[10-Q] Rapid7, Inc. Quarterly Earnings Report

Rhea-AI Filing Summary

Rapid7 (RPD) reported Q3 2025 results. Revenue was $217.960 million, up slightly from $214.654 million a year ago. Gross profit was $152.976 million. Operating income came in at $5.903 million, and net income was $9.809 million ($0.15 diluted EPS), compared with $15.410 million last year.

For the first nine months, revenue reached $642.406 million and net income was $20.252 million. Operating cash flow for the period was strong at $116.250 million. Cash and cash equivalents were $130.613 million with $503.933 million of available‑for‑sale U.S. agency securities. Current deferred revenue was $422.943 million. Remaining performance obligations expected over the next twelve months totaled $571.398 million, with a further $266.197 million thereafter.

Rapid7 redeemed the remaining 2025 convertible notes with a $46.5 million payment and entered a new $200.0 million undrawn revolving credit facility. Convertible notes outstanding include $600.0 million due 2027 and $300.0 million due 2029. Stockholders’ equity improved to $127.216 million, up from $17.711 million at year-end.

Insights

Equity research analyst

Steady top line, lower net income; liquidity bolstered by new revolver.

Rapid7 posted modest Q3 revenue growth to $217.960M while net income declined to $9.809M, reflecting higher operating expenses. Nine‑month operating cash flow of $116.250M indicates solid cash generation despite increased investment and mix shifts.

Balance sheet dynamics include cash of $130.613M and $503.933M in U.S. agency securities. The company retired the remaining 2025 converts with a $46.5M payment and added a $200.0M undrawn revolver, alongside outstanding converts of $600.0M (2027) and $300.0M (2029). Deferred revenue current stands at $422.943M, and near‑term RPO totals $571.398M, offering revenue visibility.

Actual impact depends on expense control and renewal activity; subsequent filings may detail utilization of the credit facility or changes in RPO.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File Number: 001-37496

RAPID7, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware						35-2423994
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

120 Causeway Street
Boston,			MA						02114
(Address of principal executive offices)									(Zip Code)

Registrant’s telephone number, including area code: (617) 247-1717

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each class			Trading symbol(s)			Name of each exchange on which registered
Common Stock, $0.01 par value per share			RPD			The Nasdaq Global Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

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Large Accelerated Filer			☒			Accelerated Filer			☐
Non-accelerated Filer			☐			Small Reporting Company			☐
Emerging Growth Company			☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐   No  ☒

As of October 31, 2025, there were 65,480,776 shares of the registrant’s common stock, $0.01 par value per share, outstanding.

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						Page
PART I.			FINANCIAL INFORMATION
Item 1.			Condensed Consolidated Financial Statements (Unaudited)			1
			Condensed Consolidated Balance Sheets			1
			Condensed Consolidated Statements of Operations			2
			Condensed Consolidated Statements of Comprehensive Income			3
			Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit)			4
			Condensed Consolidated Statements of Cash Flows			6
			Notes to Unaudited Condensed Consolidated Financial Statements			7
Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			22
Item 3.			Quantitative and Qualitative Disclosures About Market Risk			39
Item 4.			Controls and Procedures			40
PART II.			OTHER INFORMATION			42
Item 1.			Legal Proceedings			42
Item 1A.			Risk Factors			42
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds			42
Item 3.			Defaults Upon Senior Securities			42
Item 4.			Mine Safety Disclosures			42
Item 5.			Other Information			42
Item 6.			Exhibits			43
			Signatures

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PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

RAPID7, INC.

Condensed Consolidated Balance Sheets (Unaudited)

(in thousands, except share and per share data)

			September 30, 2025						December 31, 2024
Assets
Current assets:
Cash and cash equivalents			$	130,613					$	334,686
Short-term investments			276,515						187,025
Accounts receivable, net of allowance for credit losses of $2,595 and $1,833 at September 30, 2025 and December 31, 2024, respectively			141,339						168,242
Deferred contract acquisition and fulfillment costs, current portion			47,557						52,134
Prepaid expenses and other current assets			39,001						44,024
Total current assets			635,025						786,111
Long-term investments			227,418						37,274
Property and equipment, net			31,966						32,245
Operating lease right-of-use assets			47,536						48,877
Deferred contract acquisition and fulfillment costs, non-current portion			64,109						73,672
Goodwill			575,268						575,268
Intangible assets, net			69,877						85,719
Other assets			15,208						12,868
Total assets			$	1,666,407					$	1,652,034
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable			$	15,571					$	18,908
Accrued expenses and other current liabilities			80,539						88,802
Convertible senior notes, current portion, net			—						45,895
Operating lease liabilities, current portion			15,955						15,493
Deferred revenue, current portion			422,943						461,118
Total current liabilities			535,008						630,216
Convertible senior notes non-current portion, net			891,279						888,356
Operating lease liabilities, non-current portion			63,551						68,430
Deferred revenue, non-current portion			28,342						27,078
Other long-term liabilities			21,011						20,243
Total liabilities			$	1,539,191					$	1,634,323
Stockholders’ equity:
Preferred stock, $0.01 par value per share; 10,000,000 shares authorized at September 30, 2025 and December 31, 2024; 0 shares issued and outstanding at September 30, 2025 and December 31, 2024			$	—					$	—
Common stock, $0.01 par value per share; 100,000,000 shares authorized at September 30, 2025 and December 31, 2024; 65,908,155 and 64,067,220 shares issued at September 30, 2025 and December 31, 2024, respectively; 65,337,900 and 63,496,965 shares outstanding at September 30, 2025 and December 31, 2024, respectively			652						635
Treasury stock, at cost, 570,255 shares at September 30, 2025 and December 31, 2024			(4,765)						(4,765)
Additional paid-in-capital			1,096,652						1,011,080
Accumulated other comprehensive income (loss)			2,459						(1,205)
Accumulated deficit			(967,782)						(988,034)
Total stockholders’ equity			127,216						17,711
Total liabilities and stockholders’ equity			$	1,666,407					$	1,652,034

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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RAPID7, INC.

Condensed Consolidated Statements of Operations (Unaudited)

(in thousands, except share and per share data)

						Three Months Ended September 30,												Nine Months Ended September 30,
						2025						2024						2025						2024
Revenue:
Product subscriptions						$	210,146					$	205,593					$	622,178					$	602,578
Professional services						7,814						9,061						20,228						25,168
Total revenue						217,960						214,654						642,406						627,746
Cost of revenue:
Product subscriptions						58,263						56,774						169,867						166,615
Professional services						6,721						6,383						17,656						18,528
Total cost of revenue						64,984						63,157						187,523						185,143
Total gross profit						152,976						151,497						454,883						442,603
Operating expenses:
Research and development						46,914						44,976						142,029						126,792
Sales and marketing						79,296						74,821						237,943						226,042
General and administrative						20,863						18,883						65,615						62,013
Total operating expenses						147,073						138,680						445,587						414,847
Income from operations						5,903						12,817						9,296						27,756
Other income (expense), net:
Interest income						6,167						5,571						17,439						15,512
Interest expense						(2,585)						(2,837)						(7,866)						(8,180)
Other (expense) income, net						(173)						2,811						5,586						681
Income before income taxes						9,312						18,362						24,455						35,769
(Benefit) provision for income taxes						(497)						2,952						4,203						12,415
Net income						$	9,809					$	15,410					$	20,252					$	23,354
Net income per share, basic						$	0.15					$	0.24					$	0.31					$	0.37
Net income per share, diluted						$	0.15					$	0.21					$	0.31					$	0.31
Weighted-average common shares outstanding, basic						64,967,114						62,898,078						64,404,649						62,389,482
Weighted-average common shares outstanding, diluted						65,181,941						74,537,085						64,691,079						74,225,110

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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RAPID7, INC.

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

(in thousands)

						Three Months Ended September 30,												Nine Months Ended September 30,
						2025						2024						2025						2024
Net income						$	9,809					$	15,410					$	20,252					$	23,354
Other comprehensive (loss) income:
Change in fair value of cash flow hedges						(2,156)						1,840						2,459						882
Adjustment for net losses (gains) realized on cash flow hedges and included in net income, net of taxes						827						(183)						973						(656)
Total change in unrealized (losses) gains on cash flow hedges						(1,329)						1,657						3,432						226
Change in unrealized gains on investments						274						1,123						232						359
Total other comprehensive (loss) income						(1,055)						2,780						3,664						585
Comprehensive income						$	8,754					$	18,190					$	23,916					$	23,939

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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RAPID7, INC.

Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Unaudited)

Three Months Ended September 30, 2025 and 2024

(in thousands)

						Common stock												Treasury stock												Additional paid-in-capital						Accumulated other comprehensive loss						Accumulated deficit						Total stockholders’ equity
						Shares						Amount						Shares						Amount
Balance, June 30, 2025						64,707						$	646					571						$	(4,765)					$	1,068,643					$	3,514					$	(977,591)					$	90,447
Stock-based compensation expense						—						—						—						—						25,293						—						—						25,293
Issuance of common stock under employee stock purchase plan						198						2						—						—						3,255						—						—						3,257
Vesting of restricted stock units						458						4						—						—						(4)						—						—						—
Shares withheld for employee taxes						(25)						—						—						—						(535)						—						—						(535)
Other comprehensive loss						—						—						—						—						—						(1,055)						—						(1,055)
Net income						—						—						—						—						—						—						9,809						9,809
Balance, September 30, 2025						65,338						$	652					571						$	(4,765)					$	1,096,652					$	2,459					$	(967,782)					$	127,216

						Common stock												Treasury stock												Additional paid-in-capital						Accumulated other comprehensive loss						Accumulated deficit						Total stockholders’ deficit
						Shares						Amount						Shares						Amount
Balance, June 30, 2024						62,702						$	628					570						$	(4,765)					$	957,996					$	(851)					$	(1,005,616)					$	(52,608)
Stock-based compensation expense						—						—						—						—						25,738						—						—						25,738
Issuance of common stock under employee stock purchase plan						144						1						—						—						4,200						—						—						4,201
Vesting of restricted stock units						341						3						—						—						(3)						—						—						—
Shares withheld for employee taxes						(21)						—						—						—						(794)						—						—						(794)
Issuance of common stock upon exercise of stock options						11						—						—						—						136						—						—						136
Other comprehensive gain						—						—						—						—						—						2,780						—						2,780
Net income						—						—						—						—						—						—						15,410						15,410
Balance, September 30, 2024						63,177						$	632					570						$	(4,765)					$	987,273					$	1,929					$	(990,206)					$	(5,137)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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RAPID7, INC.

Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Unaudited)

Nine Months Ended September 30, 2025 and 2024

(in thousands)

						Common stock												Treasury stock												Additional paid-in-capital						Accumulated other comprehensive loss						Accumulated deficit						Total stockholders’ equity
						Shares						Amount						Shares						Amount
Balance, December 31, 2024						63,497						$	635					571						$	(4,765)					$	1,011,080					$	(1,205)					$	(988,034)					$	17,711
Stock-based compensation expense						—						—						—						—						77,200						—						—						77,200
Issuance of common stock under employee stock purchase plan						385						4						—						—						7,699						—						—						7,703
Vesting of restricted stock units						1,332						13						—						—						(13)						—						—						—
Shares withheld for employee taxes						(87)						(1)						—						—						(2,434)						—						—						(2,435)
Vesting of equity awards previously classified as liabilities						22						—						—						—						777						—						—						777
Issuance of common stock upon exercise of stock options						157						1						—						—						1,588						—						—						1,589
Issuance of common stock from acquisition						32						—						—						—						755						—						—						755
Other comprehensive gain						—						—						—						—						—						3,664						—						3,664
Net income						—						—						—						—						—						—						20,252						20,252
Balance, September 30, 2025						65,338						$	652					571						$	(4,765)					$	1,096,652					$	2,459					$	(967,782)					$	127,216

						Common stock												Treasury stock												Additional paid-in-capital						Accumulated other comprehensive loss						Accumulated deficit						Total stockholders’ deficit
						Shares						Amount						Shares						Amount
Balance, December 31, 2023						61,714						$	617					570						$	(4,765)					$	898,185					$	1,344					$	(1,013,560)					$	(118,179)
Stock-based compensation expense						—						—						—						—						80,549						—						—						80,549
Issuance of common stock under employee stock purchase plan						292						3						—						—						9,243						—						—						9,246
Vesting of restricted stock units						1,123						11						—						—						(11)						—						—						—
Shares withheld for employee taxes						(83)						—						—						—						(3,883)						—						—						(3,883)
Issuance of common stock upon exercise of stock options						131						1						—						—						1,538						—						—						1,539
Other comprehensive gain						—						—						—						—						—						585						—						585
Net income						—						—						—						—						—						—						23,354						23,354
Balance, September 30, 2024						63,177						$	632					570						$	(4,765)					$	987,273					$	1,929					$	(990,206)					$	(5,137)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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RAPID7, INC.

