What changed in this filing

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Item 9A. Controls and Procedures

2024-03-15 compared with 2023-03-16 · 48 added, 53 removed, 160 unchanged (39% of the section changed)

21 unchanged sentences

ITEM 9B – OTHER INFORMATION

Rule 10b5-1 Trading Arrangements

During the fiscal quarter ended December 31, 2023, none of the company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, modified or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement" (as each term is defined in Item 408 of Regulation S-K).

ITEM 9C – DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

30 unchanged sentences

4.3 Indenture, dated as of February 9, 2021, among Rackspace Technology Global, Inc., the subsidiary guarantors party thereto from time to time and Wells Fargo Bank, National Association, as trustee (incorporated by reference from Exhibit 4.1 to Rackspace Technology, Inc.'s Form 8-K, filed on February 9, 2021)

4.4 Indenture, dated March 12, 2024, among Rackspace Finance, LLC, the guarantors party thereto from time to time and Computershare Trust Company, N.A., as trustee (incorporated by reference from Exhibit 4.1 to Rackspace Technology, Inc.’s Form 8-K filed on March 12, 2024)

10.1 First Lien Credit Agreement, dated as of November 3, 2016, among Inception Parent, Inc., Inception Merger Sub, Inc., the lenders party thereto, and Citibank, N.A., as administrative agent (incorporated by reference from Exhibit 10.1 to Rackspace Technology, Inc.’s Registration Statement on Form S-1 filed on July 10, 2020)

13 unchanged sentences

5, dated as of February 9, 2021, among Rackspace Technology Global, Inc., the subsidiary loan parties, the lenders party thereto and Citibank, N.A., as administrative agent (incorporated by reference from Exhibit 10.1 to Rackspace Technology, Inc.’s Form 8-K, filed on February 9, 2021)

10.8 First Lien Credit Agreement, dated March 12, 2024, among Rackspace Finance Holdings, LLC, Rackspace Finance, LLC, the lenders and issuing banks party thereto and Citibank, N.A., as administrative agent and Citibank, N.A., acting through its agency & trust business, as collateral agent (incorporated by reference from Exhibit 10.1 to Rackspace Technology, Inc.’s Form 8-K, filed on March 12, 2024)

10.9 Incremental Assumption and Amendment Agreement No.

1, dated March 12, 2024, among Rackspace Finance Holdings, LLC, Rackspace Finance, LLC, the subsidiary loan parties party thereto, the lenders party thereto and Citibank, N.A., as administrative agent (incorporated by reference from Exhibit 10.2 to Rackspace Technology, Inc.’s Form 8-K filed on March 12, 2024)

10.10 Amended and Restated Investor Rights Agreement, dated as of August 4, 2020, among Rackspace Technology, Inc., Searchlight Capital II, L.P., Searchlight Capital II PV, L.P.

14 unchanged sentences

and the key stockholders party thereto (incorporated by reference from Exhibit 10.9 to Rackspace Technology, Inc.’s Registration Statement on Form S-1 filed on July 10, 2020)

10.14† Employment Agreement, between Rackspace US, Inc.

and Kevin Jones, effective as of March 13, 2019 (incorporated by reference from Exhibit 10.11 to Rackspace Technology, Inc.’s Registration Statement on Form S-1 filed on July 10, 2020)

10.15† First Amendment to Employment Agreement, between Rackspace US, Inc.

and Kevin Jones, effective April 1, 2021 (incorporated by reference from Exhibit 10.13 to Rackspace Technology, Inc.’s Form 10-Q for the quarter ended March 31, 2021)

10.16† Transition Agreement and Release of Claims, between Rackspace Technology, Inc.

and Kevin Jones, effective September 27, 2022 (incorporated by reference from Exhibit 10.2 to Rackspace Technology, Inc.'s Form 10-Q for the quarter ended September 30, 2022)

10.17† Employment Agreement, between Rackspace US, Inc.

and Subroto Mukerji, effective as of July 1, 2019 (incorporated by reference from Exhibit 10.14 to Rackspace Technology, Inc.’s Registration Statement on Form S-1 filed on July 10, 2020)

10.18† First Amendment to the Employment Agreement, between Rackspace US, Inc.

and Subroto Mukerji, dated as of September 11, 2019 (incorporated by reference from Exhibit 10.15 to Rackspace Technology, Inc.’s Registration Statement on Form S-1 filed on July 10, 2020)

10.19† Second Amendment to the Employment Agreement, between Rackspace US, Inc.

and Subroto Mukerji, dated as of August 17, 2020 (incorporated by reference from Exhibit 10.18 to Rackspace Technology, Inc.’s Form 10-K for the year ended December 31, 2021)

