OPEN TEXT CORP 10-K

Item 9A. Controls and Procedures (A) Evaluation of Disclosure Controls and Procedures As of the end of the period covered by this Annual Report on Form 10-K, our management, with the participation of the Chief Executive Officer and Chief Financial Officer, performed an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rule 13a-15(e) promulgated under the Exchange Act. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that as of June 30, 2026, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act were recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that information required to be disclosed by us in the reports we file under the Exchange Act (according to Rule 13(a)-15(e)) is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. 94 Table of Contents (B) Management’s Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting (ICFR), as such term is defined in Exchange Act Rule 13a-15(f). ICFR is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with generally accepted accounting principles. ICFR includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with the authorizations of our management and our directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements. Our management assessed our ICFR as of June 30, 2026, the end of our most recent fiscal year. In making our assessment, our management used the criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the results of our evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our ICFR was effective as of June 30, 2026. The results of our management’s assessment were reviewed with our Audit Committee and the conclusion that our ICFR was effective as of June 30, 2026 has been audited by KPMG LLP, our independent registered public accounting firm, as stated in their report which is included in Part IV, Item 15 of this Annual Report. Our management, including the Chief Executive Officer and Chief Financial Officer, do not expect that our disclosure controls or our ICFR will prevent or detect all error or all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error. 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 achieving its stated goals under all potential future conditions. Any evaluation of prospective control effectiveness, with respect to future periods, is subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. (C) Attestation Report of the Independent Registered Public Accounting Firm KPMG LLP, our independent registered public accounting firm, has issued a report under Public Company Accounting Oversight Board Auditing Standards AS 2201 on the effectiveness of our ICFR. See Part IV, Item 15 of this Annual Report on Form 10-K. (D) Changes in Internal Control over Financial Reporting (ICFR) Based on the evaluation completed by our management, in which our Chief Executive Officer and Chief Financial Officer participated, our management has concluded that there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the fiscal quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information Rule 10b5-1 Trading Plans 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 95 Table of Contents 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. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not Applicable. 96 Table of Contents Part III Item 10. Directors, Executive Officers and Corporate Governance The following table sets forth certain information as to our directors and executive officers as of August 1, 2026. Name Age Office and Position Currently Held With Company 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 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 P. Thomas Jenkins 66 Chair of the Board Randy Fowlie (2) 66 Director Major General David Fraser (3) 69 Director John Hastings (2) 68 Director Robert Hau (2)(3) 60 Director Goldy Hyder (1) 59 Director Jill Larsen 53 Director Fletcher Previn (1) 52 Director Annette Rippert (2) 61 Director George Schindler (1) 63 Director Margaret Stuart (1) 63 Director Deborah Weinstein (3) 66 Director ______________________ (1) Member of the Talent and Compensation Committee. (2) Member of the Audit Committee. (3) Member of the Corporate Governance and Nominating Committee. Ayman Antoun Mr. Antoun was appointed as Chief Executive Officer of OpenText in April 2026. Before joining OpenText, Mr. 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. Mr. 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. Mr. 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. 97 Table of Contents Todd Cione Mr. Cione joined OpenText as the President of OpenText Worldwide Sales in April 2024. Mr. Cione is responsible for global go-to-market strategy, sales, and revenue growth. This includes Enterprise Sales, International Sales, Cybersecurity Sales, and Sales Operations. Mr. Cione is a veteran business executive with more than 30 years of global experience in sales, alliance partnerships, marketing, customer success, and operations at large multi-national technology organizations. Prior to joining OpenText, Mr. Cione was Chief Revenue Officer (CRO) for Teradata Corporation. At Teradata, Mr. Cione was responsible for the company’s global go-to-market strategy and commercial execution, including worldwide sales, partner alliances, technical architecture, and revenue operations functions. Prior to Teradata, Mr. Cione served as Head of U.S. Enterprise Accounts at Apple Inc., as SVP of Oracle Digital North America Applications, and as Chief Revenue Officer of Rackspace Technology, Inc. Additionally, he spent 15 years at Microsoft Corporation, where he held roles of increasing responsibility in the U.S. and Asia, including General Manager, Asia Pacific Region Marketing & Operations and Managing Director, Asia Pacific Region Enterprise, Partner, & Services Sales. Mr. Cione holds a degree from Baylor University with continuing executive education at INSEAD, Harvard, and PIVOT Leadership Group. He serves on several boards, including Canonical Ltd. 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 Mr. 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. Mr. 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 Mr. Acedo was appointed Chief Legal Officer and Corporate Secretary in January 2022, and became Executive Vice President, Chief Legal Officer and Corporate Secretary in August 2022. Since joining OpenText in 2014, Mr. Acedo has held various increasingly senior legal roles, primarily supporting corporate governance, external reporting, investor relations, Corporate Citizenship, capital markets, corporate communications, government relations, and merger and acquisitions matters and, most recently, as the Vice President, General Counsel–Corporate & Corporate Secretary. Mr. Acedo is responsible for leading the global legal organization, including the Office of the Chief Compliance Officer and the Corporate Secretarial department, as well as the Corporate Development function. Prior to joining OpenText, Mr. Acedo practiced corporate and securities law, with a concentration on international capital markets and merger and acquisitions transactions, at the global law firm, Skadden, Arps, Slate, Meagher & Flom LLP. Mr. Acedo holds a Law Degree from The University of Western Ontario, Canada (including Law exchange at Hong Kong University) and a B.A. (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. Shannon Bell Ms. Bell joined OpenText as the Executive Vice President and Chief Digital Officer in September 2023. Ms. Bell is responsible for all our IT and digital systems, data platforms, networks and communications, commercial and corporate cloud operations, as well as our security and compliance. Ms. Bell has over 25 years of experience driving technology transformations and delivering innovative solutions to the market. Prior to joining OpenText, Ms. Bell spent four years at Rogers Communications Inc. where she led all aspects of IT, digital, cloud and data. Prior to Rogers, Ms. Bell spent eight years at Amdocs Limited where she led product and strategy for Digital, Intelligence and BSS. Ms. Bell has also encompassed roles in Canada, the U.S., and Europe with companies including NewStep Networks, MetaSolv Software, Axiom Systems, and Newbridge Networks. Ms. Bell graduated with an MBA from University of Surrey in England. 98 Table of Contents Michelle Berry Ms. Berry rejoined OpenText in November 2025 as Executive Vice President, Chief Human Resources Officer. Ms. 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. Muhi Majzoub Mr. Majzoub has served as Executive Vice President, Product and Engineering since January 2026. Prior to this Mr. 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. Mr. Majzoub is responsible for managing product development cycles, global development organization and driving internal operations and development processes. Mr. Majzoub is a seasoned enterprise software technology executive having served as Head of Products for NorthgateArinso, Inc., a private company that provides global Human Resources software and services. Prior to this, Mr. Majzoub was Senior Vice President of Product Development for CA, Technologies Inc. from June 2004 to July 2010. Mr. Majzoub also worked for several years as Vice President for Product Development at Oracle Corporation from January 1989 to June 2004. Mr. Majzoub attended San Francisco State University. Steve Rai Mr. 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. Mr. 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. Mr. 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. Mr. 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 Mr. 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. 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. Mr. 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. 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. Mr. 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. 99 Table of Contents P. Thomas Jenkins Mr. Jenkins is Chair of the Board of OpenText. From 1994 to 2005, Mr. Jenkins was President, then Chief Executive Officer and then from 2005 to 2013, Chief Strategy Officer of OpenText. Mr. 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. Mr. Jenkins has also served as a board member of Manulife Financial Corporation, Thomson Reuters Inc. and TransAlta Corporation. He was also past Chair of the Ontario Global 100 (OG100), past Canadian Co-Chair of the Atlantik Bruecke and past Chair of the World Wide Web Foundation, a Commissioner of the Tri-Lateral Commission. He was the tenth Chancellor of the University of Waterloo and was the Chair of the National Research Council of Canada (NRC). Mr. Jenkins received an M.B.A. from Schulich School of Business at York University, an M.A.Sc. from the University of Toronto and a B.Eng. & Mgt. from McMaster University. Mr. Jenkins has received honorary doctorates from six universities. He is a member of the Waterloo Region Entrepreneur Hall of Fame, a Companion of the Canadian Business Hall of Fame and recipient of the Ontario Entrepreneur of the Year award, the McMaster Engineering L.W. Shemilt Distinguished Alumni Award and the Schulich School of Business Outstanding Executive Leadership award. He is a Fellow of the Canadian Academy of Engineering (FCAE). Mr. Jenkins was awarded the Canadian Forces Decoration (CD), the Queen’s Diamond Jubilee Medal (QJDM) and the Cross of the Order of Merit of the Federal Republic of Germany. Mr. Jenkins is an Officer of the Order of Canada (OC). Randy Fowlie Mr. Fowlie has served as a director of OpenText since March 1998. From December 2010 to April 2017, Mr. Fowlie was the President and CEO of RDM Corporation, a leading provider of specialized hardware and software solutions in the electronic payment industry. Mr. Fowlie operated a consulting practice from July 2006 to December 2010. 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 products for the professional broadcast and video industry. From June 1999 to January 2005, Mr. Fowlie held the position of Chief Operating Officer and Chief Financial Officer of Inscriber Technology Corporation (Inscriber), a software company providing products to the broadcast and video industry. From February 1998 to June 1999, Mr. Fowlie was the Chief Financial Officer of Inscriber. Inscriber was acquired by Leitch in January 2005. Prior to working at Inscriber Mr. Fowlie was a partner with KPMG LLP, Chartered Accountants, where he worked from 1984 to February 1998. Mr. Fowlie received a B.B.A.(Honours) from Wilfrid Laurier University and is a Chartered Professional Accountant. Mr. Fowlie is also a director of InvestorCom Inc., a privately held company. In the last five years, Mr. Fowlie also served as a director of Dye & Durham Limited (TSX: DND) a leading provider of cloud-based software and technology solutions for legal and business professionals and Sapphire Digital Health Solutions Inc. Major General David Fraser Major-General (Ret.) David Fraser has served as a director of OpenText since September 2018. Mr. Fraser is the President of Aegis Six Corporation of Elgin. Mr. Fraser was commissioned as an Infantry Officer following graduation from Carleton University with a Bachelor of Arts in 1980. He served in various command and staff positions in the Princess Patricia’s Canadian Light Infantry from platoon to Division throughout his 30-year career. Most notable, he commanded the NATO coalition in southern Afghanistan in 2006. He is a graduate of the Canadian Forces Command and Staff College in Toronto, holds a Master’s of Management and Policy and is a graduate of the United States Capstone Program (Executive School for generals). His honors and awards including the Commander of Military Merit, the Canadian Meritorious Service Cross, the Meritorious Service Medal, the United States Legion of Honor and Bronze Star (for service in Afghanistan), and leadership recognition awards from the Netherlands, Poland, and NATO. He is the recipient of the Vimy award for contributions to leadership and international affairs and the Atlantic Council Award for international leadership. Upon his departure from the military, Mr. Fraser joined the private sector and, along with his partners, created Blue Goose Pure Foods Ltd. Mr. Fraser joined INKAS® Armored Vehicle Manufacturing as their Chief Operating Officer in 2015 until 2017. In 2016, he founded Aegis Six Corporation, which aims at addressing the needs of capacity building abroad and for the private sector within Canada. Mr. Fraser currently works with the Bank of Montreal on their Canadian Defence Community Banking Program and serves as a director of Antoxa Corp. In the last five years, Mr. Fraser was also a member of the Conference of Defence Association board and was a director of Route1 Inc. and Canadian Forces College Foundation. Mr. 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 . 100 Table of Contents John Hastings Mr. 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. As CEO, Mr. 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. Mr. 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. Mr. Hastings holds a Bachelor’s degree in Economics from Queen’s University and an MBA from the University of Toronto. Mr. Hastings currently serves as a board member of CSquare, Inc. Robert Hau Mr. Hau has served as a director of OpenText since September 2020. 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. Mr. Hau has nearly 30 years of experience in business and financial leadership roles. Prior to joining Fiserv, he was Executive Vice President and Chief Financial Officer of TE Connectivity Ltd. from 2012 to 2016, where he was responsible for developing and implementing financial strategy, as well as creating the financial infrastructure necessary to drive the company’s financial direction, vision and compliance initiatives. Previously, Mr. Hau served as Chief Financial Officer for Lennox International Inc. Mr. Hau also spent 22 years at Honeywell International Inc. in a variety of progressive financial and operations leadership roles, including serving as Chief Financial Officer of its Aerospace Business Group, Specialty Materials Business Group and Aerospace Electronic Systems Unit. Mr. Hau holds a Master’s degree in business administration from the USC Marshall School of Business and a Bachelor’s degree in business administration from Marquette University. Goldy Hyder Mr. Hyder has served as a director of OpenText since December 2023. From October 2018 to present, Mr. Hyder has served as President and Chief Executive Officer of the Business Council of Canada, a non-profit, non-partisan organization composed of the chief executives and entrepreneurs of Canada’s leading companies, whose members collectively employ approximately two million Canadians in every major industry. Mr. Hyder was previously President and Chief Executive Officer of Hill+Knowlton Strategies (Canada), providing strategic communications counsel to the firm’s extensive and diverse client base. Prior to joining Hill+Knowlton, he served as Director of Policy and Chief of Staff to The Right Honourable Joe Clark, former Prime Minister of Canada. Mr. Hyder holds a B.A. and Master’s degree in Public Policy from the University of Calgary. Jill Larsen Ms. 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. Ms. 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. Ms. Larsen has a B.A. in Communications & English from Boston College and an M.S. in HR Management from Emmanuel College. 101 Table of Contents Fletcher Previn Mr. Previn was appointed as a director of OpenText in November 2024. 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. In 2024, Mr. Previn was recognized by Forbes on the “The Forbes CIO Next List” for his leadership in driving AI initiatives at Cisco. Prior to joining Cisco, Mr. Previn spent 15 years at International Business Machines, with his most recent role serving as their Global Chief Information Officer where he led a global team of more than 12,000 IT professionals. A systems engineer by training, Mr. Previn holds a Bachelor of Arts degree from Connecticut College. Mr. Previn currently serves as a board member of Celsius Holdings, Inc. Annette Rippert Ms. Rippert was appointed as a director of OpenText in July 2024. From 1994 until her retirement in 2022, Ms. Rippert held numerous senior roles at Accenture plc, serving most recently as Group Chief Executive – Strategy & Consulting. In that capacity, she transformed the advisory services portfolio - driving growth through technology, data, and AI - led the acquisition of more than 20 companies, and initiated the influential “Business Futures” thought leadership program. Earlier in her tenure at Accenture, Ms. Rippert headed the North America Technology business, successfully realigning operations towards data, cloud, platform services, and software engineering. She has guided major digital transformations across communications, media, technology, healthcare, and public-sector organizations. Ms. Rippert serves on the Board of Directors of The Hartford Financial Services Group, Inc., a publicly-traded property and casualty insurer. Ms. Rippert serves as a member of the Northwestern University Board of Trustees. Ms. Rippert holds a Bachelor of Science degree in Computer Science and a Master of Management degree, both from Northwestern University. George Schindler Mr. Schindler has served as a director of OpenText since October 2025. Mr. 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. Mr. Schindler holds a Bachelor of Science degree in Computer Science from Purdue University. Margaret Stuart Ms. Stuart has served as a director of OpenText since December 2025. Ms. 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. Ms. 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. Ms. 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 Ms. Weinstein has served as a director of OpenText since December 2009. Ms. Weinstein is a co-founder and partner of LaBarge Weinstein LLP, a business law firm based in Ottawa, Ontario, since 1997. Ms. Weinstein’s legal practice specializes in corporate finance, securities law, mergers and acquisitions and business law representation of public and private companies, primarily in knowledge-based growth industries. Prior to founding LaBarge Weinstein LLP, Ms. 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. Ms. Weinstein also serves on a number of not-for-profit boards. Ms. Weinstein has been recognized by Martindale-Hubbell (U.S.) with the highest possible rating in both Legal Ability and Ethical Standards. As well LaBarge Weinstein has been recognized by Canadian Lawyer as one of the Top 10 Corporate Boutiques. Ms. Weinstein holds an LL.B. from Osgoode Hall Law School of York University. 102 Table of Contents Involvement in Certain Legal Proceedings None of our directors or executive officers have been involved in any events during the past ten years that would require disclosure under Item 401(f) of Regulation S-K. Audit Committee The Audit Committee currently consists of four directors, Mr. Fowlie, Mr. 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. 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 We have an Ethics Code that applies to all of our directors, officers and employees. The Ethics Code incorporates our guidelines designed to deter wrongdoing and to promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, and compliance with all applicable laws and regulations. The Ethics Code also incorporates our expectations of our employees that enable us to provide full, fair, accurate, timely and understandable disclosure in our filings with the SEC and other public communications. The full text of the Ethics Code is published on our web site at investors.opentext.com under the Corporate Governance section. If we make any substantive amendments to the Ethics Code or grant any waiver, including any implicit waiver, from a provision of the Ethics Code to our Chief Executive Officer, Chief Financial Officer or Chief Accounting Officer, we will disclose the nature of the amendment or waiver on our website at investors.opentext.com or on a Current Report on Form 8-K. Board Diversity and Term Limits The Company, including the Corporate Governance and Nominating Committee, views diversity in a broad context and considers a variety of factors when assessing nominees for the Board. The Company has established a policy recognizing that a Board made up of highly qualified directors from diverse backgrounds, including diversity of gender, age, race, sexual orientation, religion, ethnicity and geographic representation, is important. In reference to the disclosure requirements under the CBCA, 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 election as directors. Pursuant to the requirements of the CBCA, the Company considers broader categories of diversity beyond those of the Designated Groups but which encompass the Designated Groups and which the Board of Directors considers to be better aligned to achieve the range of perspectives, experience and expertise required by the Company. For each of the four Designated Groups, the Company has not established a specific target number or percentage, nor a specific target date by which to achieve a specific target number or percentage of members of each Designated Groups on the Board, as we consider a multitude of factors, including skills, experience, expertise, character and the Company’s objective and challenges at the time in determining the best nominee at such time. In accordance with the CBCA disclosure requirements, as of the date of filing of this Annual Report on Form 10-K, there are four women on the Board which represents approximately 31% of the Board, and 36% of the independent Board members. One director self-identified to the Company as a person with disabilities. One director has self-identified as a visible minority. No director has identified as a member of aboriginal peoples in Canada. The Company has not set term limits for independent directors because it values the cumulative experience and comprehensive knowledge of the Company that long-serving directors possess. 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 103 Table of Contents 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 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 data 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 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. Given the robust approach we take to sourcing broadly for executive talent, and our focus on our detailed approach to ensuring a wide range of experiences and qualifications, we do not currently have specific targets for Designated Groups. We believe that our approach will ensure a diverse talent pool. As of June 30, 2026, the Company has two women as executive officers as part of the executive leadership team (ELT) (25%), while approximately 30% of existing positions on the senior leadership team (SLT), exclusive of our ELT, are held by women. 15% of ELT and SLT members are based outside of North America. Within North America, 13% of the ELT and SLT members are visible minorities. Insider Trading Policies and Procedures We have adopted an Insider Trading Policy governing the purchase, sale, and/or other dispositions of the Company's securities by directors, officers and employees that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the Company. A copy of our policies and procedures is filed as Exhibit 19.1 to this report. 104 Table of Contents Item 11. Executive Compensation TALENT AND COMPENSATION COMMITTEE REPORT Our Talent and Compensation Committee of Open Text’s Board (the Talent and Compensation Committee) has reviewed and discussed with our management the following Compensation Discussion and Analysis (CD&A). Based on this review and discussion, our Talent and Compensation Committee has recommended to the Board that the following CD&A be included in our Annual Report on Form 10-K for Fiscal 2026. This report is provided by the following independent directors, who comprise our Talent and Compensation Committee: 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. LETTER FROM OUR TALENT AND COMPENSATION COMMITTEE Dear Shareholders, 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. 105 Table of Contents 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, 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. Mr. 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. Mr. Rai brings significant financial leadership experience in the global technology sector and is expected to strengthen OpenText’s 106 Table of Contents 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. Mr. 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. Mr. 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. Sincerely, The Talent and Compensation Committee George Schindler Goldy Hyder Fletcher Previn Margaret Stuart 107 Table of Contents 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. 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 Current NEOs 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 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 Mark J. 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) (1) Mr. Antoun was appointed as CEO effective April 20, 2026. (2) Mr. Rai was appointed as EVP, CFO effective October 6, 2025. (3) Mr. 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. (4) Mr. 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. (5) Mr. Barrenechea served as Vice Chair, CEO and CTO until August 11, 2025. (6) Mr. 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 Page Number 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 122 108 Table of Contents 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 Upon Mr. 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. Mr. 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. Mr. 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. Mr. 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. Mr. Antoun’s compensation package is summarized in the table below: 109 Table of Contents Mr. 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 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 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. 