Open Text Corp 2025年度报告

FORM 10-K______________________ ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June30, 2026OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromtoCommission file number: 0-27544______________________________________ OPEN TEXT CORPORATION (Exact name of Registrant as specified in its charter)______________________________________ Canada98-0154400(State or other jurisdiction of incorporation or organization)(IRS Employer Identification No.) 275 Frank Tompa Drive, (Zip code) Registrant’s telephone number, including area code:(519)888-7111Securities registered pursuant to Section12(b) of the Act: Name of each exchange on which registered Securities registered pursuant to Section12(g) of the Act:None(Title of Class)______________________________________ Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☒No☐Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to suchfiling requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company,or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. Large accelerated filer☒Accelerated filer☐Non-accelerated filer☐Smaller reporting company☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included inthe filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ The aggregate market value of the registrant’s Common Shares held by non-affiliates, based on the closing price of the Common Shares asreported by the NASDAQ Global Select Market (“NASDAQ”) on December31, 2025, the end of the registrant’s most recently completed second fiscalquarter, was approximately $8.1 billion. As of July31, 2026, there were 242,126,739 outstanding Common Shares of the registrant. DOCUMENTS INCORPORATED BY REFERENCE None. OPEN TEXT CORPORATION TABLE OF CONTENTS PagePart IItem 1.Business6Item 1A.Risk Factors16Item 1B.Unresolved Staff Comments40Item 1C.Cybersecurity40Item 2.Properties42Item 3.Legal Proceedings42Item 4.Mine Safety Disclosures42Part IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities43Item 6.Reserved47Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations48Item 7A.Quantitative and Qualitative Disclosures about Market Risk92Item 8.Financial Statements and Supplementary Data94Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure94Item 9A.Controls and Procedures94Item 9B.Other Information95Item 9C.DisclosureRegarding Foreign Jurisdictions that Prevent Inspections96Part IIIItem 10.Directors, Executive Officers and Corporate Governance97Item 11.Executive Compensation105Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters141Item 13.Certain Relationshi