Apollo-affiliated entities report collective shared beneficial ownership of 129,609,000 shares of Rackspace Technology, Inc. common stock, representing 54.1% of the outstanding class. The filing lists multiple related Apollo entities and funds that together hold the position, including two borrowers holding 69,609,000 and 60,000,000 shares respectively. The percentages are calculated on 239,360,677 shares outstanding as disclosed by the issuer. All reporting persons report no sole voting or dispositive power and instead report shared voting and dispositive power over the reported shares. The statement is an amendment to Schedule 13G identifying ownership structure, relationships among Apollo entities, and disclaimers of beneficial ownership by certain managers and officers.
Positive
Major disclosed position: Reporting Persons clearly state collective beneficial ownership of 129,609,000 shares (54.1%), providing transparency on ownership concentration.
Complete entity disclosure: The filing details the chain of ownership and management among Apollo entities, clarifying relationships and reporting responsibilities.
Negative
High ownership concentration: A single affiliated group holds a majority of the class (54.1%), which is material for governance and minority shareholder influence.
No sole voting power reported: All reported power is shared, which may obscure how voting coordination will be exercised among the affiliated entities.
Insights
TL;DR: Apollo-affiliated holders control a majority (54.1%) of RXT shares through shared voting power, a materially concentrated ownership position.
The Schedule 13G/A discloses that related Apollo entities collectively hold 129,609,000 shares, equal to 54.1% of the 239,360,677 shares outstanding referenced in the filing. The holdings are reported as shared voting and dispositive power, with no sole voting or dispositive power claimed by any reporting person. For investors and analysts, a >50% aggregate position by a single group is material because it implies the group can substantially influence corporate decisions subject to how voting arrangements are exercised. The filing also documents the internal entity structure used to hold the securities, which clarifies legal relationships but does not quantify any changes in position size compared with prior filings within this document.
TL;DR: Concentrated, shared ownership by an affiliated group creates material governance influence and requires monitoring of related-party voting coordination.
The report identifies multiple Apollo-managed partnerships and managers that together report shared control over 129,609,000 shares (54.1%). While the filing states no individual reporting person claims sole voting or dispositive power, the group structure and shared powers indicate coordinated influence over corporate governance matters. The filing includes explicit disclaimers by certain managers and officers disclaiming beneficial ownership, and it documents the chain of ownership and management among Apollo entities. This structure is typical of private fund arrangements but is material from a governance and control perspective.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 7)
Rackspace Technology, Inc.
(Name of Issuer)
Common stock, par value $0.01 per share
(Title of Class of Securities)
750102105
(CUSIP Number)
06/30/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
750102105
1
Names of Reporting Persons
Apollo Management Holdings GP, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
129,609,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
129,609,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
129,609,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
54.1 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
750102105
1
Names of Reporting Persons
AP Inception Co-Invest ML Borrower, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
69,609,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
69,609,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
69,609,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
29.1 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
750102105
1
Names of Reporting Persons
AP Inception ML Borrower, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
60,000,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
60,000,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
60,000,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
25.1 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
750102105
1
Names of Reporting Persons
AP Inception Co-Invest GP, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
69,609,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
69,609,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
69,609,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
29.1 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
750102105
1
Names of Reporting Persons
AP Inception Co-Invest ML GP, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
69,609,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
69,609,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
69,609,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
29.1 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
750102105
1
Names of Reporting Persons
Apollo Co-Investment Management, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
69,609,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
69,609,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
69,609,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
29.1 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
750102105
1
Names of Reporting Persons
AP Inception ML GP, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
60,000,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
60,000,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
60,000,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
25.1 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
750102105
1
Names of Reporting Persons
AP VIII Inception Holdings GP, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
60,000,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
60,000,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
60,000,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
25.1 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
750102105
1
Names of Reporting Persons
Apollo Management VIII, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
60,000,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
60,000,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
60,000,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
25.1 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
750102105
1
Names of Reporting Persons
AIF VIII Management, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
60,000,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
60,000,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
60,000,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
25.1 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
750102105
1
Names of Reporting Persons
Apollo Management, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
129,609,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
129,609,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
129,609,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
54.1 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
750102105
1
Names of Reporting Persons
Apollo Management GP, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
129,609,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
129,609,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
129,609,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
54.1 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
750102105
1
Names of Reporting Persons
Apollo Management Holdings, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
129,609,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
129,609,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
129,609,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
54.1 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Rackspace Technology, Inc.
(b)
Address of issuer's principal executive offices:
19122 US Highway 281 N suite 128 San Antonio, TX, 78258
Item 2.
(a)
Name of person filing:
This statement is filed by (i) AP Inception Co-Invest ML Borrower, L.P. ("AP Co-Invest Borrower"); (ii) AP Inception ML Borrower, L.P. ("AP Borrower"); (iii) AP Inception Co-Invest GP, LLC ("AP Co-Invest"); (iv) AP Inception Co-Invest ML GP, LLC ("AP Co-Invest ML"); (v) Apollo Co-Investment Management, LLC ("Co-Investment Management"); (vi) AP Inception ML GP, LLC; (vii) AP VIII Inception Holdings GP, LLC ("AP VIII"); (viii) Apollo Management VIII, L.P. ("Management VIII"); (ix) AIF VIII Management, LLC ("AIF VIII LLC"); (x) Apollo Management, L.P. ("Apollo Management"); (xi) Apollo Management GP, LLC ("Management GP"); (xii) Apollo Management Holdings, L.P. ("Management Holdings"); and (xiii) Apollo Management Holdings GP, LLC ("Management Holdings GP"). The foregoing are collectively referred to herein as the "Reporting Persons."
AP Co-Invest Borrower and AP Borrower each hold securities of the Issuer.
AP Co-Invest is the sole member of AP Co-Invest ML, which is the general partner of AP Co-Invest Borrower. AP VIII is the sole member of AP Inception ML GP, LLC, which is the general partner of AP Borrower. Management VIII is the manager of AP VIII. AIF VIII LLC is the general partner of Management VIII. Co-Investment Management is the manager of AP Co-Invest.
Apollo Management is the sole member-manager of each of Co-Investment Management and AIF VIII LLC. Management GP is the general partner of Apollo Management. Management Holdings is the sole member and manager of Management GP. Management Holdings GP is the general partner of Management Holdings.
(b)
Address or principal business office or, if none, residence:
The address of each of the Reporting Persons is 9 West 57th Street, 41st Floor, New York, New York 10019.
(c)
Citizenship:
AP Co-Invest Borrower, AP Borrower, AP Co-Invest, Management VIII, Apollo Management, and Management Holdings are each Delaware limited partnerships. AP Co-Invest ML, Co-Investment Management, AP Inception ML GP, LLC, AP VIII, AIF VIII LLC, Management GP, and Management Holdings GP are each Delaware limited liability companies.
(d)
Title of class of securities:
Common stock, par value $0.01 per share
(e)
CUSIP No.:
750102105
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Management Holdings GP 129,609,000
AP Co-Invest Borrower 69,609,000
AP Borrower 60,000,000
AP Co-Invest 69,609,000
AP Co-Invest ML 69,609,000
Co-Investment Management 69,609,000
AP Inception ML GP, LLC 60,000,000
AP VIII 60,000,000
Management VIII 60,000,000
AIF VIII LLC 60,000,000
Apollo Management 129,609,000
Management GP 129,609,000
Management Holdings 129,609,000
AP Co-Invest, AP Co-Invest ML, Co-Investment Management, AP Inception ML GP, LLC, AP VIII, Management VIII, AIF VIII LLC, Apollo Management, Management GP, Management Holdings, and Management Holdings GP, and Messrs. Scott Kleinman, James Zelter, and Marc Rowan, the managers, as well as executive officers, of Management Holdings GP, each disclaim beneficial ownership of all shares of Common Stock included in this filing, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose.
(b)
Percent of class:
Management Holdings GP 54.1%
AP Co-Invest Borrower 29.1%
AP Borrower 25.1%
AP Co-Invest 29.1%
AP Co-Invest ML 29.1%
Co-Investment Management 29.1%
AP Inception ML GP, LLC 25.1%
AP VIII 25.1%
Management VIII 25.1%
AIF VIII LLC 25.1%
Apollo Management 54.1%
Management GP 54.1%
Management Holdings 54.1%
The percentages are based on 239,360,677 shares of Common Stock outstanding as of August 5, 2025, as disclosed in the Issuer's Form 10-Q filed on August 11, 2025.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0 for all Reporting Persons
(ii) Shared power to vote or to direct the vote:
Management Holdings GP 129,609,000
AP Co-Invest Borrower 69,609,000
AP Borrower 60,000,000
AP Co-Invest 69,609,000
AP Co-Invest ML 69,609,000
Co-Investment Management 69,609,000
AP Inception ML GP, LLC 60,000,000
AP VIII 60,000,000
Management VIII 60,000,000
AIF VIII LLC 60,000,000
Apollo Management 129,609,000
Management GP 129,609,000
Management Holdings 129,609,000
(iii) Sole power to dispose or to direct the disposition of:
0 for all Reporting Persons
(iv) Shared power to dispose or to direct the disposition of:
Management Holdings GP 129,609,000
AP Co-Invest Borrower 69,609,000
AP Borrower 60,000,000
AP Co-Invest 69,609,000
AP Co-Invest ML 69,609,000
Co-Investment Management 69,609,000
AP Inception ML GP, LLC 60,000,000
AP VIII 60,000,000
Management VIII 60,000,000
AIF VIII LLC 60,000,000
Apollo Management 129,609,000
Management GP 129,609,000
Management Holdings 129,609,000
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
What stake in Rackspace Technology (RXT) do Apollo-affiliated reporting persons disclose?
The Reporting Persons disclose collective beneficial ownership of 129,609,000 shares, representing 54.1% of the common stock outstanding.
As of what share count are the ownership percentages calculated in the filing?
Percentages are based on 239,360,677 shares outstanding as disclosed by the issuer as of August 5, 2025.
Did any reporting person claim sole voting or dispositive power over the shares?
No. All reporting persons reported 0 sole voting power and 0 sole dispositive power; reported power is shared.
What date triggered the requirement to file this Schedule 13G/A?
The Date of Event which requires filing is listed as 06/30/2025, and the signatures on the amendment are dated 08/14/2025.
Which Apollo entities are named as reporting persons in this filing?
Named reporting persons include entities such as AP Inception Co-Invest ML Borrower, L.P., AP Inception ML Borrower, L.P., Apollo Management, L.P., Apollo Management Holdings GP, LLC, and multiple related Apollo GP and management entities.
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