10.20† Third Amendment to the Employment Agreement, between Rackspace US, Inc.

and Subroto Mukerji, dated as of September 15, 2021 (incorporated by reference from Exhibit 10.19 to Rackspace Technology, Inc.’s Form 10-K for the year ended December 31, 2021)

10.21† Fourth Amendment to Employment Agreement, between Rackspace US, Inc.

and Subroto Mukerji, effective as of April 15, 2022 (incorporated by reference from Exhibit 10.1 to Rackspace Technology, Inc.’s Form 10-Q for the quarter ended March 31, 2022)

10.22† Separation Agreement and Release between Rackspace US, Inc.

and Subroto Mukerji, dated as of November 8, 2022 (incorporated by reference from Exhibit 10.4 to Rackspace Technology, Inc.'s Form 10-Q for the quarter ended September 30, 2022)

10.16 Receivables Purchase Agreement, dated September 29, 2023, by and among Rackspace Receivables II LLC, the persons from time to time party thereto, PNC Bank, National Association, Rackspace US, Inc.

and PNC Capital Markets LLC (incorporated by reference from Exhibit 10.1 to Rackspace Technology, Inc.’s Form 8-K, filed on October 4, 2023)

Receivables Purchase Agreement, dated as of September 29, 2023, by and among Rackspace Receivables II LLC, Rackspace Receivables Canada Limited, the persons from time to time party thereto as purchasers, PNC Bank, National Association, Rackspace US, Inc., Rackspace International GmbH, Rackspace Limited and Onica Technologies Canada Inc.

and PNC Capital Markets LLC as structuring agent

10.18 † Employment Agreement between the Company and Amar Maletira, dated October 16, 2020 (incorporated by reference from Exhibit 10.1 to Rackspace Technology, Inc.’s Form 8-K, filed on October 21, 2020)

10 unchanged sentences

10.24 † Transition Agreement and Release of Claims, between Rackspace Technology, Inc.

and Holly Windham, effective January 16, 2023

10.30† Employment Letter to Martin Blackburn, dated as of October 30, 2019 (incorporated by reference from Exhibit 10.9 to Rackspace Technology, Inc.’s Form 10-Q for the quarter ended March 31, 2021)

10.31† Service Agreement, between Rackspace Limited and Martin Blackburn, effective as of December 1, 2019 (incorporated by reference from Exhibit 10.10 to Rackspace Technology, Inc.’s Form 10-Q for the quarter ended March 31, 2021)

10.32† Settlement Agreement between Rackspace Limited and Martin Blackburn, dated as of November 2, 2022 (incorporated by reference from Exhibit 10.3 to Rackspace Technology, Inc.'s Form 10-Q for the quarter ended September 30, 2022)

and Holly Windham, effective January 16, 2023 (inc orporated by reference from Ex hibit 10.29 to Rackspa ce Technol ogy, Inc.

’ s Form 10 -K for the year ended De cember 31, 2022)

10.25 † Employment Agreement between Rackspace US, Inc.

3 unchanged sentences

10.27 † Second Amendment to Employment Agreement between Rackspace US, Inc.

and Naushaza Molu, dated March 13, 2023

and Naushaza Molu, dated March 13, 2023 (incorporated by reference from Exhibit 10.

35 to Rackspace Technology, Inc.’s Form 10-K for the year ended December 31, 2022)

10.28 †* S eparation Agreement and Release between Rackspace US, Inc.

and Naushaza Molu, dated January 19, 2024

10.29 † Amend ed and Restated Employ me nt Agreement bet ween Rac k space US, I nc.

and Mark Marino, effec ti ve January 12, 20 24 (incorporated by reference from Exhibit 10.1 to Rackspace Techno logy , Inc.

’ s F orm 8-K , filed on January 12, 2024)

10.30 † Form of Non-Qualified Stock Option Agreement between Rackspace Technology, Inc.

2 unchanged sentences

10.31 † Form of Non-Qualified Stock Option Agreement between Rackspace Technology, Inc.

and the Chief Executive Officer under the 2017 Incentive Plan (incorporated by reference from Exhibit 10.21 to Rackspace Technology, Inc.’s Amendment No.

2 to Registration Statement on Form S-1/A filed on July 27, 2020)

10.38† Form of Service-Based RSU Award Agreement between Rackspace Technology, Inc.

and the Chief Executive Officer under the 2017 Incentive Plan (incorporated by reference from Exhibit 10.22 to Rackspace Technology, Inc.’s Amendment No.

