Was Kellie Teal-Guess’s Rackspace (RXT) share sale part of 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 sells shares needed to satisfy tax withholding obligations from RSU vesting or settlement.

Rackspace (RXT) HR chief receives 443,548 RSUs and sells shares to cover taxes

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Rackspace Technology, Inc. Chief Human Resources Officer Kellie Teal-Guess reported both an equity award and a related share sale. She received 443,548 shares of common stock as a grant of restricted stock units that vest in quarterly installments over three years, each RSU settling into one share of common stock. To cover tax withholding obligations from vesting of previously granted RSUs, she sold 33,966 shares of common stock at a weighted average price of $5.56 per share in a sell-to-cover transaction executed under a pre-arranged Rule 10b5-1 trading plan. Following these transactions, she directly holds 1,318,734 shares of Rackspace common stock.

Insider Trade Summary 10b5-1

Net Seller: 33,966 shares ($188,851)

Net Sell 2 txns

Insider TEAL-GUESS KELLIE

Role Chief Human Resources Officer

Sold 33,966 shs ($189K)

Type	Security	Shares	Price	Value
Sale	Common Stock	33,966	$5.56	$189K
Grant/Award	Common Stock	443,548	$0.00	--

Holdings After Transaction: Common Stock — 1,318,734 shares (Direct, null)

Footnotes (1)

Grant of restricted stock units ("RSUs") in a transaction exempt under Section 16b-3. RSUs vest in quarterly installments over three years. Each RSU represents the right to receive, at settlement, one share of common stock. 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. 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.

Key Figures

RSU grant size: 443,548 shares Shares sold to cover taxes: 33,966 shares Sale price: $5.56 per share +3 more

6 metrics

RSU grant size 443,548 shares Grant of restricted stock units to CHRO

Shares sold to cover taxes 33,966 shares Sell-to-cover transaction for tax withholding

Sale price $5.56 per share Weighted average price for tax-related sale

Shares owned after transactions 1,318,734 shares Direct holdings following reported transactions

RSU vesting schedule Quarterly over three years Vesting terms for RSU award

Trading plan adoption date September 12, 2023 Rule 10b5-1 durable sell-to-cover plan

Key Terms

restricted stock units ("RSUs"), Section 16b-3, sell to cover, Rule 10b5-1 trading plan, +1 more

5 terms

restricted stock units ("RSUs") financial

"Grant of restricted stock units ("RSUs") in a transaction exempt under Section 16b-3."

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

Section 16b-3 regulatory

"Grant of restricted stock units ("RSUs") in a transaction exempt under Section 16b-3."

sell to cover financial

"shares of common stock that were sold in a "sell to cover" transaction for the sole purpose of satisfying tax withholding obligations"

Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.

Rule 10b5-1 trading plan regulatory

"This transaction was made pursuant to a Rule 10b5-1 trading plan in the form of a durable sell-to-cover instruction"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

weighted average sale price financial

"The price reported above reflects the weighted average sale price."

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Form 4 Insider Transactions: What Each Field Means →

06/04/2026 - 09:37 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^*

TEAL-GUESS KELLIE

(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 Human Resources Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/03/2026

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)
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	04/03/2026		A⁽¹⁾		443,548	A	$0	1,352,700	D
Common Stock	06/04/2026		S⁽²⁾⁽³⁾		33,966⁽²⁾⁽³⁾	D	$5.56⁽⁴⁾	1,318,734	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. Grant of restricted stock units ("RSUs") in a transaction exempt under Section 16b-3. RSUs vest in quarterly installments over three years. Each RSU represents the right to receive, at settlement, one share of common stock.

2. 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.

3. 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.

4. 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 Kellie Teal-Guess	06/04/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Rackspace (RXT) report for Kellie Teal-Guess?

Rackspace reported that Chief Human Resources Officer Kellie Teal-Guess received a grant of 443,548 restricted stock units and sold 33,966 shares. The sale was solely to cover tax withholding on previously vested RSUs under a pre-arranged Rule 10b5-1 trading plan.

How many Rackspace (RXT) shares did Kellie Teal-Guess sell and at what price?

Kellie Teal-Guess sold 33,966 shares of Rackspace common stock at a weighted average price of $5.56 per share. According to the filing, these shares were sold only to satisfy tax withholding obligations from RSU vesting under a Rule 10b5-1 trading plan.

What equity award did Kellie Teal-Guess receive from Rackspace (RXT)?

She received an award of 443,548 restricted stock units. The RSUs vest in quarterly installments over three years, and each unit represents the right to receive one share of Rackspace common stock upon settlement, as described in the filing’s footnotes.

How many Rackspace (RXT) shares does Kellie Teal-Guess own after these transactions?

After the reported grant and tax-related sale, Kellie Teal-Guess directly owns 1,318,734 shares of Rackspace common stock. This figure reflects her updated holdings as of the latest transaction date disclosed in the Form 4 filing.

What is the purpose of the Rackspace (RXT) sell-to-cover transaction by Kellie Teal-Guess?

The filing explains that 33,966 shares were sold solely to satisfy tax withholding obligations from vesting restricted stock units. This type of sell-to-cover transaction is a common mechanism for executives to pay required taxes without using separate cash.