110 Table of Contents 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: Mr. 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: Mr. 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. 111 Table of Contents 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 at the 60th percentile; • Employee headcount is at the 70th percentile; and • 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, 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; reviewing and discussing the progress of our workforce and global employee engagement initiatives; providing input on human capital disclosures; and reviewing our approach to retirement programs. 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. 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. The performance of our CEO is assessed by the Board (excluding the CEO). The Board conducts discussions and makes decisions with respect to the performance of our CEO in special sessions from which management and the CEO are absent. 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. 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. 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. 112 Table of Contents 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. Compensation Consultant 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. 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. Antoun. 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. Meridian also provided benchmarking data and guidance on CEO and executive officer compensation. For these services, Meridian received $164,598 in fees during Fiscal 2026. 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 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. Our compensation program objectives include: • 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 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. • Aligning the interests of executive officers with our shareholders’ interests and with the execution of our business strategy, with the majority of the total compensation package tied to performance-based variable rewards. Evaluation of executive performance is based on achievement of key financial metrics that we believe closely correlate to long-term shareholder value. Our short and long-term goals are reflected in our overall compensation program with evaluations based on achieving and overachieving predetermined objectives. 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. 113 Table of Contents Our approach to executive pay is guided by the following best practices: What We Do P Balance short- and long-term incentives, cash and equity, and fixed and variable pay. P Link a significant amount of target NEO pay to Company performance (at least 80%). P Cap short-term incentive plans at 200% of target. P Use multiple types of equity awards to balance risk and reward. P Use distinct performance metrics in our short- and long-term incentives. P 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. P Require significant executive stock ownership. P Allow unearned incentive pay to be recaptured under our Clawback Policy (defined below). P Provide only limited perquisites and no supplemental executive retirement plans. P Retain an independent compensation consultant. P Conduct an annual shareholder say-on-pay advisory vote. P Conduct regular and extensive engagement with our shareholders, including an initiative focused specifically on compensation. P Avoid guaranteed base salary increases or a minimum level of vesting for long-term incentives. P Refrain from paying discretionary bonuses. P Provide double-trigger change in control benefits to our NEOs. 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 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. presence. Given that our market for executive talent is global in nature, we apply the following screening process: Quantitative Screen 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 A qualitative screen is then conducted to ensure the selected companies are truly comparable. As part of this process, we focus on global companies operating in the technology industry, ensuring that in aggregate, we consider the appropriate mix of Canadian and U.S.-listed companies. 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, 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 114 Table of Contents 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. This included alignment with proxy advisor frameworks, an independent review conducted by our external compensation consultant, Meridian, and thorough evaluation, review, and approval by the Talent and Compensation Committee. 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. 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 Amdocs DXC Technology Company NetApp Broadridge Financial Solutions Euronet Worldwide Nutanix Celestica Gartner PTC CGI Gen Digital RingCentral DocuSign GoDaddy SS&C Technologies 115 Table of Contents OpenText’s profile relative to last year is summarized as follows. Based on both revenue and headcount, OpenText is a larger organization relative to the Fiscal 2026 peer group median. Fiscal 2025 Peer Group Profile Comparison Fiscal 2026 Peer Group Profile Comparison Peer Group Median OpenText OpenText % of Peer Group Peer Group Median OpenText OpenText % of Peer Group Revenues (in millions) $ 4,354 $ 5,168 118.7 % $ 4,811 $ 5,246 109.0 % Market Capitalization (in millions) $ 17,083 $ 7,440 43.6 % $ 12,208 $ 5,363 43.9 % Headcount 11,200 21,400 191.1 % 11,350 19,900 175.3 % 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. The basic components of our executive officer compensation program are: • Base salary (fixed); • Short-term cash incentives (variable); and • Long-term equity incentives (variable). 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. 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. Balota, 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. 116 Table of Contents 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 Percentage (“Fixed”) Short-Term Incentive Percentage (at 100% target) (“At Risk”) Long-Term Incentive Percentage (at 100% target) (“At Risk”) Ayman Antoun (1) 10% 13% 77% Steve Rai (1) 16% 16% 68% Todd Cione 13% 13% 74% Paul Duggan 15% 15% 70% Muhi Majzoub 19% 19% 62% ______________________ (1) Mr. 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. Base Salary 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). 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) $ 231,312 Steve Rai (2) $ 385,322 Todd Cione $ 675,000 Paul Duggan $ 695,000 Muhi Majzoub $ 625,000 James McGourlay (3) $ 766,068 Cosmin Balota $ 144,768 117 Table of Contents ______________________ (1) Mr. 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. (2) Mr. 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. Mr. 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 0 - 94% —% 100.0% 100.0% 95% 25.0% 101.0% 125.0% 96% 40.0% 102.0% 150.0% 97% 55.0% 103.0% 175.0% 98% 70.0% 104.0% 200.0% 99% 85.0% Formula when performance is above-target: Actual / Target = % of Attainment (Linear interpolation of earnout relative to performance attainment across the full range) 118 Table of Contents 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% Adjusted Operating Income (3) 50 % $ 1,582 $ 1,665 $ 1,732 $ 1,674 113 % ______________________ (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. 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, and is further adjusted to remove the impact of foreign exchange. The actual STI award earned by each NEO for Fiscal 2026 was determined in accordance with the formulas described above, without any discretionary adjustment. Mark J. Barrenechea Mr. 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. Mr. Barrenechea’s “at target” payout in Fiscal 2026 was $164,423, based on his annual STI target of $1,425,000. Chadwick Westlake Mr. 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 Mr. 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. Mr. Berry’s “at target” payout in Fiscal 2026 was $360,577, based on his annual STI target of $625,000. Sandy Ono Ms. 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. Ms. 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, 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 119 Table of Contents 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) Cliff vesting after three years following the determination by the Board that the performance criteria have been met for the rTSR metric. (1) Restricted Share Units (RSUs) Vesting occurs annually in equal amounts on each of the first three anniversaries of the grant date. ______________________ (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; and • 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, 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 120 Table of Contents performance. 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 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: PSUs Earned as % Target: Below 20th percentile 0% 20th percentile 50% 50th percentile 97.5% 55th percentile 100% 75th percentile 200% (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) N/A N/A N/A Steve Rai $ 935,000 $ 765,000 $ 1,700,000 Todd Cione $ 2,200,000 $ 1,800,000 $ 4,000,000 Paul Duggan $ 1,815,000 $ 1,485,000 $ 3,300,000 Muhi Majzoub $ 1,100,000 $ 900,000 $ 2,000,000 ______________________ (1) Mr. 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. Antoun 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: Mr. 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. • RSUs: Mr. 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. Rai 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. 121 Table of Contents • Stock options: Mr. 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: Mr. 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: Mr. 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. 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. LTIP - RSUs 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, 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. For a discussion of the assumptions used in the valuation of stock options, 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. All stock option grants, whether part of the annual LTIP prior to Fiscal 2026 or granted separately for new hires, promotions, retention or other reasons, are governed by our stock option plan. The price at which stock options are granted is not less than the closing price of the Company’s Common Shares on the trading day for the NASDAQ immediately preceding the applicable grant date. In addition, grants and exercises of stock options are subject to our Insider Trading Policy. For details of our Insider Trading Policy, see “Other Information with Respect to Our Compensation Program - Insider Trading Policy” below. 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. 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 those offered to similarly situated executive officers at comparable 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 twelve months after the transaction. These benefits are intended to incentivize our senior executive officers to remain employed with the Company in such a transaction. 122 Table of Contents Perquisites 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; and • 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 in the same country, including our NEOs, such as, but not limited to: • Medical health insurance; • Dental insurance; • Life insurance; and • Tax-based retirement savings plans matching contributions. 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 We do not provide pension benefits or any non-qualified deferred compensation to any of our NEOs. 123 Table of Contents Summary Compensation Table The following table sets forth summary information concerning the annual compensation of our NEOs. All numbers are rounded to the nearest dollar or whole share. Fiscal Year Salary ($) (1) Bonus ($) (2) Stock Awards ($) (3) Option Awards ($) (4) Non-Equity Incentive Plan Compensation ($) (5) All Other Compensation ($) (6) Total ($) 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 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 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, 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 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 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 Mark J. 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 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. 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 124 Table of Contents 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. Mr. 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. Mr. 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. 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. Mr. 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. Mr. 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. 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. (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”. (8) Mr. 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. (12) The executive officer was not a NEO during the fiscal year, and therefore compensation details have been excluded. (13) Mr. 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. (14) Mr. 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. (15) Mr. 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). 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. (16) Ms. 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 ($14,855). These severance amounts are consistent with the prior disclosure contained in “ Compensation 125 Table of Contents Discussion and Analysis — Elements of Our Compensation Program — Potential Payments Upon Termination or Change in Control” of the Annual Report on Form 10-K for the year ended June 30, 2025. Grants of Plan-Based Awards in Fiscal 2026 The following tables set forth certain information concerning grants of awards made to each NEO during Fiscal 2026. Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) Estimated Future Payouts Under Equity Incentive Plan Awards (2) All Other Stock Awards: Number of Shares of Stock or Units (3) All Other Option Awards: Number of Securities Underlying Options (4) Exercise or Base Price of Option Awards (5) Closing Price of Option Awards on date of Grant Grant Date Fair Value of Stock and Option Awards (6) Name Board Approval Date Grant Date Threshold ($) Target ($) Maximum ($) Threshold (#) Target (#) Maximum (#) Stock (#) Options (#) ($/share) ($/share) Awards ($) Ayman Antoun (7) 57,828 231,312 462,624 — — — — — — — — 5/5/2026 5/11/2026 — — — — — — 84,696 — — — 2,093,685 5/5/2026 5/11/2026 — — — — — — — 378,072 24.52 24.40 2,000,880 Steve Rai (8) 96,330 385,322 770,643 — — — — — — — — 11/4/2025 11/7/2025 — — — 8,415 16,830 33,660 — — — — 844,529 11/4/2025 11/7/2025 — — — — — — 8,410 — — — 302,592 11/4/2025 11/7/2025 — — — 14,660 29,320 58,640 — — — — 1,471,278 11/4/2025 11/7/2025 — — — — — — 23,990 — — — 863,160 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 — — — — — — — — 8/6/2025 8/12/2025 — — — 18,725 37,450 74,900 — — — — 1,879,241 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 8/6/2025 8/12/2025 — — — — — — 22,980 — — — 674,923 11/4/2025 11/7/2025 — — — 2,635 5,270 10,540 — — — — 264,449 11/4/2025 11/7/2025 — — — — — — 4,310 — — — 155,074 Cosmin Balota 36,228 144,914 289,828 — — — — — — — — 8/6/2025 8/12/2025 — — — 2,810 5,620 11,240 — — — — 282,012 8/6/2025 8/12/2025 — — — — — — 4,600 — — — 135,102 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. For further information, see “Compensation Discussion and Analysis - Elements of Our Compensation Program - Short-Term Incentives” above. 126 Table of Contents (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 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) “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. (7) Mr. 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 $2 million. For further detail see "Sign-on Equity Grant for Mr. Antoun" above. (8) Mr. Rai joined the Company in October 2025. In connection with his hire, Mr. Rai received prorated LTIP awards based on his start date relative to each applicable performance cycle. For the annual LTIP with a performance period commencing July 1, 2025 and ending September 15, 2028, he received a prorated grant equal to approximately 92% of target value, and for the annual LTIP with a performance period commencing July 1, 2024, and ending September 15, 2027, Mr. Rai received a prorated grant of approximately 61% of target value. (9) Mr. Berry ceased to be our Chief Product Officer in January 2026, and has forfeited all PSUs and RSUs that were granted in Fiscal 2026. (10) Ms. Ono ceased to be our Chief Marketing Officer in December 2025, and has forfeited all PSUs and RSUs that were granted in Fiscal 2026. Outstanding Equity Awards at End of Fiscal 2026 The following table sets forth certain information regarding outstanding equity awards held by each NEO as of June 30, 2026. This table excludes Mr. Barrenechea who ceased to be our Chief Executive Officer in August 2025, Mr. Westlake who ceased to be our Chief Financial Officer in August 2025, Ms. Ono who ceased to be our Chief Marketing Officer in December 2025, and Mr. Berry who ceased to be our Chief Product Officer in January 2026), each of whom held no outstanding equity awards. Option Awards (1) Stock Awards Name Grant Date Number of Securities Underlying Unexercised Options Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) Option Exercise Price ($) Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#) (2) Market Value of Shares or Units of Stock That Have Not Vested ($) (2) Equity Incentive Plan Awards: Number of unearned shares, units or other rights that have not vested (#) (3) Equity Incentive Plan Awards: Market or payout value of unearned shares, units or other rights that have not vested ($) (3) (#) Exercisable (#) Unexercisable 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 11/7/2025 — — 17,392 385,229 11/7/2025 8,691 192,500 — — 11/7/2025 — — 30,299 671,118 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 5/6/2024 — — 43,804 970,269 5/6/2024 21,902 485,134 — — 8/5/2024 — — 61,826 1,369,443 8/5/2024 20,609 456,489 — — 8/12/2025 — — 77,979 1,727,225 8/12/2025 63,799 1,413,142 — — 127 Table of Contents Paul Duggan 8/5/2019 9,750 — 38.76 8/5/2026 8/10/2020 45,130 — 45.81 8/10/2027 8/9/2021 19,230 — 52.62 8/9/2028 8/8/2022 22,980 7,660 39.09 8/8/2029 11/7/2022 120,600 59,400 26.81 11/7/2029 8/7/2023 21,630 21,630 36.79 8/7/2030 8/5/2024 32,495 97,485 28.49 8/5/2031 8/7/2023 — — 21,615 478,770 8/7/2023 10,813 239,508 — — 8/5/2024 — — 52,994 1,173,808 8/5/2024 17,665 391,269 — — 8/12/2025 — — 64,330 1,424,903 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 8/10/2020 90,282 — 45.81 8/10/2027 8/9/2021 34,620 — 52.62 8/9/2028 8/8/2022 34,125 11,375 39.09 8/8/2029 11/7/2022 120,600 59,400 26.81 11/7/2029 8/7/2023 21,630 21,630 36.79 8/7/2030 8/5/2024 21,665 64,995 28.49 8/5/2031 8/7/2023 — — 21,615 478,770 8/7/2023 10,813 239,508 — — 8/5/2024 — — 35,329 782,539 8/5/2024 11,777 260,854 — — 8/12/2025 — — 38,989 863,612 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 8/10/2020 44,053 — 45.81 8/10/2027 8/9/2021 20,510 — 52.62 8/9/2028 8/8/2022 20,220 6,740 39.09 8/8/2029 11/7/2022 120,600 59,400 26.81 11/7/2029 8/7/2023 14,300 14,300 36.79 8/7/2030 8/5/2024 16,248 48,742 28.49 8/5/2031 8/7/2023 — — 14,288 316,475 8/7/2023 7,149 158,360 — — 8/5/2024 — — 26,497 586,904 8/5/2024 8,832 195,635 — — 8/12/2025 — — 29,245 647,767 8/12/2025 23,925 529,928 — — 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 8/12/2025 — 20,000 30.22 8/12/2032 8/7/2023 — — 2,731 60,492 8/7/2023 2,731 60,492 8/5/2024 — — 4,416 97,817 8/5/2024 2,944 65,220 — — 8/12/2025 — — 5,851 129,600 8/12/2025 4,789 106,078 — — ______________________ (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. 128 Table of Contents (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. (4) Mr. Antoun did not participate in the Fiscal 2026 annual LTIP grant as he joined the Company after the August 2025 grant cycle. 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 $2 million. For further detail see “Sign-on Equity Grant for Mr. Antoun” above. (5) Mr. Rai joined the Company in October 2025. In connection with his hire, Mr. Rai received a grant comprised of stock options and a prorated LTIP grant. For further detail see “Sign-on Equity Grant for Mr. Rai” above. As of June 30, 2026, options to purchase an aggregate of 7,563,510 Common Shares had been previously granted and are outstanding under our stock option plans, of which 3,688,466 Common Shares were vested. Options to purchase an additional 8,641,512 Common Shares remain available for issuance pursuant to our stock option plans. Our outstanding stock options pool represents 3.1% of the Common Shares issued and outstanding as of June 30, 2026. During Fiscal 2026, the Company granted options to purchase 2,001,322 Common Shares or 0.8% of the Common Shares issued and outstanding as of June 30, 2026. Option Exercises and Stock Vested in Fiscal 2026 The following table sets forth certain details with respect to each of the NEOs concerning the exercise of stock options and vesting of stock in Fiscal 2026: Option Awards Stock Awards (1) Name Number of Shares Acquired on Exercise (#) Value Realized on Exercise (2) ($) Number of Shares Acquired on Vesting (#) Value Realized on Vesting (3) ($) Todd Cione 6,974 34,527 41,165 1,369,418 Paul Duggan — — 25,386 831,877 Muhi Majzoub — — 30,755 1,032,327 James McGourlay — — 19,114 637,740 Cosmin Balota — — 4,975 164,358 Mark J. 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. (2) “Value realized on exercise” is the excess of the market price, at date of exercise, of the shares underlying the options over the exercise price of the stock options. (3) “Value realized on vesting” is the aggregate market price of the underlying Common Shares on the applicable vesting date. (4) Mr. Barrenechea ceased to be our Chief Executive Officer in August 2025. (5) Mr. Westlake ceased to be our Chief Financial Officer in August 2025. (6) Ms. Ono ceased to be our Chief Marketing Officer in December 2025. 129 Table of Contents Potential Payments Upon Termination or Change in Control We have entered into employment contracts with each of our NEOs. These contracts may require us to make certain types of payments and provide certain types of benefits to the NEOs upon the occurrence of any of these events: • If the NEO is terminated without cause; or • 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. 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 If the NEO is terminated without cause, we may be obligated to make payments or provide benefits to the NEO. A termination without cause means a termination of an NEO for any reason other than the following, each of which provides “cause” for termination: • The failure by the NEO to attempt in good faith to perform their duties, other than as a result of a physical or mental illness or injury; • The NEO’s willful misconduct or gross negligence of a material nature in connection with the performance of their duties which is or could reasonably be expected to be injurious to the Company; • The breach by the NEO of their fiduciary duty or duty of loyalty to the Company; • 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; • The indictment of the NEO or a plea of guilty or nolo contendere to a felony or other serious crime involving moral turpitude; • The material breach by the NEO of any obligation material to their employment relationship with the Company; or • The material breach by the NEO of the Company’s policies and procedures which breach causes or could reasonably be expected to cause harm to the Company; provided that in certain of the circumstances listed above, the Company has given the NEO reasonable notice of the reason for termination as well as a reasonable opportunity to correct the circumstances giving rise to the termination. Change in Control 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: 130 Table of Contents • The sale, lease, exchange or other transfer, in one transaction or a series of related transactions, of all or substantially all of the Company’s assets; • The approval by the holders of Common Shares of any plan or proposal for the liquidation or dissolution of the Company; • Any transaction in which any person or group acquires ownership of more than 50% of outstanding Common Shares; • 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; or • 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: • A material diminution in the duties and responsibilities 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 duties and responsibilities of similarly situated executive officers; • A material reduction to the NEO’s compensation, other than a similar reduction to the compensation of similarly situated executive officers; • A relocation of the NEO’s primary work location by more than fifty miles; • 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; or • 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, 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. Mr. Westlake voluntarily departed the Company during Fiscal 2026; therefore, he is not included in the tables below. 131 Table of Contents No Change in Control No change in control Base Short-term incentives (1) LTIP (2) Options (3) Employee and Medical Benefits (4) 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 Paul Duggan Termination without cause or Change in relationship 12 months 12 months Prorated Vested 12 months Muhi Majzoub Termination without cause or Change in relationship 12 months 12 months Prorated Vested 12 months 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 Mark J. 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 ______________________ (1) Assuming 100% achievement of the expected targets for the fiscal year in which the triggering event occurred. (2) LTIP amounts are prorated for the number of months of participation at termination date in the applicable 38-month performance period. If the termination date is before the commencement of the 19th month of the performance period, a prorated LTIP will not be paid. (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 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. (6) Mr. 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 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 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. 132 Table of Contents Within 12 Months of a Change in Control Within 12 Months of a Change in Control Base Short-term incentives (1) LTIP (2) Options (3) Employee and Medical Benefits (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 Paul Duggan Termination without cause or Change in relationship 12 months 12 months 100% Vested 100% Vested 12 months Muhi Majzoub Termination without cause or Change in relationship 24 months 24 months 100% Vested 100% Vested 24 months 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. (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. (5) Mr. 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. 