Rackspace raises about $50M from Voss Capital

Rackspace expects to use the private-placement proceeds for working capital, capital expenditures and growth capital, including GPU-related initiatives.

Available on EDGAR 11/10/2026 - 08:33 AM EST Accepted by SEC EDGAR 11/10/2026 - 08:33 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Rackspace Technology, Inc. (RXT) issued 18,181,816 shares of common stock to Voss Capital, LP, on behalf of certain entities and managed accounts, for an aggregate cash purchase price of approximately $50 million. Under additional share purchase agreements, it issued 5,818,181 shares to additional purchasers for an aggregate cash purchase price of approximately $16 million. The Voss agreement was entered into November 6, 2026, and the additional agreements on November 9, 2026; both issuances occurred November 9, 2026.

The issuances were private placements relying on the Securities Act Section 4(a)(2) exemption. Each purchaser represented that it was an accredited investor, acquired the shares for investment rather than distribution, and did not subscribe as a result of general solicitation or advertising. The shares are restricted securities and may not be resold absent registration or an applicable exemption. Rackspace expects to use the proceeds for general corporate purposes, including working capital, capital expenditures and growth capital, including GPU-related initiatives. No underwriting discounts or commissions were paid.

Filing Explained

The completed issuance increases Rackspace’s common-share count and reduces existing holders’ percentage ownership, absent offsetting changes.

8-K Event Classification

Item 3.02 — Unregistered Sales of Equity Securities

1 item

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Key Figures

Shares issued to Voss purchasers: 18,181,816 shares Voss purchasers' aggregate cash purchase price: Approximately $50 million Shares issued to additional purchasers: 5,818,181 shares +1 more

4 metrics

Shares issued to Voss purchasers 18,181,816 shares Issued November 9, 2026

Voss purchasers' aggregate cash purchase price Approximately $50 million For the shares issued November 9, 2026

Shares issued to additional purchasers 5,818,181 shares Issued November 9, 2026

Additional purchasers' aggregate cash purchase price Approximately $16 million For the shares issued November 9, 2026

Key Terms

private placement, accredited investor, restricted securities, Section 4(a)(2)

4 terms

private placement regulatory

"in a private placement to Voss Capital, LP"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

accredited investor regulatory

"an "accredited investor" as defined in Rule 501(a)"

An accredited investor is an individual or entity that meets certain financial criteria, such as having a high income or significant net worth, allowing them to invest in private or less regulated investment opportunities. This status matters because it grants access to investments that are often riskier or less available to the general public, reflecting a higher level of financial knowledge or resources.

restricted securities regulatory

"The shares were issued as "restricted securities""

Restricted securities are shares or other investment instruments that come with legal or contractual limits on when and how they can be sold, like stock given to founders or bought in a private offering. Think of them as assets in a locked box that can’t be freely traded until certain conditions — such as a waiting period, company registration, or specific approvals — are met. For investors this matters because restricted securities are less liquid and can affect timing, price, and perceived value when they eventually enter the market.

Section 4(a)(2) regulatory

"exemption from registration provided by Section 4(a)(2)"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares did RXT issue in the November 2026 private placements?

Rackspace issued 18,181,816 shares to Voss Capital, LP, on behalf of certain entities and managed accounts, and issued 5,818,181 shares to additional purchasers under separate share purchase agreements.

How much cash did Rackspace receive for the RXT private placements?

The Voss share issuance had an aggregate cash purchase price of approximately $50 million. The additional share issuance had an aggregate cash purchase price of approximately $16 million.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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): November 6, 2026

RACKSPACE TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39420

81-3369925

(State of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

19122 US Highway 281N, Suite 127

San Antonio, Texas 78258

(Address of principal executive offices, including zip code)

1-800-961-4454

(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report)

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:

☐ 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, par value $0.01 per share

RXT

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 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).

-2-

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 thereunto duly authorized.

RACKSPACE TECHNOLOGY, INC.

Date:

November 10, 2026

By:

/s/ Sarah Alexander

Sarah Alexander

Vice President, Deputy General Counsel & Assistant Secretary

-3-

Filing Exhibits & Attachments

3 documents

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