Core Insights - OpenText is expanding its collaboration with HPE by joining the HPE Unleash AI partner program to enhance enterprise AI adoption through HPE Private Cloud AI [1][4] - The partnership aims to deliver pre-validated, secure, and scalable AI solutions, enabling organizations to leverage their data for improved decision-making, workflow automation, and customer experience [2][3] Company Collaboration - The collaboration combines OpenText's Aviator AI solutions with HPE's Private Cloud AI, co-developed with NVIDIA, to accelerate the deployment of AI solutions [1][3] - OpenText is recognized as a key player in HPE's Unleash AI program, which focuses on simplifying AI deployment and enhancing data intelligence [3][4] Market Positioning - The global AI market is projected to reach $3.68 trillion by 2034, prompting significant investments from enterprises in AI technologies [4] - HPE and OpenText are positioned to meet the growing demand for AI solutions across various industries, including healthcare, finance, manufacturing, and retail [4] Benefits of Collaboration - Key benefits include faster time-to-market for AI solutions, flexible deployment options, enhanced data intelligence, and stronger security and compliance measures [5]

Core Insights - OpenText's Cybersecurity products and Secure Cloud platform enable managed service providers (MSPs) to achieve up to 6.7x return on investment [1] - The OpenText Partner Ecosystem Multiplier (PEM) Study indicates that MSPs building integrated services on OpenText solutions see significant revenue opportunities beyond initial sales [2][3] - The study emphasizes that the true value is driven by OpenText's product innovation, integrations, and secure cloud delivery model [2] Revenue Opportunities - More than 75% of revenue opportunities for MSPs occur after the initial sale, primarily through managed services and long-term support [3] - MSPs that adopt a services-first strategy and fully utilize OpenText's product bundles and integrations realize the strongest returns [4] Product and Service Innovation - OpenText's Secure Cloud platform and cybersecurity portfolio provide essential support for MSPs to enhance protection and simplify service delivery [5] - The collaboration with Microsoft is highlighted as a means to help partners streamline operations and accelerate recurring revenue growth [5] Market Positioning - OpenText Cybersecurity offers a comprehensive suite of security solutions that help organizations build cyber resilience through a unified platform [7] - The company positions itself as a leader in Cloud and AI, providing a wide range of Business AI, Business Clouds, and Business Technology solutions [8]

Corporate Governance - Jarislowsky Fraser (Bank of Nova Scotia subsidiary) supports Open Text's board decision to remove CEO Mark Barrenechea [1] Leadership Change - Open Text's board ousted long-time CEO Mark Barrenechea [1]

Core Points - OpenText Corporation has appointed James McGourlay as Interim Chief Executive Officer, effective immediately, following the transition of Mark J. Barrenechea from his roles as CEO, Chief Technology Officer, and Vice Chairman of the Board [1][2] - The Board of Directors has established an Executive Committee to support the leadership transition, with P. Thomas Jenkins serving as Executive Chair and Chief Strategy Officer [3] - OpenText will continue to explore portfolio-shaping opportunities to enhance focus on its core Information Management for AI business, aiming to deliver long-term shareholder returns [4][5] Leadership Changes - James McGourlay has been with OpenText for over 25 years, holding various senior roles, and is expected to lead the company during this transition [1][7][8] - Savinay Berry has been appointed as Chief Technology Officer, transitioning from his previous role as Executive Vice President and Chief Product Officer [5][11] - The Board has formed a CEO Search Committee to identify the next CEO, retaining a leading executive search firm for assistance [6] Strategic Focus - The Board believes there is an opportunity to enhance shareholder value by growing revenue in the core Information Management for AI business and redeploying capital from non-core assets [5] - The company is committed to advancing its strategy and innovation in Information Management for AI, with ongoing efforts in its Business Optimization Plan [5][9]

