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    OpenText Reports Second Quarter Fiscal Year 2026 Financial Results

    2/5/26 4:01:00 PM ET
    $OTEX
    EDP Services
    Technology
    Get the next $OTEX alert in real time by email

    Total Revenues of $1.33B, 20 Consecutive Quarters of Cloud Organic Growth

    Delivers Net Income Margin of 13%, Robust Adjusted EBITDA Margin of 37.0% 

    Fiscal 2026 Second Quarter Highlights (in millions)(1)

    Total

    Revenues

    Cloud

    Revenues



    Profitability



    Diluted EPS



    Cash Flows



    Net Income



    A-EBITDA



    GAAP



    Non-GAAP



    Operating



    Free Cash

    Flows

    $1,327

    $478



    $168



    $491



    $0.66



    $1.13



    $319



    $279

    -0.6% Y/Y

    +3.4% Y/Y



    12.7% margin



    37.0% margin



    -24.1% Y/Y



    +1.8% Y/Y



    -8.4% Y/Y



    -8.9% Y/Y

    WATERLOO, ON, Feb. 5, 2026 /PRNewswire/ -- Open Text Corporation (NASDAQ:OTEX), (TSX:OTEX), today announced its financial results for the second quarter ended December 31, 2025.

    OpenText (PRNewsfoto/Open Text Corporation)



    "We had an excellent quarter, led by 18% revenue growth in our Content Management cloud business," said James McGourlay, Interim Chief Executive Officer. "OpenText is at the forefront of Enterprise Information Management for AI, and at our recent OpenText World conference, our customers and partners demonstrated on the main stage how they leverage our Aviator AI solutions to solve complex problems, bringing insights, security and compliance to their information and most sensitive data. I would also like to welcome Ayman Antoun to the CEO role at OpenText, and I look forward to working with him on a smooth and steady transition."





    James McGourlay, OpenText Interim Chief Executive Officer



















    "With strong adjusted EBITDA margin and free cash flow performance in the quarter, the strength of the OpenText operating model continues to drive our business to meet the Company's margin targets for Fiscal 2026," said Steve Rai, Executive Vice President, Chief Financial Officer. "Our robust cash flow engine provides the scale and capital flexibility to continue investing for growth within our core Enterprise Information Management for AI market."





    Steve Rai, OpenText Executive Vice President, Chief Financial Officer



















    "Welcoming Ayman Antoun as our CEO marks a pivotal milestone in OpenText's journey. He brings deep enterprise technology and software expertise with decades of experience leading large scale global transformations. Ayman's leadership will help OpenText expand our market share as the world's leader in secure, trusted data amid accelerating demand for cloud modernization and enterprise AI," said P. Thomas Jenkins, Executive Chair of the Board and Chief Strategy Officer.  "The closing of eDOCS and announced divestiture of Vertica demonstrates our continued progress in divesting non-core assets. We remain committed to building a leaner OpenText, focused on growth and helping clients leverage enterprise content to train agentic AI."





    P. Thomas Jenkins, OpenText Executive Chair & Chief Strategy Officer

















    Second Quarter Financial Highlights Y/Y

    • Total revenues: $1.327 billion, -0.6% Y/Y
    • Annual recurring revenues (ARR): $1.060 billion, +0.7% Y/Y
    • Cloud revenues: $478 million, +3.4% Y/Y, 20 consecutive quarters of cloud organic growth
    • Quarterly enterprise cloud bookings(2): $295 million, +18.0% Y/Y
    • Cash flows: Operating $319 million and free cash flows(3) $279 million
    • Net income: GAAP $168 million, -26.9% Y/Y, Non-GAAP(3) $286 million, -2.4% Y/Y
    • Adjusted EBITDA(3) of $491 million, margin of 37.0%
    • Diluted earnings per share (EPS): GAAP $0.66, Non-GAAP(3) $1.13
    • Capital returns of $119 million including $69 million via dividends and $50 million of share repurchases

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

    (2) Enterprise cloud bookings is defined as the total value from cloud services and subscription contracts, entered into in the period that are new, committed and incremental to our existing contracts, entered into with our enterprise based customers.

