non-LTIP related RSUs, which vest upon the schedules described above in “Compensation Discussion and Analysis - Elements of Our Compensation Program - Long Term Incentives.” These amounts illustrate the market value as of June 30, 2025, based upon the closing price for the Company’s Common Shares as traded on the NASDAQ on such date of $29.20.

(3) Represents each NEO’s target number of PSUs granted pursuant to our LTIP program, which vest upon the schedules described above in “Compensation Discussion and Analysis - Elements of Our Compensation Program - Long Term Incentives.” These amounts illustrate the market value as of June 30, 2025, assuming target achievement, based upon the closing price for the Company’s Common Shares as traded on the NASDAQ on such date of $29.20.

Westlake joined the Company in March 2025.

(1) Stock options in the table above vest annually over a four-year period starting from the date of grant, with the exception of (i) stock options granted to certain of our executive officers on August 10, 2020 in recognition of their service which vest annually over a five year period, with the first vesting date being two years from the date of grant, and (ii) stock options granted to certain of our executive officers on November 7, 2022 in recognition of their services which vest annually over a four year period, with the first vesting date being two years from the date of grant.

(2) Represents each NEO's number of RSUs granted pursuant to our LTIP program, and other non-LTIP related RSUs.

LTIP RSUs granted in Fiscal 2024 and onwards vest annually in equal amounts on each of the first three anniversaries of the grant date;

LTIP RSUs granted prior to Fiscal 2024 generally cliff vest three years after the grant date.

Non-LTIP RSUs vest upon the schedules applicable to the respective awards.

These amounts illustrate the market value as of June 30, 2026, based upon the closing price for the Company’s Common Shares as traded on the NASDAQ on such date of $22.15.

(3) Represents each NEO's target number of PSUs granted pursuant to our LTIP program, which cliff vest after three years following the determination by the Board that the performance criteria have been met for the rTSR metric.

These amounts illustrate the market value as of June 30, 2026, assuming target achievement, based upon the closing price for the Company's Common Shares as traded on the NASDAQ on such date of $22.15.

Antoun did not participate in the Fiscal 2026 annual LTIP grant as he joined the Company after the August 2025 grant cycle.

For further detail see “Sign-on Equity Grant for Mr.

Antoun” above.

Rai joined the Company in October 2025.

In connection with his hire, Mr.

Westlake received stock options and a prorated LTIP grant.

The grants will be cancelled following Mr.

Westlake’s departure from the Company effective August 15, 2025.

Ranganathan ceased to be our Chief Financial Officer in March 2025, and forfeited all Options, PSUs and RSUs that were granted in Fiscal 2025.

Tab le of C ontents

Rai received a grant comprised of stock options and a prorated LTIP grant.

For further detail see “Sign-on Equity Grant for Mr.

As of June 30, 2026, options to purchase an aggregate of 7,563,510 Common Shares had been previously granted and are outstanding under our stock option plans, of which 3,688,466 Common Shares were vested.

11 unchanged sentences

Value Realized on Vesting (3)

Barrenechea — — 115,327 3,459,810

Chadwick Westlake — — — —

Todd Cione 6,974 34,527 41,165 1,369,418

1 unchanged sentence

Muhi Majzoub — — 30,755 1,032,327

Madhu Ranganathan (4)

James McGourlay — — 19,114 637,740

Cosmin Balota — — 4,975 164,358

Barrenechea (4)

537,307 3,302,854 191,647 6,469,928

Chadwick Westlake (5)

— — 2,539 74,232

Sandy Ono (6)

116,748 753,150 11,788 384,665

______________________

(1) Relates to the vesting of PSUs and RSUs under our LTIP program.

1 unchanged sentence

(3) “Value realized on vesting” is the aggregate market price of the underlying Common Shares on the applicable vesting date.

Ranganathan ceased to be our Chief Financial Officer in March 2025.

Barrenechea ceased to be our Chief Executive Officer in August 2025.

Westlake ceased to be our Chief Financial Officer in August 2025.

Ono ceased to be our Chief Marketing Officer in December 2025.

Potential Payments Upon Termination or Change in Control

3 unchanged sentences

• If there is a change in control in the ownership of the Company and subsequent to the change in control, there is a change in the employment relationship between the Company and the NEO.

When determining the amounts and the type of compensation and benefits to provide in the event of a termination or change in control described above, we considered available information with respect to amounts payable to similarly situated officers of our peer groups and the position held by the NEO within the Company.

The amounts payable upon termination or change in control represent the amounts determined by the Company and are not the result of any individual negotiations between us and any of our NEOs.

Our employment agreements with our NEOs are similar in structure, terms and conditions, with the key exception of the amount of severance payments, which is determined by the position held by the NEO.

Details are set out below of each of their potential payments upon a termination by the Company without cause and upon a change in control event where there is a subsequent change in the employment relationship between the Company and the NEO.

The amounts payable upon termination or change in control, and their form, are determined pursuant to each NEO's employment agreement or other applicable employment terms, which reflect:

1) market data for severance protections;

2) the Company's compensation philosophy and, 3) where applicable, terms individually negotiated in connection with each executive's appointment.

Our employment agreements with our NEOs are similar in structure, terms and conditions, with individual terms varying to reflect the specific circumstances and negotiated terms of each executive's arrangement.

Key differences in the terms applicable to our CEO are noted in the relevant sections below.

Details are set out below of each NEO’s potential payments upon a termination by the Company without cause, or upon a change in control event followed by a change in the employment relationship between the Company and the NEO, except Mr.

Balota, whose employment terms do not contain contractual severance or change in control provisions.

Upon a termination of employment without cause, Mr.

Balota’s severance and other termination entitlements would be determined in accordance with applicable law.

Termination Without Cause

4 unchanged sentences

• The breach by the NEO of their fiduciary duty or duty of loyalty to the Company;

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• The NEO’s intentional and unauthorized removal, use or disclosure of information relating to the Company, including customer information, which is injurious to the Company or its customers;

• The NEO’s intentional and unauthorized removal, use or disclosure of information relating to the Company, including client information, which is injurious to the Company or its clients;

• The willful performance by the NEO of any act of dishonesty or willful misappropriation of funds or property of the Company or its affiliates;

4 unchanged sentences

Change in Control

If there is a change in control of the Company and within one year of such change in control event, there is a change in the employment relationship between the Company and the NEO without the NEO’s written consent, we may be obligated to provide payments or benefits to the NEO, unless such a change is in connection with the termination of the NEO either for cause or due to the death or disability of the NEO.

If there is a change in control of the Company and within twelve months of such change in control event, there is a change in the employment relationship between the Company and the NEO without the NEO’s written consent, we may be obligated to provide payments or benefits to the NEO, unless such a change is in connection with the termination of the NEO either for cause or due to the death or disability of the NEO.

A change in control includes the following events:

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• Any transaction in which a majority of the Board is replaced over a twelve-month period and such replacement of the Board was not approved by a majority of the Board still in office at the beginning of such period;

• The consummation of a reorganization, merger, consolidation or similar transaction involving the Company, or a sale or other disposition of all or substantially all of the assets of the Company, unless following such transaction the shareholders of the Company immediately prior to such transaction own at least 50% of the then-outstanding equity securities and combined voting power of the resulting entity.

Examples of a change in the employment relationship between the NEO and the Company where payments or benefits may be triggered following a change in control event include:

3 unchanged sentences

• A reduction in the title or position of the NEO, other than (a) a change arising solely out of the Company becoming part of a larger organization following the change in control event or any related change in the reporting hierarchy or (b) a reorganization of the Company resulting in similar changes to the titles or positions of similarly situated executive officers;

None of our NEOs are entitled to the payments or benefits described below, or any other payments or benefits, solely upon a change in control where there is no change to the NEO’s employment relationship with the Company.

• In the case of our CEO, any other change or circumstance that amounts to a constructive dismissal.

None of our NEOs, other than Mr.

Balota, are entitled to the payments or benefits described below, or any other payments or benefits, solely upon a change in control where there is no change to the NEO’s employment relationship with the Company.

Amounts Payable Upon Termination or Change in Control

Pursuant to our employment agreements with our NEOs and the terms of our LTIP, each NEO’s entitlement upon termination of employment without cause or following a change in the NEO’s relationship with the Company, both absent a change in control event and within twelve months of a change in control event, are set forth below.

PSU vesting acceleration provisions within 12 months of a change in control are aligned with peer group practices to provide for the number of PSUs earned to be based on actual rTSR performance through the change in control date.

Ranganathan ceased to be our Chief Financial Officer in March 2025 and therefore is not included in the tables below.

Tab le of C ontents

Pursuant to our employment agreements with our NEOs and the terms of our LTIP, the entitlements of each NEO upon termination of employment without cause or following a change in the NEO's relationship with the Company, both (i) absent a change in control and (ii) within twelve months following a change in control, are set forth below.

Absent a change in control, for all NEOs other than the CEO, LTIP amounts are prorated for the number of months of participation in the applicable performance period in accordance with the terms of the applicable LTIP.

For the CEO, upon a termination without cause absent a change in control, all outstanding LTIP awards vest immediately at 100% of target, in accordance with the terms of the CEO's employment agreement.

Within 12 months of a change in control, for all NEOs other than the CEO, PSU vesting acceleration provisions are aligned with peer group practices to provide for the number of PSUs earned to be based on actual rTSR performance through the change in control date.

For the CEO, upon a qualifying termination within twelve months following a change in control, all outstanding LTIP awards vest immediately at 100% of target, in accordance with the terms of the CEO's employment agreement.

Westlake voluntarily departed the Company during Fiscal 2026;

therefore, he is not included in the tables below.

No Change in Control

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Employee and Medical Benefits (4)

Barrenechea Termination without cause or Change in relationship 24 months 24 months Prorated Vested 24 months (5)

Ayman Antoun (5)

Termination without cause or Change in relationship 24 months 24 months Vested Vested 24 months

Steve Rai Termination without cause or Change in relationship 12 months 12 months Prorated Vested 12 months

Todd Cione Termination without cause or Change in relationship 12 months 12 months Prorated Vested 12 months

1 unchanged sentence

Muhi Majzoub Termination without cause or Change in relationship 12 months 12 months Prorated Vested 12 months

Chadwick Westlake (6)

Termination without cause or Change in relationship — — — — —

James McGourlay Termination without cause or Change in relationship 12 months 12 months Prorated Vested 12 months

Cosmin Balota (6)

Termination without cause or Change in relationship N/A N/A Prorated Vested N/A

Barrenechea (7)

Termination without cause or Change in relationship 24 months 24 months Prorated Vested 24 months

Savinay Berry Termination without cause or Change in relationship 12 months 12 months Prorated Vested 12 months

Sandy Ono Termination without cause or Change in relationship 12 months 12 months Prorated Vested 12 months

______________________

2 unchanged sentences

If the termination date is before the commencement of the 19th month of the performance period, a prorated LTIP will not be paid.

(3) Already vested as of termination date with no acceleration of unvested stock options.

(3) Only stock options that have vested as of termination date are exercisable, with no acceleration of unvested stock options.

For a period of 90 days following the termination date, the NEO has the right to exercise all stock options which have vested as of the date of termination.

(4) Employee and medical benefits provided to each NEO immediately prior to the occurrence of the trigger event for the specified period.

(4) Employee and medical benefits at the level provided to each NEO immediately prior to the occurrence of the triggering event for the specified period.

(5) Pursuant to the CEO’s employment agreement, upon a termination without cause absent a change in control, all outstanding LTIP awards granted to the CEO vest immediately, with PSUs vesting at 100% of target, and all outstanding stock options vest immediately.

Balota’s employment terms do not provide for contractual severance payments or benefits.

Upon a termination without cause, he would be entitled to such severance as may be provided under applicable law, and such amounts are not included in the table above because they are not contractually determinable.

Under the terms of his grant agreements, his unvested RSUs and PSUs vest upon a change in control based on the time elapsed since grant:

0% within the first six months, 50% after six months and before eighteen months, and 100% after eighteen months.

PSU vesting remains subject to rTSR performance measured through the change in control date.

(7) In accordance with the terms of his employment agreement, as amended, Mr.

Barrenechea is entitled to participate until the age of 70 in healthcare benefits substantially similar to what he currently receives as Vice Chair, CEO and CTO of the Company.

Barrenechea is entitled to participate until the age of 70 in healthcare benefits substantially similar to what he received as Vice Chair, CEO and CTO of the Company.

These benefits will be provided at the cost of the Company, provided that Mr.

Barrenechea continues to be responsible for funding an amount that is equal to his employee contribution as Vice Chair, CEO and CTO, unless he becomes employed elsewhere, at which point this benefit will terminate.

Barrenechea continues to be responsible for the applicable employee contribution and this benefit will terminate if he becomes employed elsewhere.

In the event that the employee or company contribution funding increases, Mr.

Barrenechea would be responsible for that increase.

Westlake will receive no severance as he voluntarily resigned effective August 15, 2025.

As a result, amounts payable upon termination (no change in control) is not applicable.

However, had he not submitted his voluntary resignation, the following terms would have applied as of June 30, 2025:

short term incentives:

and employee and medical benefits:

Within 12 Months of a Change in Control

2 unchanged sentences

Employee and Medical Benefits (4)

Barrenechea Termination without cause or Change in relationship 24 months 24 months 100% Vested 100% Vested 24 months (4)

Ayman Antoun Termination without cause or Change in relationship 24 months 24 months 100% Vested 100% Vested 24 months

Steve Rai Termination without cause or Change in relationship 12 months 12 months 100% Vested 100% Vested 12 months

Todd Cione Termination without cause or Change in relationship 12 months 12 months 100% Vested 100% Vested 12 months

1 unchanged sentence

Muhi Majzoub Termination without cause or Change in relationship 24 months 24 months 100% Vested 100% Vested 24 months

Chadwick Westlake (5)

Termination without cause or Change in relationship — — — — —

James McGourlay Termination without cause or Change in relationship 12 months 12 months 100% Vested 100% Vested 12 months

Cosmin Balota (5)

Termination without cause or Change in control — — — — —

______________________

(1) Assuming 100% achievement of the expected targets for the fiscal year in which the triggering event occurred.

(2) For the CEO, upon a qualifying termination within twelve months following a change in control, all outstanding PSUs vest in full at 100% of target and all outstanding RSUs vest in full, in accordance with the terms of the CEO’s employment agreement.

For all other NEOs, the number of PSUs earned is based on actual rTSR performance through the change in control date on a pro-rata basis, and outstanding awards otherwise remain subject to the terms of the applicable plan and award agreements.

"100% Vested" reflects acceleration of vesting;

for NEOs other than the CEO, this does not guarantee 100% of the target PSU award as the number of PSUs earned is determined by actual rTSR performance.

(3) For a period of 90 days following the termination date, the NEO has the right to exercise all stock options which are deemed to have vested as of the date of termination.

(3) Employee and medical benefits provided to each NEO immediately prior to the occurrence of the trigger event.

(4) In accordance with the terms of his employment agreement, as amended, Mr.

Barrenechea is entitled to participate until the age of 70 in healthcare benefits substantially similar to what he currently receives as Vice Chair, CEO and CTO of the Company.

These benefits will be provided at the cost of the Company, provided that Mr.

In the event that the employee or company contribution funding increases, Mr.

Barrenechea would be responsible for that increase.

Tab le of C ontents

Westlake will receive no severance as he voluntarily resigned effective August 15, 2025.

As a result, amounts payable within 12 months of a change in control is not applicable.

However, had he not submitted his voluntary resignation, the following terms would have applied as of June 30, 2025:

short term incentives:

and employee and medical benefits:

(4) Employee and medical benefits provided to each NEO immediately prior to the occurrence of the triggering event, continued for the period specified in the table above.

Balota’s employment terms do not contain change in control provisions.

Under the terms of his grant agreements, his RSUs and PSUs vest upon a change in control alone based on time elapsed since grant.

See footnote (6) to the “No Change in Control” table above for more information.

In addition to the information identified above, each NEO is entitled to all accrued payments up to the date of termination, including all earned but unpaid short-term incentive amounts and earned but unsettled LTIP.

Except as otherwise required by law, we are required to make all these payments and provide these benefits over a period of 12 months or 24 months, depending on the NEO’s entitlement and the circumstances which triggered our obligation to make such payments and provide such benefits, from the date of the event which triggered our obligation.

With respect to payments to Mr.

Barrenechea, the Company intends to make all required payments to Mr.

Barrenechea no later than two and a half months after the end of the later of the fiscal year or calendar year in which the payments are no longer subject to a substantial risk of forfeiture .

In return for receiving the payments and the benefits described above, each NEO must comply with certain obligations in favour of the Company, including a non-disparagement obligation.

Also, each NEO is bound by a confidentiality and non-solicitation agreement where the non-solicitation obligation lasts six months from the date of termination of their employment.

Also, each NEO is bound by a confidentiality and non-solicitation agreement where the non-solicitation obligation lasts eighteen months from the date of termination of their employment in the case of the CEO, and six months from the date of termination of their employment for all other NEOs.

Any breach by an NEO of any provision of his/her contractual agreements may only be waived by the Company upon the review and approval of the Board.

6 unchanged sentences

• The salary and incentive payments are calculated based on the amounts of salary, incentive and benefit payments which were payable to each NEO as of June 30, 2026;

• Payments under the LTIPs are calculated as though 100% of outstanding LTIP awards have vested with respect to a termination without cause or change in relationship following a change in control event, and as though a pro-rated amount have vested with respect to no change in control event.

• Payments under the LTIPs are calculated in accordance with the methodology described under "Amounts Payable Upon Termination or Change in Control" above, which distinguishes between no change in control and change in control scenarios and between the CEO and other NEOs.

