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

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 5, 2025
______________________
Open Text Corporation
(Exact name of Registrant as specified in its charter)
______________________
Canada 0-27544 98-0154400
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
275 Frank Tompa Drive, Waterloo, Ontario, Canada N2L 0A1
(Address of principal executive offices)
(519) 888-7111
(Registrant's telephone number, including area code)
______________________

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

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

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



Item 2.02     Results of Operations and Financial Condition
The following information is furnished pursuant to Item 2.02, “Results of Operations and Financial Condition.”
On November 5, 2025, Open Text Corporation (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.
The information in this Item 2.02 and the exhibits attached hereto are furnished to, but not “filed” with, the Securities and Exchange Commission (“SEC”) and shall not be deemed to be incorporated by reference into any of the Company’s filings with the SEC under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 8.01    Other Events
The following information is filed pursuant to Item 8.01 “Other Events”.
Cash Dividends
Pursuant to the Company's dividend policy, the Board of Directors of the Company has declared a dividend of $0.2750 per Common Share, payable on December 19, 2025, to the shareholders of the Company of record on December 5, 2025.
OpenText believes strongly in returning value to its shareholders and intends to maintain its dividend program. Any future declarations of dividends and the establishment of future record and payment dates are all subject to the final determination and discretion of the Board of Directors.
The declaration, payment and amount of any future dividends will be made pursuant to the Company's dividend policy and is subject to final determination each quarter by the Board of Directors in its discretion based on a number of factors that it deems relevant, including the Company's financial position, results of operations, available cash resources, cash requirements and alternative uses of cash that the Board of Directors may conclude would be in the best interest of the shareholders of the Company. Payment of dividends is also subject to relevant contractual limitations, including those in the Company's existing credit agreements. Accordingly, there can be no assurance that any future dividends will be equal or similar in amount to any dividends previously paid or that the Board of Directors will not decide to reduce, suspend or discontinue the payment of dividends in the future.

Item  9.01    Financial Statements and Exhibits

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

    OPEN TEXT CORPORATION
November 5, 2025
  By:
/s/ STEVE RAI
     
Steve Rai
Executive Vice President, Chief Financial Officer

 



Exhibit Index
 
Exhibit No. 
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EX-99.1 2 q1-26pressreleaseexhibit991.htm EX-99.1 Document

Exhibit 99.1
OpenText Reports First Quarter Fiscal Year 2026 Financial Results
Total Revenues of $1.29B, 19 Consecutive Quarters of Cloud Organic Growth
Delivers Net Income Margin of 11%, Robust Adjusted EBITDA Margin of 36.3%
GAAP EPS of $0.58, Non-GAAP EPS of $1.05

Fiscal 2026 First Quarter Highlights (in millions)(1)
Total Revenues Cloud Revenues
Profitability
EPS
Cash Flows
Net Income
A-EBITDA
GAAP
Non-GAAP
Operating
Free Cash Flows
$1,288 $485 $147 $467 $0.58 $1.05 $148 $101
+1.5% Y/Y
+6.0% Y/Y
11.4% margin
36.3% margin
+81.3% Y/Y
+12.9% Y/Y
+289.9% Y/Y
+186.4% Y/Y
Waterloo, ON, November 5, 2025 - Open Text Corporation (NASDAQ: OTEX), (TSX: OTEX), today announced its financial results for the first quarter ended September 30, 2025.
“OpenText performed well in the quarter, driven by growth in our Content Management cloud business. The strength of the OpenText operating model continues to drive the business towards meeting our margin targets for Fiscal 2026,” said James McGourlay, Interim CEO. “We are strengthening our position at the forefront of Information Management for AI, and we look forward to showcasing our exciting innovation roadmap at our upcoming OpenText World User Conference in Nashville.”
James McGourlay, OpenText Interim Chief Executive Officer
“OpenText delivered strong margin and free cash flow performance in the quarter. The Company’s Business Optimization Plan is well underway, and will drive operational efficiencies across the organization,” said Steve Rai, Executive Vice President, Chief Financial Officer. “We have tremendous scale and the capital flexibility to continue investing for growth to ensure OpenText is well positioned to lead the Information Management for AI market.”
Steve Rai, OpenText Executive Vice President, Chief Financial Officer
“OpenText continues to advance its strategy to enhance shareholder value by growing revenue in its core Information Management for AI business, and with the announcement of our definitive agreement to divest an on-premise solution (eDOCS), a part of its Analytics portfolio, we have started the process of portfolio-shaping and divesting non-core assets,” said P. Thomas Jenkins, Executive Chair of the Board and Chief Strategy Officer. “As you can see from our results, the company remains in good operational hands as we continue to make excellent progress in our search of a permanent CEO.”
P. Thomas Jenkins, OpenText Executive Chair & Chief Strategy Officer
First Quarter Financial Highlights Y/Y
•Total revenues: $1.288 billion, +1.5% Y/Y
•Annual recurring revenues (ARR): $1.071 billion
•Cloud revenues: $485 million, +6.0% Y/Y, 19 consecutive quarters of cloud organic growth
•Quarterly enterprise cloud bookings(2): $160 million, +20.2% Y/Y
•Cash flows: Operating $148 million and free cash flows(3) $101 million
•Net income: GAAP $147 million, +73.8% Y/Y, Non-GAAP(3) $266 million, +7.0% Y/Y
•Adjusted EBITDA(3) of $467 million, margin of 36.3%
•Diluted earnings per share (EPS): GAAP $0.58, Non-GAAP(3) $1.05
•Repurchased $100 million of common shares for cancellation

(1) Numbers presented are in millions of US dollars, except for per share or percentage metrics.
(2) Enterprise cloud bookings is defined as the total value from cloud services and subscription contracts, entered into in the period that are new, committed and incremental to our existing contracts, entered into with our enterprise based customers.
(3) Please see Note 2 “Use of Non-GAAP Financial Measures” to the condensed consolidated financial statements below.
1


Financial Highlights for Q1 Fiscal 2026 with Year Over Year Comparisons
Summary of Quarterly Results
(In millions, except per share data)
Q1 FY’26
Q1 FY’25
$ Change  % Change 
Q1 FY’26 in CC*
% Change in CC*
Revenues:
Cloud services and subscriptions $ 485  $ 457  $ 27  6.0  % $ 476  4.2  %
Customer support 587  595  (9) (1.5) % 573  (3.8) %
Total annual recurring revenues** $ 1,071  $ 1,053  $ 19  1.8  % $ 1,049  (0.3) %
License 135  126  6.9  % 132  5.2  %
Professional service and other 82  91  (8) (9.3) % 80  (12.2) %
Total revenues
$ 1,288  $ 1,269  $ 19  1.5  % $ 1,261  (0.6) %
GAAP-based operating income $ 270  $ 206  $ 64  30.9  % N/A N/A
Non-GAAP-based operating income (1)
$ 432  $ 412  $ 20  4.8  % $ 415  0.8  %
GAAP-based net income attributable to OpenText $ 147  $ 84  $ 62  73.8  % N/A N/A
GAAP-based EPS, diluted $ 0.58  $ 0.32  $ 0.26  81.3  % N/A N/A
Non-GAAP-based EPS, diluted (1)
$ 1.05  $ 0.93  $ 0.12  12.9  % $ 1.00  7.5  %
Adjusted EBITDA (1)
$ 467  $ 444  $ 24  5.3  % $ 451  1.5  %
Operating cash flows $ 148  $ (78) $ 226  289.9  % N/A N/A
Free cash flows (1)
$ 101  $ (117) $ 218  186.4  % 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 revenue is defined as the sum of Cloud services and subscriptions revenue and Customer support revenue.

Dividend
As part of the quarterly, non-cumulative cash dividend program, the Board declared on November 4, 2025, a cash dividend of $0.275 per common share. The record date for this dividend is December 5, 2025 and the payment date is December 19, 2025. OpenText believes strongly in returning value to its shareholders. Any future declarations of dividends and the establishment of future record and payment dates are all subject to the final determination and discretion of the Board of Directors.
Quarterly Business Highlights
•OpenText appoints Steve Rai as EVP, Chief Financial Officer
•OpenText to strategically divest on-premise solution (eDOCS), a part of its analytics portfolio, for US$163 million
•OpenText appoints George Schindler to the Board of Directors
•Key customer wins in the quarter include: Alten, Australia Department of Health (Health Support Services), Core42, Eisenbahn-Bundesamt, GSTN, Optiv Security, MH Service, National Grid USA Service Company, Wegmans Food Markets
•OpenText named a leader in 2025 Gartner® Magic Quadrant™ for Application Security Testing for the 11th successive year
•OpenText recognized as a leader in the 2025 Gartner® Magic Quadrant™ for AI-Augmented Software Testing Tools
•OpenText expands availability of core threat detection and response with deep Microsoft integrations
•OpenText and Fiserv drive resilient information management in financial services
•OpenText delivers enterprise-ready AI solutions through HPE Unleash AI program
•OpenText unveils new solutions for Guidewire to power AI and cloud-ready insurance workflows
2


