Open Text cuts 2028 bond buyback cap to $300M

The withdrawal and expiration deadlines now fall on September 30; settlement for validly tendered notes accepted for purchase is expected October 2, 2026.

Rhea-AI Filing Summary

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.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Amended Aggregate Maximum Tender Amount: $300 million aggregate principal amount Prior Aggregate Maximum Tender Amount: $450 million aggregate principal amount Price Determination Date: September 30, 2026, 3:00 p.m. New York City time +3 more

6 metrics

Amended Aggregate Maximum Tender Amount $300 million aggregate principal amount For the outstanding 3.875% Senior Notes due 2028

Prior Aggregate Maximum Tender Amount $450 million aggregate principal amount Amount before the amendment

Price Determination Date September 30, 2026, 3:00 p.m. New York City time Extended from September 29, 2026

Withdrawal Deadline September 30, 2026, 5:00 p.m. New York City time Extended from September 29, 2026

Expiration Date September 30, 2026, 5:00 p.m. New York City time Extended from September 29, 2026

Expected Settlement Date October 2, 2026 For bonds validly tendered by the Expiration Date and accepted for purchase; the second business day after expiration (T+2)

Key Terms

Aggregate Maximum Tender Amount, Withdrawal Deadline, Price Determination Date, Financing Condition, +1 more

5 terms

Aggregate Maximum Tender Amount financial

"reduced the “Aggregate Maximum Tender Amount” ... to $300 million"

The aggregate maximum tender amount is the total dollar value or number of shares a buyer sets as the upper limit for a tender offer — essentially the biggest “bucket” of stock or cash the buyer is willing to accept. It matters to investors because it determines whether all shareholders who want to sell will be able to do so; if more shares are offered than that limit, the buyer will accept only part of each seller’s offer, meaning some shareholders may have only a portion of their sale executed.

Withdrawal Deadline financial

"extended ... the Withdrawal Deadline to 5:00 p.m."

The withdrawal deadline is the last date and time by which an investor can change or cancel a previously made choice in a corporate action—such as pulling back shares from a tender offer, revoking consent, or requesting a refund. It matters because after that cutoff the choice becomes final and binding, so missing it can lock in financial consequences or foreclose opportunities; think of it like the final day to cancel a hotel booking without penalty.

Price Determination Date financial

"extended ... the Price Determination Date to 3:00 p.m."

A price determination date is the specific day when the value or price of an asset, security, or financial instrument is officially calculated or set. It is important to investors because it establishes the official price used for transactions, settlements, or financial reporting, much like a closing price in a daily market. Knowing this date helps investors understand when the price was determined and ensures clarity in financial dealings.

Financing Condition financial

"all other terms and conditions ... including the Financing Condition"

Financing condition refers to the overall environment and terms under which borrowing money is available, including interest rates, lending standards, and access to credit. It influences how easily individuals or businesses can obtain funds and at what cost, affecting economic activity and investment decisions. When financing conditions are favorable, borrowing is easier and cheaper; when they tighten, borrowing becomes more difficult and expensive.

T+2 financial

"the second business day after the Expiration Date (“T+2”)"

t+2 is the standard settlement rule that means a securities trade is finalized two business days after the trade date; the buyer must deliver funds and the seller must deliver the shares within that window. Think of it like ordering an item that is paid for at checkout but is officially delivered two days later—investors need to track this timing for cash availability, margin requirements, corporate actions, and to avoid settlement failures or unexpected exposure.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is OTEX's amended maximum tender amount for its 3.875% notes?

The amended Aggregate Maximum Tender Amount is $300 million aggregate principal amount, reduced from $450 million.

When does the OTEX tender offer expire, and when is settlement expected?

The Expiration Date is September 30, 2026, at 5:00 p.m. New York City time. Settlement for notes validly tendered by then and accepted for purchase is expected October 2, 2026, the second business day after expiration.

How does Open Text plan to fund the tender offer?

Open Text intends to use cash on hand and proceeds from its previously announced and priced concurrent senior secured notes offering to fund consideration for notes accepted for purchase.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/25/2026 - 08:02 AM Accepted by SEC EDGAR 09/25/2026 - 08:01 AM Learn about SEC filing dates

0001002638false00010026382026-09-252026-09-25

 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 25, 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 25, 2026, Open Text Corporation (the “Company”) issued a press release announcing that the Company has amended certain terms of its previously announced cash tender offer for its outstanding 3.875% Senior Notes due 2028.