Actual payments made at any future date may vary, including the amount the NEO would have accrued under the applicable benefit or compensation plan as well as the price of our Common Shares.

Ranganathan ceased to be our Chief Financial Officer in March 2025 and therefore is not included in the tables below.

See footnote (10) of the Summary Compensation Table under Section VII - Other Elements of Our Compensation Program for more information on the amounts Ms.

Ranganathan will receive pursuant to her employment agreement.

Named Executive Officer Salary

1 unchanged sentence

Stock Options

Barrenechea Termination Without Cause / Change in Relationship with no Change in Control 1,900,000 2,850,000 9,236,889 — 73,625 (1) 14,060,514

Ayman Antoun (1)

Termination Without Cause / Change in Relationship with no Change in Control 1,737,219 2,345,246 1,899,857 — — 5,982,322

Termination Without Cause / Change in Relationship, within 12 months following a Change in Control 1,737,219 2,345,246 1,899,857 — — 5,982,322

Steve Rai (1)

Termination Without Cause / Change in Relationship with no Change in Control 524,785 524,785 364,881 — 19,582 1,434,033

Termination Without Cause / Change in Relationship, within 12 months following a Change in Control 524,785 524,785 1,797,963 — 19,582 2,867,115

Todd Cione Termination Without Cause / Change in Relationship with no Change in Control 675,000 675,000 2,532,023 — 23,177 3,905,200

Termination Without Cause / Change in Relationship, within 12 months following a Change in Control 675,000 675,000 6,421,702 — 23,177 7,794,879

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Paul Duggan Termination Without Cause / Change in Relationship with no Change in Control 695,000 695,000 1,668,943 — — 3,058,943

2 unchanged sentences

Termination Without Cause / Change in Relationship, within 12 months following a Change in Control 1,250,000 1,250,000 3,331,854 — 36,754 5,868,608

Chadwick Westlake (2)

Termination Without Cause / Change in Relationship with no Change in Control — — — — — —

James McGourlay Termination Without Cause / Change in Relationship with no Change in Control 805,276 805,276 944,079 — 19,030 2,573,661

Termination Without Cause / Change in Relationship, within 12 months following a Change in Control 805,276 805,276 2,654,350 — 19,030 4,283,932

Cosmin Balota Termination Without Cause / Change in Relationship with no Change in Control — — 217,587 — — 217,587

Termination Without Cause / Change in Relationship, within 12 months following a Change in Control — — 519,698 — — 519,698

______________________

(1) In accordance with the terms of his employment agreement, as amended, Mr.

Barrenechea is entitled to participate until the age of 70 in healthcare benefits substantially similar to what he currently receives as Vice Chair, CEO and CTO of the Company.

These benefits will be provided at the cost of the Company, provided that Mr.

In the event that the employee or company contribution funding increases, Mr.

Barrenechea would be responsible for that increase.

Westlake will receive no severance as he voluntarily resigned effective August 15, 2025.

As a result, amounts payable upon a termination or change in control are not applicable.

However, had he not submitted his voluntary resignation, the following amounts would have been applied as of June 30, 2025:

(a) Termination Without Cause / Change in Relationship with no Change in Control:

short-term incentive payment:

gain on vesting of LTIP and non-LTIP RSUs:

gain on vesting of stock options:

employee benefits:

and (b) Termination Without Cause / Change in Relationship, within 12 months following a Change in Control:

short-term incentive payment:

Antoun and Mr.

Rai’s salary and short-term incentive payment amounts are based on their annualized salary and target compensation for Fiscal 2026.

Westlake voluntarily departed the Company during Fiscal 2026;

therefore, he is not included in the table below.

See Summary Compensation Table under Section VII - Other Elements of Our Compensation Program for more information on the amounts received by Mr.

Westlake pursuant to his employment agreement.

The table below sets forth the amounts received by Mr.

Barrenechea, Mr.

Berry, and Ms.

Ono in conjunction with their departure from the Company.

Named Executive Officer Salary

Gain on Vesting of LTIP and Non-LTIP RSUs

gain on vesting of stock options:

employee benefits:

Stock Options

Barrenechea Termination Without Cause / Change in Relationship with no Change in Control 1,900,000 2,850,000 9,427,891 3,302,854 373,000 17,853,745

Savinay Berry Termination Without Cause / Change in Relationship with no Change in Control 625,000 625,000 — — 24,426 1,274,426

Sandy Ono Termination Without Cause / Change in Relationship with no Change in Control 643,750 643,750 306,052 753,150 24,426 2,371,128

Insider Trading Policy

6 unchanged sentences

Further, we do not grant awards in anticipation of the release of material nonpublic information or time the release of material nonpublic information for the purpose of affecting the value of such grants.

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Clawback Policy

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The Board originally implemented the Share Ownership Guidelines in October 2009 and recommends that equity ownership levels be achieved within five years of becoming a member of the executive leadership team, including NEOs.

As a result of the changes to the ownership guidelines for such individuals will have until 2030 to achieve the new share ownership requirements.

As a result of the changes to the ownership guidelines, such individuals will have until 2030 to achieve the new share ownership requirements.

The Board recommends that senior management retain their ownership levels for as long as they remain members of the executive leadership team.

4 unchanged sentences

Common Shares issuable pursuant to the unexercised options are not counted towards meeting the equity ownership target.

All NEOs are in compliance with the Share Ownership Guidelines applicable to them for Fiscal 2025.

As of the end of Fiscal 2026, all NEOs were in compliance with the Share Ownership Guidelines, as applicable to them.

Regarding non-management directors, both Common Shares and deferred stock units (DSUs) are counted towards the achievement of the Share Ownership Guidelines.

The Company currently has a Directors’ Deferred Share Unit Plan (DSU Plan), whereby any non-management director of the Company may elect to defer all or part of their retainer and/or fees in the form of common stock equivalents.

As of the date of the Circular, all non-management directors, as applicable to them, are in

Tab le of C ontents

compliance with the Share Ownership Guidelines.

The Company currently has a Directors’ Deferred

Share Unit Plan (DSU Plan), whereby any non-management director of the Company may elect to defer all or part of their retainer and/or fees in the form of common stock equivalents.

As of the end of Fiscal 2026, all non-management directors were in compliance with the Share Ownership Guidelines, as applicable to them.

For further details, see the table below titled “Director Compensation for Fiscal 2026.”

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The following table sets forth summary information concerning the annual compensation received by each of the non-management directors of the Company for the fiscal year ended June 30, 2026.

In addition to cash compensation for serving on the Board as its Chair, in August 2025, the Company appointed Mr.

Jenkins as Executive Chair and Chief Strategy Officer.

The Board determined to enter into this arrangement after considering the extraordinary business circumstances at that time, notably that both the CEO and CFO roles were held by interim incumbents, with no specific timeframe to name permanent incumbents to those positions.

The Board also considered Mr.

Jenkins’ long history with the Company, his understanding of key strategic issues, and his strong alignment with shareholders given his ownership stake in the Company.

Following the successful conclusion of the process to hire and onboard Mr.

Jenkins returned to his prior role solely as Board Chair.

Effective July 17, 2026, Jill Larsen was appointed to the Board.

Larsen joined the Board following the end of Fiscal 2026, no compensation was earned or paid during Fiscal 2026 and accordingly Ms.

Larsen is not included in the table below.

Fees Earned or Paid in Cash (1)

9 unchanged sentences

125,000 328,533 453,533

Gail Hamilton (7)

John Hastings (7)

94,829 202,716 30,028 (19) 327,573

4 unchanged sentences

Kristen Ludgate (10)

Ann Powell (11)

85,404 356,352 441,756

4 unchanged sentences

— 14,389 14,389

Michael Slaunwhite (15)

George Schindler (14)

82,377 246,553 328,930

1 unchanged sentence

— 25,441 25,441

Margaret Stuart (16)

— 271,964 17,672 (19) 289,636

Deborah Weinstein (17)

3 unchanged sentences

Cash paid for directors’ fees are paid in accordance with the scheduled fee arrangements set forth in the table below.

If cash is elected for the annual equity grant, such cash is payable at the Company’s next annual general meeting.

If cash is elected for the annual equity grant, such cash is payable at the Company’s next AGM.

In Fiscal 2026, Messrs.

Jenkins and Mses.

Jenkins and Previn, and Ms.

Weinstein elected to receive cash for all of their annual equity grant.

1 unchanged sentence

The DSU Plan, originally effective February 2, 2010, and amended and restated in October 2018, is available to any non-management director of the Company and is designed to promote greater alignment of long-term interests between directors of the Company and its shareholders.

DSUs granted as compensation for directors’ fees vest immediately whereas the DSUs granted for the annual equity grant vest at the Company’s next annual general meeting.

DSUs granted as compensation for directors’ fees vest immediately whereas the DSUs granted for the annual equity grant vest at the Company’s next AGM.

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

(3) The amounts set forth in this column represent the amount recognized as the aggregate grant date fair value of equity-based compensation awards, inclusive of DSU dividend equivalents, as calculated in accordance with ASC Topic 718.

DSUs are entitled to receive dividend equivalents, which are credited in the form of additional units and are subject to the same conditions as the underlying award.

Such dividend equivalents are reflected in the grant date fair value of the award and do not result in additional compensation for purposes of the table.

(3) The amounts set forth in this column represent the amount recognized as the aggregate grant-date fair value of equity-based compensation awards as calculated in accordance with ASC Topic 718.

These amounts do not reflect whether the recipient has actually realized a financial benefit from the awards.

1 unchanged sentence

In Fiscal 2026, Messrs.

Jenkins, Fowlie, Fraser, Hau, Hyder, Previn, Sadler and Slaunwhite and Mses.

Hamilton, Powell, Rippert, Stevenson and Weinstein received 5,768, 12,881, 10,494, 8,824, 7,999, 9,786, 15,313, 4,650, 2,915, 620, 13,292, 16,307, and 9,479 DSUs, respectively.

Jenkins, Fowlie, Fraser, Hastings, Hau, Hyder, Previn, Sadler and Schindler and Mses.

Ludgate, Rippert, Stevenson, Stuart, and Weinstein received —, 8,723, 10,646, 6,044, 7,453, 8,088, 1,258, 429, 7,351, 11,241, 10,642, 785, 8,201, and 3,076 DSUs, respectively.

(4) As of June 30, 2026, Mr.

5 unchanged sentences

Fraser holds 67,458 DSUs.

Hamilton retired from the Board effective September 12, 2024, being the date of our annual general meeting.

The amounts shown (i) reflect the pro rata amounts she received through her retirement date and (ii) include dividend equivalent amounts paid on DSUs held following retirement from the Board but prior to settlement of such DSUs.

Hastings joined the Board on December 9, 2025.

As of June 30, 2026, Mr.

Hastings holds 6,195 DSUs.

(8) As of June 30, 2026, Mr.

Hau holds 45,324 DSUs.

1 unchanged sentence

Hyder holds 21,977 DSUs.

Ludgate joined the Board on June 26, 2025.

(10) As of June 30, 2026, Ms.

Ludgate holds no DSUs.

Powell retired from the Board effective September 12, 2024, being the date of our annual general meeting.

Ludgate held 11,558 DSUs.

Ludgate ceased to serve as a director effective July 17, 2026.

(11) As of June 30, 2026, Mr.

Previn holds 11,467 DSUs.

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(12) As of June 30, 2026, Ms.

Rippert holds 24,766 DSUs.

Sadler retired from the Board effective December 9, 2025, being the date of our 2025 AGM.

The amounts shown reflect the pro rata amounts he received through his retirement date.

Schindler joined the Board on October 6, 2025.

As of June 30, 2026, Mr.

Sadler holds 152,562 DSUs.

Slaunwhite retired from the Board effective September 12, 2024, being the date of our annual general meeting.

The amounts shown (i) reflect the pro rata amounts he received through his retirement date and (ii) include dividend equivalent amounts paid on DSUs held following retirement from the Board but prior to settlement of such DSUs.

Schindler holds 7,546 DSUs.

Stevenson retired from the Board effective December 9, 2025, being the date of our 2025 AGM.

The amounts shown reflect the pro rata amounts she received through her retirement date.

Stuart joined the Board on December 9, 2025.

As of June 30, 2026, Ms.

Stevenson holds 155,524 DSUs.

Stuart holds 8,403 DSUs.

(17) As of June 30, 2026, Ms.

1 unchanged sentence

(18) During Fiscal 2026, Mr.

Sadler received $6,537 in consulting fees, paid or payable in cash, for assistance with acquisition-related business activities.

Sadler abstained from voting on all transactions from which he would potentially derive consulting fees.

Jenkins received $3.1 million in consulting fees under the advisory services arrangement described under “Director Compensation for Fiscal 2026” above.

These payments were approved by the Audit Committee of the Board in accordance with its policies and procedures, and Mr.

Jenkins abstained from voting on all transactions from which he could derive consulting fees.

(19) Includes amounts for authorized spousal travel expenses related to certain Company events and tax gross-ups related thereto.

The gross-up amounts for Messrs.

Fowlie, Hastings and Hau and Mses.

Stuart and Weinstein were $18,377, $15,205, $387, $8,571, and $12,131, respectively.

The Board sets the level of compensation for directors, based on the recommendations of the Corporate Governance and Nominating Committee.

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Directors who are salaried officers or employees receive no compensation for serving as directors.

Barrenechea was the only employee director in Fiscal 2025.

In Fiscal 2026, Mr.

Barrenechea was the only employee director until August 11, 2025 and Mr.

Antoun is the only employee director since April 20, 2026.

The material terms of our director compensation arrangements are as follows :

Amount and Frequency of Payment

Annual Chair retainer fee payable to the Chair of the Board

$200,000 per year payable following our annual general meeting

Annual Chair retainer fee payable to the Chair of the Board $200,000 per year payable following our annual general meeting

Annual retainer fee payable to each non-management director $75,000 per director payable following our annual general meeting

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Annual Audit Committee Chair retainer fee payable to the Chair of the Audit Committee $10,000 per year payable at $2,500 at the beginning of each quarterly period.

Annual Talent and Compensation Committee retainer fee payable to each member of the Talent and Compensation Committee

$15,000 per year payable at $3,750 at the beginning of each quarterly period.

Annual Talent and Compensation Committee Chair retainer fee payable to the Chair of the Talent and Compensation Committee

$10,000 per year payable at $2,500 at the beginning of each quarterly period.

Annual Talent and Compensation Committee retainer fee payable to each member of the Talent and Compensation Committee $15,000 per year payable at $3,750 at the beginning of each quarterly period.

Annual Talent and Compensation Committee Chair retainer fee payable to the Chair of the Talent and Compensation Committee $10,000 per year payable at $2,500 at the beginning of each quarterly period.

Annual Corporate Governance & Nominating Committee retainer fee payable to each member of the Corporate Governance & Nominating Committee $10,000 per year payable at $2,500 at the beginning of each quarterly period.

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Excess travel fee payable to each non-management director attending a meeting who travels more than six hours $2,000 per meeting when applicable.

Retainer fees payable to each non-management director that is a member of an Ad-hoc Committees of the

Reasonable amount to compensate for additional workload as determined by the Board.

______________________

(1) During Fiscal 2026, the Board constituted two ad hoc committees:

the Strategy Committee and the CEO Search Committee.

The Strategy Committee was established by the Board to oversee the evaluation and execution of potential divestitures, including the completed divestitures of eDOCS and Vertica.

For Fiscal 2026, Messrs.

Fowlie, Hastings, and Previn, and Ms.

Rippert were each members of the Strategy Committee.

The CEO Search Committee was constituted to identify, evaluate and recommend the Company's next permanent CEO.

Fraser, Hau, and Hyder, and Ms.

Ludgate, were each members of the CEO Search Committee.

Applicable fees are included in the Director Compensation table above.

The compensation described in the table above reflects the Company’s standard non-management director compensation program.

The Board may, from time to time, approve additional compensation for directors who perform services or assume responsibilities beyond their normal Board and committee duties.

In addition to the scheduled fee arrangements set forth in the table above, non-management directors also receive an annual equity grant representing the long-term component of their compensation.

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For Fiscal 2026, the annual equity grant was $250,000 for each non-management director and $320,000 for the Chair of the Board.

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Non-management directors may elect to receive DSUs or cash for their directors’ fees and/or annual equity grant.

DSUs are granted under a DSU Plan, which is available to any non-management director of the Company.

DSUs granted as compensation for directors’ fees vest immediately whereas DSUs granted for the annual equity grant vest at the Company’s next annual general meeting.

If cash is elected for the annual equity grant, such cash is also payable at the Company’s next annual general meeting.

DSUs granted as compensation for directors’ fees vest immediately whereas DSUs granted for the annual equity grant vest at the Company’s next AGM.

If cash is elected for the annual equity grant, such cash is also payable at the Company’s next AGM.

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

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The members of our Talent and Compensation Committee consist of Ms.

Rippert and Messrs.

Hyder and Fraser.

Stuart and Messrs.

Hyder, Previn and Schindler.

None of the members of the Talent and Compensation Committee have been or are an officer or employee of the Company, or any of our subsidiaries, or had any relationship requiring disclosure herein.

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The Board is responsible for overseeing management’s implementation and operation of enterprise risk management, either directly or through its committees, which shall report to the Board with respect to risk oversight undertaken in accordance with their respective charters.

At least annually, the Board shall review reports provided by management on the risks inherent in the business of the Company (including appropriate crisis preparedness, business continuity, information system controls, cybersecurity programs and risks, and disaster recovery plans, as well as environmental, social and governance matters, including climate-related matters), the appropriate degree of risk mitigation and risk control, overall compliance with and the effectiveness of the Company’s risk management policies, and residual risks remaining after implementation of risk controls.

