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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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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): June 26, 2025

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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:


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 June 26, 2025, the Board of Directors (the “Board”) of Open Text Corporation (“OpenText”) announced the appointment of Kristen Ludgate to its board of directors. Ms. Ludgate is a seasoned executive and strategic advisor on global workforce and human resource strategies. Most recently, Ms. Ludgate served as Chief People Officer at HP Inc.

Prior to joining HP, Ms. Ludgate spent more than 15 years at 3M Company, with her most recent role as Executive Vice President and Chief Human Resources Officer. Ms. Ludgate has a bachelor's degree from Bowdoin College and a J.D. from University of Minnesota Law School. Ms. Ludgate currently serves on the Board of Directors of Associated Bank, a publicly-traded bank, and is a member of their Compensation and Benefits and Corporate Governance and Social Responsibilities committees.

Ms. Ludgate 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 his or her 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, 2024, filed with the Securities and Exchange Commission on August 1, 2024. In addition, Ms. Ludgate will receive compensation for her service on the Board consistent with OpenText’s standard compensation practice for non-employee directors.

On June 26, 2025, OpenText issued a press release announcing the appointment of Ms. Ludgate to the Board, a copy of which is filed herewith as Exhibit 99.1.

Item 8.01. Other Events.

Incorporated by reference is a press release issued by OpenText on June 26, 2025, which is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits


Exhibit No.						Description

99.1						Press Release, dated June 26, 2025.
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

June 26, 2025

By:

/s/ Michael F. Acedo

Michael F. Acedo

Executive Vice-President, Chief Legal Officer & Corporate Secretary

EX-99.1 2 pressreleaseboardappointme.htm EX-99.1 Document

Exhibit 99.1

OpenText Appoints Kristen Ludgate to Board of Directors

Waterloo, ON, June 26, 2025 - Open Text Corporation (NASDAQ: OTEX), (TSX: OTEX), today announced the appointment of Kristen Ludgate to its board of directors. Ms. Ludgate is a seasoned executive and strategic advisor on global workforce and human resource strategies. Most recently, Ms. Ludgate served as Chief People Officer at HP Inc., a global publicly traded technology company with a broad product and services portfolio. At HP, Ms. Ludgate helped HP through significant transformation, deploying future-of-work strategies, strengthening leadership development, evolving culture, and implementing talent management and skills platforms.

“I am very pleased to welcome Kristen to the OpenText Board,” said Tom Jenkins, Chair of the Board of Directors. “She is a seasoned technology executive with extensive expertise in overseeing people, culture, workforces, and human resources strategies, functions, and programs. Kristen’s appointment reflects the Board’s ongoing commitment to board refreshment, which has seen five new directors with diverse skillsets added in the past five years. Her extensive expertise in executive compensation will further bolster the Board’s compensation governance standards, in line with shareholder expectations.”

Prior to joining HP, Ms. Ludgate spent more than 15 years at 3M Company, with her most recent role as Executive Vice President and Chief Human Resources Officer, where she led People & Culture as a key strategic priority. She held multiple legal and executive roles at 3M, leading global teams in legal, compliance, human resources, and communications.

Ms. Ludgate has a bachelor's degree from Bowdoin College and a J.D. from University of Minnesota Law School. Ms. Ludgate currently serves on the Board of Directors of Associated Bank, a publicly-traded bank, and is a member of their Compensation and Benefits and Corporate Governance and Social Responsibilities committees.

About OpenText

OpenText is the leading Information Management software and services company in the world. We help organizations solve complex global problems with a comprehensive suite of Business Clouds, Business AI, and Business Technology. For more information about OpenText (NASDAQ/TSX: OTEX), please visit us at https://www.opentext.com.

For more information, please contact:

Greg Secord

Vice President, Global Head of Investor Relations

Open Text Corporation

415-963-0825

investors@opentext.com

Copyright ©2025 Open Text. OpenText is a trademark or registered trademark of Open Text. The list of trademarks is not exhaustive of other trademarks. Registered trademarks, product names, company names, brands and service names mentioned herein are property of Open Text. All rights reserved. For more information, visit: https://www.opentext.com/about/copyright-information.