Reworded10-Q Nov 5, 2026 vs 10-K Aug 6, 2026
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Technology · IT Services
Open Text Corp OTEX
New risk paragraphs, branching off last year
Each branch is a paragraph in Risk Factors with nothing like it in the 10-K filed Aug 7, 2025. A box jumps to the paragraph as filed, below.
Paragraphs with nothing like them in last year's 10-K
8 paragraphs in Risk Factors of the 10-K filed Aug 6, 2026 with nothing like them in the 10-K filed Aug 7, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
In addition, as an increasing portion of our products and services is delivered through the cloud, we depend on third-party cloud infrastructure and platform providers to host and deliver our cloud offerings. Our business could be adversely affected if these providers experience outages, performance or capacity constraints, security vulnerabilities or service interruptions, if they change their pricing, terms or availability, or if they discontinue or limit services on which we rely. Any such disruption could impair the availability, performance or security of our cloud offerings, harm our reputation and relationships with clients, expose us to liability, and adversely affect our business, results of operations and financial condition.
The use of the Internet as a vehicle for electronic data interchange (EDI) and related services continues to raise numerous issues, including those relating to reliability, data security, data integrity and rapidly evolving
As client demand evolves toward AI-enabled enterprise workflows, the markets for our software products and services are intensely competitive and are subject to rapid technological change and other pressures created by changes in our industry. The convergence of many technologies has resulted in unforeseen competitors arising from companies that were traditionally not viewed as threats to our market position. In particular, our competitors may use AI tools to generate software code quickly and cheaply that replicates the functions of our software and related services, or may utilize AI technology to offer solutions that bypass our software products and services altogether, each of which would significantly negatively impact our business and the demand for our software products and services.
choose methods of data management delivery different from those which we offer, our business and operating results could also be materially adversely affected.
We conduct business globally and are subject to a complex, dynamic, and evolving international trade, tariff and regulatory environment. Our operations and client base span multiple countries, which subjects us to a broad
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Our use of a mixed workforce model, including remote, hybrid and in-office employees, and changes to our in-office requirements, subject us to operational challenges and risks, including risks to employee retention and morale.
“Controls and Procedures”, included elsewhere in this Annual Report on Form 10-K, for details on our internal controls over financial reporting for recent acquisitions.
in making an investment decision regarding our Common Shares. Further, any perceived failure to achieve such forward-looking statements or meet analysts’ and shareholders’ expectations could also materially reduce the market price or trading volume of our Common Shares.
Paragraphs in the 10-Q filed Nov 5, 2026 that were not in the one before
New in the latest 10-Q
60 paragraphs in the 10-Q filed Nov 5, 2026 with nothing like them in the 10-Q filed May 7, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
Financial statements and notes
Three Months Ended September 30, 2026 2025 ─────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Net income $ 155,300 $ 146,660 Other comprehensive income (loss)—net of tax: Net foreign currency translation adjustments 1,615 22,177 Unrealized gain (loss) on cash flow hedges: Unrealized gain (loss)—net of tax (1) (330) (1,675) (Gain) loss reclassified into net income—net of tax (2) 590 (112) Unrealized gain (loss) on available-for-sale financial assets: Unrealized gain (loss)—net of tax (3) (277) 161 Actuarial gain (loss) relating to defined benefit pension plans: Amortization of actuarial (gain) loss into net income—net of tax (4) (534) 5 Total other comprehensive income, net 1,064 20,556 Total comprehensive income 156,364 167,216 Comprehensive income attributable to non-controlling interests (53) (44) Total comprehensive income attributable to OpenText $ 156,311 $ 167,172
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Three Months Ended September 30, 2026 Common Shares and Additional Paid in Capital Treasury Stock Retained Accumulated Non-Controlling Interests Total
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Three Months Ended September 30, 2025 Common Shares and Additional Paid in Capital Treasury Stock Retained Accumulated Non-Controlling Interests Total
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Adjustments to reconcile net income to net cash provided by operating activities:
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Increase (decrease) in cash, cash equivalents and restricted cash during the period 27,321 (69,395)
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Show the other 55
Cash, cash equivalents and restricted cash at beginning of the period 957,254 1,158,106
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Cash, cash equivalents and restricted cash at end of the period $ 984,575 $ 1,088,711
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In the first quarter of Fiscal 2027, as part of the Company’s enterprise assessment, we reclassified certain products and disclosed an additional product category, Portfolio. The Portfolio category represents mature, non-core products that are primarily on-premise solutions, that we continue to provide maintenance and support services. The Company believes this presentation provides additional information regarding how management views revenue by product category.
