What changed in this filing

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Item 9A. Controls and Procedures

2025-03-21 compared with 2024-03-15 · 35 added, 34 removed, 174 unchanged (28% of the section changed)

30 unchanged sentences

The Code of Conduct, as well as any waiver of a provision of the Code of Conduct granted to any senior officer or director or material amendment to the Code of Conduct, if any, may be found on our website at ir.rackspace.com under "Corporate Governance."

We have adopted the Rackspace Technology, Inc.

Securities Trading Policy which governs, among other things, the purchase, sale and/or other dispositions of our securities by our directors, officers and employees that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us.

A copy of this policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

ITEM 11 – EXECUTIVE COMPENSATION

40 unchanged sentences

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)

* Successor Agent Appointment and Agency Transfer Agreement, dated as of November 15, 2024, among Rackspace Technology Global, Inc., the subsidiary loan parties party thereto, the lenders party thereto, Citibank, N.A., as the predecessor administrative agent, Citibank, N.A., acting through its agency & trust business, as the predecessor collateral agent, and Wilmington Trust, National Association, as the successor administrative agent and as the successor collateral agent

Incremental Assumption and Amendment Agreement No.

19 unchanged sentences

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

and PNC Capital Markets LLC as structuring agent (incorporated by reference from Exhibit 10.17 to Rackspace Technology, Inc.’s Form 10-K for the year ended December 31, 2023)

† 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)

1 unchanged sentence

and Amar Maletira, effective September 27, 2022 (incorporated by reference from Exhibit 10.1 to Rackspace Technology, Inc.'s Form 10-Q for the quarter ended September 30, 2022)

† Amended and Restated Employment Agreement between Rackspace US, Inc.

and Mark Marino, effective January 12, 2024 (incorporated by reference from Exhibit 10.1 to Rackspace Technology, Inc.’s Form 8-K, filed on January 12, 2024)

† Employment Agreement between Rackspace US, Inc.

and Holly Windham, effective as of April 17, 2017 (incorporated by reference from Exhibit 10.3 to Rackspace Technology, Inc.’s Form 10-Q for the quarter ended March 31, 2021)

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

and Holly Windham, effective as of October 1, 2017 (incorporated by reference from Exhibit 10.4 to Rackspace Technology, Inc.’s Form 10-Q for the quarter ended March 31, 2021)

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

and Holly Windham, effective April 1, 2021 (incorporated by reference from Exhibit 10.14 to Rackspace Technology, Inc.’s Form 10-Q for the quarter ended March 31, 2021)

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

and Holly Windham, effective February 1, 2022 (incorporated by reference from Exhibit 10.24 to Rackspace Technology, Inc.’s Form 10-K for the year ended December 31, 2021)

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

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)

and Brian Lillie, effective January 16, 2023 (inco rporated b y reference from Exhibit 10.6 to Rac kspace Technology, Inc.

’ s Form 10-Q for the quarter ended March 31, 2024)

Separation Agreement and Release between Rackspace US, Inc.

and Brian Lillie

† Employment Agreement between Rackspace US, Inc.

and Naushaza Molu, dated November 14, 2022 (incorporated by reference from Exhibit 10.1 to Rackspace Technology, Inc.’s Form 8-K, filed on November 18, 2022)

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

and Naushaza Molu, dated November 15, 2022 (incorporated by reference from Exhibit 10.2 to Rackspace Technology, Inc.’s Form 8-K, filed on November 18, 2022)

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

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)

and Dharmendra Kumar (“DK”) Sinha, effective July 13, 2022 (incorporated by reference from Exhibit 10.

7 to Rackspace Technology, Inc.’s Form 10-Q for the quarter ended March 31, 2024)

E mploymen t Agreement between Rackspace US, Inc.

and Srinivas Koushik , dated D e cember 15, 2021

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

4 unchanged sentences

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

10.32 † Form of RSU Award Agreement between Rackspace Technology, Inc.

and certain of the Directors under the 2017 Incentive Plan (incorporated by reference from Exhibit 10.25 to Rackspace Technology, Inc.’s Amendment No.

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

10.33 † Form of RSA Award Agreement between Rackspace Technology, Inc.

and certain of the Directors under the 2017 Incentive Plan (incorporated by reference from Exhibit 10.26 to Rackspace Technology, Inc.’s Amendment No.

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

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

1 unchanged sentence

† 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, 2023)

† Form of Restricted Stock Unit Award 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 )

2 to Rackspace Technology, Inc.’s Form 10-Q for the quarter ended June 30, 2024)

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

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

3 to Rackspace Technology, Inc.’s Form 10-Q for the quarter ended June 30, 2024)

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

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

4 to Rackspace Technology, Inc.’s Form 10-Q for the quarter ended June 30, 2024)

† Rackspace Technology, Inc.

10 unchanged sentences

† Rackspace Technology, Inc.

Amendment No.

3 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 4 )

† 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)

4 unchanged sentences

Rackspace Technology, Inc.

Non-Employee Director Compensation Policy, effective January 1, 2025

† Rackspace Technology, Inc.

Executive Change in Control Severance Plan (incorporated by reference from Exhibit 10.1 to Rackspace Technology, Inc.’s Form 8-K, filed on March 18, 2021)

1 unchanged sentence

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

* Rackspace Technology, Inc.

Securities T rading Policy

21.1 * Subsidiaries of the registrant

5 unchanged sentences

97 Rackspace Technology, Inc.

Executive Officer In cen tive Compensation C la wback Policy

Executive Officer Incentive Compensation Clawback Policy (incorporated by reference from Exhibit 97 to Rackspace Technology, Inc.’s Form 10-K for the year ended December 31, 202 3 )

* 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)

8 unchanged sentences

† Indicates management contract or compensatory plan.

+ 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.

11 unchanged sentences

Mark Marino (Principal Financial and Accounting Officer)

/s/ Susan Arthur Director March 15, 2024

/s/ Betsy Atkins Director March 20, 2025

4 unchanged sentences

Director March 20, 2025

/s/ Vikram Mahidhar

Director March 20, 2025

Vikram Mahidhar

/s/ Anthony Roberts Director March 20, 2025

2 unchanged sentences

Shashank Samant

/s/ David Sambur Director March 15, 2024

/s/ Anthony Scott

3 unchanged sentences

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