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

Rhea-AI Filing Summary

Mark A. Marino, Chief Financial Officer of Rackspace Technology, Inc. (RXT) reported a routine withholding transaction related to vested restricted stock units. On 09/01/2025 the filing shows 18,562 shares were disposed through a transaction coded F(1) at a reported price of $1.26 per share; the filer notes these shares were withheld by the issuer to satisfy withholding tax obligations arising from RSU vesting. After the transaction, Mr. Marino beneficially owns 2,446,359 shares directly. The Form 4 was signed via power of attorney on 09/03/2025. The filing indicates the transaction was exempt under Rule 16b-3 and does not disclose derivative activity.

Positive

• Disclosure of share withholding to satisfy tax obligations is transparent and consistent with equity compensation practices
• Reporting person retains significant ownership with 2,446,359 shares beneficially owned following the transaction
• Transaction reported under Rule 16b-3 exemption, indicating routine administration of RSU vesting

Negative

• Small disposal of 18,562 shares reduces insider's share count, though it appears solely tax-driven and not a market sale

Insights

Securities Analyst

TL;DR: Insignificant tax-withholding sale after RSU vesting; ownership remains materially large and this is routine insider activity.

This Form 4 documents a common issuer-withheld share disposition to satisfy tax withholding on vested restricted stock units. The disposed amount (18,562 shares) is small relative to the remaining beneficial ownership (2.45 million shares), so there is no evident change to insider alignment with shareholders. The filing cites Rule 16b-3 exemption, consistent with standard equity compensation practice. No options, warrants, or other derivatives are reported.

Corporate Governance Expert

TL;DR: Routine compliance disclosure; highlights proper use of Rule 16b-3 and timely reporting via power of attorney.

The report is a straightforward disclosure of tax-withholding on vested RSUs, a governance-appropriate action when insiders owe taxes on equity compensation. The separate reporting line for common stock and the explanatory footnote align with Form 4 conventions. Timely signature by power of attorney (09/03/2025) demonstrates procedural adherence. There is no indication of atypical insider trading or material corporate governance concerns in this filing.

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
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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.

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)
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)		18,562(1)	D	$1.26	2,446,359	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 Mark Marino	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 transaction did Mark A. Marino report on Form 4 for RXT?

The filing reports a tax-withholding disposition of 18,562 common shares on 09/01/2025 related to vested restricted stock units.

At what price were the shares reported in the Form 4?

The transaction is reported at a price of $1.26 per share.

How many RXT shares does the reporting person beneficially own after the transaction?

After the withholding transaction, Mr. Marino beneficially owns 2,446,359 shares directly.

Was this transaction an open-market sale or issuer withholding?

The filing states the shares were withheld by the issuer to satisfy withholding tax liability, not an open-market sale.

Does the Form 4 report any derivative transactions for Mark Marino?

No derivative securities are reported in Table II; the Form 4 only documents a non-derivative withholding disposition.