At least annually, the Board shall review reports provided by management on the risks inherent in the business of the Company (including appropriate crisis preparedness, business continuity, information system controls, cybersecurity and data privacy programs and risks, including those related to the deployment of artificial intelligence and disaster recovery plans, as well as corporate citizenship matters, including climate-related matters), the appropriate degree of risk mitigation and risk control, overall compliance with and the effectiveness of the Company’s risk management policies, and residual risks remaining after implementation of risk controls.

In addition, each committee reviews and reports to the Board on risk oversight matters, as described below.

The Audit Committee oversees risks related to our accounting, financial statements and financial reporting process.

On a quarterly basis, the Audit Committee also reviews reports provided by management on the risks inherent in the business of the Company, including those related to cybersecurity programs and risks, and disaster recovery plans, and reports to the Board with respect to risk oversight undertaken.

On a quarterly basis, the Audit Committee also reviews reports provided by management on the risks inherent in the business of the Company, including those related to cybersecurity and data privacy programs and risks, including those related to the deployment of artificial intelligence, and disaster recovery plans, and reports to the Board with respect to risk oversight undertaken.

The Talent and Compensation Committee oversees risks which may be associated with our compensation policies, practices and programs, in particular with respect to our executive officers.

The Talent and Compensation Committee assesses such risks with the review and assistance of the Company’s management and the Talent and Compensation Committee’s external compensation consultants.

Based on its review and consideration of all of the Company’s compensation plans and practices, the Company does not believe that its compensation policies and practices create risks that are reasonably likely to have a material adverse effect on the Company.

The Corporate Governance and Nominating Committee monitors risk and potential risks with respect to the effectiveness of the Board, and considers aspects such as director succession, Board composition and the principal policies that guide the Company’s overall corporate governance.

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All of our directors are kept informed of our business through open discussions with our management team, including our CEO, who serves on our Board.

The Board also receives documents, such as quarterly and periodic management reports and financial statements, as well our directors have access to all books, records and reports upon request, and members of management are available at all times to answer any questions which Board members may have.

The Board also receives documents, such as quarterly and periodic management reports and financial statements, and our directors have access to all books, records and reports upon request.

Members of management are available at all times to answer any questions that Board members may have.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth certain information as of June 30, 2025 regarding Common Shares beneficially owned by the following persons or companies:

(i) each person or company known by us to be the beneficial owner of approximately 5% or more of our outstanding Common Shares, (ii) each director of our Company, (iii) each Named Executive Officer, and (iv) all directors and executive officers as a group.

The following table sets forth certain information as of June 30, 2026 (except as otherwise indicated) regarding Common Shares beneficially owned by the following persons or companies:

(i) each person or company known by us to be the beneficial owner of more than 5% of our outstanding Common Shares, (ii) each director of our Company, (iii) each Named Executive Officer, and (iv) all directors and executive officers as a group.

Except as otherwise indicated, we believe that the beneficial owners of the Common Shares listed below have sole investment and voting power with respect to such Common Shares, subject to community property laws where applicable.

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The number and percentage of shares beneficially owned as exhibited in Item 12 is based on filings made in accordance with the rules of the SEC and is not necessarily indicative of beneficial ownership for any other purpose.

Under these rules, beneficial ownership includes any shares as to which a person has sole or shared voting or investment power and also any shares of Common Shares underlying options or warrants that are exercisable by that person within 60 days of June 30, 2025.

The number and percentage of shares beneficially owned set forth in the table below are based on filings made in accordance with the rules of the SEC and are not necessarily indicative of beneficial ownership for any other purpose.

Under these rules, beneficial ownership includes any shares as to which a person has sole or shared voting or investment power and also any Common Shares underlying options or warrants, or other rights held by that person, that are exercisable, or that vest or settle, by that person within 60 days of June 30, 2026.

Unless otherwise indicated, the address of each person or entity named in the table is “care of” Open Text Corporation, 275 Frank Tompa Drive, Waterloo, Ontario, Canada N2L 0A1.

Name and Address of Beneficial Owner

Amount and Nature of

Name of Beneficial Owner (1)

Deferred Stock Units (4)

Total Amount and

Beneficial Ownership

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Shares Outstanding (5)

Principal Shareholders

1832 Asset Management L.P.

27,039,270 11.17%

Jarislowsky, Fraser Ltd.

1010 Sherbrooke St.

West, Montreal QC H3A 2R7

21,150,154 8.74%

FIL Limited (8)

17,184,000 7.10%

BlackRock, Inc.

14,810,675 6.12%

Thomas Jenkins 3,288,804 — 167,814 3,456,618 1.41%

Barrenechea (4)

Muhi Majzoub (5)

Randy Fowlie 193,000 — 157,202 350,202 *

Paul Duggan (8)

Stevenson (9)

Deborah Weinstein — — 168,032 168,032 *

Todd Cione (11)

David Fraser 253 — 60,005 60,258 *

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Annette Rippert

— — 17,313 17,313 *

Goldy Hyder — — 14,524 14,524 *

Fletcher Previn — — 11,467 11,467 *

Chadwick Westlake (17)

Kristen Ludgate (10)

All executive officers and directors as a group (19)

— — 4,105 4,105 *

Margaret Stuart — — 2,359 2,359 *

George Schindler — — 1,522 1,522 *

John Hastings — — 151 151 *

Muhi Majzoub 129,996 447,067 — 577,063 *

Paul Duggan 13,790 322,785 — 336,575 *

Todd Cione — 276,128 — 276,128 *

Ayman Antoun — — — — *

Steve Rai — — — — *

Interim CEO and CFO

James McGourlay 35,609 297,189 — 332,798 *

Cosmin Balota 7,472 22,634 — 30,106 *

Former Executives

Barrenechea (11)

1,219,092 — — 1,219,092 *

Sandy Ono (12)

5,942 — — 5,942 *

Chadwick Westlake (13)

1,392 — — 1,392 *

Savinay Berry (14)

All current executive officers and directors as a group 3,676,136 1,613,888 642,365 5,932,389 2.42%

______________________

* Less than 1%

(1) Jill Larsen was appointed as a director of the Company on July 17, 2026, subsequent to June 30, 2026, the date as of which beneficial ownership information is presented, and accordingly is not included in this table.

(2) Represents the number of Common Shares owned as of June 30, 2026.

(3) Represents the options that were exercisable on or became exercisable within 60 days of June 30, 2026.

(4) Represents the number of stock units held under our DSU Plan for non-employee directors.

(5) The percentage of Common Shares outstanding is calculated using the total shares outstanding as of June 30, 2026.

(2) Information based on Schedule 13G/A filed on April 15, 2025 by Jarislowsky, Fraser Limited with the SEC.

(3) Includes 3,288,804 Common Shares owned and 161,189 deferred share units (DSUs) which are exercisable.

(4) Includes 1,219,092 Common Shares owned, 1,353,978 options which are exercisable and 317,246 options which will become exercisable within 60 days of June 30, 2025.

(5) Includes 114,491 Common Shares owned, 375,192 options which are exercisable and 75,080 options which will become exercisable within 60 days of June 30, 2025.

(6) Includes 347,500 Common Shares owned and 144,972 DSUs which are exercisable.

(7) Includes 194,500 Common Shares owned and 141,992 DSUs which are exercisable.

(8) Includes 14,862 Common Shares owned, 195,719 options which are exercisable and 64,198 options which will become exercisable within 60 days of June 30, 2025.

(9) Includes 25,630 Common Shares owned and 147,934 DSUs which are exercisable.

(10) Includes 158,345 DSUs which are exercisable.

(11) Includes 103,638 options which are exercisable and 37,913 options which will become exercisable within 60 days of June 30, 2025.

(12) Includes 253 Common Shares owned and 46,748 DSUs which are exercisable.

(13) Includes 28,607 DSUs which are exercisable.

(14) Includes 5,702 DSUs which are exercisable.

(15) Includes 5,565 DSUs which are exercisable.

(16) Includes 2,577 DSUs which are exercisable.

(17) Includes 213 Common Shares owned.

Ludgate joined the Board in June 2025 and therefore has no vested shares as of June 30, 2025.

(19) Includes 5,252,130 Common Shares owned, 2,659,401 options which are exercisable, 651,561 options which will become exercisable within 60 days of June 30, 2025, and 843,631 DSUs which are exercisable.

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(6) Information based on Schedule 13G/A filed on May 1, 2026 by 1832 Asset Management L.P.

with the SEC.

According to the filing, the address of 1832 Asset Management L.P.

is Scotiabank North, 40 Temperance Street, 16th Floor, Toronto, Ontario, M5H 0B4, Canada.

(7) Information based on Schedule 13G/A filed on October 7, 2025 by Jarislowsky, Fraser Limited with the SEC.

According to the filing, the address of Jarislowsky, Fraser Ltd.

is 1010 Sherbrooke St.

West, 20th Floor, Montreal, Quebec, Canada, H3A 2R7.

(8) Information based on Schedule 13G/A filed on May 6, 2026 by FIL Limited with the SEC.

According to the filing, the address of FIL Limited is Pembroke Hall, 42 Crow Lane, Hamilton, Bermuda, HM19.

(9) Information based on Schedule 13G/A filed on July 29, 2026 by Blackrock, Inc.

with the SEC.

According to the filing, the address of BlackRock, Inc.

is 50 Hudson Yards New York, NY 10001.

Ludgate departed from the Company in July 2026 and is included in the table above as she was a director during Fiscal 2026.

Barrenechea departed from the Company in August 2025 and is included in the table above as he was a named executive officer for Fiscal 2026.

Beneficial ownership information is presented as of Mr.

Barrenechea’s last date of employment with the Company.

Ono departed from the Company in December 2025 and is included in the table above as she was a named executive officer for Fiscal 2026.

Beneficial ownership information is presented as of Ms.

Ono’s last date of employment with the Company.

Westlake departed from the Company in August 2025 and is included in the table above as he was a named executive officer for Fiscal 2026.

Beneficial ownership information is presented as of Mr.

Westlake’s last date of employment with the Company.

Berry departed from the Company in January 2026 and is included in the table above as he was a named executive officer for Fiscal 2026.

Beneficial ownership information is presented as of Mr.

Berry’s last date of employment with the Company.

Securities Authorized for Issuance under Equity Compensation Plans

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of outstanding options,

warrants, and rights

Weighted average

warrants, and rights Weighted average

exercise price

of outstanding options,

warrants, and rights

Number of securities

warrants, and rights Number of securities

remaining available

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and if applicable, the availability of other sources of comparable services or products.

Other than as discussed below and the compensation arrangements disclosed under Part II, Item 11, “Executive Compensation — Compensation Discussion and Analysis” in this Annual Report on Form 10-K, there have not been any transactions to which we are a party, nor are there any proposed transactions to which we would be a party, with related parties for which we are required to disclose pursuant to the rules of the SEC and the Canadian Securities Administrators.

The Board has determined that all directors, except Messrs.

Barrenechea and Sadler, meet the independence requirements under the NASDAQ Listing Rules and qualify as “independent directors” under those Listing Rules.

Barrenechea is not considered independent by virtue of being our Vice Chair, Chief Executive Officer and Chief Technology Officer.

Other than as discussed below and the compensation arrangements disclosed under Part II, Item 11,

“Executive Compensation — Compensation Discussion and Analysis” in this Annual Report on Form 10-K, there have not been any transactions to which we are a party, nor are there any proposed transactions to which we would be a party, with related parties for which we are required to disclose pursuant to the rules of the SEC and the Canadian Securities Administrators.

Further, we are, or may become, a limited partner in one or more strategic investment funds, with an ownership interest of up to approximately 19.9% in each fund, in which such funds invest in early stage and growth stage companies (each, a “Fund”).

Certain of our directors, officers or their immediate family members may participate in the Fund’s investment committee or advisory committee and may also hold positions as directors, executives, or significant equity holders (which may include ownership interests in excess of 10%) in one or more companies in which the Fund invests.

As a result, transactions or relationships involving the Company, the Fund, and Fund portfolio companies may be subject to review and approval under the Company’s policies regarding related party transactions and corporate statutory requirements regarding, where appropriate, recusal of interested directors.

While certain of our directors, officers or their immediate family members may participate in the Fund’s investment committee or advisory committee, we do not control the decisions of the Fund, and portfolio companies who may receive investments from the Fund are not obligated to enter into commercial arrangements with us.

The Board has determined that all current directors, except Messrs.

Antoun and Jenkins meet the independence requirements under the NASDAQ Listing Rules and qualify as “independent directors” under those Listing Rules.

Antoun is not considered independent by virtue of being our Chief Executive Officer.

See “Transactions with Related Persons” below with respect to payments made to Mr.

Sadler ceased to serve as a director effective December 9, 2025;

see “Transactions with Related Persons” below with respect to payments made to him.

Each of the members of our Talent and Compensation Committee, Audit Committee and Corporate Governance and Nominating Committee is an independent director.

Transactions With Related Persons

One of our directors, Mr.

Sadler, received consulting fees for assistance with acquisition-related business activities pursuant to a consulting agreement with the Company.

Sadler’s consulting agreement, which was adopted by way of Board resolution effective July 1, 2011, is for an indefinite period.

The material terms of the agreement are as follows:

Sadler is paid at the rate of Canadian dollars (CAD) $450 per hour for services relating to his consulting agreement.

In addition, he is eligible to receive a bonus fee equivalent to 1.0% of the acquired company’s revenues, up to CAD $10.0 million in revenue, plus an additional amount of 0.5% of the acquired company’s revenues above CAD $10.0 million.

The total bonus fee payable, for any given fiscal year, is subject to an annual limit of CAD $450,000 per single acquisition and an aggregate annual limit of

Tab le of C ontents

CAD $980,000.

The acquired company’s revenues, for this purpose, is equal to the acquired company’s revenues for the 12 months prior to the date of acquisition.

During Fiscal 2026, Mr.

Sadler received CAD $9 thousand in consulting fees from OpenText (equivalent to $7 thousand USD), for assistance with acquisition-related business activities.

Sadler abstained from voting on all transactions from which he would potentially derive consulting fees.

Additionally, Mr.

Sadler has direct or indirect control over a material interest in Enghouse Systems Limited, a publicly traded software company, and its subsidiaries.

Jenkins took on an expanded role beyond Board Chair.

In August 2025, with both the CEO and CFO positions filled only on an interim basis, the Company entered into agreements with Mr.

Jenkins to serve as Executive Chair and Chief Strategy Officer to provide continuity through that period.

In the role, he supported the executive leadership team and advised on major transactions and strategic initiatives.

Antoun onboarded as Chief Executive Officer, Mr.

Jenkins stepped back to serve solely as Board Chair.

Under the terms of the agreement, as Chief Strategy Officer, Mr.

Jenkins received $3.1 million during Fiscal 2026.

For more information, see the Director Compensation for Fiscal 2026 table within Section VI - Other Elements of Our Compensation Program and Exhibits 10.4 and 10.5 of this Annual Report on Form 10-K.

During Fiscal 2026, Mr.

Sadler, a former director, had direct or indirect control over a material interest in Enghouse Systems Limited, a publicly traded software company, and its subsidiaries.

OpenText entered into product supply and license agreements to purchase certain software licenses from Enghouse Systems Limited and its subsidiaries, under which the company makes payments in the normal course of business.

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The Chair of the Audit Committee is required to report on such pre-approvals at the next scheduled Audit Committee meeting.

A final detailed review of all audit and non-audit services and fees is performed by the Audit Committee prior to the issuance of the audit opinion at year-end.

A final detailed review of all audit and non-audit services and fees is performed by the Audit Committee prior to the

issuance of the audit opinion at year-end.

The Audit Committee has determined that the provision of the services set out below is compatible with the maintaining of KPMG LLP’s independence in the conduct of its auditing functions.

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______________________

(1) Audit fees were primarily for professional services rendered for (a) the annual audits of our consolidated financial statements and the accompanying attestation report regarding our ICFR contained in our Annual Report on Form 10-K, (b) the review of quarterly financial information included in our Quarterly Reports on Form 10-Q, (c) audit services related to mergers and acquisitions, (d) fees associated with non-periodic securities filings, and (e) annual statutory audits where applicable.

(2) Includes $2.2 million for audit-related services performed in Fiscal 2024 related to the divestiture of the AMC business, which were reimbursed by Rocket Software, Inc.

(3) Audit-related fees (excluding the services performed in Fiscal 2024 related to the divestiture of the AMC business) were primarily for assurance and related services, such as IT assurance engagements and accounting research services.

(1) Audit fees were primarily for professional services rendered for (a) the annual audits of our consolidated financial statements and the accompanying attestation report regarding our ICFR contained in our Annual Report on Form 10-K, (b) the review of quarterly financial information included in our Quarterly Reports on Form 10-Q, (c) audit services related to divestitures, (d) fees associated with non-periodic securities filings, and (e) annual statutory audits where applicable.

(2) Audit-related fees were primarily for assurance and related services, such as IT assurance engagements and accounting research services.

(3) Tax fees are for services related to tax compliance, including the preparation of tax returns, tax planning and tax advice.

(4) All other fees consist of fees for services other than the services reported in audit fees, audit-related fees, and tax fees.

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Exhibits and Financial Statement Schedules

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Index to Consolidated Financial Statements and Supplementary Data (Item 8) Page Number

Report of Independent Registered Public Accounting Firm (KPMG LLP, Toronto, Canada, Auditor Firm ID:

Report of Independent Registered Public Accounting Firm

(KPMG LLP, Toronto, Canada, Auditor Firm ID:

Report of Independent Registered Public Accounting Firm 153

Consolidated Balance Sheets 154

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Company’s Form 10-K, filed September 13, 2004 Exhibit 3.12

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Articles of Amalgamation of the Company, dated July 1, 2005.

