Open Text Corp 10-Q for FY2026 Q2
Open Text Corp (OTEX)
10-Q
2026-02-05
For: 2025-12-31
View Original
Added on
April 09, 2026
About this 10-Q
Open Text Corp filed this 10-Q on February 5, 2026, covering the quarter ended December 31, 2025 (FY2026 Q2).
Headline figures
Quarter ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1.33B
- down 0.6% from $1.33B a year earlier
- Net income
- $168.09M
- down 26.9% from net income of $229.86M a year earlier
- Diluted EPS
- $0.66
- down 24.1% from $0.87 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
______________________
FORM 10-Q
______________________
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended December 31, 2025
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission file number: 0-27544
______________________________________
(Exact name of Registrant as specified in its charter)
______________________
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | ||||
| (Address of principal executive offices) | (Zip code) | ||||||||||||||||||||||
Registrant’s telephone number, including area code: (519 ) 888-7111
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
At January 30, 2026, there were 250,602,777 outstanding Common Shares of the registrant.
1
OPEN TEXT CORPORATION
TABLE OF CONTENTS
Page | ||||||||
| Item 1. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Item 1A. | ||||||||
Item 2. | ||||||||
Item 5. | ||||||||
| Item 6. | ||||||||
2
Part I - Financial Information
Item 1. Financial Statements
OPEN TEXT CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands of U.S. dollars, except share data)
| December 31, 2025 | June 30, 2025 | ||||||||||
| ASSETS | (Unaudited) | ||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable trade, net of allowance for credit losses of $ | |||||||||||
Contract assets (Note 3) | |||||||||||
Income taxes recoverable (Note 13) | |||||||||||
Prepaid expenses and other current assets (Note 7) | |||||||||||
Assets held for sale (Note 17) | |||||||||||
| Total current assets | |||||||||||
Property and equipment, net of accumulated depreciation of $ | |||||||||||
Operating lease right of use assets (Note 4) | |||||||||||
Long-term contract assets (Note 3) | |||||||||||
Goodwill (Note 5) | |||||||||||
Acquired intangible assets (Note 6) | |||||||||||
Deferred tax assets (Note 13) | |||||||||||
Other assets (Note 7) | |||||||||||
Long-term income taxes recoverable (Note 13) | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
Accounts payable and accrued liabilities (Note 8) | $ | $ | |||||||||
Current portion of long-term debt (Note 9) | |||||||||||
Operating lease liabilities (Note 4) | |||||||||||
Deferred revenues (Note 3) | |||||||||||
Income taxes payable (Note 13) | |||||||||||
Liabilities held for sale (Note 17) | |||||||||||
| Total current liabilities | |||||||||||
| Long-term liabilities: | |||||||||||
Accrued liabilities (Note 8) | |||||||||||
Pension liability, net (Note 10) | |||||||||||
Long-term debt (Note 9) | |||||||||||
Long-term operating lease liabilities (Note 4) | |||||||||||
Long-term deferred revenues (Note 3) | |||||||||||
Long-term income taxes payable (Note 13) | |||||||||||
Deferred tax liabilities (Note 13) | |||||||||||
| Total long-term liabilities | |||||||||||
| Shareholders’ equity: | |||||||||||
Share capital and additional paid-in capital (Note 11) | |||||||||||
Accumulated other comprehensive income (loss) (Note 19) | ( | ( | |||||||||
| Retained earnings | |||||||||||
Treasury stock, at cost ( | ( | ( | |||||||||
Total OpenText shareholders’ equity | |||||||||||
| Non-controlling interests | |||||||||||
| Total shareholders’ equity | |||||||||||
| Total liabilities and shareholders’ equity | $ | $ | |||||||||
Guarantees and contingencies (Note 12)
Related party transactions (Note 23)
Subsequent events (Note 24)
See accompanying Notes to Condensed Consolidated Financial Statements.
3
OPEN TEXT CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands of U.S. dollars and shares, except per share data)
(Unaudited)
| Three Months Ended December 31, | Six Months Ended December 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
Revenues (Note 3): | |||||||||||||||||||||||
| Cloud services and subscriptions | $ | $ | $ | $ | |||||||||||||||||||
| Customer support | |||||||||||||||||||||||
| License | |||||||||||||||||||||||
| Professional service and other | |||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
| Cost of revenues: | |||||||||||||||||||||||
| Cloud services and subscriptions | |||||||||||||||||||||||
| Customer support | |||||||||||||||||||||||
| License | |||||||||||||||||||||||
| Professional service and other | |||||||||||||||||||||||
Amortization of acquired technology-based intangible assets (Note 6) | |||||||||||||||||||||||
| Total cost of revenues | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| Sales and marketing | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Depreciation | |||||||||||||||||||||||
Amortization of acquired customer-based intangible assets (Note 6) | |||||||||||||||||||||||
Special charges (recoveries) (Note 16) | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
Income from operations | |||||||||||||||||||||||
Other income (expense), net (Note 21) | ( | ||||||||||||||||||||||
| Interest and other related expense, net | ( | ( | ( | ( | |||||||||||||||||||
Income before income taxes | |||||||||||||||||||||||
Provision for income taxes (Note 13) | |||||||||||||||||||||||
Net income | $ | $ | $ | $ | |||||||||||||||||||
Net (income) attributable to non-controlling interests | ( | ( | ( | ( | |||||||||||||||||||
Net income attributable to OpenText | $ | $ | $ | $ | |||||||||||||||||||
Earnings per share—basic attributable to OpenText (Note 22) | $ | $ | $ | $ | |||||||||||||||||||
Earnings per share—diluted attributable to OpenText (Note 22) | $ | $ | $ | $ | |||||||||||||||||||
Weighted average number of Common Shares outstanding—basic | |||||||||||||||||||||||
Weighted average number of Common Shares outstanding—diluted | |||||||||||||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
4
OPEN TEXT CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands of U.S. dollars)
(Unaudited)
| Three Months Ended December 31, | Six Months Ended December 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
Net income | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income (loss)—net of tax: | |||||||||||||||||||||||
| Net foreign currency translation adjustments | ( | ||||||||||||||||||||||
| Unrealized gain (loss) on cash flow hedges: | |||||||||||||||||||||||
Unrealized gain (loss)—net of tax (1) | ( | ( | ( | ||||||||||||||||||||
(Gain) loss reclassified into net income—net of tax (2) | ( | ||||||||||||||||||||||
| Unrealized gain (loss) on available-for-sale financial assets: | |||||||||||||||||||||||
Unrealized gain (loss)—net of tax (3) | |||||||||||||||||||||||
| Actuarial gain (loss) relating to defined benefit pension plans: | |||||||||||||||||||||||
Actuarial gain (loss)—net of tax (4) | ( | ||||||||||||||||||||||
Amortization of actuarial (gain) loss into net income—net of tax (5) | |||||||||||||||||||||||
Total other comprehensive income (loss), net | ( | ( | |||||||||||||||||||||
Total comprehensive income | |||||||||||||||||||||||
Comprehensive income attributable to non-controlling interests | ( | ( | ( | ( | |||||||||||||||||||
Total comprehensive income attributable to OpenText | $ | $ | $ | $ | |||||||||||||||||||
______________________
(1)Net of tax expense (recovery) of $241 and $(1,510 ) for the three months ended December 31, 2025 and 2024, respectively; $(363 ) and $(1,274 ) for the six months ended December 31, 2025 and 2024, respectively.
(2)Net of tax expense (recovery) of $16 and $364 for the three months ended December 31, 2025 and 2024, respectively; $(25 ) and $458 for the six months ended December 31, 2025 and 2024, respectively.
(3)Net of tax expense (recovery) of $243 and $18 for the three months ended December 31, 2025 and 2024, respectively; $309 and $225 for the six months ended December 31, 2025 and 2024, respectively.
(4)Net of tax expense (recovery) of $— and $— for the three months ended December 31, 2025 and 2024, respectively; $— and $(43 ) for the six months ended December 31, 2025 and 2024, respectively.
(5)Net of tax expense (recovery) of $(21 ) and $92 for the three months ended December 31, 2025 and 2024, respectively; $(17 ) and $184 for the six months ended December 31, 2025 and 2024, respectively.
See accompanying Notes to Condensed Consolidated Financial Statements.
5
OPEN TEXT CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(In thousands of U.S. dollars and shares)
(Unaudited)
| Three Months Ended December 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||
| 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 September 30, 2025 | $ | ( | $ | ( | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||
| Issuance of Common Shares | |||||||||||||||||||||||||||||||||||||||||||||||
| Under employee stock option plans | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Under employee stock purchase plans | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Issuance of treasury stock | — | ( | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Repurchase of Common Shares | ( | ( | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
Dividends declared ($ | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) - net | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Net income for the period | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2025 | $ | ( | $ | ( | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||
| Three Months Ended December 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||
| 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 September 30, 2024 | $ | ( | $ | ( | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||
| Issuance of Common Shares | |||||||||||||||||||||||||||||||||||||||||||||||
| Under employee stock option plans | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Under employee stock purchase plans | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Purchase of treasury stock | — | — | ( | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Issuance of treasury stock | — | ( | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Repurchase of Common Shares | ( | ( | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
Dividends declared ($ | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) - net | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Net income for the period | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2024 | $ | ( | $ | ( | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||
6
OPEN TEXT CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(In thousands of U.S. dollars and shares)
(unaudited)
| Six Months Ended December 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||
| 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, 2025 | $ | ( | $ | ( | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||
| Issuance of Common Shares | |||||||||||||||||||||||||||||||||||||||||||||||
| Under employee stock option plans | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Under employee stock purchase plans | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Issuance of treasury stock | — | ( | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Repurchase of Common Shares | ( | ( | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
Dividends declared ($ | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) - net | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Net income for the period | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2025 | $ | ( | $ | ( | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||
| Six Months Ended December 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||
| 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, 2024 | $ | ( | $ | ( | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||
| Issuance of Common Shares | |||||||||||||||||||||||||||||||||||||||||||||||
| Under employee stock option plans | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Under employee stock purchase plans | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Purchase of treasury stock | — | — | ( | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Issuance of treasury stock | — | ( | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Repurchase of Common Shares | ( | ( | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
Dividends declared ($ | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) - net | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Net income for the period | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2024 | $ | ( | $ | ( | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements
7
OPEN TEXT CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands of U.S. dollars)
(Unaudited)
Six Months Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash flows from operating activities: | |||||||||||
Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization of intangible assets | |||||||||||
| Share-based compensation expense | |||||||||||
| Pension expense | |||||||||||
Amortization of debt discount and issuance costs | |||||||||||
| Write-off of right of use assets | |||||||||||
Adjustment to gain on AMC Divestiture | |||||||||||
Loss on sale and write down of property and equipment, net | |||||||||||
| Deferred taxes | ( | ( | |||||||||
Share in net (income) of equity investees | ( | ( | |||||||||
Changes in derivative instruments | ( | ( | |||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | |||||||||||
| Contract assets | ( | ( | |||||||||
| Prepaid expenses and other current assets | |||||||||||
| Income taxes | ( | ( | |||||||||
| Accounts payable and accrued liabilities | ( | ( | |||||||||
| Deferred revenue | ( | ( | |||||||||
| Other assets | ( | ||||||||||
| Operating lease assets and liabilities, net | ( | ( | |||||||||
Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Additions of property and equipment | ( | ( | |||||||||
Adjustment to proceeds from AMC Divestiture | ( | ||||||||||
Proceeds from interest on derivative instruments | |||||||||||
| Other investing activities | |||||||||||
Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
Proceeds from issuance of Common Shares from exercise of stock options and ESPP | |||||||||||
| Repayment of long-term debt and Revolver | ( | ( | |||||||||
Net change in transition services agreement obligation | |||||||||||
| Debt issuance costs | ( | ||||||||||
| Repurchase of Common Shares | ( | ( | |||||||||
| Purchase of treasury stock | ( | ||||||||||
| Payments of dividends to shareholders | ( | ( | |||||||||
Net cash used in financing activities | ( | ( | |||||||||
Foreign exchange gain (loss) on cash held in foreign currencies | ( | ||||||||||
Increase (decrease) in cash, cash equivalents and restricted cash during the period | ( | ||||||||||
| Cash, cash equivalents and restricted cash at beginning of the period | |||||||||||
| Cash, cash equivalents and restricted cash at end of the period | $ | $ | |||||||||
8
OPEN TEXT CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands of U.S. dollars)
(Unaudited)
| Reconciliation of cash, cash equivalents and restricted cash: | December 31, 2025 | December 31, 2024 | |||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Restricted cash (1) | |||||||||||
| Total cash, cash equivalents and restricted cash | $ | $ | |||||||||
______________________
(1)Restricted cash is classified under the Prepaid expenses and other current assets and Other assets line items on the Condensed Consolidated Balance Sheets (Note 7).
Supplemental cash flow disclosures (Note 4 and Note 20)
See accompanying Notes to Condensed Consolidated Financial Statements.
9
OPEN TEXT CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the Three and Six Months Ended December 31, 2025
(Unless otherwise noted, tabular amounts in thousands of U.S. dollars, except share and per share data)
(Unaudited)
NOTE 1—BASIS OF PRESENTATION
The accompanying Condensed 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 December 31, 2025, 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 Condensed 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.
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 Condensed 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.
Long-lived Asset Reclassified to Held for Sale
During the second quarter of Fiscal 2026, the Company commenced a plan to sell an office building with a carrying value of $4.5 million as of December 31, 2025. Accordingly, the office building was reclassified from Property and equipment to Assets held for sale in our Condensed Consolidated Balance Sheets as of December 31, 2025.
NOTE 2—ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS
Accounting Pronouncements Adopted in Fiscal 2026
During Fiscal 2026, we have not adopted any accounting pronouncements that have had a material impact to our Condensed Consolidated Financial Statements or disclosures.
Accounting Pronouncements Not Yet Adopted in Fiscal 2026
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 annual income tax disclosures from investors that use the financial statements to make capital allocation decisions. Public entities must adopt the new guidance for annual reporting periods beginning after December 15, 2024. The amendments in this ASU may be applied on a prospective or retrospective basis, with early adoption permitted. The impact of our adoption of such guidance will be reflected in our 2026 annual consolidated financial statements.
10
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 may be applied on a prospective or retrospective basis, with early adoption 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, 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.
11
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:
| Three Months Ended December 31, | Six Months Ended December 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Total Revenues by Geography: | |||||||||||||||||||||||
Americas (1) | $ | $ | $ | $ | |||||||||||||||||||
EMEA (2) | |||||||||||||||||||||||
Asia Pacific (3) | |||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||||||||
(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.
| Three Months Ended December 31, | Six Months Ended December 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Total Revenues by Type of Performance Obligation: | |||||||||||||||||||||||
Recurring revenues (1) | |||||||||||||||||||||||
Cloud services and subscriptions revenue | $ | $ | $ | $ | |||||||||||||||||||
Customer support revenue | |||||||||||||||||||||||
Total recurring revenues | $ | $ | $ | $ | |||||||||||||||||||
| License revenue (perpetual, term and subscriptions) | |||||||||||||||||||||||
| Professional service and other revenue | |||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||||||||
(1)Recurring revenue is defined as the sum of Cloud services and subscriptions revenue and Customer support revenue.
| Three Months Ended December 31, | Six Months Ended December 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Total Revenues by Timing of Revenue Recognition: | |||||||||||||||||||||||
| Point in time | $ | $ | $ | $ | |||||||||||||||||||
| Over time (including professional service and other revenue) | |||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||||||||
Revenue by Product Categories
We have seven product categories (previously referred to as business clouds) as part of our Information 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:
12
| Three Months Ended December 31, | Six Months Ended December 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
Total Revenues by Product Categories | |||||||||||||||||||||||
| Content | $ | $ | $ | $ | |||||||||||||||||||
| Business Network | |||||||||||||||||||||||
ITOM | |||||||||||||||||||||||
| Cybersecurity (Enterprise) | |||||||||||||||||||||||
| Cybersecurity (SMB & Consumer) | |||||||||||||||||||||||
ADM (1) | |||||||||||||||||||||||
| Analytics | |||||||||||||||||||||||
Total revenues by product categories | $ | $ | $ | $ | |||||||||||||||||||
Total Cloud Services and Subscriptions Revenue by Product Categories | |||||||||||||||||||||||
| Content | $ | $ | $ | $ | |||||||||||||||||||
| Business Network | |||||||||||||||||||||||
ITOM | |||||||||||||||||||||||
| Cybersecurity (Enterprise) | |||||||||||||||||||||||
| Cybersecurity (SMB & Consumer) | |||||||||||||||||||||||
ADM (1) | |||||||||||||||||||||||
| Analytics | |||||||||||||||||||||||
Total cloud services and subscriptions revenues by product categories | $ | $ | $ | $ | |||||||||||||||||||
(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.
The balance for our contract assets and contract liabilities (i.e. deferred revenues) for the periods indicated below were as follows:
| As of December 31, 2025 | As of June 30, 2025 | ||||||||||
Short-term contract assets | $ | $ | |||||||||
Long-term contract assets | |||||||||||
Short-term deferred revenues (1) | |||||||||||
Long-term deferred revenues (1) | |||||||||||
(1)Excludes $11.8 million of short-term deferred revenues and $0.2 million of long-term deferred revenues that have been reclassified to Liabilities held for sale as of December 31, 2025, related to the divestiture of the eDOCS business that closed on January 12, 2026. See Note 17 “Acquisitions and Divestitures” and Note 24 “Subsequent Events” for more details.
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 six months ended December 31, 2025, we reclassified $67.8 million (six months ended December 31, 2024 — $57.3 million) of contract assets to receivables as a result of the right to the transaction consideration becoming unconditional. During the three and six months ended December 31, 2025 and 2024, respectively, there was no
13
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 six months ended December 31, 2025 that was included in the deferred revenue balances at June 30, 2025 was $1,128 million (six months ended December 31, 2024—$1,131 million).
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, 2025:
Capitalized costs to obtain a contract as of June 30, 2025 | $ | ||||
| New capitalized costs incurred | |||||
| Amortization of capitalized costs | ( | ||||
| Impact of foreign exchange rate changes | |||||
Capitalized costs to obtain a contract as of December 31, 2025 | $ | ||||
During the three and six months ended December 31, 2025 and 2024, respectively, there was no
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 December 31, 2025. The 12-month periods noted below are as of the dates presented, with the remaining balances recognized substantially over the next three years thereafter.
| ($ in billions) | As of December 31, 2025 | ||||
Total RPO (1) | $ | ||||
% recognized as revenue over the following | |||||
Cloud services and subscriptions RPO | $ | ||||
% recognized as revenue over the following | |||||
Customer support and other RPO (2) | $ | ||||
% recognized as revenue over the following | |||||
______________________
(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.
The table above includes RPO related to the divestiture of the eDOCS business, which are reported within Liabilities held for sale. As of December 31, 2025, the total RPO above includes $16.5 million of revenue from remaining performance obligations on existing contracts related to eDOCS, of which $15.9 million relates to Customer support. Approximately 97 % of the total RPO related to eDOCS is expected to be recognized over the next 12 months.
14
NOTE 4—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 Condensed Consolidated Balance Sheets.
The following illustrates the Condensed Consolidated Balance Sheets information related to leases:
| Balance Sheet Location | As of December 31, 2025 | As of June 30, 2025 | |||||||||||||||
| Operating Leases | |||||||||||||||||
Operating lease right of use assets | $ | $ | |||||||||||||||
Operating lease liabilities (current) | $ | $ | |||||||||||||||
Operating lease liabilities (non-current) | |||||||||||||||||
| Total operating lease liabilities | $ | $ | |||||||||||||||
| Finance Leases | |||||||||||||||||
| Finance lease receivables (current) | Prepaid expenses and other current assets | $ | $ | ||||||||||||||
Finance lease receivables (non-current) | Other assets | ||||||||||||||||
| Total finance lease receivables | $ | $ | |||||||||||||||
| Finance lease liabilities (current) | $ | $ | |||||||||||||||
Finance lease liabilities (non-current) | |||||||||||||||||
| Total finance lease liabilities | $ | $ | |||||||||||||||
The weighted average remaining lease term and discount rate for the periods indicated below were as follows:
| As of December 31, 2025 | As of June 30, 2025 | ||||||||||
| Weighted-average remaining lease term | |||||||||||
| Operating leases | |||||||||||
| Finance leases | |||||||||||
| Weighted-average discount rate | |||||||||||
| Operating leases | % | % | |||||||||
| Finance leases | % | % | |||||||||
Lease Costs and Other Information
The following illustrates the various components of lease costs for the period indicated:
| Three Months Ended December 31, | Six Months Ended December 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Operating lease cost | $ | $ | $ | $ | |||||||||||||||||||
| Short-term lease cost | |||||||||||||||||||||||
| Variable lease cost | |||||||||||||||||||||||
| Sublease income | ( | ( | ( | ( | |||||||||||||||||||
| Total lease cost | $ | $ | $ | $ | |||||||||||||||||||
15
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:
| Six Months Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | |||||||||||
| Operating leases | $ | $ | |||||||||
| Finance leases | $ | $ | |||||||||
Right of use assets obtained in exchange for new lease liabilities, net of terminations: | |||||||||||
Operating leases (1) | $ | ( | $ | ||||||||
______________________
(1)During the six months ended December 31, 2025, we modified certain lease agreements, resulting in a net reduction of our right of use assets and related lease liabilities, of which $13.7 million was attributable to a facility in the Americas.
