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OpenText Reports First Quarter Fiscal Year 2027 Financial Results

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Core Revenues growth of 2% Y/Y, and Core Cloud Revenues growth of 11% Y/Y

Delivers Net Income Margin of 13%, Robust Adjusted EBITDA Margin of 35.8%

Fiscal 2027 First Quarter Highlights (in millions)(1)

Total
Revenues

Cloud
Revenues

Profitability

EPS

Cash Flows

Net Income

A-EBITDA

GAAP

Non-GAAP

Operating

Free Cash
Flow

$1,237

$505

$155

$442

$0.64

$1.05

$172

$139

-4.0% Y/Y

+4.3% Y/Y

12.6% margin

35.8% margin

+10.3% Y/Y

–% Y/Y

+16.6% Y/Y

+36.8% Y/Y

WATERLOO, ON, Nov. 5, 2026 /CNW/ — Open Text Corporation (NASDAQ: OTEX), (TSX: OTEX), today announced its financial results for the first quarter ended September 30, 2026.

“Our first quarter reflects the strength of our core portfolio and the value we deliver for clients,” said Ayman Antoun, OpenText CEO. “As clients move to AI, they need trusted context and connected data for outcomes they can rely on. With Aviator AI agents infused across our core portfolio and a go-to-market model built around our clients’ success, we are supporting them at every step of their AI journey.”

Ayman Antoun, OpenText Chief Executive Officer

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

Steve Rai, OpenText Executive Vice President, Chief Financial Officer

First Quarter Financial Highlights Y/Y

Total revenues: $1.237 billion, -4.0% Y/Y, -1.7% Y/Y in constant currency excluding divestituresCore Revenues(2): $864 million, +2.4% Y/Y, +2.7% Y/Y in constant currencyCore Cloud Revenues(2): $339 million, +11.2% Y/Y, +11.7% Y/Y in constant currencyAnnual recurring revenues (ARR): $1.040 billionCloud revenues: $505 million, +4.3% Y/Y, 23 consecutive quarters of cloud organic growthCash flows: Operating $172 million and free cash flow(3) $139 millionNet income: GAAP $155 million, +5.9% Y/Y, Non-GAAP(3) $254 million, -4.5% Y/YAdjusted EBITDA(3) of $442 million, margin of 35.8%Diluted earnings per share (EPS): GAAP $0.64, Non-GAAP(3) $1.05Repurchased $23 million of common shares for cancellation

(1)

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

(2)

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

(3)

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

Financial Highlights for Q1 Fiscal 2027 with Year Over Year Comparisons

Summary of Quarterly Results

(In millions, except per share data)

Q1 FY’27

Q1 FY’26

$
Change 

% Change 

Q1 FY’27
in CC*

% Change
in CC*

Revenues:

Cloud services and subscriptions

$      505

$      485

$      21

4.3 %

$      506

4.3 %

Client support

534

587

(53)

(9.0) %

535

(8.8) %

Total annual recurring revenues**

$   1,040

$   1,071

$     (32)

(3.0) %

$   1,041

(2.9) %

License

124

135

(11)

(8.0) %

124

(7.7) %

Professional service and other

73

82

(9)

(11.0) %

73

(10.8) %

Total revenues

$   1,237

$   1,288

$     (52)

(4.0) %

$   1,238

(3.9) %

GAAP-based operating income

$      251

$      270

$     (19)

(7.1) %

N/A   

N/A

Non-GAAP-based operating income (1)

$      403

$      432

$     (29)

(6.7) %

$      395

(8.4) %

GAAP-based net income attributable to OpenText

$      155

$      147

$        9

5.9 %

N/A   

N/A

GAAP-based EPS, diluted

$     0.64

$     0.58

$    0.06

10.3 %

N/A   

N/A

Non-GAAP-based EPS, diluted (1)

$     1.05

$     1.05

$       —

— %

$     1.03

(1.9) %

Adjusted EBITDA (1)

$      442

$      467

$     (25)

(5.3) %

$      435

(6.9) %

Operating cash flows

$      172

$      148

$      25

16.6 %

N/A   

N/A

Free cash flow (1)

$      139

$      101

$      37

36.8 %

N/A   

N/A

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

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

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

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

Dividend

As part of the quarterly, non-cumulative cash dividend program, the Board declared on November 3, 2026, a cash dividend of $0.280 per common share. The record date for this dividend is December 4, 2026 and the payment date is December 18, 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

In October, OpenText completed a $1.0 billion senior secured notes offering, with proceeds used to retire its outstanding 2027 notes. OpenText further reduced its debt by $300 million as part of a successfully completed tender offer of a portion of its outstanding 2028 notes. Including debt repaid in October 2026, the Company has reduced debt by approximately $949 million over the past twelve months. Our net leverage ratio is 2.55x as of September 30, 2026.OpenText, Cohere partnered to combine trusted data with agentic AIOpenText had a number of key client wins in the quarter representing a diverse set of industries across the globe.Key wins in the Americas included: Workplace Safety & Insurance Board (WSIB)Key wins in EMEA and the rest of the world included: Commerz Real AG, Gruppo CAP, Insurance Australia Group (IAG), and Sumitomo Electric Wiring Systems Inc.