4 unchanged sentences

Company’s Form 8-K, filed September 26, 2013 Exhibit 3.1

Articles of Amalgamation of the Company, dated July 1, 2026.

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

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Trustee, and BNY Trust Company of Canada, as Canadian trustee.

Company’s Form 10-K, filed August 1, 2024

Company’s Form 10-K, filed August 1, 2024 Exhibit 4.4

Supplemental Indenture to Indenture governing the Company's 3.875% Senior Notes due 2028, dated as of July 1, 2026, among Open Text Cloud Partnership, LP, Open Text Corporation, The Bank of New York Mellon, as U.S.

Trustee, and Computershare Advantage Trust of Canada (f/k/a BNY Trust Company of Canada), as Canadian Trustee.

Indenture, dated as of February 18, 2020, between Open Text Holdings, Inc.

4 unchanged sentences

Trustee, and BNY Trust Company of Canada, as Canadian trustee.

Company’s Form 10-K, filed August 1, 2024

Company’s Form 10-K, filed August 1, 2024 Exhibit 4.6

Supplemental Indenture to Indenture governing OTI's 4.125% Senior Notes due 2030, dated as of July 1, 2026, among Open Text Cloud Partnership, LP, Open Text Inc., The Bank of New York Mellon, as U.S.

Trustee, and Computershare Advantage Trust of Canada (f/k/a BNY Trust Company of Canada), as Canadian Trustee.

Indenture governing the Company’s 3.875% Senior Notes due 2029, dated as of November 24, 2021, among the Company, the subsidiary guarantors party thereto, The Bank of New York Mellon, as U.S.

3 unchanged sentences

Trustee, and BNY Trust Company of Canada, as Canadian trustee.

Company’s Form 10-K, filed August 1, 2024

Company’s Form 10-K, filed August 1, 2024 Exhibit 4.8

Supplemental Indenture to Indenture governing the Company's 3.875% Senior Notes due 2029, dated as of July 1, 2026, among Open Text Cloud Partnership, LP, Open Text Corporation, The Bank of New York Mellon, as U.S.

Trustee, and Computershare Advantage Trust of Canada (f/k/a BNY Trust Company of Canada), as Canadian Trustee.

Indenture governing OTHI’s 4.125% Senior Notes due 2031, dated as of November 24, 2021, among OTHI, the Company, the subsidiary guarantors party thereto, The Bank of New York Mellon, as U.S.

3 unchanged sentences

Trustee, and BNY Trust Company of Canada, as Canadian trustee.

Company’s Form 10-K, filed August 1, 2024

Company’s Form 10-K, filed August 1, 2024 Exhibit 4.10

Supplemental Indenture to Indenture governing OTI's 4.125% Senior Notes due 2031, dated as of July 1, 2026, among Open Text Cloud Partnership, LP, Open Text Inc., The Bank of New York Mellon, as U.S.

Trustee, and Computershare Advantage Trust of Canada (f/k/a BNY Trust Company of Canada), as Canadian Trustee.

Amended and Restated Shareholder Rights Plan Agreement between Open Text Corporation and Computershare Investor Services, Inc.

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Trustee, and BNY Trust Company of Canada, as Canadian trustee.

Company’s Form 10-K, filed August 1, 2024

Company’s Form 10-K, filed August 1, 2024 Exhibit 4.14

Supplemental Indenture to Indenture governing the Company's 6.90% Senior Secured Notes due 2027, dated as of July 1, 2026, among Open Text Cloud Partnership, LP, Open Text Corporation, The Bank of New York Mellon, as U.S.

Trustee, and Computershare Advantage Trust of Canada (f/k/a BNY Trust Company of Canada), as Canadian Trustee.

Amended and Restated Shareholder Rights Plan Agreement between Open Text Corporation and Computershare Investor Services, Inc.

dated December 9, 2025.

Company’s Form 8-K, filed December 9, 2025 Exhibit 4.1

10.1* 1998 Stock Option Plan.

Company’s Form 10-K filed August 20, 1999

Form of Indemnity Agreement between the Company and certain of its officers dated September 7, 2006.

Form of Indemnity Agreement.

Company’s Form 10-K filed September 12, 2006 Exhibit 10.26

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Company’s Form 10-Q filed November 1, 2012 Exhibit 10.3

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Amendment No.

35 unchanged sentences

Company’s Form 10-Q filed November 2, 2017 Exhibit 10.1

Employment Agreement, dated January 30, 2018, among the Company, Open Text Inc.

and Madhu Ranganathan.

Company’s Form 8-K filed February 1, 2018 Exhibit 10.1

Amended and Restated Credit Agreement dated as of May 30, 2018, by and among Open Text Corporation, as borrower, the guarantors party thereto, each of the lenders party thereto and Barclays Bank PLC, as administrative agent and collateral agent.

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1 to Amended and Restated Credit Agreement dated June 6, 2023, by and among Open Text Corporation, as borrower, the guarantors party thereto, each of the lenders party thereto and Barclays Bank PLC, as administrative agent and collateral agent.

Company’s Form 10-K, filed August 3, 2023

Exhibit 10.31

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Company’s Form 10-K, filed August 3, 2023 Exhibit 10.31

Amendment No.

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Second Amendment to Credit Agreement, dated August 14, 2023, by and among the Company, the guarantors party thereto, Barclays Bank PLC, as administrative agent and collateral agent, and certain financial institution parties thereto.

Company’s Form 8-K, filed August 14, 2023

Company’s Form 8-K, filed August 14, 2023 Exhibit 10.1

Purchase Agreement, dated November 28, 2023, by and among the Company as seller, Rocket Software, Inc., as buyer, and Rocket Software UK Limited.

Company’s Form 8-K/A, filed December 1, 2023

Company’s Form 8-K/A, filed December 1, 2023 Exhibit 10.1

Second Amendment to Fourth Amended and Restated Credit Agreement, dated December 19, 2023, by and among Open Text ULC, Open Text Inc.

and the Company, as borrowers, the guarantors party thereto, each of the lenders party thereto, Barclays Bank PLC, as administrative agent, collateral agent and swing line lender and Royal Bank of Canada as documentary credit lender.

Company’s Form 8-K, filed December 21, 2023

Company’s Form 8-K, filed December 21, 2023 Exhibit 10.1

Third Amendment to Credit Agreement, dated May 15, 2024, by and among the Company, the guarantors party thereto, Barclays Bank PLC, as administrative agent and collateral agent, and certain financial institution parties thereto.

Company’s Form 8-K, filed May 15, 2024

Company’s Form 8-K, filed May 15, 2024 Exhibit 10.1

Employment Agreement, dated January 12, 2024 between Todd Cione and the Company.

Company’s Form 10-K, filed August 1, 2024

Exhibit 10.36

Company’s Form 10-K, filed August 1, 2024 Exhibit 10.36

Employment Agreement, dated March 5, 2025, between Chadwick Westlake and the Company.

Company’s Form 8-K, filed February 26, 2025 Exhibit 10.1

Employment A greement , dated O ctober 6, 2025, between Steve Rai and the Compa ny .

Company’s Form 8-K, filed October 1, 2025

L etter dated August 15, 2025 between James McGourlay and the Company.

Company’s Form 10-Q filed November 5, 2025 Exhibit 10.1

Letter dated August 15, 2025 between Cosmin Balota and the Company.

Company’s Form 10-Q filed November 5, 2025

Executive Chair Agreement between Open Text Corporation and P.

Thomas Jenkins effective August 11, 2025.

Company’s Form 10-Q filed November 5, 2025

Consulting Agreement between Open Text Corporation and South Sound Advisory, SEZC effective August 11, 2025.

Company’s Form 10-Q filed November 5, 2025

Employment A greement , dated April 20,2026 between Ayman Antoun and the Company.

Company’s Form 8-K, filed January 29, 2026 Exhibit 10.1

Open Text Corporation Insider Trading Policy.

Company’s Form 10-K, filed August 1, 2024

Company’s Form 10-K, filed August 1, 2024 Exhibit 19.1

List of the Company’s Subsidiaries.

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Open Text Corporation Clawback Policy .

Company’s Form 10-K, filed August 1, 2024

Company’s Form 10-K, filed August 1, 2024 Exhibit 97

101.INS+ XBRL instance document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

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104+ Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

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Report of Independent Registered Public Accounting Firm

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We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s revenue process, including controls over the approach and the significant assumptions used to determine SSP for identified performance obligations in customer contracts which include a software license.

We evaluated the approach used to determine SSP based on current pricing patterns in relevant customer contracts, historical analysis of renewal contract pricing completed by the Company and pricing practices

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observed in the industry.

We inspected a selection of contracts from the SSP population and compared attributes such as price to historical information.

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August 5, 2026

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Report of Independent Registered Public Accounting Firm

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In our opinion, Open Text Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of June 30, 2026, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of June 30, 2025 and 2024, the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended June 30, 2025, and the related notes, and our report dated August 6, 2025 expressed an unqualified opinion on those consolidated financial statements.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of June 30, 2026 and 2025, the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended June 30, 2026, and the related notes (collectively, the consolidated financial statements), and our report dated August 5, 2026 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

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August 5, 2026

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OPEN TEXT CORPORATION

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See accompanying Notes to Consolidated Financial Statements.

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OPEN TEXT CORPORATION

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See accompanying Notes to Consolidated Financial Statements.

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OPEN TEXT CORPORATION

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______________________

(1) Net of tax expense (recovery) of $( 145 ), $( 972 ) and $( 339 ) for the year ended June 30, 2025, 2024 and 2023, respectively.

(2) Net of tax expense (recovery) of $ 912 , $ 347 and $ 981 for the year ended June 30, 2025, 2024 and 2023, respectively.

(3) Net of tax expense (recovery) of $ 345 , $ 112 and $( 159 ) for the year ended June 30, 2025, 2024, and 2023, respectively.

(4) Net of tax expense (recovery) of $ 1,686 , $ 765 and $( 1,961 ) for the year ended June 30, 2025, 2024 and 2023, respectively.

(5) Net of tax expense (recovery) of $ 341 , $ 193 and $ 143 for the year ended June 30, 2025, 2024 and 2023, respectively.

(1) Net of tax expense (recovery) of $( 1,335 ), $( 145 ) and $( 972 ) for the years ended June 30, 2026, 2025 and 2024, respectively.

(2) Net of tax expense (recovery) of $ 35 , $ 912 and $ 347 for the years ended June 30, 2026, 2025 and 2024, respectively.

(3) Net of tax expense (recovery) of $ 467 , $ 345 and $ 112 for the years ended June 30, 2026, 2025 and 2024, respectively.

(4) Net of tax expense (recovery) of $ 7,049 , $ 1,686 and $ 765 for the years ended June 30, 2026, 2025 and 2024, respectively.

(5) Net of tax expense (recovery) of $ 101 , $ 341 and $ 193 for the years ended June 30, 2026, 2025 and 2024, respectively.

See accompanying Notes to Consolidated Financial Statements.

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OPEN TEXT CORPORATION

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Common Shares and Additional Paid in Capital Treasury Stock Retained

Earnings Accumulated Other

Earnings Accumulated

Comprehensive

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See accompanying Notes to Consolidated Financial Statements.

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OPEN TEXT CORPORATION

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Loss on extinguishment of debt 18,787 — 56,393

Gain (adjustments to gain) on AMC Divestiture

4,175 ( 429,102 ) —

(Gain) adjustments to gain on divestitures ( 76,136 ) 4,175 ( 429,102 )

Loss on sale and write down of property and equipment, net 6,546 3,178 3,710

3,178 3,710 2,331

Deferred taxes ( 26,202 ) ( 138,616 ) ( 142,271 )

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Changes in derivative instruments ( 27,369 ) 44,286 ( 3,116 )

44,286 ( 3,116 ) 128,841

Changes in operating assets and liabilities:

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Purchase of Micro Focus, net of cash acquired — — ( 9,272 )

Proceeds (adjustments to proceeds) from AMC Divestiture

( 11,686 ) 2,229,187 —

Proceeds (adjustments to proceeds) from divestitures 311,913 ( 11,686 ) 2,229,187

Settlement of derivative instruments — ( 10,380 ) —

Realized gain on financial instruments — — 131,248

Proceeds from interest on derivative instruments 5 5,166 4,456

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Proceeds from issuance of Common Shares from exercise of stock options and ESPP 56,419 35,372 66,914

Proceeds from long-term debt and Revolver — — 4,927,450

Repayment of long-term debt and Revolver ( 648,852 ) ( 35,851 ) ( 2,568,352 )

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Net change in transition services agreement obligation 14,271 ( 15,278 ) 15,278

( 15,278 ) 15,278 —

Repurchase of Common Shares ( 416,411 ) ( 413,256 ) ( 150,017 )

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Other financing activities ( 3,309 ) ( 2,428 ) ( 1,447 )

Net cash provided by (used in) financing activities

Net cash used in financing activities

( 1,319,140 ) ( 834,679 ) ( 2,961,904 )

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Cash, cash equivalents and restricted cash at end of the year $ 957,254 $ 1,158,106 $ 1,282,793

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OPEN TEXT CORPORATION

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See accompanying Notes to Consolidated Financial Statements.

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OPEN TEXT CORPORATION

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NOTE 1— BASIS OF PRESENTATION

The accompanying Consolidated Financial Statements include the accounts of Open Text Corporation and our subsidiaries, collectively referred to as “OpenText” or the “Company.” We wholly own all of our subsidiaries with the exception of Open Text South Africa Proprietary Ltd.

(OT South Africa), which as of June 30, 2025, was 70 % owned by OpenText.

All intercompany balances and transactions have been eliminated.

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dollars and are prepared in accordance with United States generally accepted accounting principles (U.S.

The information furnished reflects all adjustments necessary for a fair presentation of the results for the periods presented and includes the consolidated financial results of Micro Focus International Limited, formerly Micro Focus International plc, and its subsidiaries (Micro Focus), with effect from February 1, 2023 and impacts from the sale of the Application Modernization and Connectivity (AMC) business on May 1, 2024 (see below and Note 19 “Acquisitions and Divestitures” for more details).

Beginning in the first quarter of Fiscal 2025, for the years ended June 30, 2024 and 2023, the Company reclassified expenses of $ 29.5 million and $ 21.4 million, respectively, from Research and development to Sales and marketing in the Consolidated Statements of Income to provide a better representation of the function of the expenses.

The information furnished reflects all adjustments necessary for a fair presentation of the results for the periods presented and includes the impact of the sale of the Application Modernization and Connectivity (AMC) business on May 1, 2024, the eDOCS business on January 12, 2026 and the Vertica business on May 11, 2026 (see below and Note 19 “Acquisitions and Divestitures” for more details).

Beginning in the first quarter of Fiscal 2025, for the year ended June 30, 2024, the Company reclassified expenses of $ 29.5 million from Research and development to Sales and marketing in the Consolidated Statements of Income to provide a better representation of the function of the expenses.

Use of estimates

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In particular, key estimates, judgments and assumptions include those related to:

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

Acquisition of Micro Focus

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

The results of operations of Micro Focus have been consolidated with those of OpenText with effect from February 1, 2023.

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

Divestiture of AMC Business

On May 1, 2024, the Company completed the sale of its Application Modernization and Connectivity (AMC) business to Rocket Software, Inc.

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

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

The Company determined that the AMC business did not constitute a component, as its operations and cash flows could not be clearly distinguished from the rest of the Company’s operations and cash flows due to significant shared costs.

Therefore, the transaction did not meet the discontinued operations criteria, and the results of operations from the AMC business were presented within Income from operations in our Consolidated Statements of Income up to the date of divestiture.

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

NOTE 2— ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS

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If different determinations are made with respect to whether upgrades or enhancements to software projects would result in additional functionality, then the amount capitalized and the amount charged to expense for that project could differ materially.

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We amortize capitalized costs with respect to development projects for internal-use software when the software is ready for use.

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We enter into operating leases, both domestically and internationally, for certain facilities, automobiles, data centers and equipment for use in the ordinary course of business.

During Fiscal 2023, as part of the Micro Focus Acquisition, we acquired certain finance leases primarily comprised of equipment leases, all of which are sublet.

We also have finance leases, primarily comprised of equipment leases, all of which are sublet.

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

For operating leases where the Company is a lessor, rental income is recognized on a straight-line basis over the remaining non-cancelable lease terms.

In accordance with ASC Topic 842, “Leases” (Topic 842), we account for a contract as a lease when we have the right to direct the use of the asset for a period of time while obtaining substantially all of the asset’s economic benefits.

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Furthermore, when valuing certain intangible assets that we have acquired, critical estimates may be made relating to, but not limited to:

(i) future expected cash flows from software license sales, cloud SaaS, “desktop as a service” (DaaS) and PaaS contracts, support agreements, consulting agreements and other customer contracts (ii) the acquired company’s technology and competitive position, as well as assumptions about the period of time that the acquired technology will continue to be used in the combined company’s product portfolio, and (iii) discount rates.

(i) future expected cash flows from software license sales, cloud SaaS, desktop as a service (DaaS) and platform as a service (PaaS) contracts, support agreements, consulting agreements and other customer contracts (ii) the acquired company’s technology and competitive position, as well as assumptions about the period of time that the acquired technology will continue to be used in the combined company’s product portfolio, and (iii) discount rates.

Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments would be recorded to our Consolidated Statements of Income.

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For a given acquisition, we may identify certain pre-acquisition contingencies as of the acquisition date and may extend our review and evaluation of these pre-acquisition contingencies throughout the measurement period in order to obtain sufficient information to assess whether we include these contingencies as a part of the purchase price allocation and, if so, to determine the estimated amounts.

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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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significant adverse changes in the business climate or legal factors;

current period cash flow or operating losses combined with a history of losses or a

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forecast of continuing losses associated with the use of the asset;

current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated

with the use of the asset;

and a current expectation that the asset will more likely than not be sold or disposed of before the end of its estimated useful life.