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As a result of these changes, the Company’s data management solutions are now reported within eight product categories: Content, Business Network, IT Operations Management (ITOM), Cybersecurity (Enterprise), Cybersecurity (Small and Medium-Sized Businesses (SMB) & Consumer), Application Delivery Management (ADM), Analytics, and Portfolio.
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In addition, certain products were reclassified from the Cybersecurity (Enterprise) product category to the Cybersecurity (SMB & Consumer) product category. Historical revenues related to the eDOCS business, which was divested in Fiscal 2026, and previously included in Analytics, were reclassified to the Portfolio product category.
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Prior period amounts have been reclassified to conform to the current period presentation. These reclassifications affected only the presentation of revenue by product category and had no impact on previously reported consolidated revenue, operating income, net income, earnings per share, or cash flows.
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The following table disaggregates total revenue and total cloud services and subscription revenue by product category for the periods indicated:
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The following table presents revenue by product category for the three months ended September 30, 2025 as previously reported, as well as the impact of the reclassification to the current presentation following the establishment of the Portfolio product category:
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During the three months ended September 30, 2026, lease income was immaterial and future contractual minimum lease payments (excluding operating expense reimbursements) to be received by the Company as of September 30, 2026 were also immaterial.
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On October 2, 2026, the Company used net proceeds from the issuance of the Senior Secured Notes 2031 (as defined below) and Senior Secured Notes 2033 (as defined below), together with cash on hand, to fund the purchase and cancellation of $ 300.0 million of the aggregate outstanding principal amount of the Senior Notes 2028 that were validly tendered and accepted for purchase in the previously announced cash tender offer. See Note 24, “Subsequent Events” for more details.
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On December 1, 2022, the Company issued $ 1.0 billion in aggregate principal amount of senior secured notes due 2027 (Senior Secured Notes 2027, and together with the Senior Notes 2031, Senior Notes 2030, Senior Notes
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On October 2, 2026, the Company redeemed in full and cancelled its outstanding $ 1.0 billion aggregate principal amount of the Senior Secured Notes 2027. See Note 24 “Subsequent Events” for more details.
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On October 1, 2026, the Company issued $ 500 million in aggregate principal amount of 6.70 % senior secured notes due 2031 (Senior Secured Notes 2031) and $ 500 million in aggregate principal amount of 7.15 % senior secured notes due 2033 (Senior Secured Notes 2033). The Company used the net proceeds from the issuance, along with cash on hand, to fund the redemption and cancellation in full of the Senior Secured Notes 2027 and the cash tender offer for a portion of the Senior Notes 2028. See Note 24 “Subsequent Events” for more details.
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On October 1, 2026, we amended the Revolver to, among other things, extend its maturity from December 19, 2028 to October 1, 2031, subject to certain conditions. See Note 24, “Subsequent Events” for more details.
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As of September 30, 2026, in connection with the amendment of the Revolver, and the issuance of the Senior Secured Notes 2031 and Senior Secured Notes 2033, we capitalized deferred financing costs of $ 1.4 million, and $ 5.9 million, respectively. These costs are included in Other assets on the Condensed Consolidated Balance Sheet as of September 30, 2026.
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Additionally, as of September 30, 2026, we recorded an accrual within Accounts payable and accrued liabilities and a corresponding charge to Retained earnings of $ 8.0 million, (as of September 30, 2025 - $ 25.0 million), representing the estimated value of Common Shares expected to be repurchased following the fiscal quarter ended September 30, 2026 pursuant to the ASPP.
