Open Text Corporation filings document material events for a Canadian enterprise software issuer whose common shares trade on Nasdaq and the TSX. Recent Form 8-K reports cover quarterly financial results, preliminary revenue expectations, cash dividend declarations, and capital-return actions including a normal course issuer bid for common share repurchases.
The filing record also documents governance and executive-officer changes, employment agreement disclosure, and portfolio management actions, including the completed divestiture of Vertica from OpenText's non-core Analytics portfolio. Exhibits to these reports include press releases and, where applicable, agreement materials and Inline XBRL cover-page data.
Open Text Corporation issued and sold $500 million in aggregate principal amount of 6.700% senior secured notes due 2031 and $500 million in aggregate principal amount of 7.150% senior secured notes due 2033. Interest is payable semi-annually in arrears on April 15 and October 15, beginning April 15, 2027. The notes are guaranteed by OpenText’s existing wholly owned subsidiaries that are guarantors or co-obligors under the Revolver, the Term Loan Credit Agreement and the 2027 notes, and are secured on the same basis as those obligations.
OpenText intends to use the net proceeds, together with cash on hand, to redeem in full $1.0 billion principal amount of its 6.900% senior secured notes due 2027, including the redemption premium, accrued and unpaid interest and related costs, and to pay consideration for any 3.875% senior notes due 2028 accepted for purchase in its tender offer, up to an aggregate principal amount not exceeding $300 million. These transactions were expected to settle on October 2, 2026. An amendment also extends the Revolver’s maturity from December 19, 2028 to October 1, 2031, subject to its terms. The notes are effectively senior to senior unsecured debt of OpenText and the guarantors to the extent of collateral value, and structurally subordinated to all liabilities of existing and future subsidiaries that do not guarantee them.
Open Text Corporation (OTEX) will accept up to $300 million principal amount of its outstanding 3.875% Senior Notes due 2028 in its cash tender offer; the Aggregate Maximum Tender Amount is subject to increase or decrease by the company. Holders tendered $697.563 million, and accepted notes are subject to a 43.047752% proration factor. Consideration is $981.71 per $1,000 principal, excluding accrued interest, with settlement expected October 2, 2026.
Open Text expects to close a concurrent senior secured notes offering on October 1, 2026, and intends to use its net proceeds together with cash on hand to fund the full redemption of its 6.900% Senior Secured Notes due 2027 and purchases of accepted 2028 notes, including related costs and accrued interest. The redemption is subject to conditions, including a financing condition, and the company said there can be no assurance it will occur as described.
Open Text Corporation (OTEX) amended its cash tender offer for a portion of its outstanding 3.875% Senior Notes due 2028, reducing the Aggregate Maximum Tender Amount from $450 million to $300 million aggregate principal amount.
Open Text extended the Withdrawal Deadline and Expiration Date to 5:00 p.m., New York City time, on September 30, 2026, from September 29, and the Price Determination Date to 3:00 p.m., New York City time, on September 30, from September 29. Settlement for notes validly tendered by the expiration and accepted for purchase is expected October 2, 2026, the second business day after expiration (T+2). Open Text intends to fund the consideration for accepted notes with cash on hand and proceeds from the previously announced and priced concurrent senior secured notes offering. The Tender Offer remains subject to the conditions in the Offer to Purchase dated September 23, 2026, as modified; other terms, including the Financing Condition, remain unchanged.
Open Text Corporation (OTEX) priced $500 million principal amount of 6.700% senior secured notes due 2031 and $500 million principal amount of 7.150% senior secured notes due 2033. The offering is expected to close on October 1, 2026, subject to customary closing conditions.
OpenText intends to use net proceeds, together with cash on hand, to redeem in full the $1.0 billion principal amount of outstanding 2027 notes and to fund consideration for 2028 notes accepted in its tender offer, up to an aggregate principal amount of $450 million, subject to increase or decrease by the company. The redemption and tender offer are subject to their stated conditions, including financing conditions; OpenText says there can be no assurance that the redemption will occur as described.