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unless specific hedge accounting and documentation criteria are met (i.e., the instruments are accounted for as hedges).

We recorded the effective portions of the gain or loss on derivative financial instruments that were designated as cash flow hedges in Accumulated other comprehensive income (loss), net of tax, in our accompanying Consolidated Balance Sheets.

Any ineffective or excluded portion of a designated cash flow hedge, if applicable, was recognized in our Consolidated Statements of Income.

We record the effective portions of the gain or loss on derivative financial instruments that are designated as cash flow hedges in Accumulated other comprehensive income (loss), net of tax, in our accompanying Consolidated Balance Sheets.

Any ineffective or excluded portion of a designated cash flow hedge, if applicable, is recognized in our Consolidated Statements of Income.

In Fiscal 2023, we entered into certain derivative financial instruments, a portion of which were designated as a net investment hedge.

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Our cloud arrangements can be broadly categorized as PaaS, SaaS, cloud subscriptions and managed services.

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PaaS/ SaaS/ Cloud Subscriptions (collectively referred to here as cloud-based solutions):

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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 customer’s ability to derive benefit from its right to use our software, customer support is considered as a distinct performance obligation when sold together in a bundled arrangement along with the software.

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The customer benefits evenly throughout the contract period from the guarantee that the customer support resources and personnel will be available to them, and that any unspecified upgrades or unspecified future products developed by us will be made available.

Revenue for customer support is

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recognized ratably over the contract period based on the start and end dates of the maintenance term, in line with how we believe services are provided.

Revenue for customer support is recognized ratably over the contract period based on the start and end dates of the maintenance term, in line with how we believe services are provided.

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.

Perpetual licenses:

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• the customer can benefit from the product or service either on its own or together with other resources that are readily available to the customer;

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• our promise to transfer the product or service to the customer is separately identifiable from other promises in the contract.

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Standalone selling price

The SSP reflects the price we would charge for a specific product or service if it were sold separately in similar circumstances and to similar customers.

The standalone selling price (SSP) reflects the price we would charge for a specific product or service if it were sold separately in similar circumstances and to similar customers.

In most cases we can establish the SSP based on observable data.

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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.

Sales to resellers

We execute certain sales contracts through resellers, distributors and channel partners (collectively referred to as resellers).

Typically, we conclude that the resellers are OpenText customers in our reseller agreements.

The resellers have control over the pricing, service and products prior to being transferred to the end customer.

We also assess the creditworthiness of each reseller and if they are newly formed, undercapitalized or in financial difficulty, we defer any revenues expected to emanate from such reseller and recognize revenue only when cash is received, and all other revenue recognition criteria under ASC Topic 606 are met.

Sales to regional system integrators

We execute certain sales contracts through regional system integrators, distributors and channel partners (collectively referred to as regional system integrators).

Typically, we conclude that the regional system integrators are OpenText customers in our regional system integrators' agreements.

The regional system integrators have control over the pricing, service and products prior to being transferred to the end customer.

We also assess the creditworthiness of each regional system integrator and if they are newly formed, undercapitalized or in financial difficulty, we defer any revenues expected to emanate from such regional system integrator and recognize revenue only when cash is received, and all other revenue recognition criteria under ASC Topic 606 are met.

Rights of return and other incentives

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However, we do offer consumers who purchase certain of our products online directly from us an unconditional full 70-day money-back guarantee.

Distributors and resellers are also permitted to return the consumer products, subject to certain limitations.

Distributors and regional system integrators are also permitted to return the consumer products, subject to certain limitations.

Revenue is reduced for such rights based on the estimate of future returns originating from contractual agreements with these customers.

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In certain arrangements, we will receive payment from a customer either before or after the performance obligation to which the invoice relates has been satisfied.

As a practical expedient, we do not account for significant financing components if the period between when we transfer the promised good or service to the customer and

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when the customer pays for the product or service will be one year or less.

As a practical expedient, we do not account for significant financing components if the period between when we transfer the promised good or service to the customer and when the customer pays for the product or service will be one year or less.

On that basis, our contracts for license and maintenance typically do not contain a significant financing component, however, in determining the transaction price we consider whether we need to adjust the promised consideration for the effects of the time value of money if the timing of payments provides either the customer or OpenText with a significant benefit of financing.

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Commissions allocated to professional service performance obligations are expensed as incurred, as these contracts are generally for one year or less and we apply a practical expedient to expense costs as incurred if the amortization period would have been one year or less.

Commissions allocated to maintenance, managed services, on-going hosting arrangements or other recurring services, are capitalized and amortized consistent with the pattern of transfer to the customer of the services over the period expected to

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benefit from the commission payment.

As commissions paid on renewals are not commensurate with the original sale, the period of benefit considers anticipated renewals.

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In our historical experience, the dates relating to the achievement of technological feasibility and general release of the product have substantially coincided.

In addition, no significant costs are incurred subsequent to the establishment of technological feasibility.

no significant costs are incurred subsequent to the establishment of technological feasibility.

As a result, we do not capitalize any research and development costs relating to internally developed software to be sold, licensed or otherwise marketed.

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Carrying amounts of certain financial instruments, including cash and cash equivalents, accounts receivable and accounts payable (trade and accrued liabilities) approximate the fair value due to the relatively short period of time between origination of the instruments and their expected realization.

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The fair value of our Senior Notes is determined based on observable market prices and categorized as a Level 2 measurement.

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The effect of foreign currency translation adjustments are recorded as a component of Accumulated other comprehensive income (loss).

Transactional foreign currency gains (losses) included in the Consolidated Statements of Income under the line item Other income (expense), net for Fiscal 2025, Fiscal 2024 and Fiscal 2023 were $( 24.9 ) million, $ 1.2 million, and $ 56.6 million, respectively.

Transactional foreign currency gains (losses) included in the Consolidated Statements of Income under the

line item Other income (expense), net for Fiscal 2026, Fiscal 2025 and Fiscal 2024 were $ 3.2 million, $( 24.9 ) million, and $ 1.2 million, respectively.

Restructuring charges

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Diluted net income per share is computed using the weighted average number of Common Shares and stock equivalents outstanding using the treasury stock method during the year.

For periods in which we incur a net loss, our outstanding Common Share equivalents are not included in the calculation of diluted earnings (loss) per share as their effect is antidilutive.

For periods in which we incur a net loss, our outstanding Common Share equivalents are not included in the calculation of diluted earnings (loss) per share as their effect is anti-dilutive.

Accordingly, basic and diluted net loss per share for those periods are identical.

See Note 24 “Earnings Per Share” for more details.

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Share-based compensation

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During Fiscal 2026, we adopted the following Accounting Standards Updates (ASU):

Segment Reporting

In November 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures,” which provides guidance to improve the disclosures about a public entity’s reportable segments and address requests from investors for additional, more detailed information about a reportable segment’s expenses.

We adopted this ASU for our annual period beginning July 1, 2024 on a retrospective basis.

The adoption of this ASU expanded our disclosures, but did not have an impact on the Company’s Consolidated Financial Statements.

See Note 20 “Segment Information” for additional information.

Accounting Pronouncements Not Yet Adopted in Fiscal 2025

In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740):

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Public entities must adopt the new guidance for fiscal years beginning after December 15, 2024.

The amendments in this ASU must be applied on a retrospective basis to all prior periods presented in the financial statements and early adoption is permitted.

We are currently evaluating the potential impact of the adoption of ASU 2023-09 on the Company’s financial disclosures.

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The amendments in this ASU may be applied on a prospective or retrospective basis, with early adoption permitted.

We adopted this ASU for our annual period beginning July 1, 2025 on a prospective basis.

The adoption of this ASU expanded our disclosures, but did not have an impact on the Company’s Consolidated Financial Statements.

See Note 15 “Income Taxes” for additional information.

Accounting Pronouncements Not Yet Adopted in Fiscal 2026

Disaggregation of Income Statement Expenses

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We are currently evaluating the impact of the adoption of ASU 2024-03 on the Company’s financial disclosures.

Credit Losses

In July 2025, the FASB issued ASU 2025-05 “Financial Instruments - Credit Losses (Topic 326)”, which provides a practical expedient for estimating expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under Topic 606, Revenue from Contracts with Customers.

The guidance will be effective for fiscal years beginning after December 15, 2025, and interim reporting periods within those annual reporting periods.

The amendments in this ASU may be applied on a prospective basis,

with early adoption permitted.

We are currently evaluating the impact of the adoption of ASU 2025-05 on the Company’s financial disclosures.

Internal-Use Software

In September 2025, the FASB issued ASU 2025-06 “Intangible - Goodwill and Other - Internal-Use Software (Subtopic 350-40),” which amends guidance related to the accounting for internal-use software development costs.

The guidance will be effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods.

The amendments in this ASU may be applied on a prospective, modified prospective or retrospective basis, with early adoption permitted.

We are currently evaluating the impact of the adoption of ASU 2025-06 on the Company’s financial disclosures.

Derivatives and Hedging and Revenue from Contracts with Customers

In September 2025, the FASB issued ASU 2025-07 “Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606),” which clarifies the application of derivative accounting to contracts that have features based on the operations or activities of one of the parties to the contract and to reduce diversity in the accounting for share-based payments in revenue contracts.

The guidance will be effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods.

The amendments in this ASU may be applied on a prospective or modified retrospective basis, with early adoption permitted.

We do not expect ASU 2025-07 to have an impact on the Company’s financial disclosures.

NOTE 3— REVENUES

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Total revenues $ 5,246,401 $ 5,168,405 $ 5,769,577

______________________

(1) Americas consists of countries in North, Central and South America.

(2) EMEA consists of countries in Europe, the Middle East and Africa.

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

Year Ended June 30,

2026 2025 2024

Total Revenues by Type of Performance Obligation:

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Total revenues $ 5,246,401 $ 5,168,405 $ 5,769,577

______________________

(1) Recurring revenue is defined as the sum of Cloud services and subscriptions revenue and Customer support revenue.

Year Ended June 30,

2026 2025 2024

Total Revenues by Timing of Revenue Recognition:

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Total revenues $ 5,246,401 $ 5,168,405 $ 5,769,577

Revenue by Product Categories

We have seven product categories (previously referred to as business clouds) as part of our data management solutions:

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

The following table disaggregates total revenue and total cloud services and subscription revenue by product category for the periods indicated.

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

Year Ended June 30,

2026 2025 2024

(1) Americas consists of countries in North, Central and South America.

(2) EMEA consists of countries in Europe, the Middle East and Africa.

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

(4) Recurring revenue is defined as the sum of Cloud services and subscriptions revenue and Customer support revenue.

Total Revenues by Product Categories

Content $ 2,240,193 $ 2,135,947 $ 2,054,882

Business Network 644,233 632,914 642,338

ITOM 454,358 452,693 522,677

Cybersecurity (Enterprise) 689,733 692,269 731,384

Cybersecurity (SMB & Consumer) 516,631 543,436 624,368

502,070 475,895 932,012

Analytics 199,183 235,251 261,916

Total revenues by product categories $ 5,246,401 $ 5,168,405 $ 5,769,577

Total Cloud Services and Subscriptions Revenue by Product Categories

Content $ 578,203 $ 481,396 $ 412,358

Business Network 611,610 595,005 601,376

ITOM 37,373 20,640 16,476

Cybersecurity (Enterprise) 75,460 83,767 86,592

Cybersecurity (SMB & Consumer) 467,773 494,266 514,406

118,482 106,016 95,283

Analytics 69,653 75,384 94,033

Total cloud services and subscriptions revenues by product categories $ 1,958,554 $ 1,856,474 $ 1,820,524

______________________

(1) ADM was previously named Application Automation.

Contract Balances

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Contract assets are reclassified to accounts receivable when the rights become unconditional.

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The balance for our contract assets and contract liabilities (i.e., deferred revenues) for the periods indicated below were as follows:

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Short-term contract assets $ 77,447 $ 77,920

$ 77,920 $ 66,450

Long-term contract assets 59,872 49,293

49,293 38,684

Short-term deferred revenues 1,483,234 1,515,382

1,515,382 1,521,416

Long-term deferred revenues 159,912 168,757

168,757 162,401

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

1 unchanged sentence

During the year ended June 30, 2026, we reclassified $ 127.6 million (year ended June 30, 2025—$ 114.1 million) of contract assets to receivables as a result of the right to the transaction consideration becoming unconditional.

During the year ended June 30, 2025, 2024 and 2023 respectively, there was no significant impairment loss recognized related to contract assets.

During the years ended June 30, 2026, 2025 and 2024 respectively, there was no significant impairment loss recognized related to contract assets.

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

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

The amount of revenue that was recognized during the year ended June 30, 2025 that was included in the deferred revenue balances at June 30, 2024 was $ 1.5 billion (year ended June 30, 2024 and 2023 —$ 1.7 billion and $ 887 million, respectively).

The amount of revenue that was recognized during the year ended June 30, 2026 that was included in the deferred revenue balances at June 30, 2025 was $ 1.5 billion (year ended June 30, 2025 and 2024 —$ 1.5 billion and $ 1.7 billion, respectively).

Incremental Costs of Obtaining a Contract with a Customer

5 unchanged sentences

Impact of foreign exchange rate changes ( 246 )

Divestiture of AMC business (Note 19)

Capitalized costs to obtain a contract as of June 30, 2024

2 unchanged sentences

Impact of foreign exchange rate changes 2,502

Divestiture of AMC business (Note 19)

Capitalized costs to obtain a contract as of June 30, 2025

2 unchanged sentences

Impact of foreign exchange rate changes ( 953 )

Divestiture of Vertica business (Note 19)

Capitalized costs to obtain a contract as of June 30, 2026

During the year ended June 30, 2025, 2024 and 2023 respectively, there was no significant impairment loss recognized related to capitalized costs to obtain a contract.

During the years ended June 30, 2026, 2025 and 2024 respectively, there was no significant impairment loss recognized related to capitalized costs to obtain a contract.

Refer to Note 9 “Prepaid Expenses and Other Assets” for additional information on incremental costs of obtaining a contract.

2 unchanged sentences

They include amounts recognized as deferred revenue and amounts that are contracted but will be billed and recognized as revenue in future periods.

Beginning December 31, 2024, the Company elected to include RPO for contracts with an original expected duration of one year or less in accordance with ASC 606-10-50-14, and discontinued use of the practical expedient relating to the disclosure of RPO within a contract.

The Company believes this presentation is preferable as it provides additional information.

The following chart provides RPO information as of the following periods.

The 12-month periods noted below are as of the dates presented, with the remaining balances recognized substantially over the next three years thereafter.

Tab le of C ontents

($ in billions) As of June 30, 2025

As of June 30, 2024

The following table provides RPO information as of June 30, 2026:

% recognized as revenue over the following

($ in billions) As of

June 30, 2026 Within 1 year

Total RPO (1)

% recognized as revenue over the following 12 months

$ 4.6 57 % 21 %

Cloud services and subscriptions RPO

% recognized as revenue over the following 12 months

$ 2.8 48 % 24 %

Customer support and other RPO (2)

% recognized as revenue over the following 12 months

$ 1.8 72 % 17 %

______________________

(1) RPO amounts presented may be impacted by certain estimates including currency fluctuations, estimates of customers’ deployment of contracted solutions, changes in the scope or termination of contracts, among other factors, and are therefore subject to change.

6 unchanged sentences

Write-off/adjustments ( 9,196 )

Divestiture of AMC business (Note 19)

Balance as of June 30, 2024

1 unchanged sentence

Write-off/adjustments ( 7,724 )

Divestiture of AMC business (Note 19)

Balance as of June 30, 2025

1 unchanged sentence

Write-off/adjustments ( 8,686 )

Divestiture of Vertica business (Note 19)

Balance as of June 30, 2026

13 unchanged sentences

Total $ 1,270,089 $ ( 747,892 ) $ 522,197

Tab le of C ontents

As of June 30, 2025

8 unchanged sentences

Total $ 1,210,576 $ ( 835,324 ) $ 375,252

Sale of Company Owned Facility

Sale of Long-lived Assets

During the year ended June 30, 2026, we completed the sale of an office building with a carrying value of $ 4.5 million.

The Company recognized a loss of $ 0.6 million on the sale within Other income (expense), net in the Consolidated Statements of Income.

During the year ended June 30, 2024, we completed the sale of a Company owned facility with a carrying value of $ 4.5 million.

The Company recognized a gain of $ 1.0 million on this sale in the Consolidated Statements of Income within Other income (expense), net.

The Company recognized a gain of $ 1.0 million on the sale in the Consolidated Statements of Income within Other income (expense), net.

NOTE 6— LEASES

5 unchanged sentences

The following illustrates the Consolidated Balance Sheets information related to leases:

As of June 30, 2025 As of June 30, 2024

Operating Leases Balance Sheet Location

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

Operating Leases

Operating lease right of use assets Operating lease right of use assets $ 134,377 $ 197,977

9 unchanged sentences

Total finance lease liabilities $ 457 $ 2,334

Tab le of C ontents

The weighted average remaining lease term and discount rate for the periods indicated below were as follows:

25 unchanged sentences

Operating leases 14,014 53,541 30,869

53,541 30,869 29,551

___________________________

(1) The year ended June 30, 2023 excludes the impact of $ 129.7 million of right of use assets obtained through the Micro Focus Acquisition.

See Note 19 “Acquisitions and Divestitures” for further details including the finalization of the purchase price allocation for the Micro Focus Acquisition.

Maturity of Lease Liabilities

10 unchanged sentences

Total $ 202,037 $ 457

Tab le of C ontents

Operating lease maturity amounts included in the table above do not include sublease income expected to be received under our various sublease agreements with third parties.

