Rackspace Technology, Inc. 8-KCurrent Reports (8-K / ad hoc)

Business

Item 1.01. Entry into a Material Definitive Agreement. At-the-Market Offering Agreement On July 9, 2026, Rackspace Technology, Inc. (the “Company”) entered into an Equity Distribution Agreement (the “Agreement”) with Goldman Sachs & Co. LLC, in its capacity as sales agent (the “Manager”), with respect to an at-the-market offering program under which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock, par value $0.01 per share (“Common Stock”), having an aggregate offering price of up to $250,000,000 (the “Shares”) through the Manager, acting as sales agent, or directly to the Manager acting as principal for its own accounts at a price and on terms agreed upon in a separate written agreement. The issuance and sale, if any, of the Shares by the Company under the Agreement will be made pursuant to a prospectus supplement, dated July 9, 2026, and a base prospectus, filed with the Securities and Exchange Commission (the “SEC”) on July 9, 2026, relating to the Company’s effective shelf registration statement on Form S-3ASR (File No. 333- 297332 ) (the “Registration Statement”). Upon the Company’s delivery of a placement notice and subject to the terms and conditions of the Agreement, the Manager may sell the Shares by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, or by any other method. The Manager will use its reasonable efforts consistent with its normal trading and sales practices and applicable state and federal law, rules and regulations and the rules of the Nasdaq Stock Market LLC to sell the Shares from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Manager will be entitled to compensation at a commission rate of 1.5% of the gross proceeds from each sale of the Shares. The Company has provided the Manager with customary indemnification and contribution rights. The Company is not obligated to make any sales, and the Manager is not obligated to buy and sell, any of the Shares under the Agreement. The Company or the Manager may suspend or terminate the offering of the Shares upon notice to the other party and subject to other conditions. The foregoing description of the Agreement do