Summary of Quarterly Results
 
Q1 FY’26
Q4 FY’25
Q1 FY’25
% Change 
(Q1 FY’26 vs Q4 FY’25)
% Change
(Q1 FY’26 vs Q1 FY’25)
Revenue (millions) $ 1,288  $ 1,311  $ 1,269  (1.7) % 1.5  %
GAAP-based gross margin 72.8  % 72.3  % 71.7  % 50  bps 100  bps
Non-GAAP-based gross margin (1)
76.5  % 76.2  % 75.8  % 30  bps 60  bps
GAAP-based EPS, diluted $ 0.58  $ 0.11  $ 0.32  427.3  % 81.3  %
Non-GAAP-based EPS, diluted (1)
$ 1.05  $ 0.97  $ 0.93  8.2  % 12.9  %

(1) Please see Note 2 “Use of Non-GAAP Financial Measures” to the condensed consolidated financial statements below.
Conference Call Information
OpenText posted an investor presentation on its Investor Relations website and invites the public to listen to the earnings conference call webcast tomorrow on Thursday, November 6, 2025 at 8:30 a.m. ET (5:30 a.m. PT) from the Investor Relations section of the Company’s website at https://investors.opentext.com. To join the webcast instantly, use this webcast link. A webcast replay will be available shortly following completion of the live call.

Please see below note (2) for a reconciliation of U.S. GAAP-based financial measures used in this press release to Non-GAAP-based financial measures.

For more information, please contact:

Greg Secord
Vice President, Global Head of Investor Relations
Open Text Corporation
(416) 956 0380 (Canada) / (415) 963 0825 (US)
investors@opentext.com

Copyright © 2025 OpenText. All Rights Reserved. Trademarks owned by OpenText. One or more patents may cover this product(s). For more information, please visit https://www.opentext.com/patents.
About OpenText
OpenText™ is a leading Cloud and AI company that provides organizations around the world with a comprehensive suite of Business AI, Business Clouds, and Business Technology. We help organizations grow, innovate, become more efficient and effective, and do so in a trusted and secure way – through Information Management. For more information about OpenText (NASDAQ/TSX: OTEX), please visit us at http://www.opentext.com/.
3


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


4


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

  September 30, 2025 June 30, 2025
ASSETS (unaudited)  
Cash and cash equivalents $ 1,087,083  $ 1,156,496 
Accounts receivable trade, net of allowance for credit losses of $14,670 as of September 30, 2025 and $14,258 as of June 30, 2025
590,974  659,675 
Contract assets 80,956  77,920 
Income taxes recoverable 75,706  108,792 
Prepaid expenses and other current assets 198,191  198,575 
Assets held for sale 104,023  — 
Total current assets 2,136,933  2,201,458 
Property and equipment, net of accumulated depreciation of $710,851 as of September 30, 2025 and $835,324 as of June 30, 2025
370,552  375,252 
Operating lease right of use assets 186,920  197,977 
Long-term contract assets 50,902  49,293 
Goodwill 7,441,579  7,517,463 
Acquired intangible assets 1,852,906  1,976,591 
Deferred tax assets 1,062,736  1,080,575 
Other assets 301,792  307,693 
Long-term income taxes recoverable 70,966  67,762 
Total assets $ 13,475,286  $ 13,774,064 
LIABILITIES AND SHAREHOLDERS' EQUITY    
Current liabilities:  
Accounts payable and accrued liabilities $ 889,195  $ 1,026,583 
Current portion of long-term debt 35,850  35,850 
Operating lease liabilities 73,770  75,914 
Deferred revenues 1,403,126  1,515,382 
Income taxes payable 46,612  93,325 
Liabilities held for sale 14,111  — 
Total current liabilities 2,462,664  2,747,054 
Long-term liabilities:    
Accrued liabilities 41,635  42,312 
Pension liability, net
133,522  132,215 
Long-term debt 6,338,869  6,342,071 
Long-term operating lease liabilities 181,973  189,949 
Long-term deferred revenues 158,883  168,757 
Long-term income taxes payable 74,337  79,604 
Deferred tax liabilities 130,654  141,514 
Total long-term liabilities 7,059,873  7,096,422 
Shareholders’ equity:    
Share capital and additional paid-in capital    
251,964,241 and 254,784,391 Common Shares issued and outstanding at September 30, 2025 and June 30, 2025, respectively; authorized Common Shares: unlimited
2,189,340  2,193,985 
Accumulated other comprehensive income (loss) (46,511) (67,067)
Retained earnings 1,938,716  1,940,113 
Treasury stock, at cost (4,452,019 and 4,648,036 shares at September 30, 2025 and June 30, 2025, respectively)
(130,561) (138,164)
Total OpenText shareholders’ equity 3,950,984  3,928,867 
Non-controlling interests 1,765  1,721 
Total shareholders’ equity 3,952,749  3,930,588 
Total liabilities and shareholders’ equity $ 13,475,286  $ 13,774,064 