Condensed Consolidated Statements of Cash Flows (Unaudited)

(in thousands)

												Nine Months Ended September 30,
																		2025						2024
Cash flows from operating activities:
Net income																		$	20,252					$	23,354
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization																		34,254						33,457
Amortization of debt issuance costs																		3,116						3,325
Stock-based compensation expense																		81,059						80,549
Deferred income taxes																		(1,300)						1,840
Other																		(4,730)						(4,534)
Changes in assets and liabilities:
Accounts receivable																		25,911						22,432
Deferred contract acquisition and fulfillment costs																		14,138						(493)
Prepaid expenses and other assets																		(1,339)						6,062
Accounts payable																		(3,806)						(10,450)
Accrued expenses																		(11,578)						(17,413)
Deferred revenue																		(36,911)						(37,112)
Other liabilities																		(2,816)						6,880
Net cash provided by operating activities																		$	116,250					$	107,897
Cash flows from investing activities:
Business acquisitions, net of cash acquired																		—						(37,198)
Purchases of property and equipment																		(6,446)						(2,242)
Capitalization of internal-use software																		(11,984)						(10,414)
Purchases of investments																		(503,038)						(242,494)
Sales and maturities of investments																		227,500						192,500
Other investing activities																		1,786						360
Net cash used in investing activities																		(292,182)						(99,488)
Cash flows from financing activities:
Payment of debt issuance costs																		(1,693)						—
Payments for maturity of convertible senior notes																		(45,992)						—
Taxes paid related to net share settlement of equity awards																		(2,435)						(3,883)
Proceeds from employee stock purchase plan																		7,703						9,246
Proceeds from stock option exercises																		1,589						1,436
Net cash (used in) provided by financing activities																		(40,828)						6,799
Effect of exchange rate changes on cash ,cash equivalents and restricted cash																		5,272						770
Net (decrease) increase in cash, cash equivalents and restricted cash																		$	(211,488)					$	15,978
Cash, cash equivalents and restricted cash, beginning of period																		342,101						214,130
Cash, cash equivalents and restricted cash, end of period																		$	130,613					$	230,108
Supplemental cash flow information:
Cash paid for interest on convertible senior notes																		5,768						5,840
Cash paid for income taxes, net of payments																		7,124						7,073
Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents																		130,613						222,571
Restricted cash included in other assets																		—						7,537
Total cash, cash equivalents and restricted cash																		$	130,613					$	230,108

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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RAPID7, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 1. Description of Business, Basis of Presentation and Consolidation and Significant Accounting Policies

Description of Business

Rapid7, Inc. and subsidiaries (“we,” “us” or “our”) are advancing security with visibility, analytics, and automation delivered through our platform solutions. Our solutions simplify the complex, allowing security teams to work more effectively with IT and development to reduce vulnerabilities, monitor for malicious behavior, investigate and shut down attacks, and automate routine tasks.

Immaterial Correction of an Error

During the fourth quarter of 2024, we identified an immaterial error related to stock-based compensation expense associated with certain restricted stock units (“RSUs”) and performance stock units (“PSUs”) granted during fiscal years 2023 and 2024 attributable to an improper valuation of the underlying awards, resulting in an understatement of stock-based compensation expense in 2023 and 2024. Based on an analysis of quantitative and qualitative factors in accordance with Staff Accounting Bulletin (“SAB”) No. 99, Materiality, and SAB No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, and as described further in Note 15, Immaterial Correction of an Error, we evaluated the errors and determined the related impacts were not material to our consolidated financial statements for the prior periods when they occurred, but that correcting the cumulative errors in the period detected would have been material to our results of operations for that period. Accordingly, we revised previously reported comparative financial information presented herein for such immaterial errors.

Basis of Presentation and Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared by us in accordance with accounting principles generally accepted in the United States of America (“GAAP”), as well as pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), regarding interim financial reporting. Accordingly, certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 28, 2025.

The condensed consolidated financial statements include our results of operations and those of our wholly-owned subsidiaries and reflect all adjustments (consisting solely of normal, recurring adjustments) which are, in the opinion of management, necessary for a fair statement of results for the interim periods presented. All intercompany transactions and balances have been eliminated in consolidation. The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for any future period or the entire fiscal year.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes.

The management estimates include, but are not limited to the determination of standalone selling prices in revenue transactions with multiple performance obligations, the estimated period of benefit for deferred contract acquisition costs, the useful lives and recoverability of long-lived assets, the valuation for credit losses, the valuation of stock-based compensation, the fair value of assets acquired and liabilities assumed in business combinations, the valuation of contingent consideration, the incremental borrowing rate for operating leases and the valuation for deferred tax assets. We base our estimates on historical experience and on various other assumptions that we believe are reasonable. Actual results could differ from those estimates.

Significant Accounting Policies

Our significant accounting policies are described in Note 2, Summary of Significant Accounting Policies, to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. There have been no changes to the significant accounting policies during the nine-month period ended September 30, 2025.

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Recent Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures ("ASU 2023-09"). This new guidance is designed to enhance the transparency and decision usefulness of income tax disclosures. The amendments of this update are related to the rate reconciliation and income taxes paid, requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the effect of adopting this ASU.

Note 2. Revenue from Contracts with Customers

We generate revenue primarily from: (1) product subscriptions from the sale of cloud-based subscriptions, managed services, term software licenses, content subscriptions and maintenance and support associated with our software licenses and (2) professional services from the sale of our deployment and training services related to our solutions, incident response services, penetration testing and security advisory services.

Product Subscriptions

Product subscriptions consists primarily of revenue from our cloud-based subscription, managed services offerings, term software licenses, content subscriptions and maintenance and support associated with our software licenses.

•We generate cloud-based subscription revenue primarily from sales of subscriptions to access our cloud platform, together with related support services to our customers. These arrangements do not provide the customer with the right to take possession of our software operating on our cloud platform at any time. Instead, customers are granted continuous access to our cloud platform over the contractual period. Revenue is recognized over time on a ratable basis over the contract term beginning on the date that our service is made available to the customer. Our cloud-based subscription contracts generally have annual or multi-year contractual terms which are billed in advance of the annual subscription period and are non-cancellable.

•Managed services offerings consist of fees generated when we operate our software and provide our capabilities on behalf of our customers. Revenue is recognized on a ratable basis over the contract term beginning on the date that our service is made available to the customer. Our managed services offerings generally have annual or multi-year contractual terms which are billed in advance of the annual subscription period and are non-cancellable.

•For our term software licenses where the utility to the customer is dependent on the continued delivery of content subscriptions, we recognize the license revenue over the contractual term of the content subscription.

•Content subscriptions and our maintenance and support services are sold with our term software licenses. Revenue related to our content subscriptions associated with our software licenses is recognized ratably over the contractual period.

Professional Services

All of our professional services are considered distinct performance obligations when sold stand alone or with other products. These contracts generally have terms of one year or less. For the majority of these contracts, revenue is recognized over time based upon the proportion of work performed to date.

Contract Balances

Contract liabilities consist of deferred revenue and include payments received in advance of performance under the contract. Such amounts are recognized as revenue over the contractual period consistent with the above methodology. For the three months ended September 30, 2025 and 2024, we recognized revenue of $192.7 million and $184.6 million, respectively, that was included in the contract liability balance as of June 30 of each respective year. For the nine months ended September 30, 2025 and 2024, we recognized $413.4 million and $398.3 million, respectively, that was included in the contract liability balance as of December 31 of the respective preceding year. Deferred revenue that will be realized during the succeeding 12-month period is recorded as current, and the remaining deferred revenue is recorded as non-current.

We receive payments from customers based upon contractual billing schedules. Accounts receivable are recorded when the right to consideration becomes unconditional. Unbilled receivables include amounts related to our contractual right to consideration for both completed and partially completed performance obligations that have not been invoiced. If the right to consideration is based on satisfaction of another performance obligation in the contract other than the passage of time, we

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record a contract asset. As of September 30, 2025 and December 31, 2024, unbilled receivables of $3.1 million and $2.5 million, respectively, are included in prepaid expenses and other current assets in our consolidated balance sheet. As of September 30, 2025 and December 31, 2024, we had no contract assets recorded on our unaudited condensed consolidated balance sheet.

Disaggregated Revenue by Geographic Location:

Net revenues by geographic area presented based upon the location of the customer are as follows (in thousands):

						Three Months Ended September 30,												Nine Months Ended September 30,
						2025						2024						2025						2024
United States						$	154,778					$	156,218					$	458,535					$	458,667
Rest of world						63,182						58,436						183,871						169,079
Total						$	217,960					$	214,654					$	642,406					$	627,746

Transaction Price Allocated to the Remaining Performance Obligations

The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially unsatisfied as of September 30, 2025 (in thousands). The estimated revenues do not include unexercised contract renewals.

						Next Twelve Months						Thereafter
Product subscriptions						$	556,086					$	262,110
Professional services						15,312						4,087
Total						$	571,398					$	266,197

Deferred Contract Acquisition and Fulfillment Costs

The following table summarizes the activity of the deferred contract acquisition and fulfillment costs, which primarily consist of capitalized sales commissions, for the nine months ended September 30, 2025 and 2024 (in thousands):

						Nine Months Ended September 30,
						2025						2024
Beginning balance						$	125,806					$	121,609
Capitalization of contract acquisition and fulfillment costs						29,377						39,850
Amortization of deferred contract acquisition and fulfillment costs						(43,517)						(39,357)
Ending balance						$	111,666					$	122,102

Note 3. Business Combinations

Noetic Cyber, Inc.

On July 3, 2024, we acquired Noetic Cyber, Inc, (“Noetic”) a provider of cyber asset attack surface management, to extend Rapid7’s security operations platform by unlocking more accessible and accurate asset inventory in order to provide customers more comprehensive visibility to their attack surface, for a purchase price with an aggregate fair value of $51.2 million. The purchase consideration consisted of $38.6 million in cash paid at closing, $12.1 million of contingent consideration and $0.5 million of deferred cash payments. The deferred cash payments were held by Rapid7 to satisfy certain post-closing purchase price adjustments and payment was made during the fourth quarter of 2024.

Subject to the terms of the merger agreement, we are required to pay consideration of up to $20.0 million to Noetic shareholders based on the achievement of certain performance targets (the “Earnout Consideration”), measured annually upon the first, second and third anniversaries of the closing date of the transaction (the “Earnout Period”). If all performance targets are achieved, approximately $13.1 million of Earnout Consideration will be paid in cash, and the remaining $6.9 million of Earnout Consideration will be issued to certain employees in the form of shares of our common stock subject to continued employment requirements over the Earnout Period. The approximate $6.9 million of the Earnout Consideration that is subject to continued employment will be recognized as stock-based compensation expense over the required employment period. The fair value of the portion of the Earnout Consideration that is not subject to continued employment is included as part of purchase

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consideration at the date of the acquisition. As of July 3, 2024, we determined the fair value of the contingent purchase consideration to be $12.1 million. The fair value of the contingent purchase consideration will be reassessed each reporting period and any required adjustment will be recorded to general and administrative expense. As of September 30, 2025, the fair value of the contingent purchase consideration was $13.0 million of which $7.2 million was recorded within accrued expenses and other current liabilities and $5.8 million was recorded within other liabilities in our unaudited condensed consolidated balance sheet. For the three and nine months ended September 30, 2025, we recorded approximately $0.2 million and $0.6 million of accretion expense related to the contingent purchase consideration to general and administrative expense.

In connection with the acquisition, we expect to issue an aggregate value of $2.3 million of our common stock to two key employees of Noetic in three installments over a 36-month period following the closing date of the transaction, subject to continued employment requirements (the “Key Employee Consideration”), which therefore will be recognized as stock-based compensation expense over the required employment period.

In June 2025, the Company issued 31,911 shares of common stock as the first installment of common stock issued to the two key Noetic employees.

The number of shares to be issued at each issuance date for both the Earnout Consideration and the Key Employee Consideration will be determined by dividing the aggregate value by the fair market value of our common stock on the issuance date, and therefore will be liability-classified until the final issuance dates. In the three and nine months ended September 30, 2025, we recognized stock-based compensation expense related to such shares in the amount of $1.1 million and $3.1 million.

The following table summarizes the allocation of purchase price to the estimated fair value of the assets acquired and liabilities assumed at the acquisition date (in thousands):

Consideration:
Cash						$	38,597
Deferred cash consideration						500
Contingent consideration						12,055
Fair value of total consideration transferred						$	51,152
Recognized amount of identifiable assets acquired and liabilities assumed:
Cash and cash equivalents						$	1,296
Accounts receivable						510
Prepaid and other current assets						102
Property and equipment, net						19
Accrued expenses and other current liabilities						(220)
Deferred revenue						(910)
Other long-term liabilities						(62)
Intangible asset						11,500
Total identifiable net assets assumed						$	12,235
Goodwill						38,917
Total purchase price allocation						$	51,152

We identified developed technology as the sole acquired intangible asset. The estimated fair value of the developed technology intangible asset was $11.5 million which was based on a valuation using a probability weighted expected return model (“PWERM”). The estimated useful life of the developed technology is 7 years.

The excess of the purchase price over the tangible assets acquired, identifiable intangible asset acquired and assumed liabilities was recorded as goodwill. We believe that the amount of goodwill reflects the expected synergistic benefits of being able to leverage the integration of the technology acquired with our existing product offerings and being able to successfully market and sell these new features to our customer base. The goodwill was allocated to our one reporting unit. The acquired goodwill and intangible asset were not deductible for tax purposes.

Our revenue and net income attributable to the Noetic business for the three and nine months ended September 30, 2025 were not material.

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Note 4. Investments

Our investments, which are all classified as available-for-sale, consisted of the following (in thousands):

						As of September 30, 2025
						Amortized Cost						Gross Unrealized Gains						Gross Unrealized Losses						Fair Value
Description:
U.S government agencies						$	503,589					$	516					$	(172)					$	503,933
Total assets						$	503,589					$	516					$	(172)					$	503,933

						As of December 31, 2024
						Amortized Cost						Gross Unrealized Gains						Gross Unrealized Losses						Fair Value
Description:
U.S government agencies						224,187						328						(216)						224,299
Total assets						$	224,187					$	328					$	(216)					$	224,299

As of September 30, 2025 and December 31, 2024, our available-for-sale investments had maturities ranging from one to nineteen and from one to seventeen months, respectively.

For all of our investments for which the amortized cost basis was greater than the fair value at September 30, 2025 and December 31, 2024, we have concluded that there is no plan to sell the security nor is it more likely than not that we would be required to sell the security before its anticipated maturity. In making the determination as to whether the unrealized loss is other-than-temporary, we considered the length of time and extent the investment has been in an unrealized loss position, the financial condition and near-term prospects of the issuers, the issuers’ credit rating and the time to maturity.

Note 5. Fair Value Measurements

We measure certain financial assets and liabilities at fair value. Fair value is determined based upon the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, as determined by either the principal market or the most advantageous market. Inputs used in the valuation techniques to derive fair values are classified based on a three-level hierarchy, as follows:

•Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

•Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.

•Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the asset or liability.

We consider an active market to be one in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis, and consider an inactive market to be one in which there are infrequent or few transactions for the asset or liability, the prices are not current, or price quotations vary substantially either over time or among market makers.

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The following table presents our financial assets and liabilities measured and recorded at fair value on a recurring basis using the above input categories (in thousands):

						As of September 30, 2025
						Level 1						Level 2						Level 3						Total
Description:
Assets:
U.S. government agencies						$	503,933					$	—					$	—					$	503,933
Foreign currency forward contracts designated as cash flow hedges (prepaid expenses and other current assets)						—						2,167						—						2,167
Total assets						$	503,933					$	2,167					$	—					$	506,100
Liabilities:
Contingent consideration (other current liabilities and other long-term liabilities)						—						—						12,972						12,972
Total liabilities						$	—					$	—					$	12,972					$	12,972

						As of December 31, 2024
						Level 1						Level 2						Level 3						Total
Description:
Assets:
U.S. government agencies						$	224,299					$	—					$	—					$	224,299
Foreign currency forward contracts designated as cash flow hedges (prepaid expenses and other current assets and other assets)						—						96						—						96
Total assets						$	224,299					$	96					$	—					$	224,395
Liabilities:
Contingent consideration (other current liabilities and other long-term liabilities)						—						—						12,422						12,422
Foreign currency forward contracts designated as cash flow hedges (other current liabilities and other long term liabilities)						—						1,415						—						1,415
Total liabilities						$	—					$	1,415					$	12,422					$	13,837

Cash and cash equivalents are excluded from the table above as carrying amounts reported in our unaudited condensed consolidated balance sheet equal or approximate fair value. As of September 30, 2025, the fair value of our 0.25% and 1.25% convertible senior notes due 2027 and 2029, as further described in Note 9, Debt, was $560.6 million and $264.9 million, respectively, based upon quoted market prices. We consider the fair value of the Notes (as defined in Note 9, Debt) to be a Level 2 measurement due to limited trading activity of the Notes. As of September 30, 2025, the fair value of our contingent consideration, as further described in Note 3, Business Combinations, was $13.0 million and is classified as a Level 3 measurement based on inputs not observable in the market.

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Note 6. Property and Equipment

Property and equipment are recorded at cost and consist of the following (in thousands):

						As of September 30, 2025						As of December 31, 2024
Computer equipment and software						$	34,064					$	28,789
Furniture and fixtures						11,168						10,960
Leasehold improvements						58,653						57,051
Total						103,885						96,800
Less accumulated depreciation						(71,919)						(64,555)
Property and equipment, net						$	31,966					$	32,245

We recorded depreciation expense of $2.3 million and $2.7 million for the three months ended September 30, 2025 and 2024, respectively, and $7.5 million and $8.4 million for the nine months ended September 30, 2025 and 2024, respectively.

Note 7. Goodwill and Intangibles

Goodwill was $575.3 million as of September 30, 2025 and December 31, 2024.

The following table presents details of our intangible assets which include acquired identifiable intangible assets and capitalized internal-use software costs (in thousands):

												As of September 30, 2025																		As of December 31, 2024
						Weighted-Average Estimated Useful Life (years)						Gross Carrying Amount						Accumulated Amortization						Net Book Value						Gross Carrying Amount						Accumulated Amortization						Net Book Value
Intangible assets subject to amortization:
Developed technology						6.3						$	146,855					$	(107,463)					$	39,392					$	146,855					$	(94,193)					$	52,662
Customer relationships						4.3						12,000						(11,835)						165						12,000						(10,363)						1,637
Trade names						5.0						2,619						(2,619)						—						2,619						(2,559)						60
Total acquired intangible assets												161,474						(121,917)						39,557						161,474						(107,115)						54,359
Internal-use software						3.0						79,812						(49,492)						30,320						68,878						(37,518)						31,360
Total intangible assets												$	241,286					$	(171,409)					$	69,877					$	230,352					$	(144,633)					$	85,719

Intangible assets are expensed on a straight-line basis over the useful life of the asset. Amortization expense was $8.9 million and $8.5 million for the three months ended September 30, 2025 and 2024, respectively, and $26.8 million and $25.1 million for the nine months ended September 30, 2025 and 2024, respectively.

Estimated future amortization expense of the acquired identifiable intangible assets and completed capitalized internal-use software costs as of September 30, 2025 was as follows (in thousands):

2025 (for the remaining three months)						$	8,641
2026						27,607
2027						15,217
2028						5,103
2029						3,243
2030 and thereafter						4,409
Total						$	64,220

The table above excludes the impact of $5.7 million of capitalized internal-use software costs for projects that have not been completed as of September 30, 2025, and therefore, all the costs associated with these projects have not been incurred.

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Note 8. Derivative and Hedging Activities

To mitigate our exposure to foreign currency fluctuations resulting from certain expenses denominated in certain foreign currencies, we enter into forward contracts that are designated as cash flow hedging instruments. These forward contracts have contractual maturities of nineteen months or less, and as of September 30, 2025 and December 31, 2024, outstanding forward contracts had a total notional value of $84.6 million and $50.4 million, respectively. The notional value represents the gross amount of foreign currency that will be bought or sold upon maturity of the forward contract. During the three and nine months ended September 30, 2025 and 2024, all cash flow hedges were considered effective. Refer to Note 5, Fair Value Measurements, for the fair values of our outstanding derivative instruments.

Note 9. Debt

Convertible Senior Notes

In May 2020, we issued $230.0 million aggregate principal amount of convertible senior notes due May 1, 2025 (the “2025 Notes”), in March 2021, we issued $600.0 million aggregate principal amount of convertible senior notes due March 15, 2027 (the “2027 Notes”), and in September 2023, we issued $300.0 million aggregate principal amount of convertible senior notes due March 15, 2029 (the “2029 Notes”) (collectively, the “Notes”). In September 2023, we used $201.0 million of the proceeds from the issuance of the 2029 Notes to repurchase and retire $184.0 million aggregate principal amount of the 2025 Notes and paid accrued and unpaid interest thereon. Further details of the Notes are as follows:

Issuance						Maturity Date						Interest Rate						First Interest Payment Date						Effective Interest Rate						Semi-Annual Interest Payment Dates						Initial Conversion Rate per $1,000 principal						Initial Conversion Price						Number of Shares (in millions)
2025 Notes						May 1, 2025						2.25%						November 1, 2020						2.88%						May 1 and November 1						16.3875						61.02						0.8
2027 Notes						March 15, 2027						0.25%						September 15, 2021						0.67%						March 15 and September 15						9.6734						103.38						5.8
2029 Notes						March 15, 2029						1.25%						March 15, 2024						1.69%						March 15 and September 15						15.4213						64.85						4.6

On May 1, 2025, the Company paid $46.5 million to redeem the outstanding portion of the 2025 Notes, including the outstanding principal amount and accrued interest through the maturity date of the 2025 Notes.

The 2027 Notes and the 2029 Notes are senior unsecured obligations, do not contain any financial covenants and are governed by indentures between the Company, as issuer, and U.S. Trust Company, Bank National Association, as trustee (the “Indentures”). The total net proceeds from the 2025 Notes, the 2027 Notes and the 2029 Notes offerings, after deducting initial purchase discounts and debt issuance costs, were $222.8 million, $585.0 million and $292.0 million, respectively.

As of September 30, 2025, the 2027 Notes and the 2029 Notes were not convertible at the option of the holders.

The holders may convert the 2027 Notes and the 2029 Notes at any time on or after December 15, 2026 and December 15, 2028, respectively, until the close of business on the second scheduled trading day immediately preceding the maturity date, regardless of the circumstances set forth above. Upon conversion, we will pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election, in the manner and subject to the terms and conditions provided in the Indentures.

If we undergo a fundamental change (as set forth in the Indentures) at any time prior to the maturity date, holders of the Notes will have the right, at their option, to require us to repurchase for cash all or any portion of their Notes at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. In addition, following certain corporate events that occur prior to the maturity date or following our issuance of a notice of redemption, in each case as described in the Indentures, we will increase the conversion rate for a holder of the Notes who elects to convert its Notes in connection with such a corporate event or during the related redemption period in certain circumstances.

For additional details on the terms of our Notes, see Note 11, Debt, to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024.

Accounting for the Notes

In accounting for the issuance of the Notes, the principal less debt issuance costs are recorded as debt on our unaudited condensed consolidated balance sheet. The debt issuance costs are amortized to interest expense using the effective interest method over the contractual term of the Notes.

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The net carrying amount of the Notes as of September 30, 2025 and December 31, 2024 was as follows (in thousands):

						2025 Notes																		2027 Notes																		2029 Notes
						Principal						Unamortized debt issuance costs						Total						Principal						Unamortized debt issuance costs						Total						Principal						Unamortized debt issuance costs						Total
Balance at December 31, 2024						$	45,992					$	(97)					$	45,895					$	600,000					$	(5,564)					$	594,436					$	300,000					$	(6,080)					$	293,920
Amortization of debt issuance costs						—						97						97						—						1,880						1,880						—						1,043						1,043
Principal payment upon maturity						(45,992)						—						(45,992)						—						—						—						—						—						—
Balance at September 30, 2025						$	—					$	—					$	—					$	600,000					$	(3,684)					$	596,316					$	300,000					$	(5,037)					$	294,963

Interest expense related to the Notes was as follows (in thousands):

						Three Months Ended September 30,
						2025																								2024
						2025 Notes						2027 Notes						2029 Notes						Total						2025 Notes						2027 Notes						2029 Notes						Total
Contractual interest expense						$	—					$	375					$	938					$	1,313					$	258					$	375					$	938					$	1,571
Amortization of debt issuance costs						—						639						363						1,002						79						634						455						1,168
Total interest expense						$	—					$	1,014					$	1,301					$	2,315					$	337					$	1,009					$	1,393					$	2,739

						Nine Months Ended September 30,
						2025																								2024
						2025 Notes						2027 Notes						2029 Notes						Total						2025 Notes						2027 Notes						2029 Notes						Total
Contractual interest expense						$	345					$	1,125					$	2,813					$	4,283					$	776					$	1,125					$	2,812					$	4,713
Amortization of debt issuance costs						97						1,880						1,043						3,020						228						1,877						1,077						3,182
Total interest expense						$	442					$	3,005					$	3,856					$	7,303					$	1,004					$	3,002					$	3,889					$	7,895

Capped Calls

In connection with the offering of the 2025 Notes, the 2027 Notes and the 2029 Notes, we entered into privately negotiated capped call transactions with certain counterparties (the “2025 Capped Calls”, “2027 Capped Calls” and “2029 Capped Calls”) (collectively, the “Capped Calls”).

The Capped Calls are expected to reduce potential dilution to our common stock upon conversion of a given series of notes and/or offset any cash payments that we are required to make in excess of the principal amount of converted notes of such series, as the case may be, with such reduction and/or offset subject to a cap. The Capped Calls are subject to adjustment upon the occurrence of certain specified extraordinary events affecting us, including merger events, tender offers and announcement events. In addition, the Capped Calls are subject to certain specified additional disruption events that may give rise to a termination of the Capped Calls, including nationalization, insolvency or delisting, changes in law, failures to deliver, insolvency filings and hedging disruptions.

The following table sets forth other key terms and premiums paid for the Capped Calls related to each series of Notes:

						Capped Calls Entered into in Connection with the Issuance of the 2025 Notes						Capped Calls Entered into in Connection with the Issuance of the 2027 Notes						Capped Calls Entered into in Connection with the Issuance of the 2029 Notes
Initial strike price, subject to certain adjustments						$	61.02					$	103.38					$	64.85
Cap price, subject to certain adjustments						$	93.88					$	159.04					$	97.88
Total premium paid (in thousands)						$	27,255					$	76,020					$	36,570
Expiration dates						March 4, 2025 - April 29, 2025						January 1, 2027 - March 11, 2027						February 13, 2029 - March 13, 2029

The 2025 Capped Calls expired in full on April 29, 2025. The Company did not elect to exercise any portion of the 2025 Capped Calls prior to expiration.

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For additional details on the terms of our Capped Calls, see Note 11, Debt, to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024.

For accounting purposes, the 2025 Capped Calls, the 2027 Capped Calls and the 2029 Capped Calls are separate transactions, and not part of the terms of the 2025 Notes, the 2027 Notes and the 2029 Notes. The 2025 Capped Calls, 2027 Capped Calls and 2029 Capped Calls are recorded in stockholders' equity and are not accounted for as derivatives.

Credit Agreement

On June 25, 2025 (the "Closing Date"), the Company entered into a credit agreement (the "Credit Agreement"), by and among the Company, Rapid7 LLC, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, that provides for a $200.0 million revolving credit facility with a letter of credit sublimit of $20.0 million. The Credit Agreement allows for incremental facilities up to the greater of $141 million or 75% of Consolidated EBITDA (as defined in the Credit Agreement). Additional incremental facilities may be incurred, subject to certain conditions. We incurred fees of $1.7 million in connection with entering into the Credit Agreement. The fees are recorded in other current and non-current assets on the consolidated balance sheet and are amortized on a straight-line basis over the contractual term of the arrangement. Under the terms of the Credit Agreement, we are required to pay a commitment fee on the unused portion of the credit facility. The commitment fee rate is determined by the total net leverage ratio of the Company and its subsidiaries, ranging from 0.20% to 0.25% per annum on the unused portion of the credit facility. The commitment fee is expensed as incurred and included within interest expense on the condensed consolidated statement of operations. The Credit Agreement matures on the fifth anniversary of the Closing Date or, if certain specified liquidity conditions are not satisfied, 91 days prior to the earliest maturity date of either the 2027 or the 2029 Notes. The Credit Agreement also contains certain affirmative and negative covenants, including a requirement to maintain a minimum interest coverage ratio for the duration of the Credit Agreement and a maximum net leverage ratio.

The borrowings under the Credit Agreement bear interest at a variable annual rate based on either the Secured Overnight Financing Rate (SOFR) subject to a floor of zero or alternate base rate plus, in each case, a fixed margin, which varies depending on the Company’s net leverage ratio. As of September 30, 2025, we did not have any outstanding borrowings under the Credit Agreement.

The Company recorded $0.1 million of amortization of debt issuance costs related to the Credit Agreement for the three and nine months ended September 30, 2025.

As of September 30, 2025, we had a total of $6.0 million in letters of credit outstanding as collateral for certain office space leases which reduce the amount of borrowing availability under our Credit Agreement.

Note 10. Stock-Based Compensation

(a) General

Stock-based compensation expense for restricted stock units (“RSUs”), performance-based restricted stock units (“PSUs”), stock options and purchase rights issued under our employee stock purchase plan was classified in the accompanying unaudited condensed consolidated statements of operations as follows (in thousands):

						Three Months Ended September 30,												Nine Months Ended September 30,
						2025						2024						2025						2024
Stock-based compensation expense:
Cost of revenue						$	2,457					$	3,141					$	7,301					$	9,082
Research and development						9,399						9,946						30,037						26,879
Sales and marketing						7,255						7,123						21,948						22,103
General and administrative						7,216						5,528						21,773						22,485
Total stock-based compensation expense						$	26,327					$	25,738					$	81,059					$	80,549

The Company recognizes compensation cost of all awards on a straight-line basis over the applicable vesting period, which is generally three to four years.

The Company's Compensation Committee adopted and approved the performance goals, targets and payout formulas for the 2025 and 2024 bonus plans, including permitting executive officers and certain other employees the opportunity to receive payment of their earned bonuses in the form of common stock (in lieu of cash). During the three

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months ended September 30, 2025, the Company recognized a reduction to stock-based compensation expense related to such bonus of less than $0.1 million resulting from a revision in estimated achievement of the pre-established corporate objectives. During the three months ended September 30, 2024, the Company recognized an expense of $0.4 million. The reversal of expense recognized during the three months ended September 30, 2025 reflects a revision in the estimated achievement of the pre-established corporate financial objectives. During the nine months ended September 30, 2025 and 2024, the Company recognized stock-based compensation expense in the amount of $0.7 million and $0.5 million, respectively, based on the probable expected performance against the pre-established corporate financial objectives as of September 30, 2025 and 2024. For employees, including executive officers, who elect to receive their bonuses in the form of common stock (in lieu of cash), the payouts are expected to be made in the form of fully vested stock awards in the first quarter of the following year pursuant to our 2015 Equity Incentive Plan, as amended. The number of shares underlying such awards is determined by dividing the dollar value of the actual bonus award payment by the closing price per share of our common stock on the date of grant.

(b) Restricted Stock, Restricted Stock Units and Performance-Based Restricted Stock Units

RSUs and PSUs activity during the nine months ended September 30, 2025 was as follows:

						Restricted Stock						Weighted Average Grant Date Fair Value
Unvested balance as of December 31, 2024						2,853,235						$	57.25
Granted						2,673,501						$	32.30
Vested						(1,354,588)						$	54.30
Forfeited						(544,223)						$	51.11
Unvested balance as of September 30, 2025						3,627,925						$	40.85

As of September 30, 2025, the unrecognized compensation expense related to our unvested RSUs and PSUs was $68.0 million. This unrecognized compensation expense will be recognized over an estimated weighted-average amortization period of 1.08 years.

In January 2025, our Compensation Committee awarded 181,067 PSUs that required the achievement of net annualized recurring revenue (“Net ARR”) and Adjusted EBITDA targets for the 2025 fiscal-year to earn any payout. Net ARR is defined as the change in the annual value of all recurring revenue related to contracts in place at year end. In addition, the portion of the PSUs that are earned would be capped at a maximum of 200% of the target level payout and if certain net ARR or Adjusted EBITDA goals were not met, no PSUs will be earned. The PSUs have a performance period of one year and the earned PSUs will vest in three equal installments following each of the first, second and third anniversary of the vesting commencement date, subject to the participant’s continuous service as of each such date. In the three and nine months ended September 30, 2025, we recorded $0.7 million and $1.8 million, respectively, of stock-based compensation expense related to these PSUs based on estimated achievement of the performance criteria.

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(c)Stock Options

The following tables summarizes information about stock option activity during the reporting periods:

						Shares						Weighted Average Exercise Price						Weighted Average Remaining Contractual Life (in years)						Aggregate Intrinsic Value (in thousands)
Outstanding as of December 31, 2024						582,638						$	12.38											$	16,225
Granted						—						—
Exercised						(157,317)						$	10.10											$	4,541
Forfeited/cancelled						(200)						$	10.88											$	—
Outstanding as of September 30, 2025						425,121						$	13.23					0.8						$	2,371
Vested and exercisable as of September 30, 2025						425,121						$	13.23					0.8						$	2,371

(d)Employee Stock Purchase Plan

Under the Rapid7, Inc. 2015 Employee Stock Purchase Plan ("ESPP"), employees may set aside up to 15% of their gross earnings, on an after-tax basis, to purchase our common shares at a discounted price, which is calculated at 85% of the lesser of: (i) the market value of our common stock at the beginning of each offering period and (ii) the market value of our common stock on the applicable purchase date.

On March 14, 2025, we issued 186,793 shares of common stock to employees, with a purchase price of $23.79 per share, for aggregate proceeds of $4.4 million.

On September 15, 2025, we issued 198,074 shares of common stock to employees with a purchase price of $16.52 per share, for aggregate proceeds of $3.3 million.

Note 11. Income Taxes

We provide for income taxes during interim periods based on our estimate of the effective tax rate for the year. Our effective tax rates for the three and nine months ended September 30, 2025 and 2024 are as follows:

						Three Months Ended September 30,												Nine Months Ended September 30,
						2025						2024						2025						2024
Effective Tax Rate						(5.3)		%				16.1		%				17.2		%				34.7		%

The primary reconciling items between the Federal statutory tax rate of 21% and our overall effective rate for the three and nine months ended September 30, 2025 were due to foreign taxes on our international operations, state income taxes, and the impact of valuation allowance on deferred tax assets.

The primary reconciling items between the Federal statutory tax rate of 21% and our overall effective rate for the three and nine months ended September 30, 2025 were due to foreign taxes on our international operations, state income taxes, the impact of valuation allowance on deferred tax assets, and certain discrete items.

On July 4, 2025, President Donald Trump signed the One Big Beautiful Bill Act ("OBBBA"). The OBBBA changed the current tax law related to both corporate income taxes and deferred tax assets and liabilities, which the Company currently accounts for under ASC 740, Income taxes ("ASC 740"). The income tax effects of a change in tax law on current taxes related to current year ordinary income and changes to deferred taxes arising subsequent to the date of enactment are included in the annual effective tax rate, beginning in the period of enactment. The Company concluded the OBBBA did not have a material impact on the Company's provision for income tax. As a result of the application of OBBBA, the Company recorded a benefit to the tax provision for the three months ended September 30, 2025.

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Note 12. Net Income per Share

The following table summarizes the computation of basic and diluted net income per share of our common stock for the three and nine months ended September 30, 2025 and 2024 (in thousands, except share and per share data):

						Three Months Ended September 30,												Nine Months Ended September 30,
						2025						2024						2025						2024
Numerator:
Net income attributable to common stockholders, basic and diluted						$	9,809					$	15,410					$	20,252					$	23,354
Denominator:
Weighted-average common shares outstanding, basic						64,967,114						62,898,078						64,404,649						62,389,482
Weighted-average effect of dilutive shares:
Dilutive effect of employee equity incentive plans						214,827						455,396						286,430						652,017
Dilutive effect of convertible senior notes						—						11,183,611						—						11,183,611
Weighted-average common shares outstanding, diluted						65,181,941						74,537,085						64,691,079						74,225,110
Net income per share attributable to common stockholders, basic						$	0.15					$	0.24					$	0.31					$	0.37
Net income per share attributable to common stockholders, diluted						$	0.15					$	0.21					$	0.31					$	0.31

We intend to settle any conversion of our 2027 Notes and 2029 Notes in cash, shares, or a combination thereof. The dilutive impact of the Notes for our calculation of diluted net income per share is considered using the if-converted method. For the three and nine months ended September 30, 2025, the shares underlying the Notes were not considered in the calculation of diluted net income per share as the effect would have been anti-dilutive.

In connection with the issuance of the 2025 Notes, the 2027 Notes and the 2029 Notes, we entered into the 2025 Capped Calls, 2027 Capped Calls and 2029 Capped Calls, which were not included for the purpose of calculating the number of diluted shares outstanding, as their effect would have been anti-dilutive.

As of September 30, 2025, the 2027 Notes and the 2029 Notes were not convertible at the option of the holder. As of September 30, 2024, the 2025 Notes, the 2027 Notes and the 2029 Notes were not convertible at the option of the holder. We had not received any conversion notices through the issuance date of our unaudited condensed consolidated financial statements. For disclosure purposes, we have calculated the potentially dilutive effect of the conversion spread, which is included in the table below. The following potentially dilutive securities outstanding have been excluded from the computation of diluted weighted-average shares outstanding for the respective periods below because they would have been anti-dilutive:

						Three Months Ended September 30,												Nine Months Ended September 30,
						2025						2024						2025						2024
Options to purchase common stock						5,130						584,078						991						584,078
Unvested restricted stock units						3,341,018						3,105,684						2,936,257						3,105,684
Common shares issued in conjunction with acquisitions						36,702						36,923						46,236						36,923
Shares to be issued under ESPP						75,326						18,332						75,326						18,332
Convertible senior notes						10,429,891						—						10,763,957						—
Total						13,888,067						3,745,017						13,822,767						3,745,017

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Note 13. Commitments and Contingencies

(a) Purchase Obligations

In January 2025, we amended our contract with a cloud services provider which increased our total purchase obligation to $660 million, including a minimum purchase commitment of $125.0 million in 2025, 2026, 2027, 2028 and 2029, and an additional $35.0 million obligation over the five-year period.

(b) Warranty

We provide limited product warranties. Historically, any payments made under these provisions have been immaterial.

(c)Litigation and Claims

From time to time, we may be a party to litigation or subject to claims incident to the ordinary course of business. Although the results of litigation and claims cannot be predicted with certainty, we currently believe that the final outcome of these ordinary course matters will not have a material adverse effect on our business. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

(d)Indemnification Obligations

We agree to standard indemnification provisions in the ordinary course of business. Pursuant to these provisions, we agree to indemnify, hold harmless and reimburse the indemnified party for losses suffered or incurred by the indemnified party, generally our customers, in connection with any United States patent, copyright or other intellectual property infringement claim by any third party arising from the use of our products or services in accordance with the agreement or arising from our gross negligence, willful misconduct or violation of the law (provided that there is not gross or willful misconduct on the part of the other party) with respect to our products or services. The term of these indemnification provisions is generally perpetual from the time of execution of the agreement. We carry insurance that covers certain third-party claims relating to our services and limits our exposure. We have never incurred costs to defend lawsuits or settle claims related to these indemnification provisions.

As permitted under Delaware law, we have entered into indemnification agreements with our officers and directors, indemnifying them for certain events or occurrences while they serve as officers or directors of the company.