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 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. Quantitative Estimates of Payments upon Termination or Change in Control Further information regarding payments to our NEOs in the event of a termination or a change in control may be found in the table below. This table sets forth the estimated amount of payments and other benefits each NEO would be entitled to receive upon the occurrence of the indicated event, assuming that the event occurred on June 30, 2026. Amounts (i) potentially payable under plans which are generally available to all of our salaried employees, such as life and disability insurance, and (ii) earned but unpaid, in both cases, are excluded from the table. The values related to vesting of stock options and awards are based upon the fair market value of our Common Shares of $22.15 per share as reported on the NASDAQ on June 30, 2026, the last trading day of our fiscal year. The other material assumptions made with respect to the numbers reported in the table below are: 133 Table of Contents • The salary and incentive payments are calculated based on the amounts of salary, incentive and benefit payments which were payable to each NEO as of June 30, 2026; and • Payments under the LTIPs are calculated in accordance with the methodology described under "Amounts Payable Upon Termination or Change in Control" above, which distinguishes between no change in control and change in control scenarios and between the CEO and other NEOs. Actual payments made at any future date may vary, including the amount the NEO would have accrued under the applicable benefit or compensation plan as well as the price of our Common Shares. Named Executive Officer Salary ($) Short-term Incentive Payment ($) Gain on Vesting of LTIP and Non-LTIP RSUs ($) Gain on Vesting of Stock Options ($) Employee Benefits ($) Total ($) 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 Paul Duggan Termination Without Cause / Change in Relationship with no Change in Control 695,000 695,000 1,668,943 — — 3,058,943 Termination Without Cause / Change in Relationship, within 12 months following a Change in Control 695,000 695,000 4,873,962 — — 6,263,962 Muhi Majzoub Termination Without Cause / Change in Relationship with no Change in Control 625,000 625,000 1,339,459 — 18,377 2,607,836 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 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 — — 217,587 134 Table of Contents Termination Without Cause / Change in Relationship, within 12 months following a Change in Control — — 519,698 — — 519,698 ______________________ (1) Mr. Antoun and Mr. Rai’s salary and short-term incentive payment amounts are based on their annualized salary and target compensation for Fiscal 2026. Mr. 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 ($) Short-term Incentive Payment ($) Gain on Vesting of LTIP and Non-LTIP RSUs ($) Gain on Vesting of Stock Options ($) Employee Benefits ($) Total ($) Mark J. 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 All our employees, officers and directors, including our NEOs, are required to comply with our Insider Trading Policy. Our Insider Trading Policy prohibits the purchase, sale or trade of our securities with the knowledge of material inside information. In addition, our Insider Trading Policy prohibits our employees, officers and directors, including our NEOs, from, directly or indirectly, short selling any security of the Company or entering into any other arrangement that results in a gain only if the value of the Company’s securities decline in the future, selling a “call option” giving the holder an option to purchase securities of the Company, or buying a “put option” giving the holder an option to sell securities of the Company. The definition of “trading in securities” includes any derivatives-based, monetization, non-recourse loan or similar arrangement that changes the insider’s economic exposure to or interest in securities of the Company and which may not necessarily involve a sale. All grants of long-term incentive awards are subject to our Insider Trading Policy and as a result, may not be granted during the “blackout” period beginning on the fifteenth day of the last month of each quarter and ending at the beginning of the second trading day following the date on which the Company’s quarterly or annual financial results, as applicable, have been publicly released. If the Board approves the issuance of any awards during the blackout period, these awards will not be granted until the blackout period is over. 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. 135 Table of Contents Clawback Policy In accordance with SEC rules and NASDAQ listing standards and in line with market practice, we adopted a clawback policy (Clawback Policy) which mandates the recovery of certain erroneously paid incentive-based compensation received by our executive officers on or after October 2, 2023, if we have a qualifying financial restatement during the three completed fiscal years immediately preceding the fiscal year in which a financial restatement determination is made, subject to limited exceptions in accordance with SEC rules. Recovery is required regardless of whether the executive officer was involved in the preparation of the relevant financial statements. During Fiscal 2026, the Company did not have any qualifying financial restatement that required recovery of erroneously awarded compensation pursuant to the Clawback Policy. Share Ownership Guidelines We currently have equity ownership guidelines (Share Ownership Guidelines), the objective of which is to encourage our senior management, including our NEOs, and our directors to buy and hold Common Shares in the Company based upon an investment target. Our required equity ownership levels are as follows: CEO 6x base salary Other senior management 2x base salary Non-management director 5x annual retainer For purposes of the Share Ownership Guidelines, individuals are deemed to hold all securities over which they are the registered or beneficial owner thereof under the rules of Section 13(d) of the Exchange Act through any contract, arrangement, understanding, relationship or otherwise in which such person has or shares: • voting power which includes the power to vote, or to direct the voting of, such security; and/or • investment power which includes the power to dispose, or to direct the disposition of, such security. The result is that only Common Shares – not unvested equity-based compensation – and, for non-management directors, deferred share units (DSUs), are eligible forms of equity for purposes of Share Ownership Guideline fulfillment. Also, Common Shares are valued at the greater of their book value (i.e., purchase price) or the current market value. On an annual basis, the Talent and Compensation Committee reviews the recommended ownership levels under the Share Ownership Guidelines and the compliance by our executive officers and directors with the Share Ownership Guidelines. 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, 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. We believe that the Share Ownership Guidelines help align the financial interests of our senior management team and directors with the financial interests of our shareholders. Named Executive Officers NEOs may achieve the Share Ownership Guidelines through the exercise of stock option awards for Common Shares, Common Shares received as a result of vested RSUs or PSUs, purchases under the ESPP, through open market purchases made in compliance with applicable securities laws or through any equity plan(s) we may adopt from time to time providing for the acquisition of Common Shares. Until the Share Ownership Guidelines are met, it is recommended that an NEO retain a portion of any stock option exercise or LTIP award in Common Shares to contribute to the achievement of the Share Ownership Guidelines. Common Shares issuable pursuant to the unexercised options are not counted towards meeting the equity ownership target. As of the end of Fiscal 2026, all NEOs were in compliance with the Share Ownership Guidelines, as applicable to them. Directors 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 136 Table of Contents 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.” Director Compensation for Fiscal 2026 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. Antoun, Mr. Jenkins returned to his prior role solely as Board Chair. Effective July 17, 2026, Jill Larsen was appointed to the Board. As Ms. 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) ($) Stock Awards (2)(3) ($) Option Awards ($) Non-Equity Incentive Plan Compensation ($) All Other Compensation ($) Total ($) P. Thomas Jenkins (4) 1,104,418 — 3,060,000 (18) 4,164,418 Randy Fowlie (5) 138,836 279,963 36,442 (19) 455,241 David Fraser (6) 125,000 328,533 453,533 John Hastings (7) 94,829 202,716 30,028 (19) 327,573 Robert Hau (8) 127,603 249,974 22,771 (19) 400,348 Goldy Hyder (9) 95,333 264,969 360,302 Kristen Ludgate (10) 85,404 356,352 441,756 Fletcher Previn (11) 325,000 30,405 355,405 Annette Rippert (12) 20,000 350,949 370,949 Stephen J. Sadler (13) — 14,389 14,389 George Schindler (14) 82,377 246,553 328,930 Katharine B. Stevenson (15) — 25,441 25,441 Margaret Stuart (16) — 271,964 17,672 (19) 289,636 Deborah Weinstein (17) 285,000 99,574 24,408 (19) 408,982 ______________________ (1) Non-management directors may elect to receive DSUs or cash for their directors’ fees and/or annual equity grant. 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 AGM. In Fiscal 2026, Messrs. Jenkins and Previn, and Ms. Weinstein elected to receive cash for all of their annual equity grant. (2) Non-management directors may elect to defer all or a portion of their retainer and/or fees in the form of DSUs under our DSU Plan based on the value of the Company’s shares as of the date fees would otherwise be paid. 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 AGM. No DSUs are payable by the Company until the director ceases to be a member of the Board. 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. 137 Table of Contents (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. For a discussion of the assumptions used in this valuation, see Note 13 “Equity and Share-based Compensation” to our Consolidated Financial Statements in this Annual Report on Form 10-K. In Fiscal 2026, Messrs. 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. Jenkins holds 167,814 DSUs. Mr. Jenkins serves as Chair of the Board. (5) As of June 30, 2026, Mr. Fowlie holds 164,655 DSUs. (6) As of June 30, 2026, Mr. Fraser holds 67,458 DSUs. (7) Mr. 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. (9) As of June 30, 2026, Mr. Hyder holds 21,977 DSUs. (10) As of June 30, 2026, Ms. Ludgate held 11,558 DSUs. Ms. Ludgate ceased to serve as a director effective July 17, 2026. (11) As of June 30, 2026, Mr. Previn holds 11,467 DSUs. (12) As of June 30, 2026, Ms. Rippert holds 24,766 DSUs. (13) Mr. 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. (14) Mr. Schindler joined the Board on October 6, 2025. As of June 30, 2026, Mr. Schindler holds 7,546 DSUs. (15) Ms. 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. (16) Ms. Stuart joined the Board on December 9, 2025. As of June 30, 2026, Ms. Stuart holds 8,403 DSUs. (17) As of June 30, 2026, Ms. Weinstein holds 168,032 DSUs. (18) During Fiscal 2026, Mr. 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. From time to time, the Corporate Governance and Nominating Committee reviews the amount and form of compensation paid to directors, having regard to the workload and responsibilities involved in being an effective director, and benchmarked against director compensation for comparable companies. The Corporate Governance and Nominating Committee’s review may be conducted with the assistance of outside consultants. Directors who are salaried officers or employees receive no compensation for serving as directors. 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 : 138 Table of Contents Description 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 retainer fee payable to each non-management director $75,000 per director payable following our annual general meeting Annual Audit Committee retainer fee payable to each member of the Audit Committee $25,000 per year payable at $6,250 at the beginning of each quarterly period. 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 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. Annual Corporate Governance & Nominating Committee Chair retainer fee payable to the Chair of the Corporate Governance & Nominating Committee $8,000 per year payable at $2,000 at the beginning of each quarterly period. 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 Board (1) 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. Messrs. 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. The amount of the annual equity grant is discretionary; however, historically, the amount of this grant has been determined and updated on a periodic basis with the assistance of the Talent and Compensation Committee and the compensation consultant and benchmarked against director compensation for comparable companies. For Fiscal 2026, the annual equity grant was $250,000 for each non-management director and $320,000 for the Chair of the Board. 139 Table of Contents 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 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. As with its employees, the Company believes that granting compensation to directors in the form of equity, such as DSUs, promotes a greater alignment of long-term interests between directors of the Company and the shareholders of the Company. For further details of our Share Ownership Guidelines as they relate to directors, see “Share Ownership Guidelines” above. Talent and Compensation Committee Interlocks and Insider Participation The members of our Talent and Compensation Committee consist of Ms. 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. None of our executive officers served as a member of the compensation committee of another entity (or other committee of the Board of Directors performing equivalent functions, or in the absence of any such committee, the entire Board of Directors) one of whose executive officers served as a director of ours. Board’s Role in Risk Oversight The Board has overall responsibility for risk oversight. 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 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 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. The members of each of the Audit Committee, the Talent and Compensation Committee, and the Corporate Governance and Nominating Committee are all “independent” directors within the meaning ascribed to it in Multilateral Instrument 52-110- Audit Committees as well as the listing standards of the NASDAQ, and, in the case of the Audit Committee, the additional independence requirements set out by the SEC. 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, 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. 140 Table of Contents Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 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. 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. 141 Table of Contents Name of Beneficial Owner (1) Shares (2) Options (3) Deferred Stock Units (4) Total Amount and Nature of Beneficial Ownership Percent of Common Shares Outstanding (5) Principal Shareholders 1832 Asset Management L.P. (6) 27,039,270 11.17% Jarislowsky, Fraser Ltd. (7) 21,150,154 8.74% FIL Limited (8) 17,184,000 7.10% BlackRock, Inc. (9) 14,810,675 6.12% Directors P. Thomas Jenkins 3,288,804 — 167,814 3,456,618 1.41% Randy Fowlie 193,000 — 157,202 350,202 * Deborah Weinstein — — 168,032 168,032 * David Fraser 253 — 60,005 60,258 * Robert Hau — — 37,871 37,871 * Annette Rippert — — 17,313 17,313 * Goldy Hyder — — 14,524 14,524 * Fletcher Previn — — 11,467 11,467 * Kristen Ludgate (10) — — 4,105 4,105 * Margaret Stuart — — 2,359 2,359 * George Schindler — — 1,522 1,522 * John Hastings — — 151 151 * Current NEOs 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 Mark J. 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. (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. 142 Table of Contents (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. (10) Ms. Ludgate departed from the Company in July 2026 and is included in the table above as she was a director during Fiscal 2026. (11) Mr. 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. (12) Ms. 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. (13) Mr. 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. (14) Mr. 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 The following table sets forth summary information relating to our various stock compensation plans as of June 30, 2026: Plan Category Number of securities to be issued upon exercise of outstanding options, warrants, and rights Weighted average exercise price of outstanding options, warrants, and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column a) (a) (b) (c) Equity compensation plans approved by security holders: 7,563,510 $34.23 8,641,512 Equity compensation plans not approved by security holders: Under deferred share unit awards 790,968 Under performance share unit awards 1,770,651 Under restricted share unit awards 3,376,630 Total 13,501,759 8,641,512 For more information regarding stock compensation plans, refer to Note 13 “Equity and Share-based Compensation” to our Consolidated Financial Statements within this Annual Report on Form 10-K. Item 13. Certain Relationships and Related Transactions, and Director Independence Related Transactions Policy and Director Independence We have adopted a written policy that all transactional agreements between us and related parties be first approved by a majority of the independent directors. Once these agreements are approved, payments made pursuant to the agreements are approved by the members of our Audit Committee. A related party includes any officer, director, affiliates or beneficial owner of more than 5% of any class of voting equity securities. Our procedure regarding the approval of any related party transaction is that the material facts of such transaction shall be reviewed by the independent members of our Audit Committee and the transaction approved by a majority of the independent members of our Audit Committee. The Audit Committee reviews all transactions wherein we are, or will be a participant and any related party has or will have a direct or indirect interest. In determining whether to approve a related party transaction, the Audit Committee generally takes into account, among other facts it deems appropriate: whether the transaction is on terms no less favourable than terms generally available to an unaffiliated third-party under the same or similar circumstances; the extent and nature of the related person’s interest in the transaction; the benefits to the company of the proposed transaction; if applicable, the effects on a director’s independence; 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, 143 Table of Contents “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. Mr. 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. Jenkins. 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 During Fiscal 2026, Mr. 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. Once Mr. 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. During Fiscal 2026, OpenText paid $1.1 million under such agreements. Item 14. Principal Accountant Fees and Services Pre-approval Policies and Procedures The Audit Committee has established an Audit and Non-Audit Services Pre-Approval Policy to pre-approve all permissible audit and non-audit services provided by our independent registered public accounting firm. The policy provides that the Audit Committee shall pre-approve all audit and non-audit services to be provided to the Company and its subsidiaries by its independent registered public accounting firm. On an annual basis, the Audit Committee reviews and provides pre-approval for certain types of services that may be rendered by the independent registered accounting firm and a budget for audit and non-audit services for the applicable fiscal year. Upon pre-approval of the services on the initial list, management may engage the auditor for specific engagements that are within the definition of the pre-approved services. Any significant service engagements above a certain threshold will require separate pre-approval. The policy contains a provision delegating pre-approval authority to the Chair of the Audit Committee in instances when pre-approval is needed prior to a scheduled Audit Committee meeting. 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 144 Table of Contents 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. No services in 2026 and 2025 were provided by KPMG for which the foregoing pre-approval procedures were waived pursuant to Rule 2-01(c)(7)(i)(C) of Regulation S-X. Principal Accountant Services and Fees The aggregate fees for professional services rendered by our independent registered public accounting firm, KPMG LLP, for Fiscal 2026 and Fiscal 2025 were: Year ended June 30, (In thousands) 2026 2025 Audit fees (1) $ 12,227 $ 13,703 Audit-related fees (2) 127 123 Tax fees (3) — — All other fees (4) 35 — Total $ 12,389 $ 13,826 ______________________ (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. 145 Table of Contents Part IV Item 15. Exhibits and Financial Statement Schedules (a) Financial Statements and Schedules 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: 85 ) 151 Report of Independent Registered Public Accounting Firm 153 Consolidated Balance Sheets 154 Consolidated Statements of Income 155 Consolidated Statements of Comprehensive Income 156 Consolidated Statements of Shareholders’ Equity 157 Consolidated Statements of Cash Flows 158 Notes to Consolidated Financial Statements 160 (b) The following documents are filed as a part of this report: 1) Consolidated financial statements and Reports of Independent Registered Public Accounting Firm and the related notes thereto are included in Part II, Item 8. 2) Valuation and Qualifying Accounts; see Note 4 “Allowance for Credit Losses” and Note 15 “Income Taxes” in the Notes to Consolidated Financial Statements included in Part II, Item 8. 3) Exhibits: The following exhibits are filed as part of this Annual Report on Form 10-K or are incorporated by reference to exhibits previously filed with the SEC. Exhibits not incorporated by reference to a prior filing are designated by a cross (+); all exhibits not so designated are incorporated by reference to a prior filing as indicated. Management contracts relating to compensatory plans or arrangements are designated by a star (*). Exhibit Number Description Report or Registration Statement Exhibit Reference 2.1 Rule 2.7 Announcement, dated August 25, 2022. Company’s Form 8-K/A, filed August 29, 2022 Exhibit 2.1 3.1 Articles of Amalgamation of the Company. Company’s registration statement on Form F-1, filed November 1, 1995, or Amendments 1, 2 or 3 thereto (filed December 28, 1995, January 22, 1996 and January 23, 1996, respectively) 3.2 Articles of Amendment of the Company. Company’s registration statement on Form F-1, filed November 1, 1995, or Amendments 1, 2 or 3 thereto (filed December 28, 1995, January 22, 1996 and January 23, 1996, respectively) 3.3 Articles of Amendment of the Company. Company’s registration statement on Form F-1, filed November 1, 1995, or Amendments 1, 2 or 3 thereto (filed December 28, 1995, January 22, 1996 and January 23, 1996, respectively) 3.4 Articles of Amalgamation of the Company. Company’s registration statement on Form F-1, filed November 1, 1995, or Amendments 1, 2 or 3 thereto (filed December 28, 1995, January 22, 1996 and January 23, 1996, respectively) 3.5 Articles of Amalgamation of the Company, dated July 1, 2001. Company’s Form 10-K, filed September 28, 2001 146 Table of Contents 3.6 Articles of Amalgamation of the Company, dated July 1, 2002. Company’s Form 10-K, filed September 30, 2002 Exhibit 3.10 3.7 Articles of Amalgamation of the Company, dated July 1, 2003. Company’s Form 10-K, filed September 29, 2003 Exhibit 3.11 3.8 Articles of Amalgamation of the Company, dated July 1, 2004. Company’s Form 10-K, filed September 13, 2004 Exhibit 3.12 3.9 Articles of Amalgamation of the Company, dated July 1, 2005. Company’s Form 10-K, filed September 27, 2005 Exhibit 3.13 3.10 Articles of Continuance of the Company, dated December 29, 2005. Company’s Form 10-Q, filed February 3, 2006 Exhibit 3.1 3.11 By-Law 1 of Open Text Corporation. Company’s Form 8-K, filed September 26, 2013 Exhibit 3.1 3.12+ Articles of Amalgamation of the Company, dated July 1, 2026. 4.1 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. Company’s Form 10-K, filed August 1, 2019 Exhibit 4.1 4.2 Form of Common Share Certificate. Company’s registration statement on Form F-1 (Registration Number 33-98858), filed November 1, 1995, or Amendments 1, 2 or 3 thereto (filed December 28, 1995, January 22, 1996 and January 23, 1996, respectively) 4.3 Indenture, dated as of February 18, 2020, between Open Text Corporation and the Bank of NY Mellon, as U.S. Trustee, and BNY Trust Company of Canada, as Canadian trustee. Company’s Form 8-K filed February 18, 2020 Exhibit 4.1 4.4 Supplemental Indenture to Indenture governing the Company’s 3.875% Senior Notes due 2028, dated as of July 1, 2024, among Open Text Inc., Open Text Corporation and the Bank of NY Mellon, as U.S. Trustee, and BNY Trust Company of Canada, as Canadian trustee. Company’s Form 10-K, filed August 1, 2024 Exhibit 4.4 4 .5+ 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. 4.6 Indenture, dated as of February 18, 2020, between Open Text Holdings, Inc. and the Bank of NY Mellon, as U.S. Trustee, and BNY Trust Company of Canada, as Canadian trustee. Company’s Form 8-K filed February 18, 2020 Exhibit 4.3 4.7 Supplemental Indenture to Indenture governing OTHI’s 4.125% Senior Notes due 2030, dated as of July 1, 2024, among Open Text Inc., Open Text Corporation and the Bank of NY Mellon, as U.S. Trustee, and BNY Trust Company of Canada, as Canadian trustee. Company’s Form 10-K, filed August 1, 2024 Exhibit 4.6 4.8+ 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. 4.9 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. trustee, and BNY Trust Company of Canada, as Canadian trustee . Company’s Form 8-K filed November 24, 2021 Exhibit 4.1 4.10 Supplemental Indenture to Indenture governing the Company’s 3.875% Senior Notes due 2029, dated as of July 1, 2024, among Open Text Inc., Open Text Corporation and the Bank of NY Mellon, as U.S. Trustee, and BNY Trust Company of Canada, as Canadian trustee. Company’s Form 10-K, filed August 1, 2024 Exhibit 4.8 4.1 1 + 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. 4.12 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. trustee, and BNY Trust Company of Canada, as Canadian trustee. Company’s Form 8-K filed November 24, 2021 Exhibit 4.3 4.13 Supplemental Indenture to Indenture governing OTHI’s 4.125% Senior Notes due 2031, dated as of July 1, 2024, among Open Text Inc., Open Text Corporation and the Bank of NY Mellon, as U.S. Trustee, and BNY Trust Company of Canada, as Canadian trustee. Company’s Form 10-K, filed August 1, 2024 Exhibit 4.10 4.1 4 + 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. 147 Table of Contents 4.15 Amended and Restated Shareholder Rights Plan Agreement between Open Text Corporation and Computershare Investor Services, Inc. dated September 15, 2022. Company’s Form 8-K, filed September 15, 2022 Exhibit 4.1 4.16 Form of Common Share Certificate. Company’s Form 10-Q, filed November 3, 2022 Exhibit 4.1 4.17 Indenture governing the Company’s 6.90% senior secured notes due 2027, dated as of December 1, 2022, among the Company, the subsidiary guarantors party thereto, The Bank of New York Mellon, as U.S. trustee and Notes collateral agent, and BNY Trust Company of Canada, as Canadian trustee. Company’s Form 8-K, filed December 1, 2022 Exhibit 4.1 4.18 Supplemental Indenture to Indenture governing the Company’s 6.90% senior secured notes due 2027, dated as of July 1, 2024, among Open Text Inc., Open Text Corporation and the Bank of NY Mellon, as U.S. Trustee, and BNY Trust Company of Canada, as Canadian trustee. Company’s Form 10-K, filed August 1, 2024 Exhibit 4.14 4.1 9 + 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. 