[8-K] Rackspace Technology, Inc. Reports Material Event

Rhea-AI Filing Summary

Rackspace Technology, Inc. reported a change in board composition following the departure of Mr. Samant. In line with the company's certificate of incorporation, bylaws and investor rights agreements, the Board expects to reduce its size from ten (10) directors to nine (9). The filing also includes the standard Rule 14a-12 and other pre-commencement checkbox items, which are not checked.

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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): August 20, 2025

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 128

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 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Director

On August 20, 2025, Mr. Shashank Samant notified the Board of Directors (the "Board") of Rackspace Technology, Inc. (the "Company") of his decision to resign from the Board, effective immediately. Mr. Samant's resignation is not the result of any dispute or disagreement with the Company or the Board on any matter relating to the operations, policies or practices of the Company.

Following Mr. Samant's departure and in accordance with the Certificate of Incorporation, the Company's second amended and restated bylaws and the Investor Rights Agreements, the Board expects to decrease the number of directors comprising the Board from ten (10) to nine (9).

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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:

August 22, 2025

By:

/s/ Sarah Alexander

Sarah Alexander

Vice President, Deputy General Counsel & Assistant Secretary

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FAQ

What board change did Rackspace Technology (RXT) report?

The company reported that following Mr. Samant's departure the Board expects to decrease the number of directors from ten (10) to nine (9).

Does the filing indicate any solicitation or pre-commencement communications?

No. The filing shows the solicitation and pre-commencement communication checkboxes (Rule 14a-12, Rule 14d-2(b), Rule 13e-4(c)) are not checked.

Is this 8-K reporting an appointment of a new director?

No. The disclosed item notes only the departure of Mr. Samant and the Board's expectation to reduce its size; no new director appointment is stated.

What governing documents govern the Board size change?

The filing cites the Certificate of Incorporation, the second amended and restated bylaws, and the Investor Rights Agreements as governing the expected reduction in Board size.