Rackspace Technology Inc美股招股说明书(2026-07-09版)

Rackspace Technology, Inc.Up to $250,000,000Common Stock We have entered into an equity distribution agreement, dated July9, 2026 (the “Equity Distribution Agreement”), withGoldman Sachs & Co. LLC (the “Sales Agent”), under which we may offer and sell up to $250,000,000 of shares of our commonstock, par value $0.01 per share (“common stock”), offered by this prospectus supplement and the accompanying base prospectus. In accordance with the terms of the Equity Distribution Agreement, we may offer and sell shares of our common stock fromtime to time having an aggregate offering price of up to $250,000,000 through the Sales Agent acting as our sales agent or principal.Sales of our common stock, if any, will be made at market prices by any method that is deemed to be an “at the market offering” asdefined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on orthrough the Nasdaq Global Select Market (“Nasdaq”), the existing trading market for our common stock, sales made to or through amarket maker other than on an exchange or otherwise, directly to the Sales Agent as principal, in negotiated transactions (includingblock transactions) at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or in anyother method permitted by law. The Sales Agent is not required to sell any specific number or dollar amount of shares but will act assales agent on a commercially reasonable efforts basis consistent with their normal trading and sales practices. There is noarrangement for funds to be received in any escrow, trust or similar arrangement. The Sales Agent will be entitled to compensation at a commission rate of 1.5% of the gross proceeds per share sold under theEquity Distribution Agreement. In connection with the sale of the common stock on our behalf, the Sales Agent will be deemed to bean “underwriter” within the meaning of the Securities Act, and the compensation of the Sales Agent will be deemed to be underwritingcommissions or discounts. We have also agreed to provide indemnification and contribution to the Sales Agent with respect to certainliabilities, including liabilities under the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our common stock is listed on Nasdaq under the symbol “RXT.” On July6, 2026, the closing price of our common stock onNasdaq was $6.43 per share. INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD REVIEWCAREFULLY THE RISKS AND UNCERTAINTIES DESCRIBED UNDER THE HEADING “RISK FACTORS” ON PAGE 6OF THE BASE PROSPECTUS AND PAGE S-4 OF THIS PROSPECTUS SUPPLEMENT, AND IN ANY APPLICABLEFREE WRITING PROSPECTUS, AS WELL AS UNDER SIMILAR HEADINGS IN THE DOCUMENTS INCORPORATEDBY REFERENCE INTO THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING BASE PROSPECTUS. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus supplement and the accompanying base prospectus is truthful or complete.Any representation to the contrary is a criminal offense. Goldman Sachs & Co. LLC The date of this prospectus supplement is July9, 2026 TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENTS-1PROSPECTUS SUPPLEMENT SUMMARYS-2RISK FACTORSS-4CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-7USE OF PROCEEDSS-8DILUTIONS-9PLAN OF DISTRIBUTIONS-11LEGAL MATTERSS-13EXPERTSS-14WHERE YOU CAN FIND MORE INFORMATIONS-15INFORMATION INCORPORATED BY REFERENCES-16 Base Prospectus ABOUT THIS PROSPECTUS1WHERE YOU CAN FIND MORE INFORMATION2INCORPORATION BY REFERENCE3FORWARD-LOOKING STATEMENTS4THE COMPANY5RISK FACTORS6USE OF PROCEEDS7DESCRIPTION OF CAPITAL STOCK8DESCRIPTION OF THE DEBT SECURITIES16DESCRIPTION OF THE DEPOSITARY SHARES26DESCRIPTION OF THE WARRANTS29DESCRIPTION OF THE RIGHTS31DESCRIPTION OF THE PURCHASE CONTRACTS32DESCRIPTION OF THE UNITS33SELLING STOCKHOLDERS34PLAN OF DISTRIBUTION35LEGAL MATTERS39EXPERTS40 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying base prospectus are part of a “shelf” registration statement on Form S-3that we filed with the Securities and Exchange Commission (the “SEC”). This document is in two parts. The first part is thisprospectus supplement, which describes the specific terms of this offering and also supplements and updates information contained orincorporated by reference in the accompanying prospectus. The second part is the accompanying base prospectus, which provides youwith a general description of the securities we may offer from time to time, some of which does not apply to this offering. Generally,when we refer only to the prospectus, we are referring to the combined document consisting of this prospectus supplement and theaccompanying base prospectus, and, when we refer to the accompanying prospectus, we are referring to the base prospectus. To theextent there is a