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.

Item 9.01 Financial Statements and Exhibits

(d)    Exhibits

Exhibit No.						Description
99.1						Press Release, dated September 25, 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 25, 2026

By:

/s/ Michael F. Acedo

Michael F. Acedo EVP, Chief Legal Officer & Corporate Secretary

Exhibit 99.1

OpenText Announces Amendments to its Previously Announced Tender Offer for a Portion of its Outstanding 3.875% Senior Notes due 2028

Waterloo, ON, September 25, 2026 – Open Text Corporation (the “Company” or “OpenText”) (NASDAQ: OTEX), (TSX: OTEX) today announced it has amended certain terms of its previously announced cash tender offer (the “Tender Offer”) for its outstanding 3.875% Senior Notes due 2028 (the “Bonds”). The Tender Offer is made on the terms and subject to the conditions set forth in the related Offer to Purchase dated September 23, 2026 (the “Offer to Purchase”), as modified by this press release. As previously announced, the Company intends to use cash on hand, in addition to the proceeds from the previously announced and priced concurrent senior secured notes offering, to fund the consideration for a portion of its outstanding Bonds accepted for purchase in the Tender Offer. Capitalized terms used but not defined in this press release have the meanings given to them in the Offer to Purchase.

Under the amended terms, the Company has (i) reduced the “Aggregate Maximum Tender Amount” for its outstanding Bonds from $450 million to $300 million aggregate principal amount and (ii) extended (x) the Withdrawal Deadline to 5:00 p.m., New York City time, on September 30, 2026 (originally September 29, 2026), (y) the Price Determination Date to 3:00 p.m., New York City time, on September 30, 2026 (originally September 29, 2026) and (z) the Expiration Date to 5:00 p.m., New York City time, on September 30, 2026 (originally September 29, 2026). The Settlement Date for Bonds validly tendered at or prior to the Expiration Date and accepted for purchase is expected to be October 2, 2026, the second business day after the Expiration Date (“T+2”). Except as set forth herein, all other terms and conditions of the Tender Offer, including the Financing Condition, as described in the Offer to Purchase remain unchanged.

The Company has retained RBC Capital Markets, LLC and Citigroup Global Markets Inc. to serve as Dealer Managers for the Tender Offer. Global Bondholder Services Corporation has been retained to serve as the Tender and Information Agent for the Tender Offer. Questions regarding the Tender Offer may be directed to RBC Capital Markets, LLC, Attention: Liability Management Team, Phone: (212) 618-7843, Toll-Free: (877) 381-2099, Email: liability.management@rbccm.com, and Citigroup Global Markets Inc., Attention: Liability Management Group, Toll Free: (800) 558-3745, Collect: (212) 723-6106, Email: ny.liabilitymanagement@citi.com. Requests for the Offer to Purchase may be directed to Global Bondholder Services Corporation at (212) 430-3774 (for banks and brokers only) and (855) 654-2014 (for all others toll-free), and by email at contact@gbsc-usa.com. Additionally, copies of the Offer to Purchase are available at the following webpage: https://www.gbsc-usa.com/opentext/.

This press release shall not constitute an offer to purchase or a solicitation of an offer to purchase the Bonds. The Company is making the Tender Offer only by, and pursuant to, the terms of the Offer to Purchase, as modified by this press release. None of the Company, the Dealer Managers, or the Tender and Information Agent makes any recommendation as to whether Holders of the Bonds should tender or refrain from tendering their Bonds. Holders of the Bonds must consult their own investment and tax advisors and make their own decisions as to whether to tender their Bonds and, if so, the principal amount of the Bonds to tender. The Tender Offer is not being made to Holders of the Bonds in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Tender Offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made on behalf of the Company by the Dealer Managers, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of any securities, including the senior secured notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. The senior secured notes and the related guarantees were offered in the United States pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), and were not offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act), except to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A under the Securities Act and to certain persons in offshore transactions in reliance on Regulation S under the Securities Act.

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, including about the previously announced and priced concurrent senior secured notes offering, as well as the Tender Offer 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.

Copyright © 2026 OpenText. All Rights Reserved. Trademarks owned by OpenText. One or more patents may cover this product(s).

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 11.4 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.2 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.7 KB