Maturity of Lease Liabilities
The following table presents the future minimum lease payments under our lease liabilities as of December 31, 2025:
| Fiscal years ending June 30, | Operating Leases | Finance Leases | |||||||||
2026 (six months ended) | $ | $ | |||||||||
2027 | |||||||||||
2028 | |||||||||||
2029 | |||||||||||
2030 | |||||||||||
| Thereafter | |||||||||||
| Total lease payments | $ | $ | |||||||||
| Less: Imputed interest | ( | ( | |||||||||
| Total | $ | $ | |||||||||
Operating lease maturity amounts included in the table above do not include sublease income expected to be received under our various sublease agreements with third parties. Under the agreements initiated with third parties, we expect to receive sublease income of $4.4 million over the remainder of Fiscal 2026 and $0.9 million thereafter.
NOTE 5—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 since June 30, 2025:
Balance as of June 30, 2025 | $ | ||||
Reclassification to Assets held for sale (1) | ( | ||||
| Impact of foreign exchange rate changes | |||||
Balance as of December 31, 2025 | $ | ||||
(1)Adjustment to reclassify Goodwill to Assets held for sale related to the divestiture of our eDOCS business. See Note 17 “Acquisitions and Divestitures” and Note 24 “Subsequent Events” for more details.
16
NOTE 6—ACQUIRED INTANGIBLE ASSETS
| As of December 31, 2025 | |||||||||||||||||
Cost | Accumulated Amortization | Net | |||||||||||||||
Technology assets | $ | $ | ( | $ | |||||||||||||
Customer assets | ( | ||||||||||||||||
| Total | $ | $ | ( | $ | |||||||||||||
| As of June 30, 2025 | |||||||||||||||||
| Cost | Accumulated Amortization | Net | |||||||||||||||
| Technology assets | $ | $ | ( | $ | |||||||||||||
| Customer assets | ( | ||||||||||||||||
| Total | $ | $ | ( | $ | |||||||||||||
Where applicable, the above balances as of December 31, 2025 have been reduced to reflect the impact of intangible assets where the gross cost became fully amortized during the six months ended December 31, 2025. This impact resulted in reductions to the cost and accumulated amortization of customer assets of $330.4 million. 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, | |||||
2026 (six months ended) | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
2031 and Thereafter | |||||
| Total | $ | ||||
17
NOTE 7—PREPAID EXPENSES AND OTHER ASSETS
Prepaid expenses and other current assets:
| As of December 31, 2025 | As of June 30, 2025 | ||||||||||
| Deposits and restricted cash | $ | $ | |||||||||
Capitalized costs to obtain a contract | |||||||||||
Short-term prepaid expenses and other current assets (1) | |||||||||||
Derivative asset (2) | |||||||||||
| Total | $ | $ | |||||||||
______________________
(1)Excludes prepaid expenses and other current assets that have been reclassified to Assets held for sale as of December 31, 2025, related to the divestiture of the eDOCS business. See Note 17 “Acquisitions and Divestitures” and Note 24 “Subsequent Events” for more details.
(2)Represents the asset related to our derivative instrument activity. See Note 15 “Derivative Instruments and Hedging Activities” for more details.
Other assets:
| As of December 31, 2025 | As of June 30, 2025 | ||||||||||
Deposits and restricted cash | $ | $ | |||||||||
Capitalized costs to obtain a contract | |||||||||||
| Investments | |||||||||||
| Available-for-sale financial assets | |||||||||||
Long-term prepaid expenses and other long-term assets | |||||||||||
| Total | $ | $ | |||||||||
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 Condensed Consolidated Statements of Income (see Note 21 “Other Income (Expense), Net”). During the three and six months ended December 31, 2025, our share of income (loss) from these investments was $5.2 million and $7.6 million, respectively (three and six months ended December 31, 2024—$1.5 million and $2.0 million, respectively).
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 14 “Fair Value Measurement”) with unrealized gains and losses recorded within Other comprehensive income (loss), net (see Note 19 “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.
18
NOTE 8—ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable and accrued liabilities:
| As of December 31, 2025 | As of June 30, 2025 | ||||||||||
Accounts payable—trade (1) | $ | $ | |||||||||
Accrued salaries, incentives and commissions (1) | |||||||||||
| Accrued liabilities | |||||||||||
| Accrued sales and other tax liabilities | |||||||||||
Derivative liability (2) | |||||||||||
| Accrued interest on long-term debt | |||||||||||
| Amounts payable in respect of restructuring and other special charges | |||||||||||
| Asset retirement obligations | |||||||||||
Total | $ | $ | |||||||||
______________________
(1)Excludes $0.8 million of Accounts payable and accrued liabilities that have been reclassified to Liabilities held for sale as of December 31, 2025, related to the divestiture of the eDOCS business. See Note 17 “Acquisitions and Divestitures” and Note 24 “Subsequent Events” for more details.
Long-term accrued liabilities:
| As of December 31, 2025 | As of June 30, 2025 | ||||||||||
| Amounts payable in respect of restructuring and other special charges | $ | $ | |||||||||
| Other accrued liabilities | |||||||||||
| Asset retirement obligations | |||||||||||
Total | $ | $ | |||||||||
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 December 31, 2025, the present value of this obligation was $29.4 million (June 30, 2025—$29.7 million), with an undiscounted value of $31.5 million (June 30, 2025—$32.2 million).
19
NOTE 9—LONG-TERM DEBT
| As of December 31, 2025 | As of June 30, 2025 | ||||||||||
| Total debt | |||||||||||
| Senior Notes 2031 | $ | $ | |||||||||
| Senior Notes 2030 | |||||||||||
| Senior Notes 2029 | |||||||||||
| Senior Notes 2028 | |||||||||||
| Senior Secured Notes 2027 | |||||||||||
| Acquisition Term Loan | |||||||||||
| Total principal payments due | |||||||||||
Unamortized debt discount and issuance costs | ( | ( | |||||||||
| Total amount outstanding | |||||||||||
| Less: | |||||||||||
| Current portion of long-term debt | |||||||||||
| Acquisition Term Loan | |||||||||||
| Total current portion of long-term debt | |||||||||||
| Non-current portion of long-term debt | $ | $ | |||||||||
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 three and six months ended December 31, 2025, we recorded interest expense of $6.7 million and $13.4 million, respectively, relating to Senior Notes 2031 (three and six months ended December 31, 2024—$6.7 million and $13.4 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 three and six months ended December 31, 2025, we recorded interest expense of $9.3 million and $18.6 million, respectively, relating to Senior Notes 2030 (three and six months ended December 31, 2024—$9.3 million and $18.6 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 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
20
1, 2022. Senior Notes 2029 will mature on December 1, 2029, unless earlier redeemed, in accordance with their terms, or repurchased.
For the three and six months ended December 31, 2025, we recorded interest expense of $8.2 million and $16.4 million, respectively, relating to Senior Notes 2029 (three and six months ended December 31, 2024—$8.2 million and $16.4 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 three and six months ended December 31, 2025, we recorded interest expense of $8.7 million and $17.4 million, respectively, relating to Senior Notes 2028 (three and six months ended December 31, 2024—$8.7 million and $17.4 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 financing of the acquisition of Micro Focus International Limited, formerly Micro Focus International plc, and its subsidiaries (Micro Focus) (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 December 31, 2025, the Senior Secured Notes 2027 bear an effective interest rate of 7.39 %. The effective interest rate includes interest expense of $34.6 million and amortization of debt discount and issuance costs of $1.5 million.
For the three and six months ended December 31, 2025, we recorded interest expense of $17.3 million and $34.6 million, respectively, relating to Senior Secured Notes 2027 (three and six months ended December 31, 2024—$17.3 million and $34.6 million, respectively).
Revolver
On December 19, 2023, we amended our 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.
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 December 31, 2025, our consolidated net leverage ratio, as calculated in accordance with the Revolver, was 3.35 :1.00.
21
The Revolver requires us to pay a facility fee on unused commitments based on the consolidated net leverage ratio. As of December 31, 2025, the facility fee under the Revolver was 0.30 %. For the three and six months ended December 31, 2025, we recorded $0.5 million and $1.1 million, respectively, of facility fees in Interest and other related expense, net, in our Condensed Consolidated Statements of Income (three and six months ended December 31, 2024 —$0.6 million and $1.2 million, respectively).
As of December 31, 2025, we had no outstanding balance under the Revolver (June 30, 2025—nil ). For the three and six months ended December 31, 2025, we did not nil and nil , 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 December 31, 2025, the outstanding balance on the Acquisition Term Loan bears an interest rate of 5.67 %. As of December 31, 2025, the Acquisition Term Loan bears an effective interest rate of 6.70 %. The effective interest rate includes interest expense of $66.1 million and amortization of debt discount and issuance costs of $7.8 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 December 31, 2025, our consolidated net leverage ratio, as calculated in accordance with the applicable agreement, was 3.35 :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.
For the three and six months ended December 31, 2025, we recorded interest expense of $32.1 million and $66.1 million, respectively, relating to the Acquisition Term Loan (three and six months ended December 31, 2024—$38.2 million and $81.1 million, respectively).
On January 15, 2026, we used the net proceeds from the eDOCS divestiture to prepay $163.0 million of our aggregate outstanding principal balance on the Acquisition Term Loan. See Note 24 “Subsequent Events” for more details.
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.
22
NOTE 10—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 United States. The plans are primarily located in Germany, which, as of December 31, 2025, make up approximately 48 % 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 Condensed Consolidated Balance Sheets.
The following are details of net pension expense relating to the defined benefit pension plans:
| Three Months Ended December 31, | Six Months Ended December 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Pension expense: | |||||||||||||||||||||||
| Service cost | $ | $ | $ | $ | |||||||||||||||||||
| Interest cost | |||||||||||||||||||||||
| Expected return of plan assets | ( | ( | ( | ( | |||||||||||||||||||
| Amortization of actuarial (gains) losses | ( | ||||||||||||||||||||||
| Net pension expense | $ | $ | $ | $ | |||||||||||||||||||
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 Condensed Consolidated Statements of Income.
NOTE 11—EQUITY AND SHARE-BASED COMPENSATION
Equity
Cash Dividends
For the three and six months ended December 31, 2025, pursuant to the Company’s dividend policy, we declared total non-cumulative dividends of $0.275 and $0.55 per Common Share, respectively, in the aggregate amount of $68.5 million and $136.7 million, respectively, which we paid during the same periods (three and six months ended December 31, 2024—$0.2625 and $0.525 per Common Share, respectively, in the aggregate amount of $68.3 million and $137.4 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 three and six months ended December 31, 2025, we did not 1,362,721 and 2,187,135 Common Shares were purchased, respectively, at a cost of $40.0 million and $65.0 million, respectively).
23
During the three and six months ended December 31, 2025, we delivered to eligible participants 1,868,005 and 2,064,022 Common Shares, respectively, at a cost of $56.7 million and $64.3 million, respectively, that were purchased in the open market in connection with the settlement of awards under our LTIP and other plans (three and six months ended December 31, 2024—1,036,378 and 1,097,265 Common Shares, respectively, at a cost of $41.2 million and $43.8 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 three and six months ended December 31, 2025, 233,007 and 477,457 Common Shares, respectively, were eligible for issuance to employees enrolled in the ESPP (three and six months ended December 31, 2024—213,432 and 602,734 Common Shares, respectively). During the three and six months ended December 31, 2025, cash in the amount of $6.6 million and $14.4 million, respectively, was received from employees relating to the ESPP (three and six months ended December 31, 2024—$6.0 million and $15.9 million, respectively).
Share Repurchase Plan
On April 30, 2024, the Company’s Board of Directors (the Board) authorized a share repurchase plan (the Fiscal 2024 Repurchase Plan) pursuant to which we were authorized to purchase for cancellation, in open market transactions from time to time over the 12-month period commencing on May 7, 2024 until May 6, 2025, up to an aggregate of $250 million of our Common Shares.
On July 31, 2024, in order to align our share repurchase plan to our fiscal year, the Board approved the early termination of the Fiscal 2024 Repurchase Plan and authorized a share repurchase plan (the Fiscal 2025 Repurchase Plan), pursuant to which we were authorized to purchase for cancellation, from time to time over the 12-month period commencing on August 7, 2024 until August 6, 2025, if considered advisable, up to an aggregate of $300 million of our Common Shares. On March 13, 2025, the Company increased the authorized limit of the Fiscal 2025 Repurchase Plan by $150 million to $450 million.
On August 6, 2025, the Company renewed its share repurchase plan, pursuant to which we may purchase for cancellation in open market transactions, from time to time over the 12 month period commencing on August 12, 2025 until August 11, 2026, if considered advisable, up to an aggregate of $300 million of our Common Shares on the Toronto Stock Exchange (TSX) as part of a normal course issuer bid renewed by the Company on August 6, 2025 (the Fiscal 2026 NCIB), the NASDAQ and/or alternative trading systems in Canada and/or the United States, if eligible, subject to applicable law and stock exchange rules (the Fiscal 2026 Repurchase Plan). The price that we are authorized to pay for Common Shares in open market transactions is the market price at the time of purchase or such other price as is permitted by applicable law or stock exchange rules. The Fiscal 2026 Repurchase Plan will be effected in accordance with Rule 10b-18 under the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act) and includes a normal course issuer bid 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 three and six months ended December 31, 2025, we repurchased and cancelled 1,389,600 and 4,545,923 Common Shares for $50.2 million and $152.2 million, respectively, inclusive of 2% Canadian excise taxes recorded (three and six months ended December 31, 2024, 2,212,971 and 4,862,102 Common Shares for $67.1 million and $153.6 million, respectively, inclusive of 2% Canadian excise taxes recorded).
Additionally, as of December 31, 2025, we recorded an accrual within Accounts payable and accrued liabilities and a corresponding charge to Retained earnings of $50.0 million, representing the estimated value of Common Shares expected to be repurchased following the fiscal quarter ended December 31, 2025 pursuant to the ASPP.
24
Share-Based Compensation
Share-based compensation expense for the periods indicated below is detailed as follows:
| Three Months Ended December 31, | Six Months Ended December 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Stock Options (issued under Stock Option Plans) | $ | $ | $ | $ | |||||||||||||||||||
| Performance Share Units (issued under LTIP) | |||||||||||||||||||||||
| Restricted Share Units (issued under LTIP) | |||||||||||||||||||||||
| Restricted Share Units (other) | |||||||||||||||||||||||
| Deferred Share Units (directors) | |||||||||||||||||||||||
| Employee Stock Purchase Plan | |||||||||||||||||||||||
| Total share-based compensation expense | $ | $ | $ | $ | |||||||||||||||||||
A summary of unrecognized compensation cost for unvested share-based compensation awards is as follows:
| As of December 31, 2025 | |||||||||||
| Unrecognized Compensation Cost | Weighted Average Recognition Period (years) | ||||||||||
| Stock Options (issued under Stock Option Plans) | $ | ||||||||||
| Performance Share Units (issued under LTIP) | |||||||||||
| Restricted Share Units (issued under LTIP) | |||||||||||
| Restricted Share Units (other) | |||||||||||
| Total unrecognized share-based compensation cost | $ | ||||||||||
Stock Option Plans
A summary of activity under our stock option plans for the six months ended December 31, 2025 is as follows:
| Options | Weighted-Average Exercise Price | Weighted- Average Remaining Contractual Term (years) | Aggregate Intrinsic Value ($’000's) | ||||||||||||||||||||
Outstanding at June 30, 2025 | $ | $ | |||||||||||||||||||||
| Granted | |||||||||||||||||||||||
| Exercised | ( | ||||||||||||||||||||||
| Forfeited or expired | ( | ||||||||||||||||||||||
Outstanding at December 31, 2025 | $ | $ | |||||||||||||||||||||
Exercisable at December 31, 2025 | $ | $ | |||||||||||||||||||||
As of December 31, 2025, 8,546,838 options to purchase Common Shares were available for issuance under our stock option plans.
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.
25
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:
| Three Months Ended December 31, | Six Months Ended December 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Weighted–average fair value of options granted | $ | $ | $ | $ | |||||||||||||||||||
| Weighted-average assumptions used: | |||||||||||||||||||||||
| Expected volatility | % | % | % | % | |||||||||||||||||||
| Risk–free interest rate | % | % | % | % | |||||||||||||||||||
| Expected dividend yield | % | % | % | % | |||||||||||||||||||
| Expected life (in years) | |||||||||||||||||||||||
| Forfeiture rate (based on historical rates) | % | % | % | % | |||||||||||||||||||
| Average exercise share price | $ | $ | $ | $ | |||||||||||||||||||
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 employee’s continued employment throughout the applicable vesting period.
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. 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 the 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 six months ended December 31, 2025 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 | $ | $ | |||||||||||||||||||||
Granted (1) | |||||||||||||||||||||||
Vested (1) | ( | ||||||||||||||||||||||
| Forfeited or expired | ( | ||||||||||||||||||||||
Outstanding at December 31, 2025 | $ | $ | |||||||||||||||||||||
______________________
26
For the periods indicated, the weighted-average fair value of market-based PSUs issued under the LTIP, and weighted-average assumptions estimated under the Monte Carlo pricing model were as follows:
| Six Months Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Weighted–average fair value of performance share units granted | $ | $ | |||||||||
| Weighted-average assumptions used: | |||||||||||
| Expected volatility | |||||||||||
| Risk–free interest rate | |||||||||||
| Expected dividend yield | % | % | |||||||||
| Expected life (in years) | |||||||||||
Restricted Share Units (Issued Under LTIP)
Beginning in Fiscal 2025, grants of RSUs (issued under the LTIP) vest on a straight-line basis over three years from the respective date of grants. Grants of RSUs (issued under the 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 six months ended December 31, 2025 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 | $ | $ | |||||||||||||||||||||
| Granted | |||||||||||||||||||||||
| Vested | ( | ||||||||||||||||||||||
| Forfeited or expired | ( | ||||||||||||||||||||||
Outstanding at December 31, 2025 | $ | $ | |||||||||||||||||||||
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 to four years from the respective date of grants.
A summary of activity under our RSUs (other) issued for the six months ended December 31, 2025 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 | $ | $ | |||||||||||||||||||||
| Granted | |||||||||||||||||||||||
| Vested | ( | ||||||||||||||||||||||
| Forfeited or expired | ( | ||||||||||||||||||||||
Outstanding at December 31, 2025 | $ | $ | |||||||||||||||||||||
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. No DSUs are payable by us until the director ceases to be a member of the Board.
27
A summary of activity under our DSUs issued for the six months ended December 31, 2025 is as follows:
| Units | Weighted-Average Price | Weighted- Average Remaining Contractual Term (years) | Aggregate Intrinsic Value ($’000's) | ||||||||||||||||||||
Outstanding at June 30, 2025 (1) | $ | $ | |||||||||||||||||||||
| Granted | |||||||||||||||||||||||
Outstanding at December 31, 2025 (2) | $ | $ | |||||||||||||||||||||
______________________
(1) Includes 62,177 unvested DSUs.
(2) Includes 66,419 unvested DSUs.
NOTE 12—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 | January 1, 2026 - June 30, 2026 | July 1, 2026 - June 30, 2028 | July 1, 2028 - June 30, 2030 | July 1, 2030 and beyond | |||||||||||||||||||||||||
Long-term debt obligations (1) | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Purchase obligations for contracts not accounted for as lease obligations (2) | |||||||||||||||||||||||||||||
Total | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
______________________
(1)Includes interest up to maturity and principal payments. See Note 9 “Long-Term Debt” for more details.
(2)For more details on contractual obligations relating to leases and purchase obligations accounted for under ASC Topic 842, see Note 4 “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 Condensed 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 Quarterly Report on Form 10-Q, 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.
28
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 December 31, 2025, in connection with the CRA’s reassessments for Fiscal 2012, Fiscal 2013, Fiscal 2014, Fiscal 2015 and Fiscal 2016, to be limited to penalties, interest and provincial taxes that may be due of approximately $88.0 million. As of December 31, 2025, we have provisionally paid approximately $32.0 million in order to fully preserve our rights to object to the CRA’s audit positions, being the minimum payment required under Canadian legislation while the matter is in dispute. This amount is recorded within Long-term income taxes recoverable on the Condensed Consolidated Balance Sheets as of December 31, 2025.
The notices of reassessment for Fiscal 2012, Fiscal 2013, Fiscal 2014, Fiscal 2015 and Fiscal 2016 would, as drafted, increase our taxable income by approximately $90 100 10
We strongly disagree with the CRA’s positions and believe the reassessments of Fiscal 2012, Fiscal 2013, Fiscal 2014, Fiscal 2015 and Fiscal 2016 (including any penalties) are without merit, and we are continuing to contest these reassessments. On June 30, 2022, we filed a notice of appeal with the Tax Court of Canada seeking to reverse all such reassessments (including penalties) in full and the customary court process is ongoing.
Even if we are unsuccessful in challenging the CRA’s reassessments to increase our taxable income for Fiscal 2012, Fiscal 2013, Fiscal 2014, Fiscal 2015 and Fiscal 2016, we have elective deductions available for those years (including carry-backs from later years) that would offset such increased amounts so that no additional cash tax would be payable, exclusive of any assessed penalties and interest, as described above.