Financial Data and Key Metrics Changes - Total revenues for Q4 were $1,310,000,000, with organic year-over-year growth excluding AMC, IP rights, and DXC [9] - For the full fiscal year 2025, total revenues were $5,170,000,000, down 3% excluding AMC and approximately 1% excluding IP rights and DXC [10] - Adjusted EBITDA for Q4 was $444,000,000, representing a 34% margin, significantly up excluding AMC [9] - Free cash flow for the year was $687,000,000, exceeding the high end of the target range [13] - Adjusted EPS was $3.82, showing strong growth excluding AMC [13] Business Line Data and Key Metrics Changes - Cloud revenue for Q4 was $475,000,000, reflecting a 2% year-over-year growth [9] - Cloud bookings surged to $238,000,000, marking a 32% year-over-year increase [9] - Cybersecurity accounted for 30% of cloud revenues, with content and Business Network also at 30%, while OSM and DevOps made up 10% each [11] - Content, OSM, and DevOps each grew faster than 10% year-over-year, while cybersecurity experienced a negative growth of 4% [11] Market Data and Key Metrics Changes - Total cloud RPO increased by 13%, with current cloud RPO up 8% and long-term RPO up 17% [12] - Cloud renewal rate stood at 96% at the end of Q4 [12] - The company reported a strong annual recurring revenue of approximately 81% in Q4, up 20 basis points year-over-year [47] Company Strategy and Development Direction - The company aims to expand its competitive advantage through Business AI, Business Clouds, and Business Security, with a focus on delivering total revenue growth through compelling solutions [7] - The medium-term business model targets approaching the "Rule of 40," balancing revenue growth with adjusted EBITDA margin [23] - The company plans to grow its annual dividend by 5% and repurchase $300,000,000 of its stock in fiscal year 2026 [20] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in fiscal year 2026, projecting total revenue growth of 1% to 2% and cloud revenue growth of 3% to 4% [19] - The geopolitical environment is seen as a driver for customers to invest in sovereign clouds, which is expected to positively impact bookings growth [56] - Management acknowledged challenges in fiscal year 2025 but emphasized a strong outlook for fiscal year 2026, driven by cloud and AI innovations [15] Other Important Information - The company completed a significant divestiture of its mainframe business and executed a large business optimization program [6] - A new $30,000,000 share repurchase program was announced alongside a return to M&A activities [6] Q&A Session Summary Question: What are you seeing from end demand and customer behavior given uncertainties? - Management noted a strong trend towards sovereign cloud and an increase in customer control over deployments, which is seen as a positive driver for growth [56] Question: How much of the maintenance decline is operational, and can pricing be adjusted? - The decline in maintenance is improving due to performance and growth programs, with a focus on core operating metrics showing positive trends [60] Question: What cloud business units are seeing outsized growth? - All cloud business units are experiencing growth, with content, OSM, and DevOps growing faster than 10% year-over-year, while cybersecurity is expected to return to growth [72][73] Question: How much of the fiscal year 2026 growth is visible in RPO? - Current cloud RPO is approximately 60% of revenues, providing strong visibility for the projected growth [76] Question: What conditions would lead to M&A activities? - The company is interested in acquisitions that align strategically and financially, with a focus on cloud and high-growth areas [78] Question: Where is the company investing the most currently? - The company is focusing investments in content, security, and OSM, with an aim to return Business Network to growth [83]

Financial Performance - Total revenues for F'25 were $517 billion, a 104% decrease compared to F'24[58] - Cloud services and subscriptions revenue for F'25 reached $186 billion, a 20% increase year-over-year[88] - Customer support revenue for F'25 was $233 billion, representing a 140% decrease compared to F'24[88] - The A-EBITDA margin for F'25 was 345%[23] - The FCF margin for F'25 was 13%[23] - The company repurchased approximately 5% of shares in F'25[23] Strategic Focus - The company expects to return to total revenue organic growth in F'26[21] - The company is targeting $1 billion in savings over 10 years through AI and Business Optimization[21] Market Position - The company is number 1 in Content Management[10] - The company estimates a Total Addressable Market (TAM) of over $250 billion[18]