2 to Registration Statement on Form S-1/A filed on July 27, 2020)

10.39† Form of Performance-Based RSU Award Agreement between Rackspace Technology, Inc.

and the Chief Executive Officer under the 2017 Incentive Plan (incorporated by reference from Exhibit 10.23 to Rackspace Technology, Inc.’s Amendment No.

2 to Registration Statement on Form S-1/A filed on July 27, 2020)

10.40† Form of Non-Qualified Stock Option Agreement between Rackspace Technology, Inc.

and certain of the Directors under the 2017 Incentive Plan (incorporated by reference from Exhibit 10.24 to Rackspace Technology, Inc.’s Amendment No.

6 unchanged sentences

2 to Registration Statement on Form S-1/A filed on July 27, 2020)

10.43† Form of Restricted Stock Unit Award Agreement between Rackspace Technology, Inc.

and the Company's Chief Executive Officer (incorporated by reference from Exhibit 10.1 to Rackspace Technology, Inc.’s Current Report on Form 8-K filed on August 25, 2021)

10.34 † Form of Performance Stock Unit Agreement between Rackspace Technology, Inc.

and the Company's Chief Executive Officer (incorporated by reference from Exhibit 10.2 to Rackspace Technology, Inc.’s Current Report on Form 8-K filed on August 25, 2021)

10.45† Form of Performance Stock Unit Agreement between Rackspace Technology, Inc.

and certain of its executive officers under the 2020 Equity Incentive Plan (incorporated by reference from Exhibit 10.2 to Rackspace Technology, Inc.’s Form 10-Q for the quarter ended March 31, 2022)

10.35 † Form of Cash-Settled Performance Unit Agreement between Rackspace Technology, Inc.

and certain of its executive officers under the 2020 Equity Incentive Plan (incorporated by reference from Exhibit 10.

1 to Rackspace Technology, Inc.’s Form 10-Q for the quarter ended March 31, 202 3 )

10.36 † Rackspace Technology, Inc.

7 unchanged sentences

10.39 † Rackspace Technology, Inc.

Amendment No.

2 to 2020 Equity Incentive Plan (incorporated by reference from Exhibit 10.1 to Rackspace Technology, Inc.’s Form 10-Q for the quarter ended June 30, 202 3 )

10.40 † Rackspace Technology, Inc.

Employee Stock Purchase Plan (incorporated by reference from Exhibit 4.3 to Rackspace Technology Inc.’s Registration Statement on Form S-8 filed on August 5, 2020)

13 unchanged sentences

32.2 ** Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS* Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

101.SCH* Inline XBRL Taxonomy Extension Schema Document

101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document

97 †* Rackspace Technology, Inc.

Executive Officer In cen tive Compensation C la wback Policy

* Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

* Inline XBRL Taxonomy Extension Schema Document

* Inline XBRL Taxonomy Extension Calculation Linkbase Document

* Inline XBRL Taxonomy Extension Definition Linkbase Document

* Inline XBRL Taxonomy Extension Label Linkbase Document

* Inline XBRL Taxonomy Extension Presentation Linkbase Document

104 * Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

2 unchanged sentences

† Indicates management contract or compensatory plan.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

+ Certain schedules to this Exhibit have been omitted in accordance with Item 601(b)(2) of Regulation S-K.

The company hereby agrees to furnish supplementally a copy of all omitted schedules to the SEC upon request.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

RACKSPACE TECHNOLOGY, INC.

March 16, 2023 By:

/s/ Bobby Molu

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

March 15, 2024

/s/ Mark Marino

Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

3 unchanged sentences

Amar Maletira (Principal Executive Officer)

/s/ Bobby Molu Executive Vice President and Chief Financial Officer March 16, 2023

Bobby Molu (Principal Financial Officer)

/s/ Mark Marino Chief Accounting Officer March 16, 2023

Mark Marino (Principal Accounting Officer)

/s/ Mark Marino Chief Financial Officer

March 15, 2024

Mark Marino (Principal Financial and Accounting Officer)

/s/ Susan Arthur Director March 15, 2024

/s/ Betsy Atkins Director March 15, 2024

/s/ Jeffrey Benjamin Director March 15, 2024

Jeffrey Benjamin

/s/ Dhiren Fonseca Director March 16, 2023

Dhiren Fonseca

/s/ Mitch Garber Director March 15, 2024

/s/ Mark Gross

Director March 15, 2024

/s/ Anthony Roberts Director March 15, 2024

3 unchanged sentences

/s/ David Sambur Director March 15, 2024

/s/ Anthony Scott

Director March 15, 2024

Anthony Scott

/s/ Aaron Sobel Director March 15, 2024

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures