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

Rackspace (RXT) CFO gets RSU grant and sells shares for tax withholding

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

Rhea-AI Filing Summary

Rackspace Technology chief financial officer Mark A. Marino reported routine equity compensation activity and related tax sales. He received a grant of 806,451 restricted stock units that vest quarterly over three years, each settling into one share of common stock. To cover tax withholding from RSU vesting, he sold 48,099 shares of common stock in an open-market transaction at a weighted average price of $5.56 per share under a pre-arranged Rule 10b5-1 sell-to-cover trading plan. After these transactions, he directly holds 2,917,226 shares of Rackspace common stock.

Positive

  • None.

Negative

  • None.
Insider Marino Mark A.
Role Chief Financial Officer
Sold 48,099 shs ($267K)
Type Security Shares Price Value
Sale Common Stock 48,099 $5.56 $267K
Grant/Award Common Stock 806,451 $0.00 --
Holdings After Transaction: Common Stock — 2,917,226 shares (Direct, null)
Footnotes (1)
  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. 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.
Shares sold 48,099 shares Open-market sell-to-cover on 2026-06-04
Sale price $5.56 per share Weighted average sale price for tax-related sale
RSU grant size 806,451 units Restricted stock units granted on 2026-04-03
Post-sale holdings 2,917,226 shares Common stock held directly after transactions
Post-grant holdings 2,965,325 shares Common stock after RSU grant, before later sale
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.
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Form 4 Insider Transactions: What Each Field Means →
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*
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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial 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)
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 Stock04/03/2026A806,451(1)A$02,965,325D
Common Stock06/04/2026S(2)(3)48,099(2)(3)D$5.56(4)2,917,226D
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 Mark Marino06/04/2026
** 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

FAQ

What insider transactions did Rackspace (RXT) CFO Mark Marino report?

Rackspace CFO Mark Marino reported a grant of 806,451 restricted stock units and the sale of 48,099 common shares. The sale was solely to cover taxes triggered by RSU vesting, under a pre-arranged Rule 10b5-1 trading plan.

How many Rackspace (RXT) shares did the CFO sell and at what price?

Mark Marino sold 48,099 Rackspace common shares at a weighted average price of $5.56 per share. The transaction was a sell-to-cover event to satisfy tax withholding obligations from previously granted restricted stock units that vested.

What equity award did the Rackspace (RXT) CFO receive in this Form 4?

The CFO received 806,451 restricted stock units with no cash purchase price. These RSUs vest in quarterly installments over three years, generally contingent on his continued employment, with each RSU settling into one share of Rackspace common stock.

Was the Rackspace (RXT) CFO’s share sale part of a trading plan?

Yes. The share sale was executed under a Rule 10b5-1 trading plan adopted on September 12, 2023. The plan provides durable instructions for automatic sell-to-cover transactions to meet tax withholding obligations from RSU vesting or settlement events.

How many Rackspace (RXT) shares does the CFO hold after these transactions?

Following the reported transactions, Mark Marino directly holds 2,917,226 shares of Rackspace common stock. This figure reflects his position after both the 806,451 restricted stock unit grant and the 48,099-share sell-to-cover tax transaction reported in the Form 4.