Summary of Quarterly Results

Q1 FY’27

Q4 FY’26

Q1 FY’26

% Change 

(Q1 FY’27 vs
Q4 FY’26)

% Change

(Q1 FY’27 vs
Q1 FY’26)

Revenues (millions)

$  1,236.6

$  1,349.0

$  1,288.1

(8.3) %

(4.0) %

GAAP-based gross margin

73.2 %

75.0 %

72.8 %

(180)

bps

40

bps

Non-GAAP-based gross margin (1)

76.9 %

78.3 %

76.5 %

(140)

bps

40

bps

GAAP-based EPS, diluted

$       0.64

$       0.64

$       0.58

— %

10.3 %

Non-GAAP-based EPS, diluted (1)

$       1.05

$       1.23

$       1.05

(14.6) %

— %

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

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, November 5, 2026 at 8:00 a.m. ET (5:00 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.

Save the Date for OpenText Investor Day: February 10, 2027

OpenText intends to host an Investor Day on Wednesday February 10, 2027 in Toronto, Canada. The event will also be available by audio webcast for investors who wish to attend virtually. At the Investor Day, OpenText CEO Ayman Antoun and members of the Executive Leadership Team will discuss the outcome of the previously announced Enterprise Assessment. This includes a discussion of the Company’s strategic priorities, growth initiatives, and financial framework.

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 data management for enterprise 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 enterprise 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: focus of Fiscal 2027, including expanding sales capacity, deepening reach through ecosystem partners, and increasing organic investment in our core portfolio; growth in our core business; timing for enterprise assessment and results therefrom; expected future performance, including competitive position of and innovation to certain products, cash generation therefrom and ability to build long-term shareholder value; client benefits from products; executing the Company’s capital allocation strategy, including debt reduction, dividends, share repurchases and targeted organic investment ; execution of Business Optimization Plan and other savings initiatives, including timing, costs, savings, associated benefits thereof and potential adjustments of amounts thereto; projected quarterly and annual outlook and estimates; portfolio shaping opportunities and divestiture of non-core assets, including 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; innovation road map; estimated annualized dividend; expected size and timing of the share repurchase program, including execution thereof; future tax rates; renewal rates; potential investments and associated job creation; internal automation and AI leverage, including our AI strategy, vision and growth; Aviator’s impact on deal volume and sizes; 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)

September 30, 2026

June 30, 2026

ASSETS

(unaudited)

Cash and cash equivalents

$           983,292

$           956,024

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

663,434

751,046

Contract assets

72,647

77,447

Income taxes recoverable

86,965

97,715

Prepaid expenses and other current assets

208,931

235,641

Total current assets

2,015,269

2,117,873

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

524,125

522,197

Operating lease right of use assets

137,690

134,377

Long-term contract assets

62,679

59,872

Goodwill

7,326,605

7,327,376

Acquired intangible assets

1,376,131

1,475,018

Deferred tax assets

1,054,861

1,077,003

Other assets

317,230

301,328

Long-term income taxes recoverable

109,174

91,460

Total assets

$      12,923,764

$      13,106,504

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:

Accounts payable and accrued liabilities

$           863,107

$           969,079

Current portion of long-term debt

35,850

35,850

Operating lease liabilities

64,822

63,612

Deferred revenues

1,378,557

1,483,234

Income taxes payable

32,515

71,550

Total current liabilities

2,374,851

2,623,325

Long-term liabilities:

Accrued liabilities

127,239

128,915

Pension liability, net

98,914

100,473

Long-term debt

5,730,527

5,734,519

Long-term operating lease liabilities

137,939

138,425

Long-term deferred revenues

151,137

159,912

Long-term income taxes payable

59,905

65,255

Deferred tax liabilities

132,312

139,614

Total long-term liabilities

6,437,973

6,467,113

Shareholders’ equity:

Share capital and additional paid-in capital

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

2,170,790

2,160,481

Accumulated other comprehensive income (loss)

(37,503)

(38,567)

Retained earnings

2,089,829

2,016,086

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

(114,191)

(123,896)

Total OpenText shareholders’ equity

4,108,925

4,014,104

Non-controlling interests

2,015

1,962

Total shareholders’ equity

4,110,940

4,016,066

Total liabilities and shareholders’ equity

$      12,923,764

$      13,106,504

 

OPEN TEXT CORPORATION

 CONDENSED CONSOLIDATED STATEMENTS OF INCOME

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

(unaudited)

Three Months Ended September 30,

2026

2025

Revenues:

Cloud services and subscriptions

$           505,469

$           484,509

Client support

534,111

586,845

License

123,847

134,548

Professional service and other

73,207

82,233

Total revenues

1,236,634

1,288,135

Cost of revenues:

Cloud services and subscriptions

178,453

172,217

Client support

47,836

64,064

License

4,275

7,096

Professional service and other

57,732

63,038

Amortization of acquired technology-based intangible assets

42,810

44,204

Total cost of revenues

331,106

350,619

Gross profit

905,528

937,516

Operating expenses:

Research and development

142,147

169,128

Sales and marketing

277,587

257,055

General and administrative

105,813

105,763

Depreciation

39,802

35,921

Amortization of acquired client-based intangible assets

56,078

79,561

Special charges (recoveries)

33,290

20,139

Total operating expenses

654,717

667,567

Income from operations

250,811

269,949

Other income (expense), net

16,110

(2,976)

