What changed in this filing

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Item 9A. Controls and Procedures

2026-03-06 compared with 2025-03-21 · 31 added, 26 removed, 183 unchanged (24% of the section changed)

8 unchanged sentences

Based on the assessment, management has concluded that our internal control over financial reporting was effective as of December 31, 2025.

Our independent registered public accounting firm, PricewaterhouseCoopers LLP, has audited the effectiveness of our internal control over financial reporting as of December 31, 2024, as stated in their report which appears in Part II, Item 8 of this Annual Report.

Our independent registered public accounting firm, KPMG LLP, has audited the effectiveness of our internal control over financial reporting as of December 31, 2025, as stated in their report which appears in Part II, Item 8 of this Annual Report.

Changes in Internal Control over Financial Reporting

21 unchanged sentences

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.

A copy of this policy is incorporated by reference in 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

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 (incorporated by reference from Exhibit 10.

9 to Rackspace Technology, Inc.’s Form 10-K for the year ended December 31, 2024)

Incremental Assumption and Amendment Agreement No.

23 unchanged sentences

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)

† Separation Agreement and Release of Claims by and between Rackspace Technology, Inc.

and Amar Maletira, dated September 6, 2025 (incorporated by reference from Exhibit 10.2 to Rackspace Technology, Inc.’s Form 8-K/A, filed on September 11, 2025)

† Employment Agreement by and between Rackspace Technology, Inc.

and Gajen Kandiah, dated August 30, 2025 (incorporated by reference from Exhibit 10.1 to Rackspace Technology, Inc.’s Form 8-K, filed on September 2, 2025)

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

1 unchanged sentence

† Employment Agreement between Rackspace US, Inc.

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)

and Brian Lillie, effective January 16, 2023 (incorporated by reference from Exhibit 10.6 to Rackspace Technology, Inc.’s Form 10-Q for the quarter ended March 31, 2024)

Separation Agreement and Release between Rackspace US, Inc.

and Brian Lillie

and Brian Lillie (incorporated by reference from Exhibit 10.

23 to Rackspace Technology, Inc.’s Form 10-K for the year ended December 31, 2024)

† Employment Agreement between Rackspace US, Inc.

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

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)

Employment Agreement between Rackspace US, Inc.

and Srinivas Koushik, dated December 15, 2021 (incorporated by reference from Exhibit 10.

25 to Rackspace Technology, Inc.’s Form 10-K for the year ended December 31, 2024)

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

9 unchanged sentences

† 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.

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

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 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)

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)

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)

† Form of Restricted Stock Unit Inducement Award Agreement (incorporated by reference from Exhibit 4.1 to Rackspace Technology, Inc.’s Form S-8, filed on September 4, 2025)

† Form of Non-Qualified Stock Option Inducement Award Agreement (incorporated by reference from Exhibit 4.2 to Rackspace Technology, Inc.’s Form S-8, filed on September 4, 2025)

† Rackspace Technology, Inc.

15 unchanged sentences

† Rackspace Technology, Inc.

Annual Cash Incentive Plan (incorporated by reference from Exhibit 10.8 to Rackspace Technology Inc.’s Quarterly Report on Form 10-Q filed on November 10, 2020)

Annual Cash Incentive Plan (incorporated by reference from Exhibit 10.8 to Rackspace Technology, Inc.’s Form 10-Q for the quarter ended September 30, 2020)

† Rackspace Technology, Inc.

1 unchanged sentence

Rackspace Technology, Inc.

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

Non-Employee Director Compensation Policy, effective January 1, 2025 (incorporated by reference from Exhibit 1 0 .

4 1 to Rackspace Technology, Inc.’s Form 10-K for the year ended December 31, 2024)

† Rackspace Technology, Inc.

2 unchanged sentences

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

Letter from PricewaterhouseCoopers LLP, dated March 27, 2025 (incorporated by reference from Exhibit 16.1 to Racksp ace Technology, Inc .

’ s F orm 8-K , filed on March 27, 2025)

Rackspace Technology, Inc.

Securities T rading Policy

Securities Trading Policy (incorporated by reference from Exhibit 19.1 to Rackspace Technology, Inc.’s Form 10-K for the year ended December 31, 202 4 )

21.1 * Subsidiaries of the registrant

23.1 * Consent of KPMG LLP, independent registered public accounting firm

* Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm

22 unchanged sentences

Signature Title Date

/s/ Amar Maletira Chief Executive Officer;

/s/ Gajen Kandiah

Chief Executive Officer;

Director March 6, 2026

Amar Maletira (Principal Executive Officer)

Gajen Kandiah

(Principal Executive Officer)

/s/ Mark Marino Chief Financial Officer

7 unchanged sentences

Director March 6, 2026

/s/ Vikram Mahidhar

Director March 20, 2025

Vikram Mahidhar

/s/ Anthony Roberts Director March 6, 2026

Anthony Roberts

/s/ Shashank Samant Director March 20, 2025

Shashank Samant

/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