Rackspace Technology (RXT) CFO sells shares to cover RSU tax obligations

Rhea-AI Filing Summary

Rackspace Technology, Inc. Chief Financial Officer Mark A. Marino reported an open-market sale of 14,058 shares of common stock at an average price of $1.81 per share. The shares were sold solely to cover tax withholding obligations arising from the vesting of previously granted restricted stock units.

The transaction was carried out automatically under a Rule 10b5-1 durable sell-to-cover trading plan adopted on September 12, 2023. After this tax-related sale, Marino directly owns 2,158,874 shares of Rackspace common stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Marino Mark A.

(Last) (First) (Middle)

C/O RACKSPACE TECHNOLOGY, INC.

19122 US HWY 281 N, SUITE 127

(Street)

SAN ANTONIO TEXAS 78258-7667

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Rackspace Technology, Inc. [ RXT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/18/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/18/2026		S(1)(2)		14,058(1)(2)	D	$1.81(3)	2,158,874	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Reflects the number of shares of common stock that were sold in a "sell to cover" transaction for the sole purpose of satisfying tax withholding obligations in connection with the vesting of restricted stock units previously granted to the reporting person.

2. This transaction was made pursuant to a Rule 10b5-1 trading plan in the form of a durable sell-to-cover instruction adopted by the reporting person on September 12, 2023. The trading plan provides for the automatic disposition of shares of common stock necessary to satisfy the reporting person's tax withholding obligations incurred in connection with the vesting or settlement of restricted stock units.

3. This transaction was executed in multiple trades. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide full information regarding the number of shares and prices at which the transactions were effected upon request to the SEC, the Issuer or a security holder of the Issuer.

Remarks:

	/s/ Sarah Alexander, by power of attorney from Mark Marino	03/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Rackspace (RXT) disclose for its CFO?

Rackspace disclosed that CFO Mark A. Marino sold 14,058 shares of common stock at an average price of $1.81 per share. The sale was conducted as a sell-to-cover transaction tied to vesting restricted stock units.

Why did Rackspace CFO Mark A. Marino sell 14,058 RXT shares?

The 14,058 Rackspace shares were sold solely to satisfy Marino’s tax withholding obligations from vesting restricted stock units. This was an automatic sell-to-cover transaction, rather than a discretionary decision to reduce his overall investment in the company.

Was the Rackspace CFO’s RXT share sale under a Rule 10b5-1 plan?

Yes. The filing states the transaction occurred under a Rule 10b5-1 durable sell-to-cover trading plan adopted on September 12, 2023. The plan automatically disposes of shares needed to cover taxes from restricted stock unit vesting.

How many Rackspace (RXT) shares does the CFO hold after this transaction?

After selling 14,058 shares to cover taxes, Rackspace CFO Mark A. Marino holds 2,158,874 shares of common stock directly. This indicates the reported sale was small relative to his remaining ownership position in the company.

What was the average price for the Rackspace CFO’s RXT share sale?

The reported weighted average sale price for the 14,058 Rackspace shares was $1.81 per share. The filing notes the transaction was executed in multiple trades and that full price and share breakdowns are available upon request.

Does the Rackspace CFO’s sell-to-cover transaction signal a change in outlook?

The filing characterizes the sale as a sell-to-cover transaction to meet tax withholding obligations from restricted stock unit vesting. It was executed under a pre-established Rule 10b5-1 plan, suggesting a routine tax and compensation-related event rather than a change in sentiment.