[Form 4] Rackspace Technology, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Rackspace Technology reported that Gajakarnan Vibushanan Kandiah, serving as Chief Executive Officer and a director, received equity awards on 09/04/2025. The filing shows a grant of 4,000,000 restricted stock units (RSUs) that vest 25% annually on each September 3 from 2026 through 2029 and a grant of 6,000,000 stock options with an exercise price of $1.30 that vest 25% annually on each September 3 from 2026 through 2029 and expire on 09/03/2035. The RSUs and options were approved by a majority of the independent board members as inducements outside the company’s shareholder-approved equity incentive plan.

The report lists 4,000,000 shares beneficially owned following the RSU grant and 6,000,000 underlying shares from the option grant, both held directly. The form was signed by a power of attorney on behalf of Mr. Kandiah on 09/08/2025.

Positive

• Long-term alignment: Vesting over four years links executive compensation to continued service through 2029.
• Independent approval: Awards were approved by a majority of independent board members as an inducement under Nasdaq rules.

Negative

• Sizeable potential dilution: Grants total 10,000,000 underlying shares (4,000,000 RSUs + 6,000,000 options) which is material to share count.
• Outside-plan awards: Grants were made outside the shareholder-approved equity incentive plan, which may prompt investor scrutiny of governance and pay practices.

Insights

Compensation Analyst

TL;DR: Large inducement awards align CEO incentives with long-term tenure through multi-year vesting; material to equity dilution and governance scrutiny.

The awards—4,000,000 RSUs and 6,000,000 options at a $1.30 strike—are sizable and granted as inducements under Nasdaq Rule 5635(c)(4), meaning they were approved outside the shareholder-approved plan by independent directors. Vesting is 25% annually over four years, which ties value realization to continued service through 2029. For investors, the grants are material because they increase potential dilution and reflect board-level decisions on executive pay structure. The option expiry in 2035 provides a long exercise window but actual dilution depends on future settlement and exercise behavior.

Corporate Governance Expert

TL;DR: Independent-board approval of inducement awards follows Nasdaq procedures but warrants disclosure review due to award size.

The Form 4 explicitly states the awards were approved by a majority of independent directors and were exempt from the company’s existing equity plan. That procedural detail is important for governance transparency. The combination of RSUs and options with staged vesting is standard for retention and alignment, but the magnitude of shares involved is significant relative to typical executive grants and should be tracked in subsequent filings for dilution metrics and vote-holder impacts.

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).

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^*

Kandiah Gajakarnan Vibushanan

(Last) (First) (Middle)

1718 DRY CREEK WAY

SUITE 115

(Street)

SAN ANTONIO TX 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/04/2025

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	09/04/2025		A		4,000,000(2)	A	$0	4,000,000	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
Stock Option (right to buy)(1)	$1.3	09/04/2025		A		6,000,000		(3)	09/03/2035	Common Stock	6,000,000	$0	6,000,000	D

Explanation of Responses:

1. In accordance with Nasdaq Listing Rule 5635(c)(4), the RSUs and stock options were an inducement material to Mr. Kandiah's entering into employment with the Company. The awards were approved by a majority of the independent members of the Company's board of directors outside of the Company's shareholder-approved equity incentive plan.

2. Grant of restricted stock units ("RSUs") in a transaction exempt under Section 16b-3. The RSUs vest in equal annual installments (25%) on each of September 3, 2026, 2027, 2028 and 2029, generally subject to Mr. Kandiah's continued employment through the respective vesting dates. Each RSU represents the right to receive, at settlement, one share of common stock.

3. The stock options vest in equal annual installments (25%) on each of September 3, 2026, 2027, 2028 and 2029, generally subject to Mr. Kandiah's continued employment through the respective vesting dates.

Remarks:

	/s/ Sarah Alexander, by power of attorney from Gajakarnan Vibushanan Kandiah	09/08/2025
	** 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.

FAQ

What equity did Rackspace (RXT) grant to its CEO on 09/04/2025?

The CEO received 4,000,000 RSUs and 6,000,000 stock options on 09/04/2025.

When do the RSUs and options granted to the CEO vest?

Both the RSUs and the stock options vest in equal annual installments (25%) on each September 3 in 2026, 2027, 2028 and 2029.

What is the exercise price and expiration for the options granted to the CEO?

The stock options have an exercise price of $1.30 and an expiration date of 09/03/2035.

Were these equity awards approved under the company’s regular equity plan?

No; the filing states the RSUs and options were granted as an inducement and approved by independent directors outside the shareholder-approved equity incentive plan.

How many shares does the CEO beneficially own following the reported transactions?

The filing reports 4,000,000 shares beneficially owned following the RSU grant and 6,000,000 underlying shares from the option grant, both reported as direct ownership of the awards.