Rackspace director completes 1.78M share sell-to-cover; 10b5-1 plan used

Rhea-AI Filing Summary

Rackspace Technology director Amar Maletira reported the sale of 1,780,619 shares of common stock between September 15 and 17, 2025. The transactions were executed under a Rule 10b5-1 durable sell-to-cover plan adopted September 14, 2023, and were done to satisfy tax withholding obligations arising from the vesting of previously granted restricted stock units and performance stock units. The Form 4 shows a weighted average sale price of $1.35 per share (trade prices ranged $1.33–$1.44). After the sales, the reporting person beneficially owns 4,608,619 shares, reported as direct ownership.

Positive

• Sale executed under a documented Rule 10b5-1 plan, indicating automated, pre-planned transactions.
• Clear disclosure of purpose: sales were for tax withholding related to vested restricted stock units and performance stock units.
• Weighted average price and trade range provided with an undertaking to supply full trade details on request, enhancing transparency.

Negative

• Large sale quantity: 1,780,619 shares were disposed, which materially reduces the reporting person's holdings.
• Post-transaction direct ownership decreased to 4,608,619 shares, reflecting dilution of insider stake.

Insights

Financial Analyst

TL;DR: Routine insider sell-to-cover under a pre-established 10b5-1 plan; reduces holdings but does not indicate discretionary trading.

The reported disposal of 1,780,619 shares was executed pursuant to a Rule 10b5-1 durable sell-to-cover instruction, which typically indicates automated sales to satisfy tax withholding on vested equity awards rather than opportunistic insider selling. The Form 4 discloses a weighted average sale price of $1.35 per share with trade prices from $1.33 to $1.44 and confirms continued direct beneficial ownership of 4,608,619 shares. For investors, this is a compliance-driven liquidity action rather than a company-operational development.

Corporate Governance Expert

TL;DR: Disclosure aligns with best practices: use of 10b5-1 plan and explicit sell-to-cover explanation improves governance transparency.

The filing clearly states the adoption date of the 10b5-1 plan and the purpose of the sales (tax withholding for vested RSUs/PSUs), and provides an undertaking to supply detailed trade-level information on request. The signature by power of attorney is included. These elements reflect appropriate insider trading governance and adherence to Section 16 reporting requirements.

Insider Trade Summary

Net Seller: 1,780,619 shares ($2,403,836)

Net Sell 1 txn

Insider Maletira Amar

Role Director

Sold 1,780,619 shs ($2.40M)

Type	Security	Shares	Price	Value
Sale	Common Stock	1,780,619	$1.35	$2.40M

Holdings After Transaction: Common Stock — 4,608,619 shares (Direct)

Footnotes (1)

1. This transaction was executed in multiple trades at prices ranging from $1.33 to $1.44 from September 15 -17, 2025. 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. 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 14, 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 and performance stock units.

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).

1. Name and Address of Reporting Person^*

Maletira Amar

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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	09/15/2025(1)		S(2)(3)		1,780,619(2)	D	$1.35(1)	4,608,619	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. This transaction was executed in multiple trades at prices ranging from $1.33 to $1.44 from September 15 -17, 2025. 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.

2. 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.

3. 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 14, 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 and performance stock units.

Remarks:

	/s/ Sarah Alexander, by power of attorney from Amar Maletira	09/17/2025
	** 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 Rackspace (RXT) insider Amar Maletira sell?

The filing shows Amar Maletira sold 1,780,619 shares of Rackspace common stock between September 15 and 17, 2025.

Why were the Rackspace (RXT) shares sold by the insider?

The Form 4 states the sales were sell-to-cover transactions to satisfy tax withholding obligations from the vesting of restricted stock units and performance stock units.

At what price were the shares sold in the RXT Form 4?

Trade prices ranged from $1.33 to $1.44; the Form 4 reports a weighted average sale price of $1.35 per share.

How many Rackspace (RXT) shares does the reporting person own after the sale?

Following the reported transactions, the reporting person beneficially owns 4,608,619 shares (direct ownership).

Was the insider sale part of a 10b5-1 plan?

Yes. The Form 4 discloses the sale was made pursuant to a Rule 10b5-1 trading plan adopted on September 14, 2023.