Total
Revenues

Cloud
Revenues

Profitability

EPS

Cash Flows

Net Income

A-EBITDA

GAAP

Non-GAAP

Operating

Free Cash
Flow

$1,237

$505

$155

$442

$0.64

$1.05

$172

$139

-4.0% Y/Y

+4.3% Y/Y

12.6% margin

35.8% margin

+10.3% Y/Y

—% Y/Y

+16.6% Y/Y

+36.8% Y/Y

Ayman Antoun, OpenText Chief Executive Officer

"OpenText delivered strong performance in the first quarter of Fiscal 2027, supported by continued financial and operational discipline," said Steve Rai, OpenText EVP, CFO. "Following the quarter, we completed a $1.0 billion debt refinancing and paid down $300 million in debt through a successfully completed tender offer, providing the Company with greater financial flexibility. The durability of our operating model enables us to execute our capital allocation priorities through the remainder of Fiscal 2027."

Steve Rai, OpenText Executive Vice President, Chief Financial Officer

(1)

Numbers presented are in millions of US dollars, except for per share or percentage metrics.

(2)

Core revenues product categories include Content, Business Network, IT Operations Management (ITOM) and Cybersecurity (Enterprise).

(3)

Please see Note 2 "Use of Non-GAAP Financial Measures" to the condensed consolidated financial statements below.

Summary of Quarterly Results

(In millions, except per share data)

Q1 FY'27

Q1 FY'26

$
Change 

% Change 

Q1 FY'27
in CC*

% Change
in CC*

Revenues:

Cloud services and subscriptions

$      505

$      485

$      21

4.3 %

$      506

4.3 %

Client support

534

587

(53)

(9.0) %

535

(8.8) %

Total annual recurring revenues**

$   1,040

$   1,071

$     (32)

(3.0) %

$   1,041

(2.9) %

License

124

135

(11)

(8.0) %

124

(7.7) %

Professional service and other

73

82

(9)

(11.0) %

73

(10.8) %

Total revenues

$   1,237

$   1,288

$     (52)

(4.0) %

$   1,238

(3.9) %

GAAP-based operating income

$      251

$      270

$     (19)

(7.1) %

N/A   

N/A

Non-GAAP-based operating income ⁽¹⁾

$      403

$      432

$     (29)

(6.7) %

$      395

(8.4) %

GAAP-based net income attributable to OpenText

$      155

$      147

$        9

5.9 %

N/A   

N/A

GAAP-based EPS, diluted

$     0.64

$     0.58

$    0.06

10.3 %

N/A   

N/A

Non-GAAP-based EPS, diluted ⁽¹⁾

$     1.05

$     1.05

$       —

— %

$     1.03

(1.9) %

Adjusted EBITDA ⁽¹⁾

$      442

$      467

$     (25)

(5.3) %

$      435

(6.9) %

Operating cash flows

$      172

$      148

$      25

16.6 %

N/A   

N/A

Free cash flow ⁽¹⁾

$      139

$      101

$      37

36.8 %

N/A   

N/A

(1)  Please see Note 2 "Use of Non-GAAP Financial Measures" to the condensed consolidated financial statements below. 

Note: Items in tables may not add due to rounding. Percentages presented are calculated based on the underlying amounts.

*CC: Constant currency for this purpose is defined as the current period reported revenues/expenses/earnings represented at the prior comparative period's foreign exchange rate.

**Annual recurring revenues is defined as the sum of Cloud services and subscriptions revenues and Client support revenues.

Summary of Quarterly Results

Q1 FY'27

Q4 FY'26

Q1 FY'26

% Change 

(Q1 FY'27 vs
Q4 FY'26)

% Change

(Q1 FY'27 vs
Q1 FY'26)

Revenues (millions)

$  1,236.6

$  1,349.0

$  1,288.1

(8.3) %

(4.0) %

GAAP-based gross margin

73.2 %

75.0 %

72.8 %

(180)

bps

40

bps

Non-GAAP-based gross margin ⁽¹⁾

76.9 %

78.3 %

76.5 %

(140)

bps

40

bps

GAAP-based EPS, diluted

$       0.64

$       0.64

$       0.58

— %

10.3 %

Non-GAAP-based EPS, diluted ⁽¹⁾

$       1.05

$       1.23

$       1.05

(14.6) %

— %

(1)  Please see Note 2 "Use of Non-GAAP Financial Measures" to the condensed consolidated financial statements below.

OPEN TEXT CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS 

(In thousands of U.S. dollars, except share data)

September 30, 2026

June 30, 2026

ASSETS

(unaudited)

Cash and cash equivalents

$           983,292

$           956,024

Accounts receivable trade, net of allowance for credit losses of $13,920 as of
September 30, 2026 and $13,136 as of June 30, 2026

663,434

751,046

Contract assets

72,647

77,447

Income taxes recoverable

86,965

97,715

Prepaid expenses and other current assets

208,931

235,641

Total current assets

2,015,269

2,117,873

Property and equipment, net of accumulated depreciation of $750,779 as of
September 30, 2026 and $747,892 as of June 30, 2026

524,125

522,197

Operating lease right of use assets

137,690

134,377

Long-term contract assets

62,679

59,872

Goodwill

7,326,605

7,327,376

Acquired intangible assets

1,376,131

1,475,018

Deferred tax assets

1,054,861

1,077,003

Other assets

317,230

301,328

Long-term income taxes recoverable

109,174

91,460

Total assets

$      12,923,764

$      13,106,504

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:

Accounts payable and accrued liabilities

$           863,107

$           969,079

Current portion of long-term debt

35,850

35,850

Operating lease liabilities

64,822

63,612

Deferred revenues

1,378,557

1,483,234

Income taxes payable

32,515

71,550

Total current liabilities

2,374,851

2,623,325

Long-term liabilities:

Accrued liabilities

127,239

128,915

Pension liability, net

98,914

100,473

Long-term debt

5,730,527

5,734,519

Long-term operating lease liabilities

137,939

138,425

Long-term deferred revenues

151,137

159,912

Long-term income taxes payable

59,905

65,255

Deferred tax liabilities

132,312

139,614

Total long-term liabilities

6,437,973

6,467,113

Shareholders' equity:

Share capital and additional paid-in capital

241,515,939 and 242,126,460 Common Shares issued and outstanding
at September 30, 2026 and June 30, 2026, respectively; authorized
Common Shares: unlimited

2,170,790

2,160,481

Accumulated other comprehensive income (loss)

(37,503)

(38,567)

Retained earnings

2,089,829

2,016,086

Treasury stock, at cost (4,424,724 and 4,751,257 shares at
September 30, 2026 and June 30, 2026, respectively)

(114,191)

(123,896)

Total OpenText shareholders' equity

4,108,925

4,014,104

Non-controlling interests

2,015

1,962

Total shareholders' equity

4,110,940

4,016,066

Total liabilities and shareholders' equity

$      12,923,764

$      13,106,504

OPEN TEXT CORPORATION

 CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands of U.S. dollars, except share and per share data)

(unaudited)

Three Months Ended September 30,

2026

2025

Revenues:

Cloud services and subscriptions

$           505,469

$           484,509

Client support

534,111

586,845

License

123,847

134,548

Professional service and other

73,207

82,233

Total revenues

1,236,634

1,288,135

Cost of revenues:

Cloud services and subscriptions

178,453

172,217

Client support

47,836

64,064

License

4,275

7,096

Professional service and other

57,732

63,038

Amortization of acquired technology-based intangible assets

42,810

44,204

Total cost of revenues

331,106

350,619

Gross profit

905,528

937,516

Operating expenses:

Research and development

142,147

169,128

Sales and marketing

277,587

257,055

General and administrative

105,813

105,763

Depreciation

39,802

35,921

Amortization of acquired client-based intangible assets

56,078

79,561

Special charges (recoveries)

33,290

20,139

Total operating expenses

654,717

667,567

Income from operations

250,811

269,949

Other income (expense), net

16,110

(2,976)

Interest and other related expense, net

(67,938)

(81,114)

Income before income taxes

198,983

185,859

Provision for income taxes

43,683

39,199

Net income for the period

$           155,300

$           146,660

Net (income) attributable to non-controlling interests

(53)

(44)