4.20 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 10.2* Form of Indemnity Agreement. Company’s Form 10-K filed September 12, 2006 Exhibit 10.26 10.3* Consulting Agreement between Steven Sadler and SJS Advisors Inc. and the Company, dated May 3, 2005. Company’s Form 10-K filed August 26, 2008 Exhibit 10.28 10.4* OpenText Corporation Directors’ Deferred Share Unit Plan, as amended and restated October 30, 2018. Company’s Form 10-Q filed January 31, 2019 Exhibit 10.1 10.5 Amended and Restated Credit Agreement among Open Text Corporation and certain of its subsidiaries, the Lenders, Barclays Bank PLC, Royal Bank of Canada, Barclays Capital and RBC Capital Markets, dated as of November 9, 2011. Company’s Form 8-K filed November 9, 2011 Exhibit 99.1 10.6* OpenText Corporation Long-Term Incentive Plan 2015 for eligible employees, effective October 3, 2012. Company’s Form 10-Q filed November 1, 2012 Exhibit 10.2 10.7* Employment Agreement, dated October 30, 2012 between Mark Barrenechea and the Company. Company’s Form 10-Q filed November 1, 2012 Exhibit 10.3 10.8* Amendment No. 1 to the Employment Agreement between Mark J. Barrenechea and the Company dated January 24, 2013 (amending the Employment Agreement between Mark J. Barrenechea and the Company dated October 30, 2012). Company’s Form 10-Q filed January 25, 2013 Exhibit 10.3 10.9 First Amendment to Amended and Restated Credit Agreement and Amended and Restated Security and Pledge Agreement, dated as of December 16, 2013, between Open Text ULC, as term borrower, Open Text ULC, Open Text Inc. and Open Text Corporation, as revolving credit borrowers, the domestic guarantors party thereto, each of the lenders party thereto, Barclays Bank PLC, as sole administrative agent and collateral agent, and Royal Bank of Canada, as documentary credit lender. Company’s Form 8-K filed December 20, 2013 Exhibit 10.1 10.10 Credit Agreement, dated as of January 16, 2014, among Open Text Corporation, as guarantor, Ocelot Merger Sub, Inc., which on January 16, 2014 merged with and into GXS Group, Inc. which survived such merger, as borrower, the other domestic guarantors party thereto, the lenders named therein, as lenders, Barclays Bank PLC, as sole administrative agent and collateral agent, and with Barclays and RBC Capital Markets, as lead arrangers and joint bookrunners. Company’s Form 8-K filed January 16, 2014 Exhibit 10.1 10.11 Second Amendment to Amended and Restated Credit Agreement, dated as of December 22, 2014, between Open Text ULC, as term borrower, Open Text ULC, Open Text Holdings, Inc. and Open Text Corporation, as revolving credit borrowers, the domestic guarantors party thereto, each of the lenders party thereto, Barclays Bank PLC, as sole administrative agent and collateral agent, and Royal Bank of Canada, as documentary credit lender. Company’s Form 8-K filed December 23, 2014 Exhibit 10.1 10.12* Employment Agreement, dated November 30, 2012, between Muhi Majzoub and the Company. Company’s Form 10-K filed July 31, 2014 Exhibit 10.20 10.13* Amendment No. 2 to the Employment Agreement between Mark J. Barrenechea and the Company dated July 30, 2014 (amending the Employment Agreement between Mark J. Barrenechea and the Company dated October 30, 2012). Company’s Form 10-K filed July 31, 2014 Exhibit 10.23 10.14 Repricing Amendment and Amendment No. 2 dated as of February 22, 2017 to Credit Agreement, by and among Open Text Corporation, as guarantor, Open Text GXS ULC, as borrower, the other guarantors party thereto, each of the lenders party thereto and Barclays Bank PLC, as administrative agent. Company’s Form 8-K filed February 22, 2017 Exhibit 10.1 10.15 Amendment No. 3 to Second Amended and Restated Credit Agreement, dated as of May 5, 2017, among Open Text ULC, Open Text Holdings, Inc. and Open Text Corporation, as borrowers, the guarantors party thereto, each of the lenders party thereto, and Barclays Bank PLC, as sole administrative agent and collateral agent. Company’s Form 10-Q filed May 8, 2017 Exhibit 10.2 148 Table of Contents 10.16* Amendment No. 3 to the Employment Agreement between Mark J. Barrenechea and the Company dated June 1, 2017 (amending the Employment Agreement between Mark J. Barrenechea and the Company dated October 30, 2012). Company’s Form 8-K filed June 6, 2017 Exhibit 10.1 10.17 Amendment No. 4 to Second Amended and Restated Credit Agreement, dated as of September 6, 2017, among Open Text ULC, Open Text Holdings, Inc. and Open Text Corporation, as borrowers, the guarantors party thereto, each of the lenders party thereto, and Barclays Bank PLC, as sole administrative agent and collateral agent. Company’s Form 10-Q filed November 2, 2017 Exhibit 10.1 10.18 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. Company’s Form 8-K filed May 30, 2018 Exhibit 10.1 10.19 Third Amended and Restated Credit Agreement dated as of May 30, 2018, by and among Open Text ULC, Open Text Holdings, Inc. and Open Text Corporation, 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 May 30, 2018 Exhibit 10.2 10.20 Fourth Amended and Restated Credit Agreement dated as of October 31, 2019, by and among Open Text ULC, Open Text Holdings, Inc. and Open Text Corporation, 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 November 5, 2019 Exhibit 10.1 10.21* Amendment No. 4 to the Employment Agreement between Mark J. Barrenechea and the Company dated August 14, 2020 (amending the Employment Agreement between Mark J. Barrenechea and the Company dated October 30, 2012, as amended). Company’s Form 8-K filed August 14, 2020 Exhibit 10.1 10.22* Open Text Corporation 2004 Stock Option Plan, as amended and restated on September 14, 2020. Company’s Registration Statement on Form S-8 filed September 30, 2020 Exhibit 4.1 10.23 Open Text Corporation 2004 Employee Stock Purchase Plan, as amended and restated on September 14, 2020. Company’s Registration Statement on Form S-8 filed September 30, 2020 Exhibit 4.2 10.24 Co-operation Agreement, dated August 25, 2022, by and between the Company, Bidco and Micro Focus International plc. Company’s Form 8-K/A, filed August 29, 2022 Exhibit 10.1 10.25 Term Loan Credit Agreement, dated August 25, 2022, by and between the Company, the guarantors party thereto, Barclays Bank PLC, as administrative agent, and certain financial institution parties thereto. Company’s Form 8-K/A, filed August 29, 2022 Exhibit 10.2 10.26 First Amendment to Credit Agreement, dated December 1, 2022, 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 December 1, 2022 Exhibit 10.1 10.27 Amendment No. 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 10.28 Amendment No. 1 to Fourth Amended and Restated Credit Agreement dated as of June 6, 2023, by and among Open Text ULC, Open Text Holdings, Inc. and Open Text Corporation, 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 10-K, filed August 3, 2023 Exhibit 10.32 10.29 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 Exhibit 10.1 10.30 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 Exhibit 10.1 10.31 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 Exhibit 10.1 10.32 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 Exhibit 10.1 10.33* Employment Agreement, dated January 12, 2024 between Todd Cione and the Company. Company’s Form 10-K, filed August 1, 2024 Exhibit 10.36 10.34* Employment Agreement, dated March 5, 2025, between Chadwick Westlake and the Company. Company’s Form 8-K, filed February 26, 2025 Exhibit 10.1 10.35* Employment A greement , dated O ctober 6, 2025, between Steve Rai and the Compa ny . Company’s Form 8-K, filed October 1, 2025 Exhibit 10.1 10.36* L etter dated August 15, 2025 between James McGourlay and the Company. Company’s Form 10-Q filed November 5, 2025 Exhibit 10.1 10.37* Letter dated August 15, 2025 between Cosmin Balota and the Company. Company’s Form 10-Q filed November 5, 2025 Exhibit 10.2 149 Table of Contents 10.38* Executive Chair Agreement between Open Text Corporation and P. Thomas Jenkins effective August 11, 2025. Company’s Form 10-Q filed November 5, 2025 Exhibit 10.4 10.39 Consulting Agreement between Open Text Corporation and South Sound Advisory, SEZC effective August 11, 2025. Company’s Form 10-Q filed November 5, 2025 Exhibit 10.5 10.40* 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 19.1 Open Text Corporation Insider Trading Policy. Company’s Form 10-K, filed August 1, 2024 Exhibit 19.1 21.1+ List of the Company’s Subsidiaries. 23.1+ Consent of Independent Registered Public Accounting Firm. 31.1+ Certification of the Chief Executive Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2+ Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1+ Certification of the Chief Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2+ Certification of the Chief Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97 Open Text Corporation Clawback Policy . 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. 101.SCH+ Inline XBRL taxonomy extension schema. 101.CAL+ Inline XBRL taxonomy extension calculation linkbase. 101.DEF+ Inline XBRL taxonomy extension definition linkbase. 101.LAB+ Inline XBRL taxonomy extension label linkbase. 101.PRE+ Inline XBRL taxonomy extension presentation. 104+ Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101). 150 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors of Open Text Corporation Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Open Text Corporation (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). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2026 and 2025, and the results of its operations and its cash flows for each of the years in the three-year period ended June 30, 2026, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s 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, and our report dated August 5, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Evaluation of the determination of standalone selling prices of revenue performance obligations for customer contracts with a software license As discussed in Note 2 and Note 3 to the consolidated financial statements, the Company generally sells or licenses its software in combination with customer support. The accounting for customer contracts with a software license requires an allocation of the transaction price to each distinct performance obligation based on the determination of the standalone selling price (SSP). SSP for a performance obligation in a customer contract is an estimate of the price that would be charged for the specific product or service if it was sold separately in similar circumstances and to similar customers. This estimate determines the allocation of the transaction price and affects the amount and timing of revenue recognized for each performance obligation in a customer contract. We identified the evaluation of the determination of the SSP of revenue performance obligations for customer contracts with a software license as a critical audit matter. A higher degree of auditor judgment was required to evaluate the approach and the significant assumptions, including the basis for stratification, used to establish SSP for each performance obligation which could be offered in a customer contract. 151 Table of Contents The following are the primary procedures we performed to address this critical audit matter. 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 observed in the industry. We inspected a selection of contracts from the SSP population and compared attributes such as price to historical information. Assessment of uncertain tax positions As discussed in Note 2, Note 14 and Note 15 to the consolidated financial statements, the Company has recognized uncertain tax positions including associated interest and penalties. The Company’s tax positions are subject to audit by local taxing authorities across multiple global subsidiaries and the resolution of such audits may span multiple years. Tax law is complex and often subject to varied interpretations. Accordingly, the ultimate outcome with respect to taxes the Company may owe may differ from the amounts recognized. We identified the assessment of uncertain tax positions and the ultimate resolution of uncertain tax positions as an area of auditor judgment in evaluating the Company’s interpretation of, and compliance with, tax law globally across multiple jurisdictions. The primary procedures we performed to address this critical audit matter included the following. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s process to assess uncertain tax positions, including controls related to the interpretation of tax law and identification of uncertain tax positions, the evaluation of which of the Company’s tax positions may not be sustained upon audit and the estimation of exposures associated with uncertain tax positions. We involved domestic and international tax professionals with specialized skills and knowledge who assisted in assessing filed tax positions and transfer pricing studies, and evaluating the Company’s interpretation of tax law and its assessment of certain tax uncertainties and expected outcomes, including, if applicable, the measurement thereof, by reading advice obtained from the Company’s external specialists and correspondence with taxation authorities. /s/ KPMG LLP Chartered Professional Accountants, Licensed Public Accountants We have served as the Company’s auditor since 2001. Toronto, Canada August 5, 2026 152 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors of Open Text Corporation Opinion on Internal Control Over Financial Reporting We have audited Open Text Corporation’s 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. 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, 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 The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in this Annual Report on Form 10-K. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ KPMG LLP Chartered Professional Accountants, Licensed Public Accountants Toronto, Canada August 5, 2026 153 Table of Contents OPEN TEXT CORPORATION CONSOLIDATED BALANCE SHEETS (In thousands of U.S. dollars, except share data) June 30, 2026 June 30, 2025 ASSETS Cash and cash equivalents $ 956,024 $ 1,156,496 Accounts receivable trade, net of allowance for credit losses of $ 13,136 as of June 30, 2026 and $ 14,258 as of June 30, 2025 (Note 4) 751,046 659,675 Contract assets (Note 3) 77,447 77,920 Income taxes recoverable (Note 15) 97,715 108,792 Prepaid expenses and other current assets (Note 9) 235,641 198,575 Total current assets 2,117,873 2,201,458 Property and equipment (Note 5) 522,197 375,252 Operating lease right of use assets (Note 6) 134,377 197,977 Long-term contract assets (Note 3) 59,872 49,293 Goodwill (Note 7) 7,327,376 7,517,463 Acquired intangible assets (Note 8) 1,475,018 1,976,591 Deferred tax assets (Note 15) 1,077,003 1,080,575 Other assets (Note 9) 301,328 307,693 Long-term income taxes recoverable (Note 15) 91,460 67,762 Total assets $ 13,106,504 $ 13,774,064 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued liabilities (Note 10) $ 969,079 $ 1,026,583 Current portion of long-term debt (Note 11) 35,850 35,850 Operating lease liabilities (Note 6) 63,612 75,914 Deferred revenues (Note 3) 1,483,234 1,515,382 Income taxes payable (Note 15) 71,550 93,325 Total current liabilities 2,623,325 2,747,054 Long-term liabilities: Accrued liabilities (Note 10) 128,915 42,312 Pension liability, net (Note 12) 100,473 132,215 Long-term debt (Note 11) 5,734,519 6,342,071 Long-term operating lease liabilities (Note 6) 138,425 189,949 Long-term deferred revenues (Note 3) 159,912 168,757 Long-term income taxes payable (Note 15) 65,255 79,604 Deferred tax liabilities (Note 15) 139,614 141,514 Total long-term liabilities 6,467,113 7,096,422 Shareholders’ equity: Share capital and additional paid-in capital (Note 13) 242,126,460 and 254,784,391 Common Shares issued and outstanding at June 30, 2026 and June 30, 2025, respectively; authorized Common Shares: unlimited 2,160,481 2,193,985 Accumulated other comprehensive income (loss) (Note 21) ( 38,567 ) ( 67,067 ) Retained earnings 2,016,086 1,940,113 Treasury stock, at cost ( 4,751,257 and 4,648,036 shares at June 30, 2026 and June 30, 2025, respectively) ( 123,896 ) ( 138,164 ) Total OpenText shareholders’ equity 4,014,104 3,928,867 Non-controlling interests 1,962 1,721 Total shareholders’ equity 4,016,066 3,930,588 Total liabilities and shareholders’ equity $ 13,106,504 $ 13,774,064 Guarantees and contingencies (Note 14) Related party transactions (Note 25) Subsequent events (Note 26) See accompanying Notes to Consolidated Financial Statements. 154 Table of Contents OPEN TEXT CORPORATION CONSOLIDATED STATEMENTS OF INCOME (In thousands of U.S. dollars and shares, except per share data) Year Ended June 30, 2026 2025 2024 Revenues (Note 3): Cloud services and subscriptions $ 1,958,554 $ 1,856,474 $ 1,820,524 Customer support 2,287,449 2,334,037 2,713,297 License 678,465 625,614 834,162 Professional service and other 321,933 352,280 401,594 Total revenues 5,246,401 5,168,405 5,769,577 Cost of revenues: Cloud services and subscriptions 700,617 697,929 713,759 Customer support 231,670 250,310 292,733 License 25,132 31,939 25,608 Professional service and other 245,912 265,160 302,527 Amortization of acquired technology-based intangible assets (Note 8) 174,609 188,780 243,922 Total cost of revenues 1,377,940 1,434,118 1,578,549 Gross profit 3,868,461 3,734,287 4,191,028 Operating expenses: Research and development 647,707 755,936 864,463 Sales and marketing 1,136,030 1,059,497 1,163,134 General and administrative 436,566 427,811 577,038 Depreciation 143,938 130,573 131,599 Amortization of acquired customer-based intangible assets (Note 8) 288,603 321,891 432,404 Special charges (recoveries) (Note 18) 133,020 145,890 135,305 Total operating expenses 2,785,864 2,841,598 3,303,943 Income from operations 1,082,597 892,689 887,085 Other income (expense), net (Note 23) 85,875 ( 82,787 ) 358,391 Interest and other related expense, net ( 309,595 ) ( 327,831 ) ( 516,180 ) Income before income taxes 858,877 482,071 729,296 Provision for income taxes (Note 15) 215,614 46,005 264,012 Net income $ 643,263 $ 436,066 $ 465,284 Net (income) attributable to non-controlling interests ( 241 ) ( 198 ) ( 194 ) Net income attributable to OpenText $ 643,022 $ 435,868 $ 465,090 Earnings per share—basic attributable to OpenText (Note 24) $ 2.58 $ 1.66 $ 1.71 Earnings per share—diluted attributable to OpenText (Note 24) $ 2.58 $ 1.65 $ 1.71 Weighted average number of Common Shares outstanding—basic 249,026 263,274 271,548 Weighted average number of Common Shares outstanding—diluted 249,373 263,650 272,588 See accompanying Notes to Consolidated Financial Statements. 155 Table of Contents OPEN TEXT CORPORATION CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands of U.S. dollars) Year Ended June 30, 2026 2025 2024 Net income $ 643,263 $ 436,066 $ 465,284 Other comprehensive income (loss)—net of tax: Net foreign currency translation adjustments 10,786 ( 3,548 ) ( 15,646 ) Unrealized gain (loss) on cash flow hedges: Unrealized gain (loss)—net of tax (1) ( 3,705 ) ( 403 ) ( 2,697 ) (Gain) loss reclassified into net income—net of tax (2) 100 2,531 965 Unrealized gain (loss) on available-for-sale financial assets: Unrealized gain (loss)—net of tax (3) 1,007 1,131 228 Actuarial gain (loss) relating to defined benefit pension plans: Actuarial gain (loss)—net of tax (4) 19,924 1,876 640 Amortization of actuarial (gain) loss into net income—net of tax (5) 388 965 450 Total other comprehensive income (loss), net 28,500 2,552 ( 16,060 ) Total comprehensive income 671,763 438,618 449,224 Comprehensive income attributable to non - controlling interests ( 241 ) ( 198 ) ( 194 ) Total comprehensive income attributable to OpenText $ 671,522 $ 438,420 $ 449,030 ______________________ (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. 156 Table of Contents OPEN TEXT CORPORATION CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (In thousands of U.S. dollars and shares) Common Shares and Additional Paid in Capital Treasury Stock Retained Earnings Accumulated Other Comprehensive Income Non-Controlling Interests Total Shares Amount Shares Amount Balance as of June 30, 2023 270,903 $ 2,176,947 ( 3,536 ) $ ( 151,597 ) $ 2,048,984 $ ( 53,559 ) $ 1,329 $ 4,022,104 Issuance of Common Shares Under employee stock option plans 945 31,358 — — — — — 31,358 Under employee stock purchase plans 1,027 34,120 — — — — — 34,120 Share-based compensation — 139,779 — — — — — 139,779 Purchase of treasury stock — — ( 1,400 ) ( 53,085 ) — — — ( 53,085 ) Issuance of treasury stock — ( 76,178 ) 1,800 81,414 ( 5,236 ) — — — Repurchase of Common Shares ( 5,074 ) ( 34,140 ) — — ( 118,193 ) — — ( 152,333 ) Dividends declared ($ 1.00 per Common Share) — — — — ( 271,486 ) — — ( 271,486 ) Other comprehensive income (loss) - net — — — — — ( 16,060 ) — ( 16,060 ) Net income — — — — 465,090 — 194 465,284 Balance as of June 30, 2024 267,801 $ 2,271,886 ( 3,136 ) $ ( 123,268 ) $ 2,119,159 $ ( 69,619 ) $ 1,523 $ 4,199,681 Issuance of Common Shares Under employee stock option plans 139 3,729 — — — — — 3,729 Under employee stock purchase plans 1,369 33,915 — — — — — 33,915 Share-based compensation — 104,721 — — — — — 104,721 Purchase of treasury stock — — ( 4,619 ) ( 133,077 ) — — — ( 133,077 ) Issuance of treasury stock — ( 115,556 ) 3,107 118,181 ( 1,127 ) — — 1,498 Repurchase of Common Shares ( 14,525 ) ( 104,710 ) — — ( 337,880 ) — — ( 442,590 ) Dividends declared ($ 1.05 per Common Share) — — — — ( 275,907 ) — — ( 275,907 ) Other comprehensive income (loss) - net — — — — — 2,552 — 2,552 Net income — — — — 435,868 — 198 436,066 Balance as of June 30, 2025 254,784 $ 2,193,985 ( 4,648 ) $ ( 138,164 ) $ 1,940,113 $ ( 67,067 ) $ 1,721 $ 3,930,588 Issuance of Common Shares Under employee stock option plans 882 27,311 — — — — — 27,311 Under employee stock purchase plans 1,221 29,938 — — — — — 29,938 Share-based compensation — 80,659 — — — — — 80,659 Purchase of treasury stock — — ( 2,400 ) ( 56,224 ) — — — ( 56,224 ) Issuance of treasury stock — ( 64,977 ) 2,297 70,492 — — — 5,515 Repurchase of Common Shares ( 14,761 ) ( 106,435 ) — — ( 294,653 ) — — ( 401,088 ) Dividends declared ($ 1.10 per Common Share) — — — — ( 272,396 ) — — ( 272,396 ) Other comprehensive income (loss) - net — — — — — 28,500 — 28,500 Net income — — — — 643,022 — 241 643,263 Balance as of June 30, 2026 242,126 $ 2,160,481 ( 4,751 ) $ ( 123,896 ) $ 2,016,086 $ ( 38,567 ) $ 1,962 $ 4,016,066 See accompanying Notes to Consolidated Financial Statements. 157 Table of Contents OPEN TEXT CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands of U.S. dollars) Year Ended June 30, 2026 2025 2024 Cash flows from operating activities: Net income $ 643,263 $ 436,066 $ 465,284 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization of intangible assets 607,150 641,244 807,925 Share-based compensation expense 80,636 104,840 140,079 Pension expense 15,381 14,593 13,881 Amortization of debt discount and issuance costs 22,522 21,977 25,257 Write-off of right of use assets 12,085 8,805 20,056 Loss on extinguishment of debt 18,787 — 56,393 (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 Deferred taxes ( 26,202 ) ( 138,616 ) ( 142,271 ) Share in net (income) loss of equity investees 4,049 ( 230 ) 18,194 Changes in derivative instruments ( 27,369 ) 44,286 ( 3,116 ) Changes in operating assets and liabilities: Accounts receivable 14,449 80,097 108,562 Contract assets ( 147,700 ) ( 135,911 ) ( 95,403 ) Prepaid expenses and other current assets ( 39,979 ) 42,486 ( 28,395 ) Income taxes ( 39,427 ) ( 246,681 ) 112,097 Accounts payable and accrued liabilities ( 39,696 ) ( 23,012 ) ( 65,887 ) Deferred revenue ( 7,860 ) 3,565 ( 42,974 ) Other assets ( 56 ) ( 15,264 ) 24,849 Operating lease assets and liabilities, net ( 13,626 ) ( 14,980 ) ( 21,448 ) Net cash provided by operating activities 1,006,817 830,618 967,691 Cash flows from investing activities: Additions of property and equipment ( 199,300 ) ( 143,222 ) ( 159,295 ) Purchase of Micro Focus, net of cash acquired — — ( 9,272 ) Proceeds (adjustments to proceeds) from divestitures 311,913 ( 11,686 ) 2,229,187 Settlement of derivative instruments — ( 10,380 ) — Proceeds from interest on derivative instruments 5 5,166 4,456 Other investing activities 4,559 6,614 ( 9,759 ) Net cash provided by (used in) investing activities 117,177 ( 153,508 ) 2,055,317 Cash flows from financing activities: Proceeds from issuance of Common Shares from exercise of stock options and ESPP 56,419 35,372 66,914 Repayment of long-term debt and Revolver ( 648,852 ) ( 35,851 ) ( 2,568,352 ) Debt issuance costs — ( 1,066 ) ( 3,833 ) Net change in transition services agreement obligation 14,271 ( 15,278 ) 15,278 Repurchase of Common Shares ( 416,411 ) ( 413,256 ) ( 150,017 ) Purchase of treasury stock ( 52,901 ) ( 130,649 ) ( 53,085 ) Payments of dividends to shareholders ( 268,357 ) ( 271,523 ) ( 267,362 ) Other financing activities ( 3,309 ) ( 2,428 ) ( 1,447 ) Net cash used in financing activities ( 1,319,140 ) ( 834,679 ) ( 2,961,904 ) Foreign exchange gain (loss) on cash held in foreign currencies ( 5,706 ) 32,882 ( 12,263 ) Increase (decrease) in cash, cash equivalents and restricted cash during the year ( 200,852 ) ( 124,687 ) 48,841 Cash, cash equivalents and restricted cash at beginning of the year 1,158,106 1,282,793 1,233,952 Cash, cash equivalents and restricted cash at end of the year $ 957,254 $ 1,158,106 $ 1,282,793 158 Table of Contents OPEN TEXT CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands of U.S. dollars) Reconciliation of cash, cash equivalents and restricted cash: June 30, 2026 June 30, 2025 June 30, 2024 Cash and cash equivalents $ 956,024 $ 1,156,496 $ 1,280,662 Restricted cash (1) 1,230 1,610 2,131 Total cash, cash equivalents and restricted cash $ 957,254 $ 1,158,106 $ 1,282,793 ______________________ (1) Restricted cash is classified under the Prepaid expenses and other current assets and Other assets line items on the Consolidated Balance Sheets (Note 9). Supplemental cash flow disclosures (Note 6 and Note 22) See accompanying Notes to Consolidated Financial Statements. 159 Table of Contents OPEN TEXT CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Year Ended June 30, 2026 (Tabular amounts in thousands of U.S. dollars, except share and per share data) 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., which as of June 30, 2026, was 70 % owned by OpenText. All intercompany balances and transactions have been eliminated. The Company's fiscal year begins on July 1 and ends on June 30. Unless otherwise noted, any reference to a year preceded by the word “Fiscal” refers to the fiscal year ended June 30 of that year. For example, references to “Fiscal 2026” refer to the fiscal year ended June 30, 2026. These Consolidated Financial Statements are expressed in U.S. dollars and are prepared in accordance with United States generally accepted accounting principles (U.S. GAAP). 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 The preparation of financial statements in conformity with U.S. GAAP requires us to make certain estimates, judgments and assumptions that affect the amounts reported in the Consolidated Financial Statements. These estimates, judgments and assumptions are evaluated on an ongoing basis. We base our estimates on historical experience and on various other assumptions that we believe are reasonable at that time, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from those estimates. 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, (xii) the valuation of derivative instruments and (xiii) the accounting for disposals of assets and liabilities. NOTE 2— ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS Accounting Policies Cash and cash equivalents Cash and cash equivalents include balances with banks as well as deposits that have original terms to maturity of three months or less. Cash equivalents are recorded at cost and typically consist of term deposits, commercial paper, certificates of deposit and short-term interest-bearing investment-grade securities of major banks in the countries in which we operate. Accounts Receivable and Allowance for Credit Losses In accordance with ASC Topic 326, “Financial Instruments - Credit Losses” (Topic 326), we recognize expected credit losses for accounts receivable and contract assets based on lifetime expected losses. We recognize a loss allowance using a collective assessment for accounts receivable, including contract assets, with similar risk characteristics based on historical credit loss experience, adjusted for forward-looking factors specific to the debtors and economic environment. We continue to maintain an allowance for 100% of all accounts deemed to be uncollectible. 160 Table of Contents Customer creditworthiness is evaluated prior to order fulfillment and based on evaluations, we adjust our credit limit to the respective customer. In addition to these evaluations, we conduct on-going credit evaluations of our customers’ payment history and current credit worthiness. To date, the actual losses have been within our expectations. No single customer accounted for more than 10% of the accounts receivable balance as of June 30, 2026 and 2025, respectively. From time to time, we may sell certain accounts receivable to a financial institution on a non-recourse basis for cash, less a discount. Proceeds from the sale of receivables approximate their discounted book value and are included in operating cash flows on the Consolidated Statements of Cash Flows. Property and equipment Property and equipment are stated at the lower of cost or net realizable value and shown net of depreciation which is computed on a straight-line basis over the estimated useful lives of the related assets. Gains and losses on asset disposals are taken into income in the year of disposition. Fully depreciated property and equipment are retired from the Consolidated Balance Sheets when they are no longer in use. See the “Impairment of long-lived assets” section below for policy on property and equipment impairments. The following represents the estimated useful lives of property and equipment as of June 30, 2026: Furniture, equipment and other 5 to 15 years Computer hardware 3 to 5 years Computer software 3 to 7 years Capitalized software development costs 3 to 5 years Leasehold improvements Lesser of the lease term or 5 years Building 40 years Capitalized Software We capitalize software development costs in accordance with ASC Topic 350-40, “Internal-Use Software.” We capitalize costs for software to be used internally when we enter the application development stage. This occurs when we complete the preliminary project stage, management authorizes and commits to funding the project, and it is feasible that the project will be completed, and the software will perform the intended function. We cease to capitalize costs related to a software project when it enters the post-implementation and operation stage. If different determinations are made with respect to the state of development of a software project, then the amount capitalized and the amount charged to expense for that project could differ materially. Costs capitalized during the application development stage consist of payroll and related costs for employees who are directly associated with, and who devote time directly to, a project to develop software for internal use. We also capitalize the direct costs of materials and services, which generally includes outside contractors, and interest. We do not capitalize any general and administrative or overhead costs or costs incurred during the application development stage related to training or data conversion costs. Costs related to upgrades and enhancements to internal-use software, if those upgrades and enhancements result in additional functionality, are capitalized. If upgrades and enhancements do not result in additional functionality, those costs are expensed as incurred. 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. We amortize capitalized costs with respect to development projects for internal-use software when the software is ready for use. The capitalized software development costs are generally amortized using the straight-line method over a 3 to 5 year period. In determining and reassessing the estimated useful life over which the cost incurred for the software should be amortized, we consider the effects of obsolescence, technology, competition and other economic factors. If different determinations are made with respect to the estimated useful life of the software, the amount of amortization charged in a particular period could differ materially. As of June 30, 2026 and 2025, our capitalized software development costs were $ 364.1 million and $ 283.4 million, respectively. Our additions relating to capitalized software development costs incurred during Fiscal 2026 and Fiscal 2025 were $ 81.9 million and $ 32.3 million, respectively. 161 Table of Contents Leases 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. 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. We determine the initial classification and measurement of our right of use (ROU) assets and lease liabilities at the lease commencement date and thereafter if modified. ROU assets represent our right to control the underlying assets under lease, and the lease liability is our obligation to make the lease payments related to the underlying assets under lease, over the contractual term. ROU assets and lease liabilities are recognized on the Consolidated Balance Sheets based on the present value of future minimum lease payments to be made over the lease term. When available, we will use the rate implicit in the lease to discount lease payments to present value. However, real estate leases generally do not provide a readily determinable implicit rate, therefore, we must estimate our incremental borrowing rate to discount the lease payments. We estimate our incremental borrowing rate based on a collateralized basis with similar terms and payments, in an economic environment where the leased asset is located. The ROU asset equals the lease liability, adjusted for any initial direct costs, prepaid rent and lease incentives on initial recognition. Fixed lease costs are included in the recognition of ROU assets and lease liabilities. Variable lease costs are not included in the measurement of the lease liability. These variable lease payments are recognized in the Consolidated Statements of Income in the period in which the obligation for those payments is incurred. Lease expense for minimum lease payments continues to be recognized in the Consolidated Statements of Income on a straight-line basis over the lease term. We have not elected the practical expedient to combine lease and non-lease components in the determination of lease costs for our facility leases. For all other asset classes, we have elected the practical expedient to combine the lease and the non-lease components. The lease liability includes lease payments related to options to extend or renew the lease term only if we are reasonably certain we will exercise those options. Our leases typically do not contain any material residual value guarantees or restrictive covenants. In certain circumstances, we sublease all or a portion of a leased facility to various other companies through a sublease agreement. Business combinations We apply the provisions of ASC Topic 805, “Business Combinations” (Topic 805), in the accounting for our acquisitions. It requires us to recognize separately from goodwill the assets acquired and the liabilities assumed at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While we use our best estimates and assumptions to accurately value assets acquired and liabilities, including contingent consideration where applicable, assumed at the acquisition date, our estimates are inherently uncertain and subject to refinement, particularly since these assumptions and estimates are based in part on historical experience and information obtained from the management of the acquired companies. As a result, during the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill in the period identified. 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 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. 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. 162 Table of Contents If we determine that a pre-acquisition contingency (non-income tax related) is probable in nature and estimable as of the acquisition date, we record our best estimate for such a contingency as a part of the preliminary purchase price allocation. We often continue to gather information and evaluate our pre-acquisition contingencies throughout the measurement period and if we make changes to the amounts recorded or if we identify additional pre-acquisition contingencies during the measurement period, such amounts will be included in the purchase price allocation during the measurement period and, subsequently, in our results of operations. Uncertain tax positions and tax-related valuation allowances assumed in connection with a business combination are initially estimated as of the acquisition date. We review these items during the measurement period as we continue to actively seek and collect information relating to facts and circumstances that existed at the acquisition date. Changes to these uncertain tax positions and tax related valuation allowances made subsequent to the measurement period, or if they relate to facts and circumstances that did not exist at the acquisition date, are recorded in the Provision for income taxes line of our Consolidated Statements of Income. Goodwill Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. The carrying amount of goodwill is periodically reviewed for impairment (at a minimum annually) and whenever events or changes in circumstances indicate that the carrying value of this asset may not be recoverable. 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 data management software and solutions. Therefore, our goodwill impairment assessment is based on the allocation of goodwill to a single reporting unit. We perform a qualitative assessment to test our reporting unit’s goodwill for impairment. Based on our qualitative assessment, if we determine that the fair value of our reporting unit is more likely than not (i.e., a likelihood of more than 50 percent) to be less than its carrying amount, the quantitative assessment of the impairment test is performed. In the quantitative assessment, we compare the fair value of our reporting unit to its carrying value. If the fair value of the reporting unit exceeds its carrying value, goodwill is not considered impaired and we are not required to perform further testing. If the carrying value of the net assets of our reporting unit exceeds its fair value, then an impairment loss equal to the difference, but not exceeding the total carrying value of goodwill allocated to the reporting unit, would be recorded. Our annual impairment analysis of goodwill was performed as of April 1, 2026. Our qualitative assessment indicated that there were no indications of impairment and therefore there was no impairment of goodwill required to be recorded for Fiscal 2026 ( no impairments were recorded for Fiscal 2025 and Fiscal 2024, respectively). Acquired intangibles Acquired intangibles consist of acquired technology and customer relationships associated with various acquisitions. Acquired technology is initially recorded at fair value based on the present value of the estimated net future income-producing capabilities of software products acquired in acquisitions. We amortize acquired technology on a straight-line basis over its estimated useful life. Customer relationships represent relationships that we have with customers of the acquired companies and are either based upon contractual or legal rights or are considered separable; that is, capable of being separated from the acquired entity and being sold, transferred, licensed, rented or exchanged. These customer relationships are initially recorded at their fair value based on the present value of expected future cash flows. We amortize customer relationships on a straight-line basis over their estimated useful lives. We continually evaluate the remaining estimated useful life of our intangible assets being amortized to determine whether events and circumstances warrant a revision to the remaining period of amortization. Impairment of long-lived assets We account for the impairment and disposition of long-lived assets in accordance with ASC Topic 360, “Property, Plant, and Equipment” (Topic 360). We test long-lived assets or asset groups, such as property and equipment, ROU assets and definite lived intangible assets, for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: 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 forecast of continuing losses associated 163 Table of Contents 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. Recoverability is assessed based on comparing the carrying amount of the asset to the aggregate pre-tax undiscounted cash flows expected to result from the use and eventual disposal of the asset or asset group. Impairment is recognized when the carrying amount is not recoverable and exceeds the fair value of the asset or asset group. The impairment loss, if any, is measured as the amount by which the carrying amount exceeds fair value, which for this purpose is based upon the discounted projected future cash flows of the asset or asset group. We have no t recorded any significant impairment charges for long-lived assets during Fiscal 2026, Fiscal 2025 and Fiscal 2024, respectively. Derivative financial instruments We use derivative financial instruments to manage foreign currency rate risk. We account for these instruments in accordance with ASC Topic 815, “Derivatives and Hedging” (Topic 815), which requires that every derivative instrument be recorded on the balance sheet as either an asset or liability measured at its fair value as of the reporting date. Topic 815 also requires that changes in our derivative financial instruments’ fair values be recognized in earnings; unless specific hedge accounting and documentation criteria are met (i.e., the instruments are accounted for as hedges). 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. In accordance with Topic 815, we recorded the effective portion of the gain or loss on derivative financial instruments that were designated as a net investment hedge within our currency translation adjustment component of Accumulated other comprehensive income (loss), in our accompanying Consolidated Balance Sheets. Any ineffective or excluded portion of our net investment hedge, if applicable, is recognized in Interest and other related expense, net of our Consolidated Statements of Income. See Note 17 “Derivative Instruments and Hedging Activities” for more details. Asset retirement obligations We account for asset retirement obligations in accordance with ASC Topic 410, “Asset Retirement and Environmental Obligations” (Topic 410), which applies to certain obligations associated with “leasehold improvements” within our leased office facilities. Topic 410 requires that a liability be initially recognized for the estimated fair value of the obligation when it is incurred. The associated asset retirement cost is capitalized as part of the carrying amount of the long-lived asset and depreciated over the remaining life of the underlying asset and the associated liability is accreted to the estimated fair value of the obligation at the settlement date through periodic accretion charges which are generally recorded within General and administrative expense in our Consolidated Statements of Income. When the obligation is settled, any difference between the final cost and the recorded amount is recognized as income or loss on settlement in our Consolidated Statements of Income. Revenue recognition In accordance with ASC Topic 606, we account for a customer contract when we obtain written approval, the contract is committed, the rights of the parties, including the payment terms, are identified, the contract has commercial substance and consideration is probable of collection. Revenue is recognized when, or as, control of a promised product or service is transferred to our customers in an amount that reflects the consideration we expect to be entitled to in exchange for our products and services (at its transaction price). Estimates of variable consideration and the determination of whether to include estimated amounts in the transaction price are based on readily available information, which may include historical, current and forecasted information, taking into consideration the type of customer, the type of transaction and specific facts and circumstances of each arrangement. We report revenue net of any revenue-based taxes assessed by governmental authorities that are imposed on and concurrent with specific revenue producing transactions. We have four revenue streams: cloud services and subscriptions, customer support, license, and professional service and other. 164 Table of Contents Cloud services and subscriptions revenue Cloud services and subscriptions revenue are from hosting arrangements where in connection with the licensing of software, the end user does not take possession of the software, as well as from end-to-end fully outsourced B2B integration solutions to our customers (collectively referred to as cloud arrangements). The software application resides on our hardware or that of a third-party, and the customer accesses and uses the software on an as-needed basis. Our cloud arrangements can be broadly categorized as PaaS, SaaS, cloud subscriptions and managed services. PaaS/ SaaS/ Cloud Subscriptions (collectively referred to here as cloud-based solutions): We offer cloud-based solutions that provide customers the right to access our software through the internet. Our cloud-based solutions represent a series of distinct services that are substantially the same and have the same pattern of transfer to the customer. These services are made available to the customer continuously throughout the contractual period. However, the extent to which the customer uses the services may vary at the customer’s discretion. The payment for cloud-based solutions may be received either at inception of the arrangement, or over the term of the arrangement. These cloud-based solutions are considered to have a single performance obligation where the customer simultaneously receives and consumes the benefit, and as such we recognize revenue for these cloud-based solutions ratably over the term of the contractual agreement. For example, revenue related to cloud-based solutions that are provided on a usage basis, such as the number of users, is recognized based on a customer’s utilization of the services in a given period. Additionally, a software license is present in a cloud-based solutions arrangement if all of the following criteria are met: (i) The customer has the contractual right to take possession of the software at any time without significant penalty; and (ii) It is feasible for the customer to host the software independent of us. In these cases where a software license is present in a cloud-based solutions arrangement it is assessed to determine if it is distinct from the cloud-based solutions arrangement. The revenue allocated to the distinct software license would be recognized at the point in time the software license is transferred to the customer, whereas the revenue allocated to the hosting performance obligation would be recognized ratably on a monthly basis over the contractual term unless evidence suggests that revenue is earned, or obligations are fulfilled in a different pattern over the contractual term of the arrangement. Managed services: We provide comprehensive B2B process outsourcing services for all day-to-day operations of a customers’ B2B integration program. Customers using these managed services are not permitted to take possession of our software and the contract is for a defined period, where customers pay a monthly or quarterly fee. Our performance obligation is satisfied as we provide services of operating and managing a customer’s electronic data interchange (EDI) environment. Revenue relating to these services is recognized using an output method based on the expected level of service we will provide over the term of the contract. As part of cloud services and subscriptions revenues, in connection with cloud subscription and managed service contracts, we often agree to perform a variety of services before the customer goes live, such as, converting and migrating customer data, building interfaces and providing training. These services are considered an outsourced suite of professional services which can involve certain project-based activities. These services can be provided at the initiation of a contract, during the implementation or on an ongoing basis as part of the customer life cycle. These services can be charged separately on a fixed fee or time and materials basis, or the costs associated may be recovered as part of the ongoing cloud subscription or managed services fee. These outsourced professional services are considered to be distinct from the ongoing hosting services and represent a separate performance obligation within our cloud subscription or managed services arrangements. The obligation to provide outsourced professional services is satisfied over time, with the customer simultaneously receiving and consuming the benefits as we satisfy our performance obligations. For outsourced professional services, we recognize revenue by measuring progress toward the satisfaction of our performance obligation. Progress for services that are contracted for a fixed price is generally measured based on hours incurred as a portion of total estimated hours. As a practical expedient, when we invoice a customer at an amount that corresponds directly with the value to the customer of our performance to date, we recognize revenue at that amount. 165 Table of Contents Customer support revenue 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. Customer support consists primarily of technical support and the provision of unspecified updates and upgrades on a when-and-if-available basis. Customer support for perpetual licenses is renewable, generally on an annual basis, at the option of the customer. Customer support for term and subscription licenses is renewable concurrently with such licenses for the same duration of time. Payments for customer support are generally made at the inception of the contract term or in installments over the term of the maintenance period. Our customer support team is ready to provide these maintenance services, as needed, to the customer during the contract term. As the elements of customer support are delivered concurrently and have the same pattern of transfer, customer support is accounted for as a single performance obligation. 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 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, which are primarily deployed on the customer’s premises. Perpetual licenses: We sell perpetual licenses which provide customers the right to use software for an indefinite period of time in exchange for a one-time license fee, which is generally paid at contract inception. Our perpetual licenses provide a right to use IP that is functional in nature and have significant stand-alone functionality. Accordingly, for perpetual licenses of functional IP, revenue is recognized at the point-in-time when control has been transferred to the customer, which normally occurs once software activation keys have been made available for download. Term licenses and Subscription licenses: We sell both term and subscription licenses which provide customers the right to use software for a specified period in exchange for a fee, which may be paid at contract inception or paid in installments over the period of the contract. Like perpetual licenses, both our term licenses and subscription licenses are functional IP that have significant stand-alone functionality. Accordingly, for both term and subscription licenses, revenue is recognized at the point-in-time when the customer is able to use and benefit from the software, which is normally once software activation keys have been made available for download at the commencement of the term. Professional service and other revenue Our professional services, when offered along with software licenses, consist primarily of technical services and training services. Technical services may include installation, customization, implementation or consulting services. Training services may include access to online modules or delivering a training package customized to the customer’s needs. At the customer’s discretion, we may offer one, all, or a mix of these services. Payment for professional services is generally a fixed fee or is a fee based on time and materials. Professional services can be arranged in the same contract as the software license or in a separate contract. As our professional services do not significantly change the functionality of the license and our customers can benefit from our professional services on their own or together with other readily available resources, we consider professional services as distinct within the context of the contract. Professional service revenue is recognized over time as long as: (i) the customer simultaneously receives and consumes the benefits as we perform them, (ii) our performance creates or enhances an asset the customer controls as we perform, and (iii) our performance does not create an asset with alternative use and we have enforceable right to payment. If all the above criteria are met, we use an input-based measure of progress for recognizing professional service revenue. For example, we may consider total labour hours incurred compared to total expected labour hours. As a practical expedient, when we invoice a customer at an amount that corresponds directly with the value to the customer of our performance to date, we will recognize revenue at that amount. 166 Table of Contents Material rights To the extent that we grant our customer an option to acquire additional products or services in one of our arrangements, we will account for the option as a distinct performance obligation in the contract only if the option provides a material right to the customer that the customer would not receive without entering into the contract. For example, if we give the customer an option to acquire additional goods or services in the future at a price that is significantly lower than the current price, this would be a material right as it allows the customer to, in effect, pay in advance for the option to purchase future products or services. If a material right exists in one of our contracts, then revenue allocated to the option is deferred and we would recognize revenue only when those future products or services are transferred or when the option expires. Based on history, our contracts do not typically contain material rights and when they do, the material right is not significant to our Consolidated Financial Statements. Arrangements with multiple performance obligations Our contracts generally contain more than one of the products and services listed above. Determining whether goods and services are considered distinct performance obligations that should be accounted for separately or as a single performance obligation may require judgment, specifically when assessing whether both of the following two criteria are met: • 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; and • our promise to transfer the product or service to the customer is separately identifiable from other promises in the contract. If these criteria are not met, we determine an appropriate measure of progress based on the nature of our overall promise for the single performance obligation. If these criteria are met, each product or service is separately accounted for as a distinct performance obligation and the total transaction price is allocated to each performance obligation on a relative SSP basis. Standalone selling price 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. We typically establish a narrow SSP range for our products and services and assess this range on a periodic basis or when material changes in facts and circumstances warrant a review. If the SSP is not directly observable, then we estimate the amount using either the expected cost plus a margin or residual approach. Estimating SSP requires judgment that could impact the amount and timing of revenue recognized. SSP is a formal process whereby management considers multiple factors including, but not limited to, geographic or regional specific factors, competitive positioning, internal costs, profit objectives, and pricing practices. Transaction Price Allocation In bundled arrangements, where we have more than one distinct performance obligation, we must allocate the transaction price to each performance obligation based on its relative SSP. However, in certain bundled arrangements, the SSP may not always be directly observable. For instance, in bundled arrangements with license and customer support, we allocate the transaction price between the license and customer support performance obligations using the residual approach because we have determined that the SSP for licenses in these arrangements are highly variable. We use the residual approach only for our license arrangements. When the SSP is observable but contractual pricing does not fall within our established SSP range, then an adjustment is required, and we will allocate the transaction price between license and customer support based on the relative SSP established for the respective performance obligations. When two or more contracts are entered into at or near the same time with the same customer, we evaluate the facts and circumstances associated with the negotiation of those contracts. Where the contracts are negotiated as a package, we will account for them as a single arrangement and allocate the consideration for the combined contracts among the performance obligations accordingly. 