Interest and other related expense, net

(67,938)

(81,114)

Income before income taxes

198,983

185,859

Provision for income taxes

43,683

39,199

Net income for the period

$           155,300

$           146,660

Net (income) attributable to non-controlling interests

(53)

(44)

Net income attributable to OpenText

$           155,247

$           146,616

Earnings per share–basic attributable to OpenText

$                 0.64

$                 0.58

Earnings per share–diluted attributable to OpenText

$                 0.64

$                 0.58

Weighted average number of Common Shares outstanding–basic (in ‘000’s)

242,012

253,645

Weighted average number of Common Shares outstanding–diluted (in ‘000’s)

242,087

253,772

 

OPEN TEXT CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME 

(In thousands of U.S. dollars)

(unaudited)

Three Months Ended September 30,

2026

2025

Net income for the period

$           155,300

$           146,660

Other comprehensive income (loss)–net of tax:

Net foreign currency translation adjustments

1,615

22,177

Unrealized gain (loss) on cash flow hedges:

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

(330)

(1,675)

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

590

(112)

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

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

(277)

161

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

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

(534)

5

Total other comprehensive income net

1,064

20,556

Total comprehensive income

156,364

167,216

Comprehensive income attributable to non-controlling interests

(53)

(44)

Total comprehensive income attributable to OpenText

$           156,311

$           167,172

______________________________

(1)

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

(2)

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

(3)

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

(4)

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

 

OPEN TEXT CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

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

(unaudited)

Three Months Ended September 30, 2026

Common Shares and
Additional Paid in
Capital

Treasury Stock

Retained

Earnings

Accumulated  Other

Comprehensive

Income

Non-
Controlling
Interests

Total

Shares

Amount

Shares

Amount

Balance as of June 30, 2026

242,126

$ 2,160,481

(4,751)

$(123,896)

$ 2,016,086

$          (38,567)

$      1,962

$ 4,016,066

Issuance of Common Shares

Under employee stock purchase plans

371

6,956

—

—

—

—

—

6,956

Share-based compensation

—

19,694

—

—

—

—

—

19,694

Issuance of treasury stock

—

(9,218)

326

9,705

—

—

—

487

Repurchase of Common Shares

(981)

(7,123)

—

—

(13,588)

—

—

(20,711)

Dividends declared

($0.28 per Common Share)

—

—

—

—

(67,916)

—

—

(67,916)

Other comprehensive income (loss) – net

—

—

—

—

—

1,064

—

1,064

Net income for the period

—

—

—

—

155,247

—

53

155,300

Balance as of September 30, 2026

241,516

$ 2,170,790

(4,425)

$(114,191)

$ 2,089,829

$          (37,503)

$      2,015

$ 4,110,940

Three Months Ended September 30, 2025

Common Shares and
Additional Paid in
Capital

Treasury Stock

Retained

Earnings

Accumulated  Other

Comprehensive

Income

Non-
Controlling
Interests

Total

Shares

Amount

Shares

Amount

Balance as of June 30, 2025

254,784

$ 2,193,985

(4,648)

$(138,164)

$ 1,940,113

$          (67,067)

$      1,721

$ 3,930,588

Issuance of Common Shares

Under employee stock option plans

25

555

—

—

—

—

—

555

Under employee stock purchase plans

311

7,596

—

—

—

—

—

7,596

Share-based compensation

—

17,681

—

—

—

—

—

17,681

Issuance of treasury stock

—

(7,402)

196

7,603

—

—

—

201

Repurchase of Common Shares

(3,156)

(23,075)

—

—

(78,648)

—

—

(101,723)

Dividends declared

($0.275 per Common Share)

—

—

—

—

(69,365)

—

—

(69,365)

Other comprehensive income (loss) – net

—

—

—

—

—

20,556

—

20,556

Net income for the period

—

—

—

—

146,616

—

44

146,660

Balance as of September 30, 2025

251,964

$ 2,189,340

(4,452)

$(130,561)

$ 1,938,716

$          (46,511)

$      1,765

$ 3,952,749

 

OPEN TEXT CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 

(In thousands of U.S. dollars)

(unaudited)

Three Months Ended September 30,

2026

2025

Cash flows from operating activities:

Net income

$                155,300

$                146,660

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

Depreciation and amortization of intangible assets

138,690

159,686

Share-based compensation expense

19,694

17,681

Pension expense

1,968

3,141

Amortization of debt discount and issuance costs

4,970

5,760

Write-off of right of use assets

—

4,422

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

217

2,314

Deferred taxes

12,262

(15,132)

Share in net (income) of equity investees

(5,729)

(2,417)

Changes in derivative instruments

(7,558)

(7,843)

Changes in operating assets and liabilities:

Accounts receivable

115,800

93,998

Contract assets

(27,819)

(30,970)

Prepaid expenses and other current assets

26,893

(2,096)

Income taxes

(48,435)

(33,112)

Accounts payable and accrued liabilities

(81,848)

(89,793)

Deferred revenues

(116,563)

(108,798)

Other assets

(12,288)

7,809

Operating lease assets and liabilities, net

(3,281)

(3,547)

Net cash provided by operating activities

172,273

147,763

Cash flows from investing activities:

