OpenText (NASDAQ: OTEX) posts results and declares $0.275 dividend

Rhea-AI Filing Summary

Open Text Corporation has filed a current report highlighting its latest quarterly results announcement and a new cash dividend. The company issued a press release with financial results for the quarter ended December 31, 2025, which is attached as an exhibit.

The Board of Directors declared a cash dividend of $0.275 per common share, payable on March 20, 2026 to shareholders of record on March 6, 2026. The company reiterates its commitment to returning value through its dividend program, while emphasizing that future dividends will be determined each quarter at the Board’s discretion based on financial condition, cash needs and contractual limits under its credit agreements.

8-K Event Classification

3 items: 2.02, 8.01, 9.01

3 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

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, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 5, 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 2.02     Results of Operations and Financial Condition

The following information is furnished pursuant to Item 2.02, “Results of Operations and Financial Condition.”

On February 5, 2026, Open Text Corporation (the “Company”) issued a press release announcing its financial results for the quarter ended December 31, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

The information in this Item 2.02 and the exhibits attached hereto are furnished to, but not “filed” with, the Securities and Exchange Commission (“SEC”) and shall not be deemed to be incorporated by reference into any of the Company’s filings with the SEC under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 8.01    Other Events

The following information is filed pursuant to Item 8.01 “Other Events”.

Cash Dividends

Pursuant to the Company's dividend policy, the Board of Directors of the Company has declared a dividend of $0.275 per Common Share, payable on March 20, 2026, to the shareholders of the Company of record on March 6, 2026.

OpenText believes strongly in returning value to its shareholders and intends to maintain its dividend program. Any future declarations of dividends and the establishment of future record and payment dates are all subject to the final determination and discretion of the Board of Directors.

The declaration, payment and amount of any future dividends will be made pursuant to the Company's dividend policy and is subject to final determination each quarter by the Board of Directors in its discretion based on a number of factors that it deems relevant, including the Company's financial position, results of operations, available cash resources, cash requirements and alternative uses of cash that the Board of Directors may conclude would be in the best interest of the shareholders of the Company. Payment of dividends is also subject to relevant contractual limitations, including those in the Company's existing credit agreements. Accordingly, there can be no assurance that any future dividends will be equal or similar in amount to any dividends previously paid or that the Board of Directors will not decide to reduce, suspend or discontinue the payment of dividends in the future.

Item  9.01    Financial Statements and Exhibits

(d)    Exhibits

Exhibit No.						Description
99.1						Press release of financial results issued by Open Text Corporation on February 5, 2026.
101.INS						XBRL instance document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
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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 5, 2026

By:

/s/ STEVE RAI

Steve Rai Executive Vice President, Chief Financial Officer

Exhibit Index

Exhibit No.						Description
99.1						Press release of financial results issued by Open Text Corporation on February 5, 2026.
101.INS						XBRL instance document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
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101.DEF						Inline XBRL taxonomy extension definition linkbase.
101.LAB						Inline XBRL taxonomy extension label linkbase.
101.PRE						Inline XBRL taxonomy extension presentation.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

FAQ

What did OpenText (OTEX) disclose in its latest 8-K filing?

OpenText disclosed that it released financial results for the quarter ended December 31, 2025 and attached the earnings press release as an exhibit. The filing also announced a new quarterly cash dividend and provided details on its amount, record date, and payment date.

How much is OpenText’s new quarterly dividend and when will it be paid?

OpenText’s Board declared a quarterly cash dividend of $0.275 per common share. It will be payable on March 20, 2026 to shareholders of record on March 6, 2026, in line with the company’s stated dividend policy and Board discretion each quarter.

What is OpenText’s policy on future dividends after this $0.275 payment?

OpenText intends to maintain its dividend program but makes no guarantees about future amounts. Each quarter, the Board will decide dividend declarations based on financial position, operating results, available cash, cash needs, and other uses of cash it considers in shareholders’ best interests.

Are there any conditions or limitations on OpenText’s ability to pay dividends?

Yes. OpenText notes that dividend payments are subject to its financial condition, Board discretion and relevant contractual limits, including those in its existing credit agreements. The company cautions there is no assurance future dividends will match past levels and they may be reduced, suspended or discontinued.

Where can investors find OpenText’s detailed quarterly financial results for December 31, 2025?

Investors can review OpenText’s detailed results in the press release issued on February 5, 2026 for the quarter ended December 31, 2025. This press release is furnished as Exhibit 99.1 and includes the company’s financial performance and related commentary for the period.

Is OpenText’s earnings press release considered filed or furnished with the SEC?

The earnings press release and related Item 2.02 information are furnished, not filed, with the SEC. They are not incorporated by reference into other securities law filings, unless specifically stated, and are provided under the results of operations and financial condition disclosure item.