5



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,
  2025 2024
Revenues:
Cloud services and subscriptions $ 484,509  $ 457,024 
Customer support 586,845  595,490 
License 134,548  125,813 
Professional service and other 82,233  90,678 
Total revenues 1,288,135  1,269,005 
Cost of revenues:
Cloud services and subscriptions 172,217  175,257 
Customer support 64,064  62,574 
License 7,096  6,657 
Professional service and other 63,038  66,915 
Amortization of acquired technology-based intangible assets 44,204  47,244 
Total cost of revenues 350,619  358,647 
Gross profit 937,516  910,358 
Operating expenses:
Research and development 169,128  190,693 
Sales and marketing 257,055  245,882 
General and administrative 105,763  106,730 
Depreciation 35,921  32,171 
Amortization of acquired customer-based intangible assets 79,561  81,504 
Special charges (recoveries) 20,139  47,136 
Total operating expenses 667,567  704,116 
Income from operations
269,949  206,242 
Other income (expense), net (2,976) (35,655)
Interest and other related expense, net (81,114) (84,282)
Income before income taxes
185,859  86,305 
Provision for income taxes
39,199  1,883 
Net income for the period
$ 146,660  $ 84,422 
Net (income) attributable to non-controlling interests
(44) (54)
Net income attributable to OpenText
$ 146,616  $ 84,368 
Earnings per share—basic attributable to OpenText $ 0.58  $ 0.32 
Earnings per share—diluted attributable to OpenText $ 0.58  $ 0.32 
Weighted average number of Common Shares outstanding—basic (in '000's)
253,645  267,400 
Weighted average number of Common Shares outstanding—diluted (in '000's)
253,772  267,821 

6



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

  Three Months Ended September 30,
  2025 2024
Net income for the period
$ 146,660  $ 84,422 
Other comprehensive income (loss)—net of tax:
Net foreign currency translation adjustments 22,177  (5,190)
Unrealized gain (loss) on cash flow hedges:
Unrealized gain (loss) - net of tax (1)
(1,675) 654 
(Gain) loss reclassified into net income - net of tax (2)
(112) 262 
Unrealized gain (loss) on available-for-sale financial assets:
Unrealized gain (loss) - net of tax (3)
161  248 
Actuarial gain (loss) relating to defined benefit pension plans:
Actuarial gain (loss) - net of tax (4)
—  (1,045)
Amortization of actuarial (gain) loss into net income - net of tax (5)
234 
Total other comprehensive income (loss) net
20,556  (4,837)
Total comprehensive income
167,216  79,585 
Comprehensive income attributable to non-controlling interests
(44) (54)
Total comprehensive income attributable to OpenText
$ 167,172  $ 79,531 
______________________________
(1)Net of tax expense (recovery) of $(604) and $236 for the three months ended September 30, 2025 and 2024, respectively.
(2)Net of tax expense (recovery) of $(41) and $94 for the three months ended September 30, 2025 and 2024, respectively.
(3)Net of tax expense (recovery) of $66 and $207 for the three months ended September 30, 2025 and 2024, respectively.
(4)Net of tax expense (recovery) of $0 and $(43) for the three months ended September 30, 2025 and 2024, respectively.
(5)Net of tax expense (recovery) of $4 and $92 for the three months ended September 30, 2025 and 2024, respectively.