Additions of property and equipment

(33,756)

(46,534)

Proceeds from interest on derivative instruments

(607)

870

Other investing activities

1,248

632

Net cash used in investing activities

(33,115)

(45,032)

Cash flows from financing activities:

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

6,742

8,380

Repayment of long-term debt and Revolver

(8,963)

(8,963)

Net change in transition services agreement obligation

(12,840)

—

Repurchase of Common Shares

(30,010)

(107,629)

Payments of dividends to shareholders

(66,465)

(68,220)

Net cash used in financing activities

(111,536)

(176,432)

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

(301)

4,306

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

27,321

(69,395)

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

957,254

1,158,106

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

$                984,575

$             1,088,711

 

OPEN TEXT CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 

(In thousands of U.S. dollars)

(unaudited)

Reconciliation of cash, cash equivalents and restricted cash:

September 30, 2026

September 30, 2025

Cash and cash equivalents

$                983,292

$             1,087,083

Restricted cash (1)

1,283

1,628

Total cash, cash equivalents and restricted cash

$                984,575

$             1,088,711

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

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 revenues. 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 revenues.

Free cash flow 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 September 30, 2026

(In thousands, except for per share data)

Three Months Ended September 30, 2026

GAAP-based
Measures

GAAP-
based
Measures

% of Total
Revenues

Adjustments

Note

Non-GAAP-
based
Measures

Non-GAAP-
based 
Measures

% of Total
Revenues

Cost of revenues

Cloud services and subscriptions

$ 178,453

$   (1,691)

(1)

$ 176,762

Client support

47,836

(789)

(1)

47,047

Professional service and other

57,732

(714)

(1)

57,018

Amortization of acquired technology-based intangible
assets

42,810

(42,810)

(2)

—

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

905,528

73.2 %

46,004

(3)

951,532

76.9 %

Operating expenses

Research and development

142,147

(3,654)

(1)

138,493

Sales and marketing

277,587

(6,871)

(1)

270,716

General and administrative

105,813

(5,975)

(1)

99,838

Amortization of acquired client-based intangible assets

56,078

(56,078)

(2)

—

Special charges (recoveries)

33,290

(33,290)

(4)

—

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

250,811

151,872

(5)

402,683

Other income (expense), net

16,110

(16,110)

(6)

—

Provision for income taxes

43,683

36,656

(7)

80,339

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

155,247

99,106

(8)

254,353

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

$      0.64

$      0.41

(8)

$      1.05

(1)

Adjustment relates to the exclusion of share-based compensation expense from our Non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results.

(2)

Adjustment relates to the exclusion of amortization expense from our Non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results.

(3)

GAAP-based and Non-GAAP-based gross profit stated in dollars and gross margin stated as a percentage of total revenues.

(4)

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

(5)

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

(6)

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

(7)

Adjustment relates to differences between the GAAP-based tax provision rate of approximately 22% and a Non-GAAP-based tax rate of approximately 24%; these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based net income. Such excluded items include amortization, share-based compensation, special charges (recoveries) and other income (expense), net. Also excluded are tax benefits/expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves and “book to return” adjustments for tax return filings and tax assessments. In arriving at our Non-GAAP-based tax rate of approximately 24%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense.

(8)

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

Three Months Ended September 30, 2026

Per share diluted

GAAP-based net income, attributable to OpenText

$            155,247

$                  0.64

Add:

Amortization

98,888

0.41

Share-based compensation

19,694

0.08

Special charges (recoveries)

33,290

0.14

Other (income) expense, net

(16,110)

(0.07)

GAAP-based provision for income taxes

43,683

0.18

Non-GAAP-based provision for income taxes

(80,339)

(0.33)

Non-GAAP-based net income, attributable to OpenText

$            254,353

$                  1.05

 

Reconciliation of Adjusted EBITDA

Three Months Ended September 30, 2026

GAAP-based net income, attributable to OpenText

$                                        155,247

Add:

Provision for income taxes

43,683

Interest and other related expense, net

67,938

Amortization of acquired technology-based intangible assets

42,810

Amortization of acquired client-based intangible assets

56,078

Depreciation

39,802

Share-based compensation

19,694

Special charges (recoveries)

33,290

Other (income) expense, net

(16,110)

Adjusted EBITDA

$                                        442,432

GAAP-based net income margin

12.6 %

Adjusted EBITDA margin

35.8 %

 

Reconciliation of Free Cash Flow

Three Months Ended September 30, 2026

GAAP-based cash flows provided by operating activities

$                                         172,273

Add:

Capital expenditures (1)

(33,756)

Free cash flow

$                                         138,517

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

 

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

for the three months ended June 30, 2026

(In thousands, except for per share data)

Three Months Ended June 30, 2026

GAAP-based

Measures

GAAP-
based
Measures

% of Total
Revenues

Adjustments

Note

Non-GAAP-
based

Measures

Non-GAAP-
based
Measures

% of Total
Revenues

Cost of revenues

Cloud services and subscriptions

$ 180,788

$   (1,555)

(1)

$ 179,233

Client support

53,045

(632)

(1)

52,413

Professional service and other

56,828

(328)

(1)

56,500

Amortization of acquired technology-based intangible
   assets

42,879

(42,879)

(2)

—

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

1,011,472

75.0 %

45,394

(3)

1,056,866

78.3 %

Operating expenses

Research and development

149,104

(3,884)

(1)

145,220

Sales and marketing

308,356

(8,898)

(1)

299,458

General and administrative

112,025

(6,549)

(1)

105,476

Amortization of acquired client-based intangible
   assets

64,989

(64,989)

(2)

—

Special charges (recoveries)

18,879

(18,879)

(4)

—

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

319,680

148,593

(5)

468,273

Other income (expense), net

5,688

(5,688)

(6)

—

Provision for income taxes

94,799

(376)

(7)

94,423

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

155,663

143,281

(8)

298,944

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

$       0.64

$      0.59

(8)

$       1.23

(1)

Adjustment relates to the exclusion of share-based compensation expense from our Non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results.

