Marino Mark A. 4

What Happened Mark A. Marino, Chief Financial Officer of Rackspace Technology, was granted 806,451 restricted stock units (RSUs) on 2026-04-03 (acquisition at $0). On 2026-06-04 he disposed of 48,099 shares in an open-market sell-to-cover transaction at a weighted average price of $5.56, generating proceeds of $267,430. The RSU grant vests quarterly over three years and each RSU represents the right to receive one share upon settlement.

Key Details

• Grant: 806,451 RSUs on 2026-04-03 (grant exempt under Section 16b-3).
• Sale: 48,099 shares sold on 2026-06-04 at a weighted average price of $5.56; proceeds reported $267,430.
• Purpose of sale: Sell-to-cover to satisfy tax withholding obligations related to RSU vesting (per footnote).
• Trading plan: Sale executed pursuant to a durable Rule 10b5-1 sell-to-cover instruction adopted Sept 12, 2023.
• Execution note: Sale occurred in multiple trades; the filing reports a weighted average price and offers to provide trade-level details on request.
• Filing: Form 4 filed 2026-06-04 reporting the 2026-04-03 grant and the 2026-06-04 sale. The report does not specify total shares beneficially owned after these transactions in the provided summary.

Context

• RSUs are equity awards that convert to shares on settlement/vesting (here, quarterly over three years). The grant is an acquisition under an exempt transaction (Section 16b-3).
• Sell-to-cover transactions executed under a pre-established 10b5-1 plan are common mechanisms to satisfy tax withholding and are different from discretionary open-market selling for liquidity or portfolio reasons.