(d) Income Taxes

From time to time, we may receive income tax assessments from taxing authorities asserting additional tax liabilities owed by the Company. During the quarter ended June 30, 2024, we received an initial assessment from the Israel Tax Authority (“ITA”) of approximately 324 million Israeli New Shekels (approximately $97 million, based upon current exchange rates between the Israeli New Shekel and the US Dollar) related to fiscal year 2021. Based on our interpretation of the regulations and available case law, we believe that the tax positions we have taken on our filed tax return in Israel are sustainable and we intend to defend our position through all available means. As such, we have not recorded any impact of the ITA assessment in our unaudited condensed consolidated financial statements as of and for the three and nine months ended September 30, 2025. We are continuing to monitor developments related to this matter and its impact on our existing income tax reserves for all open years. If we are unsuccessful in sustaining our tax position in this matter, our financial condition and results of operations would be adversely affected.

Note 14. Segment Information and Information about Geographic Areas

We operate in a single reportable operating segment, providing product subscriptions and professional services to our customers. The operating segment’s accounting policies are consistent with those described in Note 1, Summary of Significant Accounting Policies. Our chief operating decision maker (“CODM”) is our Chief Executive Officer. One of the measures of profit or loss that is used by our CODM to assess performance and allocate resources is consolidated net income, as reported in the condensed consolidated statements of operations. Consolidated net income is used by our CODM in monitoring actual versus budgeted results as well as in benchmarking against our competitors, which are used in assessing performance of the segment.

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The following table includes segment revenue, segment profit or loss, significant segment expenses and other segment expenses for the three and nine months ended September 30, 2025 and 2024 (in thousands):

						Three Months Ended September 30,												Nine Months Ended September 30,
						2025						2024						2025						2024
Total revenue						$	217,960					$	214,654					$	642,406					$	627,746
Adjusted total cost of revenue1						58,103						55,606						166,952						163,322
Adjusted research and development1						37,517						35,030						111,992						99,913
Adjusted sales and marketing1						71,873						67,046						214,523						201,983
Adjusted general and administrative1						13,563						13,020						43,782						39,305
Other segment expense, net2						27,095						28,542						84,905						99,869
Net income						$	9,809					$	15,410					$	20,252					$	23,354

1 Adjusted total cost of revenue excludes the impact of stock-based compensation expense and amortization of acquired intangible assets. Adjusted research and development excludes the impact of stock-based compensation expense. Adjusted sales and marketing excludes the impact of stock-based compensation and amortization of acquired intangible assets. Adjusted general and administrative excludes the impact of stock-based compensation, amortization of acquired intangible assets and acquisition-related expenses.

2 Other segment expenses include stock-based compensation expense, amortization of acquired intangible assets, acquisition-related expenses, restructuring expense, interest income, interest expense, other income (expense) and (benefit) provision for income taxes. See the unaudited condensed consolidated financial statements for other financial information regarding our operating segment.

Property and equipment, net by geographic area was as follows (in thousands):

						As of September 30, 2025						As of December 31, 2024
United States						$	19,324					$	22,613
Rest of World						12,642						9,632
Total						$	31,966					$	32,245

Note 15. Immaterial Correction of an Error

During the fourth quarter of 2024, we identified an immaterial error related to stock-based compensation expense associated with certain RSUs and PSUs granted during fiscal years 2023 and 2024 attributable to an improper valuation of the underlying awards, resulting in an understatement of stock-based compensation expense in 2023 and 2024.

In accordance with Staff Accounting Bulletin (“SAB”) No. 99, Materiality, and SAB No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, the Company evaluated the errors and determined that the related impact was not material to results of operations or financial position for any historical annual or interim period. As a result, we have corrected the errors by adjusting prior period financial statements as of and for the three and nine months ended September 30, 2024. Refer to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 for detailed tables showing the effect of the immaterial error corrections to certain line items of our unaudited condensed consolidated statements of operations and unaudited condensed consolidated statements of cash flows for the interim period ended September 30, 2024.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with (1) our unaudited condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and (2) the audited consolidated financial statements and the related notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations for the fiscal year ended December 31, 2024 included in our Annual Report on Form 10-K, filed with the SEC on February 28, 2025. Forward-looking statements in this review are qualified by the cautionary statement included under the next sub-heading, “Special Note Regarding Forward-Looking Statements”.

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q, including the sections entitled “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. Statements that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are often identified by the use of words such as, but not limited to, “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “seek,” “should,” “target,” “will,” “would” and similar expressions or variations intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, statements concerning the following:

• our ability to continue to add new customers, maintain existing customers and sell new products and professional services to new and existing customers;

• uncertain impacts that prolonged economic uncertainty may have on our business, strategy, operating results, financial condition and cash flows, as well as changes in overall level of software spending and volatility in the global economy;

• the effects of increased competition as well as innovations by new and existing competitors in our market;

• our ability to effectively restructure our business in alignment with our strategic priorities;

• our ability to adapt to technological change and effectively enhance, innovate and scale our solutions, including our Command Platform;

• our ability to effectively manage or sustain our growth and to sustain profitability;

• our ability to diversify our sources of revenue;

• potential acquisitions and integration of complementary business and technologies;

• our expected use of proceeds from future issuances of equity or convertible debt securities;

• our ability to maintain, or strengthen awareness of, our brand;

• perceived or actual security, integrity, reliability, quality or compatibility problems with our solutions, including problems related to systems, unscheduled downtime, outages or security breaches in our customers;

• statements regarding future revenue, hiring plans, expenses, capital expenditures, capital requirements and stock performance;

• our ability to meet publicly announced guidance or other expectations about our business, key metrics and future operating results;

• our ability to maintain an adequate annualized recurring revenue growth;

• our ability to attract and retain qualified employees and key personnel and further expand our overall headcount;

• our ability to grow, both domestically and internationally;

• our ability to stay abreast of new or modified laws and regulations that currently apply or become applicable to our business both in the United States and internationally;

• our ability to maintain, protect and enhance our intellectual property;

• the outcomes of our initiatives that use artificial intelligence (“AI”);

• costs associated with defending intellectual property infringement and other claims; and

• the future trading prices of our common stock and the impact of securities analysts’ reports on these prices.

These statements represent the beliefs and assumptions of our management based on information currently available to us. Such forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the

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timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the section titled “Risk Factors” included under Part I, Item 1A. Furthermore, such forward-looking statements speak only as of the date of this report. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances that occur after the date of this report.

As used in this report, the terms “Rapid7,” the “company,” “we,” “us,” and “our” mean Rapid7, Inc. and its subsidiaries unless the context indicates otherwise.

Overview

Rapid7 is a global cybersecurity software and service provider on a mission to create a safer digital world by making cybersecurity simpler and more accessible. For more than twenty years, Rapid7 has partnered with enterprises across the globe representing a diverse range of industries to improve the efficacy and productivity of their security operations (“SecOps”). In today's rapidly evolving IT environment, customers are encountering escalating challenges due to the widening spectrum of attackers and techniques, including the proliferation of cyberattacks leveraging artificial intelligence (“AI”) and targeted automation. We empower security professionals to manage a modern attack surface through our trusted AI infused technology, leading-edge research, and broad, strategic expertise. Rapid7’s comprehensive security solutions help our global customers unite exposure management with threat detection and response to reduce attack surfaces and eliminate threats with speed and precision.

Our Command Platform is anchored on our cloud security, security information and event management (“SIEM”), advanced detection and response, and vulnerability management offerings. Rapid7 enables the Security Operations Center (“SOC”) to understand their fragmented attack surface with attacker perspective, allowing them to proactively secure their attack surface and better detect and respond to threats. Enriched by years of managed services expertise, our integrated security operations platform enables SecOps teams to move away from a reactive approach, reduce their attack surface, and enhance response efficiency with a deep contextual understanding of their environment.

In the past few years, we have observed the industry undergoing a customer-driven shift to consolidated security platforms. As part of this transition, customers are moving away from cloud security as a specialized function towards cloud security as an integrated capability for SecOps teams. We view this as a demand driver for integrated SecOps, and believe that we have an opportunity to be a leader in delivering integrated risk and threat management across on-premise, cloud, and external attack surfaces. As we have shifted our strategic focus to SecOps consolidation, we are focused on continuing to drive innovation across our core products and capabilities to accelerate customer value and provide a frictionless and integrated cloud security experience.

As the threat landscape continues to grow in complexity, customers are demonstrating demand for integrated expertise to support them in effectively managing their security technologies. The convergence of these key trends – security consolidation, integrated cloud security, and expertise driven outcomes – are the foundation of what our customers require for the modern SOC. Our focus is to be the leading provider of integrated security operations solutions by providing exposure and threat management that leverages our ability to give customers command of their attack surface.

We market and sell our products and professional services to organizations of all sizes globally, including mid-market businesses, enterprises, non-profits, educational institutions and government agencies. Our customers span a wide variety of industries such as technology, energy, financial services, healthcare and life sciences, manufacturing, media and entertainment, retail, education, real estate, transportation, government and professional services. As of September 30, 2025, we had over 11,000 customers in 150 countries, including 36% of the Fortune 100. Our revenue was not concentrated with any individual customer and no customer represented more than 1% of our revenue for the three and nine months ended September 30, 2025 or 2024.

Recent Developments

Credit Agreement

On June 25, 2025 (the "Closing Date"), we entered into a credit agreement (the "Credit Agreement"), by and among the Company, Rapid7 LLC, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, that provides for a $200.0 million revolving credit facility with a letter of credit sublimit of $20.0 million. The Credit Agreement allows for incremental facilities up to the greater of $141 million or 75% of Consolidated EBITDA (as defined in the Credit Agreement). Additional incremental facilities may be incurred, subject to certain conditions. We incurred fees of $1.6 million in connection with entering into the Credit Agreement. The fees are recorded as other current assets on the consolidated balance sheet and are amortized on a straight-line basis over the contractual term of the arrangement. Under the terms of the Credit Agreement, we

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are required to pay a commitment fee on the unused portion of the credit facility. The commitment fee rate is determined by the total net leverage ratio of the Company and its subsidiaries, ranging from 0.20% to 0.25% per annum on the unused portion of the credit facility. The commitment fee is expensed as incurred and included within interest expense on the consolidated statement of operations. The Credit Agreement matures on the fifth-anniversary of the Closing Date or, if certain specified liquidity conditions are note satisfied, 91 days prior to the earliest maturity date of either the 2027 or the 2029 Notes. The Credit Agreement also contains certain affirmative and negative covenants, including a requirement to maintain a minimum interest coverage ratio for the duration of the Credit Agreement and a maximum net leverage ratio.

The borrowings under the Credit Agreement bear interest at a variable annual rate based on either the Secured Overnight Financing Rate (SOFR) subject to a floor of zero or alternate base rate plus, in each case, a fixed margin, which varies depending on the Company’s net leverage ratio. As of September 30, 2025, we did not have any outstanding borrowings under the Credit Agreement.

As of September 30, 2025, we had a total of $6.0 million in letters of credit outstanding as collateral for certain office space leases and corporate credit card programs which reduce the amount of borrowing availability under our Credit Agreement.

New U.S. Federal Tax Legislation

On July 4, 2025, President Donald Trump signed the One Big Beautiful Bill Act ("OBBBA"). The OBBBA changed the current tax law related to both corporate income taxes and deferred tax assets and liabilities, which we currently account for under ASC 740, Income taxes ("ASC 740"). The income tax effects of a change in tax law on current taxes related to current year ordinary income and changes to deferred taxes arising subsequent to the date of enactment are included in the annual effective tax rate, beginning in the period of enactment. We concluded the OBBBA did not have a material impact on our provision for income tax. As a result of the application of OBBBA, we recorded a benefit to the tax provision for the three months ended September 30, 2025.

Our Business Model

We offer our products through a variety of delivery models to meet the needs of our diverse customer base, including:

•Cloud-based subscriptions, which provide our software capabilities to our customers through cloud access and on a subscription basis. Our InsightIDR, InsightCloudSec, InsightVM, InsightAppSec, InsightConnect and Threat Command products are offered as cloud-based subscriptions, with an option for a one or multi-year term.

•Managed services, through which we operate our products and provide our capabilities on behalf of our customers. Our Managed Vulnerability Management, Managed Detection and Response, and Managed Application Security products are offered on a managed service basis, pursuant to one or multi-year agreements.

•Licensed on-premise software consists of term licenses. When licensed on-premise software is purchased, maintenance and support and content subscriptions, as applicable, are bundled with the license for the term period. Our Nexpose and Metasploit products are offered through term software licenses with an option for one or multi-year terms. Our maintenance and support provides our customers with telephone and web-based support and ongoing bug fixes and repairs during the term of the maintenance and support agreement, and our customers who purchase our Nexpose and Metasploit products also purchase content subscriptions, which provide them with real-time access to the latest vulnerabilities and exploits.

Additionally, we offer our products through our consolidation offerings, which unify our products and services to our customers in a single package. Our Threat Complete and Cloud Risk Complete packages are offered as cloud based subscriptions, with an option for a one or multi-year term. Our Managed Threat Complete Offering is offered on a managed service basis, generally pursuant to one or multi-year agreements.

