Common stock, par value $0.01 per share
- Symbol
- RXT
- Exchange
- NASDAQ
- Classification
- COMMON
- Status
- Current
Current Report · Items 3.02 · 8-K
Rackspace Technology, Inc.
RXTNASDAQEQUITYCurrent
Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities. On November 6, 2026, Rackspace Technology, Inc. (the "Company") entered into a share purchase agreement (the "Voss SPA") for the issuance and sale of shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), in a private placement to Voss Capital, LP, on behalf of certain entities and managed accounts in accordance with…
Company context
Rackspace Technology® (NASDAQ: RXT) is the operator of the full enterprise AI stack from governed private cloud to AI inference and agents in production. With an Outcomes-as-a-Service model built on secure infrastructure, data foundations, and forward deployed engineering, Rackspace delivers business results for regulated and mission-critical industries where governance, sovereignty, and uptime are non-negotiable. Learn more at www.rackspace.com.
Current securities
Registered securities in this filing
RACKSPACE TECHNOLOGY, INC. · 8-K · Filed 2026-11-10
Disclosure sections
Item 3.02Item 3.02 - Unregistered Sales of Equity
Item 3.02 Unregistered Sales of Equity Securities.
On November 6, 2026, Rackspace Technology, Inc. (the "Company") entered into a share purchase agreement (the "Voss SPA") for the issuance and sale of shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), in a private placement to Voss Capital, LP, on behalf of certain entities and managed accounts in accordance with the allocations set forth in the Voss SPA. Pursuant to the Voss SPA, on November 9, 2026, the Company issued 18,181,816 shares (the "Voss Shares") of Common Stock for an aggregate cash purchase price of approximately $50 million. On November 9, 2026, the Company entered into additional share purchase agreements for the issuance and sale of Common Stock in a private placement to additional purchasers, pursuant to which the Company issued an aggregate of 5,818,181 shares (the "Additional Shares," and together with the Voss Shares, the "Shares") for an aggregate cash purchase price of approximately $16 million.
The issuance of the Shares was made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), as a transaction by an issuer not involving a public offering. Each Purchaser represented to the Company that it is an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act, that it was acquiring Shares for investment and not with a view to distribution, and that it was not subscribing for the Shares as a result of any general solicitation or general advertising. The shares were issued as "restricted securities" and may not be resold absent registration under the Securities Act or an applicable exemption from registration. No underwriting discounts or commissions were paid in connection with the issuance of the Shares.
Pursuant to the share purchase agreements, the Company, directly or through one or more of its subsidiaries, expects to use the proceeds from the sale of the Shares for general corporate purposes, including, without limitation, for working capital, capital expenditures, and growth capital (including GPU-related initiatives).
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