7



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

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 

Three Months Ended September 30, 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 267,801  $ 2,271,886  (3,136) $ (123,268) $ 2,119,159  $ (69,619) $ 1,523  $ 4,199,681 
Issuance of Common Shares
Under employee stock option plans 141  —  —  —  —  —  141 
Under employee stock purchase plans 389  9,863  —  —  —  —  —  9,863 
Share-based compensation —  29,446  —  —  —  —  —  29,446 
Purchase of treasury stock —  —  (824) (25,010) —  —  —  (25,010)
Issuance of treasury stock —  (1,930) 60  2,632  (702) —  —  — 
Repurchase of Common Shares (2,649) (19,215) —  —  (67,266) —  —  (86,481)
Dividends declared
($0.2625 per Common Share)
—  —  —  —  (70,338) —  —  (70,338)
Other comprehensive income (loss) - net —  —  —  —  —  (4,837) —  (4,837)
Net income for the period —  —  —  —  84,368  —  54  84,422 
Balance as of September 30, 2024 265,546  $ 2,290,191  (3,900) $ (145,646) $ 2,065,221  $ (74,456) $ 1,577  $ 4,136,887 
8



OPEN TEXT CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands of U.S. dollars)
(unaudited)
Three Months Ended September 30,
  2025 2024
Cash flows from operating activities:
Net income
$ 146,660  $ 84,422 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of intangible assets 159,686  160,919 
Share-based compensation expense 17,681  29,558 
Pension expense 3,141  3,463 
Amortization of debt discount and issuance costs
5,760  5,296 
Write-off of right of use assets 4,422  — 
Loss on sale and write down of property and equipment, net 2,314 
Deferred taxes (15,132) (42,150)
Share in net (income) of equity investees
(2,417) (455)
Changes in derivative instruments (7,843) 24,935 
Changes in operating assets and liabilities:
Accounts receivable 93,998  57,607 
Contract assets (30,970) (33,849)
Prepaid expenses and other current assets (2,096) 22,151 
Income taxes (33,112) (193,509)
Accounts payable and accrued liabilities (89,793) (107,520)
Deferred revenue (108,798) (76,531)
Other assets 7,809  (4,742)
Operating lease assets and liabilities, net (3,547) (7,403)
Net cash provided by (used in) operating activities
147,763  (77,806)
Cash flows from investing activities:
Additions of property and equipment (46,534) (39,316)
Proceeds from interest on derivative instruments 870  2,519 
Other investing activities 632  357 
Net cash used in investing activities
(45,032) (36,440)
Cash flows from financing activities:
Proceeds from issuance of Common Shares from exercise of stock options and ESPP 8,380  9,449 
Repayment of long-term debt and Revolver (8,963) (8,963)
Net change in transition services agreement obligation —  (4,295)
Repurchase of Common Shares (107,629) (87,403)
Purchase of treasury stock —  (25,000)
Payments of dividends to shareholders (68,220) (69,061)
Net cash used in financing activities
(176,432) (185,273)
Foreign exchange gain on cash held in foreign currencies
4,306  19,136 
Decrease in cash, cash equivalents and restricted cash during the period
(69,395) (280,383)
Cash, cash equivalents and restricted cash at beginning of the period 1,158,106  1,282,793 
Cash, cash equivalents and restricted cash at end of the period $ 1,088,711  $ 1,002,410 

9



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, 2025 September 30, 2024
Cash and cash equivalents $ 1,087,083  $ 1,000,219 
Restricted cash (1)
1,628  2,191 
Total cash, cash equivalents and restricted cash $ 1,088,711  $ 1,002,410 
(1) Restricted cash is classified under the Prepaid expenses and other current assets and Other assets line items on the Condensed Consolidated Balance Sheets.
10



