Open Text (NASDAQ: OTEX) signs $150M Vertica divestiture deal with Rocket Software

Rhea-AI Filing Summary

Open Text Corporation has signed a definitive agreement to sell Vertica, a part of its non-core Analytics portfolio, to Rocket Software Inc. for US$150 million in cash, before taxes, fees and other adjustments. The transaction reflects Open Text’s move to divest non-core assets and focus its portfolio. The agreement details were first shared through a company press release that is included with this filing as an exhibit.

Insights

Technology M&A and corporate strategy analyst

Open Text is monetizing a non-core asset with a US$150 million Vertica sale.

Open Text Corporation has reached a definitive agreement to divest Vertica, described as part of its non-core Analytics portfolio, to Rocket Software Inc. for US$150 million in cash, before taxes, fees and other adjustments. This suggests a deliberate portfolio streamlining rather than an expansion move.

The cash consideration provides additional financial resources, while removing a non-core analytics business from the group. Actual financial impact will depend on Vertica’s prior contribution and post-closing tax and fee adjustments, which are not detailed in the excerpt.

The agreement status is described as “definitive,” indicating that key terms have been formally set, though completion would typically still depend on customary closing conditions described outside this excerpt. Further information is referenced in the attached press release dated February 2, 2026.

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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): February 2, 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 February 2, 2026, Open Text Corporation (the “Company”) issued a press release that it has reached a definitive agreement to divest Vertica, a part of its non-core Analytics portfolio, to Rocket Software Inc. for US$150 million in cash, before taxes, fees and other adjustments. A copy of the press release issued by the Company on February 2, 2026 is attached hereto as Exhibit 99.1.

Item  9.01. Financial Statements and Exhibits

(d)    Exhibits

Exhibit No.						Description
99.1						Press release issued by Open Text Corporation on February 2, 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

February 2, 2026

By:

/s/ Michael F. Acedo

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

FAQ

What transaction did Open Text Corporation (OTEX) announce regarding Vertica?

Open Text announced a definitive agreement to divest Vertica, part of its non-core Analytics portfolio, to Rocket Software Inc. for US$150 million in cash. This move reflects a strategic step to shed non-core operations and streamline its overall business portfolio.

How much will Open Text (OTEX) receive from the Vertica divestiture?

Open Text will receive US$150 million in cash from the divestiture of Vertica to Rocket Software Inc., before taxes, fees and other adjustments. The filing does not quantify Vertica’s prior financial contribution, but confirms the gross cash consideration for the transaction.

Who is buying Vertica from Open Text Corporation (OTEX)?

Rocket Software Inc. is buying Vertica from Open Text Corporation under a definitive agreement. Vertica is identified as part of Open Text’s non-core Analytics portfolio, and Rocket Software will become the new owner once all conditions to closing are satisfied outside this excerpt.

How does Open Text (OTEX) describe Vertica in this transaction?

Open Text describes Vertica as a part of its non-core Analytics portfolio in connection with the divestiture. This wording signals that Vertica is not viewed as central to Open Text’s core strategy, helping explain why the business is being sold for cash to Rocket Software Inc.

Where can investors find more details on Open Text’s (OTEX) Vertica sale?

More details are available in the press release that Open Text issued on February 2, 2026, attached as Exhibit 99.1. The 8-K notes that this press release covers the definitive Vertica divestiture agreement with Rocket Software Inc. for US$150 million in cash consideration.