Net income attributable to OpenText

$           155,247

$           146,616

Earnings per share—basic attributable to OpenText

$                 0.64

$                 0.58

Earnings per share—diluted attributable to OpenText

$                 0.64

$                 0.58

Weighted average number of Common Shares outstanding—basic (in '000's)

242,012

253,645

Weighted average number of Common Shares outstanding—diluted (in '000's)

242,087

253,772

OPEN TEXT CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME 

(In thousands of U.S. dollars)

(unaudited)

Three Months Ended September 30,

2026

2025

Net income for the period

$           155,300

$           146,660

Other comprehensive income (loss)—net of tax:

Net foreign currency translation adjustments

1,615

22,177

Unrealized gain (loss) on cash flow hedges:

Unrealized gain (loss) - net of tax ⁽¹⁾

(330)

(1,675)

(Gain) loss reclassified into net income - net of tax ⁽²⁾

590

(112)

Unrealized gain (loss) on available-for-sale financial assets:

Unrealized gain (loss) - net of tax ⁽³⁾

(277)

161

Actuarial gain (loss) relating to defined benefit pension plans:

Amortization of actuarial (gain) loss into net income - net of tax ⁽⁴⁾

(534)

5

Total other comprehensive income net

1,064

20,556

Total comprehensive income

156,364

167,216

Comprehensive income attributable to non-controlling interests

(53)

(44)

Total comprehensive income attributable to OpenText

$           156,311

$           167,172

^{______________________________}

(1)

Net of tax expense (recovery) of $(119) and $(604) for the three months ended September 30, 2026 and 2025, respectively.

(2)

Net of tax expense (recovery) of $213 and $(41) for the three months ended September 30, 2026 and 2025, respectively.

(3)

Net of tax expense (recovery) of $(132) and $66 for the three months ended September 30, 2026 and 2025, respectively.

(4)

Net of tax expense (recovery) of $(223) and $4 for the three months ended September 30, 2026 and 2025, respectively.

OPEN TEXT CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(In thousands of U.S. dollars and shares)

(unaudited)

Three Months Ended September 30, 2026

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, 2026

242,126

$ 2,160,481

(4,751)

$(123,896)

$ 2,016,086

$          (38,567)

$      1,962

$ 4,016,066

Issuance of Common Shares

Under employee stock purchase plans

371

6,956

—

—

—

—

—

6,956

Share-based compensation

—

19,694

—

—

—

—

—

19,694

Issuance of treasury stock

—

(9,218)

326

9,705

—

—

—

487

Repurchase of Common Shares

(981)

(7,123)

—

—

(13,588)

—

—

(20,711)

Dividends declared

($0.28 per Common Share)

—

—

—

—

(67,916)

—

—

(67,916)

Other comprehensive income (loss) - net

—

—

—

—

—

1,064

—

1,064

Net income for the period

—

—

—

—

155,247

—

53

155,300

Balance as of September 30, 2026

241,516

$ 2,170,790

(4,425)

$(114,191)

$ 2,089,829

$          (37,503)

$      2,015

$ 4,110,940

Three Months Ended September 30, 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

254,784

$ 2,193,985

(4,648)

$(138,164)

$ 1,940,113

$          (67,067)

$      1,721

$ 3,930,588

Issuance of Common Shares

Under employee stock option plans

25

555

—

—

—

—

—

555

Under employee stock purchase plans

311

7,596

—

—

—

—

—

7,596

Share-based compensation

—

17,681

—

—

—

—

—

17,681

Issuance of treasury stock

—

(7,402)

196

7,603

—

—

—

201

Repurchase of Common Shares

(3,156)

(23,075)

—

—

(78,648)

—

—

(101,723)

Dividends declared

($0.275 per Common Share)

—

—

—

—

(69,365)

—

—

(69,365)

Other comprehensive income (loss) - net

—

—

—

—

—

20,556

—

20,556

Net income for the period

—

—

—

—

146,616

—

44

146,660

Balance as of September 30, 2025

251,964

$ 2,189,340

(4,452)

$(130,561)

$ 1,938,716

$          (46,511)

$      1,765

$ 3,952,749

OPEN TEXT CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 

(In thousands of U.S. dollars)

(unaudited)

Three Months Ended September 30,

2026

2025

Cash flows from operating activities:

Net income

$                155,300

$                146,660

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization of intangible assets

138,690

159,686

Share-based compensation expense

19,694

17,681

Pension expense

1,968

3,141

Amortization of debt discount and issuance costs

4,970

5,760

Write-off of right of use assets

—

4,422

Loss on sale and write down of property and equipment, net

217

2,314

Deferred taxes

12,262

(15,132)

Share in net (income) of equity investees

(5,729)

(2,417)

Changes in derivative instruments

(7,558)

(7,843)

Changes in operating assets and liabilities:

Accounts receivable

115,800

93,998

Contract assets

(27,819)

(30,970)

Prepaid expenses and other current assets

26,893

(2,096)

Income taxes

(48,435)

(33,112)

Accounts payable and accrued liabilities

(81,848)

(89,793)

Deferred revenues

(116,563)

(108,798)

Other assets

(12,288)

7,809

Operating lease assets and liabilities, net

(3,281)

(3,547)

Net cash provided by operating activities

172,273

147,763

Cash flows from investing activities:

Additions of property and equipment

(33,756)

(46,534)

Proceeds from interest on derivative instruments

(607)

870

Other investing activities

1,248

632

Net cash used in investing activities

(33,115)

(45,032)

Cash flows from financing activities:

Proceeds from issuance of Common Shares from exercise of stock options and ESPP

6,742

8,380

Repayment of long-term debt and Revolver

(8,963)

(8,963)

Net change in transition services agreement obligation

(12,840)

—

Repurchase of Common Shares

(30,010)

(107,629)

Payments of dividends to shareholders

(66,465)

(68,220)

Net cash used in financing activities

(111,536)

(176,432)

Foreign exchange gain (loss) on cash held in foreign currencies

(301)

4,306

Increase (decrease) in cash, cash equivalents and restricted cash during the period

27,321

(69,395)

Cash, cash equivalents and restricted cash at beginning of the period

957,254

1,158,106

Cash, cash equivalents and restricted cash at end of the period

$                984,575

$             1,088,711

OPEN TEXT CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 

(In thousands of U.S. dollars)

(unaudited)

Reconciliation of cash, cash equivalents and restricted cash:

September 30, 2026

September 30, 2025

Cash and cash equivalents

$                983,292

$             1,087,083

Restricted cash ⁽¹⁾

1,283

1,628

Total cash, cash equivalents and restricted cash

$                984,575

$             1,088,711

⁽¹⁾ Restricted cash is classified under the Prepaid expenses and other current assets and Other assets line items on the
Condensed Consolidated Balance Sheets.

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

for the three months ended September 30, 2026

(In thousands, except for per share data)

Three Months Ended September 30, 2026

GAAP-based
Measures

GAAP-
based
Measures

% of Total
Revenues

Adjustments

Note

Non-GAAP-
based
Measures

Non-GAAP-
based 
Measures

% of Total
Revenues

Cost of revenues

Cloud services and subscriptions

$ 178,453

$   (1,691)

(1)

$ 176,762

Client support

47,836

(789)

(1)

47,047

Professional service and other

57,732

(714)

(1)

57,018

Amortization of acquired technology-based intangible
assets

42,810

(42,810)

(2)

—

GAAP-based gross profit and gross margin (%) /
Non-GAAP-based gross profit and gross margin (%)

905,528

73.2 %

46,004

(3)

951,532

76.9 %

Operating expenses

Research and development

142,147

(3,654)

(1)

138,493

Sales and marketing

277,587

(6,871)

(1)

270,716

General and administrative

105,813

(5,975)

(1)

99,838

Amortization of acquired client-based intangible assets

56,078

(56,078)

(2)

—

Special charges (recoveries)

33,290

(33,290)

(4)

—

GAAP-based income from operations / Non-
GAAP-based income from operations

250,811

151,872

(5)

402,683

Other income (expense), net

16,110

(16,110)

(6)

—

Provision for income taxes

43,683

36,656

(7)

80,339

GAAP-based net income / Non-GAAP-based net
income, attributable to OpenText

155,247

99,106

(8)

254,353

GAAP-based earnings per share / Non-GAAP-
based earnings per share-diluted, attributable
to OpenText

$      0.64

$      0.41

(8)

$      1.05

(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 revenues.