Part I [Business Overview](index=7&type=section&id=Item%201.%20Business) OpenText is a leader in Information Management, providing software and services for data lifecycle management, with a strategy focused on AI, cloud, security, organic growth, and strategic acquisitions like Micro Focus - OpenText positions itself as an Information Management company, offering software and services to manage, secure, and extract value from data across various cloud and API deployments[19](index=19&type=chunk)[20](index=20&type=chunk)[21](index=21&type=chunk) - OpenText completed the acquisition of Micro Focus for **$6.2 billion** on January 31, 2023, and later divested its Application Modernization and Connectivity (AMC) business for **$2.275 billion** on May 1, 2024, using proceeds for **$2.0 billion** debt reduction[25](index=25&type=chunk)[26](index=26&type=chunk) Fiscal 2025 Revenue Breakdown by Business Cloud | Business Cloud | Percentage of Total Revenue | | :--- | :--- | | Content Cloud | 40% | | Cybersecurity Cloud | 25% | | Business Network Cloud | 10% | | DevOps Cloud | 10% | | Observability and Service Management Cloud | 10% | | Analytics Cloud | 5% | - The company's three strategic priorities are expanding competitive advantage through AI, cloud, and security; achieving total revenue growth via organic initiatives and acquisitions; and driving operational excellence for margin and cash flow growth[59](index=59&type=chunk)[65](index=65&type=chunk)[72](index=72&type=chunk) Human Capital Overview as of June 30, 2025 | Metric | Value | | :--- | :--- | | **Total Employees** | **~21,400** | | **Geographic Distribution** | | | Americas | 33% (~7,100) | | EMEA | 22% (~4,700) | | Asia Pacific | 45% (~9,600) | | **Functional Distribution** | | | Sales and Marketing | ~4,000 | | Product Development | ~7,400 | | Cloud Services | ~3,700 | | Professional Services | ~1,800 | | Customer Support | ~1,700 | | General and Administrative | ~2,800 | [Risk Factors](index=22&type=section&id=Item%201A.%20Risk%20Factors) The company faces diverse risks including technological development, market acceptance, intellectual property protection, intense competition, acquisition integration, evolving data privacy laws, tax disputes, and significant indebtedness - Business and industry risks include failure to develop advanced products, potential product defects, cybersecurity threats, reliance on strategic partners, and intense competition from major players like IBM, Oracle, and Microsoft[133](index=133&type=chunk)[142](index=142&type=chunk)[145](index=145&type=chunk) - Acquisition and divestiture risks include integration difficulties, failure to realize anticipated benefits, loss of key personnel, and inheriting weaker internal controls from acquired entities[178](index=178&type=chunk)[180](index=180&type=chunk)[183](index=183&type=chunk) - The company is appealing Canada Revenue Agency (CRA) reassessments for Fiscal 2012-2020, with an adverse outcome potentially leading to a non-cash income tax expense of up to approximately **$470 million** for Fiscal 2017-2020[194](index=194&type=chunk)[199](index=199&type=chunk) - The company faces risks from evolving global data privacy laws, including GDPR and CCPA, where non-compliance could result in significant fines, liabilities, and reputational damage[202](index=202&type=chunk)[204](index=204&type=chunk)[205](index=205&type=chunk) - As of June 30, 2025, the company had **$6.5 billion** of total indebtedness, which could limit operational flexibility, increase debt service obligations, and restrict new opportunities or acquisitions[220](index=220&type=chunk) [Unresolved Staff Comments](index=47&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the SEC - None[237](index=237&type=chunk) [Cybersecurity](index=47&type=section&id=Item%201C.%20Cybersecurity) OpenText's cybersecurity risk management program, aligned with NIST and ISO/IEC 27001, is overseen by the Board and CISO, with no material incidents identified in Fiscal 2025 - The cybersecurity risk management program aligns with NIST Cybersecurity Framework 2.0 and ISO/IEC 27001, covering threat identification, monitoring, evaluation, and response[238](index=238&type=chunk) - Cybersecurity governance is managed by the Board and Audit Committee, with the Chief Information Security Officer (CISO) leading day-to-day risk management activities and reporting to the Chief Digital Officer (CDO)[242](index=242&type=chunk) - In Fiscal 2025, no cybersecurity threats or incidents were identified that materially affected the company's business strategy, results of operations, or financial condition[241](index=241&type=chunk) [Properties](index=48&type=section&id=Item%202.%20Properties) OpenText's global operations utilize approximately **0.4 million** square feet of owned facilities, including its headquarters, and **3.3 million** square feet of leased properties across various regions Owned and Leased Facilities (Square Feet) | Type | Square Footage | | :--- | :--- | | **Owned** | **~0.4 million** | | Headquarters (Waterloo, ON) | ~232,000 | | Other (U.S., UK, South Africa) | ~170,000 | | **Leased** | **~3.3 million** | | Americas | ~1.1 million | | EMEA | ~0.7 million | | Asia Pacific | ~1.5 million | [Legal Proceedings](index=49&type=section&id=Item%203.%20Legal%20Proceedings) The company is subject to various legal claims in the normal course of business, which are not expected to materially adversely affect its consolidated results or financial condition - OpenText is subject to various legal claims in the normal course of business, with the company believing their final outcome will not materially adversely affect its financial condition or results of operations[249](index=249&type=chunk) [Mine Safety Disclosures](index=49&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[251](index=251&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=50&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity,%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) OpenText common shares trade on NASDAQ and TSX, with the company maintaining a quarterly dividend and an active share repurchase program, though its stock underperformed key indices over the past five years - The company has an active share repurchase program, repurchasing and cancelling **14,524,664** Common Shares for **$418.3 million** during Fiscal 2025[260](index=260&type=chunk) Share Repurchases in Q4 Fiscal 2025 | Period | Total Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | April 1-30, 2025 | 1,091,300 | $25.40 | | May 1-31, 2025 | 2,551,415 | $27.50 | | June 1-30, 2025 | 1,669,131 | $28.40 | | **Total Q4** | **5,311,846** | **$27.35** | Five-Year Cumulative Total Shareholder Return (Value of $100 Invested on June 30, 2020) | Index | June 30, 2020 | June 30, 2025 | | :--- | :--- | :--- | | Open Text Corporation | $100.00 | $78.19 | | S&P North American Technology-Software Index | $100.00 | $210.31 | | NASDAQ Composite Index | $100.00 | $201.62 | | S&P/TSX Composite Index | $100.00 | $199.73 | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=56&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) OpenText's Fiscal 2025 financial performance was impacted by the Micro Focus integration and AMC divestiture, resulting in a **10.4%** total revenue decrease to **$5.17 billion** but **2.0%** cloud revenue growth, with a Business Optimization Plan targeting **$490-$550 million** in annualized savings by Fiscal 2027 Fiscal 2025 Financial Summary (vs. Fiscal 2024) | Metric | Fiscal 2025 | Fiscal 2024 | Change | | :--- | :--- | :--- | :--- | | Total Revenue | $5,168.4M | $5,769.6M | -10.4% | | Annual Recurring Revenue | $4,190.5M | $4,533.8M | -7.6% | | Cloud Services & Subscriptions Revenue | $1,856.5M | $1,820.5M | +2.0% | | GAAP Net Income | $435.9M | $465.1M | -6.3% | | Non-GAAP Net Income | $1,007.8M | $1,137.3M | -11.4% | | GAAP Diluted EPS | $1.65 | $1.71 | -3.5% | | Non-GAAP Diluted EPS | $3.82 | $4.17 | -8.4% | | Adjusted EBITDA | $1,784.5M | $1,970.2M | -9.4% | | Operating Cash Flow | $830.6M | $967.7M | -14.2% | - The divestiture of the AMC business on May 1, 2024, significantly impacts year-over-year comparisons, as it contributed **$439.9 million** in revenue in Fiscal 2024[372](index=372&type=chunk)[373](index=373&type=chunk)[374](index=374&type=chunk) Fiscal 2026 Financial Outlook | Metric | Fiscal 2026 Growth Target | | :--- | :--- | | Total Revenues | 1% to 2% | | Total Cloud Services and Subscriptions Revenues | 3% to 4% | | Adjusted EBITDA Margin | 50 bps to 100 bps increase | | Free Cash Flows | 17% to 20% of revenue | | Enterprise Cloud Bookings | 12% to 16% | - The company is implementing a Business Optimization Plan, costing up to **$260.0 million**, to generate annualized savings of approximately **$490.0 million to $550.0 million**, with substantial completion by Q2 Fiscal 2027[317](index=317&type=chunk)[318](index=318&type=chunk) - As of June 30, 2025, the company held cash and cash equivalents of **$1.16 billion** and total long-term debt of **$6.34 billion**, resulting in a consolidated net leverage ratio of **3.25:1.00**[428](index=428&type=chunk)[998](index=998&type=chunk)[1016](index=1016&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=93&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) OpenText's primary market risks are interest rate fluctuations on its **$2.2 billion** variable-rate debt, where a **100-basis-point** increase would raise annual interest by **$21.9 million**, and foreign currency exchange rate exposures, which are partially hedged with derivatives - The company's primary interest rate exposure is its **$2.2 billion** Acquisition Term Loan with a floating rate, where a **100 basis point** increase would raise annual interest payments by about **$21.9 million**[546](index=546&type=chunk)[548](index=548&type=chunk) - OpenText faces foreign currency risk from international operations, using foreign currency forward contracts to hedge Canadian dollar payroll and cross-currency swaps to mitigate EUR-denominated risks[549](index=549&type=chunk)[551](index=551&type=chunk)[1113](index=1113&type=chunk) Cash and Cash Equivalents in Major Foreign Currencies (USD Equivalent) | Currency | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Euro | $266.7M | $168.2M | | British Pound | $153.3M | $57.3M | | Indian Rupee | $104.6M | $74.0M | | Swiss Franc | $38.6M | $52.1M | | **Total in Foreign Currencies** | **$720.5M** | **$521.7M** | [Financial Statements and Supplementary Data](index=95&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) The company's Consolidated Financial Statements and Supplementary Data are submitted as a separate section of this Annual Report on Form 10-K, as detailed in Part IV, Item 15 - The response to this item is submitted as a separate section of this Annual Report on Form 10-K, as referenced in Part IV, Item 15[556](index=556&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=95&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None[557](index=557&type=chunk) [Controls and Procedures](index=95&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and internal control over financial reporting (ICFR) were effective as of June 30, 2025, with KPMG LLP issuing an unqualified opinion on ICFR effectiveness and no material changes identified in Q4 Fiscal 2025 - Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of June 30, 2025[558](index=558&type=chunk) - Based on a COSO framework assessment, management concluded the company's internal control over financial reporting (ICFR) was effective as of June 30, 2025, with KPMG LLP issuing an unqualified opinion[560](index=560&type=chunk)[561](index=561&type=chunk) - No material changes to internal control over financial reporting occurred during the quarter ended June 30, 2025[565](index=565&type=chunk) [Other Information](index=96&type=section&id=Item%209B.%20Other%20Information) No officers or directors adopted or terminated any Rule 10b5-1 trading plans or other trading arrangements during the three months ended June 30, 2025 - No officers or directors adopted or terminated any Rule 10b5-1 trading plans or other trading arrangements during the fourth quarter of Fiscal 2025[566](index=566&type=chunk) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=96&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable to the company - Not Applicable[567](index=567&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=97&type=section&id=Item%2010.