The CRA has audited Fiscal 2017, Fiscal 2018, Fiscal 2019 and Fiscal 2020 on a basis that we strongly disagree with and are contesting. 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 2020 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 2020 conflict with the expert valuation prepared by the independent leading accounting and advisory firm that was used to support our original filing position. The CRA issued notices of reassessment in respect of Fiscal 2017 through Fiscal 2020 on a basis consistent with its proposal to reduce the available depreciable basis of assets in Canada. 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 2020 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, 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 Quarterly Report on Form 10-Q, we have not recorded any accruals in respect of these reassessments or proposed reassessment in our Condensed Consolidated Financial Statements.
NOTE 13—INCOME TAXES
The Company’s effective tax rate for the six months ended December 31, 2025 was 21.6 %. The Company’s effective tax rate differs from the Canadian federal and provincial statutory rate of 26.5 % primarily due to tax benefits related to a net decrease in unrecognized tax benefits and research and development credits.
The Company’s effective tax rate for the six months ended December 31, 2024 was 14.4 %. The Company’s effective tax rate differs from the Canadian federal and provincial statutory rate of 26.5 % primarily due to tax benefits related to a net decrease in unrecognized tax benefits, research and development credits and a change in valuation allowance.
29
On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted in the U.S., 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 changes had an immaterial impact to the Company’s effective tax rate for the three and six months ended December 31, 2025.
As of December 31, 2025, the gross amount of unrecognized tax benefits accrued was $126.9 million (June 30, 2025 — $139.8 million), which is inclusive of interest and penalties accrued of $13.5 million (June 30, 2025 — $16.8 million). We believe that it is reasonably possible that the gross unrecognized tax benefits could decrease by $30.8 million in the next 12 months, relating primarily to the expiration of competent authority relief and tax years becoming statute barred for purposes of future tax examinations by local taxing jurisdictions.
NOTE 14—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.
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 Condensed 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 9 “Long-Term Debt” for further details.
30
The following table summarizes the fair value of the Company’s financial instruments as of December 31, 2025 and June 30, 2025:
| Fair Value | |||||||||||||||||
| Fair Value Hierarchy | December 31, 2025 | June 30, 2025 | |||||||||||||||
| Assets: | |||||||||||||||||
Available-for-sale financial assets (Note 7) | Level 2 | $ | $ | ||||||||||||||
Available-for-sale financial assets (Note 7) | Level 3 | ||||||||||||||||
Derivative asset (Note 15) | Level 2 | ||||||||||||||||
Derivative liability (Note 15) | Level 2 | $ | ( | $ | ( | ||||||||||||
Senior Notes (Note 9) (1) | Level 2 | ( | ( | ||||||||||||||
______________________
(1)Senior Notes are presented within the Condensed Consolidated Balance Sheets at amortized cost. See Note 9 “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 December 31, 2025.
| Available-for-sale financial assets | |||||
Balance as of June 30, 2025 | $ | ||||
| Gain recognized in income | |||||
Balance as of December 31, 2025 | $ | ||||
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 7 “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 three and six months ended December 31, 2025 and 2024, 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
31
NOTE 15—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. In January 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 Condensed Consolidated Statements of Income within Other income (expense), net.
Net Investment Hedge
In connection with the closing of the Micro Focus Acquisition, we 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 Condensed 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 Condensed 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 Condensed 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 Condensed 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 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 Condensed Consolidated Statements of Comprehensive Income. As of December 31, 2025, the fair value of the contracts is recorded within Prepaid expenses and other current assets within the Condensed Consolidated Balance Sheets and represents the net gain before tax effect that is expected to be reclassified from accumulated other comprehensive income (loss) into earnings within the next twelve months.
As of December 31, 2025, the notional amount of forward contracts we held to sell U.S. dollars in exchange for Canadian dollars was $94.2 million (June 30, 2025—$93.5 million).
32
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 December 31, 2025 | 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 | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Net investment hedge | ( | ( | ||||||||||||||||||||||||||||||
Total derivatives designated as hedges | ( | ( | ||||||||||||||||||||||||||||||
Derivatives not designated as hedges: | ||||||||||||||||||||||||||||||||
| Cross currency swap contracts | ( | ( | ||||||||||||||||||||||||||||||
Total derivatives not designated as hedges | ( | ( | ||||||||||||||||||||||||||||||
| Total derivatives | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||
The effects of gains (losses) from derivative instruments on our Condensed Consolidated Statements of Income is as follows:
| Three Months Ended December 31, | Six Months Ended December 31, | |||||||||||||||||||||||||||||||
| Instrument | Income Statement Location | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||
| Derivatives designated as hedges: | ||||||||||||||||||||||||||||||||
| Cash flow hedge | Operating expenses | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||||||||||
| Net investment hedge | Interest and other related expense, net | |||||||||||||||||||||||||||||||
| Derivatives not designated as hedges: | ||||||||||||||||||||||||||||||||
| Cross currency swap contracts | Other income (expense), net | |||||||||||||||||||||||||||||||
| Cross currency swap contracts | ||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||||||||
The effects of the cash flow and net investment hedges on our Condensed Consolidated Statements of Comprehensive Income:
Condensed Consolidated Statements of Income and Condensed Consolidated Statements of Comprehensive Income Location | Three Months Ended December 31, | Six Months Ended December 31, | |||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||
| Gain (loss) recognized in OCI (loss) on cash flow hedge (effective portion) | Unrealized gain (loss) on cash flow hedge | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||
| Gain (loss) recognized in OCI (loss) on net investment hedge (effective portion) | Net foreign currency translation adjustment | $ | $ | $ | $ | ||||||||||||||||||||||||
| Gain (loss) reclassified from AOCI into income (effective portion) - cash flow hedge | Operating expenses | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||||
| Gain (loss) reclassified from AOCI into income (excluded from effectiveness testing) - net investment hedge | Interest and other related expense, net | $ | $ | $ | $ | ||||||||||||||||||||||||
33
NOTE 16—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.
| Three Months Ended December 31, | Six Months Ended December 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
Business Optimization Plan | $ | $ | $ | $ | |||||||||||||||||||
| Other historical restructuring plans | ( | ||||||||||||||||||||||
Divestiture-related costs | |||||||||||||||||||||||
| Acquisition-related costs | ( | ||||||||||||||||||||||
Other charges | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
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 fourth quarter of Fiscal 2025, the Board approved an expansion of the Business Optimization Plan to complete strategic initiatives, integration and simplification following the Micro Focus Acquisition, the divestiture of our Application Modernization and Connectivity (AMC) business (the AMC Divestiture) to Rocket Software Inc. (Rocket Software) and other growth and innovation plans including the deployment of AI and automation. This expansion includes costs associated with workforce reduction due to automation, centralization and simplification, and corresponding facility costs related to a reduction of our real estate footprint globally. These charges require management to make certain judgments and estimates regarding the amount and timing of restructuring charges or recoveries. Our estimated liability could change subsequent to its recognition, requiring adjustments to the expense and the liability recorded. On a quarterly basis, we conduct an evaluation of the related liabilities and expenses and revise our assumptions and estimates as appropriate.
As of December 31, 2025, we expect total costs to be incurred in connection with the Business Optimization Plan to be approximately $260.0 million, of which $154.4 million has been recorded to date. For the three and six months ended December 31, 2025, $14.2 million and $26.5 million, respectively, have been recorded within Special charges (recoveries) within the Condensed Consolidated Statements of Income. The entire Business Optimization Plan is expected to be substantially completed by the second quarter of Fiscal 2027.
A reconciliation of the beginning and ending restructuring liability for the Business Optimization Plan, which is included within Accounts payable and accrued liabilities in our Condensed Consolidated Balance Sheets, for the six months ended December 31, 2025 is shown below.
Business Optimization Plan | Workforce reduction | Facility charges | Total | ||||||||||||||||||||
Balance payable as of June 30, 2025 | $ | $ | $ | ||||||||||||||||||||
| Accruals and adjustments | |||||||||||||||||||||||
| Cash payments | ( | ( | ( | ||||||||||||||||||||
| Foreign exchange and other non-cash adjustments | ( | ( | |||||||||||||||||||||
Balance payable as of December 31, 2025 | $ | $ | $ | ||||||||||||||||||||
Divestiture-related costs
Divestiture-related costs, recorded within Special charges (recoveries), include direct costs of potential and completed divestitures.
Acquisition-related costs
Acquisition-related costs, recorded within Special charges (recoveries), include direct costs of potential and completed acquisitions.
34
Other charges (recoveries)
For the three and six months ended December 31, 2025, Other charges (recoveries) include $1.7 million and $9.2 million, respectively, of expenses related to severance and other miscellaneous charges.
For the three and six months ended December 31, 2024, Other charges include $2.8 million and $4.4 million, respectively, of other miscellaneous charges, primarily related to the Micro Focus Acquisition.
NOTE 17—ACQUISITIONS AND DIVESTITURES
Divestiture of eDOCS Business
On October 2, 2025, the Company entered into an agreement to divest an on-premise solutions (eDOCS), as a part of its Analytics product category, to NetDocuments Software, Inc. (NetDocuments), for $163.0 million in cash before taxes, fees and other adjustments. The transaction was completed on January 12, 2026. Refer to Note 24 “Subsequent Events” for more details.
As of December 31, 2025, the Company determined that the assets and liabilities of the eDOCS business met the criteria for held for sale classification and the respective assets and liabilities have been reclassified to Assets held for sale and Liabilities held for sale reported in our Condensed Consolidated Balance Sheets. The Company has determined that the eDOCS business does not constitute as a component, as its operations and cash flows cannot be clearly distinguished from the rest of the Company’s operations and cash flows due to significant shared costs, therefore, the transaction does not meet the discontinued operations criteria, and the results of operations from the eDOCS business are presented within Income from operations in our Condensed Consolidated Statements of Income. The sale proceeds less costs to sell exceeded the carrying value of the net assets for the eDOCS business. The carrying value is subject to change based on developments leading up to the closing date.
The following are classified as held for sale in the Condensed Consolidated Balance Sheets, which are related to the divestiture of our eDOCS business. The following balances incorporate the use of management estimates and are subject to the changes based on developments leading up to the closing date of the transaction.
| As of December 31, 2025 | |||||
Assets held for sale | |||||
| Accounts receivable trade, net of allowance for credit losses | $ | ||||
| Prepaid expenses and other current assets | |||||
| Goodwill | |||||
Long-term deferred tax assets | |||||
| Total Assets held for sale | $ | ||||
| Liabilities held for sale | |||||
| Accounts payable and accrued liabilities | $ | ||||
| Deferred revenues | |||||
| Pension liability, net | |||||
| Long-term deferred revenues | |||||
Total Liabilities held for sale | $ | ||||
Beginning in Fiscal 2026, the Company presents deferred tax assets and liabilities associated with transactions structured as share sales within Assets held for sale or Liabilities held for sale.
Divestiture of AMC Business
On May 1, 2024, the Company completed the AMC Divestiture. In connection with the AMC Divestiture, the Company entered into a transition services agreement (TSA) with Rocket Software, for which transition service costs were reimbursable by Rocket Software. For the three and six months ended December 31, 2024, the Company billed Rocket Software $12.7 million and $27.2 million, respectively, under the TSA. All transition services pursuant to the TSA were completed as of June 30, 2025.
NOTE 18—SEGMENT INFORMATION
ASC Topic 280, “Segment Reporting” (Topic 280), establishes standards for reporting, by public business enterprises, information about operating segments, products and services, geographic areas and major customers. The method of
35
determining what information, under Topic 280, to report is based on the way that an entity organizes operating segments for making operational decisions and how the entity’s management and the chief operating decision maker (CODM) assess an entity’s financial performance.
The Company’s CODM is its Interim Chief Executive Officer. Our operations are analyzed by the CODM as being part of a single industry segment: the design, development, marketing and sale of Information Management software and solutions. As such, segment revenues and significant segment expenses are as presented in the Condensed Consolidated Statements of Income. The CODM uses Net income attributable to OpenText and Adjusted EBITDA (as defined below), a non-GAAP measure, on a consolidated Company basis to evaluate and measure financial performance and to make key decisions, including those that involve the preparation of financial projections, strategic decisions and allocation of resources. Adjusted EBITDA is defined and calculated as GAAP-based net income, 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).
The following tables present Total revenue, significant segment expenses and Adjusted EBITDA for the periods presented:
| Three Months Ended December 31, | Six Months Ended December 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||||||||
Adjusted cost of revenues (1) | |||||||||||||||||||||||
Adjusted gross profit (1) | |||||||||||||||||||||||
| Less: | |||||||||||||||||||||||
Adjusted Research and development (2) | |||||||||||||||||||||||
Adjusted Sales and marketing (2) | |||||||||||||||||||||||
Adjusted General and administrative (2) | |||||||||||||||||||||||
Add: | |||||||||||||||||||||||
Net (income) attributable to non-controlling interests | ( | ( | ( | ( | |||||||||||||||||||
Adjusted EBITDA | |||||||||||||||||||||||
Less: | |||||||||||||||||||||||
Reconciling items (3) | |||||||||||||||||||||||
| Net income attributable to OpenText | $ | $ | $ | $ | |||||||||||||||||||
______________________
(1)Total Adjusted cost of revenues excludes Amortization of acquired technology-based intangible assets and share-based compensation expense, which are costs that are excluded from the CODM’s evaluation of segment performance.
(2)Adjusted operating expenses exclude share-based compensation expense, which are costs that are excluded from the CODM’s evaluation of segment performance.
(3)The following adjustments are made to reconcile Adjusted EBITDA to Net income attributable to OpenText:
| Three Months Ended December 31, | Six Months Ended December 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Provision for (recovery of) income taxes | $ | $ | $ | $ | |||||||||||||||||||
| Interest and other related expense, net | |||||||||||||||||||||||
| Amortization of acquired technology-based intangible assets | |||||||||||||||||||||||
| Amortization of acquired customer-based intangible assets | |||||||||||||||||||||||
| Depreciation | |||||||||||||||||||||||
| Share-based compensation | |||||||||||||||||||||||
Special charges (recoveries) | |||||||||||||||||||||||
| Other (income) expense, net | ( | ( | ( | ||||||||||||||||||||
| Total reconciling items | $ | $ | $ | $ | |||||||||||||||||||
36
NOTE 19—ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
| Three Months Ended December 31, 2025 | |||||||||||||||||||||||||||||
Foreign Currency Translation Adjustments (1) | Cash Flow Hedges | Available-for-Sale Financial Assets | Defined Benefit Pension Plans | Accumulated Other Comprehensive Income (Loss) | |||||||||||||||||||||||||
Balance as of September 30, 2025 | $ | ( | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications, net of tax | |||||||||||||||||||||||||||||
| Amounts reclassified into net income, net of tax | |||||||||||||||||||||||||||||
Total other comprehensive income (loss), net for the period | |||||||||||||||||||||||||||||
Balance as of December 31, 2025 | $ | ( | $ | $ | $ | ( | $ | ( | |||||||||||||||||||||
| Six Months Ended December 31, 2025 | |||||||||||||||||||||||||||||
Foreign Currency Translation Adjustments (1) | Cash Flow Hedges | Available-for-Sale Financial Assets | Defined Benefit Pension Plans | Accumulated Other Comprehensive Income (Loss) | |||||||||||||||||||||||||
Balance as of June 30, 2025 | $ | ( | $ | $ | $ | ( | $ | ( | |||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications, net of tax | ( | ||||||||||||||||||||||||||||
| Amounts reclassified into net income, net of tax | ( | ( | |||||||||||||||||||||||||||
Total other comprehensive income (loss), net for the period | ( | ||||||||||||||||||||||||||||
Balance as of December 31, 2025 | $ | ( | $ | $ | $ | ( | $ | ( | |||||||||||||||||||||
______________________
(1)The amount of foreign currency translation recognized in other comprehensive income during the three and six months ended December 31, 2025 included net gains (losses) relating to our net investment hedge of $5.8 million and $17.2 million, respectively, as further discussed in Note 15 “Derivative Instruments and Hedging Activities.”
| Three Months Ended December 31, 2024 | |||||||||||||||||||||||||||||
Foreign Currency Translation Adjustments (1) | Cash Flow Hedges | Available-for-Sale Investments | Defined Benefit Pension Plans | Accumulated Other Comprehensive Income (Loss) | |||||||||||||||||||||||||
Balance as of September 30, 2024 | $ | ( | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications, net of tax | ( | ( | |||||||||||||||||||||||||||
| Amounts reclassified into net income, net of tax | |||||||||||||||||||||||||||||
| Total other comprehensive income (loss), net for the period | ( | ( | |||||||||||||||||||||||||||
Balance as of December 31, 2024 | $ | ( | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||||||
37
| Six Months Ended December 31, 2024 | |||||||||||||||||||||||||||||
Foreign Currency Translation Adjustments (1) | Cash Flow Hedges | Available-for-Sale Investments | Defined Benefit Pension Plans | Accumulated Other Comprehensive Income (Loss) | |||||||||||||||||||||||||
Balance as of June 30, 2024 | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||
| Other comprehensive income (loss) before reclassifications, net of tax | ( | ( | ( | ( | |||||||||||||||||||||||||
| Amounts reclassified into net income, net of tax | |||||||||||||||||||||||||||||
| Total other comprehensive income (loss), net for the period | ( | ( | ( | ( | |||||||||||||||||||||||||
Balance as of December 31, 2024 | $ | ( | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||||||
______________________
(1)The amount of foreign currency translation recognized in other comprehensive income during the three and six months ended December 31, 2024 included net gains (losses) relating to our net investment hedge of $42.6 million and $16.5 million, respectively, as further discussed in Note 15 “Derivative Instruments and Hedging Activities.”
NOTE 20—SUPPLEMENTAL CASH FLOW DISCLOSURES
| Six Months Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash paid during the period for interest | $ | $ | |||||||||
| Cash received during the period for interest | |||||||||||
| Cash paid during the period for income taxes | |||||||||||
NOTE 21—OTHER INCOME (EXPENSE), NET
| Three Months Ended December 31, | Six Months Ended December 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
Foreign exchange gains (losses) | $ | ( | $ | $ | ( | $ | |||||||||||||||||
Unrealized gains on derivatives not designated as hedges (1) | |||||||||||||||||||||||
OpenText share in net income of equity investees (2) | |||||||||||||||||||||||
Adjustment to gain on AMC Divestiture (3) | ( | ( | |||||||||||||||||||||
Other miscellaneous income | |||||||||||||||||||||||
Total other income (expense), net | $ | $ | $ | ( | $ | ||||||||||||||||||
______________________
(1)Represents the unrealized gains (losses) on our derivatives not designated as hedges (see Note 15 “Derivative Instruments and Hedging Activities” for more details).
(2)Represents our share in net income (loss) of equity investees, which approximates fair value and subject to volatility based on market trends and business conditions, based on our interest in certain investment funds in which we are a limited partner. Our interests in each of these investees range from 4 % to below 20 % and these investments are accounted for using the equity method (see Note 7 “Prepaid Expenses and Other Assets” for more details).
(3)Represents final settlement of working capital and other adjustments related to the AMC Divestiture (see Note 17 “Acquisitions and Divestitures” for more details).
38
NOTE 22—EARNINGS PER SHARE
Basic earnings per share are computed by dividing net income attributable to OpenText by the weighted average number of Common Shares outstanding during the period. Diluted earnings per share are computed by dividing net income attributable to OpenText by the shares used in the calculation of basic earnings per share plus the dilutive effect of Common Share equivalents, such as stock options, using the treasury stock method. Common Share equivalents are excluded from the computation of diluted earnings per share if their effect is anti-dilutive.
| Three Months Ended December 31, | Six Months Ended December 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Basic earnings per share | |||||||||||||||||||||||
| Net income attributable to OpenText | $ | $ | $ | $ | |||||||||||||||||||
| Basic earnings per share attributable to OpenText | $ | $ | $ | $ | |||||||||||||||||||
| Diluted earnings per share | |||||||||||||||||||||||
| Net income attributable to OpenText | $ | $ | $ | $ | |||||||||||||||||||
| Diluted earnings per share attributable to OpenText | $ | $ | $ | $ | |||||||||||||||||||
Weighted-average number of shares outstanding (in ‘000’s) | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Effect of dilutive securities | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
Excluded as anti-dilutive (1) | |||||||||||||||||||||||
______________________
NOTE 23—RELATED PARTY TRANSACTIONS
Our procedure regarding the approval of any related party transaction requires that the material facts of such transaction be reviewed by the independent members of the Audit Committee and the transaction be approved by a majority of the independent members of the Audit Committee. The Audit Committee reviews all transactions in which we are, or will be, a participant and any related party has or will have a direct or indirect interest in the transaction. 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.
During the six months ended December 31, 2025, Mr. Stephen Sadler earned immaterial consulting fees from OpenText for assistance with acquisition-related business activities. Mr. Sadler did not participate in any Board deliberations relating to matters for which he could potentially receive consulting fees. Mr. Sadler ceased to be a member of the Board as of December 9, 2025.
During the six months ended December 31, 2025, Mr. P. Thomas Jenkins earned approximately $1.6 million in consulting fees as Chief Strategy Officer, for which such payments are approved by the Audit Committee of the Board in accordance with its policies and practices.
NOTE 24—SUBSEQUENT EVENTS
Cash Dividends
As part of our quarterly, non-cumulative cash dividend program, we declared, on February 4, 2026, a dividend of $0.275 per Common Share. The record date for this dividend is March 6, 2026 and the payment date is March 20, 2026. Future declarations of dividends and the establishment of future record and payment dates are subject to the final determination and discretion of our Board.
