Rackspace (RXT) HR chief sells 113,232 shares in Rule 10b5-1 tax trade

Rhea-AI Filing Summary

Rackspace Technology, Inc. Chief Human Resources Officer Kellie Teal‑Guess reported an open‑market sale of 113,232 shares of common stock at a weighted average price of $5.12 per share. The shares were sold solely to cover tax withholding obligations arising from the vesting of previously granted restricted stock units under an automatic Rule 10b5‑1 sell‑to‑cover trading plan. Following this transaction, she directly holds 909,152 shares of Rackspace common stock.

Insights

Equity compensation and insider trading analyst

Routine, pre-planned tax-related share sale with large remaining stake.

The Rackspace Technology Chief Human Resources Officer sold 113,232 shares of common stock at a weighted average of $5.12 per share. Footnotes state this was a “sell to cover” transaction to satisfy tax withholding triggered by vesting of restricted stock units.

The sale occurred under a durable Rule 10b5-1 trading plan adopted on September 12, 2023, meaning sales are automatic rather than opportunistic. After the sale, the officer still directly owns 909,152 shares, indicating a substantial continuing equity position.

Because the transaction is tax-driven, executed under a pre-arranged plan, and leaves a large remaining holding, it reads as routine equity compensation administration rather than a strong directional signal about Rackspace’s future prospects.

Insider Trade Summary 10b5-1

Net Seller: 113,232 shares ($579,748)

Net Sell 1 txn

Insider TEAL-GUESS KELLIE

Role Chief Human Resources Officer

Sold 113,232 shs ($580K)

Type	Security	Shares	Price	Value
Sale	Common Stock	113,232	$5.12	$580K

Holdings After Transaction: Common Stock — 909,152 shares (Direct, null)

Footnotes (1)

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. 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.

Key Figures

Shares sold: 113,232 shares Weighted average sale price: $5.12 per share Transaction value: $579,741.84 +3 more

6 metrics

Shares sold 113,232 shares Open-market sale on May 18, 2026

Weighted average sale price $5.12 per share Common stock sale to cover tax withholding

Transaction value $579,741.84 113,232 shares sold at $5.12 per share

Shares owned after transaction 909,152 shares Direct holdings following the May 18, 2026 sale

RSU-related tax sell Yes Footnote describes transaction as a sell-to-cover for tax withholding

Rule 10b5-1 plan adoption date September 12, 2023 Durable sell-to-cover trading plan governing this sale

Key Terms

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

4 terms

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.

restricted stock units financial

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

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.

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.

weighted average sale price financial

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

Form 4 Insider Transactions: What Each Field Means →

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.

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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/18/2026

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	05/18/2026		S(1)(2)		113,232(1)(2)	D	$5.12(3)	909,152	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 Kellie Teal-Guess	05/18/2026
	** 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)

FAQ

What did Rackspace (RXT) executive Kellie Teal-Guess report in this Form 4?

Kellie Teal-Guess reported selling 113,232 shares of Rackspace common stock at a weighted average price of $5.12 per share. The sale was disclosed as an open-market transaction tied to equity compensation and tax withholding obligations triggered by restricted stock unit vesting.

Why did Rackspace (RXT) chief HR officer sell 113,232 shares?

The shares were sold solely to cover tax withholding obligations from the vesting of previously granted restricted stock units. Footnotes describe the transaction as a “sell to cover” event, meaning shares are automatically sold to pay taxes owed when RSUs vest or settle.

Was the Rackspace (RXT) insider sale made under a Rule 10b5-1 plan?

Yes. The filing states the transaction occurred under a Rule 10b5-1 durable sell-to-cover trading plan adopted on September 12, 2023. Such plans pre-schedule trades, indicating the timing of this sale was automatic rather than a discretionary market-timing decision by the executive.

How many Rackspace (RXT) shares does Kellie Teal-Guess own after this sale?

After selling 113,232 shares, Kellie Teal-Guess directly holds 909,152 shares of Rackspace common stock. This remaining position shows she continues to maintain a significant equity stake in the company despite the tax-related sell-to-cover transaction disclosed in the Form 4 filing.

Does the Rackspace (RXT) Form 4 indicate multiple trade prices for the sale?

Yes. The filing notes the 113,232 shares were executed in multiple trades, and the reported $5.12 reflects the weighted average sale price. The insider undertakes to provide detailed trade price and share breakdowns to the SEC, issuer, or shareholders upon request.