Sell-to-cover trade by Rackspace (RXT) CFO under 10b5-1 plan

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Rackspace Technology, Inc. Chief Financial Officer Mark A. Marino reported an open-market sale of 20,183 shares of common stock at a weighted average price of $1.81 per share. According to the disclosure, this was a "sell to cover" transaction solely to satisfy tax withholding obligations from vesting restricted stock units.

The sale was executed under a pre-arranged Rule 10b5-1 durable sell-to-cover trading plan adopted on September 12, 2023. After this tax-related sale, Marino beneficially owned 2,172,932 shares of Rackspace common stock directly.

Insider Trade Summary

Net Seller: 20,183 shares ($36,531)

Net Sell 1 txn

Insider Marino Mark A.

Role Chief Financial Officer

Sold 20,183 shs ($37K)

Type	Security	Shares	Price	Value
Sale	Common Stock	20,183	$1.81	$37K

Holdings After Transaction: Common Stock — 2,172,932 shares (Direct)

Footnotes (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. 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 sale 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. This transaction was executed in multiple trades at prices ranging from $1.75 to $1.89. 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.

Form 4 Insider Transactions: What Each Field Means →

03/02/2026 - 09:13 PM

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
Estimated average burden
hours per response:			0.5

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

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.

1718 DRY CREEK WAY, SUITE 115

(Street)

SAN ANTONIO

78259-1837

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/02/2026		S⁽¹⁾⁽²⁾		20,183⁽¹⁾⁽²⁾	D	$1.81⁽³⁾	2,172,932	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 sale 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 at prices ranging from $1.75 to $1.89. 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	03/02/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Rackspace (RXT) CFO Mark A. Marino report in this Form 4?

Rackspace CFO Mark A. Marino reported selling 20,183 shares of common stock at a weighted average price of $1.81. The filing explains this was a sell-to-cover transaction to satisfy tax withholding from vesting restricted stock units, not a discretionary share sale.

Why did the Rackspace (RXT) CFO sell 20,183 shares of stock?

The 20,183 shares were sold solely to cover tax withholding obligations arising from the vesting of restricted stock units. The filing specifies this sell-to-cover structure, meaning shares were automatically sold to pay taxes rather than as a discretionary portfolio decision.

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

Yes. The transaction was made under a Rule 10b5-1 trading plan adopted on September 12, 2023. The plan provides for automatic sales of shares needed to cover tax withholding when restricted stock units vest or settle, standardizing the timing and mechanics of such sales.

What price range did the Rackspace (RXT) CFO’s shares sell for?

The shares were sold in multiple trades at prices ranging from $1.75 to $1.89 per share. The reported $1.81 figure is a weighted average sale price. The reporting person committed to provide detailed trade breakdowns upon request to regulators or security holders.

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

After the sell-to-cover transaction, the CFO beneficially owned 2,172,932 shares of Rackspace common stock directly. This figure reflects his holdings following the 20,183-share sale executed to meet tax withholding obligations related to previously granted restricted stock units.

Is the Rackspace (RXT) CFO’s sale considered an open-market disposition?

Yes. The Form 4 classifies the event as an open-market sale of common stock. However, footnotes clarify the sale’s purpose was limited to covering tax withholding from vesting restricted stock units, executed automatically under a pre-established Rule 10b5-1 trading plan.