Under the agreements initiated with third parties, we expect to receive sublease income of $ 9.6 million in Fiscal 2026 and $ 16.0 million thereafter.

Under the agreements initiated with third parties, we expect to receive immaterial sublease income over the remaining terms of the agreements.

The Company has undiscounted future minimum lease payments related to operating lease contracts signed but not yet commenced as of June 30, 2026 of $ 40.0 million, which are excluded from lease liabilities in our Consolidated Balance Sheets (see Note 14 “Guarantees and Contingencies” for more details).

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

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

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

During the year ended June 30, 2026, lease income was immaterial and future contractual minimum lease payments (excluding operating expense reimbursements) to be received by the Company as of June 30, 2026 were also immaterial.

NOTE 7— GOODWILL

2 unchanged sentences

Balance as of June 30, 2024

Acquisition of Micro Focus (Note 19) (1)

Acquisition of Pillr (Note 19) (1)

Divestiture of AMC business (Note 19) (2)

( 1,139,403 )

Other acquisitions (Note 19)

Impact of foreign exchange rate changes 27,510

Balance as of June 30, 2025

Acquisition of Pillr (Note 19) (1)

Divestiture of AMC business (Note 19) (2)

Divestiture of eDOCS business (Note 19)

Divestiture of Vertica business (Note 19)

Impact of foreign exchange rate changes 4,149

14 unchanged sentences

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

Tab le of C ontents

______________________

(1) As of June 30, 2026, excludes technology and customer intangible net assets disposed of as part of the Vertica Divestiture, with costs of $ 31.3 million and $ 36.4 million, respectively, accumulated amortization of $ 15.9 million and $ 13.5 million, respectively, and net book value of $ 15.4 million and $ 22.9 million, respectively.

See Note 19 “Acquisitions and Divestitures for more details.

Where applicable, the above balances as of June 30, 2026 have been reduced to reflect the impact of intangible assets where the gross cost has become fully amortized during the year ended June 30, 2026.

The impact of this resulted in reductions to the cost and accumulated amortization of technology assets and customer assets of $ 89.6 million and $ 129.8 million, respectively (year ended June 30, 2024 —$ 239.7 million and $ 321.5 million, respectively).

The impact of this resulted in reductions to the cost and accumulated amortization of technology assets of nil and customer assets of $ 330.4 million (year ended June 30, 2025 — $ 89.6 million and $ 129.8 million, respectively).

The weighted average amortization periods for acquired technology and customer intangible assets are approximately six years and nine years , respectively.

3 unchanged sentences

2027 $ 386,544

2031 and Thereafter

Thereafter 43,264

Total $ 1,475,018

26 unchanged sentences

A portion of the available-for-sale financial assets relate to contractual arrangements under insurance policies held by the Company with guaranteed interest rates that are utilized to meet certain pension and post-retirement obligations but do not meet the definition of a plan asset.

The remaining portion of available-for-sale financial assets are primarily comprised of various

Tab le of C ontents

debt and equity funds, which are valued utilizing market quotes provided by our third-party custodian.

The remaining portion of available-for-sale financial assets are primarily comprised of various debt and equity funds, which are valued utilizing market quotes provided by our third-party custodian.

These arrangements are treated as available-for-sale financial assets measured at fair value quarterly (see Note 16 “Fair Value Measurement” with unrealized gains and losses recorded within Other comprehensive income (loss), net (see Note 21 “Accumulated Other Comprehensive Income (Loss)”).

24 unchanged sentences

As of June 30, 2026, the present value of this obligation was $ 26.2 million (June 30, 2025—$ 29.7 million), with an undiscounted value of $ 27.9 million (June 30, 2025—$ 32.2 million).

Tab le of C ontents

NOTE 11— LONG-TERM DEBT

15 unchanged sentences

______________________

(1) During the year ended June 30, 2025, we recorded $ 1.0 million of debt issuance costs, related to the modification of the Acquisition Term Loan (as defined below) (year ended June 30, 2024—$ 3.5 million related to the amendment of the Revolver and the modification of the Acquisition Term Loan, each as defined below).

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

(1) 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.

Senior Unsecured Fixed Rate Notes

Senior Notes 2031

On November 24, 2021, Open Text Holdings, Inc.

(OTHI) a wholly-owned indirect subsidiary of the Company, issued $ 650 million in aggregate principal amount of 4.125 % senior notes due 2031 guaranteed by the Company (Senior Notes 2031) in an unregistered offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (Securities Act), and to certain non-U.S.

On November 24, 2021, a subsidiary of the Company issued $ 650 million in aggregate principal amount of 4.125 % senior notes due 2031 guaranteed by the Company (Senior Notes 2031) in an unregistered offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (Securities Act), and to certain non-U.S.

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

1 unchanged sentence

Senior Notes 2031 will mature on December 1, 2031, unless earlier redeemed, in accordance with their terms, or repurchased.

On July 1, 2024, OTHI merged with and into Open Text Inc.

(OTI), a wholly-owned indirect subsidiary of the Company.

As a result of the merger, OTI assumed all rights and obligations of OTHI concerning the Senior Notes 2031, effective July 1, 2024.

For the year ended June 30, 2026, we recorded interest expense of $ 26.8 million relating to Senior Notes 2031 (year ended June 30, 2025 and 2024—$ 26.8 million and $ 26.8 million, respectively).

Senior Notes 2030

On February 18, 2020, OTHI issued $ 900 million in aggregate principal amount of 4.125 % senior notes due 2030 guaranteed by the Company (Senior Notes 2030) in an unregistered offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain non-U.S.

On February 18, 2020, a subsidiary of the Company issued $ 900 million in aggregate principal amount of 4.125 % senior notes due 2030 guaranteed by the Company (Senior Notes 2030) in an unregistered offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain non-U.S.

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

1 unchanged sentence

Senior Notes 2030 will mature on February 15, 2030, unless earlier redeemed, in accordance with their terms, or repurchased.

As a result of the merger of OTHI with and into OTI, OTI assumed all rights and obligations of OTHI concerning the Senior Notes 2030, effective July 1, 2024.

For the year ended June 30, 2026, we recorded interest expense of $ 37.1 million relating to Senior Notes 2030 (year ended June 30, 2025 and 2024—$ 37.1 million and $ 37.1 million, respectively).

Tab le of C ontents

Senior Notes 2029

On November 24, 2021, the Company issued $ 850 million in aggregate principal amount of 3.875 % senior notes due 2029 (Senior Notes 2029) in an unregistered offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain non-U.S.

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

persons in offshore transactions pursuant to Regulation S

under the Securities Act.

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

9 unchanged sentences

Senior Secured Notes 2027

On December 1, 2022, the Company issued $ 1 billion in aggregate principal amount of senior secured notes due 2027 (Senior Secured Notes 2027, and together with the Senior Notes 2031, Senior Notes 2030, Senior Notes 2029, and Senior Notes 2028, the Senior Notes) in connection with the Micro Focus Acquisition in an unregistered offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain non-U.S.

On December 1, 2022, the Company issued $ 1.0 billion in aggregate principal amount of senior secured notes due 2027 (Senior Secured Notes 2027, and together with the Senior Notes 2031, Senior Notes 2030, Senior Notes 2029, and Senior Notes 2028, the Senior Notes) in connection with the acquisition of Micro Focus International Limited (the Micro Focus Acquisition) in an unregistered offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain non-U.S.

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

8 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.

For the year ended June 30, 2025, we did not record any interest expense relating to Term Loan B (year ended June 30, 2024 and 2023—$ 58.4 million and $ 54.0 million, respectively).

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

For the year ended June 30, 2026, we did not record any interest expense relating to Term Loan B (year ended June 30, 2025 and 2024— nil and $ 58.4 million, respectively).

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

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

Tab le of C ontents

The Revolver has no fixed repayment date prior to the end of the term.

7 unchanged sentences

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

For the year ended June 30, 2025, we did not record any interest expense relating to the Revolver (year ended June 30, 2024 and 2023—$ 2.2 million and $ 10.1 million, respectively).

For the year ended June 30, 2026, we did not record any interest expense relating to the Revolver (year ended June 30, 2025 and 2024— nil and $ 2.2 million, respectively).

Acquisition Term Loan

1 unchanged sentence

On August 14, 2023, we entered into the second amendment to the Acquisition Term Loan, to reduce the applicable interest rate margin by 0.75 % over the remaining term of the Acquisition Term Loan.

On May 15, 2024, we entered into the third amendment to the Acquisition Term Loan, to reduce the applicable interest rate margin by 0.5 % and remove the 10 -basis point credit spread adjustment for loans bearing interest based on the Secured Overnight Financing Rate (SOFR) rate.

On November 27, 2024, we entered into the fourth amendment to the Acquisition Term Loan to reduce the applicable interest rate margin by 0.5 % over the remaining term of the Acquisition Term Loan.

11 unchanged sentences

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, 2024, we prepaid an aggregate of $ 1.31 billion of the outstanding principal debt on the Acquisition Term Loan using a portion of the net proceeds from the AMC Divestiture of $ 1.06 billion and $ 250.0 million of cash on hand.

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 the year ended June 30, 2026, we recorded interest expense of $ 118.7 million relating to the Acquisition Term Loan (year ended June 30, 2025 and 2024—$ 148.4 million and $ 272.5 million, respectively).

Tab le of C ontents

Debt Discount and Issuance Costs

2 unchanged sentences

Defined Benefit and Other Post-Retirement Benefit Plans

The Company has 45 pension and other post-retirement plans in multiple countries, including 30 defined benefit and other post-retirement benefit plans which were assumed as part of the Micro Focus Acquisition (see Note 19 “Acquisitions and Divestitures” for more details).

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

The Company has 45 pension and other post-retirement plans in multiple countries.

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

The plans are primarily located in Germany, which, as of June 30, 2026, make up approximately 42 % of the total net benefit pension obligations.

7 unchanged sentences

All of our defined benefit and other post-retirement plans are included in the aggregate projected benefit obligation within Pension liability, net on our Consolidated Balance Sheets.

Plan assets that partially fund the defined benefit obligations are primarily classified within Level 1 and Level 2 of the fair value hierarchy and consist primarily of investments in equity and debt funds.

Plan assets exclude insurance contracts with guaranteed interest rates classified as Level 3 available-for-sale financial assets of $ 27.3 million that do not meet the definition of a qualifying insurance policy, as they have not been pledged to the defined benefit and other post-retirement plans (see Note 16 “Fair Value Measurement” for more details).

The Company intends to only make any cash contributions to any defined benefit pension or post-retirement plans where required by the local regulatory or statutory requirements.

1 unchanged sentence

For Fiscal 2027, we expect to make cash contributions of $ 9.1 million to our defined benefit plans.

As part of the Micro Focus Acquisition (see Note 19 “Acquisitions and Divestitures” for more details), we assumed a total of 30 defined benefit plans, all located outside of Canada and the United States.

As of June 30, 2025, these assumed plans carried a net liability of $ 38.8 million and are funded at 82 % of the defined benefit obligations.

Plan assets that partially fund these assumed defined benefit obligations are primarily classified within Level 1 and Level 2 of the fair value hierarchy and consist primarily of investments in equity and debt funds.

Plan assets exclude insurance contracts with guaranteed interest rates classified as Level 3 available-for-sale financial assets of $ 27.4 million that do not meet the definition of a qualifying insurance policy, as they have not been pledged to the defined benefit and other post-retirement plans (see Note 16 “Fair Value Measurement” for more details).

As of June 30, 2025, the fair value of these acquired plan assets was $ 182.6 million.

The following tables provides the details of the funded status of our defined benefit pension and other post-retirement plans:

The following table provides the details of the funded status of our defined benefit pension and other post-retirement plans:

As of June 30, 2026 As of June 30, 2025

2 unchanged sentences

Funded status $ ( 106,243 ) $ ( 136,867 )

The following tables provides details of the net benefit obligations of our defined benefit pension and other post-retirement plans:

The following table provides details of the net benefit obligations of our defined benefit pension and other post-retirement plans:

As of June 30, 2026 As of June 30, 2025

5 unchanged sentences

(1) The current portion of the benefit obligation has been included within “Accrued salaries, incentives and commissions,” all within Accounts payable and accrued liabilities in the Consolidated Balance Sheets (see Note 10 “Accounts Payable and Accrued Liabilities” for more details).

Tab le of C ontents

The following tables provides the details of the change in the benefit obligation and plan assets for the periods indicated:

The following tables provide the details of the change in the benefit obligation and plan assets for the periods indicated:

As of June 30, 2026 As of June 30, 2025

3 unchanged sentences

Benefits paid ( 15,364 ) ( 11,161 )

Company contributions — ( 3,849 )

Employee contributions 1,583 1,703

2 unchanged sentences

Curtailment (gain) loss 458 ( 927 )

Net transfers — ( 228 )

Actuarial (gain) loss ( 15,605 ) ( 1,273 )

Other events ( 467 ) ( 762 )

Foreign exchange (gain) loss ( 5,208 ) 23,981

10 unchanged sentences

Plan settlement ( 17,473 ) ( 7,440 )

( 7,440 ) ( 7,089 )

Foreign exchange (gain) loss ( 1,508 ) 17,694

7 unchanged sentences

Expected return of plan assets ( 13,282 ) ( 11,790 ) ( 11,400 )

Amortization of actuarial (gains) losses 1,306 643 246

Amortization of actuarial (gain) losses 489 1,306 643

Settlement cost 2,590 987 1,220

1 unchanged sentence

Service-related net periodic pension costs are recorded within operating expense and all other non-service-related net periodic pension costs are classified under Interest and other related expense, net on our Consolidated Statements of Income.

Tab le of C ontents

The following table provides details of amounts recognized in Other Comprehensive Income:

3 unchanged sentences

Amortization of actuarial loss 489 1,306 643

1,306 643 246

Settlement cost and plan amendments 2,230 2,452 ( 193 )

Curtailment ( 67 ) 788 —

Total recognized in other comprehensive income $ 27,462 $ 4,868 $ 2,048

16 unchanged sentences

Expected return on plan assets 5.9 % 5.6 %

Normal retirement age 64 64

Normal retirement age (in years) 64 64

Anticipated pension payments under the defined benefit plans for the fiscal years indicated below are as follows:

6 unchanged sentences

Under these plans, employees can contribute a portion of their salary to the plan and the Company makes minimum non-elective contributions, discretionary contributions, and matching contributions, depending on the terms of the specific plan.

The majority of the plans are primarily located in Canada, the United States, the United Kingdom and Germany.

The majority of the plans are primarily located in Canada, the U.S., the United Kingdom and Germany.

For the year ended June 30, 2026, we made contributions of $ 57.4 million relating to the defined contribution retirement plans (year ended June 30, 2025 and 2024—$ 50.5 million and $ 54.7 million, respectively).

Tab le of C ontents

NOTE 13— EQUITY AND SHARE-BASED COMPENSATION

7 unchanged sentences

During the year ended June 30, 2026, we repurchased 2,400,492 Common Shares on the open market at a cost of $ 56.2 million for potential settlement of awards under “Long-Term Incentive Plans” and “Restricted Share Units (Other)” or other plans as described below (year ended June 30, 2025 and 2024— 4,619,276 and 1,400,000 Common Shares, respectively, at a cost of $ 133.1 million and $ 53.1 million, respectively).

During the year ended June 30, 2025, we delivered to eligible participants 3,107,220 Common Shares that were purchased in the open market in connection with the settlement of awards and other plans (year ended June 30, 2024 and 2023— 1,800,395 and 691,181 Common Shares, respectively).

During the year ended June 30, 2026, we delivered to eligible participants 2,297,271 Common Shares at a cost of $ 70.5 million that were purchased in the open market in connection with the settlement of awards and other plans (year ended June 30, 2025 and 2024— 3,107,220 and 1,800,395 Common Shares, respectively, at a cost of $ 118.2 million and $ 81.4 million, respectively).

Employee Stock Purchase Plan (ESPP)

3 unchanged sentences

Share Repurchase Plan

On April 30, 2024, the Board authorized a share repurchase plan (the Fiscal 2024 Repurchase Plan) pursuant to which we were authorized to purchase for cancellation, in open market transactions from time to time over the 12-month period commencing on May 7, 2024 until May 6, 2025, up to $ 250 million of our Common Shares.

The Fiscal 2024 Repurchase Plan included a normal course issuer bid to provide means to execute purchases over the Toronto Stock Exchange (TSX).

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

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

The 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 Securities Exchange Act of 1934, as amended (the Exchange Act), and included a normal course issuer bid to provide means to execute purchases over the TSX.

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).

Additionally, as of June 30, 2025, we recorded an accrual and a corresponding charge to retained earnings of $ 24.8 million, representing the estimated value of Common Shares expected to be repurchased following the fiscal quarter ended June 30, 2025 pursuant to the ASPP.

Tab le of C ontents

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 automatic share purchase plan (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 (year ended June 30, 2025 and 2024— $ 24.8 million and nil , respectively), representing the estimated value of Common Shares expected to be repurchased following the fiscal quarter ended June 30, 2026 pursuant to the ASPP.

