otex-20260507
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________________
FORM 8-K
______________________

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 7, 2026
______________________
Open Text Corporation
(Exact name of Registrant as specified in its charter)
______________________
Canada0-2754498-0154400
(State or Other Jurisdiction
of Incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)
275 Frank Tompa Drive, Waterloo, Ontario, Canada N2L 0A1
(Address of principal executive offices)
(519) 888-7111
(Registrant's telephone number, including area code)
______________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class 
Trading Symbol(s)Name of each exchange on which registered
Common stock without par valueOTEXNASDAQ Global Select Market
  
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 2.02     Results of Operations and Financial Condition
The following information is furnished pursuant to Item 2.02, “Results of Operations and Financial Condition.”
On May 7, 2026, Open Text Corporation (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.
The information in this Item 2.02 and the exhibits attached hereto are furnished to, but not “filed” with, the Securities and Exchange Commission (“SEC”) and shall not be deemed to be incorporated by reference into any of the Company’s filings with the SEC under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 8.01    Other Events
The following information is filed pursuant to Item 8.01 “Other Events”.
Cash Dividends
Pursuant to the Company's dividend policy, the Board of Directors of the Company has declared a dividend of $0.275 per Common Share, payable on June 19, 2026, to the shareholders of the Company of record on June 5, 2026.
OpenText believes strongly in returning value to its shareholders and intends to maintain its dividend program. Any future declarations of dividends and the establishment of future record and payment dates are all subject to the final determination and discretion of the Board of Directors.
The declaration, payment and amount of any future dividends will be made pursuant to the Company's dividend policy and is subject to final determination each quarter by the Board of Directors in its discretion based on a number of factors that it deems relevant, including the Company's financial position, results of operations, available cash resources, cash requirements and alternative uses of cash that the Board of Directors may conclude would be in the best interest of the shareholders of the Company. Payment of dividends is also subject to relevant contractual limitations, including those in the Company's existing credit agreements. Accordingly, there can be no assurance that any future dividends will be equal or similar in amount to any dividends previously paid or that the Board of Directors will not decide to reduce, suspend or discontinue the payment of dividends in the future.

Item  9.01    Financial Statements and Exhibits

(d)    Exhibits
 
Exhibit No. 
Description 
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 

  OPEN TEXT CORPORATION
May 7, 2026
 By:
/s/ STEVE RAI
   
Steve Rai
Executive Vice President, Chief Financial Officer

 


Exhibit Index
 
Exhibit No. 
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Exhibit 99.1
OpenText Reports Third Quarter Fiscal Year 2026 Financial Results

Total Revenues of $1.28B, Cloud Revenue Grows 6.6% Y/Y
Delivers Net Income Margin of 13%, Robust Adjusted EBITDA Margin of 34%
Ayman Antoun Officially Joins as OpenText CEO effective April 20, 2026
Fiscal 2026 Third Quarter Highlights (in millions)(1)

Total RevenuesCloud Revenues
Profitability
Diluted EPS
Cash Flows
Net Income
A-EBITDA
GAAP
Non-GAAP
Operating
Free Cash Flows
$1,283$493$173$438$0.70$1.01$355$305
+2.2% Y/Y
+6.6% Y/Y
13.5% margin
34.1% margin
+100.0% Y/Y
+23.2% Y/Y
-11.8% Y/Y
-18.4% Y/Y

Waterloo, ON, May 7, 2026 - Open Text Corporation (NASDAQ: OTEX), (TSX: OTEX), today announced its financial results for the third quarter ended March 31, 2026.

“I am delighted to join OpenText at a defining moment for our clients and our industry. Data is a company’s most precious natural resource, and OpenText is uniquely positioned to help clients securely unlock the value of that data to solve complex challenges and win,” said Ayman Antoun, OpenText CEO. “I am focused on listening and learning, energized by the momentum already built, and the opportunity ahead to drive disciplined execution, strong client outcomes, and sustainable growth.”
Ayman Antoun, OpenText Chief Executive Officer
“OpenText had a strong quarter, driven by 6.6% year-over-year revenue growth in our cloud business as our clients continue to manage and secure their data for enterprise AI,” said James McGourlay, OpenText President, CCO. “As large enterprises move to the cloud, we enable choice and flexibility to help them innovate, while meeting data regulation requirements. I am pleased to welcome Ayman Antoun as OpenText’s Chief Executive Officer, and I look forward to working closely with him as we remain focused on delivering solutions that support our clients’ success.”
James McGourlay, OpenText President, Chief Client Officer
(OpenText Interim Chief Executive Officer in Q3 FY’26)
“Operational discipline supported our resilient business model delivering solid margin and free cash flow performance in the quarter,” said Steve Rai, OpenText EVP, CFO. “Our strong cash flow and capital allocation flexibility enabled the repurchase and cancellation of 9.7 million shares in Q3. We ended the quarter with 242.2 million shares outstanding, a reduction of 6.7% year-over-year.”
Steve Rai, OpenText Executive Vice President, Chief Financial Officer
Third Quarter Financial Highlights Y/Y
•Total revenues: $1.283 billion, +2.2% Y/Y
•Annual recurring revenues (ARR): $1.058 billion, +2.7% Y/Y
•Cloud revenues: $493 million, +6.6% Y/Y, 21 consecutive quarters of cloud organic growth
•Quarterly enterprise cloud bookings(2): $196 million, +29.6% Y/Y
•Cash flows: Operating $355 million and free cash flows(3) $305 million
•Net income: GAAP $173 million, +86.0% Y/Y, Non-GAAP(3) $250 million, +15.9% Y/Y
•Adjusted EBITDA(3) of $438 million, margin of 34.1%
•Diluted earnings per share (EPS): GAAP $0.70, Non-GAAP(3) $1.01
•Capital returns of $313 million including $66 million via dividends and $247 million of share repurchases
(1) Numbers presented are in millions of US dollars, except for per share or percentage metrics.
(2) Enterprise cloud bookings is defined as the total value from cloud services and subscription contracts, entered into in the period that are new, committed and incremental to our existing contracts, entered into with our enterprise based clients.
(3) Please see Note 2 “Use of Non-GAAP Financial Measures” to the condensed consolidated financial statements below.
1

Financial Highlights for Q3 Fiscal 2026 with Year Over Year Comparisons
Summary of Quarterly Results
(In millions, except per share data)
Q3 FY’26
Q3 FY’25
$ Change % Change 
Q3 FY’26 in CC*
% Change in CC*
Revenues:
Cloud services and subscriptions$493 $463 $30 6.6 %$477 3.2 %
Customer support$565 $567 $(3)(0.4)%$538 (5.1)%
Total annual recurring revenues**$1,058 $1,030 $28 2.7 %$1,016 (1.4)%
License$145 $138 $7 4.9 %$137 (0.7)%
Professional service and other$80 $86 $(6)(7.4)%$75 (13.0)%
Total revenues$1,283 $1,254 $28 2.2 %$1,228 (2.1)%
GAAP-based operating income$201 $209 $(8)(3.8)%N/AN/A
Non-GAAP-based operating income (1)
$404 $363 $41 11.3 %$376 3.7 %
GAAP-based net income attributable to OpenText$173 $93 $80 86.0 %N/AN/A
Non-GAAP-based net income attributable to OpenText (1)
$250 $216 $34 15.9 %$231 6.9 %
GAAP-based EPS, diluted$0.70 $0.35 $0.35 100.0 %N/AN/A
Non-GAAP-based EPS, diluted (1)
$1.01 $0.82 $0.19 23.2 %$0.93 13.4 %
Adjusted EBITDA (1)
$438 $395 $43 10.8 %$410 3.7 %
Operating cash flows$355 $402 $(48)(11.8)%N/AN/A
Free cash flows (1)
$305 $374 $(69)(18.4)%N/AN/A
Summary of YTD Results
(In millions, except per share data)
FY’26 YTD
FY’25 YTD
$ Change % Change 
FY’26 YTD in CC*
% Change in CC*
Revenues:
Cloud services and subscriptions$1,456 $1,382 $74 5.3 %$1,425 3.1 %
Customer support$1,734 $1,753 $(20)(1.1)%$1,680 (4.2)%
Total annual recurring revenues**$3,189 $3,135 $54 1.7 %$3,104 (1.0)%
License$464 $453 $11 2.4 %$449 (1.0)%
Professional service and other$244 $269 $(25)(9.3)%$235 (12.8)%
Total revenues$3,897 $3,858 $40 1.0 %$3,788 (1.8)%
GAAP-based operating income$763 $711 $52 7.3 %N/AN/A
Non-GAAP-based operating income (1)
$1,291 $1,244 $47 3.8 %$1,227 (1.4)%
GAAP-based net income attributable to OpenText$487 $407 $80 19.7 %N/AN/A
Non-GAAP-based net income attributable to OpenText (1)
$803 $758 $45 5.9 %$757 (0.2)%
GAAP-based EPS, diluted$1.94 $1.53 $0.41 26.8 %N/AN/A
Non-GAAP-based EPS, diluted (1)
$3.19 $2.85 $0.34 11.9 %$3.01 5.6 %
Adjusted EBITDA (1)
$1,397 $1,341 $56 4.2 %$1,331 (0.7)%
Operating cash flows$821 $672 $149 22.1 %N/AN/A
Free cash flows (1)
$686 $563 $122 21.7 %N/AN/A
(1) Please see Note 2 “Use of Non-GAAP Financial Measures” to the condensed consolidated financial statements below.
Note: Items in tables may not add due to rounding. Percentages presented are calculated based on the underlying amounts.
*CC: Constant currency for this purpose is defined as the current period reported revenues/expenses/earnings represented at the prior comparative period’s foreign exchange rate.
**Annual recurring revenue is defined as the sum of Cloud services and subscriptions revenue and Customer support revenue.


2

Dividend
As part of the quarterly, non-cumulative cash dividend program, the Board declared on May 5, 2026, a cash dividend of $0.275 per common share. The record date for this dividend is June 5, 2026 and the payment date is June 19, 2026. OpenText believes strongly in returning value to its shareholders. Any future declarations of dividends and the establishment of future record and payment dates are all subject to the final determination and discretion of the Board of Directors.
Quarterly Business Highlights
•OpenText Appoints James McGourlay as President, Chief Client Officer
•OpenText Enterprise Data and AI Solutions to be Available on AWS European Sovereign Cloud
•OpenText and S3NS Partner to Deliver European Sovereign Cloud Solutions with Google Cloud
•OpenText released a new global report, “Managing Risks and Optimizing the Value of AI, GenAI & Agentic AI,” developed in partnership with the Ponemon Institute
•OpenText Increases Share Repurchase Program to US$500 Million
•OpenText had a number of key client wins in the quarter representing a diverse set of industries across the globe.
•Key wins in the Americas included: HDR, Inc., HPE Aruba Networking, KeyBank, KNS International, M&T Bank, Ochin, Ricoh Corporation.
•Key wins in EMEA and the rest of the world included: Almac Group, Atruvia, Aydem Energy, Bank Aston (Guernsey), Hargassner, LuLu Group, Michelin, Mtrix Gmbh, National Grid, Saipem, Sanral, SASSA, TenneT Holding.
Summary of Quarterly Results
 
Q3 FY’26
Q2 FY’26
Q3 FY’25
% Change 
(Q3 FY’26 vs Q2 FY’26)
% Change
(Q3 FY’26 vs Q3 FY’25)
Revenue (millions)$1,283 $1,327 $1,254 (3.3)%2.2 %
GAAP-based gross margin73.1 %74.0 %71.6 %(90)bps150 bps
Non-GAAP-based gross margin (1)
76.7 %77.6 %75.7 %(90)bps100 bps
GAAP-based EPS, diluted$0.70 $0.66 $0.35 6.1 %100.0 %
Non-GAAP-based EPS, diluted (1)
$1.01 $1.13 $0.82 (10.6)%23.2 %
(1) Please see Note 2 “Use of Non-GAAP Financial Measures” to the condensed consolidated financial statements below.
Conference Call Information
OpenText posted an investor presentation on its Investor Relations website and invites the public to listen to the earnings conference call webcast on Thursday, May 7, 2026 at 5:00 p.m. ET (2:00 p.m. PT) from the Investor Relations section of the Company’s website at https://investors.opentext.com. To join the webcast instantly, use this webcast link. A webcast replay will be available shortly following completion of the live call.
Please see below note (2) for a reconciliation of U.S. GAAP-based financial measures used in this press release to Non-GAAP-based financial measures.

For more information, please contact:
Greg Secord
Vice President, Global Head of Investor Relations
Open Text Corporation
(416) 956 0380 (Canada) / (415) 963 0825 (U.S.)
[email protected]

Copyright © 2026 OpenText. All Rights Reserved. Trademarks owned by OpenText. One or more patents may cover this product(s). For more information, please visit https://www.opentext.com/patents.
3

About OpenText
OpenText™ is a global leader in data management for enterprise AI, helping organizations protect, govern, and activate their data with confidence. Our technologies turn data into information with context to form the knowledge base for enterprise AI. Learn more at www.opentext.com.
4

Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this press release, including statements about Open Text Corporation (“OpenText” or “the Company”) on growth, profitability and future of Information Management, including returning to growth, strategic capital allocation, delivering sustained margin and free cash flow growth, reinvestment in core business, and generating returns for investors; expected future performance, including competitive position of and innovation to certain products and ability to build long-term shareholder value; client benefits from products; A-EBITDA expansion; executing the Company’s capital allocation strategy, including expected return to shareholders; execution of Business Optimization Plan and other savings initiatives, including timing, costs, savings, associated benefits thereof and potential adjustments of amounts thereto; projected outlook, estimates and business model; portfolio shaping opportunities and divestiture of non-core assets, including benefits from and timing of such transactions and use of proceeds therefrom; future total and cloud revenues, operating expenses, margins, RPO, cRPO, free cash flows, earnings, interest expense and capital expenditures; net leverage and savings estimates and timing thereof; market share of our products; innovation road map; estimated annualized dividend; expected size and timing of the share repurchase program, including execution thereof; future tax rates; renewal rates; new platform and product offerings, including reinvestment therein and associated benefits to clients; internal automation and AI leverage, including our AI strategy, vision and growth; and other matters, which may contain words such as “anticipates”, “expects”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “may”, “could”, “would”, “might”, “will” and variations of these words or similar expressions are intended to identify forward-looking statements or information under applicable securities laws (forward-looking statements). In addition, any statements or information that refer to expectations, beliefs, plans, projections, objectives, performance or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements, and are based on our current expectations, forecasts and projections about the operating environment, economies and markets in which we operate. Forward-looking statements reflect our current estimates, beliefs and assumptions, which are based on management's perception of historic trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances, such as certain assumptions about the economy, as well as market, financial and operational assumptions. Management's estimates, beliefs and assumptions, including statements regarding future outlook, estimates and business models, are inherently subject to significant business, economic, competitive and other uncertainties and contingencies regarding future events and, as such, are subject to change and are not considered guidance. We can give no assurance that such estimates, beliefs and assumptions will prove to be correct. Future declarations of dividends are also subject to the final determination and discretion of the Board of Directors, and an annualized dividend has not been approved or declared by the Board. Forward-looking statements involve known and unknown risks and uncertainties such as those relating to: all statements regarding the expected future financial position, results of operations, revenues, expenses, margins, cash flows, dividends, share buybacks, financing plans, business strategy, budgets, capital expenditures, competitive positions, growth opportunities, plans and objectives of management, including any anticipated synergy benefits; incurring unanticipated costs, delays or difficulties; and our ability to develop, protect and maintain our intellectual property and proprietary technology and to operate without infringing on the proprietary rights of others. We rely on a combination of copyright, patent, trademark and trade secret laws, non-disclosure agreements and other contractual provisions to establish and maintain our proprietary rights, which are important to our success. From time to time, we may also enforce our intellectual property rights through litigation in line with our strategic and business objectives. The actual results that OpenText achieves may differ materially from any forward-looking statements. For additional information with respect to risks and other factors which could occur, see the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other securities filings with the Securities and Exchange Commission (SEC) and other securities regulators. Readers are cautioned not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. Unless otherwise required by applicable securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Further, readers should note that we may announce information using our website, press releases, securities law filings, public conference calls, webcasts and the social media channels identified on the Investors section of our website (https://investors.opentext.com). Such social media channels may include the Company's or our executive's blog, X, formerly known as Twitter, account or LinkedIn account. The information posted through such channels may be material. Accordingly, readers should monitor such channels in addition to our other forms of communication.


5

OPEN TEXT CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands of U.S. dollars, except share data)

 March 31, 2026June 30, 2025
ASSETS(unaudited) 
Cash and cash equivalents$1,254,144 $1,156,496 
Accounts receivable trade, net of allowance for credit losses of $14,950 as of March 31, 2026 and $14,258 as of June 30, 2025
620,742 659,675 
Contract assets66,891 77,920 
Income taxes recoverable49,740 108,792 
Prepaid expenses and other current assets215,216 198,575 
Assets held for sale176,822 — 
Total current assets2,383,555 2,201,458 
Property and equipment, net of accumulated depreciation of $738,215 as of March 31, 2026 and $835,324 as of June 30, 2025
391,182 375,252 
Operating lease right of use assets138,829 197,977 
Long-term contract assets49,435 49,293 
Goodwill7,325,034 7,517,463 
Acquired intangible assets1,582,880 1,976,591 
Deferred tax assets1,059,913 1,080,575 
Other assets307,720 307,693 
Long-term income taxes recoverable86,553 67,762 
Total assets$13,325,101 $13,774,064 
LIABILITIES AND SHAREHOLDERS’ EQUITY
  
Current liabilities: 
Accounts payable and accrued liabilities$898,681 $1,026,583 
Current portion of long-term debt35,850 35,850 
Operating lease liabilities62,606 75,914 
Deferred revenues1,508,469 1,515,382 
Income taxes payable— 93,325 
Liabilities held for sale29,197 — 
Total current liabilities2,534,803 2,747,054 
Long-term liabilities:  
Accrued liabilities38,292 42,312 
Pension liability, net
139,889 132,215 
Long-term debt6,174,658 6,342,071 
Long-term operating lease liabilities141,239 189,949 
Long-term deferred revenues159,858 168,757 
Long-term income taxes payable66,634 79,604 
Deferred tax liabilities105,601 141,514 
Total long-term liabilities6,826,171 7,096,422 
Shareholders’ equity:  
Share capital and additional paid-in capital  
242,230,377 and 254,784,391 Common Shares issued and outstanding at March 31, 2026 and June 30, 2025, respectively; authorized Common Shares: unlimited
2,137,801 2,193,985 
Accumulated other comprehensive income (loss)(47,251)(67,067)
Retained earnings1,945,539 1,940,113 
Treasury stock, at cost (2,584,757 and 4,648,036 shares at March 31, 2026 and June 30, 2025, respectively)
(73,863)(138,164)
Total OpenText shareholders’ equity3,962,226 3,928,867 
Non-controlling interests1,901 1,721 
Total shareholders’ equity3,964,127 3,930,588 
Total liabilities and shareholders’ equity$13,325,101 $13,774,064 


6

OPEN TEXT CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands of U.S. dollars, except share and per share data)
(unaudited)

 Three Months Ended
March 31,		Nine Months Ended
March 31,
 2026202520262025
Revenues:
Cloud services and subscriptions$492,929 $462,614 $1,455,522 $1,381,944 
Customer support564,845 567,379 1,733,611 1,753,464 
License145,085 138,363 463,860 453,099 
Professional service and other79,645 86,007 244,382 269,361 
Total revenues1,282,504 1,254,363 3,897,375 3,857,868 
Cost of revenues:
Cloud services and subscriptions177,360 174,186 519,829 521,731 
Customer support56,064 61,733 178,625 186,963 
License4,976 7,504 21,118 20,497 
Professional service and other63,509 65,487 189,084 200,443 
Amortization of acquired technology-based intangible assets43,322 47,199 131,730 141,646 
Total cost of revenues345,231 356,109 1,040,386 1,071,280 
Gross profit937,273 898,254 2,856,989 2,786,588 
Operating expenses:
Research and development171,166 197,333 498,603 568,753 
Sales and marketing282,624 260,102 827,674 779,913 
General and administrative108,667 115,718 324,541 321,804 
Depreciation34,311 32,474 105,499 96,524 
Amortization of acquired customer-based intangible assets65,408 79,683 223,614 242,235 
Special charges (recoveries)73,884 3,854 114,141 66,228 
Total operating expenses736,060 689,164 2,094,072 2,075,457 
Income from operations
201,213 209,090 762,917 711,131 
Other income (expense), net80,231 (26,578)80,187 6,382 
Interest and other related expense, net(74,409)(78,816)(234,750)(246,713)
Income before income taxes
207,035 103,696 608,354 470,800 
Provision for income taxes
34,282 10,842 120,815 63,618 
Net income for the period
$172,753 $92,854 $487,539 $407,182 
Net (income) attributable to non-controlling interests
(101)(49)(180)(147)
Net income attributable to OpenText
$172,652 $92,805 $487,359 $407,035 
Earnings per share—basic attributable to OpenText$0.70 $0.35 $1.94 $1.54 
Earnings per share—diluted attributable to OpenText$0.70 $0.35 $1.94 $1.53 
Weighted average number of Common Shares outstanding—basic (in ‘000’s)
247,837 262,841 251,179 265,132 
Weighted average number of Common Shares outstanding—diluted (in ‘000’s)
247,962 263,834 251,577 265,610 





7

OPEN TEXT CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands of U.S. dollars)
(unaudited)

 Three Months Ended
March 31,		Nine Months Ended
March 31,
 2026202520262025
Net income for the period
$172,753 $92,854 $487,539 $407,182 
Other comprehensive income (loss)—net of tax:
Net foreign currency translation adjustments(168)(1,511)28,852 (5,534)
Unrealized gain (loss) on cash flow hedges:
Unrealized gain (loss)—net of tax (1)
(1,199)(46)(2,206)(3,580)
(Gain) loss reclassified into net income—net of tax (2)
(256)1,371 (323)2,643 
Unrealized gain (loss) on available-for-sale financial assets:
Unrealized gain (loss)—net of tax (3)
(270)(395)401 289 
Actuarial gain (loss) relating to defined benefit pension plans:
Actuarial gain (loss)—net of tax (4)
(6,945)— (6,945)(1,045)
Amortization of actuarial (gain) loss into net income—net of tax (5)
19 513 37 999 
Total other comprehensive income (loss), net for the period
(8,819)(68)19,816 (6,228)
Total comprehensive income
163,934 92,786 507,355 400,954 
Comprehensive income attributable to non-controlling interests
(101)(49)(180)(147)
Total comprehensive income attributable to OpenText
$163,833 $92,737 $507,175 $400,807 
______________________________
(1)Net of tax expense (recovery) of $(432) and $(17) for the three months ended March 31, 2026 and 2025, respectively; $(795) and $(1,291) for the nine months ended March 31, 2026 and 2025, respectively.
(2)Net of tax expense (recovery) of $(92) and $494 for the three months ended March 31, 2026 and 2025, respectively; $(117) and $952 for the nine months ended March 31, 2026 and 2025, respectively.
(3)Net of tax expense (recovery) of $(129) and $91 for the three months ended March 31, 2026 and 2025, respectively; $180 and $316 for the nine months ended March 31, 2026 and 2025, respectively.
(4)Net of tax expense (recovery) of $(2,432) and $— for the three months ended March 31, 2026 and 2025, respectively; $(2,432) and $(43) for the nine months ended March 31, 2026 and 2025, respectively.
(5)Net of tax expense (recovery) of $(20) and $83 for the three months ended March 31, 2026 and 2025, respectively; $(37) and $267 for the nine months ended March 31, 2026 and 2025, respectively.
8

OPEN TEXT CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(In thousands of U.S. dollars and shares)
(unaudited)

Three Months Ended March 31, 2026
Common Shares and Additional Paid in CapitalTreasury StockRetained
Earnings		Accumulated  Other
Comprehensive
Income		Non-Controlling InterestsTotal
SharesAmountSharesAmount
Balance as of December 31, 2025
251,676 $2,183,939 (2,584)$(73,863)$1,971,950 $(38,432)$1,800 $4,045,394 
Issuance of Common Shares
Under employee stock option plans— 10 — — — — — 10 
Under employee stock purchase plans233 6,557 — — — — — 6,557 
Share-based compensation— 20,008 — — — — — 20,008 
Purchase of treasury stock— — (87)(2,849)— — — (2,849)
Issuance of treasury stock— (2,849)86 2,849 — — — — 
Repurchase of Common Shares(9,679)(69,864)— — (131,846)— — (201,710)
Dividends declared
($0.275 per Common Share)
— — — — (67,217)— — (67,217)
Other comprehensive income (loss) - net— — — — — (8,819)— (8,819)
Net income for the period— — — — 172,652 — 101 172,753 
Balance as of March 31, 2026
242,230 $2,137,801 (2,585)$(73,863)$1,945,539 $(47,251)$1,901 $3,964,127 

Three Months Ended March 31, 2025
Common Shares and Additional Paid in CapitalTreasury StockRetained
Earnings		Accumulated  Other
Comprehensive
Income		Non-Controlling InterestsTotal
SharesAmountSharesAmount
Balance as of December 31, 2024
263,728 $2,275,583 (4,226)$(144,432)$2,174,514 $(75,779)$1,621 $4,231,507 
Issuance of Common Shares
Under employee stock option plans— 3 — — — — — 3 
Under employee stock purchase plans273 6,551 — — — — — 6,551 
Share-based compensation— 23,000 — — — — — 23,000 
Purchase of treasury stock— — (297)(7,564)— — — (7,564)
Issuance of treasury stock— (73,720)2,010 74,322 (425)— — 177 
Repurchase of Common Shares(4,351)(31,405)— — (115,412)— — (146,817)
Dividends declared
($0.2625 per Common Share)
— — — — (69,235)— — (69,235)
Other comprehensive income (loss) - net— — — — — (68)— (68)
Net income for the period— — — — 92,805 — 49 92,854 
Balance as of March 31, 2025
259,650 $2,200,012 (2,513)$(77,674)$2,082,247 $(75,847)$1,670 $4,130,408 


9

OPEN TEXT CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(In thousands of U.S. dollars and shares)
(unaudited)

Nine Months Ended March 31, 2026
Common Shares and Additional Paid in CapitalTreasury StockRetained
Earnings		Accumulated  Other
Comprehensive
Income		Non-Controlling InterestsTotal
SharesAmountSharesAmount
Balance as of June 30, 2025254,784 $2,193,985 (4,648)$(138,164)$1,940,113 $(67,067)$1,721 $3,930,588 
Issuance of Common Shares
Under employee stock option plans882 27,311 — — — — — 27,311 
Under employee stock purchase plans789 21,979 — — — — — 21,979 
Share-based compensation— 58,808 — — — — — 58,808 
Purchase of treasury stock— — (87)(2,849)— — — (2,849)
Issuance of treasury stock— (61,626)2,150 67,150 — — — 5,524 
Repurchase of Common Shares(14,225)(102,656)— — (275,949)— — (378,605)
Dividends declared
($0.825 per Common Share)
— — — — (205,984)— — (205,984)
Other comprehensive income (loss) - net— — — — — 19,816 — 19,816 
Net income for the period— — — — 487,359 — 180 487,539 
Balance as of March 31, 2026
242,230 $2,137,801 (2,585)$(73,863)$1,945,539 $(47,251)$1,901 $3,964,127 

Nine Months Ended March 31, 2025
Common Shares and Additional Paid in CapitalTreasury StockRetained
Earnings		Accumulated  Other
Comprehensive
Income		Non-Controlling InterestsTotal
SharesAmountSharesAmount
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 plans70 1,883 — — — — — 1,883 
Under employee stock purchase plans992 25,722 — — — — — 25,722 
Share-based compensation— 82,801 — — — — — 82,801 
Purchase of treasury stock— — (2,484)(72,587)— — — (72,587)
Issuance of treasury stock— (115,556)3,107 118,181 (1,127)— — 1,498 
Repurchase of Common Shares(9,213)(66,724)— — (233,668)— — (300,392)
Dividends declared
($0.7875 per Common Share)
— — — — (209,152)— — (209,152)
Other comprehensive income (loss) - net— — — — — (6,228)— (6,228)
Net income for the period— — — — 407,035 — 147 407,182 
Balance as of March 31, 2025
259,650 $2,200,012 (2,513)$(77,674)$2,082,247 $(75,847)$1,670 $4,130,408 
10

OPEN TEXT CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands of U.S. dollars)
(unaudited)
Three Months Ended
March 31,		Nine Months Ended
March 31,
 2026202520262025
Cash flows from operating activities:
Net income for the period
$172,753 $92,854 $487,539 $407,182 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of intangible assets143,041 159,356 460,843 480,405 
Share-based compensation expense19,877 23,000 58,790 82,919 
Pension expense3,066 3,381 9,294 10,194 
Amortization of debt discount and issuance costs
5,564 5,539 17,176 16,334 
Write-off of right of use assets3,329 46 11,173 1,431 
Gain on divestiture
(64,311)— (64,311)— 
Adjustment to gain on AMC Divestiture— — — 4,175 
Loss on extinguishment of debt5,301 — 5,301 — 
Loss on sale and write down of property and equipment, net3,545 289 6,368 728 
Deferred taxes(1,942)(38,794)(34,741)(91,771)
Share in net (income) of equity investees
(16)(1,644)(7,649)(3,637)
Changes in derivative instruments
(14,513)9,836 (25,262)(10,778)
Changes in operating assets and liabilities:
Accounts receivable53,501 70,030 113,991 111,909 
Contract assets(25,881)(36,155)(95,559)(96,101)
Prepaid expenses and other current assets(30,055)(17,401)(19,887)37,177 
Income taxes(23,263)12,578 (55,927)(184,149)
Accounts payable and accrued liabilities43,167 46,802 (55,325)(81,308)
Deferred revenue68,173 82,367 18,758 10,960 
Other assets(1,946)(6,146)5,431 (7,582)
Operating lease assets and liabilities, net(4,797)(3,697)(14,988)(15,661)
Net cash provided by operating activities
354,593 402,241 821,015 672,427 
Cash flows from investing activities:
Additions of property and equipment(49,720)(28,412)(135,469)(108,997)
Proceeds from divestiture
162,879 — 162,879 — 
Adjustment to proceeds from AMC Divestiture— — — (11,686)
Proceeds from interest on derivative instruments
(865)2,647 5 5,166 
Settlement of derivative instruments— (10,380)— (10,380)
Other investing activities— 582 632 6,474 
Net cash provided by (used in) investing activities
112,294 (35,563)28,047 (119,423)
Cash flows from financing activities:
Proceeds from issuance of Common Shares from exercise of stock options and ESPP7,964 8,185 49,463 25,925 
Repayment of long-term debt and Revolver(171,963)(8,962)(189,889)(26,888)
Net change in transition services agreement obligation1,371 (37,215)1,371 (15,277)
Debt issuance costs— — — (1,066)
Repurchase of Common Shares(246,952)(114,563)(404,577)(267,969)
Purchase of treasury stock(1,326)(5,136)(1,326)(70,159)
Payments of dividends to shareholders(66,233)(67,961)(202,968)(205,335)
Other financing activities(1,523)— (1,523)— 
Net cash used in financing activities
(478,662)(225,652)(749,449)(560,769)
Foreign exchange gain (loss) on cash held in foreign currencies
(5,838)14,660 (2,335)4,866 
Increase (decrease) in cash, cash equivalents and restricted cash during the period
(17,613)155,686 97,278 (2,899)
Cash, cash equivalents and restricted cash at beginning of the period1,272,997 1,124,208 1,158,106 1,282,793 
Cash, cash equivalents and restricted cash at end of the period$1,255,384 $1,279,894 $1,255,384 $1,279,894 
11

OPEN TEXT CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands of U.S. dollars)
(unaudited)


Reconciliation of cash, cash equivalents and restricted cash:March 31, 2026March 31, 2025
Cash and cash equivalents$1,254,144 $1,277,950 
Restricted cash (1)
1,240 1,944 
Total cash, cash equivalents and restricted cash$1,255,384 $1,279,894 
(1)Restricted cash is classified under the Prepaid expenses and other current assets and Other assets line items on the Condensed Consolidated Balance Sheets.






12

Notes
(1)    All dollar amounts in this press release are in U.S. Dollars unless otherwise indicated.
(2)    Use of Non-GAAP Financial Measures: In addition to reporting financial results in accordance with U.S. GAAP, the Company provides certain financial measures that are not in accordance with U.S. GAAP (Non-GAAP). These Non-GAAP financial measures have certain limitations in that they do not have a standardized meaning and thus the Company’s definition may be different from similar Non-GAAP financial measures used by other companies and/or analysts and may differ from period to period. Thus it may be more difficult to compare the Company’s financial performance to that of other companies. However, the Company’s management compensates for these limitations by providing the relevant disclosure of the items excluded in the calculation of these Non-GAAP financial measures both in its reconciliation to the U.S. GAAP financial measures and its condensed consolidated financial statements, all of which should be considered when evaluating the Company’s results.
The Company uses these Non-GAAP financial measures to supplement the information provided in its condensed consolidated financial statements, which are presented in accordance with U.S. GAAP. The presentation of Non-GAAP financial measures is not meant to be a substitute for financial measures presented in accordance with U.S. GAAP, but rather should be evaluated in conjunction with and as a supplement to such U.S. GAAP measures. OpenText strongly encourages investors to review its financial information in its entirety and not to rely on a single financial measure. The Company therefore believes that despite these limitations, it is appropriate to supplement the disclosure of the U.S. GAAP measures with certain Non-GAAP measures defined below.
Non-GAAP-based net income and Non-GAAP-based EPS, attributable to OpenText, are consistently calculated as GAAP-based net income (loss) or earnings (loss) per share, attributable to OpenText, on a diluted basis, excluding the effects of the amortization of acquired intangible assets, other income (expense), share-based compensation, and special charges (recoveries), all net of tax and any tax benefits/expense items unrelated to current period income, as further described in the tables below. Non-GAAP-based gross profit is the arithmetical sum of GAAP-based gross profit and the amortization of acquired technology-based intangible assets and share-based compensation within cost of sales. Non-GAAP-based gross margin is calculated as Non-GAAP-based gross profit expressed as a percentage of total revenue. Non-GAAP-based income from operations is calculated as GAAP-based income from operations, excluding the amortization of acquired intangible assets, special charges (recoveries), and share-based compensation expense.
Adjusted EBITDA is defined and calculated as GAAP-based net income (loss), attributable to OpenText, excluding interest income (expense), provision for (recovery of) income taxes, depreciation and amortization of acquired intangible assets, other income (expense), share-based compensation and special charges (recoveries). Adjusted EBITDA margin is calculated as adjusted EBITDA expressed as a percentage of total revenue.
Free cash flows is defined and calculated as GAAP-based cash flows provided by operating activities less capital expenditures.
The Company’s management believes that the presentation of the above defined Non-GAAP financial measures provides useful information to investors because they portray the financial results of the Company before the impact of certain non-operational charges. The use of the term “non-operational charge” is defined for this purpose as an expense that does not impact the ongoing operating decisions taken by the Company’s management. These items are excluded based upon the way the Company’s management evaluates the performance of the Company’s business for use in the Company’s internal reports and are not excluded in the sense that they may be used under U.S. GAAP.
The Company does not acquire businesses on a predictable cycle, and therefore believes that the presentation of Non-GAAP measures, which in certain cases adjust for the impact of amortization of intangible assets and the related tax effects that are primarily related to acquisitions, will provide readers of financial statements with a more consistent basis for comparison across accounting periods and be more useful in helping readers understand the Company’s operating results and underlying operational trends. Additionally, the Company has engaged in various restructuring activities over the past several years, primarily due to acquisitions and most recently in response to our return to office planning, that have resulted in costs associated with reductions in headcount, consolidation of leased facilities and related costs, all which are recorded under the Company’s “Special charges (recoveries)” caption on the Condensed Consolidated Statements of Income. Each restructuring activity is a discrete event based on a unique set of business objectives or circumstances, and each differs in terms of its operational implementation, business impact and scope, and the size of each restructuring plan can vary significantly from period to period. Therefore, the Company believes that the exclusion of these special charges (recoveries) will also better aid readers of financial statements in the understanding and comparability of the Company’s operating results and underlying operational trends.
In summary, the Company believes the provision of supplemental Non-GAAP measures allow investors to evaluate the operational and financial performance of the Company’s core business using the same evaluation measures that management uses, and is therefore a useful indication of OpenText’s performance or expected performance of future operations and facilitates period-to-period comparison of operating performance (although prior performance is not necessarily indicative of future performance). As a result, the Company considers it appropriate and reasonable to provide, in addition to U.S. GAAP measures, supplementary Non-GAAP financial measures that exclude certain items from the presentation of its financial results. Information reconciling certain forward-looking GAAP measures to non-GAAP measures related to outlook, estimates or business models, including A-EBITDA is not available without unreasonable effort due to high variability, complexity and uncertainty with respect to forecasting and quantifying certain amounts that are necessary for such reconciliations.
The following charts provide unaudited reconciliations of U.S. GAAP-based financial measures to Non-GAAP-based financial measures for the following periods presented.
13

Reconciliation of selected GAAP-based measures to Non-GAAP-based measures
for the three months ended March 31, 2026
(In thousands, except for per share data)
 Three Months Ended March 31, 2026
 
GAAP-based Measures
GAAP-based Measures
% of Total Revenue
Adjustments
Note
Non-GAAP-based Measures
Non-GAAP-based Measures
% of Total Revenue
Cost of revenues   
Cloud services and subscriptions$177,360 $(1,473)(1)$175,887 
Customer support56,064 (789)(1)55,275 
Professional service and other63,509 (654)(1)62,855 
Amortization of acquired technology-based intangible assets43,322 (43,322)(2)— 
GAAP-based gross profit and gross margin (%) / Non-GAAP-based gross profit and gross margin (%)937,273 73.1%46,238 (3)983,511 76.7%
Operating expenses
Research and development171,166 (2,786)(1)168,380 
Sales and marketing282,624 (8,323)(1)274,301 
General and administrative108,667 (5,852)(1)102,815 
Amortization of acquired customer-based intangible assets65,408 (65,408)(2)— 
Special charges (recoveries)73,884 (73,884)(4)— 
GAAP-based income from operations / Non-GAAP-based income from operations
201,213 202,491 (5)403,704 
Other income (expense), net80,231 (80,231)(6)— 
Provision for income taxes
34,282 44,749 (7)79,031 
GAAP-based net income / Non-GAAP-based net income, attributable to OpenText
172,652 77,511 (8)250,163 
GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText$0.70 $0.31 (8)$1.01 

(1)    Adjustment relates to the exclusion of share-based compensation expense from our Non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results.
(2)    Adjustment relates to the exclusion of amortization expense from our Non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results.
(3)    GAAP-based and Non-GAAP-based gross profit stated in dollars and gross margin stated as a percentage of total revenue.
(4)    Adjustment relates to the exclusion of special charges (recoveries) from our Non-GAAP-based operating expenses as special charges (recoveries) are generally incurred in the periods relevant to an acquisition and include certain charges or recoveries that are not indicative or related to continuing operations and are therefore excluded from our internal analysis of operating results.
(5)    GAAP-based and Non-GAAP-based income from operations stated in dollars.
14

(6)Adjustment relates to the exclusion of other income (expense) from our Non-GAAP-based operating expenses as other income (expense) generally relates to the transactional impact of foreign exchange and is generally not indicative or related to continuing operations and is therefore excluded from our internal analysis of operating results. Other income (expense) also includes our share of income (losses) from our holdings in investments as a limited partner. We do not actively trade equity securities in these privately held companies nor do we plan our ongoing operations based around any anticipated fundings or distributions from these investments. We exclude gains and losses on these investments as we do not believe they are reflective of our ongoing business and operating results. Other income (expense) also includes unrealized and realized gains (losses) on our derivatives which are not designated as hedges. We exclude gains and losses on these derivatives as we do not believe they are reflective of our ongoing business and operating results.
(7)Adjustment relates to differences between the GAAP-based tax provision rate of approximately 17% and a Non-GAAP-based tax rate of approximately 24%; these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based net income. Such excluded items include amortization, share-based compensation, special charges (recoveries) and other income (expense), net. Also excluded are tax benefits/expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves and “book to return” adjustments for tax return filings and tax assessments. Beginning in Fiscal 2025, net tax benefits arising from the internal reorganization that occurred in Fiscal 2017 have been fully utilized and are no longer included. In arriving at our Non-GAAP-based tax rate of approximately 24%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense.
(8)Reconciliation of GAAP-based net income to Non-GAAP-based net income:
Three Months Ended March 31, 2026
Per share diluted
GAAP-based net income, attributable to OpenText
$172,652 $0.70 
Add:
Amortization108,730 0.43 
Share-based compensation19,877 0.08 
Special charges (recoveries)73,884 0.30 
Other (income) expense, net(80,231)(0.32)
GAAP-based provision for income taxes
34,282 0.14 
Non-GAAP-based provision for income taxes
(79,031)(0.32)
Non-GAAP-based net income, attributable to OpenText
$250,163 $1.01 
Reconciliation of Adjusted EBITDA
Three Months Ended March 31, 2026
GAAP-based net income, attributable to OpenText
$172,652
Add:
Provision for income taxes
34,282
Interest and other related expense, net74,409
Amortization of acquired technology-based intangible assets43,322
Amortization of acquired customer-based intangible assets65,408
Depreciation34,311
Share-based compensation19,877
Special charges (recoveries)73,884
Other (income) expense, net(80,231)
Adjusted EBITDA$437,914
GAAP-based net income margin
13.5 %
Adjusted EBITDA margin34.1 %
15

Reconciliation of Free Cash Flows
Three Months Ended March 31, 2026
GAAP-based cash flows provided by operating activities$354,593 
Add:
Capital expenditures (1)
(49,720)
Free cash flows$304,873 
(1)Defined as “Additions of property and equipment” in the Condensed Consolidated Statements of Cash Flows.
Reconciliation of selected GAAP-based measures to Non-GAAP-based measures
for the nine months ended March 31, 2026
(In thousands, except for per share data)
 Nine Months Ended March 31, 2026
 
GAAP-based
Measures
GAAP-based Measures
% of Total Revenue
Adjustments
Note
Non-GAAP-based
Measures
Non-GAAP-based Measures
% of Total Revenue
Cost of revenues   
Cloud services and subscriptions$519,829 $(4,819)(1)$515,010 
Customer support178,625 (2,929)(1)175,696 
Professional service and other189,084 (1,975)(1)187,109 
Amortization of acquired technology-based intangible assets131,730 (131,730)(2)— 
GAAP-based gross profit and gross margin (%) / Non-GAAP-based gross profit and gross margin (%)2,856,989 73.3%141,453 (3)2,998,442 76.9%
Operating expenses
Research and development498,603 (11,234)(1)487,369 
Sales and marketing827,674 (23,056)(1)804,618 
General and administrative324,541 (14,777)(1)309,764 
Amortization of acquired customer-based intangible assets223,614 (223,614)(2)— 
Special charges (recoveries)114,141 (114,141)(4)— 
GAAP-based income from operations / Non-GAAP-based income from operations
762,917 528,275 (5)1,291,192 
Other income (expense), net80,187 (80,187)(6)— 
Provision for income taxes
120,815 132,731 (7)253,546 
GAAP-based net income / Non-GAAP-based net income, attributable to OpenText
487,359 315,357 (8)802,716 
GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText$1.94 $1.25 (8)$3.19 

16

(1)Adjustment relates to the exclusion of share-based compensation expense from our Non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results.
(2)Adjustment relates to the exclusion of amortization expense from our Non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results.
(3)GAAP-based and Non-GAAP-based gross profit stated in dollars and gross margin stated as a percentage of total revenue.
(4)Adjustment relates to the exclusion of special charges (recoveries) from our Non-GAAP-based operating expenses as special charges (recoveries) are generally incurred in the periods relevant to an acquisition and include certain charges or recoveries that are not indicative or related to continuing operations and are therefore excluded from our internal analysis of operating results.
(5)GAAP-based and Non-GAAP-based income from operations stated in dollars.
(6)Adjustment relates to the exclusion of other income (expense) from our Non-GAAP-based operating expenses as other income (expense) generally relates to the transactional impact of foreign exchange and is generally not indicative or related to continuing operations and is therefore excluded from our internal analysis of operating results. Other income (expense) also includes our share of income (losses) from our holdings in investments as a limited partner. We do not actively trade equity securities in these privately held companies nor do we plan our ongoing operations based around any anticipated fundings or distributions from these investments. We exclude gains and losses on these investments as we do not believe they are reflective of our ongoing business and operating results. Other income (expense) also includes unrealized and realized gains (losses) on our derivatives which are not designated as hedges. We exclude gains and losses on these derivatives as we do not believe they are reflective of our ongoing business and operating results.
(7)Adjustment relates to differences between the GAAP-based tax provision rate of approximately 20% and a Non-GAAP-based tax rate of approximately 24%; these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based net income. Such excluded items include amortization, share-based compensation, special charges (recoveries) and other income (expense), net. Also excluded are tax benefits/expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves and “book to return” adjustments for tax return filings and tax assessments. Beginning in Fiscal 2025, net tax benefits arising from the internal reorganization that occurred in Fiscal 2017 have been fully utilized and are no longer included. In arriving at our Non-GAAP-based tax rate of approximately 24%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense.
(8)Reconciliation of GAAP-based net income to Non-GAAP-based net income:
Nine Months Ended March 31, 2026
Per share diluted
GAAP-based net income, attributable to OpenText
$487,359 $1.94 
Add (deduct):
Amortization355,344 1.41 
Share-based compensation58,790 0.23 
Special charges (recoveries)114,141 0.46 
Other (income) expense, net(80,187)(0.32)
GAAP-based provision for income taxes
120,815 0.48 
Non-GAAP-based provision for income taxes
(253,546)(1.01)
Non-GAAP-based net income, attributable to OpenText
$802,716 $3.19 
17

Reconciliation of Adjusted EBITDA
Nine Months Ended March 31, 2026
GAAP-based net income, attributable to OpenText
$487,359
Add:
Provision for income taxes
120,815
Interest and other related expense, net234,750
Amortization of acquired technology-based intangible assets131,730
Amortization of acquired customer-based intangible assets223,614
Depreciation105,499
Share-based compensation58,790
Special charges (recoveries)114,141
Other (income) expense, net(80,187)
Adjusted EBITDA$1,396,511
GAAP-based net income margin
12.5 %
Adjusted EBITDA margin35.8 %
Reconciliation of Free Cash Flows
Nine Months Ended March 31, 2026
GAAP-based cash flows provided by operating activities$821,015 
Add:
Capital expenditures (1)
(135,469)
Free cash flows$685,546 
(1) Defined as “Additions of property and equipment” in the Condensed Consolidated Statements of Cash Flows.
18

Reconciliation of selected GAAP-based measures to Non-GAAP-based measures
for the three months ended December 31, 2025
(In thousands, except for per share data)
 
