Business Context and Reporting Period
This Form 8-K Current Report was filed by Rackspace Technology, Inc. on February 4, 2021, covering an event that occurred on February 2, 2021. The filing addresses unregistered sales of equity securities related to a prior acquisition agreement.
Key Financial Metrics
This filing does not report revenue, profit, cash flow, margins, debt, or liquidity metrics. It is a disclosure of a specific equity transaction rather than a financial performance report.
Material Changes
The material change disclosed is the issuance of 2,665,935 shares of common stock (par value $0.01 per share) to DPH 123, LLC (the "DPH Holder"). These shares were issued for no additional consideration pursuant to the Agreement and Plan of Merger dated September 6, 2017, regarding the acquisition of Datapipe. The issuance was exempt from registration under Section 4(a)(2) of the Securities Act of 1933.
Guidance, Outlook, and Risks
The filing contains no management guidance, outlook, or discussion of risks and contingencies beyond the standard disclosure of the equity issuance.
Investor Verification Checklist
- Verify the total number of shares issued: 2,665,935.
- Confirm the recipient: DPH 123, LLC (formerly Datapipe Holdings, LLC).
- Confirm the consideration: No additional cash or assets were exchanged for these shares.
- Review the underlying Agreement and Plan of Merger dated September 6, 2017, to understand the terms triggering this issuance.
- Confirm the regulatory exemption relied upon: Section 4(a)(2) of the Securities Act of 1933.