39
Divestiture of eDOCS Business
On January 12, 2026, the Company completed the previously announced divestiture of an on-premise solution, eDOCS, a part of its Analytics product category, to NetDocuments, for $163.0 million in cash before taxes, fees and other adjustments. The Company used the net proceeds from the transaction to prepay a portion of the outstanding principal balance of the Acquisition Term Loan, as further described below under “Debt Prepayment.”
Debt Prepayment
On January 15, 2026, we used the proceeds from the eDOCS divestiture to prepay $163.0 million of our aggregate outstanding principal balance on the Acquisition Term Loan. Following this prepayment, the remaining balance of the Acquisition Term Loan is $2.004 billion. Refer to Note 9 “Long-Term Debt” for more information.
Proposed Divestiture of Vertica
On February 2, 2026, the Company reached a definitive agreement to divest Vertica, a part of its Analytics product category, to Rocket Software Inc. for $150.0 million in cash, before taxes, fees and other adjustments. The Company intends to use the proceeds from the divestiture to reduce outstanding debt. The transaction remains subject to customary approvals and closing conditions and is expected to close during fiscal year 2026.
40
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This Quarterly Report on Form 10-Q, including this Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A), contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act), and Section 27A of the U.S. Securities Act of 1933, as amended (the Securities Act), and is subject to the safe harbors created by those sections. All statements other than statements of historical facts are statements that could be deemed forward-looking statements.
When used in this report, the words “anticipates”, “expects”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “may”, “could”, “would”, “might”, “will” and other similar language, as they relate to Open Text Corporation (OpenText or the Company), are intended to identify forward-looking statements under applicable securities laws. Specific forward-looking statements in this report include, but are not limited to, statements regarding: (i) our focus in the fiscal years beginning July 1, 2025 and ending June 30, 2026 (Fiscal 2026) and July 1, 2026 and ending June 30, 2027 (Fiscal 2027) on growth in earnings and cash flows; (ii) creating value through investments in broader Information Management capabilities; (iii) our future business plans and operations, strategic goals and business planning process, including the Company’s business optimization plan announced in July 2024 (the Business Optimization Plan) and the potential redeployment of capital from non-core assets to enhance focus on our core Information Management for Artificial Intelligence (AI) business and support long-term shareholder returns; (iv) business trends; (v) distribution; (vi) the Company’s presence in the cloud and in growth markets; (vii) product and solution developments, enhancements and releases, the timing thereof and the customers targeted; (viii) the Company’s financial condition, results of operations and earnings; (ix) the basis for any future growth, including organic and inorganic growth, and for our financial performance; (x) declaration of quarterly dividends; (xi) future tax rates, including Canada and United Kingdom’s newly enacted global minimum tax acts; (xii) the changing regulatory environment; (xiii) annual recurring revenues; (xiv) research and development and related expenditures; (xv) our building, development and consolidation of our network infrastructure; (xvi) competition and changes in the competitive landscape; (xvii) our management and protection of intellectual property and other proprietary rights; (xviii) existing and foreign sales and exchange rate fluctuations; (xix) cyclical or seasonal aspects of our business; (xx) capital expenditures; (xxi) potential legal and/or regulatory proceedings; (xxii) acquisitions and their expected impact, including our ability to realize the benefits expected from the acquisitions and to successfully integrate the assets we acquire or utilize such assets to their full capacity (see Note 17 “Acquisitions and Divestitures” to our Condensed Consolidated Financial Statements for more details); (xxiii) tax audits; (xxiv) the expected impact of the Russia-Ukraine and Middle East conflicts and other geopolitical disputes on our business;(xxv) expected costs of the restructuring and business optimization plans; (xxvi) initiatives we establish and targets that we set related to corporate citizenship-related activities; (xvii) divestitures and their expected impact; (xxviii) the implementation of or changes to global tariff regimes or other trade policies and the resulting uncertainty to the macroeconomic environment; (xxix) the expected impact of our share repurchase plan on our overall strategic capital allocation; and (xxx) other matters.
In addition, any statements or information that refer to expectations, beliefs, plans, projections, objectives, performance or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking, and based on our current expectations, forecasts and projections about the operating environment, economies and markets in which we operate. 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. The forward-looking statements contained in this report are based on certain assumptions including the following: (i) countries continuing to implement and enforce existing and additional customs and security regulations relating to the provision of electronic information for imports and exports; (ii) our continued operation of a secure and reliable business network; (iii) the stability of general political, economic and market conditions; (iv) our ability to manage inflation, including increased labour costs associated with attracting and retaining employees, and volatile interest rates; (v) our continued ability to manage certain foreign currency risk through hedging; (vi) equity and debt markets continuing to provide us with access to capital; (vii) our continued ability to identify, source and finance attractive and executable business combination opportunities; (viii) our continued ability to avoid infringing third-party intellectual property rights; and (ix) our ability to successfully implement our restructuring plans. Management’s estimates, beliefs and assumptions are inherently subject to significant business, economic, competitive and other uncertainties and contingencies regarding future events and, as such, are subject to change. We can give no assurance that such estimates, beliefs and assumptions will prove to be correct.
Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. The risks and uncertainties that may affect forward-looking statements include, but are not limited to: (i) our inability to realize successfully any anticipated synergy benefits from acquisitions; (ii) the actual and potential impacts of the use of cash and incurrence of indebtedness, including the granting of security interests related to such debt; (iii) the change in scope and size of our operations as a result of acquisitions or divestitures and risks relating to any
41
such acquisitions or divestitures and the impact of divestitures on our remaining business, including the divestiture of eDOCS and the proposed divestiture of Vertica; (iv) the uncertainty around expectations related to the business prospects from potential acquisitions; (v) integration of acquisitions and related restructuring efforts, including the quantum of restructuring charges and the timing thereof; (vi) the possibility that we may be unable to successfully integrate the assets we acquire or fail to utilize such assets to their full capacity and not realize the benefits we expect from our acquired portfolios and businesses; (vii) the potential for the incurrence of or assumption of debt in connection with acquisitions, its impact on future operations and on the ratings or outlooks of rating agencies on our outstanding debt securities, the possibility of not being able to generate sufficient cash to service all indebtedness, and our ability to reduce our outstanding debt; (viii) the possibility that the Company may be unable to meet its future reporting requirements under the Exchange Act, and the rules promulgated thereunder, or applicable Canadian securities regulation; (ix) the risks associated with bringing new products and services to market; (x) fluctuations in currency exchange rates (including as a result of the impact of any policy changes resulting from trade and tariff disputes) and the impact of mark-to-market valuation relating to associated derivatives; (xi) delays in the purchasing decisions of the Company’s customers; (xii) competition the Company faces in its industry and/or marketplace; (xiii) the final determination of litigation, tax audits (including tax examinations in Canada, the United States or elsewhere) and other legal proceedings; (xiv) potential exposure to greater than anticipated tax liabilities or expenses, including with respect to changes in Canadian, United States or international tax regimes; (xv) the possibility of technical, logistical or planning issues in connection with the deployment of the Company’s products or services; (xvi) the continuous commitment of the Company’s customers; (xvii) demand for the Company’s products and services; (xviii) increase in exposure to international business risks including the impact of geopolitical instability, political unrest, war and other global conflicts, and other geopolitical tensions, including the Russia-Ukraine and Middle East conflicts, as we continue to increase our international operations; (xix) adverse macroeconomic conditions, such as potential increases or changes in global tariff policies and structures and the timing thereof, the effects of global relations, including escalating tensions, imposition of tariffs, retaliatory measures, restrictive regulations or boycotts, and other trade policies, inflation, disruptions in global supply chains and increased labour costs; (xx) inability to raise capital at all or on not unfavourable terms in the future; (xxi) downward pressure on our share price and the dilutive effect of future sales or issuances of equity securities (including in connection with future acquisitions); and (xxii) potential changes in ratings or outlooks of rating agencies on our outstanding debt securities. Other factors that may affect forward-looking statements include, but are not limited to: (i) the future performance, financial and otherwise, of the Company; (ii) the ability of the Company to bring new products and services to market and to increase sales; (iii) the strength of the Company’s product development pipeline; (iv) failure to secure and protect patents, trademarks and other proprietary rights; (v) infringement of third-party proprietary rights triggering indemnification obligations and resulting in significant expenses or restrictions on our ability to provide our products or services; (vi) failure to comply with privacy laws and regulations that are extensive, open to various interpretations and complex to implement; (vii) the Company’s growth and other profitability prospects; (viii) the estimated size and growth prospects of the Information Management market; (ix) the Company’s competitive position in the Information Management market and its ability to take advantage of future opportunities in this market; (x) the benefits of the Company’s products and services to be realized by customers; (xi) the demand for the Company’s products and services and the extent of deployment of the Company’s products and services in the Information Management marketplace; (xii) the Company’s financial condition and capital requirements; (xiii) system or network failures or information security, cybersecurity or other data breaches in connection with the Company’s offerings or the information technology systems used by the Company generally, the risk of which may be increased during times of natural disaster or pandemic due to remote working arrangements; (xiv) the integration of AI and other machine learning into some of our products, systems or solutions; (xv) failure to achieve any corporate citizenship-related targets we set; (xvi) failure to attract and retain key personnel to develop and effectively manage the Company’s business; (xvii) the ability of the Company’s subsidiaries to make distributions to the Company; and (xviii) increased attention from shareholders, governments, customers and other key relationships regarding our corporate citizenship practices and increased regulatory scrutiny of such practices and related disclosures, which could impact our business activities, financial performance and reputation.
Readers should carefully review Part II, Item 1A “Risk Factors” herein and the Company's Annual Report on Form 10-K, including Part I, Item 1A “Risk Factors” therein, Quarterly Reports on Form 10-Q, including Item 1A therein and other documents we file from time to time with the Securities and Exchange Commission (SEC) and other securities regulators. A number of factors may materially affect our business, financial condition, operating results and prospects. These factors include but are not limited to those set forth in Part II, Item 1A “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q and in the Company's Annual Report on Form 10-K. Any one of these factors, and other factors that we are unaware of, or currently deem immaterial, may cause our actual results to differ materially from recent results or from our anticipated future results. 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.
The following MD&A is intended to help readers understand our results of operations and financial condition, and is provided as a supplement to, and should be read in conjunction with, our Condensed Consolidated Financial Statements and
42
the accompanying Notes to our Condensed Consolidated Financial Statements under Part I, Item 1 of this Quarterly Report on Form 10-Q.
All dollar and percentage comparisons made herein refer to the three and six months ended December 31, 2025, compared with the three and six months ended December 31, 2024, unless otherwise noted.
Where we say “we”, “us”, “our”, “OpenText” or “the Company”, we mean Open Text Corporation or Open Text Corporation and its subsidiaries, as applicable.
EXECUTIVE OVERVIEW
At OpenText, we believe information and knowledge make business and people better. We are an Information Management company that provides software and services that empower digital businesses of all sizes to become more intelligent, connected, secure and responsible. Our innovations maximize the strategic benefits of data and content for our customers, strengthening their productivity, growth and competitive advantage.
Our comprehensive Information Management platform and services provide secure and scalable solutions for global companies, small and medium-sized businesses (SMBs), governments and consumers around the world. We have a complete and integrated portfolio of Information Management solutions delivered at scale in the OpenText Cloud, helping organizations master modern work, automate application delivery and modernization, and optimize their digital supply chains. To do this, we bring together our seven product categories (previously referred to as business clouds): Content, Business Network, IT Operations Management (ITOM, also known as Observability and Service Management), Cybersecurity (Enterprise), Cybersecurity (SMB & Consumer), Application Delivery Management (ADM, also known as DevOps and previously named as Application Automation) and Analytics. We also accelerate information modernization with intelligent tools and services for moving off paper, automating classification and building clean data lakes for AI, analytics and automation.
We are fundamentally integrated into the parts of our customers’ businesses that matter, so they can securely manage the complexity of information flow end to end. Through automation and AI, we connect, synthesize and deliver information where it is needed to drive new efficiencies, experiences and insights. We make information more valuable by connecting it to digital business processes, enriching it with analytics, protecting and securing it throughout its entire lifecycle, and leveraging it to create engaging experiences for employees, suppliers, developers, partners, and customers. Our solutions connect large digital supply chains, information technology (IT) service management ecosystems, application development and delivery workflows, and processes in many industries including manufacturing, healthcare and life sciences, energy, retail and financial services. Our solutions also enable organizations and consumers to secure their information so that they can collaborate with confidence, stay ahead of the regulatory technology curve and identify threats across their endpoints and networks. With a multi-layered security approach, we have a wide range of OpenText Cybersecurity solutions that power and protect at the data management layer, at the infrastructure and application layers, at the code, and at the edge, offering insights and threat intelligence across it all.
Our initial public offering was on the NASDAQ in 1996 and we were subsequently listed on the Toronto Stock Exchange (TSX) in 1998. Our ticker symbol on both the NASDAQ and the TSX is “OTEX.”
As of December 31, 2025, we employed a total of approximately 21,300 individuals. Of the total 21,300 individuals we employed as of December 31, 2025, approximately 7,300 or 34% are in the Americas, 4,800 or 23% are in EMEA and 9,200 or 43% are in Asia Pacific. Currently, we have employees in 42 countries enabling strong access to multiple talent pools while ensuring reach and proximity to our customers. See “Results of Operations” below for our definitions of geographic regions.
Quarterly Summary:
During the second quarter of Fiscal 2026, we saw the following activity as compared to the second quarter of Fiscal 2025:
•Total revenue was $1,326.7 million, down 0.6% compared to the same period in the prior fiscal year; down 2.6% after factoring in the favourable impact of $27.4 million of foreign exchange rate changes. Total revenue was down as increases in the Content and Business Network product categories were offset by decreases in the Cybersecurity (Enterprise), Cybsecurity (SMB & Consumer), ADM, ITOM and Analytics product categories.
•Total annual recurring revenue, which we define as the sum of cloud services and subscriptions revenue and customer support revenue, was $1,060.0 million, up 0.7% compared to the same period in the prior fiscal year; down 1.2% after factoring in the favourable impact of $20.2 million of foreign exchange rate changes.
•Cloud services and subscriptions revenue was $478.1 million, up 3.4% compared to the same period in the prior fiscal year; up 1.9% after factoring in the favourable impact of $7.0 million of foreign exchange rate changes.
•GAAP-based gross margin was 74.0% compared to 73.3% in the same period in the prior fiscal year.
•Non-GAAP-based gross margin was 77.6% compared to 77.2% in the same period in the prior fiscal year.
43
•GAAP-based net income attributable to OpenText was $168.1 million compared to $229.9 million in the same period in the prior fiscal year.
•Non-GAAP-based net income attributable to OpenText was $286.3 million compared to $293.3 million in the same period in the prior fiscal year.
•GAAP-based earnings per share (EPS), diluted, was $0.66 compared to $0.87 in the same period in the prior fiscal year.
•Non-GAAP-based EPS, diluted, was $1.13 compared to $1.11 the same period in the prior fiscal year.
•Adjusted EBITDA, a non-GAAP measure, was $491.2 million compared to $501.5 million in the same period in the prior fiscal year.
•Operating cash flow was $466.4 million for the six months ended December 31, 2025 compared to $270.2 million in the same period in the prior fiscal year, up 72.6%.
•Cash and cash equivalents were $1,271.4 million as of December 31, 2025, compared to $1,156.5 million as of June 30, 2025.
•Enterprise cloud bookings were $294.9 million, compared to $249.9 million in the same period in the prior fiscal year. We define Enterprise cloud bookings as the total value from cloud services and subscriptions contracts entered into in the period that are new, committed and incremental to our existing contracts, entered into with our enterprise-based customers.
•During the three months ended December 31, 2025, we repurchased and cancelled 1,389,600 Common Shares for $50.2 million, inclusive of 2% Canadian excise taxes recorded (2,212,971 for $67.1 million in the three months ended December 31, 2024).
See “Use of Non-GAAP Financial Measures” below for definitions and reconciliations of GAAP-based measures to Non-GAAP-based measures. See “Acquisitions” below for the impact of acquisitions on the period-to-period comparability of results.
Business Update
Following the departure of the Company’s former Chief Financial Officer on August 15, 2025, Cosmin Balota, Senior Vice President and Chief Accounting Officer, assumed the responsibilities of interim Chief Financial Officer until October 6, 2025. Effective October 6, 2025, the Company appointed Steve Rai as Executive Vice President and Chief Financial Officer. Mr. Rai has more than 30 years of global finance experience and has held senior leadership positions within the technology industry, including serving as Chief Financial Officer of BlackBerry Limited, where he was responsible for overseeing the company’s financial transformation and operational restructuring.
On January 29, 2026, the Company announced the appointment of Ayman Antoun as Chief Executive Officer and a member of the Board, effective April 20, 2026. Mr. Antoun succeeds James McGourlay, who continues to serve as Interim Chief Executive Officer. Upon the transition, Mr. McGourlay will move to a role within the Executive Leadership Team at OpenText and P. Thomas Jenkins, currently serving as OpenText’s Executive Chair and Chief Strategy Officer, will return to the role of Chair of the Board.
Acquisitions and Divestitures
As a result of the continually changing marketplace in which we operate and our strategic objectives, we regularly evaluate acquisition and divestiture opportunities within our market and at any time may be in various stages of discussions with respect to such opportunities.
Divestiture of eDOCS
On October 2, 2025 the Company reached a definitive agreement to divest an on-premise solution (eDOCS), a part of its Analytics product category, to NetDocuments, for $163.0 million in cash before taxes, fees and other adjustments. The Company completed the divestiture on January 12, 2026. Refer to Note 17 “Acquisitions and Divestitures” and Note 24 “Subsequent Events” to our Condensed Consolidated Financial Statements for more information.
Proposed Divestiture of Vertica
On February 2, 2026, the Company reached a definitive agreement to divest Vertica, a part of its Analytics product category, to Rocket Software Inc. for $150 million in cash, before taxes, fees and other adjustments. The Company intends to use the proceeds from the divestiture to reduce outstanding debt. The transaction remains subject to customary approvals and closing conditions and is expected to close during fiscal year 2026.
44
Impacts of Geopolitical Conflicts and Diplomatic Tensions
We continue to monitor the geopolitical conflicts and diplomatic tensions around the world, including the Russia-Ukraine and Middle East conflicts. We have ceased all direct business in Russia and Belarus. We continue to operate our Israeli-based business and support our employees in the region. While our operations within these locations are not material and we do not expect these geopolitical conflicts to have a material adverse effect on our overall business, results of operations or financial condition, it is not possible to predict the broader consequences or broader expansion of these conflicts, including adverse effects on the global economy, on our business and operations as well as those of our customers, partners and third-party service providers. See also “Outlook for Remainder of Fiscal 2026” for significant tariff and trade developments. For more information, see Part I, Item 1A “Risk Factors” and Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for Fiscal 2025.
Outlook for Remainder of Fiscal 2026
Financial Outlook
As of February 5, 2026, the Company maintains its full year Fiscal 2026 outlook, which remains as follows:
Metrics | Fiscal 2026 Growth | |||||||
Total Revenues (1) | 1% to 2% | |||||||
Total Cloud services and subscriptions revenues | 3% to 4% | |||||||
| Adjusted EBITDA Margin | 50 bps to 100 bps | |||||||
Free Cash Flows | 17% to 20% | |||||||
| Enterprise Cloud Bookings | 12% to 16% | |||||||
______________________
(1)Our Fiscal 2026 growth metric for Total Revenues includes $15 million of lower revenues in the second half of Fiscal 2026, resulting from the divestiture of the eDOCS business, which contributed approximately $30 million of full year revenue during Fiscal 2025.
The forward-looking measures and the underlying assumptions involve significant known and unknown risks and uncertainties, and actual results may vary materially. The Company does not present a reconciliation of the forward-looking non-GAAP financial measure, Adjusted EBITDA (as defined below), to the most directly comparable GAAP financial measure because it is impractical to forecast certain items without unreasonable efforts due to the uncertainty and inherent difficulty of predicting, within a reasonable range, the occurrence and financial impact of and the periods in which such items may be recognized.
Refer to Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for Fiscal 2025 for the Company’s full year Fiscal 2026 outlook.
Strategic Priorities
We continue to focus on our three strategic priorities: expanding our competitive advantage, driving total revenue growth and achieving operational excellence. To expand our competitive advantage, we continue to advance our AI-first Information Management offerings, which are well positioned for Agentic AI, through ongoing investment and cloud-native innovations which will further enhance our products. In pursuing total revenue growth, we remain committed to organic initiatives and a programmatic approach to growth through tuck-in acquisitions and divestitures to best align capital with the highest return opportunities. As part of this effort, we are reviewing portfolio-shaping opportunities, including potential redeployment of capital from non-core assets to enhance focus on our core Information Management for AI Business and support long-term shareholder returns. On operational excellence, we are focused on expanding profitability, free cash flows and capital return to support our innovation and capital allocation priorities. Refer to Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for Fiscal 2025 for additional information.
Business Optimization Plan
As previously announced, our Business Optimization Plan was designed to support strategic initiatives, integration and simplification efforts following the acquisition of Micro Focus International Limited (the Micro Focus Acquisition), the sale of the Company’s Application Modernization and Connectivity (AMC) business (the AMC Divestiture) and AI-first innovation and growth plans.