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

    Financial Highlights for Q2 Fiscal 2026 with Year Over Year Comparisons

    Summary of Quarterly Results















    (In millions, except per share data)

    Q2 FY'26

    Q2 FY'25

    $ Change 

    % Change 



    Q2 FY'26 

    in CC*

    % Change

    in CC*

    Revenues:















    Cloud services and subscriptions

    $478

    $462

    $16

    3.4 %



    $471

    1.9 %

    Customer support

    $582

    $591

    ($9)

    (1.5) %



    $569

    (3.7) %

    Total annual recurring revenues**

    $1,060

    $1,053

    $7

    0.7 %



    $1,040

    (1.2) %

    License

    $184

    $189

    ($5)

    (2.5) %



    $179

    (5.3) %

    Professional service and other

    $83

    $93

    ($10)

    (11.0) %



    $81

    (13.1) %

    Total revenues

    $1,327

    $1,335

    ($8)

    (0.6) %



    $1,299

    (2.6) %

    GAAP-based operating income

    $292

    $296

    ($4)

    (1.4) %



    N/A

    N/A

    Non-GAAP-based operating income (1)

    $456

    $470

    ($14)

    (2.9) %



    $436

    (7.2) %

    GAAP-based net income attributable to OpenText

    $168

    $230

    ($62)

    (26.9) %



    N/A

    N/A

    Non-GAAP-based net income attributable to OpenText (1)

    $286

    $293

    ($7)

    (2.4) %



    $272

    (7.4) %

    GAAP-based EPS, diluted

    $0.66

    $0.87

    ($0.21)

    (24.1) %



    N/A

    N/A

    Non-GAAP-based EPS, diluted (1)

    $1.13

    $1.11

    $0.02

    1.8 %



    $1.07

    (3.6) %

    Adjusted EBITDA (1)

    $491

    $501

    ($10)

    (2.1) %



    $471

    (6.1) %

    Operating cash flows

    $319

    $348

    ($29)

    (8.4) %



    N/A

    N/A

    Free cash flows (1)

    $279

    $307

    ($27)

    (8.9) %



    N/A

    N/A

     

    Summary of YTD Results















    (In millions, except per share data)

    FY'26 YTD

    FY'25 YTD

    $ Change 

    % Change 



    FY'26 YTD

    in CC*

    % Change

    in CC*

    Revenues:















    Cloud services and subscriptions

    $963

    $919

    $43

    4.7 %



    $947

    3.0 %

    Customer support

    $1,169

    $1,186

    ($17)

    (1.5) %



    $1,141

    (3.8) %

    Total annual recurring revenues**

    $2,131

    $2,105

    $26

    1.2 %



    $2,089

    (0.8) %

    License

    $319

    $315

    $4

    1.3 %



    $311

    (1.1) %

    Professional service and other

    $165

    $183

    ($19)

    (10.2) %



    $160

    (12.7) %

    Total revenues

    $2,615

    $2,604

    $11

    0.4 %



    $2,560

    (1.7) %

    GAAP-based operating income

    $562

    $502

    $60

    11.9 %



    N/A

    N/A

    Non-GAAP-based operating income (1)

    $887

    $881

    $6

    0.7 %



    $850

    (3.5) %

    GAAP-based net income attributable to OpenText

    $315

    $314

    $—

    0.2 %



    N/A

    N/A

    Non-GAAP-based net income attributable to OpenText (1)

    $553

    $542

    $10

    1.9 %



    $526

    (3.0) %

    GAAP-based EPS, diluted

    $1.24

    $1.18

    $0.06

    5.1 %



    N/A

    N/A

    Non-GAAP-based EPS, diluted (1)

    $2.18

    $2.03

    $0.15

    7.4 %



    $2.08

    2.5 %

    Adjusted EBITDA (1)

    $959

    $945

    $13

    1.4 %



    $921

    (2.5) %

    Operating cash flows

    $466

    $270

    $196

    72.6 %



    N/A

    N/A

    Free cash flows (1)

