Marino Mark A. 4

What Happened

• Mark A. Marino, Chief Financial Officer of Rackspace Technology, sold 234,683 shares of RXT common stock on February 23, 2026. The weighted average sale price reported was $1.63 per share, for total proceeds of approximately $382,533. This was a sale (not a purchase) and was executed as a "sell-to-cover" to satisfy tax withholding on vested restricted stock units.

Key Details

• Transaction date: 2026-02-23
• Transaction type/code: Sale (S) — open market/private sale; price = $1.63 (weighted average)
• Shares sold: 234,683; Proceeds: ~$382,533
• Shares owned after transaction: Not specified in the provided filing excerpt
• Footnotes:
  • F1: Sale was a "sell-to-cover" to satisfy tax withholding on vesting RSUs.
  • F2: Executed under a Rule 10b5-1 durable sell-to-cover trading plan adopted 9/12/2023.
  • F3: Executed in multiple trades; reported price is a weighted average; full trade-level details available on request.
• Filing date vs. report date: Filed and reported on 2026-02-23 — no late-filing flag provided in the excerpt.

Context

• A "sell-to-cover" is a routine transaction where shares are sold solely to cover tax withholding when RSUs vest; it does not necessarily reflect the insider's view of the company. Trades under a 10b5-1 plan are pre-scheduled and automated, further indicating the sale was procedural rather than discretionary. For retail investors, purchases can be more informative about insider sentiment than routine sell-to-cover transactions.