Open Text Corporation

Item 1.01 Entry into a Material Definitive Agreement. On December 9, 2025, the shareholders of Open Text Corporation (the “Company”) approved the continuance, amendment and restatement of the shareholder rights plan (the “Amended Rights Plan”) that the Company and Computershare Investor Services Inc. (the “Rights Agent”) originally entered into as of November 1, 2004, and as previously amended and restated on December 6, 2007, December 2, 2010, September 26, 2013, September 23, 2016, September 4, 2019 and September 15, 2022 (the “Rights Plans”). The Rights Agent also acts as transfer agent for the Company, as trustee to the Company’s employee benefit trust and from time to time in connection with acquisitions, as escrow agent for the Company. The Amended Rights Plan continues (with the non-substantive changes described below) a right (which may only be exercised if a person acquires control of 20% or more of the Company's common shares (“Common Shares”)) for each shareholder, other than the person that acquires 20% or more of the Common Shares, to acquire additional Common Shares at one-half of the market price at the time of exercise. This significantly dilutes the share position of the person that acquires 20% or more of the Common Shares and practically prevents that person from acquiring control of 20% or greater of the Common Shares unless the Amended Rights Plan has been withdrawn or the buyer makes a Permitted Bid (as defined in the Amended Rights Plan). The most common approaches that a buyer may take to have the Amended Rights Plan withdrawn are to negotiate with the Board of Directors to have the Amended Rights Plan waived, or to apply to a securities commission to order withdrawal of the Amended Rights Plan if the Company cannot develop an auction. Both of these approaches will give the Board of Directors more time and control over any sale process and increase the likelihood of a better offer to the Company’s shareholders. The Amended Rights Plan is identical in all material respects to the prior Rights Plan approved at the annual meeting of shareholders held on September 15, 2022, subject to updates of a non-substantive, administrative or technical nature, including to update for the passage of time, updates for consistency and updates to permit the issuance and registration of rights under the Amended Rights Plan in book entry form. The Amended Rights Plan will remain in force until the earlier of the Termination Time (the time at which the right to exercise rights shall terminate pursuant to the Amended Rights Plan) and the termination of the 2028 annual meeting of the Company's shareholders unless at or prior to such meeting the Company's shareholders ratify the continued existence of the Amended Rights Plan, in which case the Amended Rights Plan would expire at the earlier of the Termination Time and the termination of the 2028 annual meeting of the Company's shareholders. The foregoing summary of the Amended Rights Plan does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amended Rights Plan, which is attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders. (a) At the Meeting, the proposals listed below were submitted to a vote of the shareholders. (b) The voting results for each proposal at the Meeting is set forth below. Shareholders holding 216,406,723 of the common shares of the Company representing 85.84% of the outstanding common shares were present or represented by proxy at the Meeting. Proposal 1 - Election of Directors The following table sets forth information regarding the election of each of the following nominees as directors of the Company until the next annual meeting of shareholders of the Company or until the successor of such director is duly elected or appointed: Outcome of Vote Vote For Votes Against Broker Non-Votes ─────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── (a) P. Thomas Jenkins Carried by ballot 204,795,917 96.27% 7,944,882 3.73% 3,663,477 (b) Randy Fowlie Carried by ballot 185,939,584 87.40% 26,801,215 12.60% 3,663,477 (c) David Fraser Carried by ballot 203,312,138 95.57% 9,428,661 4.43% 3,663,477 (d) John Hastings Carried by ballot 212,086,843 99.69% 653,959 0.31% 3,663,474 (e) Robert Hau Carried by ballot 211,960,450 99.63% 780,350 0.37% 3,663,476 (f) Goldy Hyder Carried by ballot 209,724,294 98.58% 3,016,506 1.42% 3,663,476 (g) Kristen Ludgate Carried by ballot 212,092,835 99.70% 647,967 0.30% 3,663,474 (h) Fletcher Previn Carried by ballot 212,097,309 99.70% 643,493 0.30% 3,663,474 (i) Annette Rippert Carried by ballot 209,374,004 98.42% 3,366,797 1.58% 3,663,475 (j) George Schindler Carried by ballot 212,101,602 99.70% 639,198 0.30% 3,663,476 (k) Margaret Stuart Carried by ballot 211,751,332 99.53% 989,470 0.47% 3,663,474 (l) Deborah Weinstein Carried by ballot 198,358,316 93.24% 14,382,484 6.76% 3,663,476 Proposal 2 - Re-Appointment of Independent Auditors The shareholders approved the re-appointment of KPMG LLP, Chartered Professional Accountants, as the independent auditors of the Company to hold office until the next annual meeting of shareholders or until a successor is appointed, as set forth below: Votes For Votes Withheld 191,233,305 (88.37%) 25,170,970 (11.63%) There was 1 broker non-vote. Proposal 3 - Continuance, Amendment and Restatement of the Shareholder Rights Plan The shareholders approved the continuance, amendment and restatement of the Shareholder Rights Plan, as set forth below: Votes For Votes Against 205,127,765 (96.42%) 7,613,036 (3.58%) There were 3,663,475 broker non-votes. Proposal 4 - Shareholder Advisory Vote on Executive Compensation (Say-on-Pay Vote) The results of the non-binding advisory vote on the Company’s approach to executive compensation are set forth below: Votes For Votes Against 191,153,095 (89.85%) 21,587,706 (10.15%) There were 3,663,475 broker non-votes.

Item 8.01 Other Events of Importance to Security Holders. On December 9, 2025, the Company issued a press release announcing the voting results for its election of directors at the Meeting held virtually earlier that day. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. P. Thomas Jenkins will continue to serve as Chair of the Board of Directors and Major-General (Ret.) David Fraser will continue to serve as the independent Lead Director of the Board of Directors.