    $381

    $190

    $191

    100.8 %



    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 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 February 4, 2026, a cash 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. 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 Ayman Antoun as Chief Executive Officer, effective April 20, 2026
    • OpenText announces divestiture of Vertica, a part of its non-core Analytics portfolio, for US$150 million
    • OpenText completes divestiture of eDOCS, a non-core product, for US$163 million
    • John Hastings and Margaret Stuart appointed to the Board of Directors in December 2025, totaling four new board members appointed in 2025
    • OpenText unveiled next-generation AI Data Platform for secure information management at our OpenText World user conference
    • OpenText expands collaboration with SAP to deliver AI-ready cloud content management at scale
    • Key customer wins in the quarter include: Anritsu Service Assurance, Atos Group, BNP Paribas, Central Clinical Labs, Dairy Farmers of America, Desjardins, Finova, Raiffeisen Informatik Consulting, Ricoh Corporation, Sklavenitis, Solenis, Turkcell, US Bank National Association

    Summary of Quarterly Results

















    Q2 FY'26

    Q1 FY'26

    Q2 FY'25

    % Change 

    (Q2 FY'26 vs

    Q1 FY'26)



    % Change

    (Q2 FY'26 vs

    Q2 FY'25)



    Revenue (millions)

    $        1,327

    $        1,288

    $        1,335

    3.0 %



    (0.6) %



    GAAP-based gross margin

    74.0 %

    72.8 %

    73.3 %

    130

    bps

    70

    bps

    Non-GAAP-based gross margin (1)

    77.6 %

    76.5 %

    77.2 %

    120

    bps

    40

    bps

    GAAP-based EPS, diluted

    $          0.66

    $          0.58

    $          0.87

    13.8 %



    (24.1) %



    Non-GAAP-based EPS, diluted (1)

    $          1.13

    $          1.05

    $          1.11

    7.6 %



    1.8 %





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

    Conference Call Information

    OpenText posted an investor presentation on its Investor Relations website and invites the public to listen to the earnings conference call webcast on Thursday, February 5, 2026 at 5:00 p.m. ET (2:00 p.m. PT) from the Investor Relations section of the Company's website at https://investors.opentext.com. To join the webcast instantly, use this webcast link. A webcast replay will be available shortly following completion of the live call.

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

    OTEX-F

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

    About OpenText

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

    Cautionary Statement Regarding Forward-Looking Statements

    Certain statements in this press release, including statements about Open Text Corporation ("OpenText" or "the Company") on growth, profitability and future of Information Management, including returning to growth, strategic capital allocation, delivering sustained margin and free cash flow growth, reinvestment in core business, and generating returns for investors; expected future performance, including competitive position of and innovation to certain products and ability to build long-term shareholder value; 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, including the proposed divestiture of Vertica, associated strategy, benefits from and timing of such transactions and use of proceeds therefrom; future total and cloud revenues, operating expenses, margins, RPO, cRPO, free cash flows, earnings, interest expense and capital expenditures; net leverage and savings estimates and timing thereof; market share of our products; innovation road map; estimated annualized dividend; expected size and timing of the 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.

    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

    $             1,271,374



    $             1,156,496

    Accounts receivable trade, net of allowance for credit losses of $15,116 as of December 31, 2025 and $14,258 as of June 30, 2025

    665,617



    659,675

    Contract assets

    73,965



    77,920

    Income taxes recoverable

    38,583



    108,792

    Prepaid expenses and other current assets

    186,383



    198,575

    Assets held for sale

    116,105



    —

    Total current assets

    2,352,027



    2,201,458

    Property and equipment, net of accumulated depreciation of $727,520 as of December 31, 2025 and $835,324 as of June 30, 2025

    389,366



    375,252

    Operating lease right of use assets

    156,402



    197,977

    Long-term contract assets

    55,133



    49,293

    Goodwill

    7,433,913



    7,517,463

    Acquired intangible assets

    1,729,983



    1,976,591

    Deferred tax assets

    1,071,236



    1,080,575

    Other assets

    308,115



    307,693

    Long-term income taxes recoverable

    73,987



    67,762

    Total assets

    $          13,570,162



    $          13,774,064

    LIABILITIES AND SHAREHOLDERS' EQUITY







    Current liabilities:







