Rackspace Technology, Inc. filed a Form 8-K on November 10, 2026, disclosing unregistered sales of equity securities in a private placement completed on November 9, 2026.

Key Highlights

  • Voss Capital placement: On November 9, 2026, the company issued 18,181,816 shares of common stock to Voss Capital, LP and related entities for an aggregate cash purchase price of approximately $50 million.
  • Additional purchasers: Also on November 9, 2026, the company issued an aggregate of 5,818,181 additional shares to other purchasers for an aggregate cash purchase price of approximately $16 million.
  • Total issuance: The combined placement totaled 24,000,000 (approximately) shares and approximately $66 million in aggregate proceeds.
  • Use of proceeds: According to the filing, proceeds are expected to be used for general corporate purposes, including working capital, capital expenditures, and growth capital, including GPU-related initiatives.
  • Exemption relied upon: The shares were issued under the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as a transaction not involving a public offering.
  • Restricted securities: The shares were issued as "restricted securities" and may not be resold absent registration under the Securities Act or an applicable exemption.
  • No underwriting fees: The filing states no underwriting discounts or commissions were paid in connection with the issuance.

Rackspace Technology Closes Two-Part Private Share Issuance Totaling Approximately $66 Million

Rackspace Technology, Inc. (NASDAQ:RXT) disclosed in a Form 8-K filed November 10, 2026, that it entered into a share purchase agreement with Voss Capital, LP on November 6, 2026. Pursuant to that agreement, on November 9, 2026, the company issued 18,181,816 shares of common stock, par value $0.01 per share, to Voss Capital, LP on behalf of certain entities and managed accounts, for an aggregate cash purchase price of approximately $50 million, according to the filing.

On the same date, November 9, 2026, the company entered into additional share purchase agreements with other purchasers, resulting in the issuance of an aggregate of 5,818,181 shares for an aggregate cash purchase price of approximately $16 million. The filing identifies these as the "Additional Shares." Combined with the Voss shares, the total shares issued across both transactions amount to 24,000,000 (the sum of 18,181,816 and 5,818,181) for a combined aggregate cash purchase price of approximately $66 million.

The company disclosed that all purchasers represented themselves as "accredited investors" as defined in Rule 501(a) of Regulation D under the Securities Act, that they were acquiring shares for investment and not for distribution, and that they were not subscribing as a result of any general solicitation or general advertising. The company stated that proceeds are expected to be used, directly or through one or more subsidiaries, for general corporate purposes, including working capital, capital expenditures, and growth capital, including GPU-related initiatives.

What Was Disclosed

Rackspace Technology reported two private placement transactions on November 9, 2026, issuing a combined approximately 24 million shares of common stock for approximately $66 million in aggregate proceeds, exempt from Securities Act registration under Section 4(a)(2).