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(2) Represents the undiscounted future minimum lease payments relating to operating leases signed but not yet commenced as of September 30, 2026.
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September 30, Instrument Income Statement Location 2026 2025 ────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Derivatives designated as hedges: Cash flow hedge Operating expenses $ (803) $ 153 Net investment hedge Interest and other related expense, net 246 124 Derivatives not designated as hedges: Cross currency swap contracts Other income (expense), net 7,558 7,843 Cross currency swap contracts Interest and other related expense, net 223 136 Total $ 7,224 $ 8,256
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These measures are used to evaluate and measure financial performance and to make key decisions, by comparing results versus historical financial information. The CODM uses these measures while deciding how to allocate resources as a benchmark to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital.
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(3) Other segment items include Interest and other related expense, net, Amortization of acquired technology-based intangible assets, Amortization of acquired client-based intangible assets, share-based compensation expense, Special charges (recoveries), and Other income (expense), net.
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On October 2, 2026, the Company used the net proceeds from the issuance, along with cash on hand, to fund the redemption in full and cancellation of the outstanding $ 1.0 billion aggregate principal amount of Senior Secured Notes 2027, including the applicable redemption premium, accrued and unpaid interest and related costs and expenses.
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On October 2, 2026, the Company purchased and cancelled $ 300.0 million of the aggregate outstanding principal amount of the Senior Notes 2028 pursuant to a cash tender offer.
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uncertainties and contingencies regarding future events and, as such, are subject to change. We can give no assurance that such estimates, beliefs and assumptions will prove to be correct.
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Incorporated in 1991, OpenText is a leading global provider of trusted context and connected data for credible enterprise AI outcomes. We give clients the choice to transform and operate at their best: deployment on-premise or in the cloud, with the type of cloud they need, public, private or sovereign, and to integrate with any enterprise-grade language model, to meet business, security, and regulatory obligations. We operate across the private, public, and highly regulated sectors including retail, financial services, government, manufacturing, healthcare, energy, and logistics.
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As enterprise adoption of AI continues to evolve, organizations increasingly require trusted, governed enterprise data with context to deploy AI effectively. OpenText’s solutions portfolio build on the Company’s longstanding data management capabilities to help clients meet those evolving requirements. OpenText’s solutions portfolio manages and govern the creation, capture, use, analysis, and lifecycle of structured and unstructured enterprise data. We help organizations move confidently from AI experimentation to agentic AI at scale while meeting privacy and compliance requirements.
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By supporting clients wherever they are in their AI journey, we aim to build long-term, high-value client relationships. Our AI-first solutions are available across a combination of private, public and sovereign cloud, managed cloud services, Application Programming Interface and on-premise environments. This deployment flexibility enables organizations to operate across hybrid and multi-cloud environments while meeting operational, security, and regulatory obligations. Our investments in research and development (R&D) drive ongoing innovation in AI, cloud, and cybersecurity, seeking to increase the value of our offerings to our existing and prospective client base, which includes global enterprises, small and medium-sized businesses (SMBs), regulated industries, governments, and other clients around the world.
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On October 1, 2026, the Company issued $500 million in aggregate principal amount of 6.70% senior secured notes due 2031 (Senior Secured Notes 2031) and $500 million in aggregate principal amount of 7.15% senior secured notes due 2033 (Senior Secured Notes 2033). On October 2, 2026, the Company used the net proceeds from the issuance of the Senior Secured Notes 2031 and the Senior Secured Notes 2033, along with cash on hand, to fund (i) the redemption in full and cancellation of the outstanding $1.0 billion aggregate principal amount of Senior Secured Notes 2027, including the applicable redemption premium, accrued and unpaid interest and related costs and expenses, and (ii) the purchase and cancellation of $300.0 million of the aggregate outstanding principal amount of the Senior Notes 2028 pursuant to a cash tender offer. In addition, on October 1, 2026, the Company amended its $750.0 million committed revolving credit facility (the Revolver) to, among other things, extend its
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As of November 5, 2026, the Company maintains its full year Fiscal 2027 outlook, which remains unchanged following the product category reclassifications made as part of the enterprise assessment. See Note 3, “Revenues” to the Condensed Consolidated Financial Statements for additional information regarding the product category reclassifications. The Company’s outlook is as follows:
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(1) Total revenues (as reported) includes the expected unfavourable foreign currency impact of approximately $30 million in Fiscal 2027.