Three Months Ended December 31, 2025
 
GAAP-based
Measures
GAAP-based Measures
% of Total Revenue
Adjustments
Note
Non-GAAP-based
Measures
Non-GAAP-based Measures
% of Total Revenue
Cost of revenues   
Cloud services and subscriptions$170,252 $(1,597)(1)$168,655 
Customer support58,497 (1,087)(1)57,410 
Professional service and other62,537 (822)(1)61,715 
Amortization of acquired technology-based intangible assets44,204 (44,204)(2)— 
GAAP-based gross profit and gross margin (%) /Non-GAAP-based gross profit and gross margin (%)982,200 74.0%47,710 (3)1,029,910 77.6%
Operating expenses
Research and development158,309 (4,839)(1)153,470 
Sales and marketing287,995 (7,837)(1)280,158 
General and administrative110,111 (5,050)(1)105,061 
Amortization of acquired customer-based intangible assets78,645 (78,645)(2)— 
Special charges (recoveries)20,118 (20,118)(4)— 
GAAP-based income from operations / Non-GAAP-based income from operations
291,755 164,199 (5)455,954 
Other income (expense), net2,932 (2,932)(6)— 
Provision for income taxes
47,334 43,080 (7)90,414 
GAAP-based net income / Non-GAAP-based net income, attributable to OpenText
168,091 118,187 (8)286,278 
GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText$0.66 $0.47 (8)$1.13 

(1)    Adjustment relates to the exclusion of share-based compensation expense from our Non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results.
(2)    Adjustment relates to the exclusion of amortization expense from our Non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results.
(3)    GAAP-based and Non-GAAP-based gross profit stated in dollars and gross margin stated as a percentage of total revenue.
(4)    Adjustment relates to the exclusion of special charges (recoveries) from our Non-GAAP-based operating expenses as special charges (recoveries) are generally incurred in the periods relevant to an acquisition and include certain charges or recoveries that are not indicative or related to continuing operations and are therefore excluded from our internal analysis of operating results.
(5)    GAAP-based and Non-GAAP-based income from operations stated in dollars.
(6)    Adjustment relates to the exclusion of other income (expense) from our Non-GAAP-based operating expenses as other income (expense) generally relates to the transactional impact of foreign exchange and is generally not indicative or related to continuing operations and is therefore excluded from our internal analysis of operating results. Other income (expense) also includes our share of income (losses) from our holdings in investments as a limited partner. We do not actively trade equity securities in these privately held companies nor do we plan our ongoing operations based around any anticipated fundings or distributions from these investments. We exclude gains and losses on these investments as we do not believe they are reflective of our ongoing business and operating results. Other income (expense) also includes unrealized and realized gains (losses) on our derivatives which are not designated as hedges. We exclude gains and losses on these derivatives as we do not believe they are reflective of our ongoing business and operating results.
19

(7)    Adjustment relates to differences between the GAAP-based tax provision rate of approximately 22% and a Non-GAAP-based tax rate of approximately 24%; these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based net income. Such excluded items include amortization, share-based compensation, special charges (recoveries) and other income (expense), net. Also excluded are tax benefits/expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves and “book to return” adjustments for tax return filings and tax assessments. Beginning in Fiscal 2025, net tax benefits arising from the internal reorganization that occurred in Fiscal 2017 have been fully utilized and are no longer included. In arriving at our Non-GAAP-based tax rate of approximately 24%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense.
(8)    Reconciliation of GAAP-based net income to Non-GAAP-based net income:
Three Months Ended December 31, 2025
Per share diluted
GAAP-based net income, attributable to OpenText
$168,091 $0.66 
Add:
Amortization122,849 0.49 
Share-based compensation21,232 0.08 
Special charges (recoveries)20,118 0.08 
Other (income) expense, net(2,932)(0.01)
GAAP-based provision for income taxes
47,334 0.19 
Non-GAAP-based provision for income taxes
(90,414)(0.36)
Non-GAAP-based net income, attributable to OpenText
$286,278 $1.13 
Reconciliation of Adjusted EBITDA
Three Months Ended December 31, 2025
GAAP-based net income, attributable to OpenText
$168,091 
Add:
Provision for income taxes
47,334 
Interest and other related expense, net79,227 
Amortization of acquired technology-based intangible assets44,204 
Amortization of acquired customer-based intangible assets78,645 
Depreciation35,267 
Share-based compensation21,232 
Special charges (recoveries)20,118 
Other (income) expense, net(2,932)
Adjusted EBITDA$491,186 
GAAP-based net income margin
12.7 %
Adjusted EBITDA margin37.0 %
Reconciliation of Free Cash Flows
Three Months Ended December 31, 2025
GAAP-based cash flows provided by operating activities$318,659 
Add:
Capital expenditures (1)
(39,215)
Free cash flows$279,444 
(1)Defined as “Additions of property and equipment” in the Condensed Consolidated Statements of Cash Flows.
20

Reconciliation of selected GAAP-based measures to Non-GAAP-based measures
for the three months ended March 31, 2025
(In thousands, except for per share data)
 
Three Months Ended March 31, 2025
 
GAAP-based
Measures
GAAP-based Measures
% of Total Revenue
Adjustments
Note
Non-GAAP-based
Measures
Non-GAAP-based Measures
% of Total Revenue
Cost of revenues   
Cloud services and subscriptions$174,186 $(1,846)(1)$172,340 
Customer support61,733 (812)(1)60,921 
Professional service and other65,487 (922)(1)64,565 
Amortization of acquired technology-based intangible assets47,199 (47,199)(2)— 
GAAP-based gross profit and gross margin (%) /Non-GAAP-based gross profit and gross margin (%)898,254 71.6 %50,779 (3)949,033 75.7 %
Operating expenses
Research and development197,333 (4,737)(1)192,596 
Sales and marketing260,102 (6,842)(1)253,260 
General and administrative115,718 (7,841)(1)107,877 
Amortization of acquired customer-based intangible assets79,683 (79,683)(2)— 
Special charges (recoveries)3,854 (3,854)(4)— 
GAAP-based income from operations / Non-GAAP-based income from operations
209,090 153,736 (5)362,826 
Other income (expense), net(26,578)26,578 (6)— 
Provision for income taxes
10,842 57,320 (7)68,162 
GAAP-based net income / Non-GAAP-based net income, attributable to OpenText
92,805 122,994 (8)215,799 
GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText$0.35 $0.47 (8)$0.82 

(1)    Adjustment relates to the exclusion of share-based compensation expense from our Non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results.
(2)    Adjustment relates to the exclusion of amortization expense from our Non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results.
(3)    GAAP-based and Non-GAAP-based gross profit stated in dollars and gross margin stated as a percentage of total revenue.
(4)    Adjustment relates to the exclusion of special charges (recoveries) from our Non-GAAP-based operating expenses as special charges (recoveries) are generally incurred in the periods relevant to an acquisition and include certain charges or recoveries that are not indicative or related to continuing operations and are therefore excluded from our internal analysis of operating results.
(5)    GAAP-based and Non-GAAP-based income from operations stated in dollars.
(6)    Adjustment relates to the exclusion of other income (expense) from our Non-GAAP-based operating expenses as other income (expense) generally relates to the transactional impact of foreign exchange and is generally not indicative or related to continuing operations and is therefore excluded from our internal analysis of operating results. Other income (expense) also includes our share of income (losses) from our holdings in investments as a limited partner. We do not actively trade equity securities in these privately held companies nor do we plan our ongoing operations based around any anticipated fundings or distributions from these investments. We exclude gains and losses on these investments as we do not believe they are reflective of our ongoing business and operating results. Other income (expense) also includes unrealized and realized gains (losses) on our derivatives which are not designated as hedges. We exclude gains and losses on these derivatives as we do not believe they are reflective of our ongoing business and operating results.
21