Notes
(1)    All dollar amounts in this press release are in U.S. Dollars unless otherwise indicated.
(2)    Use of Non-GAAP Financial Measures: In addition to reporting financial results in accordance with U.S. GAAP, the Company provides certain financial measures that are not in accordance with U.S. GAAP (Non-GAAP). These Non-GAAP financial measures have certain limitations in that they do not have a standardized meaning and thus the Company’s definition may be different from similar Non-GAAP financial measures used by other companies and/or analysts and may differ from period to period. Thus it may be more difficult to compare the Company's financial performance to that of other companies. However, the Company’s management compensates for these limitations by providing the relevant disclosure of the items excluded in the calculation of these Non-GAAP financial measures both in its reconciliation to the U.S. GAAP financial measures and its condensed consolidated financial statements, all of which should be considered when evaluating the Company’s results.
The Company uses these Non-GAAP financial measures to supplement the information provided in its condensed consolidated financial statements, which are presented in accordance with U.S. GAAP. The presentation of Non-GAAP financial measures is not meant to be a substitute for financial measures presented in accordance with U.S. GAAP, but rather should be evaluated in conjunction with and as a supplement to such U.S. GAAP measures. OpenText strongly encourages investors to review its financial information in its entirety and not to rely on a single financial measure. The Company therefore believes that despite these limitations, it is appropriate to supplement the disclosure of the U.S. GAAP measures with certain Non-GAAP measures defined below.
Non-GAAP-based net income and Non-GAAP-based EPS, attributable to OpenText, are consistently calculated as GAAP-based net income (loss) or earnings (loss) per share, attributable to OpenText, on a diluted basis, excluding the effects of the amortization of acquired intangible assets, other income (expense), share-based compensation, and special charges (recoveries), all net of tax and any tax benefits/expense items unrelated to current period income, as further described in the tables below. Non-GAAP-based gross profit is the arithmetical sum of GAAP-based gross profit and the amortization of acquired technology-based intangible assets and share-based compensation within cost of sales. Non-GAAP-based gross margin is calculated as Non-GAAP-based gross profit expressed as a percentage of total revenue. Non-GAAP-based income from operations is calculated as GAAP-based income from operations, excluding the amortization of acquired intangible assets, special charges (recoveries), and share-based compensation expense.
Adjusted EBITDA is defined and calculated as GAAP-based net income (loss), attributable to OpenText, excluding interest income (expense), provision for (recovery of) income taxes, depreciation and amortization of acquired intangible assets, other income (expense), share-based compensation and special charges (recoveries). Adjusted EBITDA margin is calculated as adjusted EBITDA expressed as a percentage of total revenue.
Free cash flows is defined and calculated as GAAP-based cash flows provided by operating activities less capital expenditures.
The Company's management believes that the presentation of the above defined Non-GAAP financial measures provides useful information to investors because they portray the financial results of the Company before the impact of certain non-operational charges. The use of the term “non-operational charge” is defined for this purpose as an expense that does not impact the ongoing operating decisions taken by the Company’s management. These items are excluded based upon the way the Company's management evaluates the performance of the Company’s business for use in the Company’s internal reports and are not excluded in the sense that they may be used under U.S. GAAP.
The Company does not acquire businesses on a predictable cycle, and therefore believes that the presentation of Non-GAAP measures, which in certain cases adjust for the impact of amortization of intangible assets and the related tax effects that are primarily related to acquisitions, will provide readers of financial statements with a more consistent basis for comparison across accounting periods and be more useful in helping readers understand the Company’s operating results and underlying operational trends. Additionally, the Company has engaged in various restructuring activities over the past several years, primarily due to acquisitions and most recently in response to our return to office planning, that have resulted in costs associated with reductions in headcount, consolidation of leased facilities and related costs, all which are recorded under the Company’s “Special charges (recoveries)” caption on the Condensed Consolidated Statements of Income. Each restructuring activity is a discrete event based on a unique set of business objectives or circumstances, and each differs in terms of its operational implementation, business impact and scope, and the size of each restructuring plan can vary significantly from period to period. Therefore, the Company believes that the exclusion of these special charges (recoveries) will also better aid readers of financial statements in the understanding and comparability of the Company’s operating results and underlying operational trends.
In summary, the Company believes the provision of supplemental Non-GAAP measures allow investors to evaluate the operational and financial performance of the Company’s core business using the same evaluation measures that management uses, and is therefore a useful indication of OpenText’s performance or expected performance of future operations and facilitates period-to-period comparison of operating performance (although prior performance is not necessarily indicative of future performance). As a result, the Company considers it appropriate and reasonable to provide, in addition to U.S. GAAP measures, supplementary Non-GAAP financial measures that exclude certain items from the presentation of its financial results. Information reconciling certain forward-looking GAAP measures to non-GAAP measures related to outlook, estimates or business models, including A-EBITDA is not available without unreasonable effort due to high variability, complexity and uncertainty with respect to forecasting and quantifying certain amounts that are necessary for such reconciliations.
The following charts provide unaudited reconciliations of U.S. GAAP-based financial measures to Non-GAAP-based financial measures for the following periods presented.
11



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 Revenue
Adjustments
Note
Non-GAAP-based Measures
Non-GAAP-based Measures
% of Total Revenue
Cost of revenues      
Cloud services and subscriptions $ 172,217  $ (1,749) (1) $ 170,468 
Customer 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 customer-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 revenue.
(4)    Adjustment relates to the exclusion of special charges (recoveries) from our Non-GAAP-based operating expenses as special charges (recoveries) are generally incurred in the periods relevant to an acquisition and include certain charges or recoveries that are not indicative or related to continuing operations and are therefore excluded from our internal analysis of operating results.
(5)    GAAP-based and Non-GAAP-based income from operations stated in dollars.
12