    Accounts payable and accrued liabilities

    $                929,508



    $             1,026,583

    Current portion of long-term debt

    35,850



    35,850

    Operating lease liabilities

    66,600



    75,914

    Deferred revenues

    1,456,883



    1,515,382

    Income taxes payable

    2,804



    93,325

    Liabilities held for sale

    13,019



    —

    Total current liabilities

    2,504,664



    2,747,054

    Long-term liabilities:







    Accrued liabilities

    41,214



    42,312

    Pension liability, net

    132,511



    132,215

    Long-term debt

    6,335,758



    6,342,071

    Long-term operating lease liabilities

    155,217



    189,949

    Long-term deferred revenues

    165,191



    168,757

    Long-term income taxes payable

    68,654



    79,604

    Deferred tax liabilities

    121,559



    141,514

    Total long-term liabilities

    7,020,104



    7,096,422

    Shareholders' equity:







    Share capital and additional paid-in capital







    251,676,295 and 254,784,391 Common Shares issued and outstanding at December 31, 2025 and June 30, 2025, respectively; authorized Common Shares: unlimited

    2,183,939



    2,193,985

    Accumulated other comprehensive income (loss)

    (38,432)



    (67,067)

    Retained earnings

    1,971,950



    1,940,113

    Treasury stock, at cost (2,584,014 and 4,648,036 shares at December 31, 2025 and June 30, 2025, respectively)

    (73,863)



    (138,164)

    Total OpenText shareholders' equity

    4,043,594



    3,928,867

    Non-controlling interests

    1,800



    1,721

    Total shareholders' equity

    4,045,394



    3,930,588

    Total liabilities and shareholders' equity

    $          13,570,162



    $          13,774,064

     

    OPEN TEXT CORPORATION

     CONDENSED CONSOLIDATED STATEMENTS OF INCOME

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

    (unaudited)





    Three Months Ended

    December 31,



    Six Months Ended

    December 31,



    2025



    2024



    2025



    2024

    Revenues:















    Cloud services and subscriptions

    $       478,084



    $       462,306



    $       962,593



    $       919,330

    Customer support

    581,921



    590,595



    1,168,766



    1,186,085

    License

    184,227



    188,923



    318,775



    314,736

    Professional service and other

    82,504



    92,676



    164,737



    183,354

    Total revenues

    1,326,736



    1,334,500



    2,614,871



    2,603,505

    Cost of revenues:















    Cloud services and subscriptions

    170,252



    172,288



    342,469



    347,545

    Customer support

    58,497



    62,656



    122,561



    125,230

    License

    9,046



    6,336



    16,142



    12,993

    Professional service and other

    62,537



    68,041



    125,575



    134,956

    Amortization of acquired technology-based intangible assets

    44,204



    47,203



    88,408



    94,447

    Total cost of revenues

    344,536



    356,524



    695,155



    715,171

    Gross profit

    982,200



    977,976



    1,919,716



    1,888,334

    Operating expenses:















    Research and development

    158,309



    180,727



    327,437



    371,420

    Sales and marketing

    287,995



    273,929



    545,050



    519,811

    General and administrative

    110,111



    99,356



    215,874



    206,086

    Depreciation

    35,267



    31,879



    71,188



    64,050

    Amortization of acquired customer-based intangible assets

    78,645



    81,048



    158,206



    162,552

    Special charges (recoveries)

    20,118



    15,238



    40,257



    62,374

    Total operating expenses

    690,445



    682,177



    1,358,012



    1,386,293

    Income from operations

    291,755



    295,799



    561,704



    502,041

    Other income (expense), net

    2,932



    68,615



    (44)



    32,960

    Interest and other related expense, net

    (79,227)



    (83,615)



    (160,341)



    (167,897)

    Income before income taxes

    215,460



    280,799



    401,319



    367,104

    Provision for income taxes

    47,334



    50,893



    86,533



    52,776

    Net income for the period

    $       168,126



    $       229,906



    $       314,786



    $       314,328

    Net (income) attributable to non-controlling interests

    (35)



