Form 8-K

8-K — OPEN TEXT CORP

Accession: 0001002638-26-000028

Filed: 2026-04-10

Period: 2026-04-10

CIK: 0001002638

SIC: 7373 (SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — otex-20260410.htm (Primary)

EX-99.1 (pressreleaseapril2026-q3pr.htm)

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8-K

8-K (Primary)

Filename: otex-20260410.htm · Sequence: 1

otex-20260410

0001002638false00010026382026-04-102026-04-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________________

FORM 8-K

______________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 10, 2026

______________________

Open Text Corporation

(Exact name of Registrant as specified in its charter)

______________________

Canada 0-27544 98-0154400

(State or Other Jurisdiction

of Incorporation) (Commission

File Number) (IRS Employer

Identification No.)

275 Frank Tompa Drive, Waterloo, Ontario, Canada N2L 0A1

(Address of principal executive offices)

(519) 888-7111

(Registrant's telephone number, including area code)

______________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s) Name of each exchange on which registered

Common stock without par value OTEX NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

Item 2.02. Results of Operations and Financial Condition.

The following information is furnished pursuant to Item 2.02, “Results of Operations and Financial Condition.”

On April 10, 2026, Open Text Corporation (“OpenText” or the “Company”) issued a press release announcing its preliminary third quarter fiscal year 2026 revenue expectations of approximately US$1.28 billion. A copy of the press release announcing such revenue expectations is attached hereto as Exhibit 99.1 to this Form 8-K.

The foregoing preliminary third quarter fiscal year 2026 revenue expectations reflect management’s current views with respect to the Company’s financial results. No independent registered public accounting firm has audited, reviewed, examined, or performed any procedures with respect to, nor have they expressed any form of assurance on, these preliminary expectations. Such preliminary expectations remain subject to the completion of normal quarter-end accounting procedures and closing adjustments. Actual results may differ materially from these expectations as a result of the completion of normal quarter-end accounting procedures, closing adjustments and other developments which may arise between now and the time that the Company’s financial results are finalized.

The information in this Item 2.02 and the exhibits attached hereto are furnished to, but not “filed” with, the Securities and Exchange Commission (“SEC”) and shall not be deemed to be incorporated by reference into any of the Company’s filings with the SEC under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Press release, dated April 10, 2026.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

OPEN TEXT CORPORATION

April 10, 2026

By: /s/ Michael F. Acedo

Michael F. Acedo

EVP, Chief Legal Officer and Corporate Secretary

EX-99.1

Filename: pressreleaseapril2026-q3pr.htm · Sequence: 2

Document

Exhibit 99.1

OpenText to Report Third Quarter Fiscal Year 2026

Financial Results on Thursday, May 7, 2026

Company Reports Preliminary Q3FY26 Revenue Expectations of

Approximately US$1.28 Billion

Waterloo, ON – April 10, 2026 – Open Text Corporation (NASDAQ: OTEX), (TSX: OTEX), announced today preliminary third quarter fiscal year 2026 revenue expectation of approximately US$1.28 billion. OpenText will release its full financial results for its third quarter fiscal year 2026 on Thursday, May 7, 2026, at approximately 4:00 p.m. ET.

“We thank our clients for their continued partnership and look forward to discussing our full fiscal Q3 results in early May” said James McGourlay, Interim Chief Executive Officer.

As previously announced by the Company, Ayman Antoun will officially commence his role as Chief Executive Officer on April 20, 2026 and will be participating in the Company’s upcoming earnings call on May 7, 2026.

OpenText to Host Conference Call Webcast

The earnings call will be hosted on May 7, 2026, at 5:00 p.m. ET by OpenText Executive Chair & Chief Strategy Officer, Tom Jenkins, incoming OpenText Chief Executive Officer, Ayman Antoun, current OpenText Interim Chief Executive Officer, James McGourlay, and OpenText Executive Vice President & Chief Financial Officer, Steve Rai. The webcast will be accessible via the OpenText Investor Relations website.

Date: Thursday, May 7, 2026

Time: 5:00 p.m. ET / 2:00 p.m. PT

Length: 60 minutes

Webcast:

Access on OpenText IR website

For more information, please visit: https://investors.opentext.com

About OpenText

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

For more information, please contact:

Greg Secord

Vice President, Global Head of Investor Relations

Open Text Corporation

(416) 956 0380 (Canada) / (415) 963 0825 (U.S.)

investors@opentext.com

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this press release, including statements about Open Text Corporation (“OpenText” or “the Company”) regarding its preliminary third quarter fiscal year 2026 revenue expectations 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 targets and aspirations, 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. 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. Preliminary third quarter fiscal year 2026 revenue expectations reflect management’s current views with respect to the Company’s financial results. No independent registered public accounting firm has audited, reviewed, examined, or performed any procedures with respect to, nor have they expressed any form of assurance on, these preliminary expectations. Such preliminary expectations remain subject to the completion of normal quarter-end accounting procedures and closing adjustments. The actual results that OpenText achieves may differ materially from any forward-looking statements, including as it relates to such revenue expectations, as a result of the completion of normal quarter-end accounting procedures, closing adjustments and other developments which may arise between now and the time that the Company’s financial results are finalized. 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.

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