167 Table of Contents 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 We do not generally offer rights of return or any other incentives such as concessions, product rotation, or price protection and, therefore, do not provide for or make estimates of rights of return and similar incentives. 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 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. Additionally, in some contracts, however, discounts may be offered to the customer for future software purchases and other additional products or services. Such arrangements grant the customer an option to acquire additional goods or services in the future at a discount and therefore are evaluated under guidance related to “material rights” as discussed above. Other policies Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 30 to 60 days of the invoice date. 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 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. Our managed services contracts may not include an upfront charge for outsourced professional services performed as part of an implementation and are recovered through an ongoing fee. Therefore, these contracts may be expected to have a financing component associated with revenue being recognized in advance of billings. We may modify contracts to offer customers additional products or services. The additional products and services will be considered distinct from those products or services transferred to the customer before the modification and will be accounted for as a separate contract. We evaluate whether the price for the additional products and services reflects the SSP adjusted as appropriate for facts and circumstances applicable to that contract. In determining whether an adjustment is appropriate, we evaluate whether the incremental consideration is consistent with the prices previously paid by the customer or similar customers. Certain of our subscription services and product support arrangements generally contain performance response time guarantees. For subscription services arrangements, we estimate variable consideration using a portfolio approach because performance penalties are tied to standard response time requirements. For product support arrangements, we estimate variable consideration on a contract basis because such arrangements are customer specific. For both subscription services and product support arrangements, we use an expected value approach to estimate variable consideration based on historical business practices and current and future performance expectations to determine the likelihood of incurring penalties. 168 Table of Contents Performance Obligations A summary of our typical performance obligations and when the obligations are satisfied are as follows: Performance Obligation When Performance Obligation is Typically Satisfied Cloud services and subscriptions revenue: Outsourced Professional Services Managed Services / Ongoing Hosting / SaaS As the services are provided (over time) Over the contract term, beginning on the date that service is made available (i.e., “Go live”) to the customer (over time) Customer support revenue: When and if available updates and upgrades and technical support Ratable over the course of the service term (over time) License revenue: Software licenses (Perpetual, Term, Subscription) When software activation keys have been made available for download (point in time) Professional service and other revenue: Professional services As the services are provided (over time) Incremental Costs of Obtaining a Contract with a Customer Incremental costs of obtaining a contract include only those costs that we incur to obtain a contract that we would not have incurred if the contract had not been obtained, such as sales commissions. We have determined that certain of our commission programs meet the requirements to be capitalized. Some commission programs are not subject to capitalization as the commission expense is paid and recognized as the related revenue is recognized. In assessing costs to obtain a contract, we apply a practical expedient that allows us to assess our incremental costs on a portfolio of contracts with similar characteristics instead of assessing the incremental costs on each individual contract. We do not expect the financial statement effects of applying this practical expedient to the portfolio of contracts to be materially different than if we were to apply the standard to each individual contract. We pay commissions on the sale of new customer contracts as well as for renewals of existing contracts to the extent the renewals generate incremental revenue. Commissions paid on renewal contracts are limited to the incremental new revenue and therefore these payments are not commensurate with the commission paid on the original sale. We allocate commission costs to the performance obligations in an arrangement consistent with the allocation of the transaction price. Commissions allocated to the license performance obligation are expensed at the time the license revenue is recognized. 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 benefit from the commission payment. As commissions paid on renewals are not commensurate with the original sale, the period of benefit considers anticipated renewals. The benefit period is estimated to be approximately six years , which is based on our customer contracts and the estimated life of our technology. Expenses for incremental costs associated with obtaining a contract are recorded within Sales and marketing expense in the Consolidated Statements of Income. Our short-term capitalized costs to obtain a contract are included in Prepaid expenses and other current assets, while our long-term capitalized costs to obtain a contract are included in Other assets on our Consolidated Balance Sheets. Research and development costs Research and development costs internally incurred in creating computer software to be sold, licensed or otherwise marketed are expensed as incurred unless they meet the criteria for deferral and amortization, as described in ASC Topic 985-20, “Costs of Software to be Sold, Leased, or Marketed” (Topic 985-20). In accordance with Topic 985-20, costs related to research, design and development of products are charged to expense as incurred and capitalized between the dates that the product is considered to be technologically feasible and is considered to be ready for general release to customers. In our historical experience, the dates relating to the achievement of technological feasibility and general release of the product have substantially coincided. In addition, 169 Table of Contents 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. Advertising Expenses Advertising costs, which include digital advertising, marketing programs and other promotional costs, are expensed as incurred. Advertising expenses incurred in Fiscal 2026, Fiscal 2025 and Fiscal 2024 were $ 62.3 million, $ 64.8 million and $ 66.9 million, respectively. Income taxes We account for income taxes in accordance with ASC Topic 740, “Income Taxes” (Topic 740). Deferred tax assets and liabilities arise from temporary differences between the tax bases of assets and liabilities and their reported amounts in the Consolidated Financial Statements that will result in taxable or deductible amounts in future years. These temporary differences are measured using enacted tax rates. A valuation allowance is recorded to reduce deferred tax assets to the extent that we consider it is more likely than not that a deferred tax asset will not be realized. In determining the valuation allowance, we consider factors such as the reversal of deferred income tax liabilities, projected taxable income, and the character of income tax assets and tax planning strategies. A change to these factors could impact the estimated valuation allowance and income tax expense. We account for our uncertain tax provisions by using a two-step approach. The first step is to evaluate the tax position for recognition by determining if the weight of the available evidence indicates it is more likely than not, based solely on the technical merits, that the position will be sustained on audit, including the resolution of related appeals or litigation processes, if any. The second step is to measure the appropriate amount of the benefit to recognize. The amount of benefit to recognize is measured as the maximum amount which is more likely than not to be realized. The tax position is derecognized when it is no longer more likely than not that the position will be sustained on audit. On subsequent recognition and measurement, the maximum amount which is more likely than not to be recognized at each reporting date will represent the Company’s best estimate, given the information available at the reporting date, although the outcome of the tax position is not absolute or final. We recognize both accrued interest and penalties related to liabilities for income taxes within the Provision for income taxes line of our Consolidated Statements of Income (see Note 15 “Income Taxes” for more details). Equity investments We invest in investment funds in which we are a limited partner. Our interests in each of these investees range from 4 % to below 20 %. These investments are accounted for using the equity method. Our share of net income or losses based on our interest in these investments, which approximates fair value, is recorded as a component of Other income (expense), net in our Consolidated Statements of Income (see Note 23 “Other Income (Expense), Net” for more details). Fair value of financial instruments 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. The fair value of our Senior Notes is determined based on observable market prices and categorized as a Level 2 measurement. The carrying value of our other long-term debt facilities approximates the fair value since the interest rate is at market. We apply the provisions of ASC Topic 820, “Fair Value Measurement” (Topic 820), to our available-for-sale financial assets and derivative financial instruments that we are required to carry at fair value pursuant to other accounting standards (see Note 16 “Fair Value Measurement” for more details). Foreign currency Our Consolidated Financial Statements are presented in U.S. dollars. In general, the functional currency of our subsidiaries is the local currency. For each subsidiary, assets and liabilities denominated in foreign currencies are translated into U.S dollars at the exchange rates in effect at the balance sheet dates and revenues and expenses are translated at the average exchange rates prevailing during the previous month of the transaction. 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 170 Table of Contents 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 We record restructuring charges relating to contractual lease obligations, not accounted for under Topic 842, and other exit costs in accordance with ASC Topic 420, “Exit or Disposal Cost Obligations” (Topic 420). Topic 420 requires that a liability for a cost associated with an exit or disposal activity be recognized and measured initially at its fair value in the period in which the liability is incurred. In order to incur a liability pursuant to Topic 420, our management must have established and approved a plan of restructuring in sufficient detail. A liability for a cost associated with involuntary termination benefits is recorded when benefits have been communicated and a liability for a cost to terminate an operating lease or other contract is incurred, when the contract has been terminated in accordance with the contract terms or we have ceased using the right conveyed by the contract, such as vacating a leased facility not accounted for under Topic 842. The recognition of restructuring charges requires us to make certain judgments regarding the nature, timing and amount associated with the planned restructuring activities, including estimating sub-lease income and the net recoverable amount of equipment to be disposed of. At the end of each reporting period, we evaluate the appropriateness of the remaining accrued balances (see Note 18 “Special Charges (Recoveries)” for more details). Loss Contingencies We are currently involved in various claims and legal proceedings. Quarterly, we review the status of each significant legal matter and evaluate such matters to determine how they should be treated for accounting and disclosure purposes in accordance with the requirements of ASC Topic 450-20, “Loss Contingencies” (Topic 450-20). Specifically, this evaluation process includes the centralized tracking and itemization of the status of all our disputes and litigation items, discussing the nature of any litigation and claim, including any dispute or claim that is reasonably likely to result in litigation, with relevant internal and external counsel, and assessing the progress of each matter in light of its merits and our experience with similar proceedings under similar circumstances. If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, we accrue a liability for the estimated loss in accordance with Topic 450-20. As of the date of this Annual Report on Form 10-K, the aggregate of such accrued liabilities was not material to our consolidated financial position or results of operations and we do not believe as of the date of this filing that it is reasonably possible that a loss exceeding the amounts already recognized will be incurred that would be material to our consolidated financial position or results of operations. As described more fully below, we are unable at this time to estimate a possible loss or range of losses in respect of certain disclosed matters (see Note 14 “Guarantees and Contingencies” for more details). Net income per share Basic net income per share is computed using the weighted average number of Common Shares outstanding including contingently issuable shares where the contingency has been resolved. 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 anti-dilutive. Accordingly, basic and diluted net loss per share for those periods are identical. See Note 24 “Earnings Per Share” for more details. Share-based compensation We measure share-based compensation costs, in accordance with ASC Topic 718, “Compensation - Stock Compensation” (Topic 718) on the grant date, based on the calculated fair value of the award. We have elected to treat awards with graded vesting as a single award when estimating fair value. Compensation cost is recognized on a straight-line basis over the employee requisite service period, which in our circumstances is the stated vesting period of the award, provided that total compensation cost recognized at least equals the pro-rata value of the award that has vested. Compensation cost is initially based on the estimated number of options for which the requisite service is expected to be rendered. This estimate is adjusted in the period once actual forfeitures are known (see Note 13 “Equity and Share-based Compensation” for more details). 171 Table of Contents Accounting for Pensions, post-retirement and post-employment benefits Pension expense is accounted for in accordance with ASC Topic 715, “Compensation-Retirement Benefits” (Topic 715). Pension expense consists of actuarially computed costs of pension benefits in respect of the current year of service, imputed returns on plan assets (for funded plans), imputed interest on pension obligations and amortization of actuarial gain/loss. The expected costs of post-retirement benefits, other than pensions, are accrued in the Consolidated Financial Statements based upon actuarial methods and assumptions. The over-funded or under-funded status of defined benefit pension and other post-retirement plans are recognized as an asset or a liability (with the offset to Accumulated other comprehensive income (loss), net of tax, within Shareholders’ equity), respectively, on the Consolidated Balance Sheets. Actuarial gains or losses in excess of the greater of (i) 10% of the projected benefit obligation, or (ii) 10% of the plan assets, are recognized as a component of Other Comprehensive Income (Loss), net and subsequently amortized as a component of net periodic benefit costs over the weighted average of future working life of the plan’s active employees. See Note 12 “Pension Plans and Other Post-Retirement Benefits” for more details. Held for Sale Classification Assessments for held for sale accounting classification are performed by the Company when events or changes in business circumstances indicate that a change in classification may be necessary. The Company classifies assets and liabilities to be disposed of as held for sale in the period in which they are available for immediate sale in their present condition and when the sale is probable and expected to be completed within one year. Assets and liabilities classified as held for sale are presented separately within current assets and liabilities in our Consolidated Balance Sheets and are measured at the lower of their carrying amount or fair value less costs to sell. Further, the Company ceases to record depreciation and amortization expense on assets that are classified as held for sale. Accounting Pronouncements Adopted in Fiscal 2026 During Fiscal 2026, we adopted the following Accounting Standards Updates (ASU): Income Taxes In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” that addresses requests for improved income tax disclosures from investors that use the financial statements to make capital allocation decisions. Public entities must adopt the new guidance for fiscal years beginning after December 15, 2024. 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 In November 2024, the FASB issued ASU 2024-03 “Disaggregation of Income Statement Expenses (Subtopic 220-40),” which requires additional disclosures of specific expense categories included within income statement expense captions. The guidance will be effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The amendments in this ASU are to be applied on a prospective basis with the option for retrospective application, and early adoption is permitted. 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, 172 Table of Contents 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 Disaggregation of Revenue We have four revenue streams: cloud services and subscriptions, customer support, license, and professional service and other. The following tables disaggregate our revenue by significant geographic area, based on the location of our direct end customer, by type of performance obligation and timing of revenue recognition for the periods indicated: Year Ended June 30, 2026 2025 2024 Total Revenues by Geography: Americas (1) $ 2,896,043 $ 2,938,709 $ 3,341,881 EMEA (2) 1,881,126 1,751,543 1,878,470 Asia Pacific (3) 469,232 478,153 549,226 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: Recurring revenues (4) Cloud services and subscriptions revenue $ 1,958,554 $ 1,856,474 $ 1,820,524 Customer support revenue 2,287,449 2,334,037 2,713,297 Total recurring revenues $ 4,246,003 $ 4,190,511 $ 4,533,821 License revenue (perpetual, term and subscriptions) 678,465 625,614 834,162 Professional service and other revenue 321,933 352,280 401,594 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. 173 Table of Contents Year Ended June 30, 2026 2025 2024 Total Revenues by Timing of Revenue Recognition: Point in time $ 678,465 $ 625,614 $ 834,162 Over time (including professional service and other revenue) 4,567,936 4,542,791 4,935,415 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 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 ADM (1) 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 ADM (1) 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 A contract asset, net of allowance for credit losses, will be recorded if we have recognized revenue but do not have an unconditional right to the related consideration from the customer. For example, this will be the case if implementation services offered in a cloud arrangement are identified as a separate performance obligation and are provided to a customer prior to us being able to bill the customer. In addition, a contract asset may arise in relation to subscription licenses if the license revenue that is recognized upfront exceeds the amount that we are able to invoice the customer at that time. Contract assets are reclassified to accounts receivable when the rights become unconditional. 174 Table of Contents The balance for our contract assets and contract liabilities (i.e., deferred revenues) for the periods indicated below were as follows: As of June 30, 2026 As of June 30, 2025 Short-term contract assets $ 77,447 $ 77,920 Long-term contract assets 59,872 49,293 Short-term deferred revenues 1,483,234 1,515,382 Long-term deferred revenues 159,912 168,757 The difference in the opening and closing balances of our contract assets and deferred revenues primarily results from the timing difference between our performance and customer payments. We fulfill our obligations under a contract with a customer by transferring products and services in exchange for consideration from the customer. During the 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 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, 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). 175 Table of Contents Incremental Costs of Obtaining a Contract with a Customer Incremental costs of obtaining a contract include only those costs that we incur to obtain a contract that we would not have incurred if the contract had not been obtained, such as sales commissions. The following table summarizes the changes in total capitalized costs to obtain a contract, since June 30, 2023: Capitalized costs to obtain a contract as of June 30, 2023 $ 97,207 New capitalized costs incurred 60,507 Amortization of capitalized costs ( 44,016 ) Impact of foreign exchange rate changes ( 246 ) Divestiture of AMC business (Note 19) ( 3,964 ) Capitalized costs to obtain a contract as of June 30, 2024 109,488 New capitalized costs incurred 60,165 Amortization of capitalized costs ( 43,129 ) Impact of foreign exchange rate changes 2,502 Capitalized costs to obtain a contract as of June 30, 2025 129,026 New capitalized costs incurred 80,652 Amortization of capitalized costs ( 50,906 ) Impact of foreign exchange rate changes ( 953 ) Divestiture of Vertica business (Note 19) ( 1,101 ) Capitalized costs to obtain a contract as of June 30, 2026 $ 156,718 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. Remaining Performance Obligations Remaining performance obligations (RPO) represent contracted revenue that has not yet been recognized. They include amounts recognized as deferred revenue and amounts that are contracted but will be billed and recognized as revenue in future periods. The following table provides RPO information as of June 30, 2026: % recognized as revenue over the following ($ in billions) As of June 30, 2026 Within 1 year 1 to 2 years 2 to 3 years Thereafter Total RPO (1) $ 4.6 57 % 21 % 12 % 10 % Cloud services and subscriptions RPO $ 2.8 48 % 24 % 15 % 13 % Customer support and other RPO (2) $ 1.8 72 % 17 % 7 % 4 % ______________________ (1) RPO amounts presented may be impacted by certain estimates including currency fluctuations, estimates of customers’ deployment of contracted solutions, changes in the scope or termination of contracts, among other factors, and are therefore subject to change. (2) Customer support and other RPO is primarily comprised of obligations related to customer support revenues, and to a lesser extent license, professional services and other revenues. Refer to Note 2 “Accounting Policies and Recent Accounting Pronouncements” for additional information on our revenue policy. 