Share-Based Compensation

2 unchanged sentences

2026 2025 2024

Stock Options (issued under Stock Option Plans) $ 15,694 $ 18,167 $ 20,144

Performance Share Units (issued under LTIP) $ 20,506 $ 21,121 $ 26,415

1 unchanged sentence

Restricted Share Units (other) 26,405 42,706 75,642

Deferred Share Units (directors) 3,922 3,162 4,036

Stock Options (issued under Stock Option Plans) 9,525 15,694 18,167

Employee Stock Purchase Plan 5,278 5,979 6,016

Deferred Share Units (directors) 3,710 3,922 3,162

Total share-based compensation expense $ 80,636 $ 104,840 $ 140,079

4 unchanged sentences

Unrecognized Compensation Cost Weighted Average Recognition Period (years)

Stock Options (issued under Stock Option Plans) $ 33,672 2.32

Performance Share Units (issued under LTIP) $ 38,230 1.87

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Restricted Share Units (other) 30,481 1.54

Stock Options (issued under Stock Option Plans) 27,048 2.42

Total unrecognized share-based compensation cost $ 106,716

Stock Option Plans

Stock Options

A summary of stock options outstanding under our 2004 Stock Option Plan is set forth below.

2004 Stock Option Plan

Date of inception Oct-04

Eligibility Eligible employees, as determined by the Board of Directors

Options granted to date 50,635,497

Options exercised to date ( 23,076,178 )

Options cancelled to date ( 15,252,765 )

Options outstanding 12,306,554

Options available for issuance 4,780,548

Termination grace periods Immediately “for cause”;

90 days for any other reason;

180 days due to death

Vesting schedule 25 % per year, unless otherwise specified

Exercise price range $ 25.85 - $ 52.62

Expiration dates July 1, 2025 - May 2, 2032

Our stock options generally vest over four years and expire between seven and ten years from the date of the grant.

Currently we also have options outstanding that vest over five years , as well as options outstanding that vest based on meeting certain market conditions.

The exercise price of all our options is set at an amount that is not less than the closing price of our Common Shares on the NASDAQ on the trading day immediately preceding the applicable grant date.

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We estimate the fair value of stock options using the Black-Scholes option-pricing model or, where appropriate, the Monte Carlo pricing model, consistent with the provisions of ASC Topic 718, “Compensation—Stock Compensation” (Topic 718) and SEC Staff Accounting Bulletin No.

The option-pricing models require input of subjective assumptions, including the estimated life of the option and the expected volatility of the underlying stock over the estimated life of the option.

We use historical volatility as a basis for projecting the expected volatility of the underlying stock and estimate the expected life of our stock options based upon historical data.

We believe that the valuation techniques and the approach utilized to develop the underlying assumptions are appropriate in calculating the fair value of our stock option grants.

Estimates of fair value are not intended, however, to predict actual future events or the value ultimately realized by employees who receive equity awards.

A summary of activity under our stock option plans for the year ended June 30, 2025 is as follows:

Options Weighted-

Average Exercise

Price Weighted-

Contractual Term

(years) Aggregate Intrinsic Value

Outstanding at June 30, 2024

12,207,412 $ 38.51 4.31 $ 6,142

Granted 2,620,150 28.21

Exercised ( 139,077 ) 26.81

Forfeited or expired ( 2,381,931 ) 37.04

Outstanding at June 30, 2025

12,306,554 $ 36.73 3.93 $ 5,942

Exercisable at June 30, 2025

5,321,170 $ 40.67 2.66 $ 1,139

For the periods indicated, the weighted-average fair value of options and weighted-average assumptions estimated under the Black-Scholes option-pricing model were as follows:

Year Ended June 30,

2025 2024 2023

Weighted–average fair value of options granted $ 5.80 $ 9.00 $ 6.75

Weighted-average assumptions used:

Expected volatility 28.96 % 30.46 % 28.73 %

Risk–free interest rate 3.81 % 4.44 % 3.98 %

Expected dividend yield 3.60 % 2.73 % 3.07 %

Expected life (in years) 4.32 4.26 4.20

Forfeiture rate (based on historical rates) 7 % 7 % 7 %

Average exercise share price $ 26.81 $ 36.55 $ 31.13

Performance Stock Options

During the year ended June 30, 2025, we did not grant performance stock options (year ended June 30, 2024 and 2023— nil and 1,000,000 performance stock options, respectively).

For the period in which performance stock options were granted, as indicated, the weighted-average fair value of performance stock options and weighted-average assumptions estimated under the Monte Carlo pricing model were as follows:

Year Ended June 30,

2025 2024 2023

Weighted–average fair value of options granted $ — $ — $ 8.09

Derived service period (in years) — — 1.70

Weighted-average assumptions used:

Expected volatility — % — % 26.00 %

Risk–free interest rate — % — % 3.21 %

Expected dividend yield — % — % 2.00 %

Average exercise share price $ — $ — $ 31.89

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Summary of Stock Options and Performance Stock Options

The aggregate intrinsic value of options exercised during the year ended June 30, 2025 was $ 0.4 million (year ended June 30, 2024 and 2023—$ 7.0 million and $ 1.8 million, respectively).

For the year ended June 30, 2025, cash in the amount of $ 3.7 million was received as the result of the exercise of options granted under share-based compensation arrangements (year ended June 30, 2024 and 2023—$ 31.4 million and $ 7.8 million, respectively).

The tax benefit realized by us during the year ended June 30, 2025 from the exercise of options eligible for a tax deduction was $ 0.1 million (year ended June 30, 2024 and 2023—$ 1.5 million and $ 0.3 million, respectively).

Long-Term Incentive Plans

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The Performance Conditions for vesting of the outstanding PSUs are based on market conditions or performance-based revenue conditions.

RSUs are employee service-based awards and vest subject to an eligible employee’s continued employment throughout the applicable vesting period.

RSUs are employee service-based awards and vest subject to an eligible

employee’s continued employment throughout the applicable vesting period.

For the year ended June 30, 2026, we settled LTIP awards that vested by delivering to eligible participants 825,551 Common Shares that were purchased in the open market at a cost of $ 27.5 million.

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Contractual Term

(years) Aggregate Intrinsic Value

(years) Aggregate

Intrinsic Value

Outstanding at June 30, 2025

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______________________

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

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

For the periods indicated, the weighted-average fair value of market-based PSUs issued under LTIP, and weighted-average assumptions estimated under the Monte Carlo pricing model were as follows:

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2026 2025 2024

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

Weighted–average fair value of PSUs granted $ 50.18

$ 47.96 - $ 47.96

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Risk–free interest rate 3.66 % 3.67 % 4.38 % - 4.95 %

4.38 % - 4.95 %

3.13 % - 3.39 %

Expected dividend yield — % — % — %

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Forfeiture rate (based on historical rates) 7 % 7 % 7 %

Weighted–average fair value of performance share units vested $ 75.14 $ — $ 41.75

Aggregate intrinsic value of performance share units vested ($ in ‘000’s) $ 8,020 $ — $ 6,216

The weighted average fair value of the performance-based PSUs granted was $ 40.14 for the year ended June 30, 2024.

Weighted–average fair value of PSUs vested $ 53.05 $ 75.14 $ —

Aggregate intrinsic value of PSUs vested ($ in ‘000’s) $ 11,253 $ 8,020 $ —

The Company did not grant any performance-based PSUs for the years ended June 30, 2026 and 2025.

The weighted average fair value of the performance-based PSUs granted was $ 40.14 for the year ended June 30, 2024.

Restricted Share Units (Issued Under LTIP)

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Contractual Term

(years) Aggregate Intrinsic Value

(years) Aggregate

Intrinsic Value

Outstanding at June 30, 2025

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2026 2025 2024

Weighted–average fair value of restricted share units granted $ 28.43 $ 35.07 $ 38.82

Weighted–average fair value of restricted share units vested $ 49.92 $ 43.40 $ 36.83

Aggregate intrinsic value of restricted share units vested ($ in ‘000’s)

$ 5,111 $ 9,093 $ 3,947

Weighted–average fair value of RSUs granted $ 29.44 $ 28.43 $ 35.07

Weighted–average fair value of RSUs vested $ 34.42 $ 49.92 $ 43.40

Aggregate intrinsic value of RSUs vested ($ in ‘000’s) $ 16,259 $ 5,111 $ 9,093

Restricted Share Units (Other)

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RSUs (other) vest over a specified contract date, typically two or four years from the respective date of grants.

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A summary of activity under our RSUs (other) issued for the year ended June 30, 2026 is as follows:

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Contractual Term

(years) Aggregate Intrinsic Value

(years) Aggregate

Intrinsic Value

Outstanding at June 30, 2025

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2026 2025 2024

Weighted–average fair value of restricted share units granted $ 27.37 $ 38.04 $ 30.46

Weighted–average fair value of restricted share units vested $ 35.63 $ 40.94 $ 36.33

Aggregate intrinsic value of restricted share units vested ($ in ‘000’s)

Weighted–average fair value of RSUs (other) granted $ 34.05 $ 27.37 $ 38.04

Weighted–average fair value of RSUs (other) vested $ 33.82 $ 35.63 $ 40.94

Aggregate intrinsic value of RSUs (other) vested ($ in ‘000’s) $ 42,146 $ 69,891 $ 62,821

During the year ended June 30, 2026, we delivered to eligible participants 1,237,728 Common Shares that were purchased in the open market in connection with the settlement of vested RSUs, at a cost of $ 36.8 million

(year ended June 30, 2025 and 2024— 2,459,944 and 1,576,565 Common Shares, respectively, with a cost of $ 87.6 million and $ 70.7 million).

Stock Option Plans

A summary of stock options outstanding under our 2004 Stock Option Plan is set forth below.

2004 Stock Option Plan

Date of inception Oct-04

Eligibility Eligible employees, as determined by the Board of Directors

Options granted to date 52,636,819

Options exercised to date ( 23,958,258 )

Options cancelled to date ( 21,115,051 )

Options outstanding 7,563,510

Options available for issuance 8,641,512

Termination grace periods Immediately “for cause”;

90 days for any other reason;

180 days due to death

Vesting schedule 25 % per year, unless otherwise specified

Exercise price range $ 24.72 - $ 52.62

Expiration dates July 3, 2026 - May 11, 2033

Our stock options vest over four years and expire after seven years from the date of the grant.

We estimate the fair value of stock options using the Black-Scholes option-pricing model, consistent with the provisions of ASC Topic 718, “Compensation—Stock Compensation” (Topic 718) and SEC Staff Accounting Bulletin No.

We use historical volatility as a basis for projecting the expected volatility of the underlying stock and estimate the expected life of our stock options based upon historical data.

We believe that the valuation techniques and the approach utilized to develop the underlying assumptions are appropriate in calculating the fair value of our stock option grants.

Estimates of fair value are not intended, however, to predict actual future events or the value ultimately realized by employees who receive equity awards.

A summary of activity under our stock option plans for the year ended June 30, 2026 is as follows:

Options Weighted-

Average Exercise

Price Weighted-

Contractual Term

(years) Aggregate

Intrinsic Value

Outstanding at June 30, 2025

12,306,554 $ 36.73 3.93 $ 5,942

During the year ended June 30, 2025, we delivered to eligible participants 2,459,944 Common Shares that were purchased in the open market in connection with the settlement of vested RSUs, at a cost of $ 87.6 million (year ended June 30, 2024 and 2023— 1,576,565 and 400,210 Common Shares, respectively, with a cost of $ 70.7 million and $ 17.6 million).

Granted 2,001,322 28.71

Exercised ( 882,080 ) 30.96

Forfeited or expired ( 5,862,286 ) 38.08

Outstanding at June 30, 2026

7,563,510 $ 34.23 4.25 $ —

Exercisable at June 30, 2026

3,688,466 $ 38.81 2.85 $ —

For the periods indicated, the weighted-average fair value of options and weighted-average assumptions estimated under the Black-Scholes option-pricing model were as follows:

Year Ended June 30,

2026 2025 2024

Weighted–average fair value of options granted $ 6.36 $ 5.80 $ 9.00

Weighted-average assumptions used:

Expected volatility 32.06 % 28.96 % 30.46 %

Risk–free interest rate 3.80 % 3.81 % 4.44 %

Expected dividend yield 3.88 % 3.60 % 2.73 %

Expected life (in years) 4.32 4.32 4.26

Forfeiture rate (based on historical rates) 7 % 7 % 7 %

Average exercise share price $ 30.96 $ 26.81 $ 36.55

The aggregate intrinsic value of options exercised during the year ended June 30, 2026 was $ 5.4 million (year ended June 30, 2025 and 2024—$ 0.4 million and $ 7.0 million, respectively).

For the year ended June 30, 2026, cash in the amount of $ 27.3 million was received as the result of the exercise of options granted under share-based compensation arrangements (year ended June 30, 2025 and 2024—$ 3.7 million and $ 31.4 million, respectively).

The tax benefit realized by us during the year ended June 30, 2026 from the exercise of options eligible for a tax deduction was $ 1.4 million (year ended June 30, 2025 and 2024—$ 0.1 million and $ 1.5 million, respectively).

Deferred Share Units (DSUs)

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DSUs granted as compensation for director fees vest immediately, whereas all other DSUs granted vest at our next annual general meeting following the granting of the DSUs.

DSUs granted have been measured at fair value as of the effective date, consistent with ASC Topic 718.

DSU grants are eligible to receive dividend equivalent units that vest under the same conditions as the underlying grants.

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

A summary of activity under our deferred share units issued for the year ended June 30, 2025 is as follows:

During the year ended June 30, 2026, we settled 233,992 DSUs at a cost of $ 6.2 million (year ended June 30, 2025 and 2024— 296,831 and 0 Common Shares, respectively, with a cost of $ 7.6 million and nil , respectively).

A summary of activity under our DSUs issued for the year ended June 30, 2026 is as follows:

Units Weighted-Average

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Contractual Term

(years) Aggregate Intrinsic Value

(years) Aggregate

Intrinsic Value

Outstanding at June 30, 2025 (1)

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Aggregate intrinsic value of deferred share units vested ($ in ‘000’s) $ 3,838 $ 3,194 $ 1,461

$ 3,194 $ 1,461 $ 1,565

During the year ended June 30, 2025, we settled 296,831 DSUs at a cost of $ 7.6 million (year ended June 30, 2024 and 2023— nil and 30,273 Common Shares, respectively, with a cost of nil and $ 1.1 million, respectively).

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NOTE 14— GUARANTEES AND CONTINGENCIES

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$ 6,709,816 $ 319,534 $ 2,395,057 $ 3,331,819 $ 663,406

Purchase obligations for contracts not accounted for as lease obligations (2)

Obligations for future leases (2)(3)

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

Purchase obligations for contracts not accounted for as lease obligations (3)

257,756 124,372 73,384 40,000 20,000

Total $ 7,007,541 $ 446,175 $ 2,477,616 $ 3,382,521 $ 701,229

______________________

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See Note 11 “Long-Term Debt” for more details.

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

(3) For more details on contractual obligations relating to leases and purchase obligations accounted for under ASC Topic 842, see Note 6 “Leases.”

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

Assuming the utilization of available tax attributes (further described below), we estimate our potential aggregate liability, as of 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 and provincial taxes that may be due of approximately $ 86.0 million.

As of June 30, 2025, we have provisionally paid approximately $ 32.0 million in order to fully preserve our rights to object to the CRA’s audit positions, being the minimum

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payment required under Canadian legislation while the matter is in dispute.

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 $ 32.0 million in order to fully preserve our rights to object to the CRA’s audit positions, being the minimum payment required under Canadian legislation while the matter is in dispute.

This amount is recorded within Long-term income taxes recoverable on the 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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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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The Company’s effective tax rate represents the net effect of the mix of income earned in various tax jurisdictions that are subject to a wide range of income tax rates.

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A reconciliation of the combined Canadian federal and provincial income tax rate with our effective income tax rate is as follows:

The Company adopted ASU 2023-09 “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures” on a prospective basis beginning with the year ended June 30, 2026.

A reconciliation of Canadian federal income tax rate with our effective income tax rate is as follows:

Year Ended June 30, 2026

Expected income tax expense at Canadian Federal statutory income tax rate (1)

Canadian Federal tax $ 128,832 15.0 %

Canadian Provincial tax (2)

Foreign tax effects

United States

Effect of foreign tax rate differences 7,794 0.9 %

Net controlled foreign corporation tested income (NCTI) 14,913 1.7 %

Foreign-derived deduction-eligible income (FDDEI) ( 8,670 ) ( 1.0 ) %

Effect of foreign tax credits ( 27,687 ) ( 3.2 ) %

Includable foreign income 16,004 1.9 %

Impact of reorganizations 12,790 1.5 %

Other items 11,552 1.3 %

United Kingdom

Effect of foreign tax rate differences 6,356 0.7 %

Includable foreign deductions ( 19,534 ) ( 2.3 ) %

Difference in tax filing positions from provision 6,450 0.8 %

Impact of reorganizations 9,170 1.1 %

Change in valuation allowance 6,769 0.8 %

Other items 271 — %

Other foreign jurisdictions 56,630 6.6 %

Effect of changes in unrecognized tax benefits ( 16,126 ) ( 1.9 ) %

Other items ( 23,430 ) ( 2.7 ) %

Provision for income taxes $ 215,614 25.1 %

______________________

(1) This represents the Canadian federal statutory income tax rate, which is 15% after a 13% general tax reduction and 10% federal abatement are applied to the 38% basic rate.

(2) Provincial taxes are primarily Ontario.

A reconciliation of the combined Canadian federal and provincial income tax rate with our effective income tax rate for the years ended June 30, 2025 and 2024 were as follows:

Year Ended June 30,

Expected statutory rate 26.50 % 26.50 %

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Change in valuation allowance ( 4,040 ) 71,328

( 4,040 ) 71,328 16,218

Effect of permanent differences 24,908 11,864

Effect of changes in unrecognized tax benefits ( 32,387 ) ( 4,570 )

( 32,387 ) ( 4,570 ) 857

Effect of withholding taxes 7,479 18,680

Effect of tax credits ( 55,656 ) ( 84,244 )

( 55,656 ) ( 84,244 ) ( 45,596 )

Effect of accrual for undistributed earnings 4,072 ( 12,421 )

Effect of U.S.