    (44)



    (79)



    (98)

    Net income attributable to OpenText

    $       168,091



    $       229,862



    $       314,707



    $       314,230

    Earnings per share—basic attributable to OpenText

    $              0.67



    $              0.87



    $              1.24



    $              1.18

    Earnings per share—diluted attributable to OpenText

    $              0.66



    $              0.87



    $              1.24



    $              1.18

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

    251,983



    265,099



    252,814



    266,252

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

    253,733



    265,193



    253,406



    266,505

     

    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 for the period

    $       168,126



    $       229,906



    $       314,786



    $       314,328

    Other comprehensive income (loss)—net of tax:















    Net foreign currency translation adjustments

    6,843



    1,167



    29,020



    (4,023)

    Unrealized gain (loss) on cash flow hedges:















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

    668



    (4,188)



    (1,007)



    (3,534)

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

    45



    1,010



    (67)



    1,272

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















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

    510



    436



    671



    684

    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)

    13



    252



    18



    486

    Total other comprehensive income (loss), net for the period

    8,079



    (1,323)



    28,635



    (6,160)

    Total comprehensive income

    176,205



    228,583



    343,421



    308,168

    Comprehensive income attributable to non-controlling interests

    (35)



    (44)



    (79)



    (98)

    Total comprehensive income attributable to OpenText

    $       176,170



    $       228,539



    $       343,342



    $       308,070

    ______________________________

    (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.

     

    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

    251,964



    $  2,189,340



    (4,452)



    $  (130,561)



    $  1,938,716



    $        (46,511)



    $      1,765



    $  3,952,749

    Issuance of Common Shares































    Under employee stock option plans

    857



    26,746



    —



    —



    —



    —



    —



    26,746

    Under employee stock purchase plans

    245



    7,826



    —



    —



    —



    —



    —



    7,826

    Share-based compensation

    —



    21,119



    —



    —



    —



    —



    —



    21,119

    Issuance of treasury stock

    —



    (51,375)



    1,868



    56,698



    —



    —



    —



    5,323

    Repurchase of Common Shares

    (1,390)



    (9,717)



    —



    —



    (65,455)



    —



    —



    (75,172)

    Dividends declared

    ($0.275 per Common Share)

    —



    —



    —



    —



    (69,402)



    —



    —



    (69,402)

    Other comprehensive income (loss) - net

    —



    —



    —



    —



    —



    8,079



    —



    8,079

    Net income for the period

    —



    —



    —



    —



    168,091



    —



    35



    168,126

    Balance as of December 31, 2025

    251,676



    $  2,183,939



    (2,584)



    $  (73,863)



    $  1,971,950



    $        (38,432)



    $      1,800



    $  4,045,394















    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

    265,546



    $  2,290,191



    (3,900)



    $  (145,646)



    $  2,065,221



    $        (74,456)



    $      1,577



    $  4,136,887

    Issuance of Common Shares































    Under employee stock option plans

    65



    1,739



    —



    —



    —



    —



    —



    1,739

    Under employee stock purchase plans

    330



    9,308



    —



    —



    —



    —



    —



    9,308

    Share-based compensation

    —



    30,355



    —



    —



    —



    —



    —



    30,355

    Purchase of treasury stock

    —



    —



    (1,363)



    (40,013)



    —



    —



    —



    (40,013)

    Issuance of treasury stock

    —



    (39,906)



    1,037



    41,227



    —



    —



    —



    1,321

    Repurchase of Common Shares

    (2,213)



    (16,104)



    —



    —



    (50,990)



    —



    —



    (67,094)

    Dividends declared

    ($0.2625 per Common Share)

    —



    —



    —



    —



    (69,579)



    —



    —



    (69,579)

    Other comprehensive income (loss) - net

    —



    —



    —



    —



    —



    (1,323)



    —



    (1,323)

    Net income for the period

    —



    —



    —



    —



    229,862



    —



    44



    229,906

    Balance as of December 31, 2024

    263,728



    $  2,275,583



    (4,226)



    $  (144,432)



    $  2,174,514



    $        (75,779)