176 Table of Contents NOTE 4— ALLOWANCE FOR CREDIT LOSSES The following illustrates the activity in our allowance for credit losses on accounts receivable: Balance as of June 30, 2023 $ 13,828 Credit loss expense (recovery) 8,622 Write-off/adjustments ( 9,196 ) Divestiture of AMC business (Note 19) ( 1,146 ) Balance as of June 30, 2024 12,108 Credit loss expense (recovery) 9,874 Write-off/adjustments ( 7,724 ) Balance as of June 30, 2025 14,258 Credit loss expense (recovery) 7,662 Write-off/adjustments ( 8,686 ) Divestiture of Vertica business (Note 19) ( 98 ) Balance as of June 30, 2026 $ 13,136 Included in accounts receivable are unbilled receivables in the amount of $ 63.7 million as of June 30, 2026 (June 30, 2025—$ 56.7 million). As of June 30, 2026, we have an allowance for credit losses of $ 0.3 million for contract assets (June 30, 2025—$ 0.4 million). For additional information on contract assets, see Note 3 “Revenues.” NOTE 5— PROPERTY AND EQUIPMENT As of June 30, 2026 Cost Accumulated Depreciation Net Computer hardware $ 358,361 $ ( 239,850 ) $ 118,511 Computer software 278,353 ( 111,812 ) 166,541 Capitalized software development costs 364,137 ( 223,475 ) 140,662 Leasehold improvements 138,576 ( 107,167 ) 31,409 Land and buildings 74,935 ( 21,687 ) 53,248 Furniture, equipment and other 55,727 ( 43,901 ) 11,826 Total $ 1,270,089 $ ( 747,892 ) $ 522,197 As of June 30, 2025 Cost Accumulated Depreciation Net Computer hardware $ 442,631 $ ( 290,373 ) $ 152,258 Computer software 225,073 ( 187,371 ) 37,702 Capitalized software development costs 283,449 ( 187,917 ) 95,532 Leasehold improvements 142,279 ( 105,349 ) 36,930 Land and buildings 60,613 ( 20,920 ) 39,693 Furniture, equipment and other 56,531 ( 43,394 ) 13,137 Total $ 1,210,576 $ ( 835,324 ) $ 375,252 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 the sale in the Consolidated Statements of Income within Other income (expense), net. 177 Table of Contents NOTE 6— LEASES 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. The duration of the majority of these leases generally ranges from 1 to 10 years, some of which include options to extend for an additional 3 to 5 years after the initial term. Additionally, the land upon which our headquarters in Waterloo, Ontario, Canada is located is leased from the University of Waterloo for a period of 49 years beginning in December 2005, with an option to renew for an additional term of 49 years. We also have finance lease liabilities comprised of equipment lease arrangements with an average duration of 4 to 5 years of which all are currently being sublet. Leases with an initial term of 12 months or less are not recorded on our Consolidated Balance Sheets. The following illustrates the Consolidated Balance Sheets information related to leases: 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 Operating lease liabilities (current) Operating lease liabilities $ 63,612 $ 75,914 Operating lease liabilities (non-current) Long-term operating lease liabilities 138,425 189,949 Total operating lease liabilities $ 202,037 $ 265,863 Finance Leases Finance lease receivables (current) Prepaid expenses and other current assets $ 453 $ 1,867 Finance lease receivables (non-current) Other assets — 457 Total finance lease receivables $ 453 $ 2,324 Finance lease liabilities (current) Accounts payable and accrued liabilities $ 457 $ 1,877 Finance lease liabilities (non-current) Accrued liabilities — 457 Total finance lease liabilities $ 457 $ 2,334 The weighted average remaining lease term and discount rate for the periods indicated below were as follows: As of June 30, 2026 As of June 30, 2025 Weighted-average remaining lease term Operating leases 4.75 years 4.59 years Finance leases 0.31 years 1.23 years Weighted-average discount rate Operating leases 5.08 % 4.92 % Finance leases 5.33 % 5.33 % Lease Costs and Other Information The following illustrates the various components of lease costs for the period indicated: Year Ended June 30, 2026 2025 2024 Operating lease cost $ 71,531 $ 82,174 $ 90,383 Short-term lease cost 903 2,028 2,920 Variable lease cost 3,811 4,103 5,084 Sublease income ( 9,432 ) ( 11,254 ) ( 12,941 ) Total lease cost $ 66,813 $ 77,051 $ 85,446 178 Table of Contents Supplemental Cash Flow Information The following table presents supplemental information relating to cash flows arising from lease transactions. Cash payments made for variable lease costs and short-term leases are not included in the measurement of lease liabilities, and, as such, are excluded from the amounts below: Year Ended June 30, 2026 2025 2024 Cash paid for amounts included in the measurement of lease liabilities: Operating leases $ 87,529 $ 98,418 $ 109,708 Finance leases 1,946 3,369 5,722 Right of use assets obtained in exchange for new lease liabilities: Operating leases 14,014 53,541 30,869 Maturity of Lease Liabilities The following table presents the future minimum lease payments under our lease liabilities as of June 30, 2026: Fiscal years ending June 30, Operating Leases Finance Leases 2027 $ 71,353 $ 459 2028 53,196 — 2029 35,587 — 2030 22,152 — 2031 13,014 — Thereafter 31,133 — Total lease payments 226,435 459 Less: Imputed interest ( 24,398 ) ( 2 ) Total $ 202,037 $ 457 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 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). Lease Income 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. 179 Table of Contents NOTE 7— GOODWILL Goodwill is recorded when the consideration paid for an acquisition of a business exceeds the fair value of identifiable net tangible and intangible assets. The following table summarizes the changes in goodwill: Balance as of June 30, 2024 $ 7,488,367 Acquisition of Pillr (Note 19) (1) 196 Divestiture of AMC business (Note 19) (2) 1,390 Impact of foreign exchange rate changes 27,510 Balance as of June 30, 2025 7,517,463 Divestiture of eDOCS business (Note 19) ( 91,913 ) Divestiture of Vertica business (Note 19) ( 102,323 ) Impact of foreign exchange rate changes 4,149 Balance as of June 30, 2026 $ 7,327,376 ______________________ (1) Adjustment relates to the open measurement period. (2) Relates to the final settlement of working capital and other adjustments. NOTE 8— ACQUIRED INTANGIBLE ASSETS As of June 30, 2026 Cost (1) Accumulated Amortization (1) Net (1) Technology assets $ 1,033,137 $ ( 600,421 ) $ 432,716 Customer assets 2,269,497 ( 1,227,195 ) 1,042,302 Total $ 3,302,634 $ ( 1,827,616 ) $ 1,475,018 As of June 30, 2025 Cost Accumulated Amortization Net Technology assets $ 1,064,400 $ ( 441,705 ) $ 622,695 Customer assets 2,635,686 ( 1,281,790 ) 1,353,896 Total $ 3,700,086 $ ( 1,723,495 ) $ 1,976,591 ______________________ (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. 180 Table of Contents 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 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. The following table shows the estimated future amortization expense for the fiscal years indicated. This calculation assumes no future adjustments to acquired intangible assets: Fiscal years ending June 30, 2027 $ 386,544 2028 369,976 2029 276,683 2030 205,238 2031 193,313 Thereafter 43,264 Total $ 1,475,018 NOTE 9— PREPAID EXPENSES AND OTHER ASSETS Prepaid expenses and other current assets: As of June 30, 2026 As of June 30, 2025 Deposits and restricted cash $ 4,824 $ 2,456 Capitalized costs to obtain a contract 50,915 44,311 Short-term prepaid expenses and other current assets 179,698 148,824 Derivative asset (1) 204 2,984 Total $ 235,641 $ 198,575 ______________________ (1) Represents the asset related to our derivative instrument activity. See Note 17 “Derivative Instruments and Hedging Activities” for more details. Other assets: As of June 30, 2026 As of June 30, 2025 Deposits and restricted cash $ 16,334 $ 22,720 Capitalized costs to obtain a contract 105,803 84,715 Investments 112,022 116,704 Available-for-sale financial assets 45,142 45,074 Long-term prepaid expenses and other long-term assets 22,027 38,480 Total $ 301,328 $ 307,693 Deposits and restricted cash primarily relate to security deposits provided to landlords in accordance with facility lease agreements and cash restricted per the terms of certain contractual-based agreements. Capitalized costs to obtain a contract relate to incremental costs of obtaining a contract, such as sales commissions, which are eligible for capitalization on contracts to the extent that such costs are expected to be recovered (see Note 3 “Revenues”). Investments relate to certain investment funds in which we are a limited partner. Our interests in each of these investees range from 4 % to below 20 %. These investments are accounted for using the equity method. Our share of net income or losses based on our interest in these investments, which approximates fair value and is subject to volatility based on market trends and business conditions, is recorded as a component of Other income (expense), net in our Consolidated Statements of Income (see Note 23 “Other Income (Expense), Net”). During the year ended June 30, 2026, our share of income (loss) from these investments was $( 4.0 ) million (year ended June 30, 2025 and 2024 — $ 0.2 million and $( 18.2 ) million, respectively). 181 Table of Contents 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 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)”). Prepaid expenses and other assets, both short-term and long-term, include advance payments on licenses that are being amortized over the applicable terms of the licenses and other miscellaneous assets. NOTE 10— ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities: As of June 30, 2026 As of June 30, 2025 Accounts payable—trade $ 127,532 $ 136,204 Accrued salaries, incentives and commissions 277,025 254,230 Accrued liabilities 220,482 229,070 Accrued sales and other tax liabilities 32,737 32,964 Derivative liability (1) 219,065 275,810 Accrued interest on long-term debt 37,729 37,729 Amounts payable in respect of restructuring and other special charges 50,929 53,771 Asset retirement obligations 3,580 6,805 Total $ 969,079 $ 1,026,583 ______________________ (1) Represents the liability related to our derivative instrument activity (see Note 17 “Derivative Instruments and Hedging Activities” for more details) . Long-term accrued liabilities: As of June 30, 2026 As of June 30, 2025 Amounts payable in respect of restructuring and other special charges $ 7,237 $ 8,591 Other accrued liabilities 99,106 10,801 Asset retirement obligations 22,572 22,920 Total $ 128,915 $ 42,312 Asset retirement obligations We are required to return certain of our leased facilities to their original state at the conclusion of our lease. 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). 182 Table of Contents NOTE 11— LONG-TERM DEBT As of June 30, 2026 As of June 30, 2025 Total debt Senior Notes 2031 $ 650,000 $ 650,000 Senior Notes 2030 900,000 900,000 Senior Notes 2029 850,000 850,000 Senior Notes 2028 900,000 900,000 Senior Secured Notes 2027 1,000,000 1,000,000 Acquisition Term Loan 1,536,525 2,185,375 Total principal payments due 5,836,525 6,485,375 Unamortized debt discount and issuance costs (1) ( 66,156 ) ( 107,454 ) Total amount outstanding 5,770,369 6,377,921 Less: Current portion of long-term debt Acquisition Term Loan 35,850 35,850 Total current portion of long-term debt 35,850 35,850 Non-current portion of long-term debt $ 5,734,519 $ 6,342,071 ______________________ (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, 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. Senior Notes 2031 bear interest at a rate of 4.125 % per annum, payable semi-annually in arrears on June 1 and December 1, commencing on June 1, 2022. Senior Notes 2031 will mature on December 1, 2031, unless earlier redeemed, in accordance with their terms, or repurchased. 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, 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. Senior Notes 2030 bear interest at a rate of 4.125 % per annum, payable semi-annually in arrears on February 15 and August 15, commencing on August 15, 2020. Senior Notes 2030 will mature on February 15, 2030, unless earlier redeemed, in accordance with their terms, or repurchased. 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). 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 183 Table of Contents 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. Senior Notes 2029 will mature on December 1, 2029, unless earlier redeemed, in accordance with their terms, or repurchased. For the year ended June 30, 2026, we recorded interest expense of $ 32.9 million relating to Senior Notes 2029 (year ended June 30, 2025 and 2024—$ 32.9 million and $ 32.9 million, respectively). Senior Notes 2028 On February 18, 2020, the Company issued $ 900 million in aggregate principal amount of 3.875 % senior notes due 2028 (Senior Notes 2028) in an unregistered offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain non-U.S. persons in offshore transactions pursuant to Regulation S under the Securities Act. Senior Notes 2028 bear interest at a rate of 3.875 % per annum, payable semi-annually in arrears on February 15 and August 15, commencing on August 15, 2020. Senior Notes 2028 will mature on February 15, 2028, unless earlier redeemed, in accordance with their terms, or repurchased. For the year ended June 30, 2026, we recorded interest expense of $ 34.9 million relating to Senior Notes 2028 (year ended June 30, 2025 and 2024—$ 34.9 million and $ 34.9 million, respectively). Senior Secured Fixed Rate Notes Senior Secured Notes 2027 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. Senior Secured Notes 2027 bear interest at a rate of 6.90 % per annum, payable semi-annually in arrears on June 1 and December 1, commencing on June 1, 2023. Senior Secured Notes 2027 will mature on December 1, 2027, unless earlier redeemed, in accordance with their terms, or repurchased. The Senior Secured Notes 2027 are guaranteed on a senior secured basis by certain of the Company’s subsidiaries, and are secured with the same priority as the Company’s senior credit facilities. The Senior Secured Notes 2027 and the related guarantees are effectively senior to all of the Company’s and the guarantors’ senior unsecured debt to the extent of the value of the Collateral (as defined in the indenture to the Senior Secured Notes 2027) and are structurally subordinated to all existing and future liabilities of each of the Company’s existing and future subsidiaries that do not guarantee the Senior Secured Notes 2027. As of June 30, 2026, the Senior Secured Notes 2027 bear an effective interest rate of 7.39 %. The effective interest rate includes interest expense of $ 69.0 million and amortization of debt discount and issuance costs of $ 3.1 million. For the year ended June 30, 2026, we recorded interest expense of $ 69.0 million, relating to Senior Secured Notes 2027 (year ended June 30, 2025 and 2024—$ 69.0 million and $ 69.0 million, respectively). Term Loan B On May 30, 2018, we entered into a credit facility that provided for a $ 1 billion term loan facility (Term Loan B) and borrowed $ 1 billion under the facility to, among other things, repay in full the loans under our prior $ 800 million term loan facility originally entered into on January 16, 2014. 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, 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). Revolver 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. 184 Table of Contents The Revolver has no fixed repayment date prior to the end of the term. Borrowings under the Revolver bear interest per annum at a floating rate of interest equal to Term SOFR (as defined in the Revolver) and a fixed margin dependent on our consolidated net leverage ratio ranging from 1.25 % to 1.75 %. Under the Revolver, we must maintain a “consolidated net leverage” ratio of no more than 4.50 :1.00 at the end of each financial quarter. Consolidated net leverage ratio is defined for this purpose as the proportion of our total debt reduced by unrestricted cash, including guarantees and letters of credit, over our trailing twelve months net income before interest, taxes, depreciation, amortization, restructuring, share-based compensation and other miscellaneous charges. As of June 30, 2026, our consolidated net leverage ratio, as calculated in accordance with the applicable agreement, was 2.75 :1.00. The Revolver requires us to pay a facility fee on unused commitments based on the consolidated net leverage ratio. As of June 30, 2026, the facility fee under the Revolver was 0.30 %. For the year ended June 30, 2026, we recorded $ 2.3 million of facility fees in Interest and other related expense, net, in our Consolidated Statements of Income (year ended June 30, 2025 and 2024—$ 2.3 million and $ 2.1 million). As of June 30, 2026, we had no outstanding balance under the Revolver (June 30, 2025— nil ). 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 On December 1, 2022, we amended our first lien term loan facility (the Acquisition Term Loan), dated as of August 25, 2022, to increase the aggregate commitments under the senior secured delayed-draw term loan facility from an aggregate principal amount of $ 2.585 billion to an aggregate principal amount of $ 3.585 billion. 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). 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. The reductions in interest rate margin on the Acquisition Term Loan resulting from the amendments were all accounted for by the Company as debt modifications. The Acquisition Term Loan has a seven-year term from the date of funding, and repayments under the Acquisition Term Loan are equal to 0.25 % of the principal amount in equal quarterly installments for the life of the Acquisition Term Loan, with the remainder due at maturity. Borrowings under the Acquisition Term Loan currently bear a floating rate of interest equal to Term SOFR (as defined in the Acquisition Term Loan) plus an applicable margin of 1.75 %. As of June 30, 2026, the outstanding balance on the Acquisition Term Loan bears an interest rate of 5.37 %. As of June 30, 2026, the Acquisition Term Loan bears an effective interest rate of 6.41 %. The effective interest rate includes interest expense of $ 118.7 million and amortization of debt discount and issuance costs of $ 14.9 million. The Acquisition Term Loan has incremental facility capacity of (i) $ 250 million plus (ii) additional amounts, subject to meeting a “consolidated senior secured net leverage” ratio not exceeding 2.75 :1.00, in each case subject to certain conditions. Consolidated senior secured net leverage ratio is defined for this purpose as the proportion of the Company’s total debt reduced by unrestricted cash, including guarantees and letters of credit, that is secured by the Company’s or any of the Company’s subsidiaries’ assets, over the Company’s trailing four financial quarter net income before interest, taxes, depreciation, amortization, restructuring, share-based compensation and other miscellaneous charges. Under the Acquisition Term Loan, we must maintain a “consolidated net leverage” ratio of no more than 4.50 :1.00 at the end of each financial quarter. Consolidated net leverage ratio is defined for this purpose as the proportion of the Company’s total debt reduced by unrestricted cash, including guarantees and letters of credit, over the Company’s trailing four financial quarter net income before interest, taxes, depreciation, amortization, restructuring, share-based compensation and other miscellaneous charges as defined in the Acquisition Term Loan. As of June 30, 2026, our consolidated net leverage ratio, as calculated in accordance with the applicable agreement, was 2.75 :1.00. The Acquisition Term Loan is unconditionally guaranteed by certain subsidiary guarantors, as defined in the Acquisition Term Loan, and is secured by a first charge on substantially all of the assets of the Company and the subsidiary guarantors on a pari passu basis with the Revolver and the Senior Secured Notes 2027. 185 Table of Contents 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). Debt Discount and Issuance Costs Debt discount and issuance costs relate primarily to costs incurred for the purpose of obtaining or amending our credit facilities and issuing our Senior Notes, and are being amortized through interest expense over the respective terms of the Senior Notes and Acquisition Term Loan using the effective interest method and straight-line method for the Revolver. NOTE 12— PENSION PLANS AND OTHER POST-RETIREMENT BENEFITS Defined Benefit and Other Post-Retirement Benefit Plans 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. Our defined benefit pension plans include a mix of final salary type plans which provide for retirement, old age, disability and survivor’s benefits. Final salary type pension plans provide benefits to members either in the form of a lump sum payment or a guaranteed level of pension payable for life in the case of retirement, disability and death. Benefits under our final salary type plans are generally based on the participant’s age, compensation and years of service as well as the social security ceiling and other factors. Many of these plans are closed to new members. The net periodic costs of these plans are determined using the projected unit credit method and several actuarial assumptions, the most significant of which are the discount rate and estimated service costs. Other post-retirement plans include statutory plans that offer termination, indemnity or other end of service benefits. Many of these plans were assumed through our acquisitions or are required by local regulatory and statutory requirements. 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. For the year ended June 30, 2026, we made cash contributions of $ 13.0 million (year ended June 30, 2025 and 2024—$ 9.2 million and $ 4.2 million, respectively). For Fiscal 2027, we expect to make cash contributions of $ 9.1 million to our defined benefit plans. 186 Table of Contents 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 Plan assets $ 242,447 $ 237,823 Projected benefit obligations ( 348,690 ) ( 374,690 ) Funded status $ ( 106,243 ) $ ( 136,867 ) 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 Current portion of benefit obligation (1) $ 5,770 $ 4,652 Non-current portion of benefit obligation 100,473 132,215 Total $ 106,243 $ 136,867 ______________________ (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). 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 Benefit obligation—beginning of fiscal year $ 374,690 $ 349,427 Service cost 11,508 11,082 Interest cost 14,076 13,008 Benefits paid ( 15,364 ) ( 11,161 ) Employee contributions 1,583 1,703 Plan settlement ( 17,473 ) ( 7,440 ) Plan amendment 492 ( 2,948 ) Curtailment (gain) loss 458 ( 927 ) Actuarial (gain) loss ( 15,605 ) ( 1,273 ) Other events ( 467 ) ( 762 ) Foreign exchange (gain) loss ( 5,208 ) 23,981 Benefit obligation—end of period 348,690 374,690 Less: Current portion 5,770 4,652 Non-current portion of benefit obligation $ 342,920 $ 370,038 As of June 30, 2026 As of June 30, 2025 Plan assets—beginning of fiscal year $ 237,823 $ 217,324 Benefit payments from plan assets ( 15,364 ) ( 11,161 ) Expected return on plan assets 13,282 11,790 Return on plan assets 11,131 ( 1,304 ) Company contributions 12,973 9,217 Employee contributions 1,583 1,703 Plan settlement ( 17,473 ) ( 7,440 ) Foreign exchange (gain) loss ( 1,508 ) 17,694 Plan assets—end of period $ 242,447 $ 237,823 187 Table of Contents The following table provides details of net pension expense for the periods indicated: Year Ended June 30, Pension expense: 2026 2025 2024 Service cost $ 11,508 $ 11,082 $ 11,073 Interest cost 14,076 13,008 12,345 Expected return of plan assets ( 13,282 ) ( 11,790 ) ( 11,400 ) Amortization of actuarial (gain) losses 489 1,306 643 Settlement cost 2,590 987 1,220 Net pension expense $ 15,381 $ 14,593 $ 13,881 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. The following table provides details of amounts recognized in Other Comprehensive Income: Year Ended June 30, 2026 2025 2024 Net actuarial gain (loss) $ 24,810 $ 322 $ 1,598 Amortization of actuarial loss 489 1,306 643 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 The following table provides details of the plan assets measured at fair value presented by asset category and fair value hierarchy for the periods indicated: As of June 30, 2026 As of June 30, 2025 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Cash $ 3,561 $ — $ — $ 3,561 $ 2,041 $ — $ — $ 2,041 Debt funds 83,456 19,452 — 102,908 91,908 8,251 — 100,159 Equity funds 104,961 467 — 105,428 94,844 6,559 — 101,403 Real estate funds 6,348 81 — 6,429 5,014 73 4,322 9,409 Other 17,900 4,697 1,524 24,121 18,092 4,574 2,145 24,811 Total $ 216,226 $ 24,697 $ 1,524 $ 242,447 $ 211,899 $ 19,457 $ 6,467 $ 237,823 The Company’s investment objective with respect to its defined benefit plan assets is to achieve an optimal rate of return over the long term while managing an appropriate level of risk to meet adequate future benefit obligations. Plan assets are managed by investment fiduciaries that determine the appropriate asset allocation, risk tolerance, fund diversification and investment strategies to achieve the long-term investment objectives of the plan assets. In determining the fair value of the defined benefit obligations as of June 30, 2026 and 2025, we used the following weighted-average key assumptions: Year Ended June 30, 2026 2025 Assumptions: Salary increases 3.4 % 3.2 % Pension increases 2.0 % 2.0 % Discount rate 4.3 % 3.9 % Expected return on plan assets 5.9 % 5.6 % Normal retirement age (in years) 64 64 188 Table of Contents Anticipated pension payments under the defined benefit plans for the fiscal years indicated below are as follows: Fiscal years ending June 30, 2027 $ 20,379 2028 18,453 2029 18,643 2030 19,969 2031 21,061 2032 to 2036 115,997 Total $ 214,502 Defined Contribution Plans The Company has various defined contribution retirement plans around the world covering many of its employees. 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 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). NOTE 13— EQUITY AND SHARE-BASED COMPENSATION Equity Cash Dividends For the year ended June 30, 2026, pursuant to the Company’s dividend policy, we declared total non-cumulative dividends of $ 1.10 per Common Share in the aggregate amount of $ 268.4 million, which we paid during the same period (year ended June 30, 2025 and 2024—$ 1.05 and $ 1.00 per Common Share, respectively, in the aggregate amount of $ 271.5 million and $ 267.4 million, respectively). Share Capital Our authorized share capital includes an unlimited number of Common Shares and an unlimited number of Preference Shares. No Preference Shares have been issued. Treasury Stock From time to time, we may provide funds to a third-party agent to facilitate repurchases of our Common Shares in connection with the settlement of awards under the Long-Term Incentive Plans (LTIP) or other plans. During the 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, 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) Our ESPP offers employees the opportunity to purchase our Common Shares at a purchase price discount of 15 %. During the year ended June 30, 2026, 1,279,333 Common Shares were eligible for issuance to employees enrolled in the ESPP (year ended June 30, 2025 and 2024— 1,291,351 and 1,176,466 Common Shares, respectively). During the year ended June 30, 2026, cash in the amount of $ 29.3 million was received from employees relating to the ESPP (year ended June 30, 2025 and 2024—$ 31.6 million and $ 33.9 million, respectively). 189 Table of Contents Share Repurchase Plan On August 6, 2025, the Company renewed its share repurchase plan, pursuant to which we were authorized to purchase for cancellation, over the 12 -month period commencing on August 12, 2025 until August 11, 2026, up to an aggregate of $ 300 million of our Common Shares on the Toronto Stock Exchange (TSX) (as part of the Fiscal 2026 NCIB, as defined below), the NASDAQ and/or alternative trading systems in Canada and/or the U.S. (the Fiscal 2026 Repurchase Plan). On February 10, 2026, we increased the authorized limit of the Fiscal 2026 Repurchase Plan by $ 200 million to $ 500 million. The Fiscal 2026 Repurchase Plan included a normal course issuer bid (the Fiscal 2026 NCIB) to provide means to execute purchases over the TSX. 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 Share-based compensation expense for the periods indicated below is detailed as follows: Year Ended June 30, 2026 2025 2024 Performance Share Units (issued under LTIP) $ 20,506 $ 21,121 $ 26,415 Restricted Share Units (issued under LTIP) 15,212 15,418 10,677 Restricted Share Units (other) 26,405 42,706 75,642 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 No cash was used by us to settle equity instruments granted under share-based compensation arrangements in any of the periods presented. We have not capitalized any share-based compensation costs as part of the cost of an asset in any of the periods presented. A summary of unrecognized compensation cost for unvested share-based compensation awards is as follows: As of June 30, 2026 Unrecognized Compensation Cost Weighted Average Recognition Period (years) Performance Share Units (issued under LTIP) $ 38,230 1.87 Restricted Share Units (issued under LTIP) 10,957 1.36 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 Long-Term Incentive Plans We incentivize certain eligible employees, in part, with long-term compensation pursuant to our LTIP. The LTIP is a rolling three-year program that grants eligible employees a certain number of target Performance Share Units (PSUs) and/or Restricted Share Units (RSUs). Target PSUs become vested upon the achievement of certain financial and/or operational performance criteria (the Performance Conditions) that are determined at the time of the grant. 