Rackspace Technology, Inc.
For the period ended Sep 30, 2026. Filed Nov 9, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 9, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-10.
0001810019-26-000093
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-09.
0001810019-26-000115
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 18 previous paragraphs and 23 current paragraphs.
17 unchanged; 0 reworded; 6 added; 1 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (6)
Current report
Although we are no longer a “controlled company” within the meaning of Nasdaq’s rules, during a one-year transition period, we may continue to rely on exemptions from certain corporate governance requirements that provide protection to stockholders of companies that are subject to those corporate governance requirements.
Current report
Prior to September 9, 2026, Apollo controlled a majority of the voting power of our outstanding voting stock, and as a result, we were a “controlled company” within the meaning of Nasdaq's corporate governance standards and elected not to comply with certain Nasdaq corporate governance requirements. On September 9, 2026, Apollo’s ownership of our outstanding voting stock fell below 50%, and consequently, we are no longer considered a “controlled company” under Nasdaq rules. As a result, we are subject to additional governance requirements under Nasdaq rules, including the requirements that:
Current report
•our nominating and corporate governance committee be composed entirely of independent directors or otherwise require that the nominees for directors are determined or recommended to our Board of Directors by the independent members of our Board of Directors pursuant to a formal resolution addressing the nominations process and such related matters as may be required under the federal securities laws; and
Current report
•our compensation committee be composed entirely of independent directors.
Current report
Nasdaq rules provide for phase-in periods for these requirements. Under these phase-in rules, (i) each of our compensation committee and our nominating and corporate governance committee must have at least one independent member as of the date on which we ceased to be a “controlled company,” a majority of independent members within 90 days of such date and only independent members within one year of such date and (ii) a majority of our Board of Directors must consist of independent directors within one year of such date. During this transition period, we may not have a majority of independent directors on our Board of Directors and our nominating and corporate governance committee and compensation committee may not be composed entirely of independent directors. As a result, during this transition period, our stockholders may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of Nasdaq.
Current report
Pursuant to a Share Issuance Agreement with Palantir Technologies Inc. ("Palantir"), on July 6, 2026, we issued 2.2 million shares of our common stock to Palantir as non-cash consideration having an aggregate fair value of approximately $14.0 million on the date of issuance. The shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.