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(2) Total revenues growth from Content, Business Network, ITOM, and Cybersecurity (Enterprise) product categories in constant currency excludes the expected unfavourable foreign currency impact of approximately $25 million in Fiscal 2027. Divestitures did not impact these product categories.
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(3) Total cloud services and subscriptions revenues growth from Content, Business Network, ITOM, and Cybersecurity (Enterprise) product categories in constant currency excludes the expected unfavourable foreign currency impact of approximately $5 million in Fiscal 2027. Divestitures did not impact these product categories.
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The forward-looking measures and the underlying assumptions involve significant known and unknown risks and uncertainties including the risks described above and in part II, Item 1A “Risk Factors” herein and the
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Divestitures and foreign currency exchange rate fluctuations can affect the comparability of our financial results between periods, particularly with respect to revenues. We believe setting Fiscal 2027 outlook metrics in constant currency and excluding divested revenues enhances transparency and facilitates meaningful period-to-period comparisons of our underlying performance. See “Impact on Revenues of Divested Businesses and Foreign Currency” (under “Results of Operations”) for additional information.
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In addition, we intend to continue our disciplined capital allocation program with our debt reduction, organic growth investments, quarterly dividend and share repurchase program. See Note 24 “Subsequent Events” to the Condensed Consolidated Financial Statements for additional information.
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As previously announced during the fourth quarter of Fiscal 2026, we launched an enterprise assessment, a strategic review of every part of our business, to identify actions to lay the foundation for our multi-year plan to grow shareholder value. This assessment focuses on a number of areas including our go-to-market strategy, portfolio composition and differentiation, sales and marketing enablement, our talent and culture, and execution model. The product category reclassifications and disclosure of the Portfolio category during the first quarter of Fiscal 2027, were a result of the enterprise assessment. These product categories may be further adjusted as we continue to assess our portfolio composition as part of the enterprise assessment. See Note 3 “Revenues” to the Condensed Consolidated Financial Statements for additional information regarding the product category reclassifications.
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As of September 30, our enterprise assessment is now moving into the next phase. We are moulding its findings into our multi-year growth plan. As a result, our outlook metrics by product categories, or other items, may be adjusted to align to changes as a result of the enterprise assessment. See “Risk Factors” included in Item 1A of our Annual Report on Form 10-K for Fiscal 2026.
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We are a leading provider of trusted context and connected data for credible AI outcomes. The foundation powers the AI stack, and with our strategic ecosystem partners, it makes it possible for the agentic enterprise to scale from pilot to production. We deliver with disciplined execution and capital allocation, which we expect will return the business to sustainable organic revenue growth on a constant currency basis.
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Divestitures and foreign currency exchange rate fluctuations can affect the comparability of our financial results between periods, particularly with respect to Total revenues. Changes in foreign currency exchange rates may have an impact on our reported results. Generally, a weaker U.S. Dollar relative to the currencies in which we conduct business has a favorable impact on our reported results, while a stronger U.S. Dollar has an unfavorable impact. We calculate our results adjusted for foreign currency fluctuations (constant currency) by translating current period results of our foreign subsidiaries into U.S. dollars using the exchange rates in effect during the comparable prior period. We believe disclosing the impacts of divestitures and foreign exchange rate fluctuations on Total revenues enhances transparency and facilitates meaningful period-to-period comparisons of our underlying performance.
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The following tables show the impact of divested businesses and foreign currency on Total revenues for the three months ended September 30, 2026 and 2025. See Note 3 “Revenues” to our Condensed Consolidated Financial Statements for additional information regarding our product categories and the related reclassifications.
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(1) Cloud services and subscriptions, Client support, License and Professional service and other revenues amount excludes the impact of the Vertica and eDOCS divestitures, which is shown in Divested revenues.
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(2) For the three months ended September 30, 2025 Analytics revenues exclude the $21.6 million impact of the Vertica divestiture, and Portfolio revenues exclude the $6.9 million impact of the eDOCS divestiture, with both included in Divested revenues.
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(1) Cloud services and subscriptions, Client support, License and Professional service and other revenues amount excludes the impact of the Vertica and eDOCS divestitures, which is shown in Divested revenues.
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(2) For three months ended September 30, 2024 Analytics revenues exclude the $18.7 million impact of the Vertica divestiture and Portfolio revenues exclude the $7.2 million impact of the eDOCS divestitures, with both included in Divested revenues.
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Change between Three Months Ended September 30, 2026 and 2025 (In thousands) increase (decrease) ─────────────────────────────────────────────────────────────────────────────────────────────────── Payroll and payroll-related benefits $ 878 Commissions 10,275 Contract labour and consulting (887) Share-based compensation (25) Travel and communication (360) Marketing expenses 9,815 Facilities 1,197 Credit loss expense (recovery) (125) Other miscellaneous (236) Total change in sales and marketing expenses $ 20,532
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Change between Three Months Ended September 30, 2026 and 2025 (In thousands) increase (decrease) ─────────────────────────────────────────────────────────────────────────────────────────────────────────── Payroll and payroll-related benefits $ (3,789) Contract labour and consulting 1,224 Share-based compensation 2,100 Travel and communication (828) Facilities 378 Other miscellaneous 965 Total change in general and administrative expenses $ 50
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Total revenues growth from Content, Business Network, ITOM, and Cybersecurity (Enterprise) product categories in constant currency is calculated as the growth in revenues from the Content, Business Network, ITOM, and Cybersecurity (Enterprise) product categories, adjusted for foreign currency fluctuations by translating current period results of foreign subsidiaries into U.S. dollars using the exchange rates in effect during the comparable prior period.
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Total cloud services and subscriptions revenues growth from Content, Business Network, ITOM, and Cybersecurity (Enterprise) product categories in constant currency is calculated as the growth in cloud services and subscriptions revenues from the Content, Business Network, ITOM, and Cybersecurity (Enterprise) product categories, adjusted for foreign currency fluctuations by translating current period results of foreign subsidiaries into U.S. dollars using the exchange rates in effect during the comparable prior period.
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The Company does not acquire businesses on a predictable cycle, and therefore believes that the presentation of Non-GAAP measures, which in certain cases adjust for the impact of amortization of intangible assets and the
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On October 2, 2026, the Company used the net proceeds from the issuance of the Senior Secured Notes 2031 and Senior Secured Notes 2033, along with cash on hand, to fund the redemption in full and cancellation of the outstanding $1.0 billion aggregate principal amount of Senior Secured Notes 2027, including the applicable redemption premium, accrued and unpaid interest and related costs and expenses. See Note 24, “Subsequent Events” to our Condensed Consolidated Financial Statements.
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Additionally, as of September 30, 2026, we recorded an accrual within Accounts payable and accrued liabilities and a corresponding charge to Retained earnings of $8.0 million, (as of September 30, 2025 - $25.0 million), representing the estimated value of Common Shares expected to be repurchased following the fiscal quarter ended September 30, 2026 pursuant to the ASPP.