(7)    Adjustment relates to differences between the GAAP-based tax provision rate of approximately 10% and a Non-GAAP-based tax rate of approximately 24%; these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based net income. Such excluded items include amortization, share-based compensation, special charges (recoveries) and other income (expense), net. Also excluded are tax benefits/expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves and “book to return” adjustments for tax return filings and tax assessments. Beginning in Fiscal 2025, net tax benefits arising from the internal reorganization that occurred in Fiscal 2017 have been fully utilized and are no longer included. In arriving at our Non-GAAP-based tax rate of approximately 24%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense.
(8)    Reconciliation of GAAP-based net income to Non-GAAP-based net income:
Three Months Ended March 31, 2025
Per share diluted
GAAP-based net income, attributable to OpenText
$92,805 $0.35 
Add:
Amortization126,882 0.49 
Share-based compensation23,000 0.09 
Special charges (recoveries)3,854 0.01 
Other (income) expense, net26,578 0.10 
GAAP-based provision for income taxes
10,842 0.04 
Non-GAAP-based provision for income taxes
(68,162)(0.26)
Non-GAAP-based net income, attributable to OpenText
$215,799 $0.82 
Reconciliation of Adjusted EBITDA
Three Months Ended March 31, 2025
GAAP-based net income, attributable to OpenText
$92,805 
Add:
Provision for income taxes
10,842 
Interest and other related expense, net78,816 
Amortization of acquired technology-based intangible assets47,199 
Amortization of acquired customer-based intangible assets79,683 
Depreciation32,474 
Share-based compensation23,000 
Special charges (recoveries)3,854 
Other (income) expense, net26,578 
Adjusted EBITDA$395,251 
GAAP-based net income margin
7.4 %
Adjusted EBITDA margin31.5 %
22

Reconciliation of Free Cash Flows
Three Months Ended March 31, 2025
GAAP-based cash flows provided by operating activities$402,241 
Add:
Capital expenditures (1)
(28,412)
Free cash flows$373,829 
(1)Defined as “Additions of property and equipment” in the Condensed Consolidated Statements of Cash Flows.

Reconciliation of selected GAAP-based measures to Non-GAAP-based measures
for the nine months ended March 31, 2025
(In thousands, except for per share data)
 Nine Months Ended March 31, 2025
 
GAAP-based
Measures
GAAP-based Measures
% of Total Revenue
Adjustments
Note
Non-GAAP-based
Measures
Non-GAAP-based Measures
% of Total Revenue
Cost of revenues   
Cloud services and subscriptions$521,731 $(6,828)(1)$514,903 
Customer support186,963 (3,293)(1)183,670 
Professional service and other200,443 (3,509)(1)196,934 
Amortization of acquired technology-based intangible assets141,646 (141,646)(2)— 
GAAP-based gross profit and gross margin (%) / Non-GAAP-based gross profit and gross margin (%)2,786,588 72.2 %155,276 (3)2,941,864 76.3 %
Operating expenses
Research and development568,753 (20,560)(1)548,193 
Sales and marketing779,913 (27,380)(1)752,533 
General and administrative321,804 (21,349)(1)300,455 
Amortization of acquired customer-based intangible assets242,235 (242,235)(2)— 
Special charges (recoveries)66,228 (66,228)(4)— 
GAAP-based income from operations / Non-GAAP-based income from operations
711,131 533,028 (5)1,244,159 
Other income (expense), net6,382 (6,382)(6)— 
Provision for income taxes
63,618 175,768 (7)239,386 
GAAP-based net income / Non-GAAP-based net income, attributable to OpenText
407,035 350,878 (8)757,913 
GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText$1.53 $1.32 (8)$2.85 

(1)    Adjustment relates to the exclusion of share-based compensation expense from our Non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results.
(2)    Adjustment relates to the exclusion of amortization expense from our Non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results.
(3)    GAAP-based and Non-GAAP-based gross profit stated in dollars and gross margin stated as a percentage of total revenue.
(4)    Adjustment relates to the exclusion of special charges (recoveries) from our Non-GAAP-based operating expenses as special charges (recoveries) are generally incurred in the periods relevant to an acquisition and include certain charges or recoveries that are not indicative or related to continuing operations and are therefore excluded from our internal analysis of operating results.
(5)    GAAP-based and Non-GAAP-based income from operations stated in dollars.
(6)    Adjustment relates to the exclusion of other income (expense) from our Non-GAAP-based operating expenses as other income (expense) generally relates to the transactional impact of foreign exchange and is generally not indicative or
23

related to continuing operations and is therefore excluded from our internal analysis of operating results. Other income (expense) also includes our share of income (losses) from our holdings in investments as a limited partner. We do not actively trade equity securities in these privately held companies nor do we plan our ongoing operations based around any anticipated fundings or distributions from these investments. We exclude gains and losses on these investments as we do not believe they are reflective of our ongoing business and operating results. Other income (expense) also includes unrealized and realized gains (losses) on our derivatives which are not designated as hedges. We exclude gains and losses on these derivatives as we do not believe they are reflective of our ongoing business and operating results.
(7)    Adjustment relates to differences between the GAAP-based tax provision rate of approximately 14% and a Non-GAAP-based tax rate of approximately 24%; these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based net income. Such excluded items include amortization, share-based compensation, special charges (recoveries) and other income (expense), net. Also excluded are tax benefits/expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves and “book to return” adjustments for tax return filings and tax assessments. Beginning in Fiscal 2025, net tax benefits arising from the internal reorganization that occurred in Fiscal 2017 have been fully utilized and are no longer included. In arriving at our Non-GAAP-based tax rate of approximately 24%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense.
(8)    Reconciliation of GAAP-based net income to Non-GAAP-based net income:
Nine Months Ended March 31, 2025
Per share diluted
GAAP-based net income, attributable to OpenText
$407,035 $1.53 
Add (deduct):
Amortization383,881 1.45 
Share-based compensation82,919 0.31 
Special charges (recoveries)66,228 0.25 
Other (income) expense, net(6,382)(0.02)
GAAP-based provision for income taxes
63,618 0.24 
Non-GAAP-based provision for income taxes
(239,386)(0.90)
Non-GAAP-based net income, attributable to OpenText
$757,913 $2.85 
24

Reconciliation of Adjusted EBITDA
Nine Months Ended March 31, 2025
GAAP-based net income, attributable to OpenText
$407,035 
Add:
Provision for income taxes
63,618 
Interest and other related expense, net246,713 
Amortization of acquired technology-based intangible assets141,646 
Amortization of acquired customer-based intangible assets242,235 
Depreciation96,524 
Share-based compensation82,919 
Special charges (recoveries)66,228 
Other (income) expense, net(6,382)
Adjusted EBITDA$1,340,536 
GAAP-based net income margin
10.6 %
Adjusted EBITDA margin34.7 %
Reconciliation of Free Cash Flows
Nine Months Ended March 31, 2025
GAAP-based cash flows provided by operating activities$672,427 
Add:
Capital expenditures (1)
(108,997)
Free cash flows$563,430 
(1)Defined as “Additions of property and equipment” in the Condensed Consolidated Statements of Cash Flows.

25

(3)    The following tables provide a composition of our major currencies for revenue and expenses, expressed as a percentage, for the three and nine months ended March 31, 2026 and 2025:
 Three Months Ended March 31, 2026Three Months Ended March 31, 2025
Currencies% of Revenue
% of Expenses(1)
% of Revenue
% of Expenses(1)
EURO26 %14 %23 %12 %
GBP5 %6 %5 %6 %
CAD3 %14 %3 %11 %
USD55 %42 %58 %48 %
Other11 %24 %11 %23 %
Total100 %100 %100 %100 %
Nine Months Ended March 31, 2026Nine Months Ended March 31, 2025
Currencies% of Revenue
% of Expenses(1)
% of Revenue
% of Expenses(1)
EURO25 %14 %23 %12 %
GBP5 %6 %5 %6 %
CAD3 %13 %3 %11 %
USD56 %44 %58 %48 %
Other11 %23 %11 %23 %
Total100 %100 %100 %100 %
(1)Expenses include all cost of revenues and operating expenses included within the Condensed Consolidated Statements of Income, except for amortization of intangible assets, share-based compensation and special charges (recoveries).
26