%20Directors,%20Executive%20Officers%20and%20Corporate%20Governance) This section details the company's directors and executive officers, Audit Committee composition, Code of Business Conduct, and board diversity, noting **33%** female representation and no set term limits for directors - The report lists the directors and executive officers as of August 1, 2025, including their ages, positions, and biographical information[569](index=569&type=chunk)[572](index=572&type=chunk) - The Audit Committee comprises four independent directors, with Randy Fowlie designated as the "audit committee financial expert"[600](index=600&type=chunk)[601](index=601&type=chunk) - As of the filing date, the Board includes **four women (33%)**, one director with disabilities, and one visible minority, with no specific diversity targets or director term limits set[605](index=605&type=chunk)[606](index=606&type=chunk) [Executive Compensation](index=106&type=section&id=Item%2011.%20Executive%20Compensation) Following shareholder feedback, the company implemented significant changes to its Fiscal 2026 executive compensation program, including a new consultant, revised peer group, elimination of NEO stock options, PSU payout caps, and reduced CEO target compensation, with over **80%** of NEO pay now at risk - Following the 2024 Say-on-Pay vote, the company engaged with shareholders representing **40%** of outstanding shares and appointed Meridian Compensation Partners as a new independent consultant[617](index=617&type=chunk)[619](index=619&type=chunk) - For Fiscal 2026, significant compensation program changes include updating the peer group, eliminating stock options from annual LTIPs for NEOs, capping PSU payouts at **100%** if absolute TSR is negative, and reducing the CEO's target total compensation by **$500,000**[622](index=622&type=chunk) Fiscal 2025 Short-Term Incentive (STI) Performance and Payout | Metric | Target (in millions) | Actual (in millions) | Achievement % | Payout % | | :--- | :--- | :--- | :--- | :--- | | Worldwide Revenues | $5,381 | $5,150 | 96% | 85% | | Adjusted Operating Income (AOI) | $1,645 | $1,636 | 99% | 95% | - The CEO's realizable pay over the last three fiscal years was **63% lower** than the grant date fair value, demonstrating alignment with share price performance[660](index=660&type=chunk) - The company maintains Share Ownership Guidelines requiring the CEO to hold **6x base salary** and other senior management to hold **2x base salary** in company equity[770](index=770&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=143&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) This section details OpenText's beneficial ownership as of June 30, 2025, with Jarislowsky, Fraser Ltd. holding **8.10%** and directors and executive officers collectively owning **3.63%** of outstanding shares, alongside a summary of equity compensation plan authorizations - As of June 30, 2025, Jarislowsky, Fraser Ltd. is the only known beneficial owner of more than **5%** of the company's common shares, holding **20,626,538** shares, representing an **8.10%** stake[793](index=793&type=chunk) - All executive officers and directors as a group beneficially own **9,406,723** common shares, representing **3.63%** of the outstanding shares as of June 30, 2025[793](index=793&type=chunk) Securities Authorized for Issuance under Equity Compensation Plans (as of June 30, 2025) | Plan Category | Securities to be Issued Upon Exercise | Weighted Average Exercise Price | Securities Remaining for Future Issuance | | :--- | :--- | :--- | :--- | | **Equity plans approved by security holders** | 12,306,554 | $36.73 | 4,780,548 | | **Equity plans not approved by security holders** | 6,788,809 | N/A | N/A | | **Total** | **19,095,363** | | **4,780,548** | [Certain Relationships and Related Transactions, and Director Independence](index=145&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions,%20and%20Director%20Independence) The company has a policy for approving related party transactions, with all directors deemed independent except the CEO and Stephen J. Sadler, who received **CAD $9 thousand** in consulting fees and whose company, Enghouse Systems Limited, received **$1.6 million** from OpenText in Fiscal 2025 - The Board has determined all directors are independent under NASDAQ rules, with the exceptions of CEO Mark J. Barrenechea and director Stephen J. Sadler[797](index=797&type=chunk) - Director Stephen J. Sadler received **CAD $9 thousand** (approximately **$7 thousand USD**) in consulting fees for acquisition-related services in Fiscal 2025 and abstained from voting on related transactions[798](index=798&type=chunk)[799](index=799&type=chunk) - OpenText