(4)

Adjustment relates to the exclusion of special charges (recoveries) from our Non-GAAP-based operating expenses as special charges (recoveries) are generally incurred in the periods relevant to an acquisition and include certain charges or recoveries that are not indicative or related to continuing operations and are therefore excluded from our internal analysis of operating results. 

(5)

GAAP-based and Non-GAAP-based income from operations stated in dollars.

(6)

Adjustment relates to the exclusion of other income (expense) from our Non-GAAP-based operating expenses as other income (expense) generally relates to the transactional impact of foreign exchange and is generally not indicative or related to continuing operations and is therefore excluded from our internal analysis of operating results. Other income (expense) also includes our share of income (losses) from our holdings in investments as a limited partner. We do not actively trade equity securities in these privately held companies nor do we plan our ongoing operations based around any anticipated fundings or distributions from these investments. We exclude gains and losses on these investments as we do not believe they are reflective of our ongoing business and operating results. Other income (expense) also includes unrealized and realized gains (losses) on our derivatives which are not designated as hedges. We exclude gains and losses on these derivatives as we do not believe they are reflective of our ongoing business and operating results.

(7)

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

(8)

Reconciliation of GAAP-based net income to Non-GAAP-based net income:

Three Months Ended September 30, 2026

Per share diluted

GAAP-based net income, attributable to OpenText

$            155,247

$                  0.64

Add:

Amortization

98,888

0.41

Share-based compensation

19,694

0.08

Special charges (recoveries)

33,290

0.14

Other (income) expense, net

(16,110)

(0.07)

GAAP-based provision for income taxes

43,683

0.18

Non-GAAP-based provision for income taxes

(80,339)

(0.33)

Non-GAAP-based net income, attributable to OpenText

$            254,353

$                  1.05

Reconciliation of Adjusted EBITDA

Three Months Ended September 30, 2026

GAAP-based net income, attributable to OpenText

$                                        155,247

Add:

Provision for income taxes

43,683

Interest and other related expense, net

67,938

Amortization of acquired technology-based intangible assets

42,810

Amortization of acquired client-based intangible assets

56,078

Depreciation

39,802

Share-based compensation

19,694

Special charges (recoveries)

33,290

Other (income) expense, net

(16,110)

Adjusted EBITDA

$                                        442,432

GAAP-based net income margin

12.6 %

Adjusted EBITDA margin

35.8 %

Reconciliation of Free Cash Flow

Three Months Ended September 30, 2026

GAAP-based cash flows provided by operating activities

$                                         172,273

Add:

Capital expenditures ⁽¹⁾

(33,756)

Free cash flow

$                                         138,517

⁽¹⁾  Defined as "Additions of property and equipment" in the Condensed Consolidated Statements of Cash Flows.

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

for the three months ended June 30, 2026

(In thousands, except for per share data)

Three Months Ended June 30, 2026

GAAP-based

Measures

GAAP-
based
Measures

% of Total
Revenues

Adjustments

Note

Non-GAAP-
based

Measures

Non-GAAP-
based
Measures

% of Total
Revenues

Cost of revenues

Cloud services and subscriptions

$ 180,788

$   (1,555)

(1)

$ 179,233

Client support

53,045

(632)

(1)

52,413

Professional service and other

56,828

(328)

(1)

56,500

Amortization of acquired technology-based intangible
   assets

42,879

(42,879)

(2)

—

GAAP-based gross profit and gross margin (%)
   /Non-GAAP-based gross profit and gross
   margin (%)

1,011,472

75.0 %

45,394

(3)

1,056,866

78.3 %

Operating expenses

Research and development

149,104

(3,884)

(1)

145,220

Sales and marketing

308,356

(8,898)

(1)

299,458

General and administrative

112,025

(6,549)

(1)

105,476

Amortization of acquired client-based intangible
   assets

64,989

(64,989)

(2)

—

Special charges (recoveries)

18,879

(18,879)

(4)

—

GAAP-based income from operations / Non-
   GAAP-based income from operations

319,680

148,593

(5)

468,273

Other income (expense), net

5,688

(5,688)

(6)

—

Provision for income taxes

94,799

(376)

(7)

94,423

GAAP-based net income / Non-GAAP-based net
   income, attributable to OpenText

155,663

143,281

(8)

298,944

GAAP-based earnings per share / Non-GAAP-
   based earnings per share-diluted, attributable
   to OpenText

$       0.64

$      0.59

(8)

$       1.23

(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 revenues.

