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

Rackspace (RXT) EVP Sinha receives 1.14M RSUs, sells 48K shares to cover taxes

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Rackspace Technology, Inc. executive Dharmendra Kumar Sinha, EVP and President of Public Cloud, reported both an equity award and a related share sale. On April 3, he received a grant of 1,142,473 restricted stock units, which vest quarterly over three years, each RSU representing one common share at settlement. On June 4, 48,099 common shares were sold at a weighted average price of $5.56 per share in a “sell to cover” transaction solely to pay tax withholding on previously vested RSUs, executed automatically under a Rule 10b5-1 durable sell-to-cover plan. After the June sale, he held 3,370,431 shares directly, indicating the tax-related sale was small relative to his overall position.

Positive

  • None.

Negative

  • None.
Insider SINHA DHARMENDRA KUMAR
Role EVP, President, Public Cloud
Sold 48,099 shs ($267K)
Type Security Shares Price Value
Sale Common Stock 48,099 $5.56 $267K
Grant/Award Common Stock 1,142,473 $0.00 $0.00
Holdings After Transaction: Common Stock — 3,370,431 shares (Direct)
Footnotes (4)
  1. F1. Grant of restricted stock units ("RSUs") in a transaction exempt under Section 16b-3. RSUs vest in quarterly installments over three years, generally subject to the reporting person's continued employment. Each RSU represents the right to receive, at settlement, one share of common stock.
  2. F2. 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. F3. 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. F4. 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.
Shares sold for tax withholding 48,099 shares Common Stock sold on June 4, 2026 in sell-to-cover
Sale price per share $5.56 per share Weighted average price for 48,099 shares sold June 4, 2026
RSUs granted 1,142,473 units Restricted stock units granted April 3, 2026
Shares after tax-related sale 3,370,431 shares Common Stock held directly after June 4, 2026 sale
Shares after RSU grant 3,418,530 shares Common Stock held directly after April 3, 2026 RSU grant
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.
tax withholding obligations financial
"sole purpose of satisfying tax withholding obligations in connection with the vesting of restricted stock units"

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FAQ

What did Rackspace (RXT) executive Dharmendra Kumar Sinha report in this Form 4?
Dharmendra Kumar Sinha reported an RSU equity award and a small share sale. He received 1,142,473 restricted stock units, then 48,099 shares were sold later only to cover tax withholding on vested RSUs under an automatic plan.

How many Rackspace (RXT) restricted stock units were granted to Dharmendra Kumar Sinha?
He received a grant of 1,142,473 restricted stock units. These RSUs vest in quarterly installments over three years, generally conditioned on his continued employment, and each RSU represents the right to receive one share of Rackspace common stock at settlement.

Why were 48,099 Rackspace (RXT) shares sold by Dharmendra Kumar Sinha?
The 48,099 shares were sold solely to cover tax withholding obligations from RSU vesting. The sale was part of a pre-established Rule 10b5-1 durable sell-to-cover trading plan that automatically sells enough shares to satisfy required tax payments.

At what price were the 48,099 Rackspace (RXT) shares sold?
The 48,099 shares were sold at a weighted average price of $5.56 per share. The transaction was executed in multiple trades, and the reporting person has undertaken to provide detailed trade prices and share counts upon request.

How many Rackspace (RXT) shares does Dharmendra Kumar Sinha hold after these transactions?
Following the June 4 tax-related sale, Dharmendra Kumar Sinha held 3,370,431 shares of Rackspace common stock directly. This shows that the 48,099 shares sold for tax withholding represent a small portion of his overall share ownership.

What is the vesting schedule for Dharmendra Kumar Sinha’s Rackspace (RXT) RSUs?
The restricted stock units vest in quarterly installments over three years. Vesting is generally subject to his continued employment, and each vested RSU entitles him to receive one share of Rackspace common stock at settlement.
SEC Form 4
FORM 4UNITED 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).
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*
SINHA DHARMENDRA KUMAR
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP, President, Public Cloud
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/03/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock04/03/2026A1,142,473(1)A$03,418,530D
Common Stock06/04/2026S(2)(3)48,099(2)(3)D$5.56(4)3,370,431D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
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, generally subject to the reporting person's continued employment. 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 Dharmendra Kumar Sinha06/04/2026
** Signature of Reporting PersonDate
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