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

Filing Impact
(Low)
Filing Sentiment
(Negative)
Form Type
4
Rhea-AI Filing Summary

Overview: This Form 4 reports an insider transaction by Kellie Teal-Guess, Chief Human Resources Officer of Rackspace Technology, Inc. (RXT). On 09/01/2025, 17,236 shares were withheld by the issuer to satisfy tax withholding obligations associated with the vesting of restricted stock units. The shares were treated as a disposition at an effective price of $1.26 per share. After the withholding, Ms. Teal-Guess beneficially owned 1,061,951 shares.

Compliance details: The filing indicates the transaction was exempt under Rule 16b-3 and the box for a Rule 10b5-1 plan is checked. The Form 4 was signed by Sarah Alexander by power of attorney for Kellie Teal-Guess on 09/03/2025.

Positive
  • Transaction documented under Rule 16b-3, consistent with compensatory equity exemptions
  • 10b5-1 plan box checked, indicating the transaction aligns with a pre-established trading plan and strengthens compliance defensibility
  • Insider retains substantial ownership with 1,061,951 shares after withholding
Negative
  • Beneficial ownership reduced by 17,236 shares due to tax-withholding disposition (reported at $1.26 per share)

Insights

TL;DR: Routine tax-withholding disposition of vested restricted stock units; compliant with Rule 16b-3 and documented under a 10b5-1 plan.

The reported disposal of 17,236 shares reflects shares withheld to cover withholding taxes upon RSU vesting, a common and typically non-material insider action. Treatment as exempt under Rule 16b-3 aligns with standard practice for compensatory equity plans and reduces the need for further short-swing profit concerns. The checked 10b5-1 box suggests the transaction fits within a pre-established plan or defense framework, improving compliance defensibility. Impact on investors is minimal given the modest scale relative to total beneficial ownership.

TL;DR: Transaction is administrative and compliance-focused, not a directional sale indicating change in insider view.

Withholding shares to satisfy tax obligations on RSU vesting is an administrative disposition and does not necessarily indicate a change in the insider's investment stance. The filing documents the exemption under Rule 16b-3, appropriate for compensatory equity transactions, and the use of a power of attorney to sign is standard. The remaining beneficial ownership of 1,061,951 shares maintains the insider's substantial stake. This disclosure provides transparency but is unlikely to be material to the company’s valuation.

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*
TEAL-GUESS KELLIE

(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 Human Resources Officer
3. Date of Earliest Transaction (Month/Day/Year)
09/01/2025
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 09/01/2025 F(1) 17,236(1) D $1.26 1,061,951 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. Represents shares withheld by the Issuer to satisfy withholding tax liability incident to the vesting of restricted stock units in a transaction exempt under Rule 16b-3.
Remarks:
/s/ Sarah Alexander, by power of attorney from Kellie Teal-Guess 09/03/2025
** 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 did Kellie Teal-Guess report in the Form 4 for RXT?

She reported 17,236 shares withheld1,061,951 shares beneficially owned

When was the transaction dated and at what price per share?

The transaction date was 09/01/2025 and the reported effective price was $1.26 per share.

Was this transaction claimed as exempt under any SEC rule?

Yes. The filing states the transaction was exempt under Rule 16b-3 and the form also indicates a 10b5-1

Who signed the Form 4 and when?

The Form 4 was signed by Sarah Alexander by power of attorney for Kellie Teal-Guess on 09/03/2025.

What is Kellie Teal-Guess’s role at Rackspace Technology?

She is reported as the company’s Chief Human Resources Officer on the Form 4.
Rackspace Technology, Inc.

NASDAQ:RXT

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280.13M
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4.82%
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1.69%
Software - Infrastructure
Services-computer Programming, Data Processing, Etc.
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United States
SAN ANTONIO