Rackspace Technology, Inc. received an amended Schedule 13G/A showing that a group of Apollo-affiliated entities collectively report beneficial ownership of 129,609,000 shares of Rackspace common stock, equal to 53.2% of the class.
The percentages are based on 243,592,120 shares of common stock outstanding as of November 4, 2025, as disclosed in Rackspace’s Form 10-Q. The filing shows no sole voting or dispositive power for any reporting person, only shared power over the reported shares, and includes broad disclaimers of beneficial ownership by several Apollo management entities and their senior executives.
Positive
None.
Negative
None.
Insights
Apollo-affiliated entities report majority ownership of Rackspace shares.
The filing indicates Apollo-related funds and entities collectively report beneficial ownership of 129,609,000 Rackspace common shares, or 53.2% of the class. This is calculated using 243,592,120 shares outstanding as of November 4, 2025, taken from the company’s Form 10-Q.
All reporting persons list zero sole voting and dispositive power but significant shared power, which points to coordinated control structures rather than individual control. Several management entities and executives expressly disclaim beneficial ownership, a common practice to limit attributions beyond technical reporting requirements.
The key governance takeaway is that entities associated with Apollo collectively hold a majority of Rackspace’s equity, implying substantial influence over shareholder decisions, including director elections and major corporate actions. Actual impact depends on how this influence is exercised, which is not detailed in this disclosure.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 9)
Rackspace Technology, Inc.
(Name of Issuer)
Common stock, par value $0.01 per share
(Title of Class of Securities)
750102105
(CUSIP Number)
12/31/2025
(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)
53.2 %
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)
28.6 %
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)
24.6 %
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)
28.6 %
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)
28.6 %
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)
28.6 %
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)
24.6 %
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)
24.6 %
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)
24.6 %
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)
24.6 %
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)
53.2 %
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)
53.2 %
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)
53.2 %
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 53.2%
AP Co-Invest Borrower 28.6%
AP Borrower 24.6%
AP Co-Invest 28.6%
AP Co-Invest ML 28.6%
Co-Investment Management 28.6%
AP Inception ML GP, LLC 24.6%
AP VIII 24.6%
Management VIII 24.6%
AIF VIII LLC 24.6%
Apollo Management 53.2%
Management GP 53.2%
Management Holdings 53.2%
The percentages are based on 243,592,120 shares of Common Stock outstanding as of November 4, 2025, as disclosed in the Issuer's Form 10-Q filed on November 10, 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.
Not Applicable
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 ownership stake do Apollo-affiliated entities report in Rackspace Technology (RXT)?
Apollo-affiliated entities report beneficial ownership of 129,609,000 shares of Rackspace common stock, representing 53.2% of the outstanding class. This is based on 243,592,120 shares outstanding as of November 4, 2025, taken from Rackspace’s Form 10-Q.
How many Rackspace (RXT) shares are outstanding for calculating Apollo’s 53.2% ownership?
The reported 53.2% ownership is calculated using 243,592,120 shares of Rackspace common stock outstanding as of November 4, 2025. That share count comes from Rackspace’s Form 10-Q filed on November 10, 2025, and underpins all percentages in the Schedule 13G/A.
Do Apollo entities have sole or shared voting power over Rackspace (RXT) shares?
Each reporting Apollo-related entity lists 0 shares with sole voting power and only shared voting power over its reported holdings. For example, some entities show shared voting power over 129,609,000 shares, indicating coordinated influence rather than individual, unilateral control.
Which Apollo entities are the main reporting holders of Rackspace (RXT) stock?
Key reporting entities include AP Inception Co-Invest ML Borrower, L.P., AP Inception ML Borrower, L.P., Apollo Management, L.P., Apollo Management Holdings GP, LLC, and related Apollo funds and general partners, all grouped as “Reporting Persons” in the Schedule 13G/A filing.
Do Apollo executives personally claim beneficial ownership of Rackspace (RXT) shares?
The filing states that Messrs. Scott Kleinman, James Zelter, and Marc Rowan, as managers and executive officers of an Apollo management entity, disclaim beneficial ownership of all Rackspace common shares reported. The report specifies this should not be construed as them being beneficial owners.
What type of SEC filing did Apollo submit regarding its Rackspace (RXT) stake?
Apollo-related entities submitted an amended Schedule 13G/A, a beneficial ownership report for large shareholders. This amendment, dated for an event on December 31, 2025, updates Apollo’s reported holdings and control relationships in Rackspace Technology’s common stock.
