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

Rhea-AI Filing Summary

OpenText appointed James McGourlay as Interim Chief Executive Officer effective immediately on August 11, 2025. He will receive an additional premium of C$25,695 per pay period while serving as interim CEO and for fiscal 2026 will be eligible for targeted annual variable compensation equal to 100% of his annual base salary (inclusive of the premium). He is also eligible for a target award of US$281,250 in restricted and performance share units. No other employment terms will change.

Positive

• Internal succession by promoting an existing EVP to Interim CEO supports continuity in leadership and operations
• Clear compensation terms including specific cash premium and target equity award reduce ambiguity about interim CEO pay

Negative

• Additional cash and equity cost for the interim role (C$25,695 per pay period and US$281,250 target equity) could modestly increase compensation expense
• Lack of detail on duration, vesting schedules, and performance conditions for the equity award prevents full assessment of dilution and long-term cost

Insights

Corporate Governance Expert

TL;DR: Internal interim CEO named with defined short-term pay enhancements and equity awards; governance continuity maintained.

The company designated an internal executive, James McGourlay, as interim CEO, which suggests a continuity-focused succession approach rather than an external immediate hire. The filing specifies cash premium per pay period (C$25,695) and a future target annual variable compensation equal to 100% of base salary for fiscal 2026, plus a US$281,250 target equity grant in RSUs/PSUs. These explicit terms reduce ambiguity around interim remuneration and align the interim CEO with incentive structures used for permanent executives. The disclosure does not state duration beyond 'interim' or performance conditions for the equity award, limiting assessment of long-term dilution or vesting schedules.

Compensation & Benefits Analyst

TL;DR: Compensation package combines immediate cash premium, full-year incentive eligibility, and a mid-sized equity grant.

The package combines a recurring cash premium of C$25,695 per pay period while acting as interim CEO, eligibility for 100% target annual variable pay for fiscal 2026 (calculated inclusive of that premium), and a target equity grant of US$281,250 in restricted and performance share units. This structure provides short-term cash retention and longer-term alignment via equity. The filing does not disclose target base salary, pay period frequency, or PSU performance metrics, preventing quantification of total potential cost or dilution impact.

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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): August 11, 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 August 11, 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 August 11, 2025, the Company announced that James McGourlay, formerly Executive Vice President, International Sales at OpenText, was appointed Interim Chief Executive Officer, effective immediately.

Effective August 15, 2025, Mr. McGourlay will receive an additional premium of C$25,695 (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 Executive Officer. Effective for the Company’s fiscal year 2026, Mr. McGourlay will also be eligible for a targeted annual variable compensation of 100% of his annual base salary earned, inclusive of the additional premium noted above (less applicable deductions). In addition, Mr. McGourlay is also eligible for a target value grant of US$281,250 in the form of restricted and performance share units. No other changes to the terms of his employment will result from Mr. McGourlay serving in the interim Chief Executive 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 was appointed Interim CEO of OpenText (OTEX)?

The company appointed James McGourlay, formerly Executive Vice President, International Sales, as Interim Chief Executive Officer effective August 11, 2025.

What cash compensation will James McGourlay receive as interim CEO?

He will receive an additional premium of C$25,695 per pay period (less applicable deductions) while serving as Interim CEO.

What annual incentive is Mr. McGourlay eligible for in fiscal 2026?

For fiscal 2026 he will be eligible for a targeted annual variable compensation equal to 100% of his annual base salary earned, inclusive of the additional premium.

Is there any equity award for the interim CEO?

Yes, he is eligible for a target value grant of US$281,250 in the form of restricted and performance share units.

Do any other employment terms change due to the interim appointment?

No other changes to the terms of his employment will result from his serving as Interim Chief Executive Officer, per the filing.