As of December 31, 2025, we have incurred $154.4 million of the total expected costs of up to approximately $260.0 million. These costs primarily related to workforce reduction driven by automation, centralization, and simplification, as well as associated real estate footprint reductions globally.
The Business Optimization Plan along with other savings initiatives, when fully implemented, is expected to generate total annualized savings of approximately $490.0 million to $550.0 million. The Company realized approximately 35% of these
45
savings during Fiscal 2025 and expects to realize an additional 35% in Fiscal 2026, with the balance thereafter. The entire business optimization plan is expected to be substantially completed by the second quarter of Fiscal 2027. See Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for Fiscal 2025.
Additional Considerations
We conduct business globally and are subject to a complex and evolving international trade environment. Recent trade tensions among major economies, including the United States, Canada, China, the European Union and others, have led to the dissolution of trade agreements and the imposition of tariffs and other restrictive measures. These tariffs and other restrictive measures do not currently target digital goods and services, including software, services, intangibles or other digital services; however, we cannot predict future trade policy or tariffs, including whether such digital goods and services will be subject to any form of tariffs or other restrictions in the future, or the timing of any impacts thereof. We also cannot predict the impact that such tariffs and other restrictive measures will have on the macroeconomic environment or our customers, which could adversely impact our business and our results of operations.
We will continue to closely monitor the potential impacts of changes in global tariff policies and structures and other trade policies, or related impacts on the global economy arising from the current geopolitical climate, such as inflation with respect to wages, services and goods, concerns regarding any potential recession, volatile interest rates, financial market volatility, or other impacts from the Russia-Ukraine and Middle East conflicts and other geopolitical disputes on our business. See Part II, Item 1A “Risk Factors” herein and Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for Fiscal 2025.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates, judgments and assumptions that affect the amounts reported in the Condensed 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. Actual results may differ materially from those estimates. The policies listed below are areas that may contain key components of our results of operations and are based on complex rules requiring us to make judgments and estimates and consequently, we consider these to be our critical accounting policies. Some of these accounting policies involve complex situations and require a higher degree of judgment, either in the application and interpretation of existing accounting literature or in the development of estimates that affect our financial statements. The critical accounting policies which we believe are the most important to aid in fully understanding and evaluating our reported financial results include the following:
(i)Revenue recognition,
(ii)Goodwill,
(iii)Acquired intangibles, and
(iv)Income taxes.
For a full discussion of all our accounting policies, see Note 2 “Accounting Policies and Recent Accounting Pronouncements” to the Consolidated Financial Statements included in our Annual Report on Form 10-K for Fiscal 2025.
RESULTS OF OPERATIONS
The following tables provide a detailed analysis of our results of operations and financial condition. For each of the periods indicated below, we present our revenues by product type, revenues by major geography, cost of revenues by product type, total gross margin, total operating margin, gross margin by product type, and their corresponding percentage of total revenue.
In addition, we provide Non-GAAP measures for the periods discussed to provide additional information to investors that we believe will be useful as this presentation aligns with how our management assesses our Company’s performance. See “Use of Non-GAAP Financial Measures” below for a reconciliation of GAAP-based measures to Non-GAAP-based measures.
46
Transition Services Agreement
On May 1, 2024, the Company completed the sale of its AMC business to Rocket Software, Inc. (Rocket Software). The AMC business was comprised of the legacy OpenText connectivity business and the legacy Micro Focus AMC business. In connection with the AMC Divestiture, we entered into a Transition Services Agreement (TSA) with Rocket Software, whereby we agreed to provide certain transition services to Rocket Software for up to 24 months from the closing date. These transition service costs were reimbursable by Rocket Software. The following table illustrates the financial statement impact of these TSA reimbursements for the three and six months ended December 31, 2024 which were recorded as an offset to the respective costs incurred, within our Condensed Consolidated Statements of Income. All transition services pursuant to the TSA were completed as of June 30, 2025.
| (In thousands) | Three Months Ended December 31, 2024 | Six Months Ended December 31, 2024 | |||||||||
| Professional service and other cost of revenue | $ | 166 | $ | 334 | |||||||
| Customer support cost of revenue | 504 | 1,254 | |||||||||
| Research and development | 320 | 702 | |||||||||
| Sales and marketing | 1,248 | 2,628 | |||||||||
| General and administrative | 10,449 | 22,287 | |||||||||
| Total | $ | 12,686 | $ | 27,205 | |||||||
47
Summary of Results of Operations
______________________
| Three Months Ended December 31, | Six Months Ended December 31, | ||||||||||||||||||||||||||||||||||
| (In thousands) | 2025 | Change increase (decrease) | 2024 | 2025 | Change increase (decrease) | 2024 | |||||||||||||||||||||||||||||
| Total Revenues by Product Type: | |||||||||||||||||||||||||||||||||||
| Cloud services and subscriptions | $ | 478,084 | $ | 15,778 | $ | 462,306 | $ | 962,593 | $ | 43,263 | $ | 919,330 | |||||||||||||||||||||||
| Customer support | 581,921 | (8,674) | 590,595 | 1,168,766 | (17,319) | 1,186,085 | |||||||||||||||||||||||||||||
| License | 184,227 | (4,696) | 188,923 | 318,775 | 4,039 | 314,736 | |||||||||||||||||||||||||||||
| Professional service and other | 82,504 | (10,172) | 92,676 | 164,737 | (18,617) | 183,354 | |||||||||||||||||||||||||||||
| Total revenues | 1,326,736 | (7,764) | 1,334,500 | 2,614,871 | 11,366 | 2,603,505 | |||||||||||||||||||||||||||||
| Total Cost of Revenues | 344,536 | (11,988) | 356,524 | 695,155 | (20,016) | 715,171 | |||||||||||||||||||||||||||||
| Total GAAP-based Gross Profit | 982,200 | 4,224 | 977,976 | 1,919,716 | 31,382 | 1,888,334 | |||||||||||||||||||||||||||||
| Total GAAP-based Gross Margin % | 74.0 | % | 73.3 | % | 73.4 | % | 72.5 | % | |||||||||||||||||||||||||||
| Total GAAP-based Operating Expenses | 690,445 | 8,268 | 682,177 | 1,358,012 | (28,281) | 1,386,293 | |||||||||||||||||||||||||||||
| Total GAAP-based Income from Operations | $ | 291,755 | $ | (4,044) | $ | 295,799 | $ | 561,704 | $ | 59,663 | $ | 502,041 | |||||||||||||||||||||||
| % Revenues by Product Type: | |||||||||||||||||||||||||||||||||||
| Cloud services and subscriptions | 36.0 | % | 34.6 | % | 36.8 | % | 35.3 | % | |||||||||||||||||||||||||||
| Customer support | 43.9 | % | 44.3 | % | 44.7 | % | 45.6 | % | |||||||||||||||||||||||||||
| License | 13.9 | % | 14.2 | % | 12.2 | % | 12.1 | % | |||||||||||||||||||||||||||
| Professional service and other | 6.2 | % | 6.9 | % | 6.3 | % | 7.0 | % | |||||||||||||||||||||||||||
| Total Cost of Revenues by Product Type: | |||||||||||||||||||||||||||||||||||
| Cloud services and subscriptions | $ | 170,252 | $ | (2,036) | $ | 172,288 | $ | 342,469 | $ | (5,076) | $ | 347,545 | |||||||||||||||||||||||
| Customer support | 58,497 | (4,159) | 62,656 | 122,561 | (2,669) | 125,230 | |||||||||||||||||||||||||||||
| License | 9,046 | 2,710 | 6,336 | 16,142 | 3,149 | 12,993 | |||||||||||||||||||||||||||||
| Professional service and other | 62,537 | (5,504) | 68,041 | 125,575 | (9,381) | 134,956 | |||||||||||||||||||||||||||||
| Amortization of acquired technology-based intangible assets | 44,204 | (2,999) | 47,203 | 88,408 | (6,039) | 94,447 | |||||||||||||||||||||||||||||
| Total cost of revenues | $ | 344,536 | $ | (11,988) | $ | 356,524 | $ | 695,155 | $ | (20,016) | $ | 715,171 | |||||||||||||||||||||||
| % GAAP-based Gross Margin by Product Type: | |||||||||||||||||||||||||||||||||||
| Cloud services and subscriptions | 64.4 | % | 62.7 | % | 64.4 | % | 62.2 | % | |||||||||||||||||||||||||||
| Customer support | 89.9 | % | 89.4 | % | 89.5 | % | 89.4 | % | |||||||||||||||||||||||||||
| License | 95.1 | % | 96.6 | % | 94.9 | % | 95.9 | % | |||||||||||||||||||||||||||
| Professional service and other | 24.2 | % | 26.6 | % | 23.8 | % | 26.4 | % | |||||||||||||||||||||||||||
Total Revenues by Geography: (1) | |||||||||||||||||||||||||||||||||||
Americas (2) | $ | 708,440 | $ | (57,417) | $ | 765,857 | $ | 1,442,016 | $ | (52,084) | $ | 1,494,100 | |||||||||||||||||||||||
EMEA (3) | 496,726 | 47,658 | 449,068 | 935,528 | 67,229 | 868,299 | |||||||||||||||||||||||||||||
Asia Pacific (4) | 121,570 | 1,995 | 119,575 | 237,327 | (3,779) | 241,106 | |||||||||||||||||||||||||||||
| Total revenues | $ | 1,326,736 | $ | (7,764) | $ | 1,334,500 | $ | 2,614,871 | $ | 11,366 | $ | 2,603,505 | |||||||||||||||||||||||
| % Revenues by Geography: | |||||||||||||||||||||||||||||||||||
Americas (2) | 53.4 | % | 57.4 | % | 55.1 | % | 57.4 | % | |||||||||||||||||||||||||||
EMEA (3) | 37.4 | % | 33.7 | % | 35.8 | % | 33.4 | % | |||||||||||||||||||||||||||
Asia Pacific (4) | 9.2 | % | 8.9 | % | 9.1 | % | 9.2 | % | |||||||||||||||||||||||||||
| Other Metrics: | |||||||||||||||||||||||||||||||||||
| GAAP-based gross margin | 74.0 | % | 73.3 | % | 73.4 | % | 72.5 | % | |||||||||||||||||||||||||||
Non-GAAP-based gross margin (5) | 77.6 | % | 77.2 | % | 77.1 | % | 76.5 | % | |||||||||||||||||||||||||||
Net income, attributable to OpenText | $ | 168,091 | $ | 229,862 | $ | 314,707 | $ | 314,230 | |||||||||||||||||||||||||||
GAAP-based EPS, diluted | $ | 0.66 | $ | 0.87 | $ | 1.24 | $ | 1.18 | |||||||||||||||||||||||||||
Non-GAAP-based EPS, diluted (5) | $ | 1.13 | $ | 1.11 | $ | 2.18 | $ | 2.03 | |||||||||||||||||||||||||||
Adjusted EBITDA (5) | $ | 491,186 | $ | 501,484 | $ | 958,597 | $ | 945,285 | |||||||||||||||||||||||||||
(1)Total revenues by geography are determined based on the location of our direct end customer.
(2)Americas consists of countries in North, Central and South America.
(3)EMEA consists of countries in Europe, the Middle East and Africa.
(4)Asia Pacific primarily consists of Australia, Japan, Singapore, India and China.
(5)See “Use of Non-GAAP Financial Measures” (discussed later in this MD&A) for definitions and reconciliations of GAAP-based measures to Non-GAAP-based measures.
48
Revenues, Cost of Revenues and Gross Margin by Product Type
1) Cloud Services and Subscriptions:
Cloud services and subscriptions revenues are from hosting arrangements where in connection with the licensing of software, the end user does not take possession of the software, as well as from end-to-end fully outsourced business-to-business integration solutions to our customers (collectively referred to as cloud arrangements). The software application resides on our hardware or that of a third-party, and the customer accesses and uses the software on an as-needed basis via an identified line. Our cloud arrangements can be broadly categorized as platform as a service, software as a service, cloud subscriptions and managed services. For the quarter ended December 31, 2025, our cloud net renewal rate, excluding the impact of Carbonite Inc. and Zix Corporation, remained stable at 95%, as compared to the quarter ended December 31, 2024.
Cost of Cloud services and subscriptions revenues is comprised primarily of third-party network usage fees, maintenance of in-house data hardware centers, technical support personnel-related costs and some third-party royalty costs.
| Three Months Ended December 31, | Six Months Ended December 31, | ||||||||||||||||||||||||||||||||||
| (In thousands) | 2025 | Change increase (decrease) | 2024 | 2025 | Change increase (decrease) | 2024 | |||||||||||||||||||||||||||||
| Cloud Services and Subscriptions: | |||||||||||||||||||||||||||||||||||
| Americas | $ | 331,924 | $ | (9,621) | $ | 341,545 | $ | 673,071 | $ | (1,151) | $ | 674,222 | |||||||||||||||||||||||
| EMEA | 117,560 | 25,250 | 92,310 | 232,043 | 44,320 | 187,723 | |||||||||||||||||||||||||||||
| Asia Pacific | 28,600 | 149 | 28,451 | 57,479 | 94 | 57,385 | |||||||||||||||||||||||||||||
| Total Cloud Services and Subscriptions Revenues | 478,084 | 15,778 | 462,306 | 962,593 | 43,263 | 919,330 | |||||||||||||||||||||||||||||
| Cost of Cloud Services and Subscriptions Revenues | 170,252 | (2,036) | 172,288 | 342,469 | (5,076) | 347,545 | |||||||||||||||||||||||||||||
| GAAP-based Cloud Services and Subscriptions Gross Profit | $ | 307,832 | $ | 17,814 | $ | 290,018 | $ | 620,124 | $ | 48,339 | $ | 571,785 | |||||||||||||||||||||||
| GAAP-based Cloud Services and Subscriptions Gross Margin % | 64.4 | % | 62.7 | % | 64.4 | % | 62.2 | % | |||||||||||||||||||||||||||
| % Cloud Services and Subscriptions Revenues by Geography: | |||||||||||||||||||||||||||||||||||
| Americas | 69.4 | % | 73.9 | % | 69.9 | % | 73.3 | % | |||||||||||||||||||||||||||
| EMEA | 24.6 | % | 20.0 | % | 24.1 | % | 20.4 | % | |||||||||||||||||||||||||||
| Asia Pacific | 6.0 | % | 6.1 | % | 6.0 | % | 6.3 | % | |||||||||||||||||||||||||||
Three Months Ended December 31, 2025 Compared to Three Months Ended December 31, 2024
Cloud services and subscriptions revenues increased by $15.8 million or 3.4% during the three months ended December 31, 2025 as compared to the same period in the prior fiscal year; up 1.9% after factoring in the favourable impact of $7.0 million of foreign exchange rate changes. The change was primarily driven by increases in the Content, ITOM, Business Network, and ADM product categories, partly offset by decreases in the Cybersecurity (Enterprise), Cybersecurity (SMB & Consumer) and Analytics product categories. Geographically, the overall change was primarily attributable to an increase in EMEA of $25.3 million partially offset by a decrease in Americas of $9.6 million.
There were 53 cloud services contracts greater than $1.0 million that closed during the second quarter of Fiscal 2026, compared to 51 contracts during the second quarter of Fiscal 2025.
Cost of Cloud services and subscriptions revenues decreased by $2.0 million during the three months ended December 31, 2025 as compared to the same period in the prior fiscal year. This was primarily due to a decrease in labour-related costs of $2.1 million. Overall, the gross margin percentage on Cloud services and subscriptions revenues increased to 64% from 63%.
Six Months Ended December 31, 2025 Compared to Six Months Ended December 31, 2024
Cloud services and subscriptions revenues increased by $43.3 million or 4.7% during the six months ended December 31, 2025 as compared to the same period in the prior fiscal year; up 3.0% after factoring in the favourable impact of $15.3 million of foreign exchange rate changes. The change was primarily driven by increases in the Content, Business Network, ITOM and ADM product categories, partly offset by decreases in the Cybersecurity (Enterprise), Cybersecurity (SMB & Consumer) and Analytics product categories. Geographically, the overall change was attributable to an increase in EMEA of $44.3 million, partially offset by a decrease in Americas of $1.2 million.
There were 86 cloud services contracts greater than $1.0 million that closed during the first six months of Fiscal 2026, compared to 74 contracts during the first six months of Fiscal 2025.
49
Cost of Cloud services and subscriptions revenues decreased by $5.1 million during the six months ended December 31, 2025 as compared to the same period in the prior fiscal year. This was primarily due to a decrease in labour-related costs of $6.5 million, partially offset by an increase in third-party network usage fees of $2.6 million. Overall, the gross margin percentage on Cloud services and subscriptions revenues increased to 64% from 62%.
2) Customer Support:
Customer support revenues consist of revenues from our customer support and maintenance agreements. These agreements allow our customers to receive technical support, enhancements and upgrades to new versions of our software products when available. Customer support revenues are generated from support and maintenance relating to current year sales of software products and from the renewal of existing maintenance agreements for software licenses sold in prior periods. Therefore, changes in Customer support revenues do not always correlate directly to the changes in license revenues from period to period. The terms of support and maintenance agreements are typically twelve months, and are renewable, generally on an annual basis, at the option of the customer. Our management reviews our customer support renewal rates on a quarterly basis, and we use these rates as a method of monitoring our customer service performance. For the quarter ended December 31, 2025, our customer support net renewal rate remained stable at 92% as compared to the quarter ended December 31, 2024.
Cost of Customer support revenues is comprised primarily of technical support personnel and related costs, as well as third-party royalty costs.
| Three Months Ended December 31, | Six Months Ended December 31, | ||||||||||||||||||||||||||||||||||
| (In thousands) | 2025 | Change increase (decrease) | 2024 | 2025 | Change increase (decrease) | 2024 | |||||||||||||||||||||||||||||
| Customer Support Revenues: | |||||||||||||||||||||||||||||||||||
| Americas | $ | 287,707 | $ | (14,635) | $ | 302,342 | $ | 580,869 | $ | (30,900) | $ | 611,769 | |||||||||||||||||||||||
| EMEA | 236,838 | 6,603 | 230,235 | 474,506 | 17,098 | 457,408 | |||||||||||||||||||||||||||||
| Asia Pacific | 57,376 | (642) | 58,018 | 113,391 | (3,517) | 116,908 | |||||||||||||||||||||||||||||
| Total Customer Support Revenues | 581,921 | (8,674) | 590,595 | 1,168,766 | (17,319) | 1,186,085 | |||||||||||||||||||||||||||||
| Cost of Customer Support Revenues | 58,497 | (4,159) | 62,656 | 122,561 | (2,669) | 125,230 | |||||||||||||||||||||||||||||
| GAAP-based Customer Support Gross Profit | $ | 523,424 | $ | (4,515) | $ | 527,939 | $ | 1,046,205 | $ | (14,650) | $ | 1,060,855 | |||||||||||||||||||||||
| GAAP-based Customer Support Gross Margin % | 89.9 | % | 89.4 | % | 89.5 | % | 89.4 | % | |||||||||||||||||||||||||||
| % Customer Support Revenues by Geography: | |||||||||||||||||||||||||||||||||||
| Americas | 49.4 | % | 51.2 | % | 49.7 | % | 51.6 | % | |||||||||||||||||||||||||||
| EMEA | 40.7 | % | 39.0 | % | 40.6 | % | 38.6 | % | |||||||||||||||||||||||||||
| Asia Pacific | 9.9 | % | 9.8 | % | 9.7 | % | 9.8 | % | |||||||||||||||||||||||||||
Three Months Ended December 31, 2025 Compared to Three Months Ended December 31, 2024
Customer support revenues decreased by $8.7 million or 1.5% during the three months ended December 31, 2025 as compared to the same period in the prior fiscal year; down 3.7% after factoring in the favourable impact of $13.1 million of foreign exchange rate changes. Geographically, the overall change was attributable to a decrease in Americas of $14.6 million and a decrease in Asia Pacific of $0.6 million, partially offset by an increase in EMEA of $6.6 million.
Cost of Customer support revenues decreased by $4.2 million during the three months ended December 31, 2025 as compared to the same period in the prior fiscal year. This was primarily due to a decrease in labour-related costs of $3.6 million over the comparative period. Overall, the gross margin percentage on Customer support revenues increased to 90% from 89%.
Six Months Ended December 31, 2025 Compared to Six Months Ended December 31, 2024
Customer support revenues decreased by $17.3 million or 1.5% during the six months ended December 31, 2025 as compared to the same period in the prior fiscal year; down 3.8% after factoring in the favourable impact of $27.3 million of foreign exchange rate changes. Geographically, the overall change was attributable to a decrease in Americas of $30.9 million, and a decrease in Asia Pacific of $3.5 million, offset by an increase in EMEA of $17.1 million.
Cost of Customer support revenues decreased by $2.7 million during the six months ended December 31, 2025 as compared to the same period in the prior fiscal year. This was primarily due to a decrease in third-party network usage fees of $1.4 million and a decrease in labour-related costs of $1.2 million. Overall, the gross margin percentage on Customer support revenues increased to 90% from 89%.