    $      1,621



    $  4,231,507

     

    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

    254,784



    $  2,193,985



    (4,648)



    $  (138,164)



    $  1,940,113



    $        (67,067)



    $      1,721



    $  3,930,588

    Issuance of Common Shares































    Under employee stock option plans

    882



    27,301



    —



    —



    —



    —



    —



    27,301

    Under employee stock purchase plans

    556



    15,422



    —



    —



    —



    —



    —



    15,422

    Share-based compensation

    —



    38,800



    —



    —



    —



    —



    —



    38,800

    Issuance of treasury stock

    —



    (58,777)



    2,064



    64,301



    —



    —



    —



    5,524

    Repurchase of Common Shares

    (4,546)



    (32,792)



    —



    —



    (144,103)



    —



    —



    (176,895)

    Dividends declared

    ($0.55 per Common Share)

    —



    —



    —



    —



    (138,767)



    —



    —



    (138,767)

    Other comprehensive income (loss) - net

    —



    —



    —



    —



    —



    28,635



    —



    28,635

    Net income for the period

    —



    —



    —



    —



    314,707



    —



    79



    314,786

    Balance as of December 31, 2025

    251,676



    $  2,183,939



    (2,584)



    $  (73,863)



    $  1,971,950



    $        (38,432)



    $      1,800



    $  4,045,394















    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

    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

    70



    1,880



    —



    —



    —



    —



    —



    1,880

    Under employee stock purchase plans

    719



    19,171



    —



    —



    —



    —



    —



    19,171

    Share-based compensation

    —



    59,801



    —



    —



    —



    —



    —



    59,801

    Purchase of treasury stock

    —



    —



    (2,187)



    (65,023)



    —



    —



    —



    (65,023)

    Issuance of treasury stock

    —



    (41,836)



    1,097



    43,859



    (702)



    —



    —



    1,321

    Repurchase of Common Shares

    (4,862)



    (35,319)



    —



    —



    (118,256)



    —



    —



    (153,575)

    Dividends declared

    ($0.525 per Common Share)

    —



    —



    —



    —



    (139,917)



    —



    —



    (139,917)

    Other comprehensive income (loss) - net

    —



    —



    —



    —



    —



    (6,160)



    —



    (6,160)

    Net income for the period

    —



    —



    —



    —



    314,230



    —



    98



    314,328

    Balance as of December 31, 2024

    263,728



    $  2,275,583



    (4,226)



    $  (144,432)



    $  2,174,514



    $        (75,779)



    $      1,621



    $  4,231,507

     

    OPEN TEXT CORPORATION

    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 

    (In thousands of U.S. dollars)

    (unaudited)





    Three Months Ended

    December 31,



    Six Months Ended

    December 31,



    2025



    2024



    2025



    2024

    Cash flows from operating activities:















    Net income for the period

    $         168,126



    $         229,906



    $         314,786



    $         314,328

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















    Depreciation and amortization of intangible assets

    158,116



    160,130



    317,802



    321,049

    Share-based compensation expense

    21,232



    30,361



    38,913



    59,919

    Pension expense

    3,087



    3,350



    6,228



    6,813

    Amortization of debt discount and issuance costs

    5,852



    5,499



    11,612



    10,795

    Write-off of right of use assets

    3,422



    1,385



    7,844



    1,385

    Adjustment to gain on AMC Divestiture

    —



    4,175



    —



    4,175

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

    509



    437



    2,823



    439

    Deferred taxes

    (17,667)



    (10,827)



    (32,799)



    (52,977)

    Share in net (income) of equity investees

    (5,216)



    (1,538)



    (7,633)



    (1,993)

    Changes in derivative instruments

    (2,906)



    (45,549)



    (10,749)



    (20,614)

    Changes in operating assets and liabilities:















    Accounts receivable

    (33,508)



    (15,728)



    60,490



    41,879

    Contract assets

    (38,708)



    (26,097)



    (69,678)



    (59,946)

    Prepaid expenses and other current assets

    12,264



    32,427



    10,168



    54,578

    Income taxes

    448



    (3,218)



    (32,664)



    (196,727)

    Accounts payable and accrued liabilities

    (8,699)



    (20,590)



    (98,492)



    (128,110)

    Deferred revenue

    59,383



    5,124



    (49,415)



    (71,407)

    Other assets

    (432)



    3,306



    7,377



    (1,436)

    Operating lease assets and liabilities, net

    (6,644)



    (4,561)



    (10,191)



    (11,964)

    Net cash provided by operating activities

    318,659



    347,992



    466,422



    270,186

    Cash flows from investing activities:















    Additions of property and equipment

    (39,215)



    (41,269)



    (85,749)



    (80,585)

    Adjustment to proceeds from AMC Divestiture

    —



    (11,686)



    —



    (11,686)

    Proceeds from interest on derivative instruments

    —



    —



    870



    2,519

    Other investing activities

    —



    5,535



    632



    5,892

    Net cash used in investing activities

    (39,215)



    (47,420)



    (84,247)



    (83,860)

    Cash flows from financing activities:















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

    33,119



    8,291



    41,499



    17,740

    Repayment of long-term debt and Revolver

    (8,963)



    (8,963)



    (17,926)



    (17,926)

    Net change in transition services agreement obligation

    —



    26,233



    —



    21,938

    Debt issuance costs

    —



    (1,066)



    —



    (1,066)

    Repurchase of Common Shares

    (49,996)



    (66,003)



    (157,625)



    (153,406)

    Purchase of treasury stock

    —



    (40,023)



    —



    (65,023)

    Payments of dividends to shareholders

    (68,515)



    (68,313)



    (136,735)



    (137,374)

    Net cash used in financing activities

    (94,355)



    (149,844)



    (270,787)



    (335,117)

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

    (803)



    (28,930)



    3,503



    (9,794)

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

    184,286



    121,798



    114,891



    (158,585)

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

    1,088,711



    1,002,410



    1,158,106



    1,282,793

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

    $      1,272,997



    $      1,124,208



    $      1,272,997



    $      1,124,208

     

    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

    $               1,271,374



    $               1,122,192

    Restricted cash (1)

    1,623



    2,016

    Total cash, cash equivalents and restricted cash

    $               1,272,997



    $               1,124,208









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

    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.

    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.

    (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.

    (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 (1)

    (39,215)

    Free cash flows

    $                                                         279,444





    (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 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.

    (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.

    (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 (deduct):





    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 (1)

    (85,749)

    Free cash flows

    $                                                         380,673





    (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

    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.

    (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 %

     

    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 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.

    (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:

     



    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 (1)

    (41,269)

    Free cash flows

    $                                                         306,723





    (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 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.

    (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.

    (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 (deduct):





    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 (1)

    (80,585)

    Free cash flows

    $                                                         189,601





    (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 and six months ended December 31, 2025 and 2024:

     



    Three Months Ended December 31, 2025



    Three Months Ended December 31, 2024

    Currencies

    % of Revenue

    % of Expenses(1)



    % of Revenue

    % of Expenses(1)

    EURO

    26 %

    14 %



    23 %

    13 %

    GBP

    5 %

    6 %



    5 %

    7 %

    CAD

    3 %

    13 %



    3 %

    10 %

    USD

    55 %

    43 %



    58 %

    46 %

    Other

    11 %

    24 %



    11 %

    24 %

    Total

    100 %

    100 %



    100 %

    100 %



























    Six Months Ended December 31, 2025



    Six Months Ended December 31, 2024

    Currencies

    % of Revenue

    % of Expenses(1)



    % of Revenue

    % of Expenses(1)

    EURO

    25 %

    13 %



    23 %

    12 %

    GBP

    5 %

    6 %



    5 %

    7 %

    CAD

    3 %

    13 %



    3 %

    10 %

    USD

    56 %

    45 %



    59 %

    48 %

    Other

    11 %

    23 %



    10 %

    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).

     

    Cision View original content to download multimedia:https://www.prnewswire.com/news-releases/opentext-reports-second-quarter-fiscal-year-2026-financial-results-302680692.html

    SOURCE Open Text Corporation

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