Rackspace (RXT) CFO Marino sells 234,683 shares in Rule 10b5-1 tax trade

Rhea-AI Filing Summary

Rackspace Technology, Inc. Chief Financial Officer Mark A. Marino reported an open-market sale of 234,683 shares of common stock at a weighted average price of $1.63 per share. According to the notes, this was a sell-to-cover transaction solely to satisfy tax withholding obligations from previously granted restricted stock units that vested.

The sale was executed automatically under a Rule 10b5-1 durable sell-to-cover trading plan adopted on September 12, 2023, which provides for automatic sales to cover tax obligations on RSU vesting or settlement. After this transaction, Marino beneficially owns 2,193,115 shares of Rackspace Technology common stock directly.

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 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/23/2026		S(1)(2)		234,683(1)	D	$1.63(3)	2,193,115	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

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. 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	02/23/2026
	** 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.

FAQ

What insider transaction did Rackspace (RXT) disclose for CFO Mark A. Marino?

Rackspace disclosed that CFO Mark A. Marino sold 234,683 shares of common stock at a weighted average price of $1.63 per share. The sale was reported as an open-market transaction classified as a Rule 10b5-1 sell-to-cover for tax withholding.

Why did Rackspace (RXT) CFO Mark A. Marino sell 234,683 shares?

The CFO’s sale of 234,683 shares was executed as a sell-to-cover transaction solely to satisfy tax withholding obligations. These obligations arose from the vesting of previously granted restricted stock units, according to the explanatory footnotes in the filing.

Was Rackspace (RXT) CFO Mark A. Marino’s share sale under a Rule 10b5-1 plan?

Yes. The filing states the sale occurred under a Rule 10b5-1 durable sell-to-cover trading plan adopted on September 12, 2023. The plan provides for automatic share sales to cover tax withholding when the CFO’s restricted stock units vest or settle.

How many Rackspace (RXT) shares does CFO Mark A. Marino own after the sale?

After the reported transaction, CFO Mark A. Marino directly owns 2,193,115 shares of Rackspace Technology common stock. This figure reflects his beneficial ownership immediately following the 234,683-share sell-to-cover transaction disclosed in the Form 4 filing.

What price did Rackspace (RXT) CFO Mark A. Marino receive for the sold shares?

The shares were sold at a weighted average price of $1.63 per share. The filing notes the sale was executed in multiple trades and that detailed trade prices and share amounts are available upon request from the SEC, the company, or any security holder.

Does the Rackspace (RXT) Form 4 indicate discretionary selling by the CFO?

The Form 4 describes the transaction as a Rule 10b5-1 durable sell-to-cover instruction, meaning sales occur automatically to cover tax withholding on RSU vesting. This characterization suggests the sale followed a pre-established plan rather than a discretionary timing decision.