50
3) License:
Our License revenue can be broadly categorized as perpetual licenses, term licenses and subscription licenses. Our License revenues are impacted by the strength of general economic and industry conditions, the competitive strength of our software products, and our acquisitions. Cost of License revenues consists primarily of royalties payable to third parties.
| Three Months Ended December 31, | Six Months Ended December 31, | ||||||||||||||||||||||||||||||||||
| (In thousands) | 2025 | Change increase (decrease) | 2024 | 2025 | Change increase (decrease) | 2024 | |||||||||||||||||||||||||||||
| License Revenues: | |||||||||||||||||||||||||||||||||||
| Americas | $ | 62,183 | $ | (27,320) | $ | 89,503 | $ | 134,286 | $ | (6,773) | $ | 141,059 | |||||||||||||||||||||||
| EMEA | 98,300 | 18,838 | 79,462 | 142,106 | 10,133 | 131,973 | |||||||||||||||||||||||||||||
| Asia Pacific | 23,744 | 3,786 | 19,958 | 42,383 | 679 | 41,704 | |||||||||||||||||||||||||||||
| Total License Revenues | 184,227 | (4,696) | 188,923 | 318,775 | 4,039 | 314,736 | |||||||||||||||||||||||||||||
| Cost of License Revenues | 9,046 | 2,710 | 6,336 | 16,142 | 3,149 | 12,993 | |||||||||||||||||||||||||||||
| GAAP-based License Gross Profit | $ | 175,181 | $ | (7,406) | $ | 182,587 | $ | 302,633 | $ | 890 | $ | 301,743 | |||||||||||||||||||||||
| GAAP-based License Gross Margin % | 95.1 | % | 96.6 | % | 94.9 | % | 95.9 | % | |||||||||||||||||||||||||||
| % License Revenues by Geography: | |||||||||||||||||||||||||||||||||||
| Americas | 33.8 | % | 47.4 | % | 42.1 | % | 44.8 | % | |||||||||||||||||||||||||||
| EMEA | 53.4 | % | 42.1 | % | 44.6 | % | 41.9 | % | |||||||||||||||||||||||||||
| Asia Pacific | 12.8 | % | 10.5 | % | 13.3 | % | 13.3 | % | |||||||||||||||||||||||||||
Three Months Ended December 31, 2025 Compared to Three Months Ended December 31, 2024
License revenues decreased by $4.7 million or 2.5% during the three months ended December 31, 2025 as compared to the same period in the prior fiscal year; down 5.3% after factoring in the favourable impact of $5.3 million of foreign exchange rate changes. Geographically, the overall change was attributable to a decrease in Americas of $27.3 million, offset by an increase in EMEA of $18.8 million and an increase in Asia Pacific of $3.8 million.
During the second quarter of Fiscal 2026, we closed 70 license contracts greater than $0.5 million, of which 32 contracts were greater than $1.0 million, contributing $88.0 million of License revenues. This was compared to 60 license contracts greater than $0.5 million during the second quarter of Fiscal 2025, of which 24 contracts were greater than $1.0 million, contributing $71.4 million of License revenues.
Cost of License revenues increased by $2.7 million during the three months ended December 31, 2025 as compared to the same period in the prior fiscal year. Overall, the gross margin percentage on License revenues decreased to 95% from 97%.
Six Months Ended December 31, 2025 Compared to Six Months Ended December 31, 2024
License revenues increased by $4.0 million or 1.3% during the six months ended December 31, 2025 as compared to the same period in the prior fiscal year; down 1.1% after factoring in the favourable impact of $7.5 million of foreign exchange rate changes. Geographically, the overall change was attributable to an increase in EMEA of $10.1 million and an increase in Asia Pacific of $0.7 million, partially offset by a decrease in Americas of $6.8 million.
During the first six months of Fiscal 2026, we closed 110 license contracts greater than $0.5 million, of which 41 contracts were greater than $1.0 million, contributing $144.1 million of License revenues. This was compared to 99 license contracts greater than $0.5 million during the first six months of Fiscal 2025, of which 39 contracts were greater than $1.0 million, contributing $111.0 million of License revenues.
Cost of License revenues increased by $3.1 million during the six months ended December 31, 2025 as compared to the same period in the prior fiscal year. Overall, the gross margin percentage on License revenues decreased to 95% from 96%.
4) Professional Service and Other:
Professional service and other revenues consist of revenues from consulting contracts and contracts to provide implementation, training and integration services (professional services). Other revenues consist of hardware revenues, which are included within the “Professional service and other” category because they are relatively immaterial to our service revenues. Professional services are typically performed after the purchase of new software licenses. Professional service and other revenues can vary from period to period based on the type of engagements as well as those implementations that are assumed by our partner network.
Cost of Professional service and other revenues consists primarily of the costs of providing integration, configuration and training with respect to our various software products. The most significant components of these costs are personnel-related expenses, travel costs and third-party subcontracting.
51
| Three Months Ended December 31, | Six Months Ended December 31, | ||||||||||||||||||||||||||||||||||
| (In thousands) | 2025 | Change increase (decrease) | 2024 | 2025 | Change increase (decrease) | 2024 | |||||||||||||||||||||||||||||
| Professional Service and Other Revenues: | |||||||||||||||||||||||||||||||||||
| Americas | $ | 26,626 | $ | (5,841) | $ | 32,467 | $ | 53,790 | $ | (13,260) | $ | 67,050 | |||||||||||||||||||||||
| EMEA | 44,028 | (3,033) | 47,061 | 86,873 | (4,322) | 91,195 | |||||||||||||||||||||||||||||
| Asia Pacific | 11,850 | (1,298) | 13,148 | 24,074 | (1,035) | 25,109 | |||||||||||||||||||||||||||||
| Total Professional Service and Other Revenues | 82,504 | (10,172) | 92,676 | 164,737 | (18,617) | 183,354 | |||||||||||||||||||||||||||||
| Cost of Professional Service and Other Revenues | 62,537 | (5,504) | 68,041 | 125,575 | (9,381) | 134,956 | |||||||||||||||||||||||||||||
| GAAP-based Professional Service and Other Gross Profit | $ | 19,967 | $ | (4,668) | $ | 24,635 | $ | 39,162 | $ | (9,236) | $ | 48,398 | |||||||||||||||||||||||
| GAAP-based Professional Service and Other Gross Margin % | 24.2 | % | 26.6 | % | 23.8 | % | 26.4 | % | |||||||||||||||||||||||||||
| % Professional Service and Other Revenues by Geography: | |||||||||||||||||||||||||||||||||||
| Americas | 32.3 | % | 35.0 | % | 32.7 | % | 36.6 | % | |||||||||||||||||||||||||||
| EMEA | 53.4 | % | 50.8 | % | 52.7 | % | 49.7 | % | |||||||||||||||||||||||||||
| Asia Pacific | 14.3 | % | 14.2 | % | 14.6 | % | 13.7 | % | |||||||||||||||||||||||||||
Three Months Ended December 31, 2025 Compared to Three Months Ended December 31, 2024
Professional service and other revenues decreased by $10.2 million or 11.0% during the three months ended December 31, 2025 as compared to the same period in the prior fiscal year; down 13.1% after factoring in the favourable impact of foreign exchange rate changes. Geographically, the overall change was attributable to a decrease in Americas of $5.8 million, a decrease in EMEA of $3.0 million and a decrease in Asia Pacific of $1.3 million.
Cost of Professional service and other revenues decreased by $5.5 million during the three months ended December 31, 2025 as compared to the same period in the prior fiscal year. This was primarily due to a decrease in labour-related costs of $6.1 million. Overall, the gross margin percentage on Professional service and other revenues decreased to 24% from 27%.
Six Months Ended December 31, 2025 Compared to Six Months Ended December 31, 2024
Professional service and other revenues decreased by $18.6 million or 10.2% during the six months ended December 31, 2025 as compared to the same period in the prior fiscal year; down 12.7% after factoring in the favourable impact of foreign exchange rate changes. Geographically, the overall change was attributable to a decrease in Americas of $13.3 million, a decrease in EMEA of $4.3 million and a decrease in Asia Pacific of $1.0 million.
Cost of Professional service and other revenues decreased by $9.4 million during the six months ended December 31, 2025 as compared to the same period in the prior fiscal year. This was primarily due to a decrease in labour-related costs of $10.4 million. Overall, the gross margin percentage on Professional service and other revenues decreased to 24% from 26%.
Amortization of Acquired Technology-based Intangible Assets
| Three Months Ended December 31, | Six Months Ended December 31, | ||||||||||||||||||||||||||||||||||
| (In thousands) | 2025 | Change increase (decrease) | 2024 | 2025 | Change increase (decrease) | 2024 | |||||||||||||||||||||||||||||
| Amortization of acquired technology-based intangible assets | $ | 44,204 | $ | (2,999) | $ | 47,203 | $ | 88,408 | $ | (6,039) | $ | 94,447 | |||||||||||||||||||||||
Amortization of acquired technology-based intangible assets decreased during the three months ended December 31, 2025 by $3.0 million as compared to the same period in the prior fiscal year. This was primarily due to a reduction in amortization related to technology-based intangible assets from previous acquisitions becoming fully amortized.
Amortization of acquired technology-based intangible assets decreased during the six months ended December 31, 2025 by $6.0 million as compared to the same period in the prior fiscal year. This was primarily due to a reduction in amortization related to technology-based intangible assets from previous acquisitions becoming fully amortized.
52
Operating Expenses
| Three Months Ended December 31, | Six Months Ended December 31, | ||||||||||||||||||||||||||||||||||
| (In thousands) | 2025 | Change increase (decrease) | 2024 | 2025 | Change increase (decrease) | 2024 | |||||||||||||||||||||||||||||
Research and development | $ | 158,309 | $ | (22,418) | $ | 180,727 | $ | 327,437 | $ | (43,983) | $ | 371,420 | |||||||||||||||||||||||
Sales and marketing | 287,995 | 14,066 | 273,929 | 545,050 | 25,239 | 519,811 | |||||||||||||||||||||||||||||
| General and administrative | 110,111 | 10,755 | 99,356 | 215,874 | 9,788 | 206,086 | |||||||||||||||||||||||||||||
| Depreciation | 35,267 | 3,388 | 31,879 | 71,188 | 7,138 | 64,050 | |||||||||||||||||||||||||||||
| Amortization of acquired customer-based intangible assets | 78,645 | (2,403) | 81,048 | 158,206 | (4,346) | 162,552 | |||||||||||||||||||||||||||||
| Special charges (recoveries) | 20,118 | 4,880 | 15,238 | 40,257 | (22,117) | 62,374 | |||||||||||||||||||||||||||||
| Total operating expenses | $ | 690,445 | $ | 8,268 | $ | 682,177 | $ | 1,358,012 | $ | (28,281) | $ | 1,386,293 | |||||||||||||||||||||||
| % of Total Revenues: | |||||||||||||||||||||||||||||||||||
| Research and development | 11.9 | % | 13.5 | % | 12.5 | % | 14.3 | % | |||||||||||||||||||||||||||
| Sales and marketing | 21.7 | % | 20.5 | % | 20.8 | % | 20.0 | % | |||||||||||||||||||||||||||
| General and administrative | 8.3 | % | 7.4 | % | 8.3 | % | 7.9 | % | |||||||||||||||||||||||||||
| Depreciation | 2.7 | % | 2.4 | % | 2.7 | % | 2.5 | % | |||||||||||||||||||||||||||
| Amortization of acquired customer-based intangible assets | 5.9 | % | 6.1 | % | 6.1 | % | 6.2 | % | |||||||||||||||||||||||||||
| Special charges (recoveries) | 1.5 | % | 1.1 | % | 1.5 | % | 2.4 | % | |||||||||||||||||||||||||||
Research and development expenses consist primarily of payroll and payroll-related benefits expenses, contracted research and development expenses, and facility costs. Research and development enables organic growth and improves product stability and functionality, and accordingly, we dedicate extensive efforts to update and upgrade our product offerings. The primary drivers are typically software upgrades and development.
Change between Three Months Ended December 31, 2025 and 2024 | Change between Six Months Ended December 31, 2025 and 2024 | ||||||||||
(In thousands) | increase (decrease) | increase (decrease) | |||||||||
| Payroll and payroll-related benefits | $ | (16,321) | $ | (29,510) | |||||||
| Contract labour and consulting | 12 | (3,765) | |||||||||
| Share-based compensation | (2,816) | (7,375) | |||||||||
| Travel and communication | (679) | (579) | |||||||||
| Facilities | (3,068) | (3,095) | |||||||||
| Other miscellaneous | 454 | 341 | |||||||||
| Total change in research and development expenses | $ | (22,418) | $ | (43,983) | |||||||
Research and development expenses decreased by $22.4 million during the three months ended December 31, 2025 as compared to the same period in the prior fiscal year, primarily from restructuring and other cost savings initiatives. Payroll and payroll-related benefits, which is comprised of salaries, benefits and variable short-term incentives, decreased by $16.3 million, facility-related expenses decreased by $3.1 million and share-based compensation expense decreased by $2.8 million. Overall, our research and development expenses, as a percentage of total revenues, decreased to 12% from 14% in the same period in the prior fiscal year.
Research and development expenses decreased by $44.0 million during the six months ended December 31, 2025 as compared to the same period in the prior fiscal year, primarily from restructuring and other cost savings initiatives. Payroll and payroll-related benefits, which is comprised of salaries, benefits and variable short-term incentives, decreased by $29.5 million, share-based compensation expense decreased by $7.4 million, contract labour and consulting decreased by $3.8 million, and facility-related expenses decreased by $3.1 million. Overall, our research and development expenses, as a percentage of total revenues, decreased to 13% from 14% in the same period in the prior fiscal year.
Our research and development labour resources decreased by 341 employees, from 7,401 employees at December 31, 2024 to 7,060 employees at December 31, 2025.
53
Sales and marketing expenses consist primarily of personnel expenses and costs associated with advertising, marketing events and trade shows.
Change between Three Months Ended December 31, 2025 and 2024 | Change between Six Months Ended December 31, 2025 and 2024 | ||||||||||
| (In thousands) | increase (decrease) | increase (decrease) | |||||||||
| Payroll and payroll-related benefits | $ | 18,669 | $ | 29,799 | |||||||
| Commissions | 5,945 | 8,214 | |||||||||
| Contract labour and consulting | (1,114) | (960) | |||||||||
| Share-based compensation | (3,386) | (5,805) | |||||||||
| Travel and communication | 1,120 | 2,959 | |||||||||
| Marketing expenses | (984) | (1,785) | |||||||||
| Facilities | (2,651) | (3,110) | |||||||||
Credit loss expense | (1,531) | (1,767) | |||||||||
| Other miscellaneous | (2,002) | (2,306) | |||||||||
| Total change in sales and marketing expenses | $ | 14,066 | $ | 25,239 | |||||||
Sales and marketing expenses increased by $14.1 million during the three months ended December 31, 2025 as compared to the same period in the prior fiscal year, primarily from higher sales and marketing headcount. Payroll and payroll-related benefits, which is comprised of salaries, benefits and variable short-term incentives, increased by $18.7 million and commissions increased by $5.9 million partially offset by decreases in share-based compensation expense of $3.4 million, and facility-related expenses of $2.7 million. Overall, our sales and marketing expenses, as a percentage of total revenues, increased to 22% compared to 21% for the same period in the prior fiscal year.
Sales and marketing expenses increased by $25.2 million during the six months ended December 31, 2025 as compared to the same period in the prior fiscal year, primarily from higher sales and marketing headcount. Payroll and payroll-related benefits, which is comprised of salaries, benefits and variable short-term incentives, increased by $29.8 million, commissions increased by $8.2 million and travel and communication expenses increased by $3.0 million. These increases were partially offset by decreases in share-based compensation expense of $5.8 million, and facility-related expenses of $3.1 million. Overall, our sales and marketing expenses, as a percentage of total revenues, increased to 21% compared to 20% in the same period in the prior fiscal year.
Our sales and marketing labour resources increased by 139 employees, from 4,038 employees at December 31, 2024 to 4,177 employees at December 31, 2025.
General and administrative expenses consist primarily of payroll and payroll related benefits expenses, related overhead, audit fees, other professional fees, contract labour and consulting expenses and public company costs.
Change between Three Months Ended December 31, 2025 and 2024 | Change between Six Months Ended December 31, 2025 and 2024 | ||||||||||
| (In thousands) | increase (decrease) | increase (decrease) | |||||||||
| Payroll and payroll-related benefits | $ | (1,167) | $ | (6,355) | |||||||
| Contract labour and consulting | 7,406 | 11,541 | |||||||||
| Share-based compensation | (1,223) | (4,582) | |||||||||
| Travel and communication | (1,431) | (1,698) | |||||||||
| Facilities | 6,252 | 9,886 | |||||||||
| Other miscellaneous | 918 | 996 | |||||||||
| Total change in general and administrative expenses | $ | 10,755 | $ | 9,788 | |||||||
General and administrative expenses increased by $10.8 million during the three months ended December 31, 2025 as compared to the same period in the prior fiscal year. The increase was primarily due to increased contract labour and consulting expenses of $7.4 million and facility-related expenses of $6.3 million, partially offset by decreases in travel and communication expenses of $1.4 million and share-based compensation of $1.2 million. Overall, general and administrative expenses, as a percentage of total revenues, increased to 8% compared to 7% for the same period in the prior fiscal year.
General and administrative expenses increased by $9.8 million during the six months ended December 31, 2025 as compared to the same period in the prior fiscal year. Contract labour and consulting expenses increased by $11.5 million and facility-related expenses increased by $9.9 million. These increases were partially offset by decreases in payroll and payroll-related benefits, which is comprised of salaries, benefits and variable short-term incentives of $6.4 million, share-based
54
compensation of $4.6 million and travel and communication expenses of $1.7 million. Overall, general and administrative expenses, as a percentage of total revenues, remained stable at 8%, compared to the same period in the prior fiscal year.
Our general and administrative labour resources decreased by 299 employees, from 3,083 employees at December 31, 2024 to 2,784 employees at December 31, 2025.
Depreciation expenses:
| Three Months Ended December 31, | Six Months Ended December 31, | ||||||||||||||||||||||||||||||||||
| (In thousands) | 2025 | Change increase (decrease) | 2024 | 2025 | Change increase (decrease) | 2024 | |||||||||||||||||||||||||||||
| Depreciation | $ | 35,267 | $ | 3,388 | $ | 31,879 | $ | 71,188 | $ | 7,138 | $ | 64,050 | |||||||||||||||||||||||
Depreciation expenses increased during the three months ended December 31, 2025 by $3.4 million as compared to the same period in the prior fiscal year. Depreciation expenses, as a percentage of total revenue, increased for the three months ended December 31, 2025 to approximately 3% as compared to 2% for the same period in the prior fiscal year.
Depreciation expenses increased during the six months ended December 31, 2025 by $7.1 million compared to the same period in the prior fiscal year. Depreciation expenses, as a percentage of total revenue, increased for the six months ended December 31, 2025 to 3% as compared to 2% or the same period in the prior fiscal year.
Amortization of acquired customer-based intangible assets:
| Three Months Ended December 31, | Six Months Ended December 31, | ||||||||||||||||||||||||||||||||||
| (In thousands) | 2025 | Change increase (decrease) | 2024 | 2025 | Change increase (decrease) | 2024 | |||||||||||||||||||||||||||||
| Amortization of acquired customer-based intangible assets | $ | 78,645 | $ | (2,403) | $ | 81,048 | $ | 158,206 | $ | (4,346) | $ | 162,552 | |||||||||||||||||||||||
Amortization of acquired customer-based intangible assets decreased during the three months ended December 31, 2025 by $2.4 million, as compared to the same period in the prior fiscal year. This was primarily due to a reduction in amortization related to customer-based intangible assets from previous acquisitions becoming fully amortized.
Amortization of acquired customer-based intangible assets decreased during the six months ended December 31, 2025 by $4.3 million, as compared to the same period in the prior fiscal year. This was primarily due to a reduction in amortization related to customer-based intangible assets from previous acquisitions becoming fully amortized.
Special charges (recoveries):
Special charges (recoveries) typically relate to amounts that we expect to pay in connection with restructuring plans, acquisition and divestiture-related costs and other similar charges and recoveries. Generally, we implement such plans in the context of integrating acquired entities with existing OpenText operations. Actions related to such restructuring plans are typically completed within a period of one year. In certain limited situations, if the planned activity does not need to be implemented, or an expense lower than anticipated is paid out, we record a recovery of the originally recorded expense to Special charges (recoveries).
| Three Months Ended December 31, | Six Months Ended December 31, | ||||||||||||||||||||||||||||||||||
| (In thousands) | 2025 | Change increase (decrease) | 2024 | 2025 | Change increase (decrease) | 2024 | |||||||||||||||||||||||||||||
| Special charges (recoveries) | $ | 20,118 | $ | 4,880 | $ | 15,238 | $ | 40,257 | $ | (22,117) | $ | 62,374 | |||||||||||||||||||||||
Special charges (recoveries) increased by $4.9 million during the three months ended December 31, 2025, as compared to the same period in the prior fiscal year. This was primarily due to an increase in divestiture costs of $3.0 million and an increase in restructuring costs related to Business Optimization initiatives, of $1.9 million, as compared to the same period in the prior fiscal year.
Special charges (recoveries) decreased by $22.1 million during the six months ended December 31, 2025 as compared to the same period in the prior fiscal year. This was due to a decrease in restructuring costs of $26.0 million primarily related to the timing of Business Optimization initiatives, partially offset by an increase in other miscellaneous charges of $4.7 million, as compared to the same period in the prior fiscal year.
For more details on Special charges (recoveries), see Note 16 “Special Charges (Recoveries)” to our Condensed Consolidated Financial Statements.