(2)

Adjustment relates to the exclusion of amortization expense from our Non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results.

(3)

GAAP-based and Non-GAAP-based gross profit stated in dollars and gross margin stated as a percentage of total revenues.

(4)

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

(5)

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

(6)

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

(7)

Adjustment relates to differences between the GAAP-based tax provision rate of approximately 38% and a Non-GAAP-based tax rate of approximately 24%; these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based net income. Such excluded items include amortization, share-based compensation, special charges (recoveries) and other income (expense), net. Also excluded are tax benefits/expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves and “book to return” adjustments for tax return filings and tax assessments. In arriving at our Non-GAAP-based tax rate of approximately 24%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense.

(8)

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

Three Months Ended June 30, 2026

Per share diluted

GAAP-based net income, attributable to OpenText

$            155,663

$                  0.64

Add:

Amortization

107,868

0.44

Share-based compensation

21,846

0.09

Special charges (recoveries)

18,879

0.08

Other (income) expense, net

(5,688)

(0.02)

GAAP-based provision for income taxes

94,799

0.39

Non-GAAP-based provision for income taxes

(94,423)

(0.39)

Non-GAAP-based net income, attributable to OpenText

$            298,944

$                  1.23

 

Reconciliation of Adjusted EBITDA

Three Months Ended June 30, 2026

GAAP-based net income, attributable to OpenText

$                                      155,663

Add:

Provision for income taxes

94,799

Interest and other related expense, net

74,845

Amortization of acquired technology-based intangible assets

42,879

Amortization of acquired client-based intangible assets

64,989

Depreciation

38,439

Share-based compensation

21,846

Special charges (recoveries)

18,879

Other (income) expense, net

(5,688)

Adjusted EBITDA

$                                      506,651

GAAP-based net income margin

11.5 %

Adjusted EBITDA margin

37.6 %

 

Reconciliation of Free Cash Flow

Three Months Ended June 30, 2026

GAAP-based cash flows provided by operating activities

$                                         185,802

Add:

Capital expenditures (1)

(63,831)

Free cash flow

$                                         121,971

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

 

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

for the three months ended September 30, 2025

(In thousands, except for per share data)

Three Months Ended September 30, 2025

GAAP-based

Measures

GAAP-
based
Measures

% of Total
Revenues

Adjustments

Note

Non-GAAP-
based

Measures

Non-GAAP-
based
Measures

% of Total
Revenues

Cost of revenues

Cloud services and subscriptions

$ 172,217

$   (1,749)

(1)

$ 170,468

Client support

64,064

(1,053)

(1)

63,011

Professional service and other

63,038

(499)

(1)

62,539

Amortization of acquired technology-based intangible
   assets

44,204

(44,204)

(2)

—

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

937,516

72.8 %

47,505

(3)

985,021

76.5 %

Operating expenses

Research and development

169,128

(3,609)

(1)

165,519

Sales and marketing

257,055

(6,896)

(1)

250,159

General and administrative

105,763

(3,875)

(1)

101,888

Amortization of acquired client-based intangible
   assets

79,561

(79,561)

(2)

—

Special charges (recoveries)

20,139

(20,139)

(4)

—

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

269,949

161,585

(5)

431,534

Other income (expense), net

(2,976)

2,976

(6)

—

Provision for income taxes

39,199

44,902

(7)

84,101

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

146,616

119,659

(8)

266,275

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

$      0.58

$      0.47

(8)

$      1.05

(1)

Adjustment relates to the exclusion of share-based compensation expense from our Non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results.

(2)

Adjustment relates to the exclusion of amortization expense from our Non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results.

(3)

GAAP-based and Non-GAAP-based gross profit stated in dollars and gross margin stated as a percentage of total revenues.

(4)

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

(5)

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

(6)

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

(7)

Adjustment relates to differences between the GAAP-based tax provision rate of approximately 21% and a Non-GAAP-based tax rate of approximately 24%; these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based net income. Such excluded items include amortization, share-based compensation, special charges (recoveries) and other income (expense), net. Also excluded are tax benefits/expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves and “book to return” adjustments for tax return filings and tax assessments. In arriving at our Non-GAAP-based tax rate of approximately 24%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense.