(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. Beginning in Fiscal 2025, net tax benefits arising from the internal reorganization that occurred in Fiscal 2017 have been fully utilized and are no longer included. In arriving at our Non-GAAP-based tax rate of approximately 24%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense.
(8)Reconciliation of GAAP-based net income to Non-GAAP-based net income:
Three Months Ended 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 customer-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  %
13



Reconciliation of Free Cash Flows
Three Months Ended September 30, 2025
GAAP-based cash flows provided by operating activities $ 147,763 
Add:
Capital expenditures (1)
(46,534)
Free cash flows $ 101,229 
(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, 2025
(In thousands, except for per share data)
 
Three Months Ended June 30, 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 $ 176,198  $ (1,489) (1) $ 174,709 
Customer support 63,347  (774) (1) 62,573 
Professional service and other 64,717  (1,369) (1) 63,348 
Amortization of acquired technology-based intangible assets 47,134  (47,134) (2) — 
GAAP-based gross profit and gross margin (%) /Non-GAAP-based gross profit and gross margin (%) 947,699  72.3% 50,766  (3) 998,465  76.2%
Operating expenses
Research and development 187,183  (5,439) (1) 181,744 
Sales and marketing 279,584  (11,446) (1) 268,138 
General and administrative 106,007  (1,404) (1) 104,603 
Amortization of acquired customer-based intangible assets 79,656  (79,656) (2) — 
Special charges (recoveries) 79,662  (79,662) (4) — 
GAAP-based income from operations / Non-GAAP-based income from operations
181,558  228,373  (5) 409,931 
Other income (expense), net (89,169) 89,169  (6) — 
Provision for (recovery of) income taxes
(17,613) 96,528  (7) 78,915 
GAAP-based net income / Non-GAAP-based net income, attributable to OpenText
28,833  221,014  (8) 249,847 
GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText $ 0.11  $ 0.86  (8) $ 0.97 

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



(6) Adjustment relates to the exclusion of other income (expense) from our Non-GAAP-based operating expenses as other income (expense) generally relates to the transactional impact of foreign exchange and is generally not indicative or related to continuing operations and is therefore excluded from our internal analysis of operating results. Other income (expense) also includes our share of income (losses) from our holdings in investments as a limited partner. We do not actively trade equity securities in these privately held companies nor do we plan our ongoing operations based around any anticipated fundings or distributions from these investments. We exclude gains and losses on these investments as we do not believe they are reflective of our ongoing business and operating results. Other income (expense) also includes unrealized and realized gains (losses) on our derivatives which are not designated as hedges. We exclude gains and losses on these derivatives as we do not believe they are reflective of our ongoing business and operating results.
(7)    Adjustment relates to differences between the GAAP-based tax provision rate of approximately (156)% and a Non-GAAP-based tax rate of approximately 24%; these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based net income. Such excluded items include amortization, share-based compensation, special charges (recoveries) and other income (expense), net. Also excluded are tax benefits/expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves and “book to return” adjustments for tax return filings and tax assessments. Beginning in Fiscal 2025, net tax benefits arising from the internal reorganization that occurred in Fiscal 2017 have been fully utilized and are no longer included. In arriving at our Non-GAAP-based tax rate of approximately 24%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense.
(8)    Reconciliation of GAAP-based net income to Non-GAAP-based net income:
Three Months Ended June 30, 2025
Per share diluted
GAAP-based net income, attributable to OpenText
$ 28,833  $ 0.11 
Add:
Amortization 126,790  0.49 
Share-based compensation 21,921  0.09 
Special charges (recoveries) 79,662  0.31 
Other (income) expense, net 89,169  0.35 
GAAP-based recovery of income taxes
(17,613) (0.07)
Non-GAAP-based provision for income taxes
(78,915) (0.31)
Non-GAAP-based net income, attributable to OpenText
$ 249,847  $ 0.97 
Reconciliation of Adjusted EBITDA
Three Months Ended June 30, 2025
GAAP-based net income, attributable to OpenText
$ 28,833 
Add:
Recovery of income taxes
(17,613)
Interest and other related expense, net 81,118 
Amortization of acquired technology-based intangible assets 47,134 
Amortization of acquired customer-based intangible assets 79,656 
Depreciation 34,049 
Share-based compensation 21,921 
Special charges (recoveries) 79,662 
Other (income) expense, net 89,169 
Adjusted EBITDA $ 443,929 
GAAP-based net income margin
2.2  %
Adjusted EBITDA margin 33.9  %
15



Reconciliation of Free Cash Flows
Three Months Ended June 30, 2025
GAAP-based cash flows provided by operating activities $ 158,191 
Add:
Capital expenditures (1)
(34,225)
Free cash flows $ 123,966 
(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, 2024
(In thousands, except for per share data)
 
