SEC Form NT 10-K filed by Rackspace Technology Inc.
$RXT
Computer Software: Programming Data Processing
Technology
| UNITED STATES | ||||||||
| SECURITIES AND EXCHANGE COMMISSION | ||||||||
| Washington, D.C. 20549 | ||||||||
| FORM 12b-25 | ||||||||
| NOTIFICATION OF LATE FILING | ||||||||
| (Check one): | ☑ Form 10-K | ☐ Form 20-F | ☐ Form 11-K | |||||||||||
| ☐ Form 10-Q | ☐ Form 10-D | ☐ Form N-CEN | ☐ Form N-CSR | |||||||||||
For Period Ended December 31, 2024 | ||
| ☐ Transition Report on Form 10-K | ||
| ☐ Transition Report on Form 20-F | ||
| ☐ Transition Report on Form 11-K | ||
| ☐ Transition Report on Form 10-Q | ||
| For the Transition Period Ended: ___________________________ | ||
Read Instruction (on back page) Before Preparing Form. Please Print or Type. Nothing in this Form shall be construed to imply that the Commission has verified any information contained herein. | ||
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
| RACKSPACE TECHNOLOGY, INC. | ||
| Full Name of Registrant | ||
| Former Name if Applicable | ||
| 19122 US Highway 281N, Suite 128 | ||
| Address of Principal Executive Office (Street and Number) | ||
| San Antonio, TX 78258-7667 | ||
| City, State and Zip Code | ||
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
| ☑ | (a) | The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; | ||||||
| (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and | |||||||
| (c) | The accountant's statement or other exhibit required by Rule 12(b)-25(c) has been attached if applicable. | |||||||
PART III — NARRATIVE
State below in reasonable detail why the Form 10-K could not be filed within the prescribed time period.
Rackspace Technology, Inc. (the “Company”) is unable, without unreasonable effort or expense, to file its Annual Report on Form 10-K (the “Form 10-K”) for the fiscal year ended December 31, 2024 (“Fiscal 2024”) within the prescribed time period for the reasons described below.
As previously disclosed, the Company completed a series of debt refinancing transactions (the “Transactions”) in March and April 2024. The size and complexity of the Transactions has significant consequences on the Company’s income tax accounting, including impacts to our valuation allowance assessment. The full year income tax accounting consequences for these matters can only be determined once the annual results are available. The Company has been working diligently, but requires additional time to complete its evaluation of the accounting and tax implications of the Transactions.
The Company currently expects to file the Form 10-K no later than the fifteenth calendar day following the prescribed filing date.
PART IV — OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification: | |||||||||||||||||||
| Mark Marino | (800) 961-4454 | |||||||||||||||||||
| Name | Telephone Number | |||||||||||||||||||
| (2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). | |||||||||||||||||||
| ☑ Yes ☐ No | ||||||||||||||||||||
| (3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? | |||||||||||||||||||
| ☑ Yes ☐ No | ||||||||||||||||||||
| If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. | ||||||||||||||||||||
| For an explanation of the results of operations for the fiscal quarter and year ended December 31, 2024 compared to the same periods in the prior fiscal year, please refer to the Company’s earnings press release included as an exhibit to the Company’s Current Report on Form 8-K furnished to the U.S. Securities and Exchange Commission on February 20, 2025 (the “Earnings Press Release”). The financial information presented in the Earnings Press Release was based upon information available to management as of the date thereof. The Company’s actual results may differ due to final adjustments and developments that may arise or information that became or may become available between February 20, 2025 and the time the Form 10-K is filed. In particular, after the Earnings Press Release was issued, the Company identified and recorded a $4.4 million tax adjustment related to the Transactions. As a result of this adjustment, the tax benefit on the Company’s Consolidated Statement of Comprehensive Loss for the year ended December 31, 2024 is anticipated to increase by $4.4 million and net loss per share on both a basic and diluted basis is expected to improve to $(3.82) from the $(3.84) previously reported in the Earnings Press Release. On the Consolidated Balance Sheet as of December 31, 2024, deferred tax assets reported within the “Other non-current assets” caption increased by $3.1 million and the non-current “Deferred income taxes” liability decreased by $1.3 million. | ||||||||||||||||||||
Forward Looking Statements This Notification of Late Filing on Form 12b-25 contains forward-looking statements within the meaning of the federal securities laws, including statements regarding the Company’s future results and financial condition, preliminary financial results for Fiscal 2024 and the anticipated timing of its Form 10-K filing. The preliminary financial results for Fiscal 2024 represent the most current information available to management. Although the Company believes the assumptions and expectations reflected in these forward-looking statements are reasonable, the Company’s actual results when disclosed in the Form 10-K may differ from these preliminary results as a result of the completion of the Company’s ongoing analysis of the accounting and tax impacts of the Transactions and other procedures, adjustments and developments that may arise between this filing and Form 10-K filing. Additional risks and uncertainties that may cause actual results to differ materially include the risks and uncertainties listed in the Company’s filings with the SEC, including the Company’s Form 10-K filed with the SEC on March 15, 2024. The Company undertakes no obligation to update or revise these forward-looking statements, to reflect new information or events after the date of this filing or to reflect the occurrence of unanticipated events, except as required by law. | ||||||||||||||||||||
| RACKSPACE TECHNOLOGY, INC. | ||||||||
| Name of Registrant as Specified in Charter | ||||||||
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: | March 18, 2025 | /s/ Mark Marino | ||||||||||||
| Mark Marino | ||||||||||||||
| Executive Vice President and Chief Financial Officer | ||||||||||||||