(8)

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

Three Months Ended September 30, 2025

Per share diluted

GAAP-based net income, attributable to OpenText

$            146,616

$                  0.58

Add:

Amortization

123,765

0.49

Share-based compensation

17,681

0.07

Special charges (recoveries)

20,139

0.08

Other (income) expense, net

2,976

0.01

GAAP-based provision for income taxes

39,199

0.15

Non-GAAP-based provision for income taxes

(84,101)

(0.33)

Non-GAAP-based net income, attributable to OpenText

$            266,275

$                  1.05

 

Reconciliation of Adjusted EBITDA

Three Months Ended September 30, 2025

GAAP-based net income, attributable to OpenText

$                                      146,616

Add:

Provision for income taxes

39,199

Interest and other related expense, net

81,114

Amortization of acquired technology-based intangible assets

44,204

Amortization of acquired client-based intangible assets

79,561

Depreciation

35,921

Share-based compensation

17,681

Special charges (recoveries)

20,139

Other (income) expense, net

2,976

Adjusted EBITDA

$                                      467,411

GAAP-based net income margin

11.4 %

Adjusted EBITDA margin

36.3 %

 

Reconciliation of Free Cash Flow

Three Months Ended September 30, 2025

GAAP-based cash flows provided by operating activities

$                                         147,763

Add:

Capital expenditures (1)

(46,534)

Free cash flow

$                                         101,229

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

(3)

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

Three Months Ended September 30, 2026

Three Months Ended September 30, 2025

Currencies

% of Revenues

% of Expenses(1)

% of Revenues

% of Expenses(1)

EURO

25 %

13 %

24 %

12 %

GBP

5 %

6 %

5 %

6 %

CAD

3 %

14 %

3 %

12 %

USD

57 %

44 %

58 %

46 %

Other

10 %

23 %

10 %

24 %

Total

100 %

100 %

100 %

100 %

(1)

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

 

View original content to download multimedia:https://www.prnewswire.com/news-releases/opentext-reports-first-quarter-fiscal-year-2027-financial-results-302929877.html

SOURCE Open Text Corporation

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webAI Launches webAI App for On-Device AI With No Per-Token Charges

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The webAI app lets anyone build teams of AI experts that work across Slack, DocuSign, Hugging Face, Apple apps and more, while their files stay on their Mac.

AUSTIN, Texas, Nov. 5, 2026 /PRNewswire/ — webAI today released the webAI app for Mac to the public for the first time. The app runs webAI’s new small reasoning models on the user’s own computer, so people can use AI on private work without sending files to the cloud or paying per token.

Most AI runs in the cloud, where usage is metered by tokens or capped by plan, and every document goes to someone else’s servers. webAI runs the model on the Mac itself. A user can work through a sensitive client proposal or an unfinished business plan, revise it as many times as they want, and never hit a token limit.

“With the webAI app, we’re making cloud AI optional,” said David Stout, CEO and co-founder of webAI. “Why should you have to send a private document to an online service just to get help with it? Your Mac can do the work. You keep control of what you share, and you can ask as many follow-up questions as you need without watching a token meter.”

In the app, users create Personas: AI experts with a role, knowledge and tools the user chooses. Several Personas can work together on the same task. A consultant could have one pull client requirements from project notes, a second draft the proposal and a third check the draft for anything missed.

Connectors work with the apps you already use, including Slack, DocuSign, Hugging Face and Apple apps. You control what each Persona can access and what actions it can take. A Persona can pull a client’s latest decisions from Slack, see which contracts are still unsigned in DocuSign, and draft follow-ups for your approval. You spend less time hunting for context and copying details between apps.

Watch the demo: https://www.webai.com/blog/webai-launches-webai-app-for-on-device-ai-with-no-per-token-charges 

Availability: The webAI app is available now for Mac at webAI.com.

About webAI

webAI builds technology that lets people create, run, and control AI on their own devices.

View original content to download multimedia:https://www.prnewswire.com/news-releases/webai-launches-webai-app-for-on-device-ai-with-no-per-token-charges-302931421.html

SOURCE webAI

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Cheche Group Announces Extraordinary General Meeting

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BEIJING, Nov. 5, 2026 /PRNewswire/ — Cheche Group Inc. (NASDAQ: CCG) (“Cheche” or the “Company”), China’s leading auto insurance technology platform, today announced that an extraordinary general meeting of the Company (the “Meeting”) will be held at 10 A.M. on November 25, 2026, Beijing time (9 P.M. on November 24, 2026, U.S. Eastern time) at 8/F, Desheng Hopson Fortune Plaza, 13-1 Deshengmenwai Avenue, Xicheng District, Beijing 100088, China. The Company has established the close of business on November 5, 2026, Eastern time (the “Record Date”), as the record date for determining shareholders entitled to notice of, and to vote at, the Meeting and any adjournments or postponements thereof. The purpose of the Meeting includes, among others:

(1) to approve by ordinary resolution the creation of a new class of ordinary shares of the Company designated as class C ordinary shares, each with a par value of US$0.00035 (the “Class C Ordinary Shares”), with the rights and restrictions set forth in the proposed third amended and restated memorandum and articles of association of the Company (the “New M&A”), including 300 votes per Class C Ordinary Share;

(2) to approve by ordinary resolution that the authorized share capital of the Company be amended:

(i) FROM: US$50,000 divided into 142,857,143 shares comprising (i) 114,285,714 class A ordinary shares of a par value of US$0.00035 each, and (ii) 28,571,429 class B ordinary shares of a par value of US$0.00035 each,