paid **$1.6 million** in Fiscal 2025 to Enghouse Systems Limited, where Mr. Sadler is Chairman and CEO, for software licenses purchased in the normal course of business[799](index=799&type=chunk) [Principal Accountant Fees and Services](index=146&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) The Audit Committee pre-approves all services from KPMG LLP, with total fees decreasing to **$13.8 million** in Fiscal 2025 from **$17.2 million** in Fiscal 2024, primarily due to lower audit-related fees after the AMC divestiture Principal Accountant Fees (in thousands) | Fee Category | Fiscal 2025 | Fiscal 2024 | | :--- | :--- | :--- | | Audit fees | $13,703 | $14,874 | | Audit-related fees | $123 | $2,362 | | Tax fees | $0 | $0 | | All other fees | $0 | $0 | | **Total** | **$13,826** | **$17,236** | - The Audit Committee has an established policy for pre-approving all audit and permissible non-audit services provided by the independent auditor, with no services provided under the de minimis waiver in Fiscal 2025 or 2024[800](index=800&type=chunk)[803](index=803&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=147&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists the financial statements, schedules, and exhibits filed as part of the Form 10-K report, including consolidated financial statements, auditor reports, and various corporate documents - This item contains the index to the Consolidated Financial Statements and the list of all exhibits filed with or incorporated by reference into the Form 10-K[808](index=808&type=chunk)[810](index=810&type=chunk) [Form 10-K Summary](index=215&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company has opted not to provide a summary of the Form 10-K - None[1172](index=1172&type=chunk) Financial Statements and Notes [Report of Independent Registered Public Accounting Firm](index=151&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) KPMG LLP issued unqualified opinions on OpenText's consolidated financial statements and internal control over financial reporting as of June 30, 2025, with critical audit matters including standalone selling prices and uncertain tax positions - KPMG LLP issued an unqualified opinion, stating the consolidated financial statements are fairly presented in conformity with U.S. GAAP[816](index=816&type=chunk) - KPMG LLP issued an unqualified opinion on the effectiveness of the company's internal control over financial reporting as of June 30, 2025[817](index=817&type=chunk)[830](index=830&type=chunk) - Critical Audit Matters included the evaluation of standalone selling prices (SSP) for revenue recognition in software license contracts and the assessment of uncertain tax positions[820](index=820&type=chunk)[821](index=821&type=chunk)[825](index=825&type=chunk) [Consolidated Financial Statements](index=154&type=section&id=Consolidated%20Financial%20Statements) The consolidated financial statements show OpenText's total assets at **$13.77 billion** and liabilities at **$9.84 billion** as of June 30, 2025, with Fiscal 2025 total revenues of **$5.17 billion** and net income of **$435.9 million** Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | **Total Assets** | **$13,774,064** | **$14,205,707** | | Cash and cash equivalents | $1,156,496 | $1,280,662 | | Goodwill | $7,517,463 | $7,488,367 | | **Total Liabilities** | **$9,843,476** | **$10,006,026** | | Long-term debt | $6,342,071 | $6,356,943 | | **Total Shareholders' Equity** | **$3,930,588** | **$4,199,681** | Consolidated Income Statement Highlights (in thousands) | Account | FY 2025 | FY 2024 | FY 2023 | | :--- | :--- | :--- | :--- | | Total Revenues | $5,168,405 | $5,769,577 | $4,484,980 | | Gross Profit | $3,734,287 | $4,191,028 | $3,168,393 | | Income from Operations | $892,689 | $887,085 | $516,292 | | Net Income Attributable to OpenText | $435,868 | $465,090 | $150,379 | Consolidated Cash Flow Highlights (in thousands) | Account | FY 2025 | FY 2024 | FY 2023 | | :--- | :--- | :--- | :--- | | Net cash provided by operating activities | $830,618 | $967,691 | $779,205 | | Net cash provided by (used in) investing activities | ($153,508) | $2,055,317 | ($5,651,420) | | Net cash provided by (used in) financing activities | ($834,679) | ($2,961,904) | $4,403,053 | [Notes to Consolidated Financial Statements](index=161&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes provide detailed explanations of accounting policies and figures, covering revenue recognition, business combinations, goodwill, long-term debt, pension obligations, income tax matters including CRA disputes, and derivative instruments - The company's critical accounting policies involve significant estimates and judgments related to revenue recognition, goodwill, acquired intangibles, and income taxes[321](index=321&type=chunk)[863](index=863&type=chunk) - As of June 30, 2025, the company has remaining performance obligations (RPO) of **$4.3 billion**, with **60%** expected to be recognized as revenue over the next 12 months[965](index=965&type=chunk)[968](index=968&type=chunk) - As of June 30, 2025, total long-term debt principal outstanding was **$6.49 billion**, comprising various senior notes and a **$2.19 billion** Acquisition Term Loan[998](index=998&type=chunk) - The company has total unfunded pension plan obligations of **$136.9 million** as of June 30, 2025, primarily from plans assumed in the Micro Focus acquisition[499](index=499&type=chunk)[1026](index=1026&type=chunk) - The company is contesting Canada Revenue Agency (CRA) reassessments for fiscal years 2012-2020, with potential liabilities of **$86 million** for FY2012-2016 and up to **$470 million** in non-cash income tax expense for FY2017-2020 if adverse[1072](index=1072&type=chunk)[1078](index=1078&type=chunk)

Core Insights - OpenText reported a total revenue of $5.168 billion for Fiscal 2025, reflecting a year-over-year decline of 10.4% [6][29] - The cloud revenue reached $1.856 billion, showing a modest growth of 2.0% year-over-year, while annual recurring revenues (ARR) decreased by 7.6% to $4.191 billion [6][29] - The company achieved a record capital return of $683 million to shareholders, including $272 million in dividends and $411 million in share repurchases [6][10] Financial Performance - For Q4 FY'25, total revenues were $1.311 billion, down 3.8% year-over-year, with cloud revenues at $475 million, up 2.1% [3][6] - GAAP net income for the year was $436 million, a decrease of 6.3% year-over-year, with an adjusted EBITDA margin of 34.5% [6][31] - The diluted earnings per share (EPS) for FY'25 was $1.65, down 3.5% from the previous year, while non-GAAP EPS was $3.82, down 8.4% [6][31] Strategic Initiatives - OpenText's cloud bookings grew by 32% in Q4, driven by demand for the AI-driven Titanium X platform [6][29] - The company plans to focus on growth opportunities in AI, Cloud, and Security, projecting a 3% to 4% growth in cloud revenue for Fiscal 2026 [6][29] - A 5% increase in the quarterly dividend to $0.2750 per share was announced, reflecting the company's commitment to returning value to shareholders [10][11] Share Repurchase Program - OpenText renewed its share repurchase plan, intending to buy back up to $300 million of its common shares over the next 12 months [11][12] - The previous repurchase plan resulted in the cancellation of 15.3 million shares at an average price of $28.35 per share [11][18] Customer and Market Engagement - Key customer wins in the quarter included major companies such as Bayer and Delta Galil, highlighting OpenText's expanding market presence [26] - The company showcased its cybersecurity innovations at the RSA Conference 2025, emphasizing its commitment to cyber resilience [26]

WATERLOO, ON, July 30, 2025 /PRNewswire/ -- OpenText™ (NASDAQ:OTEX), (TSX:OTEX) will join global cybersecurity leaders at Black Hat USA 2025 to showcase how organizations can protect identities, detect advanced threats, and respond with greater speed and precision. WHERE: With threats growing in complexity, OpenText Cybersecurity will showcase how its AI-powered, end-to-end security portfolio helps enterprise customers reduce risk, streamline operations, and build long-term cyber resilience. OpenText helps ...

With OpenText, customers benefit from: A Trusted Partner for Digital Transformation WATERLOO, ON, July 29, 2025 /PRNewswire/ -- OpenText™ (NASDAQ: OTEX), a global leader in information management, today announced significant enhancements to its Private Cloud offerings, designed to meet the growing demand for data sovereignty, regulatory compliance, and localized control in an increasingly complex digital economy. Global organizations need control of their applications, data and processing and need to elimin ...