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 190 Table of Contents 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. PSUs and RSUs granted under the LTIP have been measured at fair value as of the effective date, consistent with ASC Topic 718, and will be charged to share-based compensation expense over the remaining life of the plan. We estimate the fair value of PSUs with market-based conditions using the Monte Carlo pricing model and RSUs have been valued based upon their grant-date fair value. The fair value of PSUs with performance-based conditions have been valued based upon their grant-date fair value. Beginning in Fiscal 2023, certain PSU and RSU grants were eligible to receive dividend equivalent units that vest under the same conditions as the underlying grants. Performance Share Units (Issued Under LTIP) PSUs (issued under LTIP) vest after three years from the respective date of grants and upon the achievement of Performance Conditions determined at the time of the grant. A summary of activity under our PSUs issued under the LTIP for the year ended June 30, 2026 is as follows: Units Weighted-Average Grant-Date Fair Value Weighted- Average Remaining Contractual Term (years) Aggregate Intrinsic Value ($’000’s) Outstanding at June 30, 2025 1,972,941 $ 49.87 1.52 $ 51,956 Granted (1) 1,041,815 48.51 Vested (1) ( 325,768 ) 51.19 Forfeited or expired ( 918,337 ) 47.60 Outstanding at June 30, 2026 1,770,651 $ 50.01 1.68 $ 39,220 ______________________ (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: Year Ended June 30, 2026 2025 2024 Weighted–average fair value of PSUs granted $ 50.18 $ 47.96 - $ 47.96 $ 21.17 - $ 59.48 Weighted-average assumptions used: Expected volatility 32.40 % 30.26 % 28.00 % Risk–free interest rate 3.66 % 3.67 % 4.38 % - 4.95 % Expected dividend yield — % — % — % Expected life (in years) 3.09 3.11 3.00 Forfeiture rate (based on historical rates) 7 % 7 % 7 % Weighted–average fair value of PSUs vested $ 53.05 $ 75.14 $ — Aggregate intrinsic value of PSUs vested ($ in ‘000’s) $ 11,253 $ 8,020 $ — 191 Table of Contents 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) Beginning in Fiscal 2025, grants of RSUs (issued under LTIP) vest on a straight-line basis over three years from the respective date of grants. Grants of RSUs (issued under LTIP) prior to Fiscal 2025 vest after three years from the respective date of grants. A summary of activity under our RSUs issued under the LTIP for the year ended June 30, 2026 is as follows: Units Weighted-Average Grant-Date Fair Value Weighted- Average Remaining Contractual Term (years) Aggregate Intrinsic Value ($’000’s) Outstanding at June 30, 2025 1,272,015 $ 33.11 1.70 $ 37,143 Granted 839,657 29.44 Vested ( 499,783 ) 34.42 Forfeited or expired ( 358,174 ) 30.35 Outstanding at June 30, 2026 1,253,715 $ 30.92 1.74 $ 27,770 For the periods indicated, the weighted-average fair value and aggregate intrinsic value of RSUs (issued under LTIP) were as follows: Year Ended June 30, 2026 2025 2024 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) In addition to the grants made in connection with the LTIP discussed above, from time to time, we may grant RSUs to certain employees in accordance with employment and other non-LTIP related agreements. RSUs (other) vest over a specified contract date, typically two or four years from the respective date of grants. A summary of activity under our RSUs (other) issued for the year ended June 30, 2026 is as follows: Units Weighted-Average Grant-Date Fair Value Weighted- Average Remaining Contractual Term (years) Aggregate Intrinsic Value ($’000’s) Outstanding at June 30, 2025 2,639,883 $ 33.11 2.00 $ 77,084 Granted 945,505 34.05 Vested ( 1,237,728 ) 33.82 Forfeited or expired ( 224,745 ) 34.18 Outstanding at June 30, 2026 2,122,915 $ 33.00 1.94 $ 47,023 For the periods indicated, the weighted-average fair value and intrinsic value of RSUs (other) were as follows: Year Ended June 30, 2026 2025 2024 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 192 Table of Contents (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. 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. 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. 107. 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, 2026 is as follows: Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (years) Aggregate Intrinsic Value ($’000’s) Outstanding at June 30, 2025 12,306,554 $ 36.73 3.93 $ 5,942 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 $ — 193 Table of Contents 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) The DSUs are granted to certain non-employee directors. DSUs are issued under our Deferred Share Unit Plan. 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. 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 Price Weighted- Average Remaining Contractual Term (years) Aggregate Intrinsic Value ($’000’s) Outstanding at June 30, 2025 (1) 903,970 $ 31.04 0.34 $ 26,415 Granted (2) 120,990 30.84 Settled ( 233,992 ) 28.37 Outstanding at June 30, 2026 (2) 790,968 $ 31.80 0.44 $ 17,070 ______________________ (1) Includes 62,177 unvested DSUs. (2) Includes 66,419 unvested DSUs. For the periods indicated, the weighted-average fair value and intrinsic value of DSUs were as follows: Year Ended June 30, 2026 2025 2024 Weighted–average fair value of deferred share units granted $ 30.84 $ 31.03 $ 38.43 Weighted–average fair value of deferred share units vested $ 30.24 $ 34.21 $ 36.81 Aggregate intrinsic value of deferred share units vested ($ in ‘000’s) $ 3,838 $ 3,194 $ 1,461 194 Table of Contents NOTE 14— GUARANTEES AND CONTINGENCIES We have entered into the following contractual obligations with minimum payments for the indicated fiscal periods as follows: Payments due between Total July 1, 2026 - June 30, 2027 July 1, 2027 - June 30, 2029 July 1, 2029 - June 30, 2031 July 1, 2031 and beyond Long-term debt obligations (1) $ 6,709,816 $ 319,534 $ 2,395,057 $ 3,331,819 $ 663,406 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 ______________________ (1) Includes interest up to maturity and principal payments. 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.” Guarantees and Indemnifications We have entered into customer agreements which may include provisions to indemnify our customers against third-party claims that our software products or services infringe certain third-party intellectual property rights and for liabilities related to a breach of our confidentiality obligations. We have not made any material payments in relation to such indemnification provisions and have not accrued any liabilities related to these indemnification provisions in our Consolidated Financial Statements. Occasionally, we enter into financial guarantees with third parties in the ordinary course of our business, including, among others, guarantees relating to taxes and letters of credit on behalf of parties with whom we conduct business. Such agreements have not had a material effect on our results of operations, financial position or cash flows. Litigation We are currently involved in various claims and legal proceedings. Quarterly, we review the status of each significant legal matter and evaluate such matters to determine how they should be treated for accounting and disclosure purposes in accordance with the requirements of ASC Topic 450-20 “Loss Contingencies” (Topic 450-20). Specifically, this evaluation process includes the centralized tracking and itemization of the status of all our disputes and litigation items, discussing the nature of any litigation and claim, including any dispute or claim that is reasonably likely to result in litigation, with relevant internal and external counsel, and assessing the progress of each matter in light of its merits and our experience with similar proceedings under similar circumstances. If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, we accrue a liability for the estimated loss in accordance with Topic 450-20. As of the date of this Annual Report on Form 10-K, the aggregate of such accrued liabilities was not material to our consolidated financial position or results of operations and we do not believe as of the date of this filing that it is reasonably possible that a loss exceeding the amounts already recognized will be incurred that would be material to our consolidated financial position or results of operations. As described more fully below, we are unable at this time to estimate a possible loss or range of losses in respect of certain disclosed matters. Contingencies CRA Matter 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 195 Table of Contents 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 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 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 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. In accordance with applicable rules, these assets were recognized for tax purposes at fair market value as of that time, which value was supported by an expert valuation prepared by an independent leading accounting and advisory firm. CRA’s position for Fiscal 2017 through Fiscal 2021 relies in significant part on the application of its positions regarding our transfer pricing methodology that are the basis for its reassessment of our fiscal years 2012 to 2016 described above, and that we believe are without merit. Other aspects of CRA’s position for Fiscal 2017 through Fiscal 2021 conflict with the expert valuation prepared by the independent leading accounting and advisory firm that was used to support our original filing position. The CRA issued notices of reassessment in respect of Fiscal 2017 through Fiscal 2021 on a basis consistent with its proposal to reduce the available depreciable basis of assets in Canada. We have filed notices of objection to the reassessments for each of these years. If we are ultimately unsuccessful in defending our position, the estimated impact of the proposed adjustment could result in us recording an income tax expense, with no immediate cash payment, to reduce the stated value of our deferred tax assets of up to approximately $ 470 million. Any such income tax expense could also have a corresponding cash tax impact that would primarily occur over a period of several future years based upon annual income realization in Canada. We strongly disagree with the CRA’s position for Fiscal 2017 through Fiscal 2021 and intend to vigorously defend our original filing position. 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 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. We are confident that our original tax filing positions were appropriate. Accordingly, as of the date of this Annual Report on Form 10-K, we have not recorded any accruals in respect of these reassessments or proposed reassessment in our Consolidated Financial Statements. Other Matters Also see Part I, Item 1A, “Risk Factors” in this Annual Report on Form 10-K for Fiscal 2026, as well as Note 15 “Income Taxes” related to certain historical matters arising prior to the Micro Focus Acquisition. NOTE 15— INCOME TAXES 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. 196 Table of Contents 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 Amount % Expected income tax expense at Canadian Federal statutory income tax rate (1) Canadian Federal tax $ 128,832 15.0 % Canadian Provincial tax (2) 33,530 3.9 % 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. 197 Table of Contents 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, 2025 2024 Expected statutory rate 26.50 % 26.50 % Expected provision for income taxes $ 127,749 $ 193,263 Effect of foreign tax rate differences ( 9,275 ) ( 18,338 ) Change in valuation allowance ( 4,040 ) 71,328 Effect of permanent differences 24,908 11,864 Effect of changes in unrecognized tax benefits ( 32,387 ) ( 4,570 ) Effect of withholding taxes 7,479 18,680 Effect of tax credits ( 55,656 ) ( 84,244 ) Effect of accrual for undistributed earnings 4,072 ( 12,421 ) Effect of U.S. BEAT — 17,927 Difference in tax filing positions from provision ( 37,053 ) ( 2,661 ) Impact of internal reorganizations 5,037 59,761 Other items 15,171 13,423 Provision for income taxes $ 46,005 $ 264,012 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, 2026 Federal $ 35,485 Provincial 17,996 Foreign United States 134,297 United Kingdom 15,519 Germany 22,363 India 16,251 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: Year Ended June 30, 2026 2025 2024 Domestic income (loss) $ 361,295 $ 248,942 $ 359,865 Foreign income (loss) 497,582 233,129 369,431 Income before income taxes $ 858,877 $ 482,071 $ 729,296 198 Table of Contents 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, 2026 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, 2025 2024 Current income taxes (recoveries): Domestic $ 13,769 $ 76,571 Foreign 170,852 329,712 Total current income taxes (recoveries) 184,621 406,283 Deferred income taxes (recoveries): Domestic 44,974 17,205 Foreign ( 183,590 ) ( 159,476 ) Total deferred income taxes (recoveries) ( 138,616 ) ( 142,271 ) Provision for income taxes $ 46,005 $ 264,012 199 Table of Contents The primary components of the deferred tax assets and liabilities are as follows, for the periods indicated below: As of June 30, 2026 2025 Deferred tax assets Non-capital loss carryforwards $ 644,940 $ 676,446 Capital loss carryforwards 2,756 5,833 Interest expense carryforwards 141,873 230,658 Capitalized scientific research and development expenses 493,177 451,163 Restructuring costs and other reserves 16,741 18,678 Capitalized inventory and intangible expenses 151,081 123,010 Tax credits 159,914 179,343 Lease liabilities 26,568 36,975 Deferred revenue 54,224 22,759 Share-based compensation 31,717 40,464 Derivatives 57,099 73,074 Other 66,832 62,799 Total deferred tax asset 1,846,922 1,921,202 Valuation allowance ( 620,736 ) ( 651,779 ) Deferred tax liabilities Depreciation and amortization ( 190,713 ) ( 247,606 ) Right of use assets ( 13,329 ) ( 22,754 ) Other ( 84,755 ) ( 60,002 ) Deferred tax liabilities ( 288,797 ) ( 330,362 ) Net deferred tax asset $ 937,389 $ 939,061 Comprised of: Long-term assets 1,077,003 1,080,575 Long-term liabilities ( 139,614 ) ( 141,514 ) Net deferred tax asset $ 937,389 $ 939,061 As of June 30, 2026, we have $ 332.8 million of domestic non-capital loss carryforwards. In addition, we have $ 2.6 billion of foreign non-capital loss carryforwards, which includes $ 406.6 million of U.S. state loss carryforwards. $ 270.0 million of the foreign non-capital loss carryforwards have no expiry date, which includes $ 62.7 million of U.S. state loss carryforwards. The remainder of the domestic and foreign losses expire between 2027 and 2044. In addition, investment tax credits of $ 84.6 million will expire between 2029 and 2046. We believe that sufficient uncertainty exists regarding the realization of certain deferred tax assets that a valuation allowance is required. We continue to evaluate our taxable position quarterly and consider factors by taxing jurisdiction, including but not limited to factors such as estimated taxable income, any historical experience of losses for tax purposes and the future growth of OpenText. 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, 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. 200 Table of Contents The aggregate changes in the balance of our gross unrecognized tax benefits (including interest and penalties) were as follows: Unrecognized tax benefits as of June 30, 2024 $ 180,365 Increases on account of current year positions — Increases on account of prior year positions 8,024 Decreases on account of prior year positions ( 2,612 ) Decreases due to settlements with tax authorities ( 9,569 ) Decreases due to lapses of statutes of limitations ( 36,417 ) Unrecognized tax benefits as of June 30, 2025 139,791 Increases on account of current year positions 2,607 Increases on account of prior year positions 5,609 Decreases on account of prior year positions ( 3,609 ) Decreases due to settlements with tax authorities ( 3,502 ) Decreases due to lapses of statutes of limitations ( 19,560 ) Unrecognized tax benefits as of June 30, 2026 $ 121,336 Included in the above tabular reconciliation are unrecognized tax benefits of $ 54.7 million as of June 30, 2026 (June 30, 2025—$ 56.0 million) relating to tax attributes in which the unrecognized tax benefit has been recorded as a reduction to the deferred tax asset. The net unrecognized tax benefit excluding these deferred tax assets is $ 66.7 million as of June 30, 2026 (June 30, 2025—$ 83.8 million). We recognize interest expense and penalties related to income tax matters in income tax expense. 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, 2026 2025 2024 Interest expense (income) $ ( 4,105 ) $ ( 5,290 ) $ 7,778 Penalties expense ( 704 ) ( 2,175 ) 964 Total $ ( 4,809 ) $ ( 7,465 ) $ 8,742 The following amounts have been accrued on account of income tax-related interest expense and penalties: As of June 30, 2026 As of June 30, 2025 Interest expense accrued (1) $ 10,581 $ 14,686 Penalties accrued (1) $ 1,471 $ 2,121 ______________________ (1) These balances are primarily included within Long-term income taxes payable within the Consolidated Balance Sheets. 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 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. The earliest fiscal years open for examination for our major jurisdictions are 2012 for Canada, 2022 for the United States, 2017 for the United Kingdom and 2017 for Germany. On a quarterly basis we assess the status of these examinations and the potential for adverse outcomes to determine the adequacy of the provision for income and other taxes. Statements regarding the Canada audits are included in Note 14 “Guarantees and Contingencies.” The timing of the resolution of income tax audits is highly uncertain, and the amounts ultimately paid, if any, upon resolution of the issues raised by the taxing authorities may differ from the amounts accrued. It is reasonably possible that within the next 12 months we will receive additional assessments by various tax authorities or possibly reach resolution of income tax audits in one or more jurisdictions. 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 201 Table of Contents vary significantly depending on the ultimate timing and nature of any settlements. We cannot currently provide an estimate of the range of possible outcomes. For more information relating to certain income tax audits, refer to Note 14 “Guarantees and Contingencies.” On July 4, 2025, the One Big Beautiful Bill Act (the OBBBA) was enacted, introducing amendments to U.S. tax laws with various effective dates. Key income tax-related provisions of the OBBBA include provisions related to bonus depreciation, research and development expenditures, interest expense deductibility, and revisions to international tax regimes. The 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. NOTE 16— FAIR VALUE MEASUREMENT ASC Topic 820 “Fair Value Measurement” (Topic 820) defines fair value, establishes a framework for measuring fair value, and addresses disclosure requirements for fair value measurements. Fair value is the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value, in this context, should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk, including our own credit risk. In addition to defining fair value and addressing disclosure requirements, Topic 820 establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels which are determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are: • Level 1—inputs are based upon unadjusted quoted prices for identical instruments traded in active markets. • 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. • 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. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models and similar techniques. 202 Table of Contents Financial Assets and Liabilities Measured at Fair Value Our cash and cash equivalents, along with our accounts receivable and accounts payable and accrued liabilities balances, are measured and recognized in our Consolidated Financial Statements at an amount that approximates the fair value (a Level 2 measurement) due to their short maturities. The carrying value of our other long-term debt facilities approximates the fair value since the interest rate is at market. See Note 11 “Long-Term Debt” for further details. The following table summarizes the fair value of the Company’s financial instruments as of June 30, 2026 and 2025: Fair Value Fair Value Hierarchy June 30, 2026 June 30, 2025 Assets: Available-for-sale financial assets (Note 9) Level 2 $ 17,816 $ 17,721 Available-for-sale financial assets (Note 9) Level 3 27,326 27,353 Derivative asset (Note 17) Level 2 204 2,984 Liabilities: Derivative liability (Note 17) Level 2 $ ( 219,065 ) $ ( 275,810 ) Senior Notes (Note 11) (1) Level 2 ( 4,079,262 ) ( 4,158,921 ) ______________________ (1) Senior Notes are presented within the Consolidated Balance Sheets at amortized cost. See Note 11 “Long-Term Debt” for further details. Changes in Level 3 Fair Value Measurements The following table provides a reconciliation of changes in the fair value of our Level 3 available-for-sale financial assets between June 30, 2025 and June 30, 2026. Available-for-sale financial assets Balance as of June 30, 2025 $ 27,353 Loss recognized in income ( 27 ) Balance as of June 30, 2026 $ 27,326 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. Our discounted cash flow techniques use observable market inputs, such as, where applicable, foreign currency spot and forward rates. Our available-for-sale financial assets are classified as either Level 2 or Level 3. Our Level 2 available-for-sale financial assets are comprised primarily of various debt and equity funds, which are valued utilizing market quotes provided by our third-party custodian. Our Level 3 available-for-sale financial assets are comprised of insurance contracts which are valued by an external insurance expert by applying a discount rate to the future cash flows and taking into account the fixed interest rate, mortality rates and term of the insurance contracts. See Note 9 “Prepaid Expenses and Other Assets” for further details. 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 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 We measure certain assets and liabilities at fair value on a nonrecurring basis. These assets and liabilities are recognized at fair value when they are deemed to be other-than-temporarily impaired. During the years ended 203 Table of Contents 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 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. 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. 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. Net Investment Hedge During the third quarter of Fiscal 2023, the Company designated the € 690 million of 7-year EUR/USD cross currency swaps as net investment hedges in accordance with “Derivatives and Hedging” (Topic 815). The Company utilizes the designated cross currency swaps to protect our EUR-denominated operations against exchange rate fluctuations. The Company assesses the hedge effectiveness of its net investment hedges on a quarterly basis utilizing a method based on the changes in spot price. As such, for derivative instruments designated as net investment hedges, changes in fair value of the designated hedging instruments attributable to fluctuations in the foreign currency spot exchange rates are initially recorded as a component of currency translation adjustments included within Consolidated Statements of Comprehensive Income until the hedged foreign operations are either sold or substantially liquidated. In accordance with Topic 815 certain components of the designated cross currency swaps relating to counterparty credit risk and forward exchange rates were excluded from the above effectiveness assessment. The fair value of these excluded components will be amortized over the life of the hedging instruments within Interest and other related expense, net within the Consolidated Statements of Income. Additionally, we will record the cash flows related to the periodic interest settlements on the 7-year EUR/USD cross currency swaps within the investing activities section of the Consolidated Statements of Cash Flows. Any gains or losses recognized upon settlement of the cross currency swaps will be recorded within the investing activities section of the Consolidated Statements of Cash Flows. Cash Flow Hedge We are engaged in hedging programs with various banks to limit the potential foreign exchange fluctuations incurred on future cash flows relating to a portion of our Canadian dollar payroll expenses. We operate internationally and are therefore exposed to foreign currency exchange rate fluctuations in the normal course of our business, in particular to changes in the Canadian dollar on account of large costs that are incurred from our centralized Canadian operations, which are denominated in Canadian dollars. As part of our risk management strategy, we use foreign currency forward contracts to hedge portions of our payroll exposure with typical maturities of between one and twelve months . We do not use foreign currency forward contracts for speculative purposes. 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 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, 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. dollars in exchange for Canadian dollars was $ 94.6 million (June 30, 2025—$ 93.5 million). 204 Table of Contents Fair Value of Derivative Instruments and Effect of Derivative Instruments on Financial Performance The fair values of outstanding derivative instruments are as follows: As of June 30, 2026 As of June 30, 2025 Instrument Balance Sheet Location Asset Liability Asset Liability Derivatives designated as hedges: Cash flow hedge Prepaid expenses and other current assets (Accounts payable and accrued liabilities) $ — $ ( 2,836 ) $ 2,068 $ — Net investment hedge Prepaid expenses and other current assets (Accounts payable and accrued liabilities) — ( 129,092 ) 124 ( 161,304 ) Total derivatives designated as hedges: — ( 131,928 ) 2,192 ( 161,304 ) Derivatives not designated as hedges: Cross currency swap contracts Prepaid expenses and other current assets (Accounts payable and accrued liabilities) 204 ( 87,137 ) 792 ( 114,506 ) Total derivatives not designated as hedges: 204 ( 87,137 ) 792 ( 114,506 ) Total derivatives $ 204 $ ( 219,065 ) $ 2,984 $ ( 275,810 ) The effects of gains (losses) from derivative instruments on our Consolidated Statements of Income are as follows: Year Ended June 30, Instrument Income Statement Location 2026 2025 2024 Derivatives designated as hedges: Cash flow hedge Operating expenses $ ( 136 ) $ ( 3,443 ) $ ( 1,312 ) Net investment hedge Interest and other related expense, net 375 3,300 3,707 Derivatives not designated as hedges: Cross currency swap contracts Other income (expense), net 27,369 ( 54,666 ) 3,116 Cross currency swap contracts Interest and other related expense, net 458 2,842 3,441 Total $ 28,066 $ ( 51,967 ) $ 8,952 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 Gain (loss) recognized in OCI (loss) on cash flow hedge (effective portion) Unrealized gain (loss) on cash flow hedge $ ( 5,040 ) $ ( 548 ) $ ( 3,670 ) Gain (loss) recognized in OCI (loss) on net investment hedge (effective portion) Net foreign currency translation adjustment 32,914 ( 73,060 ) ( 331 ) Gain (loss) reclassified from AOCI into income (effective portion) - cash flow hedge Operating expenses ( 136 ) ( 3,443 ) ( 1,312 ) Gain (loss) reclassified from AOCI into income (excluded from effectiveness testing) - net investment hedge Interest and other related expense, net 2,244 2,244 2,244 205 Table of Contents NOTE 18— SPECIAL CHARGES (RECOVERIES) Special charges (recoveries) include costs and recoveries that relate to certain restructuring initiatives that we have undertaken from time to time under our various restructuring plans, as well as acquisition-and divestiture-related costs and other similar charges. Year Ended June 30, 2026 2025 2024 Business Optimization Plan $ 96,010 $ 127,924 $ — Micro Focus Acquisition Restructuring Plan ( 122 ) 1,549 74,267 Other historical restructuring plans ( 473 ) ( 790 ) ( 253 ) Divestiture-related costs 21,809 4,780 46,640 Acquisition-related costs 867 2,311 2,036 Other charges (recoveries) 14,929 10,116 12,615 Total $ 133,020 $ 145,890 $ 135,305 Business Optimization Plan During the first quarter of Fiscal 2025, we made a strategic decision to align the Company’s workforce to support its growth and innovation plans (the Business Optimization Plan). The Business Optimization Plan charges relate to facility costs and workforce reductions. During the