[8-K/A] Open Text Corp Amends Material Event Report

Rhea-AI Filing Summary

OpenText named Cosmin Balota as interim Chief Financial Officer effective August 15, 2025. While retaining his SVP, Chief Accounting Officer role, Mr. Balota will receive an additional C$4,688 per pay period while serving as interim CFO, a completion bonus of C$100,000 payable three months after his interim service ends, and a grant of 20,000 stock options that vest 25% each year over four years. No other employment terms will change.

Insights

Financial Analyst

TL;DR: Interim CFO appointment preserves leadership continuity with quantified short-term and long-term compensation.

The filing documents a clear, time-bound interim CFO appointment and specifies cash and equity incentives: a per-pay-period premium of C$4,688, a C$100,000 completion bonus payable three months after service, and 20,000 options vesting 25% annually over four years. These elements are concrete and limited in scope, focused on compensating interim duties rather than altering base employment terms.

Corporate Governance Expert

TL;DR: Governance disclosure is straightforward, detailing role, compensation increments, and vesting schedule without other contractual changes.

The Form 8-K amendment provides transparent disclosure of the interim CFO appointment and associated compensatory arrangements. It specifies timing, additional cash per pay period, a completion bonus with payment timing, and an equity grant with a standard four-year cliff/annual vesting schedule. The filing affirms no other employment terms change, which limits governance uncertainty.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________________

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 9, 2025

______________________

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			Trading Symbol			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. ☐

Explanatory Note

This Amendment No. 1 to the Current Report on Form 8-K (this “Amendment”) amends Item 5.02 of Open Text Corporation’s (“OpenText” or the “Company”) Current Report on Form 8-K filed on July 9, 2025 (the “Original Form 8-K”). This Amendment should be read in conjunction with the Original Form 8-K. Except as set forth below, the Original Form 8-K remains unchanged.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 9, 2025, the Company announced that effective August 15, 2025, Cosmin Balota, OpenText’s SVP, Chief Accounting Officer, will also serve as Chief Financial Officer on an interim basis.

Effective August 15, 2025, Mr. Balota will receive an additional premium of C$4,688 (less applicable deductions) per pay period, above and beyond his current base salary during the time he is serving in the interim role of Chief Financial Officer. Mr. Balota will also: (i) receive a completion bonus of C$100,000 payable three-months following his service as Chief Financial Officer on an interim basis, and (ii) be granted 20,000 stock options under the Company’s stock option plan. The options will vest over a four year period in the amounts as follows: 25% on the first anniversary the stock option grant date, 25% on the second anniversary, 25% on the third anniversary, and the final 25% on the fourth anniversary of the stock option grant date. No other changes to the terms of his employment will result from Mr. Balota serving in the interim Chief Financial Officer role for OpenText.

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

August 22, 2025

By:

/s/ Michael F. Acedo

Michael F. Acedo Executive Vice-President, Chief Legal Officer & Corporate Secretary

FAQ

Who is serving as interim CFO of OpenText (OTEX)?

Cosmin Balota, OpenText's SVP, Chief Accounting Officer, will serve as interim Chief Financial Officer effective August 15, 2025.

What additional cash compensation will the interim CFO receive?

While serving as interim CFO, Mr. Balota will receive an additional C$4,688 per pay period above his current base salary.

Is there a completion bonus for the interim CFO role?

Yes. Mr. Balota will receive a C$100,000 completion bonus payable three months after his service as interim CFO concludes.

Will the interim CFO receive equity awards?

Yes. He will be granted 20,000 stock options under the company's stock option plan, vesting 25% on each anniversary over four years.

Do any other employment terms change while he serves as interim CFO?

No. The filing states no other changes to the terms of his employment will result from serving in the interim CFO role.