55
Other Income (Expense), Net
The components of other income (expense), net were as follows:
| Three Months Ended December 31, | Six Months Ended December 31, | ||||||||||||||||||||||||||||||||||
| (In thousands) | 2025 | Change increase (decrease) | 2024 | 2025 | Change increase (decrease) | 2024 | |||||||||||||||||||||||||||||
Foreign exchange gains (losses) | $ | (6,752) | $ | (32,291) | $ | 25,539 | $ | (19,907) | $ | (34,067) | $ | 14,160 | |||||||||||||||||||||||
Unrealized gains (losses) on derivatives not designated as hedges (1) | 2,906 | (42,643) | 45,549 | 10,749 | (9,865) | 20,614 | |||||||||||||||||||||||||||||
OpenText share in net income (loss) of equity investees (2) | 5,216 | 3,678 | 1,538 | 7,633 | 5,640 | 1,993 | |||||||||||||||||||||||||||||
Adjustment to gain on AMC Divestiture (3) | — | 4,175 | (4,175) | — | 4,175 | (4,175) | |||||||||||||||||||||||||||||
| Other miscellaneous income (expense) | 1,562 | 1,398 | 164 | 1,481 | 1,113 | 368 | |||||||||||||||||||||||||||||
| Total other income (expense), net | $ | 2,932 | $ | (65,683) | $ | 68,615 | $ | (44) | $ | (33,004) | $ | 32,960 | |||||||||||||||||||||||
__________________________
(1)Represents the unrealized gains (losses) on our derivatives not designated as hedges related to the Micro Focus Acquisition (see Note 15 “Derivative Instruments and Hedging Activities” to our Condensed Consolidated Financial Statements for more details).
(2)Represents our share in net income (loss) of equity investees, which approximates fair value and subject to volatility based on market trends and business conditions, based on our interest in certain investment funds in which we are a limited partner. Our interests in each of these investees range from 4% to below 20% and these investments are accounted for using the equity method (see Note 7 “Prepaid Expenses and Other Assets” to our Condensed Consolidated Financial Statements for more details).
(3)Represents final settlement of working capital and other adjustments related to the AMC Divestiture (see Note 17 “Acquisitions and Divestitures” to our Condensed Consolidated Financial Statements for more details).
Interest and Other Related Expense, Net
Interest and other related expense, net is primarily comprised of interest paid and accrued on our debt facilities, offset by interest income earned on our cash and cash equivalents.
| Three Months Ended December 31, | Six Months Ended December 31, | ||||||||||||||||||||||||||||||||||
| (In thousands) | 2025 | Change increase (decrease) | 2024 | 2025 | Change increase (decrease) | 2024 | |||||||||||||||||||||||||||||
Interest expense related to total outstanding debt (1) | $ | 82,814 | $ | (6,187) | $ | 89,001 | $ | 167,537 | $ | (15,147) | $ | 182,684 | |||||||||||||||||||||||
| Interest income | (10,535) | 1,368 | (11,903) | (20,751) | 5,710 | (26,461) | |||||||||||||||||||||||||||||
Other miscellaneous expense (2) | 6,948 | 431 | 6,517 | 13,555 | 1,881 | 11,674 | |||||||||||||||||||||||||||||
| Total interest and other related expense, net | $ | 79,227 | $ | (4,388) | $ | 83,615 | $ | 160,341 | $ | (7,556) | $ | 167,897 | |||||||||||||||||||||||
__________________________
(1)For more details, see Note 9 “Long-Term Debt” to our Condensed Consolidated Financial Statements.
(2)Other miscellaneous expense primarily consists of the amortization of debt discount and the debt issuance costs. For more details, see Note 9 “Long-Term Debt” to our Condensed Consolidated Financial Statements.
Provision for Income Taxes
We operate in several tax jurisdictions and are exposed to various foreign tax rates.
| Three Months Ended December 31, | Six Months Ended December 31, | ||||||||||||||||||||||||||||||||||
| (In thousands) | 2025 | Change increase (decrease) | 2024 | 2025 | Change increase (decrease) | 2024 | |||||||||||||||||||||||||||||
Provision for income taxes | $ | 47,334 | $ | (3,559) | $ | 50,893 | $ | 86,533 | $ | 33,757 | $ | 52,776 | |||||||||||||||||||||||
The Company’s effective tax rate for the three and six months ended December 31, 2025 were 22.0% and 21.6%, respectively. The Company’s effective tax rate for the three and six months ended December 31, 2024 were 18.1% and 14.4%, respectively. The effective tax rate increased year over year primarily related to reduced releases in unrecognized tax benefits in the three and six months ended December 31, 2025 as compared to the three and six months ended December 31, 2024.
On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted in the U.S., 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.
56
The changes had an immaterial impact to the Company’s effective tax rate for the three and six months ended December 31, 2025.
For information on certain potential tax contingencies, including the Canada Revenue Agency (CRA) matter, see Note 12 “Guarantees and Contingencies” and Note 13 “Income Taxes” to our Condensed Consolidated Financial Statements, as well as Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for Fiscal 2025.
57
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 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, 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
58
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.
The following charts provide unaudited reconciliations of U.S. GAAP-based financial measures to Non-GAAP-based financial measures for the following periods presented.
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 support | 58,497 | (1,087) | (1) | 57,410 | ||||||||||||||||
| Professional service and other | 62,537 | (822) | (1) | 61,715 | ||||||||||||||||
| Amortization of acquired technology-based intangible assets | 44,204 | (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 development | 158,309 | (4,839) | (1) | 153,470 | ||||||||||||||||
| Sales and marketing | 287,995 | (7,837) | (1) | 280,158 | ||||||||||||||||
| General and administrative | 110,111 | (5,050) | (1) | 105,061 | ||||||||||||||||
| Amortization of acquired customer-based intangible assets | 78,645 | (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), net | 2,932 | (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. See Note 16 “Special Charges (Recoveries)” to our Condensed Consolidated Financial Statements for more details.
(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 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.
59
(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: | |||||||||||
| Amortization | 122,849 | 0.49 | |||||||||
| Share-based compensation | 21,232 | 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, net | 79,227 | ||||
| Amortization of acquired technology-based intangible assets | 44,204 | ||||
| Amortization of acquired customer-based intangible assets | 78,645 | ||||
| Depreciation | 35,267 | ||||
| Share-based compensation | 21,232 | ||||
| Special charges (recoveries) | 20,118 | ||||
| Other (income) expense, net | (2,932) | ||||
| Adjusted EBITDA | $ | 491,186 | |||
| GAAP-based net income margin | 12.7 | % | |||
| Adjusted EBITDA margin | 37.0 | % | |||
Reconciliation of Free Cash Flows
| Three Months Ended December 31, 2025 | |||||
| GAAP-based cash flows provided by operating activities | $ | 318,659 | |||
| Add: | |||||
| Capital expenditures | (39,215) | ||||
Free cash flows | $ | 279,444 | |||
60
Reconciliation of selected GAAP-based measures to Non-GAAP-based measures
for the three months ended December 31, 2024
(In thousands, except for per share data)
| Three Months Ended December 31, 2024 | ||||||||||||||||||||
| 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 | $ | 172,288 | $ | (2,796) | (1) | $ | 169,492 | |||||||||||||
| Customer support | 62,656 | (1,139) | (1) | 61,517 | ||||||||||||||||
| Professional service and other | 68,041 | (1,273) | (1) | 66,768 | ||||||||||||||||
| Amortization of acquired technology-based intangible assets | 47,203 | (47,203) | (2) | — | ||||||||||||||||
| GAAP-based gross profit and gross margin (%) / Non-GAAP-based gross profit and gross margin (%) | 977,976 | 73.3% | 52,411 | (3) | 1,030,387 | 77.2% | ||||||||||||||
| Operating expenses | ||||||||||||||||||||
| Research and development | 180,727 | (7,656) | (1) | 173,071 | ||||||||||||||||
| Sales and marketing | 273,929 | (11,223) | (1) | 262,706 | ||||||||||||||||
| General and administrative | 99,356 | (6,274) | (1) | 93,082 | ||||||||||||||||
| Amortization of acquired customer-based intangible assets | 81,048 | (81,048) | (2) | — | ||||||||||||||||
| Special charges (recoveries) | 15,238 | (15,238) | (4) | — | ||||||||||||||||
GAAP-based income from operations / Non-GAAP-based income from operations | 295,799 | 173,850 | (5) | 469,649 | ||||||||||||||||
| Other income (expense), net | 68,615 | (68,615) | (6) | — | ||||||||||||||||
Provision for income taxes | 50,893 | 41,755 | (7) | 92,648 | ||||||||||||||||
GAAP-based net income / Non-GAAP-based net income, attributable to OpenText | 229,862 | 63,480 | (8) | 293,342 | ||||||||||||||||
| GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText | $ | 0.87 | $ | 0.24 | (8) | $ | 1.11 | |||||||||||||
______________________
(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. See Note 16 “Special Charges (Recoveries)” to our Condensed Consolidated Financial Statements for more details.
(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 18% 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:
61
| Three Months Ended December 31, 2024 | |||||||||||
| Per share diluted | |||||||||||
GAAP-based net income, attributable to OpenText | $ | 229,862 | $ | 0.87 | |||||||
| Add: | |||||||||||
| Amortization | 128,251 | 0.49 | |||||||||
| Share-based compensation | 30,361 | 0.11 | |||||||||
| Special charges (recoveries) | 15,238 | 0.06 | |||||||||
| Other (income) expense, net | (68,615) | (0.26) | |||||||||
GAAP-based provision for income taxes | 50,893 | 0.19 | |||||||||
Non-GAAP-based provision for income taxes | (92,648) | (0.35) | |||||||||
Non-GAAP-based net income, attributable to OpenText | $ | 293,342 | $ | 1.11 | |||||||
Reconciliation of Adjusted EBITDA
| Three Months Ended December 31, 2024 | |||||
GAAP-based net income, attributable to OpenText | $ | 229,862 | |||
| Add: | |||||
Provision for income taxes | 50,893 | ||||
| Interest and other related expense, net | 83,615 | ||||
| Amortization of acquired technology-based intangible assets | 47,203 | ||||
| Amortization of acquired customer-based intangible assets | 81,048 | ||||
| Depreciation | 31,879 | ||||
| Share-based compensation | 30,361 | ||||
| Special charges (recoveries) | 15,238 | ||||
| Other (income) expense, net | (68,615) | ||||
| Adjusted EBITDA | $ | 501,484 | |||
| GAAP-based net income margin | 17.2 | % | |||
| Adjusted EBITDA margin | 37.6 | % | |||
Reconciliation of Free Cash Flows
| Three Months Ended December 31, 2024 | |||||
| GAAP-based cash flows provided by operating activities | $ | 347,992 | |||
| Add: | |||||
Capital expenditures | (41,269) | ||||
| Free cash flows | $ | 306,723 | |||
62
Reconciliation of selected GAAP-based measures to Non-GAAP-based measures
for the six months ended December 31, 2025
(In thousands, except for per share data)
| Six 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 | $ | 342,469 | $ | (3,346) | (1) | $ | 339,123 | |||||||||||||
| Customer support | 122,561 | (2,140) | (1) | 120,421 | ||||||||||||||||
| Professional service and other | 125,575 | (1,321) | (1) | 124,254 | ||||||||||||||||
| Amortization of acquired technology-based intangible assets | 88,408 | (88,408) | (2) | — | ||||||||||||||||
| GAAP-based gross profit and gross margin (%) / Non-GAAP-based gross profit and gross margin (%) | 1,919,716 | 73.4% | 95,215 | (3) | 2,014,931 | 77.1% | ||||||||||||||
| Operating expenses | ||||||||||||||||||||
| Research and development | 327,437 | (8,448) | (1) | 318,989 | ||||||||||||||||
| Sales and marketing | 545,050 | (14,733) | (1) | 530,317 | ||||||||||||||||
| General and administrative | 215,874 | (8,925) | (1) | 206,949 | ||||||||||||||||
| Amortization of acquired customer-based intangible assets | 158,206 | (158,206) | (2) | — | ||||||||||||||||
| Special charges (recoveries) | 40,257 | (40,257) | (4) | — | ||||||||||||||||
GAAP-based income from operations / Non-GAAP-based income from operations | 561,704 | 325,784 | (5) | 887,488 | ||||||||||||||||
| Other income (expense), net | (44) | 44 | (6) | — | ||||||||||||||||
Provision for income taxes | 86,533 | 87,982 | (7) | 174,515 | ||||||||||||||||
GAAP-based net income / Non-GAAP-based net income, attributable to OpenText | 314,707 | 237,846 | (8) | 552,553 | ||||||||||||||||
| GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText | $ | 1.24 | $ | 0.94 | (8) | $ | 2.18 | |||||||||||||
______________________
(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. See Note 16 “Special Charges (Recoveries)” to our Condensed Consolidated Financial Statements for more details.
(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 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.
63
(8)Reconciliation of GAAP-based net income to Non-GAAP-based net income:
| Six Months Ended December 31, 2025 | ||||||||
| Per share diluted | ||||||||
GAAP-based net income, attributable to OpenText | $ | 314,707 | $ | 1.24 | ||||
| Add: | ||||||||
| Amortization | 246,614 | 0.98 | ||||||
| Share-based compensation | 38,913 | 0.15 | ||||||
| Special charges (recoveries) | 40,257 | 0.16 | ||||||
| Other (income) expense, net | 44 | — | ||||||
GAAP-based provision for income taxes | 86,533 | 0.34 | ||||||
Non-GAAP-based provision for income taxes | (174,515) | (0.69) | ||||||
Non-GAAP-based net income, attributable to OpenText | $ | 552,553 | $ | 2.18 | ||||
Reconciliation of Adjusted EBITDA
| Six Months Ended December 31, 2025 | |||||
GAAP-based net income, attributable to OpenText | $ | 314,707 | |||
| Add: | |||||
Provision for income taxes | 86,533 | ||||
| Interest and other related expense, net | 160,341 | ||||
| Amortization of acquired technology-based intangible assets | 88,408 | ||||
| Amortization of acquired customer-based intangible assets | 158,206 | ||||
| Depreciation | 71,188 | ||||
| Share-based compensation | 38,913 | ||||
| Special charges (recoveries) | 40,257 | ||||
| Other (income) expense, net | 44 | ||||
| Adjusted EBITDA | $ | 958,597 | |||
| GAAP-based net income margin | 12.0 | % | |||
| Adjusted EBITDA margin | 36.7 | % | |||
Reconciliation of Free Cash Flows
| Six Months Ended December 31, 2025 | |||||
| GAAP-based cash flows provided by operating activities | $ | 466,422 | |||
| Add: | |||||
Capital expenditures | (85,749) | ||||
| Free cash flows | $ | 380,673 | |||
64
Reconciliation of selected GAAP-based measures to Non-GAAP-based measures
for the six months ended December 31, 2024
(In thousands, except for per share data)
| Six Months Ended December 31, 2024 | ||||||||||||||||||||
| 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 | $ | 347,545 | $ | (4,982) | (1) | $ | 342,563 | |||||||||||||
| Customer support | 125,230 | (2,481) | (1) | 122,749 | ||||||||||||||||
| Professional service and other | 134,956 | (2,587) | (1) | 132,369 | ||||||||||||||||
| Amortization of acquired technology-based intangible assets | 94,447 | (94,447) | (2) | — | ||||||||||||||||
| GAAP-based gross profit and gross margin (%) / Non-GAAP-based gross profit and gross margin (%) | 1,888,334 | 72.5% | 104,497 | (3) | 1,992,831 | 76.5% | ||||||||||||||
| Operating expenses | ||||||||||||||||||||
| Research and development | 371,420 | (15,823) | (1) | 355,597 | ||||||||||||||||
| Sales and marketing | 519,811 | (20,538) | (1) | 499,273 | ||||||||||||||||
| General and administrative | 206,086 | (13,508) | (1) | 192,578 | ||||||||||||||||
| Amortization of acquired customer-based intangible assets | 162,552 | (162,552) | (2) | — | ||||||||||||||||
| Special charges (recoveries) | 62,374 | (62,374) | (4) | — | ||||||||||||||||
GAAP-based income from operations / Non-GAAP-based income from operations | 502,041 | 379,292 | (5) | 881,333 | ||||||||||||||||
| Other income (expense), net | 32,960 | (32,960) | (6) | — | ||||||||||||||||
Provision for income taxes | 52,776 | 118,448 | (7) | 171,224 | ||||||||||||||||
GAAP-based net income / Non-GAAP-based net income, attributable to OpenText | 314,230 | 227,884 | (8) | 542,114 | ||||||||||||||||
| GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText | $ | 1.18 | $ | 0.85 | (8) | $ | 2.03 | |||||||||||||
______________________
(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. See Note 16 “Special Charges (Recoveries)” to our Condensed Consolidated Financial Statements for more details.
(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 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.
65
(8)Reconciliation of GAAP-based net income to Non-GAAP-based net income:
| Six Months Ended December 31, 2024 | ||||||||
| Per share diluted | ||||||||
GAAP-based net income, attributable to OpenText | $ | 314,230 | $ | 1.18 | ||||
| Add: | ||||||||
| Amortization | 256,999 | 0.96 | ||||||
| Share-based compensation | 59,919 | 0.22 | ||||||
| Special charges (recoveries) | 62,374 | 0.23 | ||||||
| Other (income) expense, net | (32,960) | (0.12) | ||||||
GAAP-based provision for income taxes | 52,776 | 0.20 | ||||||
Non-GAAP-based provision for income taxes | (171,224) | (0.64) | ||||||
Non-GAAP-based net income, attributable to OpenText | $ | 542,114 | $ | 2.03 | ||||
Reconciliation of Adjusted EBITDA
| Six Months Ended December 31, 2024 | |||||
GAAP-based net income, attributable to OpenText | $ | 314,230 | |||
| Add: | |||||
Provision for income taxes | 52,776 | ||||
| Interest and other related expense, net | 167,897 | ||||
| Amortization of acquired technology-based intangible assets | 94,447 | ||||
| Amortization of acquired customer-based intangible assets | 162,552 | ||||
| Depreciation | 64,050 | ||||
| Share-based compensation | 59,919 | ||||
| Special charges (recoveries) | 62,374 | ||||
| Other (income) expense, net | (32,960) | ||||
| Adjusted EBITDA | $ | 945,285 | |||
| GAAP-based net income margin | 12.1 | % | |||
| Adjusted EBITDA margin | 36.3 | % | |||
Reconciliation of Free Cash Flows
| Six Months Ended December 31, 2024 | |||||
| GAAP-based cash flows provided by operating activities | $ | 270,186 | |||
| Add: | |||||
Capital expenditures | (80,585) | ||||
| Free cash flows | $ | 189,601 | |||
66
LIQUIDITY AND CAPITAL RESOURCES
The following tables set forth changes in cash flows from operating, investing and financing activities for the periods indicated:
(In thousands) | As of December 31, 2025 | Change increase (decrease) | As of June 30, 2025 | ||||||||||||||
| Cash and cash equivalents | $ | 1,271,374 | $ | 114,878 | $ | 1,156,496 | |||||||||||
Restricted cash (1) | 1,623 | 13 | 1,610 | ||||||||||||||
| Total cash, cash equivalents and restricted cash | $ | 1,272,997 | $ | 114,891 | $ | 1,158,106 | |||||||||||
______________________
(1)Restricted cash is classified under the Prepaid expenses and other current assets and Other assets line items on the Condensed Consolidated Balance Sheets (see Note 7 “Prepaid Expenses and Other Assets” to our Condensed Consolidated Financial Statements for more details).
| Six Months Ended December 31, | |||||||||||||||||
(In thousands) | 2025 | Change | 2024 | ||||||||||||||
Cash provided by operating activities | $ | 466,422 | $ | 196,236 | $ | 270,186 | |||||||||||
Cash used in investing activities | (84,247) | (387) | (83,860) | ||||||||||||||
Cash used in financing activities | (270,787) | 64,330 | (335,117) | ||||||||||||||
Cash and cash equivalents
Cash and cash equivalents primarily consist of balances with banks as well as deposits with original maturities of 90 days or less.
We continue to anticipate that our cash and cash equivalents, as well as available credit facilities, will be sufficient to fund our anticipated cash requirements for working capital, contractual commitments, capital expenditures, dividends and operating needs for the next twelve months. Any further material or acquisition-related activities may require additional sources of financing and would be subject to the financial covenants established under our credit facilities. For more details, see “Long-term Debt and Credit Facilities” below.
Cash flows from operating activities
Cash flows from operating activities increased by $196.2 million during the six months ended December 31, 2025, as compared to the same period in the prior fiscal year principally related to an increase in net changes from working capital of $190.7 million primarily from the one-time tax payments made in the prior year related to the AMC Divestiture, and an increase in net income after the impact of non-cash items of $5.5 million.
During the second quarter of Fiscal 2026 we had a days sales outstanding (DSO) of 45 days, as compared to our DSO of 43 days during the second quarter of Fiscal 2025. The per day impact of our DSO in the second quarter of Fiscal 2026 and Fiscal 2025 on our cash flows was $14.7 million and $14.8 million, respectively. In arriving at DSO, we exclude contract assets as these assets do not provide an unconditional right to the related consideration from the customer.
Cash flows from investing activities
Cash flows from investing activities are primarily on account of acquisitions and additions of property and equipment.