Open Text Corporation (OTEX) commenced, subject to market and customary conditions, a proposed offering of senior secured notes of one or more series. Net proceeds are intended to fund full redemption of the $1.0 billion principal amount of its 6.900% Senior Secured Notes due 2027, including premium, accrued interest and related costs, and all or part of a cash tender offer for its 3.875% Senior Notes due 2028, capped at $450 million principal subject to increase or decrease by OpenText. The 2028 Notes had $900 million principal outstanding as of September 23, 2026.
Tender consideration will be calculated by reference to the yield on the 4.250% U.S. Treasury due February 15, 2028, plus a fixed spread of 50 basis points. The tender deadline is 5:00 p.m. New York City time on September 29, 2026; consideration is scheduled to be determined at 3:00 p.m. that day, and settlement is expected October 2, 2026. The tender is subject to conditions including the financing condition, and OpenText may terminate it before expiration. If the financing condition is otherwise met or waived, OpenText may use cash on hand for any portion of the redemption or tender purchases. The offering’s precise timing, size and terms are subject to market conditions and other factors.
Open Text Corporation (OTEX) plans a liability-management transaction focused on its 6.900% Senior Secured Notes due 2027. The company has issued a conditional notice of redemption for $1.0 billion principal of these 2027 Notes, targeting full redemption on October 2, 2026, subject to a financing condition tied to new debt proceeds or other funding.
The redemption price will be the greater of 100% of principal or a make-whole amount based on the treasury rate plus 50 basis points, plus accrued and unpaid interest. OpenText is also exploring a potential offering of senior secured notes under Rule 144A and Regulation S, with expected use of proceeds to fund the redemption and related costs, and any remaining proceeds for general corporate purposes including other debt repurchases or repayments. Separately, the company is seeking to amend its revolving credit agreement to extend its maturity, with the amendment still subject to definitive documentation and customary closing conditions.
OPEN TEXT CORPORATION (OTEX) insider Paul Michael Duggan has filed a notice of proposed sale under Rule 144 for 1,961 shares of common stock of Open Text Corporation to be sold through Morgan Stanley Smith Barney LLC.
The notice states that Open Text had 242,126,739 common shares outstanding and that Duggan previously sold 1,961 shares during the past three months for $49,025.00.
OPEN TEXT CORP (OTEX) is the subject of an amended Schedule 13G filing in which a group of Canadian affiliates of Bank of Nova Scotia report passive beneficial ownership of common shares. 1832 Asset Management L.P., MD Financial Management Inc., and Scotia Capital Inc. collectively report beneficial ownership of 22,570,629 common shares, representing 9.32% of the class, as of August 31, 2026.
The group reports sole voting and sole dispositive power over 22,570,629 shares and no shared voting or dispositive power. Within the group, 1832 Asset Management L.P. reports 21,642,784 shares (8.9%), MD Financial Management Inc. 334,919 shares (0.1%), and Scotia Capital Inc. 592,926 shares (0.2%). The filers are identified as an investment adviser and broker dealer.
OPEN TEXT CORP (OTEX) is the issuer of common shares that Paul Michael Duggan has notified for potential sale under Rule 144. The notice covers 1,961 common shares, held in an account at Morgan Stanley Smith Barney LLC Executive Financial Services, with an aggregate market value of $49,025.00 as of this filing. The shares are described as Restricted Stock, to be sold on the NASDAQ market, with Duggan identified as an officer of the issuer.
In addition, Duggan reports prior sales of OPEN TEXT CORP common shares during the past three months: 13,790 shares sold on June 3, 2026 for $341,854.00, and 13,870 shares sold on May 23, 2026 for $321,922.00. This filing is a notice of proposed disposition of restricted or control securities in compliance with Rule 144.
Open Text Corporation received an amended Schedule 13G from FIL Limited and affiliated entities reporting a significant ownership position in its common stock. FIL Limited reports beneficial ownership of 19,135,000 shares of Open Text common stock, representing 7.9% of the class as of June 30, 2026.
FIL Limited has sole voting power and sole dispositive power over 19,135,000 shares, with no shared voting or dispositive power. Pandanus Partners, L.P. and Pandanus Associates, Inc., both organized in Delaware, are also listed with sole dispositive power over the same 19,135,000-share position. One or more other persons have rights to receive dividends or sale proceeds from these shares, but no single such person has an interest in more than five percent of Open Text’s outstanding common stock.