(ii) TO: US$50,000 divided into 142,857,143 shares comprising (i) 114,285,714 class A ordinary shares of a par value of US$0.00035 each; (ii) 18,571,429 class B ordinary shares of a par value of US$0.00035 each; and (iii) 10,000,000 class C ordinary shares of a par value of US$0.00035 each;

(3) to approve by ordinary resolution that 10,000,000 authorized but unissued class B ordinary shares of the Company of a par value of US$0.00035 each be re-classified as 10,000,000 class C ordinary shares of the Company of a par value of US$0.00035 each with the rights attached to it in the New M&A; and

(4) to approve by special resolution the amendment and restatement of the Company’s second amended and restated memorandum and articles of association currently in effect (the “Current M&A”) be replaced in their entirety with the New M&A to provide for, among other things, the creation and rights of the Class C Ordinary Shares.

Copies of the notice of the Meeting and the form of proxy are available on the Company’s corporate investor relations website at https://ir.chechegroup.com/.

Safe Harbor Statements

This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements also include, but are not limited to, statements regarding existing and new partnerships and customer relationships, projections, estimation, and forecasts of revenue and other financial and performance metrics, projections of market opportunity and expectations, the Company’s ability to scale and grow its business, the Company’s advantages and expected growth, and its ability to source and retain talent, as applicable. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of the Company’s management and are not predictions of actual performance. These statements involve risks, uncertainties, and other factors that may cause the Company’s actual results, levels of activity, performance, or achievements to materially differ from those expressed or implied by these forward-looking statements. Further information regarding these and other risks, uncertainties, or factors is included in the Company’s filings with the U.S. Securities and Exchange Commission. Although the Company believes that it has a reasonable basis for each forward-looking statement contained in this press release, the Company cautions you that these statements are based on a combination of facts and factors currently known and projections of the future, which are inherently uncertain. The forward-looking statements in this press release represent the views of the Company as of the date of this press release. Subsequent events and developments may cause those views to change. Except as may be required by law, the Company does not undertake any duty to update these forward-looking statements.

About Cheche Group Inc.

Established in 2014 and headquartered in Beijing, China, Cheche is a leading auto insurance technology platform with a nationwide network of around 108 branches licensed to distribute insurance policies across 25 provinces, autonomous regions, and municipalities in China. Capitalizing on its leading position in auto insurance transaction services, Cheche has evolved into a comprehensive, data-driven technology platform that offers a full suite of services and products for digital insurance transactions and insurance SaaS solutions in China. Learn more at https://www.chechegroup.com/en.

Cheche Group Inc.:
IR@chechegroup.com

Crocker Coulson
crocker.coulson@aumadvisors.com
(646) 652-7185

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SOURCE Cheche Group Inc.

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Hyperliquid Strategies Inc Reports Financial Results for the Quarter Ended September 30, 2026

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NEW YORK, Nov. 5, 2026 /PRNewswire/ — Hyperliquid Strategies Inc (NASDAQ: PURR) (“HSI” or the “Company”), the premier digital asset treasury platform focused on the Hyperliquid ecosystem, today reported its financial and operational results for the quarter ended September 30, 2026.

“We deployed $802 million this quarter and filed an application to become a futures commission merchant,” said David Schamis, CEO of Hyperliquid Strategies Inc. “Those two moves are the same bet. Hyperliquid is winning the parts of onchain finance that generate real fees, and nearly all of that value flows back to HYPE holders through programmatic buybacks. Owning HYPE is how we aim to capture economics associated with the Hyperliquid protocol; setting up an FCM is how we intend to help bring markets deployed on Hyperliquid onshore.”

Key Highlights (as of or for the Quarter Ended September 30, 2026):

Raised $911 million in equity capital under our committed equity facility.Deployed $802 million; $785 million to acquire 9.1 million HYPE tokens, increasing the treasury from 29.3 million tokens at June 30, 2026 to 38.5 million tokens at September 30, 2026 and $17 million to repurchase 2.7 million PURR shares.Maintained strong balance sheet, with $254.6 million in cash and cash-like instruments and zero debt.Hyperliquid Strategies x Unit validator is now the largest non-Foundation validator on the network.

Hyperliquid Ecosystem Momentum1
Momentum continues to build around the adoption of the blockchain by the global financial system, with much of that momentum represented within the Hyperliquid ecosystem.

As Hyperliquid pursues its vision of becoming the infrastructure to house all of finance, the Hyperliquid protocol continues to generate an increasingly diversified stream of fees (with about $834 million in value accruing to the Hyperliquid ecosystem for the twelve months ended September 30, 2026), processing billions in daily trading volumes, with much of the value generated by the Hyperliquid ecosystem directly accruing to the HYPE token through programmatic HYPE token buybacks.

Hyperliquid recently announced its intention to add additional deployer functionalities under the name HIP-3*. These optional additional features would allow deployers to build and launch permissioned markets on Hyperliquid’s onchain infrastructure. Independent operators would run their own market in a compliant manner, while the chain underneath would stay a neutral infrastructure layer.

In support of these developments, a subsidiary of HSI has filed an application to become a futures commission merchant (“FCM”). Subject to regulatory approval, the FCM would carry US client accounts for permissioned markets deployed on Hyperliquid under HIP-3*, allowing HSI to play a role in bringing perpetual futures to US customers within a regulated framework. There can be no assurance as to the timing or outcome of the application or regulatory approval of permissioned HIP-3* markets.

