Form 8-K

8-K — OPEN TEXT CORP

Accession: 0001002638-26-000072

Filed: 2026-09-22

Period: 2026-09-22

CIK: 0001002638

SIC: 7373 (SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — otex-20260922.htm (Primary)

EX-99.1 (axpressreleaseseptember202.htm)

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8-K

8-K (Primary)

Filename: otex-20260922.htm · Sequence: 1

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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): September 22, 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 8.01 Other Events

On September 22, 2026, Open Text Corporation (“OpenText” or the “Company”) issued a press release announcing that the Company (i) has issued a conditional notice of redemption with respect to $1.0 billion principal amount of its outstanding 6.900% Senior Secured Notes due 2027 (the “2027 Notes”), providing for the redemption in full of such 2027 Notes on October 2, 2026, subject to the satisfaction or waiver of certain conditions, including a financing condition as described therein and (ii) is exploring a potential offering of senior secured notes pursuant to Rule 144A (“Rule 144A”) and Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”). A copy of the press release is filed as Exhibit 99.1 hereto, and the information contained in Exhibit 99.1 is incorporated herein by reference into this Item 8.01.

In addition, the Company is currently in the process of seeking to amend its revolving credit agreement (the “Revolver Amendment”). The Company expects that the Revolver Amendment will, among other things, extend the maturity of the revolving credit agreement. The Revolver Amendment remains subject to the execution of definitive documentation and satisfaction of customary closing conditions. If and when entered into, the full text of the Revolver Amendment will be filed as an exhibit to a Current Report on Form 8-K.

This filing shall not constitute a notice of redemption under the indenture governing the 2027 Notes, and such redemption is subject to the conditions set forth in the applicable notice of redemption, including the financing condition described therein. Such notice has been made only in accordance with the provisions of the indenture governing the 2027 Notes. There can be no assurances as to whether any such redemption will be effected as described above.

This filing shall not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of, the senior secured notes (if such offering proceeds) in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, qualification or exemption under the securities laws of any such jurisdiction. Any such notes offering will not be registered under the Securities Act. Any such notes may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A and to certain persons in offshore transactions in reliance on Regulation S.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

Exhibit No.

Description

99.1

Press Release, dated September 22, 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

September 22, 2026

By: /s/ Michael F. Acedo

Michael F. Acedo

EVP, Chief Legal Officer & Corporate Secretary

EX-99.1

Filename: axpressreleaseseptember202.htm · Sequence: 2

Document

Exhibit 99.1

OpenText Announces Conditional Notice of Redemption of its Outstanding 2027 Notes and Potential Offering of Senior Secured Notes

Waterloo, ON, September 22, 2026 – Open Text Corporation (the “Company” or “OpenText”) (NASDAQ: OTEX), (TSX: OTEX) today announced that it has issued a conditional notice of redemption with respect to $1.0 billion principal amount of its outstanding 6.900% Senior Secured Notes due 2027 (the “2027 Notes”), providing for the redemption in full of such 2027 Notes on October 2, 2026 (the “Redemption Date”), subject to the satisfaction or waiver of certain conditions, including the receipt by the Company of the net proceeds from one or more offerings of debt securities sufficient to make payment of the redemption price and any other amounts payable in connection with the redemption of the 2027 Notes (the “Financing Condition”). To the extent the Financing Condition is otherwise met or waived, the Company may use cash on hand to fund any portion of the redemption price and such other amounts.

The redemption price for the 2027 Notes (the “Redemption Amount”) is equal to the greater of (A) 100% of the principal amount of the 2027 Notes to be redeemed and (B) (i) the sum of the present value of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the 2027 Notes matured on November 1, 2027) on a semi-annual basis, assuming a 360-day year consisting of twelve 30-day months, at the treasury rate (as defined in the indenture governing the 2027 Notes) plus 50 basis points less (ii) interest accrued to the Redemption Date, plus accrued and unpaid interest to, but excluding, the Redemption Date. The Redemption Amount will become due and payable on the 2027 Notes on the Redemption Date and, unless the Company defaults in making payment of the Redemption Amount, interest on the 2027 Notes shall cease to accrue on and after the Redemption Date. Upon redemption, the 2027 Notes will be cancelled and any obligation thereunder extinguished.

The Company is also exploring a potential offering of senior secured notes pursuant to Rule 144A (“Rule 144A”) and Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”). The Company expects to use the net proceeds from any such offering to fund the redemption of the 2027 Notes, including the payment of the applicable redemption premium, accrued and unpaid interest and related costs and expenses, and, to the extent that the financing condition is otherwise met or waived, the Company may elect to use cash on hand to fund a portion of such amounts. The Company expects any remaining net proceeds from the potential offering will be used for general corporate purposes, which may include any method of repurchase or repayment of our outstanding debt.

This press release shall not constitute a notice of redemption under the indenture governing the 2027 Notes, and such redemption is subject to the conditions set forth in the applicable notice of redemption, including the Financing Condition. Such notice has been made only in accordance with the provisions of the indenture governing the 2027 Notes. There can be no assurances as to whether any such redemption will be effected as described above.

This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of, the senior secured notes (if such offering proceeds) in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, qualification or exemption under the securities laws of any such jurisdiction. Any such notes offering will not be registered under the Securities Act. Any such notes may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A and to certain persons in offshore transactions in reliance on Regulation S.

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

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.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this press release may contain words considered forward-looking statements or information under applicable securities laws. These statements are based on OpenText’s current expectations, estimates, forecasts and projections about the proposed conditional redemption, the potential senior secured notes offering, and the operating environment, economies and markets in which OpenText operates. These statements are subject to important assumptions, risks and uncertainties that are difficult to predict, and the actual outcome may be materially different. OpenText’s assumptions, although considered reasonable by OpenText at the date of this press release, may prove to be inaccurate and consequently its actual results could differ materially from the expectations set out herein. For additional information with respect to risks and other factors which could occur, see OpenText’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other securities filings with the Securities and Exchange Commission 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, OpenText disclaims any intention or obligations to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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