Open Text Corporation filed an 8-K with the U.S. Securities and Exchange Commission on September 23, 2026, announcing the pricing of a $1 billion senior secured notes offering in two tranches under Rule 144A and Regulation S.

Key Highlights

  • Two-tranche offering: $500 million of 6.700% senior secured notes due 2031 and $500 million of 7.150% senior secured notes due 2033, according to the filing.
  • Total principal: $1 billion in aggregate principal amount priced across both tranches.
  • Offering structure: The notes were priced pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended.
  • Exchange listing: OpenText common stock trades on the NASDAQ Global Select Market under the symbol OTEX (NASDAQ:OTEX).
  • Signing authority: The filing was signed by Michael F. Acedo, EVP, Chief Legal Officer and Corporate Secretary.

OpenText Discloses Pricing of Dual-Tranche Senior Secured Notes

According to the 8-K filed on September 23, 2026, Open Text Corporation announced the pricing of two separate tranches of senior secured notes. The first tranche consists of $500 million in principal amount bearing an interest rate of 6.700%, with a maturity date in 2031. The second tranche consists of $500 million in principal amount bearing an interest rate of 7.150%, with a maturity date in 2033.

The company disclosed that the offering was conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended. These exemptions are commonly used for offerings to qualified institutional buyers and non-U.S. persons, though the filing does not elaborate further on the use of proceeds or other offering terms beyond what is stated in the press release filed as Exhibit 99.1.

The filing was submitted under Item 8.01 ("Other Events") and incorporates by reference the press release dated September 23, 2026, attached as Exhibit 99.1. Open Text Corporation is incorporated in Canada and maintains its principal executive offices at 275 Frank Tompa Drive, Waterloo, Ontario, Canada N2L 0A1.

What Was Disclosed

Open Text Corporation reported the pricing of $500 million of 6.700% senior secured notes due 2031 and $500 million of 7.150% senior secured notes due 2033, offered under Rule 144A and Regulation S, in an 8-K filed September 23, 2026.