Three Months Ended September 30, 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 $ 175,257  $ (2,186) (1) $ 173,071 
Customer support 62,574  (1,342) (1) 61,232 
Professional service and other 66,915  (1,314) (1) 65,601 
Amortization of acquired technology-based intangible assets 47,244  (47,244) (2) — 
GAAP-based gross profit and gross margin (%) /Non-GAAP-based gross profit and gross margin (%) 910,358  71.7  % 52,086  (3) 962,444  75.8  %
Operating expenses
Research and development 190,693  (8,167) (1) 182,526 
Sales and marketing 245,882  (9,315) (1) 236,567 
General and administrative 106,730  (7,234) (1) 99,496 
Amortization of acquired customer-based intangible assets 81,504  (81,504) (2) — 
Special charges (recoveries) 47,136  (47,136) (4) — 
GAAP-based income from operations / Non-GAAP-based income from operations
206,242  205,442  (5) 411,684 
Other income (expense), net (35,655) 35,655  (6) — 
Provision for income taxes
1,883  76,693  (7) 78,576 
GAAP-based net income / Non-GAAP-based net income, attributable to OpenText
84,368  164,404  (8) 248,772 
GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText $ 0.32  $ 0.61  (8) $ 0.93 

(1)    Adjustment relates to the exclusion of share-based compensation expense from our Non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results.
(2)    Adjustment relates to the exclusion of amortization expense from our Non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results.
(3)    GAAP-based and Non-GAAP-based gross profit stated in dollars and gross margin stated as a percentage of total revenue.
(4)    Adjustment relates to the exclusion of special charges (recoveries) from our Non-GAAP-based operating expenses as special charges (recoveries) are generally incurred in the periods relevant to an acquisition and include certain charges or recoveries that are not indicative or related to continuing operations and are therefore excluded from our internal analysis of operating results.
(5)    GAAP-based and Non-GAAP-based income from operations stated in dollars.
16



(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 2% and a Non-GAAP-based tax rate of approximately 24%; these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based net income. Such excluded items include amortization, share-based compensation, special charges (recoveries) and other income (expense), net. Also excluded are tax benefits/expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves and “book to return” adjustments for tax return filings and tax assessments. Beginning in Fiscal 2025, net tax benefits arising from the internal reorganization that occurred in Fiscal 2017 have been fully utilized and are no longer included. In arriving at our Non-GAAP-based tax rate of approximately 24%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense.
(8)    Reconciliation of GAAP-based net income to Non-GAAP-based net income:
Three Months Ended September 30, 2024
Per share diluted
GAAP-based net income, attributable to OpenText
$ 84,368  $ 0.32 
Add:
Amortization 128,748  0.47 
Share-based compensation 29,558  0.11 
Special charges (recoveries) 47,136  0.18 
Other (income) expense, net 35,655  0.13 
GAAP-based provision for income taxes
1,883  0.01 
Non-GAAP-based provision for income taxes
(78,576) (0.29)
Non-GAAP-based net income, attributable to OpenText
$ 248,772  $ 0.93 
Reconciliation of Adjusted EBITDA
Three Months Ended September 30, 2024
GAAP-based net income, attributable to OpenText
$ 84,368 
Add:
Provision for income taxes
1,883 
Interest and other related expense, net 84,282 
Amortization of acquired technology-based intangible assets 47,244 
Amortization of acquired customer-based intangible assets 81,504 
Depreciation 32,171 
Share-based compensation 29,558 
Special charges (recoveries) 47,136 
Other (income) expense, net 35,655 
Adjusted EBITDA $ 443,801 
GAAP-based net income margin
6.6  %
Adjusted EBITDA margin 35.0  %
17



Reconciliation of Free Cash Flows
Three Months Ended September 30, 2024
GAAP-based cash flows used in operating activities $ (77,806)
Add:
Capital expenditures (1)
(39,316)
Free cash flows $ (117,122)
(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 revenue and expenses, expressed as a percentage, for the three months ended September 30, 2025 and 2024:
  Three Months Ended September 30, 2025 Three Months Ended September 30, 2024
Currencies % of Revenue
% of Expenses(1)
% of Revenue
% of Expenses(1)
EURO 24  % 12  % 22  % 12  %
GBP % % % %
CAD % 12  % % 10  %
USD 58  % 46  % 59  % 49  %
Other 10  % 24  % 11  % 23  %
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).
18