For the three and nine months ended September 30, 2025 and 2024, recurring revenue, defined as revenue from term software licenses, content subscriptions, managed services, cloud-based subscriptions and maintenance and support, was 96%, and 97% of total revenue in 2025, and 96% and 96%, respectively, in 2024.

Immaterial Correction of an Error

During the fourth quarter of 2024, we identified an immaterial error related to stock-based compensation expense associated with certain restricted stock units (“RSUs”) and performance stock units (“PSUs”) granted during fiscal years 2023 and 2024 attributable to an improper valuation of the underlying awards, resulting in an understatement of stock-based compensation expense in 2023 and 2024. In accordance with Staff Accounting Bulletin (“SAB”) No. 99, Materiality, and SAB No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, we

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evaluated the errors and determined the related impacts were not material to our unaudited consolidated financial statements for the prior periods when they occurred, but that correcting the cumulative errors in the period detected would have been material to our results of operations for that period. Accordingly, we revised previously reported comparative financial information presented herein for such immaterial errors. Refer to Note 15, Immaterial Correction of an Error, in the notes to our unaudited condensed consolidated financial statements for further information.

Components of Results of Operations

Revenue

We generate revenue primarily from selling products and professional services through a variety of delivery models to meet the needs of our diverse customer base.

Product Subscriptions

We generate product subscriptions revenue from the sale of (1) cloud-based subscriptions, (2) managed services offerings, which utilize our products and (3) software licenses with related maintenance and support and content subscription, as applicable. Software license revenue consists of revenues from term licenses. When software licenses are purchased, maintenance and support and content subscription, as applicable, are bundled with the license for the term period.

Professional Services

We generate professional service revenue from the sale of deployment and training services related to our products, incident response services and security advisory services.

Cost of Revenue

Our total cost of revenue consists of the costs of product subscriptions and professional services, as noted below. In addition, cost of revenue includes overhead costs for depreciation, facilities, IT, information security, and recruiting. Our IT overhead costs include IT personnel compensation costs and costs associated with our IT infrastructure. All overhead costs are allocated based on relative headcount.

Cost of Product Subscriptions

Cost of product subscriptions consists of personnel and related costs for our content, support, managed service and cloud operations teams, including salaries and other payroll related costs, bonuses, stock-based compensation and allocated overhead costs. Also included in cost of products are software license fees, cloud computing costs and internet connectivity expenses directly related to delivering our products, amortization of contract fulfillment costs, as well as amortization of certain intangible assets including internally developed software.

Cost of Professional Services

Cost of professional services consists of personnel and related costs for our professional services team, including salaries and other payroll related costs, bonuses, stock-based compensation, costs of contracted third-party vendors, travel and entertainment expenses and allocated overhead costs.

We expect our cost of revenue to increase on an absolute dollar basis as we continue to grow our revenue.

Gross Margin

Gross margin, or gross profit as a percentage of revenue, has been and will continue to be affected by a variety of factors, including the average sales price of our products and services, transaction volume growth, the mix of revenue between software licenses, cloud-based subscriptions, managed services and professional services and changes in cloud computing costs.

We expect our gross margins to fluctuate over time depending on the factors described above.

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Operating Expenses

Operating expenses consist of research and development, sales and marketing, general and administrative expenses, and restructuring costs. Operating expenses include overhead costs for depreciation, facilities, IT, information security and recruiting. Our IT overhead costs include IT personnel compensation costs and costs associated with our IT infrastructure. All overhead costs are allocated based on relative headcount. In the near term, we expect our operating expenses to increase as a percentage of revenue as we prioritize investments to drive growth.

Research and Development Expense

Research and development expense consists of personnel costs for our research and development team, including salaries and other payroll related costs, bonuses and stock-based compensation. Additional expenses include third-party infrastructure costs, travel and entertainment, consulting and professional fees for third-party development resources as well as allocated overhead costs.

Sales and Marketing Expense

Sales and marketing expense consists of personnel costs for our sales and marketing team, including salaries and other payroll related costs, commissions, including amortization of deferred commissions, bonuses and stock-based compensation. Additional expenses include marketing activities and promotional events, travel and entertainment, training costs, amortization of certain intangible assets and allocated overhead costs.

General and Administrative Expense

General and administrative expense consists of personnel costs for our executive, legal, human resources, and finance and accounting departments, including salaries and other payroll related costs, bonuses and stock-based compensation. Additional expenses include travel and entertainment, professional fees, litigation-related expenses, insurance, acquisition-related expenses, amortization of certain intangible assets and allocated overhead costs.

Interest Income

Interest income consists primarily of interest income on our cash and cash equivalents and our short and long-term investments.

Interest Expense

Interest expense consists primarily of contractual interest expense, amortization of debt issuance costs related to our convertible senior notes and revolving credit facility and induced conversion expense. We expect interest expense in the near term to represent contractual interest expense and amortization of debt issuance costs related to our convertible senior notes.

Other Income (Expense), Net

Other income (expense), net consists primarily of the change in fair value of derivative assets and unrealized and realized gains and losses related to changes in foreign currency exchange rates.

(Benefit) Provision for Income Taxes

Provision for income taxes consists of domestic and foreign taxes on income and withholding taxes. We maintain a substantially full valuation allowance for domestic and certain foreign deferred tax assets, including net operating loss carryforwards and tax credits. We determined as of September 30, 2025 that it was more likely than not that these deferred tax assets will not be realized. However, we may release some of these valuation allowances in future periods if positive evidence, such as projection of future growth, supports the realization of such deferred tax assets. Release of all or a portion of these valuation allowances would result in a decrease in the provision for income taxes in the period of the release.

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Results of Operations

All numbers presented below are in thousands except for percentages.

						Three Months Ended September 30,												Nine Months Ended September 30,
						2025						2024						2025						2024
						(in thousands)
Consolidated Statement of Operations Data:
Revenue:
Product subscriptions						$	210,146					$	205,593					$	622,178					$	602,578
Professional services						7,814						9,061						20,228						25,168
Total revenue						217,960						214,654						642,406						627,746
Cost of revenue:(1)
Product subscriptions						58,263						56,774						169,867						166,615
Professional services						6,721						6,383						17,656						18,528
Total cost of revenue						64,984						63,157						187,523						185,143
Operating expenses:(1)
Research and development						46,914						44,976						142,029						126,792
Sales and marketing						79,296						74,821						237,943						226,042
General and administrative						20,863						18,883						65,615						62,013
Total operating expenses						147,073						138,680						445,587						414,847
Income from operations						5,903						12,817						9,296						27,756
Interest income						6,167						5,571						17,439						15,512
Interest expense						(2,585)						(2,837)						(7,866)						(8,180)
Other (expense) income, net						(173)						2,811						5,586						681
Income before income taxes						9,312						18,362						24,455						35,769
(Benefit) provision for income taxes						(497)						2,952						4,203						12,415
Net income						$	9,809					$	15,410					$	20,252					$	23,354

(1) Cost of revenue and operating expenses include stock-based compensation expense and depreciation and amortization expense as follows:

						Three Months Ended September 30,												Nine Months Ended September 30,
						2025						2024						2025						2024
						(in thousands)
Stock-based compensation expense:
Cost of revenue						$	2,457					$	3,141					$	7,301					$	9,082
Research and development						9,399						9,946						30,037						26,879
Sales and marketing						7,255						7,123						21,948						22,103
General and administrative						7,216						5,528						21,773						22,485
Total stock-based compensation expense						$	26,327					$	25,738					$	81,059					$	80,549

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						Three Months Ended September 30,												Nine Months Ended September 30,
						2025						2024						2025						2024
						(in thousands)
Depreciation and amortization expense:
Cost of revenue						$	9,211					$	8,332					$	26,718					$	24,558
Research and development						586						804						2,142						2,502
Sales and marketing						1,075						1,671						4,298						5,073
General and administrative						328						431						1,096						1,324
Total depreciation and amortization expense						$	11,200					$	11,238					$	34,254					$	33,457

The following table sets forth our consolidated statements of operations data expressed as a percentage of revenue:

						Three Months Ended September 30,												Nine Months Ended September 30,
						2025						2024						2025						2024
						(in thousands)
Consolidated Statement of Operations Data:
Revenue:
Product subscriptions						96		%				96		%				97		%				96		%
Professional services						4		%				4		%				3		%				4		%
Total revenue						100		%				100		%				100		%				100		%
Cost of revenue:(1)
Product subscriptions						27		%				26		%				26		%				27		%
Professional services						3		%				3		%				3		%				3		%
Total cost of revenue						30		%				29		%				29		%				29		%
Operating expenses:(1)
Research and development						22		%				21		%				22		%				20		%
Sales and marketing						36		%				35		%				37		%				36		%
General and administrative						10		%				9		%				10		%				10		%
Total operating expenses						67		%				65		%				69		%				66		%
Income from operations						3		%				6		%				1		%				4		%
Interest income						3		%				3		%				3		%				2		%
Interest expense						(1)		%				(1)		%				(1)		%				(1)		%
Other income (loss), net						—		%				1		%				1		%				—		%
Income before income taxes						4		%				9		%				4		%				6		%
Provision for income taxes						—		%				1		%				1		%				2		%
Net income						5		%				7		%				3		%				4		%

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Comparison of the Three and Nine Months Ended September 30, 2025 and 2024

All numbers presented below are in thousands, except for percentages.

Revenue

						Three Months Ended September 30,												Change												Nine Months Ended September 30,												Change
						2025						2024						$						%						2025						2024						$						%
Revenue:
Product subscriptions						$	210,146					$	205,593					$	4,553					2.2		%				$	622,178					$	602,578					$	19,600					3.3		%
Professional services						7,814						9,061						(1,247)						(13.8)		%				20,228						25,168						(4,940)						(19.6)		%
Total revenue						$	217,960					$	214,654					$	3,306					1.5		%				$	642,406					$	627,746					$	14,660					2.3		%

The increase in total revenue for the nine months ended September 30, 2025 as compared to the same period in 2024 of $14.7 million was primarily driven by renewals, upselling activities, and cross-selling initiatives conducted with the existing customer base of $19.6 million. This increase in revenue was partially offset by a $8.5 million decline in revenues generated from new customers as compared to the revenue derived from new customers in the corresponding periods of the prior year.

The year-over-year trends for the three-month period were aligned with the year-over-year trends for the nine-month period discussed above.

Cost of Revenue

						Three Months Ended September 30,												Change												Nine Months Ended September 30,												Change
						2025						2024						$						%						2025						2024						$						%
Cost of revenue:
Product subscriptions						$	58,263					$	56,774					$	1,489					2.6		%				$	169,867					$	166,615					$	3,252					2.0		%
Professional services						6,721						6,383						338						5.3		%				17,656						18,528						(872)						(4.7)		%
Total cost of revenue						$	64,984					$	63,157					$	1,827					2.9		%				$	187,523					$	185,143					$	2,380					1.3		%
Gross margin %:
Products						72.3		%				72.4		%																72.7		%				72.3		%
Professional services						14.0		%				29.6		%																12.7		%				26.4		%
Total gross margin %						70.2		%				70.6		%																70.8		%				70.5		%

The increase in total cost of revenue for the nine months ended September 30, 2025 as compared to the same period in 2024 was primarily driven by an increase in cloud computing costs of $4.5 million, amortization expense for capitalized internally-developed software of $1.9 million, and software subscriptions and royalties of $0.9 million. The increase was partially offset by a decrease in personnel costs of $4.7 million, including a $7.7 million decrease due to a shift in the nature of certain roles and responsibilities between product delivery and sales support functions offset by a $3.0 million increase in personnel costs as we invest in the business to accelerate future growth .

The year-over-year trends for the three-month period were aligned with the year-over-year trends for the nine-month period discussed above.

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Operating Expenses

Research and Development Expense

						Three Months Ended September 30,												Change												Nine Months Ended September 30,												Change
						2025						2024						$						%						2025						2024						$						%
Research and development						$	46,914					$	44,976					$	1,938					4.3		%				$	142,029					$	126,792					$	15,237					12.0		%
% of revenue						21.5		%				21.0		%																22.1		%				20.2		%

Research and development expenses increased for the nine months ended September 30, 2025 as compared to the same period in 2024, primarily driven by an increase in personnel cost of $11.9 million, inclusive of stock-based compensation, as well as third-party cloud infrastructure costs of $3.4 million related to the continuous development of new products and enhancements of existing products.

The year-over-year trends for the three-month period were aligned with the year-over-year trends for the nine-month period discussed above.

Sales and Marketing Expense

						Three Months Ended September 30,												Change												Nine Months Ended September 30,												Change
						2025						2024						$						%						2025						2024						$						%
Sales and marketing						$	79,296					$	74,821					$	4,475					6.0		%				$	237,943					$	226,042					$	11,901					5.3		%
% of revenue						36.4		%				34.9		%																37.0		%				36.0		%

Sales and marketing expenses increased for the nine months ended September 30, 2025 as compared to the same periods in 2024, primarily driven by an $8.9 million increase in personnel costs. This increase was driven by $9.3 million of headcount related changes associated with a shift in the nature of certain roles and responsibilities between product delivery and sales support functions, as well as a net increase in overall headcount. These increases were partially offset by a $0.4 million decrease in personnel cost attributable to lower spending on contract labor. Also contributing to the overall increase in sales and marketing expenses were higher marketing and advertising costs of $1.8 million and an additional $0.9 million of increased costs related to corporate events and related activities .

The year-over-year trends for the three-month period were aligned with the year-over-year trends for the nine-month period discussed above.

General and Administrative Expense

						Three Months Ended September 30,												Change												Nine Months Ended September 30,												Change
						2025						2024						$						%						2025						2024						$						%
General and administrative						$	20,863					$	18,883					$	1,980					10.5		%				$	65,615					$	62,013					$	3,602					5.8		%
% of revenue						9.6		%				8.8		%																10.2		%				9.9		%

General and administrative expenses increased for the nine months ended September 30, 2025 as compared to the same period in 2024, primarily driven by an increase in personnel expenses of $1.9 million as we continue to invest in our growth, increased professional fees of $2.4 million related to accounting, legal and corporate advisory services, and increased software-related expenses of $0.8 million partially offset by decreased infrastructure expenses of $2.0 million.

The year-over-year trends for the three-month period were aligned with the year-over-year trends for the nine-month period discussed above.

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Interest Income

						Three Months Ended September 30,												Change												Nine Months Ended September 30,												Change
						2025						2024						$						%						2025						2024						$						%
Interest income						$	6,167					$	5,571					$	596					10.7		%				$	17,439					$	15,512					$	1,927					12.4		%
% of revenue						2.8		%				2.6		%																2.7		%				2.5		%

Interest income increased in the three and nine months ended September 30, 2025 compared to the same period in 2024, primarily due to higher interest income as a result of an increase in cash and cash equivalents and investments.

Interest Expense

						Three Months Ended September 30,												Change												Nine Months Ended September 30,												Change
						2025						2024						$						%						2025						2024						$						%
Interest expense						$	(2,585)					$	(2,837)					$	252					(8.9)		%				$	(7,866)					$	(8,180)					$	314					(3.8)		%
% of revenue						(1.2)		%				(1.3)		%																(1.2)		%				(1.3)		%

Interest expense remained consistent in the three and nine months ended September 30, 2025 as compared to the same periods in 2024.

Other (Expense) Income, Net

						Three Months Ended September 30,												Change												Nine Months Ended September 30,												Change
						2025						2024						$						%						2025						2024						$						%
Other (expense) income, net						$	(173)					$	2,811					$	(2,984)					(106.2)		%				$	5,586					$	681					$	4,905					720.3		%
% of revenue						(0.1)		%				1.3		%																0.9		%				0.1		%

Other (expense) income, net increased for the nine months ended September 30, 2025 compared to the same period primarily driven by favorable foreign exchange currency rates resulting in an increase in realized and unrealized gains primarily related to the British Pound Sterling. Other (expense) income, net decreased for the three months ended September 30, 2025 compared to the same period due to unfavorable foreign exchange currency rates resulting in an increase in realized and unrealized losses primarily related to the British Pound Sterling. .

(Benefit) provision for income taxes

						Three Months Ended September 30,												Change												Nine Months Ended September 30,												Change
						2025						2024						$						%						2025						2024						$						%
(Benefit) provision for income taxes						$	(497)					$	2,952					$	(3,449)					(116.8)		%				$	4,203					$	12,415					$	(8,212)					(66.1)		%
% of revenue						(0.2)		%				1.4		%																0.7		%				2.0		%

The tax provision for the nine months ended September 30, 2025 decreased primarily as a result of a tax expense recorded in the prior period for an intercompany sale of intellectual property as part of post-acquisition strategy related to the acquisition of Minerva Lab Ltd. and the impact of OBBBA, partially offset by an increase in domestic and international taxes in the current period. (Benefit) provision for income taxes for the three months ended September 30, 2025 changed from an income tax provision to income tax benefit due to the impact of OBBBA on our tax provision.

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Key Metrics

We monitor the following key metrics to help us measure and evaluate the effectiveness of our operations and as a means to evaluate period-to-period comparisons. We believe that both management and investors benefit from referring to these key metrics as supplemental information in assessing our performance and when planning, forecasting, and analyzing future periods. These key metrics also facilitate management's internal comparisons to our historical performance as well as comparisons to certain competitors' operating results. We believe these key metrics are useful to investors both because they allow for greater transparency with respect to key metrics used by management in its financial and operational decision-making and also because they are used by institutional investors and the analyst community to help evaluate the health of our business :

						Three Months Ended September 30,												Nine Months Ended September 30,
(in thousands, except percentages)						2025						2024						2025						2024
Total revenue						$	217,960					$	214,654					$	642,406					$	627,746
Year-over-year growth						1.5		%				8.0		%				2.3		%				9.7		%
Non-GAAP income from operations						$	36,906					$	43,952					$	105,607					$	123,513
Non-GAAP operating margin						16.9		%				20.5		%				16.4		%				19.7		%
Free cash flow						$	30,111					$	38,502					$	97,820					$	95,241

						As of September 30,
(in thousands, except percentages)						2025						2024
Annualized recurring revenue (“ARR”)						$	837,730					$	823,104
Year-over-year growth						1.8		%				6.0		%
Number of customers						11,618						11,619
Year-over-year growth						—		%				2.0		%
ARR per customer						$	72.1					$	70.8
Year-over-year growth						1.8		%				4.1		%

Total Revenue and Growth. We are focused on driving continued revenue growth through increased sales of our products and professional services to new and existing customers. We monitor total revenue and believe it is useful to investors as a measure of the overall success of our business.

Non-GAAP Income from Operations and Non-GAAP Operating Margin. We monitor non-GAAP income from operations and non-GAAP operating margin, non-GAAP financial measures, to analyze our financial results. We believe non-GAAP income from operations and non-GAAP operating margin are useful to investors, as supplements to U.S. GAAP measures, in evaluating our ongoing operational performance and enhancing an overall understanding of our past financial performance and allowing for greater transparency with respect to metrics used by our management in its financial and operational decision-making. See "Non-GAAP Financial Results" below for further information on non-GAAP income from operations and a reconciliation of non-GAAP income from operations to the comparable GAAP financial measure.

Free Cash Flow. Free cash flow is a non-GAAP measure that we define as cash provided by operating activities less purchases of property and equipment and capitalization of internal-use software costs. We consider free cash flow to be a liquidity measure that provides useful information to management and investors about the amount of cash generated by the business after necessary capital expenditures. See "Non-GAAP Financial Results" below for a reconciliation of non-GAAP free cash flow to the comparable GAAP financial measure.

Annualized Recurring Revenue and Growth. ARR is defined as the annual value of all recurring revenue related to contracts in place at the end of the quarter. ARR should be viewed independently of revenue and deferred revenue, as ARR is an operating metric and is not intended to be combined with or replace these items. ARR is not a forecast of future revenue, which can be impacted by contract start and end dates and renewal rates and does not include revenue reported as professional services revenue in our consolidated statement of operations. We use ARR and believe it is useful to investors as a measure of the overall success of our business.

Number of Customers. We believe that the size of our customer base is an indicator of our global market penetration and that our net customer additions are an indicator of the growth of our business. We define a customer as any entity that has an active Rapid7 recurring revenue contract as of the specified measurement date, excluding only InsightOps and Logentries customers with a contract value less than $2,400 per year.

ARR per Customer. ARR per customer is defined as ARR divided by the number of customers at the end of the period.

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Non-GAAP Financial Results

To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we may provide investors with certain non-GAAP financial measures from time to time, including non-GAAP gross profit, non-GAAP income from operations, non-GAAP operating margin, non-GAAP net income, non-GAAP net income per share, adjusted EBITDA and free cash flow. The presentation of the non-GAAP financial measures is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. We use these non-GAAP financial measures for financial and operational decision-making purposes and as a means to evaluate period-to-period comparisons, and use certain non-GAAP financial measures as performance measures under our executive bonus plan. We believe that these non-GAAP financial measures provide useful information about our operating results, enhance the overall understanding of past financial performance and future prospects and allow for greater transparency with respect to metrics used by our management in its financial and operational decision-making. While our non-GAAP financial measures are an important tool for financial and operational decision-making and for evaluating our own operating results over different periods of time, you should review the reconciliation of our non-GAAP financial measures to the comparable GAAP financial measures included below, and not rely on any single financial measure to evaluate our business.

We define non-GAAP gross profit, non-GAAP income from operations, non-GAAP operating margin, non-GAAP net income and non-GAAP net income per share as the respective GAAP balances excluding the effect of stock-based compensation expense, amortization of acquired intangible assets, amortization of debt issuance costs and certain other items such as acquisition-related expenses, non-ordinary course litigation-related expenses, impairment of long-lived assets, change in the fair value of derivative assets, restructuring expense and discrete tax items. Non-GAAP net income per basic and diluted share is calculated as non-GAAP net income divided by the weighted average shares used to compute net income per share, with the number of weighted average shares decreased, when applicable, to reflect the anti-dilutive impact of the capped call transactions entered into in connection with our convertible senior notes.

We believe these non-GAAP financial measures are useful to investors in assessing our operating performance due to the following factors:

•Stock-based compensation expense. We exclude stock-based compensation expense because of varying available valuation methodologies, subjective assumptions and the variety of equity instruments that can impact our non-cash expense. We believe that providing non-GAAP financial measures that exclude stock-based compensation expense allows for more meaningful comparisons between our operating results from period to period.

•Amortization of acquired intangible assets. We believe that excluding the impact of amortization of acquired intangible assets allows for more meaningful comparisons between operating results from period to period as the intangible assets are valued at the time of acquisition and are amortized over several years after the acquisition.

•Amortization of debt issuance costs. The expense for the amortization of debt issuance costs related to our convertible senior notes and revolving credit facility is a non-cash item and we believe the exclusion of this interest expense provides a more useful comparison of our operational performance in different periods.

•Induced conversion expense. In conjunction with the third quarter of 2023 partial repurchase of our 2.25% convertible senior notes due 2025, we incurred a non-cash induced conversion expense of $53.9 million. We exclude induced conversion expense because this amount is not indicative of the performance of or trends in our business, and neither is comparable to the prior period nor predictive of future results.

•Non-ordinary course litigation-related expenses. We exclude non-ordinary course litigation expense because we do not consider legal costs and settlement fees incurred in litigation and litigation-related matters of non-ordinary course lawsuits and other disputes to be indicative of our core operating performance. We do not adjust for ordinary course legal expenses, including legal costs and settlement fees resulting from maintaining and enforcing our intellectual property portfolio and license agreements.

•Acquisition-related expenses. We exclude acquisition-related expenses that are unrelated to the current operations and neither are comparable to the prior period nor predictive of future results.

•Change in fair value of derivative assets. The change in fair value of derivative assets related to our capped calls settlement is a non-cash item and we believe the exclusion of this other income (expense) provides a more useful comparison of our operational performance in different periods.

•Impairment of long-lived assets. Impairment of long-lived assets consists of impairment charges allocated to the carrying amount of certain operating right-of-use assets and the associated leasehold improvements when the carrying

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amounts exceed their respective fair values and we believe the exclusion of the impairment charges provides a more useful comparison of our operational performance in different periods.

•Restructuring expense. We exclude non-ordinary course restructuring expenses related to the Restructuring Plan as defined in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 28, 2025 because we do not believe these charges are indicative of our core operating performance and we believe the exclusion of the restructuring expense provides a more useful comparison of our performance in different periods.

•Discrete tax items. We exclude certain discrete tax items such as income tax expenses or benefits that are not related to ongoing business operations in the current year and adjustments to uncertain tax position reserves as these charges are not indicative of our ongoing operating results, and they are not considered when we are forecasting our future results.

•Anti-dilutive impact of capped call transaction. Our capped calls transactions are intended to offset potential dilution from the conversion features in our convertible senior notes. Although we cannot reflect the anti-dilutive impact of the capped call transactions under GAAP, we do reflect the anti-dilutive impact of the capped call transactions in non-GAAP net income (loss) per diluted share, when applicable, to provide investors with useful information in evaluating our financial performance on a per share basis.

We include all non-GAAP financial measures in the current year or any comparative year that will be included in the non-GAAP reconciliation during the current fiscal year annual Form 10-K. As such, not all non-GAAP financial measures listed above may be included in the current reporting period non-GAAP financial metrics presented with this Form 10-Q.

We define adjusted EBITDA as net income before (1) interest income, (2) interest expense, (3) other (income) expense, net, (4) provision for income taxes, (5) depreciation expense, (6) amortization of intangible assets, (7) stock-based compensation expense, (8) acquisition-related expenses, and (9) restructuring expense. We believe that the use of adjusted EBITDA is useful to investors and other users of our financial statements in evaluating our operating performance because it provides them with an additional tool to compare business performance across companies and across periods.

Our non-GAAP financial measures may not provide information that is directly comparable to that provided by other companies in our industry, as other companies in our industry may calculate non-GAAP financial results differently, particularly related to non-recurring, unusual items. In addition, there are limitations in using non-GAAP financial measures because the non-GAAP financial measures are not prepared in accordance with GAAP, may be different from non-GAAP financial measures used by other companies and exclude expenses that may have a material impact upon our reported financial results. Further, stock-based compensation expense has been and will continue to be for the foreseeable future a significant recurring expense in our business and an important part of the compensation provided to our employees.

