[8-K] OPEN TEXT CORP Reports Material Event

Rhea-AI Filing Summary

OpenText Corporation has appointed Ayman Antoun as Chief Executive Officer and a member of its Board of Directors, effective April 20, 2026. He will succeed James McGourlay, who has been serving as Interim CEO after a search process.

After the transition, Mr. McGourlay will move into another role on OpenText’s Executive Leadership Team, while P. Thomas Jenkins will shift from Executive Chair and Chief Strategy Officer back to Chair of the Board. Mr. Antoun brings over 35 years of executive experience, including roles as President of Americas at a major technology company, President of Canada and General Manager of Global Technology Services, and leadership positions at Bell Canada.

OpenText and Mr. Antoun have entered into an employment agreement effective April 20, 2026, detailed in Exhibit 10.1. He will not receive additional compensation for serving on the Board and will not join any Board committees. The company also issued a press release about his appointment, filed as Exhibit 99.1.

Insights

Corporate governance analyst

OpenText names a permanent CEO, formalizing leadership after an interim period.

OpenText is transitioning from an interim to a permanent leadership structure by appointing Ayman Antoun as CEO and director, effective April 20, 2026. This clarifies the company’s long-term executive leadership following a search process and consolidates CEO and board responsibilities in one individual.

James McGourlay, the Interim CEO, will remain within the Executive Leadership Team, and P. Thomas Jenkins will return to the role of Chair of the Board. This preserves continuity of senior leadership while redefining responsibilities. An employment agreement for Mr. Antoun is documented in Exhibit 10.1, and a press release is provided in Exhibit 99.1.

Investors may focus on how Mr. Antoun’s extensive executive background, including his prior President-level roles and current external board memberships, shapes OpenText’s strategic direction once he assumes the CEO position on April 20, 2026. Subsequent company communications may further describe his priorities and initiatives.

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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): January 28, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 29, 2026, Open Text Corporation (“OpenText” or the “Company”) announced the appointment of Ayman Antoun as Chief Executive Officer and a member of the Board of Directors (the “Board”) of the Company, effective April 20, 2026. Mr. Antoun succeeds James McGourlay, who continues to serve as Interim Chief Executive Officer, following a thoughtful search process. Upon the transition, Mr. McGourlay will move to a role within the Executive Leadership Team at OpenText and P. Thomas Jenkins, currently serving as OpenText’s Executive Chair and Chief Strategy Officer, will return to the role of Chair of the Board.

Mr. Antoun, age 60, has held numerous executive roles over 35 years at IBM, most recently serving as President of IBM Americas from 2020 to 2023, and before that as President of IBM Canada and General Manager, Global Technology Services. He was also Senior Vice President of Business Market Sales at Bell Canada from 2013 to 2015. Mr. Antoun currently serves as a board member of TD Bank and CAE. He holds a Bachelor of Science in Electrical Engineering from the University of Waterloo and is a graduate of the Harvard Business School’s Executive program in financial analysis, business management and strategic planning.

In connection with Mr. Antoun’s appointment as Chief Executive Officer, the Company entered into an employment agreement with Mr. Antoun effective April 20, 2026. For full details of the employment agreement, please see Exhibit 10.1 attached hereto, which is incorporated herein by reference.

There is no arrangement or understanding between Mr. Antoun and any other person pursuant to which he was appointed, and there are no family relationships between Mr. Antoun and any director or executive officer of the Company or related transactions between Mr. Antoun and the Company that are required to be reported. Mr. Antoun will not receive any additional compensation for his service as a member of the Board and will not be appointed to any committees of the Board.

On January 29, 2026, OpenText issued a press release announcing such appointment, a copy of which is filed herewith as Exhibit 99.1.

Item  9.01. Financial Statements and Exhibits

(d)    Exhibits

Exhibit No.						Description
10.1						Employment agreement between the Company and Ayman Antoun effective April 20, 2026.
99.1						Press Release, dated January 29, 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

January 29, 2026

By:

/s/ Michael F. Acedo

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