— 17,927 6,854

BEAT — 17,927

Difference in tax filing positions from provision ( 37,053 ) ( 2,661 )

( 37,053 ) ( 2,661 ) ( 621 )

Impact of internal reorganizations 5,037 59,761

5,037 59,761 8,822

Other items 15,171 13,423

Provision for income taxes $ 46,005 $ 264,012

______________________

(1) The decrease in valuation allowance in Fiscal 2025 relates to the recognition of assets previously not recognized as compared to the increase in valuation allowance in Fiscal 2024 due to assets no longer meeting the recognition criteria as a result of the AMC Divestiture.

(2) Fiscal 2025 benefit primarily relates to statute of limitation expirations as compared to Fiscal 2024.

(3) The change in foreign tax credits and U.S.

BEAT in Fiscal 2025, compared to Fiscal 2024, is primarily driven by the AMC Divestiture.

(4) The benefit in the current year is related to book to tax filing adjustments for Fiscal 2024 and prior years.

(5) The impact of internal reorganizations in Fiscal 2025 is primarily related to legal entity rationalization activity, as compared to Fiscal 2024 in which significant gains from the AMC Divestiture were recognized.

The Company adopted ASU 2023-09 on a prospective basis for the year ended June 30, 2026 and has included the following table as a result of adoption, which presents income taxes paid (net of refunds received) disaggregated by individual jurisdiction in which income taxes paid (net of refunds received) was greater than or equal to 5% of total income taxes paid (net of refunds received).

For the years ended June 30, 2025 and 2024, see Note 22 “Supplemental Cash Flow Disclosures” for cash paid for income taxes.

Year Ended June 30,

Federal $ 35,485

Provincial 17,996

United States 134,297

United Kingdom 15,519

Germany 22,363

Other foreign jurisdictions 58,151

Total cash paid for income taxes, net $ 300,062

The following is a geographical breakdown of income before the provision for income taxes:

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Income before income taxes $ 858,877 $ 482,071 $ 729,296

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The Company adopted ASU 2023-09 “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures” on a prospective basis beginning with the year ended June 30, 2026.

The provision for (recovery of) income taxes consisted of the following:

Year Ended June 30,

2025 2024 2023

Current income taxes (recoveries):

Federal $ 30,508

Provincial 6,089

Foreign 205,219

Total current income taxes (recoveries) 241,816

Deferred income taxes (recoveries):

Federal 2,229

Provincial 27,441

Foreign ( 55,872 )

Total deferred income taxes (recoveries) ( 26,202 )

Provision for income taxes $ 215,614

The provision for (recovery of) income taxes for the years ended June 2025 and June 2024 consisted of the following:

Year Ended June 30,

Current income taxes (recoveries):

Domestic $ 13,769 $ 76,571

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In addition, investment tax credits of $ 84.6 million will expire between 2029 and 2046.

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We believe that sufficient uncertainty exists regarding the realization of certain deferred tax assets that a valuation allowance is required.

1 unchanged sentence

As of June 30, 2026 and 2025, the Company had a valuation allowance on its domestic and foreign deferred tax assets of $ 620.7 million and $ 651.8 million, respectively.

The balance as of June 30, 2025 consisted of $ 9.8 million and $ 642.0 million against the Company’s domestic and foreign deferred tax assets, respectively, which, the Company believes, are not more likely than not to be utilized in future years.

The balance as of June 30, 2026 consisted of $ 2.9 million and $ 617.8 million against the Company’s domestic and foreign deferred tax assets, respectively, which, the Company believes, are more likely than not to be utilized in future years.

The valuation allowance decreased in Fiscal 2026 by $ 31.0 million primarily related to utilization of interest carryovers and expiration of net operating loss carryovers.

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We recognize interest expense and penalties related to income tax matters in income tax expense.

For the year ended June 30, 2025, 2024 and 2023, respectively, we recognized the following amounts on uncertain tax positions as income tax-related interest expense and penalties:

For the years ended June 30, 2026, 2025 and 2024, respectively, we recognized the following amounts as income tax-related interest expense and penalties:

Year Ended June 30,

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(1) These balances are primarily included within Long-term income taxes payable within the Consolidated Balance Sheets.

We believe that it is reasonably possible that the gross unrecognized tax benefits, as of June 30, 2025, could decrease tax expense in the next 12 months by $ 27.3 million, relating primarily to the expiration of competent authority relief and tax years becoming statute barred for purposes of future tax examinations by local taxing jurisdictions.

We are subject to income tax audits in all major taxing jurisdictions in which we operate.

Our four most significant tax jurisdictions are Canada, the United States, the United Kingdom and Germany.

Our tax filings remain subject to audits by

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applicable tax authorities for a certain length of time following the tax year to which those filings relate.

Our tax filings remain subject to audits by applicable tax authorities for a certain length of time following the tax year to which those filings relate.

We currently have income tax audits open in Canada, the United States, the United Kingdom, Germany and other immaterial jurisdictions.

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These assessments or settlements may or may not result in changes to our contingencies related to positions on tax filings.

The actual amount of any change could vary significantly depending on the ultimate timing and nature of any settlements.

The actual amount of any change could

vary significantly depending on the ultimate timing and nature of any settlements.

We cannot currently provide an estimate of the range of possible outcomes.

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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.

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.

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

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.

We have not provided for additional foreign withholding taxes or deferred income tax liabilities related to undistributed earnings of all other non-Canadian subsidiaries, since such earnings are considered permanently invested in those subsidiaries or are not subject to withholding taxes.

It is not practicable to reasonably estimate the amount of additional deferred income tax liabilities or foreign withholding taxes that may be payable should these earnings be distributed in the future.

State Aid Matter

As of June 30, 2024, the Company had a long-term income tax receivable related to the payment it made in regard to a State Aid charging notice it received as a result of the European Commission’s final decision on its State Aid investigation into the UK’s “Financing Company Partial Exemption” legislation where it concluded that part of the legislation was in breach of the EU State Aid rules.

Micro Focus, along with the UK government and certain other UK-based international companies, appealed the decision to the General Court of the Court of Justice of the European Union (CJEU).

The CJEU’s judgment was handed down on September 19, 2024.

The CJEU broadly followed the Advocate General’s opinion, setting aside the judgment of the General Court and annulling the Commission’s ruling.

As a result, a refund of the State Aid charging notice, in the amount of $ 43.8 million plus interest of $ 4.0 million, was received in March 2025.

NOTE 16— FAIR VALUE MEASUREMENT

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• Level 2—inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

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• Level 3—inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability.

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Balance as of June 30, 2025

Gain (loss) recognized in income 2,415

Loss recognized in income ( 27 )

Balance as of June 30, 2026

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

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

Our valuation techniques used to measure the fair values of the derivative instruments, the counterparties to which have high credit ratings, were derived from pricing models including discounted cash flow techniques, with all significant inputs derived from or corroborated by observable market data, as no quoted market prices exist for these instruments.

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If applicable, we will recognize transfers between levels within the fair value hierarchy at the end of the reporting period in which the actual event or change in circumstance occurs.

During the year ended June 30, 2025 and 2024, respectively, we did not have any transfers between Level 1, Level 2 or Level 3.

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During the years ended June 30, 2026 and 2025, respectively, we did not have any transfers between Level 1, Level 2 or Level 3.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

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These assets and liabilities are recognized at fair value when they are deemed to be other-than-temporarily impaired.

During the year ended June 30, 2025 and 2024, respectively, no indications of impairments were identified and therefore no fair value measurements were required.

During the years ended

June 30, 2026 and 2025, respectively, no indications of impairments were identified and therefore no fair value measurements were required.

NOTE 17— DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

Non-designated Hedges

In connection with the Micro Focus Acquisition, in August 2022, we entered into certain derivative transactions to meet certain foreign currency obligations under UK cash confirmation requirements related to the purchase price of the Micro Focus Acquisition, mitigate the risk of foreign currency appreciation in the GBP denominated purchase price and mitigate the risk of foreign currency appreciation in the EUR denominated existing debt held by Micro Focus.

We entered into the following derivatives:

(i) three deal-contingent forward contracts, (ii) a non-contingent forward contract, and (iii) EUR/USD cross currency swaps.

The deal-contingent forward contracts had an aggregate notional amount of £ 1.475 billion.

The non-contingent forward contract had a notional amount of £ 350 million.

The cross currency swaps are comprised of 5-year EUR/USD cross currency swaps with a notional amount of € 690 million and 7-year EUR/USD cross currency swaps with a notional amount of € 690 million.

On January 7, 2025, we terminated certain of our outstanding 5-year EUR/USD cross currency swaps with an aggregate notional amount of € 138 million and made a termination payment of approximately $ 10.4 million on January 9, 2025.

These instruments were entered into as economic hedges to mitigate foreign currency risks associated with the Micro Focus Acquisition.

The instruments did not initially qualify for hedge accounting at the time they were entered into.

In connection with the closing of the Micro Focus Acquisition, the deal-contingent forward and non-deal contingent forward contracts were settled, and we designated the 7-year EUR/USD cross currency swaps as net investment hedges (see further details below).

Cross Currency Swaps

In connection with the Micro Focus Acquisition, in August 2022, we entered into EUR/USD cross currency swaps, which are comprised of 5-year EUR/USD cross currency swaps with a notional amount of € 690 million and 7-year EUR/USD cross currency swaps with a notional amount of € 690 million.

The 5-year EUR/USD cross currency swaps are non-designated and are measured at fair value with changes to fair value being recognized in the Consolidated Statements of Income within Other income (expense), net.

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We have designated these transactions as cash flow hedges of forecasted transactions under Topic 815.

As the critical terms of the hedging instrument and of the entire hedged forecasted transaction are the same, in accordance with Topic 815, we

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have been able to conclude that changes in fair value or cash flows attributable to the risk being hedged are expected to completely offset at inception and on an ongoing basis.

As the critical terms of the hedging instrument and of the entire hedged forecasted transaction are the same, in accordance with Topic 815, we have been able to conclude that changes in fair value or cash flows attributable to the risk being hedged are expected to completely offset at inception and on an ongoing basis.

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

As of June 30, 2025, the fair value of the contracts is recorded within Prepaid expenses and other current assets within the Consolidated Balance Sheets and represents the net gain before tax effect that is expected to be reclassified from accumulated other comprehensive income (loss) into earnings within the next twelve months.

As of June 30, 2026, the fair value of the contracts is recorded within Accounts payable and accrued liabilities within the Consolidated Balance Sheets and represents the net loss before tax effect that is expected to be reclassified from accumulated other comprehensive income (loss) into earnings within the next twelve months.

As of June 30, 2026, the notional amount of forward contracts we held to sell U.S.

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Total derivatives $ 204 $ ( 219,065 ) $ 2,984 $ ( 275,810 )

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

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

Year Ended June 30,

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Derivatives not designated as hedges:

Deal-contingent forward contract Other income (expense), net — — 9,354

Non-contingent forward contract Other income (expense), net — — 9,052

Cross currency swap contracts Other income (expense), net 27,369 ( 54,666 ) 3,116

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Total $ 28,066 $ ( 51,967 ) $ 8,952

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

Year Ended June 30,

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

Consolidated Statements of Income and Consolidated Statements of Comprehensive Income Location

Year Ended June 30,

2026 2025 2024

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Divestiture-related costs 21,809 4,780 46,640

4,780 46,640 —

Acquisition-related costs 867 2,311 2,036

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Total $ 133,020 $ 145,890 $ 135,305

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Business Optimization Plan

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The Business Optimization Plan charges relate to facility costs and workforce reductions.

During the fourth quarter of Fiscal 2025, the Board approved an expansion of the Business Optimization Plan to complete strategic initiatives, integration and simplification following the Micro Focus acquisition, AMC Divestiture and other growth and innovation plans including the deployment of AI and automation.

This expansion includes costs associated with workforce reduction due to automation, centralization and simplification, and corresponding facility costs related to a reduction of our real estate footprint globally.

These charges require management to make certain judgments and estimates regarding the amount and timing of restructuring charges or recoveries.

Our estimated liability could change subsequent to its recognition, requiring adjustments to the expense and the liability recorded.

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

As of June 30, 2025, we expect total costs to be incurred in connection with the Business Optimization Plan to be approximately $ 260.0 million, of which $ 127.9 million was recorded within Special charges (recoveries) within the Consolidated Statements of Income.

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

A reconciliation of the beginning and ending restructuring liability for the Business Optimization Plan, which is included within Accounts payable and accrued liabilities in our Consolidated Balance Sheets, for the year ended June 30, 2025 is shown below.

Business Optimization Plan

Workforce reduction Facility charges Total

Balance payable as of June 30, 2024

Accruals and adjustments 113,000 6,113 119,113

Cash payments ( 66,524 ) ( 122 ) ( 66,646 )

Foreign exchange and other non-cash adjustments 1,807 ( 3,145 ) ( 1,338 )

Balance payable as of June 30, 2025

$ 48,283 $ 2,846 $ 51,129

Micro Focus Acquisition Restructuring Plan

During the third quarter of Fiscal 2023, as part of the Micro Focus Acquisition, we made a strategic decision to implement restructuring activities to reduce our overall workforce and further reduce our real estate footprint around the world (Micro Focus Acquisition Restructuring Plan).

The Micro Focus Acquisition Restructuring Plan charges relate to facility costs and workforce reductions.

Facility costs include the accelerated amortization associated with the abandonment of right of use assets, the write-off of property and equipment and other related variable lease and exit costs.

These charges require management to make certain judgments and estimates regarding the amount and timing of restructuring charges or recoveries.

Our estimated liability could change subsequent to its recognition, requiring adjustments to the expense and the liability recorded.

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

Since the inception of the Micro Focus Acquisition Restructuring Plan, $ 148.1 million has been recorded within Special charges (recoveries) within the Consolidated Statements of Income to date.

We do not expect to incur any further significant charges relating to the Micro Focus Acquisition Restructuring Plan.

A reconciliation of the beginning and ending restructuring liability for the Micro Focus Acquisition Restructuring Plan, which is included within Accounts payable and accrued liabilities in our Consolidated Balance Sheets, for the year ended June 30, 2025 is shown below.

Micro Focus Acquisition Restructuring Plan Workforce reduction Facility charges Total

Balance payable as of June 30, 2024

$ 11,765 $ 16,326 $ 28,091

Accruals and adjustments ( 670 ) 3,575 2,905

Cash payments ( 10,106 ) ( 11,815 ) ( 21,921 )

Foreign exchange and other non-cash adjustments 181 ( 661 ) ( 480 )

Balance payable as of June 30, 2025

$ 1,170 $ 7,425 $ 8,595

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Divestiture-related costs

Divestiture-related costs, recorded within Special charges (recoveries), include the direct costs related to the AMC Divestiture.

For the year ended June 30, 2025, divestiture-related costs were $ 4.8 million (year ended June 30, 2024 and 2023—$ 46.6 million and nil , respectively).

Acquisition-related costs

Acquisition-related costs, recorded within Special charges (recoveries) include direct costs of potential and completed acquisitions.

Acquisition-related costs for the year ended June 30, 2025 were $ 2.3 million (year ended June 30, 2024 and 2023—$ 2.0 million and $ 48.9 million, respectively).

Other charges (recoveries)

For the year ended June 30, 2025, Other charges (recoveries) includes $ 10.3 million of other miscellaneous charges, primarily associated with the Micro Focus Acquisition.

For the year ended June 30, 2024, Other charges (recoveries) includes $ 5.5 million of compensation related charges and $ 5.8 million of other miscellaneous charges, both associated with the Micro Focus Acquisition along with $ 1.3 million related to pre-acquisition equity incentives of Zix, which upon acquisition were replaced by equivalent value cash settlements (see Note 19 “Acquisitions and Divestitures” for more details).

For the year ended June 30, 2023, Other charges (recoveries) includes $ 23.0 million of severance charges, $ 11.8 million of other miscellaneous charges, both associated with the Micro Focus Acquisition and $ 8.3 million related to pre-acquisition equity incentives of Zix, which upon acquisition were replaced by equivalent value cash settlements (see Note 19 “Acquisitions and Divestitures”).

NOTE 19— ACQUISITIONS AND DIVESTITURES

Fiscal 2024 Divestiture

Divestiture of AMC Business

On May 1, 2024, the Company completed the sale of its AMC business to Rocket Software for $ 2.275 billion in cash before taxes, fees and other adjustments.

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

In connection with the sale, a gain of $ 429.1 million was recorded in Other income (expense), net within our Consolidated Statements of Income for the year ended June 30, 2024.

During the quarter ended December 31, 2024, working capital and other adjustments were finalized, which resulted in a payment of $ 11.7 million, and a decrease to the gain on the AMC Divestiture by $ 4.2 million.

The Company determined that the AMC business did not constitute a component, as its operations and cash flows cannot be clearly distinguished from the rest of the Company’s operations and cash flows due to significant shared costs, therefore, the transaction did not meet the discontinued operations criteria, and the results of operations from the AMC business are presented within Income from operations in our Consolidated Statements of Income up to the date of disposition.

The Company used the net proceeds from the transaction to prepay in full the outstanding principal balances of the Term Loan B and prepay a portion of the outstanding principal balance of the Acquisition Term Loan, as further described in Note 11 “Long-Term Debt.” The Company also agreed to provide certain transition services to Rocket Software following the completion of the divestiture for up to 24 months after the closing date of May 1, 2024, which are included in financing activities on the Consolidated Statements of Cash Flows.

These transition service costs are reimbursable by Rocket Software.

For Fiscal 2025, we billed Rocket Software $ 31.6 million under the Transition Services Agreement.

The transition services were completed as of June 30, 2025.

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The finalization of working capital and other adjustments during the quarter ended

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 9A. Controls and Procedures