Cash flows used in investing activities increased by $0.4 million during the six months ended December 31, 2025, as compared to the same period in the prior fiscal year primarily due to an increase of $12.1 million, which includes additions for property and equipment of $5.2 million and a decrease in proceeds from other investing activities of $6.9 million, offset by a payment of $11.7 million made in the prior year related to working capital net settlement on the AMC Divestiture.
Cash flows from financing activities
Our cash flows from financing activities generally consist of long-term debt financing and amounts received from stock options exercised by our employees and Employee Stock Purchase Plan (ESPP) purchases by our employees. These inflows are typically offset by scheduled and non-scheduled repayments of our long-term debt financing and, when applicable, the payment of dividends and/or repurchases of our Common Shares.
Cash flows used in financing activities decreased by $64.3 million during the six months ended December 31, 2025 as compared to the same period in the prior fiscal year. This is primarily due to the net impact of the following activities:
(i)$60.8 million related to the a decrease in cash used in the repurchases of Common Shares and treasury stock;
67
(ii)$23.8 million related to higher proceeds from the issuance of Common Shares for the exercise of options and the ESPP.
The decreases in cash flows used in financing activities above were partially offset by the following increase:
(iii)$21.9 million due to a net change in TSA obligations driven by cash collections on behalf of Rocket Software related to certain transition services performed by the Company related to the AMC Divestiture. All transition services pursuant to the TSA were completed as of June 30, 2025.
Cash Dividends
During the three and six months ended December 31, 2025, we declared and paid cash dividends of $0.275 and $0.55 per Common Share, respectively, in the aggregate amount of $68.5 million and $136.7 million, respectively (three and six months ended December 31, 2024—$0.2625 and $0.525 per Common Share, respectively, in the aggregate amount of $68.3 million and $137.4 million, respectively).
Future declarations of dividends and the establishment of future record and payment dates are subject to final determination and discretion of the Board. See Item 5 “Dividend Policy” included within our Annual Report on Form 10-K for Fiscal 2025 for more information.
Long-Term Debt and Credit Facilities
Our long-term debt and credit facilities consist of senior notes, a term loan facility, and a revolving credit facility, as described below and further detailed in Note 9 “Long-Term Debt” to our Condensed Consolidated Financial Statements.
Senior Notes
As of December 31, 2025, we had senior debt outstanding, with maturities starting in 2027 and extending through 2031, with a total carrying value of $4.3 billion. The senior notes bear interest at rates between 3.875% and 6.90%, in each case payable semi-annually in arrears. Our senior secured notes due 2027 are guaranteed by certain of the Company’s subsidiaries and are secured with the same priority as the Company’s senior credit facilities.
Acquisition Term Loan
In August 2022, we entered into a $2.585 billion first lien term loan facility (Acquisition Term Loan) with a seven-year term from the date of funding. The Acquisition Term Loan was amended in December 2022 to increase the aggregate principal amount to $3.585 billion. 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 December 31, 2025, the balance outstanding under the Acquisition Term Loan was $2.167 billion.
On January 15, 2026, we used the proceeds from the eDOCS divestiture to prepay $163.0 million of our aggregate outstanding principal balance on the Acquisition Term Loan. Following this prepayment, the remaining balance of the Acquisition Term Loan is $2.004 billion. See Note 24 “Subsequent Events” for more details.
Revolver
On December 19, 2023, we amended our $750 million committed revolving credit facility (the Revolver) to, among other things, extend the Revolver’s maturity date to December 19, 2028. There were no outstanding borrowings under the Revolver as of December 31, 2025. 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 and our senior secured notes due 2027. Borrowings under the Revolver currently 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%.
Shelf Registration Statement
On December 12, 2025, we filed a universal shelf registration statement on Form S-3 with the SEC, which became effective automatically (the Shelf Registration Statement). The Shelf Registration Statement allows for primary and secondary offerings from time to time of equity, debt and other securities, including Common Shares, Preference Shares, debt securities, depositary shares, warrants, purchase contracts, units and subscription receipts. As the Company qualifies as a “well-known seasoned issuer” in Canada, a short-form base shelf prospectus qualifying the distribution of such securities was concurrently filed with Canadian securities regulators on December 12, 2025. The type of securities and the specific terms thereof will be
68
determined at the time of any offering and will be described in the applicable prospectus supplement to be filed separately with the SEC and Canadian securities regulators.
Share Repurchase Plan / Normal Course Issuer Bid
On April 30, 2024, the Company’s Board of Directors (the Board) authorized a share repurchase plan (the Fiscal 2024 Repurchase Plan) pursuant to which we were authorized to purchase for cancellation, in open market transactions from time to time over the 12-month period commencing on May 7, 2024 until May 6, 2025, up to an aggregate of $250 million of our Common Shares.
On July 31, 2024, in order to align our share repurchase plan to our fiscal year, the Board approved the early termination of the Fiscal 2024 Repurchase Plan and authorized a share repurchase plan (the Fiscal 2025 Repurchase Plan), pursuant to which we were authorized to purchase for cancellation from time to time over the 12 month period commencing on August 7, 2024 until August 6, 2025, if considered advisable, up to an aggregate of $300 million of our Common Shares. On March 13, 2025, the Company increased the authorized limit of the Fiscal 2025 Repurchase Plan by $150 million to $450 million.
On August 6, 2025, the Company renewed its share repurchase plan, pursuant to which we may purchase for cancellation in open market transactions, from time to time over the 12-month period commencing on August 12, 2025 until August 11, 2026, if considered advisable, up to an aggregate of $300 million of our Common Shares on the TSX (as part of a Fiscal 2026 NCIB, defined below), the NASDAQ and/or alternative trading systems in Canada and/or the United States, if eligible, subject to applicable law and stock exchange rules (the Fiscal 2026 Repurchase Plan) The price that we are authorized to pay for Common Shares in open market transactions is the market price at the time of purchase or such other price as is permitted by applicable law or stock exchange rules. The Fiscal 2026 Repurchase Plan will be effected in accordance with Rule 10b-18 under the Exchange Act and includes a normal course issuer bid to provide means to execute purchases over the TSX. Further, as part of the renewal of the Fiscal 2026 NCIB (as defined below), the Company established an automatic share repurchase plan (ASPP) with its broker to facilitate repurchases of the Common Shares. Under the terms of the ASPP, the Company’s broker is be permitted to make purchases at its sole discretion based on parameters set by the Company in accordance with TSX rules, applicable law and the terms of the ASPP, during periods when the Company would ordinarily not be permitted to make purchases, whether due to regulatory restriction or customary self-imposed blackout periods. Outside of such periods, Common Shares can be purchased based on management’s discretion, in compliance with TSX rules and applicable law. All purchases of Common Shares made under the ASPP are be included in determining the number of Common Shares purchased under the NCIB.
During the three and six months ended December 31, 2025, we repurchased and cancelled 1,389,600 and 4,545,923 Common Shares, inclusive of 2% Canadian excise taxes recorded, for $50.2 million and $152.2 million, respectively (three and six months ended December 31, 2024, 2,212,971 and 4,862,102 Common Shares, respectively, for $67.1 million and $153.6 million, respectively).
Additionally, as of December 31, 2025, we recorded an accrual and a corresponding charge to retained earnings of $50.0 million, representing the estimated value of Common Shares expected to be repurchased following the fiscal quarter ended December 31, 2025 pursuant to the ASPP.
Normal Course Issuer Bid
On July 31, 2024, the Company voluntarily terminated the normal course issuer bid previously authorized on April 30, 2024 and established a new normal course issuer bid (the Fiscal 2025 NCIB) in order to provide it with a means to execute purchases over the TSX from the period commencing on August 7, 2024 until August 6, 2025 as part of the overall Fiscal 2025 Repurchase Plan.
On August 6, 2025 the Company renewed its normal course issuer bid (the Fiscal 2026 NCIB) in order to provide it with a means to execute purchases over the TSX as part of the overall Fiscal 2026 Repurchase Plan.
The TSX approved the Company’s notice of intention to commence the Fiscal 2026 NCIB, pursuant to which the Company may purchase Common Shares over the TSX for the period commencing on August 12, 2025 until August 11, 2026 in accordance with the TSX’s normal course issuer bid rules, including that such purchases be made at prevailing market prices or as otherwise permitted. Under the rules of the TSX, the maximum number of Common Shares that may be purchased in this period is 24,906,456 (representing 10% of the Company’s public float calculated in accordance with TSX rules) as of July 31, 2025, and the maximum number of Common Shares that can be purchased on a single day is 224,146 Common Shares, which was 25% of 896,585 (calculated in accordance with TSX rules based on the average daily trading volume for the Common Shares on the TSX for the six months ended July 31, 2025), subject to certain exceptions for block purchases, and subject in any case to the volume and other limitations under Rule 10b-18 of the Exchange Act.
69
Commitments and Contractual Obligations
As of December 31, 2025, we have entered into the following contractual obligations with minimum payments for the indicated fiscal periods as follows:
| Payments due between | |||||||||||||||||||||||||||||
(In thousands) | Total | January 1, 2026 - June 30, 2026 | July 1, 2026 - June 30, 2028 | July 1, 2028 - June 30, 2030 | July 1, 2030 and beyond | ||||||||||||||||||||||||
Long-term debt obligations (1) | $ | 7,645,094 | $ | 179,914 | $ | 2,582,388 | $ | 4,192,573 | $ | 690,219 | |||||||||||||||||||
Operating lease obligations (2) | 244,952 | 40,587 | 117,188 | 55,540 | 31,637 | ||||||||||||||||||||||||
Finance lease obligations (3) | 1,406 | 947 | 459 | — | — | ||||||||||||||||||||||||
| Purchase obligations for contracts not accounted for as lease obligations | 231,465 | 129,386 | 102,079 | — | — | ||||||||||||||||||||||||
| $ | 8,122,917 | $ | 350,834 | $ | 2,802,114 | $ | 4,248,113 | $ | 721,856 | ||||||||||||||||||||
______________________
(1)Includes interest up to maturity and principal payments. See Note 9 “Long-Term Debt” to our Condensed Consolidated Financial Statements for more details.
(2)Represents the undiscounted future minimum lease payments under our operating leases liabilities and excludes sublease income expected to be received under our various sublease agreements with third parties. See Note 4 “Leases” to our Condensed Consolidated Financial Statements for more details.
(3)Represents the undiscounted future minimum lease payments under our finance leases liabilities and excludes sublease income expected to be received under our various sublease agreements with third parties. See Note 4 “Leases” to our Condensed Consolidated Financial Statements for more details.
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 Condensed 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.
Refer to Note 12 “Guarantees and Contingencies” to our Condensed Consolidated Financial Statements for more details.
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).
Refer to Note 12 “Guarantees and Contingencies” to our Condensed Consolidated Financial Statements for more details.
Contingencies
As part of its ongoing audit of our Canadian tax returns, the CRA has disputed our transfer pricing methodology used for certain intercompany transactions with our international subsidiaries and has issued notices of reassessment for Fiscal 2012, Fiscal 2013, Fiscal 2014, Fiscal 2015 and Fiscal 2016. We strongly disagree with the CRA’s positions and believe the reassessments of Fiscal 2012, Fiscal 2013, Fiscal 2014, Fiscal 2015 and Fiscal 2016 (including any penalties) are without merit, and we are continuing to contest these reassessments.
The CRA has audited Fiscal 2017, Fiscal 2018, Fiscal 2019 and Fiscal 2020 on a basis that we strongly disagree with and are contesting. The CRA issued notices of reassessment in respect of Fiscal 2017 through Fiscal 2020 on a basis consistent with its proposal to reduce the available depreciable basis of assets in Canada. We filed notices of objection regarding the reassessments. 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 2020 and intend to vigorously defend our original filing position.
70
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 Quarterly Report on Form 10-Q, we have not recorded any accruals in respect of these reassessments or proposed reassessment in our Condensed Consolidated Financial Statements.
Refer to Note 12 “Guarantees and Contingencies” to our Condensed Consolidated Financial Statements for more details.
Off-Balance Sheet Arrangements
We do not enter into off-balance sheet financing as a matter of practice, except for guarantees relating to taxes and letters of credit on behalf of parties with whom we conduct business.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are primarily exposed to market risks associated with fluctuations in interest rates on our Revolver, Acquisition Term Loan and foreign currency exchange rates.
Interest rate risk
Our exposure to interest rate fluctuations relates primarily to our Revolver and Acquisition Term Loan.
As of December 31, 2025, we had an outstanding balance of $2.167 billion under the Acquisition Term Loan. Borrowings under the Acquisition Term Loan bear a floating interest rate of 1.75% plus Term SOFR (as defined in the Acquisition Term Loan). As of December 31, 2025, an adverse change of 100 basis points on the interest rate would have the effect of increasing our annual interest payment on the Acquisition Term Loan by approximately $21.7 million, assuming that the loan balance as of December 31, 2025 is outstanding for the entire period (June 30, 2025—$21.9 million).
For more information regarding the impact of SOFR, see “Stress in the global financial system may adversely affect our finances and operations” included within Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for Fiscal 2025.
Foreign currency risk
Foreign currency transaction risk
We transact business in various foreign currencies. Our foreign currency exposures typically arise from intercompany fees, intercompany loans and other intercompany transactions that are expected to be cash settled in the near term and are transacted in non-functional currency. We expect that we will continue to realize gains or losses with respect to our foreign currency exposures. Our ultimate realized gain or loss with respect to foreign currency exposures will generally depend on the size and type of cross-currency transactions that we enter into, the currency exchange rates associated with these exposures and changes in those rates.
We have hedged certain of our Canadian dollar foreign currency exposures relating to our payroll expenses in Canada. Based on the CAD foreign exchange forward contracts outstanding as of December 31, 2025, a one cent change in the Canadian dollar to U.S. dollar exchange rate would have caused a change of $0.7 million in the mark-to-market valuation on our existing foreign exchange forward contracts (June 30, 2025—$0.7 million).
Additionally, in connection with the Micro Focus Acquisition, in August 2022, we entered into certain derivative transactions to meet certain foreign currency obligations related to the purchase price of the Micro Focus Acquisition, mitigate the risk of foreign currency appreciation in the GBP denominated purchase price and mitigate the risk of foreign currency appreciation in the EUR denominated existing debt held by Micro Focus. We entered into the following derivatives: (i) three deal-contingent forward contracts, (ii) a non-contingent forward contract, and (iii) EUR/USD cross currency swaps. These instruments were entered into as economic hedges to mitigate foreign currency risks associated with the Micro Focus Acquisition. In connection with the closing of the Micro Focus Acquisition the deal-contingent forward and non-deal contingent forward contracts were settled and we designated the 7-year EUR/USD cross currency swaps as net investment hedges.
Based on the 5-year EUR/USD cross currency swaps outstanding as of December 31, 2025, a one cent change in the Euro to U.S. dollar forward exchange rate would have caused a change of $5.8 million in the mark-to-market valuation on our existing cross currency swap (June 30, 2025—$5.9 million).
Based on the 7-year EUR/USD cross currency swaps outstanding as of December 31, 2025, a one cent change in the Euro to U.S. dollar forward exchange rate would have caused a change of $7.7 million in the mark-to-market valuation on our existing cross currency swaps (June 30, 2025—$7.7 million).
71
Foreign currency translation risk
Our reporting currency is the U.S. dollar. Fluctuations in foreign currencies impact the amount of total assets and liabilities that we report for our foreign subsidiaries upon the translation of these amounts into U.S. dollars. In particular, the amount of cash and cash equivalents that we report in U.S. dollars for a significant portion of the cash held by these subsidiaries is subject to translation variance caused by changes in foreign currency exchange rates as of the end of each respective reporting period (the offset to which is recorded to Accumulated other comprehensive income (loss) on our Condensed Consolidated Balance Sheets).
The following table shows our cash and cash equivalents denominated in certain major foreign currencies as of December 31, 2025 (equivalent in U.S. dollar):
| (In thousands) | U.S. Dollar Equivalent at December 31, 2025 | U.S. Dollar Equivalent at June 30, 2025 | |||||||||
| Euro | $ | 140,891 | $ | 266,726 | |||||||
| British Pound | 137,869 | 153,293 | |||||||||
Indian Rupee | 126,891 | 104,609 | |||||||||
| Swiss Franc | 37,559 | 38,555 | |||||||||
| Other foreign currencies | 114,703 | 157,294 | |||||||||
| Total cash and cash equivalents denominated in foreign currencies | 557,913 | 720,477 | |||||||||
| U.S. Dollar | 713,461 | 436,019 | |||||||||
| Total cash and cash equivalents | $ | 1,271,374 | $ | 1,156,496 | |||||||
If overall foreign currency exchange rates in comparison to the U.S. dollar uniformly weakened by 10%, the amount of cash and cash equivalents we would report in equivalent U.S. dollars would decrease by $55.8 million (June 30, 2025—$72.0 million), assuming we have not entered into any derivatives discussed above under “Foreign Currency Transaction Risk.”
Item 4. Controls and Procedures
(A) Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this Quarterly Report on Form 10-Q, 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 December 31, 2025, 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.
(B) 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 December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
72
Part II - Other Information
Investors 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 CEO’s blog, X, formerly known as Twitter, account or LinkedIn account. The information posted through such channels may be material. Accordingly, investors should monitor such channels in addition to our other forms of communication. Unless otherwise specified, such information is not incorporated into, or deemed to be a part of, this Quarterly Report on Form 10-Q, our Annual Report on Form 10-K or in any other report or document we file with the SEC under the Securities Act, the Exchange Act or under applicable Canadian securities laws.
Item 1A. Risk Factors
You should carefully consider the risk factors discussed in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for our fiscal year ended June 30, 2025. These are not the only risks and uncertainties facing us. Additional risks not currently known to us or that we currently believe are immaterial may also impair our operating results, financial condition and liquidity. Our business is also subject to general risks and uncertainties that affect many other companies.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
PURCHASE OF EQUITY SECURITIES OF THE COMPANY
FOR THE THREE MONTHS ENDED DECEMBER 31, 2025
| Period | Total Number of Shares (or Units) Purchased | Average Price Paid per Share (or Unit) (1) | Total Number of Shares (or Units) Purchased as Part of the Publicly Announced Plans or Programs | Maximum Number of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs (2) | |||||||||||||||||||||||||
| October 1, 2025 through October 31, 2025 | 646,200 | $ | 38.68 | 646,200 | 21,961,156 | ||||||||||||||||||||||||
| November 1, 2025 through November 30, 2025 | 400,500 | 33.70 | 400,500 | 21,560,656 | |||||||||||||||||||||||||
| December 1, 2025 through December 31, 2025 | 342,900 | 33.54 | 342,900 | 21,217,756 | |||||||||||||||||||||||||
| Total | 1,389,600 | $ | 35.98 | 1,389,600 | 21,217,756 | ||||||||||||||||||||||||
______________________
(1)Excludes 2% Canadian excise taxes recorded related to repurchases under the Fiscal 2025 and Fiscal 2026 Repurchase Plans. See Note 11 “Equity and Share-based Compensation” for more details.
(2)On August 6, 2025, the Company renewed its share repurchase plan, pursuant to which we may purchase for cancellation in open market transactions, from time to time over the 12-month period commencing on August 12, 2025 until August 11, 2026, if considered advisable, up to an aggregate of $300 million of our common shares. The share repurchase plan authorized in Fiscal 2026 is subject to an aggregate limit of 24,906,456.
Item 5. Other Information
During the three months ended December 31, 2025, none of our officers or directors adopted terminated
73
Item 6. Exhibits
The following documents are filed as a part of this report:
| Exhibit Number | Description | Report or Registration Statement | Exhibit Reference | |||||||||||||||||
| 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). | |||||||||||||||||||
74
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| OPEN TEXT CORPORATION | ||||||||||||||
| Date: | February 5, 2026 | |||||||||||||
| By: | /s/ JAMES MCGOURLAY | |||||||||||||
James McGourlay Interim Chief Executive Officer (Principal Executive Officer) | ||||||||||||||
/s/ STEVE RAI | ||||||||||||||
Steve Rai Executive Vice President, Chief Financial Officer (Principal Financial Officer) | ||||||||||||||
/s/ COSMIN BALOTA | ||||||||||||||
Cosmin Balota Senior Vice President, Chief Accounting Officer (Principal Accounting Officer) | ||||||||||||||
75
Exhibit 31.1
CERTIFICATIONS
I, James McGourlay, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Open Text Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Securities Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Securities Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| By: | /s/ JAMES MCGOURLAY | |||||||
James McGourlay Interim Chief Executive Officer | ||||||||
Date: February 5, 2026
Exhibit 31.2
CERTIFICATIONS
I, Steve Rai, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Open Text Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Securities Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Securities Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| By: | /s/ STEVE RAI | |||||||
Steve Rai Executive Vice President, Chief Financial Officer | ||||||||
Date: February 5, 2026
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Open Text Corporation (the “Company”) for the quarter ended December 31, 2025 as filed with the Securities and Exchange Commission (the “Report”), I, James McGourlay, Interim Chief Executive Officer of the Company, certify, as of the date hereof, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| By: | /s/ JAMES MCGOURLAY | |||||||
James McGourlay Interim Chief Executive Officer | ||||||||
Date: February 5, 2026
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Open Text Corporation (the “Company”) for the quarter ended December 31, 2025 as filed with the Securities and Exchange Commission (the “Report”), I, Steve Rai, Executive Vice President, Chief Financial Officer of the Company, certify, as of the date hereof, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| By: | /s/ STEVE RAI | |||||||
Steve Rai Executive Vice President, Chief Financial Officer | ||||||||
Date: February 5, 2026