HSI Financial Highlights for the Quarter Ended September 30, 2026:

Balance Sheet:Total assets of $3,764.3 million as of September 30, 2026, including $254.6 million in cash and cash-like instruments and $3,505.3 million in HYPE tokens (based on a September 30, 2026 HYPE price of $90.99 per HYPE token, representing approximately 38.52 million tokens held).Strong balance sheet with $3,403.0 million in stockholders’ equity and no debt.Income Statement (quarter ended September 30, 2026):$12.3 million in staking revenue and validator commissions from HYPE holdings.$1.0 million in interest income.$7.6 million in SG&A and R&D expenses.$620.6 million in net income.Net income primarily comprised of:$803.0 million in net unrealized gains on HYPE tokens.$15.3 million in primarily non-cash expense recognized in connection with the committed equity facility.$172.3 million in provision for income taxes.

Update on Treasury Strategy Progress (as of October 28, 2026):

Capital Deployment2:$1,583.2 million deployed to accumulate ~25.9 million HYPE tokens at an average cost of $61.13, bringing total HYPE token holdings (including staking and validator rewards earned)  to 38.9 million at a blended cost of $56.35 per token.$27.9 million deployed to repurchase ~5.8 million PURR shares at an average cost of $4.81 per PURR share.Capital Raising:$1,578.4 million raised at an average issue price of $10.36 per PURR share under our committed equity facility.Cash balance:$245.3 million in remaining cash and cash-like instruments.

Webcast:
The Company will host an audio webcast with Q&A on Thursday, November 5, 2026, at 5:15 p.m. ET, featuring CEO David Schamis and CFO Brett Beldner. Register in advance here: https://hyperliquid-strategies-earnings-call-q1-2027.open-exchange.net/registration.

Advance questions may be submitted to investors@hypestrat.xyz.

A replay will be available after the event at www.hypestrat.xyz.

About Hyperliquid Strategies Inc
Hyperliquid Strategies Inc (NASDAQ: PURR) is a digital asset treasury company whose primary focus is to maximize shareholder value through accumulating HYPE, the native token of Hyperliquid, a high-performance blockchain custom-built to house all of finance. HSI aims to provide capital-efficient and productive access to the HYPE token for U.S. and institutional investors, generating compounding shareholder returns that individual holders may not be able to replicate through staking, yield optimization, and active ecosystem engagement. HSI is currently the largest HYPE-focused digital asset treasury vehicle capitalizing on Hyperliquid’s rapid growth and providing exposure to one of the largest and fastest growing revenue pools in digital assets. For more information, please visit www.hypestrat.xyz.

Website Information:
The Hyperliquid Strategies Inc website (www.hypestrat.xyz) includes, among other information, a dedicated section tracking the Company’s “Adjusted Net Asset Value” (the Company’s stockholders’ equity adjusted for, among other things, movements in cash, the value of the HYPE token and the number of HYPE tokens held).

This section is updated regularly, enhancing transparency for the Company’s stockholders and aligning with HSI’s commitment to provide transparent, capital efficient and productive access to the HYPE token.

We use our website as a means of disclosing information that may be considered material, non-public information (including the information regarding our Adjusted Net Asset Value) and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor our website, in addition to following our press releases, Securities and Exchange Commission (“SEC”) filings, public conference calls, presentations and webcasts.

We may also use social media channels to communicate with our investors and the public about us and other matters, and those communications could be deemed to be material information. The information contained on, or that may be accessed through, our website or social media channels is not incorporated by reference into, and is not a part of, this document.

Forward-Looking Statements
This press release contains certain statements which are not historical facts, which are forward-looking statements within the meaning of the federal securities laws, for the purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. These forward-looking statements include certain statements made with respect to the Company’s business, strategy and future plans, including plans to become a futures commission merchant, as well as certain statements regarding expected growth and developments with respect to Hyperliquid. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “potential,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events or conditions that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties that could cause the actual results to differ materially from the expected results. These risks and uncertainties include, but are not limited to: changes in business, market, financial, political and regulatory conditions; risks relating to HSI’s operations and business, including the highly volatile nature of the price of HYPE tokens; the risk that HSI’s stock price will be highly correlated to the price of HYPE tokens and the price of HYPE tokens may decrease; risks related to increased competition in the industries in which HSI operates; risks relating to significant legal, commercial, regulatory and technical uncertainty regarding HYPE tokens; risks relating to the treatment of crypto assets for U.S. and foreign tax purposes; risks that HSI experiences difficulties managing its growth and expanding operations; challenges in implementing HSI’s business plan including HYPE token-related financial and advisory services, due to operational challenges, significant competition and regulation; and those factors discussed in the annual report on Form 10-K filed by HSI with the SEC on August 27, 2026, and in subsequent filings and reports made by HSI with the SEC from time to time. While HSI may elect to update these forward-looking statements at some point in the future, HSI specifically disclaims any obligation to do so.

1 Information in this section is based on public information and has not been independently verified by HSI.
2 Capital raising and deployment cover the period from inception (December 2, 2025) until August 28, 2026.

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SOURCE Hyperliquid Strategies Inc

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