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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): July 17, 2026
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Open Text Corporation
(Exact name of Registrant as specified in its charter)
______________________
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| 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:
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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. ☐
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 17, 2026, Open Text Corporation (“OpenText” or the “Company”) announced the appointment of Jill Larsen to its board of directors (the “Board”) effective immediately.
Ms. Larsen currently serves as Chief People Officer at Synopsys, Inc., a publicly traded global technology company. Prior to Synopsys, Ms. Larsen served as a Chief People Officer and C-suite executive in global public and private companies including PTC, Medidata, Cisco Systems, EMC, and SunGard. Ms. Larsen earned a B.A. in Communications & English from Boston College and an M.S. in HR Management from Emmanuel College. She is a certified Professional in Human Resources and a member of the National Association of Corporate Directors.
Ms. Larsen will participate in OpenText’s Director’s Deferred Share Unit Plan (the “DSU Plan”), whereby any non-management director of OpenText may elect to defer all or part of their retainer and/or fees in the form of common shares. A copy of the DSU Plan is filed as Exhibit 10.4 to OpenText’s Annual Report on Form 10-K for the year ended June 30, 2025, filed with the Securities and Exchange Commission on August 7, 2025. In addition, Ms. Larsen will receive compensation for her service on the Board consistent with OpenText’s standard compensation practice for non-employee directors.
The Board has determined that Ms. Larsen is independent and meets the applicable director independence provisions of National Instrument 58-101 – Disclosure of Corporate Governance Practices, the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, and the applicable rules of NASDAQ and Toronto Stock Exchange. There is no arrangement or understanding between Ms. Larsen and any other person pursuant to which she was appointed, and there are no family relationships between Ms. Larsen and any director or executive officer of the Company or related transactions between Ms. Larsen and the Company that are required to be reported.
In conjunction with Ms. Larsen’s appointment to the Board, OpenText further announced that Kristen Ludgate has notified the Company of her decision to resign from the Board. Ms. Ludgate’s resignation from the Board was for personal reasons and was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Company accepted Ms. Ludgate’s resignation, effective July 17, 2026.
On July 17, 2026, OpenText issued a press release announcing the appointment of Ms. Larsen and resignation of Ms. Ludgate, a copy of which is filed herewith as Exhibit 99.1.
Incorporated by reference is a press release issued by OpenText on July 17, 2026, which is attached hereto as Exhibit 99.1.
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| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit No. | | Description |
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| 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.
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| | | OPEN TEXT CORPORATION |
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| July 17, 2026 | | By: | /s/ Michael F. Acedo |
| | | | | Michael F. Acedo
EVP, Chief Legal Officer & Corporate Secretary |