(4)

Adjustment relates to the exclusion of special charges (recoveries) from our Non-GAAP-based operating expenses as special charges (recoveries) are generally incurred in the periods relevant to an acquisition and include certain charges or recoveries that are not indicative or related to continuing operations and are therefore excluded from our internal analysis of operating results.

(5)

GAAP-based and Non-GAAP-based income from operations stated in dollars.

(6)

Adjustment relates to the exclusion of other income (expense) from our Non-GAAP-based operating expenses as other income (expense) generally relates to the transactional impact of foreign exchange and is generally not indicative or related to continuing operations and is therefore excluded from our internal analysis of operating results. Other income (expense) also includes our share of income (losses) from our holdings in investments as a limited partner. We do not actively trade equity securities in these privately held companies nor do we plan our ongoing operations based around any anticipated fundings or distributions from these investments. We exclude gains and losses on these investments as we do not believe they are reflective of our ongoing business and operating results. Other income (expense) also includes unrealized and realized gains (losses) on our derivatives which are not designated as hedges. We exclude gains and losses on these derivatives as we do not believe they are reflective of our ongoing business and operating results.

(7)

Adjustment relates to differences between the GAAP-based tax provision rate of approximately 38% 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. In arriving at our Non-GAAP-based tax rate of approximately 24%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense.

(8)

Reconciliation of GAAP-based net income to Non-GAAP-based net income:

Three Months Ended June 30, 2026

Per share diluted

GAAP-based net income, attributable to OpenText

$            155,663

$                  0.64

Add:

Amortization

107,868

0.44

Share-based compensation

21,846

0.09

Special charges (recoveries)

18,879

0.08

Other (income) expense, net

(5,688)

(0.02)

GAAP-based provision for income taxes

94,799

0.39

Non-GAAP-based provision for income taxes

(94,423)

(0.39)

Non-GAAP-based net income, attributable to OpenText

$            298,944

$                  1.23

Reconciliation of Adjusted EBITDA

Three Months Ended June 30, 2026

GAAP-based net income, attributable to OpenText

$                                      155,663

Add:

Provision for income taxes

94,799

Interest and other related expense, net

74,845

Amortization of acquired technology-based intangible assets

42,879

Amortization of acquired client-based intangible assets

64,989

Depreciation

38,439

Share-based compensation

21,846

Special charges (recoveries)

18,879

Other (income) expense, net

(5,688)

Adjusted EBITDA

$                                      506,651

GAAP-based net income margin

11.5 %

Adjusted EBITDA margin

37.6 %

Reconciliation of Free Cash Flow

Three Months Ended June 30, 2026

GAAP-based cash flows provided by operating activities

$                                         185,802

Add:

Capital expenditures ⁽¹⁾

(63,831)

Free cash flow

$                                         121,971

⁽¹⁾  Defined as "Additions of property and equipment" in the Condensed Consolidated Statements of Cash Flows.

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

for the three months ended September 30, 2025

(In thousands, except for per share data)

Three Months Ended September 30, 2025

GAAP-based

Measures

GAAP-
based
Measures

% of Total
Revenues

Adjustments

Note

Non-GAAP-
based

Measures

Non-GAAP-
based
Measures

% of Total
Revenues

Cost of revenues

Cloud services and subscriptions

$ 172,217

$   (1,749)

(1)

$ 170,468

Client support

64,064

(1,053)

(1)

63,011

Professional service and other

63,038

(499)

(1)

62,539

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 (%)

937,516

72.8 %

47,505

(3)

985,021

76.5 %

Operating expenses

Research and development

169,128

(3,609)

(1)

165,519

Sales and marketing

257,055

(6,896)

(1)

250,159

General and administrative

105,763

(3,875)

(1)

101,888

Amortization of acquired client-based intangible
   assets

79,561

(79,561)

(2)

—

Special charges (recoveries)

20,139

(20,139)

(4)

—

GAAP-based income from operations / Non-
   GAAP-based income from operations

269,949

161,585

(5)

431,534

Other income (expense), net

(2,976)

2,976

(6)

—

Provision for income taxes

39,199

44,902

(7)

84,101

GAAP-based net income / Non-GAAP-based net
   income, attributable to OpenText

146,616

119,659

(8)

266,275

GAAP-based earnings per share / Non-GAAP-
   based earnings per share-diluted, attributable
   to OpenText

$      0.58

$      0.47

(8)

$      1.05

(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 revenues.

