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

Rhea-AI Filing Summary

Rackspace Technology (RXT) reported an executive departure in an 8-K filing. On September 24, 2025, Srinivas Koushik resigned as President, Technology, Sustainability and Artificial Intelligence. The company and Mr. Koushik entered into a separation agreement and release of claims under which he will be eligible to receive a pro‑rata bonus for 2025 in exchange for providing transition and advisory services and will be subject to customary restrictive covenants.

The filing states Mr. Koushik's resignation and the terms of the separation agreement but does not disclose financial amounts, replacement plans, or operational impacts.

Positive

• Separation agreement in place provides a structured transition
• Pro‑rata bonus for 2025 ties compensation to advisory/transition services
• Customary restrictive covenants help protect company interests post‑departure

Negative

• Senior executive departure could create leadership or execution risks
• Key financial details missing (bonus amounts, vesting, duration), limiting investor assessment
• No disclosure of successor or succession plan in the filing

Insights

Corporate Governance Expert

TL;DR: Senior leadership change formalized with a separation agreement; disclosure is limited to terms of transition and customary covenants.

The filing documents a standard executive separation: a resignation notice, a separation and release agreement, a pro‑rata bonus tied to transition/advisory services, and restrictive covenants. These elements indicate the company sought an orderly handover while protecting company interests. The disclosure is concise and lacks material financial detail or commentary on succession planning, limiting investor insight into governance continuity and strategic impact.

Compensation and HR Analyst

TL;DR: Separation includes a pro‑rata bonus for 2025 in exchange for services; specifics on cost and timing are not provided.

The agreement structure—payment of a pro‑rata bonus conditioned on transition and advisory services plus restrictive covenants—is consistent with common separation practices to secure knowledge transfer and protect intellectual property. Because the filing omits bonus amounts, vesting treatment, and service period details, it is not possible to assess the financial impact or whether the arrangement is dilutive to shareholders.

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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): September 24, 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 September 26, 2025, Mr. Vikram Mahidhar notified the Board of Directors (the "Board") of Rackspace Technology, Inc. (the "Company") of his intention to resign from the Board effective September 30, 2025, concurrent with his departure from Apollo Global Management, Inc. Mr. Mahidhar'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.

Departure of Executive Officer

On September 24, 2025, Mr. Srinivas Koushik submitted his resignation as President, Technology, Sustainability and Artificial Intelligence of the Company. Mr. Koushik and the Company also entered into a separation agreement and release of claims pursuant to which Mr. Koushik will be eligible to receive a pro-rata bonus for 2025 in exchange for providing certain transition and advisory services to the Company and customary restrictive covenants.

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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:

September 26, 2025

By:

/s/ Sarah Alexander

Sarah Alexander

Vice President, Deputy General Counsel & Assistant Secretary

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FAQ

What did Rackspace Technology (RXT) disclose in the 8-K about executive departures?

The 8-K states that on September 24, 2025 Srinivas Koushik resigned as President, Technology, Sustainability and Artificial Intelligence and entered into a separation agreement and release.

Will Srinivas Koushik receive any payment from Rackspace (RXT)?

Yes. The filing says he will be eligible for a pro‑rata bonus for 2025 in exchange for providing transition and advisory services.

Does the filing disclose the amount of the pro‑rata bonus for RXT?

No. The 8-K does not disclose specific bonus amounts or other financial figures related to the separation.

Are there any post‑employment restrictions mentioned in Rackspace's filing?

Yes. The separation agreement includes customary restrictive covenants as stated in the filing.

Does the 8-K describe a successor or succession plan for Mr. Koushik's role?

No. The filing does not provide information about a successor or a formal succession plan.