Rackspace CEO sells $1.6M in stock for taxes

Rackspace Technology’s CEO executed an automatic sell-to-cover trade under a Rule 10b5-1 plan to cover taxes on vested stock units while retaining over 3.6 million shares.

Rhea-AI Filing Summary

Rackspace Technology, Inc. (RXT) reported that Chief Executive Officer and director Kandiah Gajakarnan Vibushanan sold 498,728 shares of common stock on September 4, 2026 at a weighted average price of $3.21 per share, leaving him with 3,684,955 shares held directly.

The company states this was a sell-to-cover transaction executed solely to satisfy tax withholding obligations arising from the vesting of previously granted restricted stock units and was carried out automatically under a Rule 10b5-1 trading plan adopted on March 17, 2026, with trades priced between $3.12 and $3.28 per share.

Insider Trade Summary 10b5-1

Net Seller: 498,728 shares

Net Sell 1 txn

Insider Kandiah Gajakarnan Vibushanan

Role Chief Executive Officer

Sold 498,728 shs ($1.60M)

Type	Security	Shares	Price	Value
Sale	Common Stock F1, F2, F3	498,728	$3.21	$1.60M

Holdings After Transaction: Common Stock — 3,684,955 shares (Direct)

Footnotes (3)

1. F1. 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. F2. 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 March 17, 2026. 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. F3. This transaction was executed in multiple trades at prices ranging from $3.12 to $3.28. 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

Shares sold: 498,728 shares Weighted average sale price: $3.21 per share Sale price range: $3.12–$3.28 per share +3 more

6 metrics

Shares sold 498,728 shares Common stock sold on September 4, 2026 in a sell-to-cover transaction

Weighted average sale price $3.21 per share Average price for the 498,728 shares sold on September 4, 2026

Sale price range $3.12–$3.28 per share Range of prices for multiple trades in the September 4, 2026 sale

Post-transaction holdings 3,684,955 shares Rackspace Technology common stock held directly by the CEO after the sale

Approximate transaction value $1.60 million 498,728 shares sold at a weighted average of $3.21 per share

Rule 10b5-1 plan adoption date March 17, 2026 Date the durable sell-to-cover trading plan was adopted

Key Terms

sell to cover, Rule 10b5-1 trading plan, restricted stock units, weighted average sale price

4 terms

sell to cover financial

"shares of common stock that were sold in a "sell to cover" transaction"

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"

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.

restricted stock units financial

"in connection with the vesting of restricted stock units previously granted"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

weighted average sale price financial

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

FAQ

What insider transaction did Rackspace Technology (RXT) disclose for its CEO?

Rackspace Technology disclosed that CEO Kandiah Gajakarnan Vibushanan sold 498,728 shares of common stock on September 4, 2026 at a weighted average price of $3.21 per share in a sell-to-cover transaction related to tax withholding on vested restricted stock units.

How many Rackspace Technology (RXT) shares does the CEO hold after this Form 4 transaction?

After the reported transaction, the CEO directly holds 3,684,955 shares of Rackspace Technology common stock, as stated in the filing, reflecting his position following the sell-to-cover sale on September 4, 2026.

Was the Rackspace Technology (RXT) CEO’s stock sale part of a Rule 10b5-1 trading plan?

Yes. The filing states the sale was made pursuant to a Rule 10b5-1 trading plan in the form of a durable sell-to-cover instruction adopted on March 17, 2026, providing for automatic sales to satisfy tax withholding obligations from RSU vesting.

Why did the Rackspace Technology (RXT) CEO sell 498,728 shares?

The company reports the 498,728 shares were sold in a sell-to-cover transaction executed solely to satisfy the CEO’s tax withholding obligations triggered by the vesting of previously granted restricted stock units.

What price range applied to the Rackspace Technology (RXT) CEO’s share sale?

The sale was executed in multiple trades at prices ranging from $3.12 to $3.28 per share. The reported $3.21 figure represents the weighted average sale price across those trades, according to the filing’s footnote.

What was the approximate total value of the Rackspace Technology (RXT) CEO’s sell-to-cover transaction?

Based on 498,728 shares sold at a weighted average price of $3.21 per share, the transaction’s value was approximately $1.60 million, executed to cover tax withholding obligations related to vesting restricted stock units.

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Available on EDGAR 09/04/2026 - 09:55 PM Accepted by SEC EDGAR 09/04/2026 - 09:55 PM Learn about SEC filing dates

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).

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^*

Kandiah Gajakarnan Vibushanan

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/04/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/04/2026		S(1)(2)		498,728(1)(2)	D	$3.21(3)	3,684,955	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 March 17, 2026. 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 at prices ranging from $3.12 to $3.28. 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 Gajakarnan Vibushanan Kandiah	09/04/2026
	** 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)