(4)

Adjustment relates to the exclusion of special charges (recoveries) from our Non-GAAP-based operating expenses as special charges (recoveries) are generally incurred in the periods relevant to an acquisition and include certain charges or recoveries that are not indicative or related to continuing operations and are therefore excluded from our internal analysis of operating results.

(5)

GAAP-based and Non-GAAP-based income from operations stated in dollars.

(6)

Adjustment relates to the exclusion of other income (expense) from our Non-GAAP-based operating expenses as other income (expense) generally relates to the transactional impact of foreign exchange and is generally not indicative or related to continuing operations and is therefore excluded from our internal analysis of operating results. Other income (expense) also includes our share of income (losses) from our holdings in investments as a limited partner. We do not actively trade equity securities in these privately held companies nor do we plan our ongoing operations based around any anticipated fundings or distributions from these investments. We exclude gains and losses on these investments as we do not believe they are reflective of our ongoing business and operating results. Other income (expense) also includes unrealized and realized gains (losses) on our derivatives which are not designated as hedges. We exclude gains and losses on these derivatives as we do not believe they are reflective of our ongoing business and operating results.

(7)

Adjustment relates to differences between the GAAP-based tax provision rate of approximately 21% 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. In arriving at our Non-GAAP-based tax rate of approximately 24%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense.

(8)

Reconciliation of GAAP-based net income to Non-GAAP-based net income:

Three Months Ended September 30, 2025

Per share diluted

GAAP-based net income, attributable to OpenText

$            146,616

$                  0.58

Add:

Amortization

123,765

0.49

Share-based compensation

17,681

0.07

Special charges (recoveries)

20,139

0.08

Other (income) expense, net

2,976

0.01

GAAP-based provision for income taxes

39,199

0.15

Non-GAAP-based provision for income taxes

(84,101)

(0.33)

Non-GAAP-based net income, attributable to OpenText

$            266,275

$                  1.05

Reconciliation of Adjusted EBITDA

Three Months Ended September 30, 2025

GAAP-based net income, attributable to OpenText

$                                      146,616

Add:

Provision for income taxes

39,199

Interest and other related expense, net

81,114

Amortization of acquired technology-based intangible assets

44,204

Amortization of acquired client-based intangible assets

79,561

Depreciation

35,921

Share-based compensation

17,681

Special charges (recoveries)

20,139

Other (income) expense, net

2,976

Adjusted EBITDA

$                                      467,411

GAAP-based net income margin

11.4 %

Adjusted EBITDA margin

36.3 %

Reconciliation of Free Cash Flow

Three Months Ended September 30, 2025

GAAP-based cash flows provided by operating activities

$                                         147,763

Add:

Capital expenditures ⁽¹⁾

(46,534)

Free cash flow

$                                         101,229

⁽¹⁾  Defined as "Additions of property and equipment" in the Condensed Consolidated Statements of Cash Flows.

⁽³⁾

The following tables provide a composition of our major currencies for revenues and expenses, expressed as a percentage, for the three months ended September 30, 2026 and 2025:

Three Months Ended September 30, 2026

Three Months Ended September 30, 2025

Currencies

% of Revenues

% of Expenses⁽¹⁾

% of Revenues

% of Expenses⁽¹⁾

EURO

25 %

13 %

24 %

12 %

GBP

5 %

6 %

5 %

6 %

CAD

3 %

14 %

3 %

12 %

USD

57 %

44 %

58 %

46 %

Other

10 %

23 %

10 %

24 %

Total

100 %

100 %

100 %

100 %

⁽¹⁾

Expenses include all cost of revenues and operating expenses included within the Condensed Consolidated Statements of Income, except for amortization of intangible assets, share-based compensation and special charges (recoveries).