| 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);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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).
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| | |
| 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 54.1%
AP Co-Invest Borrower 29.1%
AP Borrower 25.1%
AP Co-Invest 29.1%
AP Co-Invest ML 29.1%
Co-Investment Management 29.1%
AP Inception ML GP, LLC 25.1%
AP VIII 25.1%
Management VIII 25.1%
AIF VIII LLC 25.1%
Apollo Management 54.1%
Management GP 54.1%
Management Holdings 54.1%
The percentages are based on 239,360,677 shares of Common Stock outstanding as of August 5, 2025, as disclosed in the Issuer's Form 10-Q filed on August 11, 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
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(d)