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Item 6
4.2 Form of the Company's 6.700% senior secured notes due 2031 (included in Exhibit 4.1). Company’s Form 8-K, filed October 1, 2026 4.2
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4.4 Form of the Company's 7.150% senior secured notes due 2033 (included in Exhibit 4.3). Company’s Form 8-K, filed October 1, 2026 4.4
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4.1 Indenture governing the Company's 6.700% senior secured notes due 2031, dated as of October 1, 2026, among the Company, the subsidiary guarantors party thereto, The Bank of New York Mellon, as U.S. trustee and Notes collateral agent, and Computershare Advantage Trust of Canada (f/k/a BNY Trust Company of Canada), as Canadian trustee. Company’s Form 8-K, filed October 1, 2026 4.1
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4.3 Indenture governing the Company's 7.150% senior secured notes due 2033, dated as of October 1, 2026, among the Company, the subsidiary guarantors party thereto, The Bank of New York Mellon, as U.S. trustee and Notes collateral agent, and Computershare Advantage Trust of Canada (f/k/a BNY Trust Company of Canada), as Canadian trustee. Company’s Form 8-K, filed October 1, 2026 4.3
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10.1 Amendment No. 3 to Fourth Amended and Restated Credit Agreement, dated October 1, 2026, by and among Open Text Inc. and the Company, as borrowers, the guarantors party thereto, each of the lenders party thereto, Barclays Bank PLC, as administrative agent, collateral agent and swing line lender, and Royal Bank of Canada as documentary credit lender. Company’s Form 8-K, filed October 1, 2026 10.1
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The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Nov 5, 2026 against Item 1A of the 10-K filed Aug 6, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted).
Text on the page, not a score; each links to the filing at sec.gov.
Phrases used for the first time
Two-word phrases in Risk Factors of the 10-K filed Aug 6, 2026 that are in none of the 1 earlier 10-Ks stored, back to Aug 7, 2025
potential clients ×5client base ×5in-office requirements ×5client demand ×4existing clients ×3new clients ×3enterprise assessment ×3reduce demand ×3cloud infrastructure ×2meet client ×2client needs ×2prospective clients ×2clients partners ×2work arrangements ×2installed client ×2revenues recognized ×2
Where each one is used
- potential clients: If other businesses were to engage in aggressive pricing policies with respect to competing products, or if the dynamics in our marketplace resulted in increasing bargaining power by the consumers of our software products and services, we would need to lower the prices we charge for the products and services we...
- client base: We depend on our installed client base for a significant portion of our revenues. We have significant contracts with our license clients for ongoing support and maintenance, as well as significant service contracts that provide recurring services revenues to us. In addition, our installed client base has...
- in-office requirements: Our use of a mixed workforce model, including remote, hybrid and in-office employees, and changes to our in-office requirements, subject us to operational challenges and risks, including risks to employee retention and morale.
- client demand: We intend to pursue our strategy of strengthening our position in data management by helping organizations manage and govern enterprise data for AI-enabled applications. We intend to grow the capabilities of our data management software offerings through our proprietary research and the development of new software...
- existing clients: Most of the jurisdictions in which we operate have laws and regulations relating to data privacy, security and protection of information. We have certain measures to protect our information systems against unauthorized access and disclosure of personal information and of our confidential information and...
- new clients: Most of the jurisdictions in which we operate have laws and regulations relating to data privacy, security and protection of information. We have certain measures to protect our information systems against unauthorized access and disclosure of personal information and of our confidential information and...
- enterprise assessment: The restructuring of certain of our operations may be ineffective, may adversely affect our business and our finances, and we may incur additional restructuring charges in connection with such actions, and our enterprise assessment may not achieve its intended objectives.
- reduce demand: Outside of the U.S., the EU and the UK, many jurisdictions have adopted or are adopting new data privacy laws that may impose further onerous compliance requirements, such as data localization, which prohibits companies from storing and/or processing outside the jurisdiction data relating to resident individuals....
Used at least twice, small words left out. Counted, not picked: a phrase can be new because the company renamed something.
What was taken out
12 paragraphs of last year's Risk Factors with nothing like them now. The longest are quoted.
Sources
Item 1A of each 10-K and 10-Q on EDGAR, quoted exactly. Each paragraph links to the filing at sec.gov.
Also
10-K change: what was reworded or cut, section by section.
Work with it
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