OpenText sells Vertica unit for US$150 million

OpenText Corporation has completed the divestiture of 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.

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Form Type

8-K

Rhea-AI Filing Summary

OpenText Corporation has completed the divestiture of 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 is described as consistent with OpenText’s non-core divestiture strategy and disciplined capital allocation.

OpenText intends to use the net cash proceeds from the Vertica sale to reduce outstanding debt, shifting its balance sheet toward lower leverage. Under the agreement, Vertica’s software, client contracts, and associated services and employees will transfer to Rocket Software, narrowing OpenText’s focus on its core data management and enterprise AI businesses.

Positive

Completed US$150 million non-core divestiture: OpenText closed the sale of Vertica, a non-core structured data analytics platform, to Rocket Software for US$150 million in cash before taxes, fees and other adjustments, aligning with its stated non-core divestiture and capital allocation strategy.
Debt reduction focus: The company intends to apply net proceeds from the Vertica transaction to reduce outstanding debt, which can support a stronger balance sheet and lower interest expense over time.

Negative

None.

Insights

OpenText monetizes a non-core asset for US$150 million to help pay down debt.

OpenText has closed the sale of Vertica, a non-core structured data analytics platform, to Rocket Software for US$150 million in cash before taxes, fees and other adjustments. Management positions this as part of an ongoing non-core divestiture strategy and disciplined capital allocation.

The company states it intends to use the net proceeds to reduce outstanding debt, which can modestly strengthen the balance sheet and lower interest expense, depending on its debt profile. Vertica’s software, client contracts, services and employees move to Rocket Software, which simplifies OpenText’s portfolio around its core data management and enterprise AI offerings.

Since this is a completed cash transaction announced on May 11, 2026, execution risk on closing is effectively removed. Future company filings may provide additional detail on the debt repaid and any resulting impacts on interest costs and segment reporting following the Vertica divestiture.

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

Vertica sale value: US$150 million cash Use of proceeds: US$150 million gross proceeds Announcement date: May 11, 2026

3 metrics

Vertica sale value US$150 million cash Divestiture consideration before taxes, fees and other adjustments

Use of proceeds US$150 million gross proceeds Intended application toward reducing outstanding debt

Announcement date May 11, 2026 Date OpenText announced completion of Vertica divestiture

Key Terms

divestiture, non-core Analytics portfolio, disciplined approach to capital allocation, forward-looking statements, +1 more

5 terms

divestiture financial

"announced the completion of its divestiture of Vertica to Rocket Software Inc."

Divestiture is the process of selling or getting rid of a part of a company, such as a division or asset. It often happens when a business wants to focus on its core activities or improve its finances. For investors, divestitures can signal strategic shifts or influence the company's value, affecting investment decisions.

non-core Analytics portfolio financial

"the divestiture of Vertica, a part of its non-core Analytics portfolio"

disciplined approach to capital allocation financial

"consistent with our non-core divestiture strategy and our disciplined approach to capital allocation"

forward-looking statements regulatory

"Certain statements in this press release may contain words considered forward-looking statements or information"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

enterprise AI technical

"a global leader in data management for enterprise AI"

Enterprise AI is the use of advanced computer algorithms and machine learning across a company’s operations to automate tasks, analyze large amounts of data, and improve decisions—think of it as a smart assistant that learns from a business’s own information. It matters to investors because successful adoption can boost revenue, cut costs, and create competitive advantages that affect margins and growth potential, while failed or costly rollouts can become a financial drag.

FAQ

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

What transaction did OpenText (OTEX) announce regarding Vertica?

OpenText announced it has completed the divestiture of Vertica, a part of its non-core Analytics portfolio, to Rocket Software Inc. The deal is a cash transaction described as consistent with OpenText’s non-core divestiture strategy and disciplined approach to capital allocation.

How much did OpenText (OTEX) receive for the Vertica divestiture?

OpenText received US$150 million in cash before taxes, fees and other adjustments for Vertica. This consideration represents the agreed purchase price under the transaction with Rocket Software and provides fresh liquidity that the company plans to use primarily for debt reduction.

How will OpenText (OTEX) use the Vertica sale proceeds?

OpenText intends to use the net proceeds from the Vertica divestiture to reduce outstanding debt. Applying cash from a non-core asset sale toward debt repayment can lower leverage and interest expense, while allowing management to focus capital on core business priorities.

What assets are transferring in the Vertica sale by OpenText (OTEX)?

Under the agreement, Vertica’s software, client contracts, and associated services and employees will transfer from OpenText to Rocket Software. This moves the entire structured data analytics platform to the buyer and streamlines OpenText’s portfolio toward its core data management and enterprise AI offerings.

Why is Vertica considered non-core for OpenText (OTEX)?

OpenText describes Vertica as part of its non-core Analytics portfolio and frames the deal as a non-core divestiture. Management indicates the transaction lets the company concentrate investment in its core businesses around data management and enterprise AI, consistent with its capital allocation priorities.

When did OpenText (OTEX) complete the Vertica divestiture?

OpenText stated on May 11, 2026 that it had successfully completed the divestiture of Vertica to Rocket Software. The same date appears on the accompanying press release and related report, confirming that closing of the transaction had already occurred at the time of the announcement.

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

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Accepted by SEC EDGAR 05/11/2026 - 09:01 AM EDT

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): May 11, 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 May 11, 2026, Open Text Corporation (the “Company”) issued a press release that it has successfully completed the divestiture of 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 May 11, 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 May 11, 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

May 11, 2026

By:

/s/ Michael F. Acedo

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

Exhibit 99.1

OpenText Completes US$150 Million Divestiture of Non-Core Vertica to Rocket Software

Transaction advances OpenText's strategy, divesting non-core structured data analytics platform

WATERLOO, ON – May 11, 2026 – Open Text™ Corporation (NASDAQ/TSX: OTEX), a global leader in data management for enterprise AI, today announced the completion of its divestiture of Vertica to Rocket Software Inc., a Bain Capital portfolio company, for US$150 million in cash before taxes, fees, and other adjustments.

"This transaction is consistent with our non-core divestiture strategy and our disciplined approach to capital allocation. The divestiture of Vertica demonstrates that commitment in action, allowing us to concentrate investment in our core businesses,” Ayman Antoun, Chief Executive Officer, OpenText. “This is how we optimize to grow and deliver sustained value creation for our clients, partners, and shareholders."

OpenText intends to use the net proceeds from the divestiture to reduce outstanding debt.

Under the terms of the agreement, the software, client contracts, and associated services and employees will be transferred to Rocket Software.

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. Learn more at www.opentext.com.

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 about the operating environment, economies and markets in which the company 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 the company 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 SEC 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. Further, readers should note that we may announce information using our website, press releases, securities law filings, public conference calls, webcasts and the social media channels identified on the Investors section of our website (https://investors.opentext.com). Such social media channels may include the Company's or our CEO's blog, X, formerly known as Twitter, account or LinkedIn account. The information posted through such channels may be material. Accordingly, readers should monitor such channels in addition to our other forms of communication.

Contact

Amelia Vierra

OpenText

media@opentext.com

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Press Releases

EX-99.1 EX-99.1 7.8 KB

OpenText sells Vertica unit for US$150 million