The following tables reconcile GAAP gross profit to non-GAAP gross profit for the three and nine months ended September 30, 2025 and 2024 (in thousands) :

						Three Months Ended September 30,												Nine Months Ended September 30,
						2025						2024						2025						2024
GAAP total gross profit						$	152,976					$	151,497					$	454,883					$	442,603
Stock-based compensation expense						2,457						3,141						7,301						9,082
Amortization of acquired intangible assets						4,424						4,410						13,270						12,739
Non-GAAP total gross profit						$	159,857					$	159,048					$	475,454					$	464,424

						Three Months Ended September 30,												Nine Months Ended September 30,
						2025						2024						2025						2024
GAAP gross profit – product subscriptions						$	151,883					$	148,819					$	452,311					$	435,963
Stock-based compensation expense						1,931						2,685						5,716						7,785
Amortization of acquired intangible assets						4,424						4,410						13,270						12,739
Non-GAAP gross profit – product subscriptions						$	158,238					$	155,914					$	471,297					$	456,487

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						Three Months Ended September 30,												Nine Months Ended September 30,
						2025						2024						2025						2024
GAAP gross profit – professional services						$	1,093					$	2,678					$	2,572					$	6,640
Stock-based compensation expense						526						456						1,585						1,297
Non-GAAP gross profit – professional services						$	1,619					$	3,134					$	4,157					$	7,937

The following table reconciles GAAP income from operations to non-GAAP income from operations for the three and nine months ended September 30, 2025 and 2024 (in thousands):

						Three Months Ended September 30,												Nine Months Ended September 30,
						2025						2024						2025						2024
GAAP income from operations						$	5,903					$	12,817					$	9,296					$	27,756
Stock-based compensation expense						26,327						25,738						81,059						80,549
Amortization of acquired intangible assets						4,592						5,107						14,802						14,830
Acquisition-related expenses(1)						84						290						450						568
Restructuring expense(2)						—						—						—						(190)
Non-GAAP income from operations						$	36,906					$	43,952					$	105,607					$	123,513

(1) Acquisition-related expenses included expenses included $0.1 million and $0.5 million for the three and nine months ended September 30, 2025, respectively, and $0.3 million and 0.6 million for the three and nine months ended September 30, 2024, respectively of accretion expense related to contingent consideration recorded in connection with our July 2024 acquisition of Noetic.

(2) For the nine months ended September 30, 2024, restructuring expense was recorded within general and administrative expense in our consolidated statement of operations.

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The following table reconciles GAAP net income to non-GAAP net income for the three and nine months ended September 30, 2025 and 2024 (in thousands):

						Three Months Ended September 30,												Nine Months Ended September 30,
						2025						2024						2025						2024
GAAP net income						$	9,809					$	15,410					$	20,252					$	23,354
Stock-based compensation expense						26,327						25,738						81,059						80,549
Amortization of acquired intangible assets						4,592						5,107						14,802						14,830
Acquisition-related expenses						84						290						450						568
Amortization of debt issuance costs						1,098						1,217						3,116						3,325
Restructuring expense						—						—						—						(190)
Discrete tax items						—						—						—						6,360
Non-GAAP net income						$	41,910					$	47,762					$	119,679					$	128,796
Interest expense of convertible senior notes (1)						1,313						1,571						4,283						4,714
Numerator for non-GAAP earnings per share calculation						$	43,223					$	49,333					$	123,962					$	133,510
Weighted average shares used in GAAP earnings per share calculation, basic						64,967,114						62,898,078						64,404,649						62,389,482
Dilutive effect of convertible senior notes (1)						10,429,891						11,183,611						10,763,957						11,183,611
Dilutive effect of employee equity incentive plans (2)						214,827						455,396						286,430						652,017
Weighted average shares used in non-GAAP earnings per share calculation, diluted						75,611,832						74,537,085						75,455,036						74,225,110
Non-GAAP net income per share:
Basic						$	0.65					$	0.76					$	1.86					$	2.06
Diluted						$	0.57					$	0.66					$	1.64					$	1.80

(1) We use the if-converted method to compute diluted earnings per share with respect to our Notes. There was no add-back of interest expense or additional dilutive shares related to the Notes where the effect was anti-dilutive. On an if-converted basis, for the three months ended September 30, 2025 the 2029 Notes and 2027 Notes were dilutive and for the nine months ended September 30, 2025 the 2029 Notes, 2027 Notes and 2025 Notes were dilutive.

(2) We use the treasury method to compute the dilutive effect of employee equity incentive plan awards.

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The following table reconciles GAAP net income to adjusted EBITDA for the three and nine months ended September 30, 2025 and 2024 (in thousands):

						Three Months Ended September 30,												Nine Months Ended September 30,
						2025						2024						2025						2024
GAAP net income						$	9,809					$	15,410					$	20,252					$	23,354
Interest income						(6,167)						(5,571)						(17,439)						(15,512)
Interest expense						2,585						2,837						7,866						8,180
Other expense (income), net						173						(2,811)						(5,586)						(681)
(Benefit) provision for income taxes						(497)						2,952						4,203						12,415
Depreciation expense						2,339						2,718						7,478						8,401
Amortization of intangible assets						8,861						8,520						26,776						25,056
Stock-based compensation expense						26,327						25,738						81,059						80,549
Acquisition-related expenses						84						290						450						568
Restructuring expense						—						—						—						(190)
Adjusted EBITDA						$	43,514					$	50,083					$	125,059					$	142,140

The following table reconciles net cash provided by operating activities to free cash flow for the three and nine months ended September 30, 2025 and 2024 (in thousands):

						Three Months Ended September 30,												Nine Months Ended September 30,
						2025						2024						2025						2024
Net cash provided by operating activities						$	38,199					$	43,969					$	116,250					$	107,897
Less: Purchases of property and equipment						(4,137)						(1,342)						(6,446)						(2,242)
Less: Capitalized internal-use software costs						(3,951)						(4,125)						(11,984)						(10,414)
Free cash flow						$	30,111					$	38,502					$	97,820					$	95,241

Liquidity and Capital Resources

As of September 30, 2025, we had $130.6 million in cash and cash equivalents, $503.9 million in investments that have maturities ranging from one to nineteen months and an accumulated deficit of $967.8 million. Our principal sources of liquidity are cash and cash equivalents, investments, cash flow provided by operating activities and our Credit Agreement. To date, we have financed our operations primarily through private and public equity financings, issuance of convertible senior notes and through cash generated by operating activities.

On June 25, 2025, we entered into a credit agreement (the "Credit Agreement") that establishes a senior secured revolving credit facility and provides for borrowings in an aggregate principal amount of up to $200 million (the “Revolving Facility”, the loans thereunder, the “Revolving Loans” and the commitments thereunder, the “Revolving Commitments”).The Credit Agreement allows for incremental facilities up to the greater of $141 million or 75% of Consolidated EBITDA (as defined in the Credit Agreement). Additional incremental facilities may be incurred, subject to certain conditions. The proceeds of the Revolving Facility can be used to finance working capital needs, capital expenditures, permitted acquisitions and other general corporate purposes. Refer to Note 9, Debt, for additional information related to the credit agreement.

We believe that our existing cash and cash equivalents, our investments, our cash generated by operating activities and our available borrowings under our Credit Agreement will be sufficient to meet our operating and capital requirements for at least the next 12 months. Our foreseeable cash needs, in addition to our recurring operating expenses, include our expected capital expenditures to support expansion of our infrastructure and workforce, office facilities lease obligations, purchase commitments, including our cloud infrastructure services, potential future acquisitions of technology businesses and any election we make to redeem our convertible senior notes. Further, in January 2025, we entered into a cloud-services agreement with a cloud services provider that contains minimum spend commitments. The agreement provides for an annual commitment of $125.0 million per year over the next five years, with an additional $35.0 million obligation over the five-year period of the

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agreement, for an aggregate total commitment of $660.0 million. See Note 13, Commitments and Contingencies, in the Notes to our unaudited condensed consolidated financial statements for more information regarding this commitment.

Our future capital requirements will depend on many factors, including our growth rate, the timing and extent of spending to support research and development efforts, the expansion of sales and marketing activities, particularly internationally, the introduction of new and enhanced products and service offerings, the cost of any future acquisitions of technology or businesses and any election we make to redeem our convertible senior notes. In the event that additional financing is required from outside sources, we may be unable to raise the funds on acceptable terms, if at all. If we are unable to raise additional capital on terms satisfactory to us when we require it, our business, operating results and financial condition could be adversely affected.

Cash Flows

The following table shows a summary of our cash flows for the nine months ended September 30, 2025 and 2024 (in thousands):

						Nine Months Ended September 30,
						2025						2024
Cash, cash equivalents and restricted cash at beginning of period						$	342,101					$	214,130
Net cash provided by operating activities						116,250						107,897
Net cash used in investing activities						(292,182)						(99,488)
Net cash (used in) provided by financing activities						(40,828)						6,799
Effects of exchange rates on cash, cash equivalents and restricted cash						5,272						770
Cash, cash equivalents and restricted cash at end of period						$	130,613					$	230,108

Uses of Funds

Our historical uses of cash have primarily consisted of cash used for operating activities such as expansion of our sales and marketing operations, research and development activities and other working capital needs, as well as cash used for business acquisitions and purchases of property and equipment, including leasehold improvements for our facilities.

Operating Activities

Operating activities provided $116.3 million of cash and cash equivalents for the nine months ended September 30, 2025, which reflects continued growth in revenue partially offset by our continued investments in our operations and the timing of working capital adjustments. Cash provided by operating activities reflected our net income of $20.3 million and an increase of our net operating assets and liabilities of $16.4 million, offset by non-cash charges of $112.4 million related primarily to depreciation and amortization, stock-based compensation expense, amortization of debt issuance costs and other non-cash charges. The change in our net operating assets and liabilities was primarily due to a $11.6 million decrease in accrued expenses, a $36.9 million decrease in deferred revenue, a $1.3 million increase in prepaid expenses, a $2.8 million decrease in other liabilities and a $3.8 million decrease in accounts payable, which each had a negative impact on operating cash flow. These factors were offset by a $25.9 million decrease in accounts receivable and a $14.1 million decrease in deferred contract acquisition and fulfillment costs, which each had a positive impact on operating cash flow.

Operating activities provided $107.9 million of cash and cash equivalents in the nine months ended September 30, 2024, which reflects continued growth in revenue partially offset by our continued investments in our operations and the timing of working capital adjustments. Cash provided by operating activities reflected our net income of $23.4 million and non-cash charges of $119.2 million related primarily to depreciation and amortization, stock-based compensation expense, deferred income taxes, amortization of debt issuance costs and other non-cash charges, partially offset by a decrease in our net operating assets and liabilities of $30.1 million. The change in our net operating assets and liabilities was primarily due to a decrease in deferred revenue and the timing of payments of operating expenses, including payout of annual bonuses and year-end commissions and other compensation costs and accounts payable, partially offset by a decrease in accounts receivable due to an increase in cash collections from our customers.

Investing Activities

Investing activities used $292.2 million of cash for the nine months ended September 30, 2025, consisting of $503.0 million in purchases of investments, net of sales/maturities, $12.0 million for capitalization of internal-use software costs, and $6.4 million in capital expenditures to purchase computer equipment and leasehold improvements, partially offset by $227.5 million in proceeds from other investments.

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Investing activities used $99.5 million of cash in the nine months ended September 30, 2024, consisting of $49.9 million in purchases of investments, net of sales/maturities, $37.2 million of cash paid for the acquisition of Noetic, $10.4 million for capitalization of internal-use software costs, and $2.2 million in capital expenditures to purchase computer equipment and leasehold improvements, partially offset by proceeds of $0.4 million for other investing activities.

Financing Activities

Financing activities used $40.8 million for the nine months ended September 30, 2025, which consisted primarily of $46.0 million in conversion of convertible senior notes, $2.4 million in withholding taxes paid for the net share settlement of equity awards, and $1.7 million in debt issuance costs, partially offset by $7.7 million in proceeds from the issuance of common stock purchased by employees under the Rapid7, Inc. 2015 Employee Stock Purchase Plan (“ESPP”) and $1.6 million in proceeds from the exercise of stock options.

Financing activities provided $6.8 million of cash in the nine months ended September 30, 2024, which consisted primarily of $292.8 million in proceeds from the issuance of the 2029 Notes, net of issuance costs paid of $7.2 million, $17.5 million in proceeds from the settlement of the 2023 Capped Calls, $11.3 million in proceeds from the issuance of common stock purchased by employees under the ESPP and $3.0 million in proceeds from the exercise of stock options, partially offset by $200.0 million for the repurchase and conversion of the 2025 Notes, $36.6 million for the purchase of the 2029 Capped Calls, $4.0 million in withholding taxes paid for the net share settlement of equity awards and $2.2 million in payments related to the acquisition of IntSights.

Contractual Obligations and Commitments

As of September 30, 2025, there were no additional material changes from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 28, 2025 (the “Annual Report”) other than the cloud services agreement discussed in Note 13, Commitments and Contingencies, in the notes to our unaudited condensed consolidated financial statements.

Off-Balance Sheet Arrangements

We do not have any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. We do not engage in off-balance sheet financing arrangements. In addition, we do not engage in trading activities involving non-exchange traded contracts. We therefore believe that we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in these relationships.

Critical Accounting Estimates

Our unaudited condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). The preparation of our unaudited condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and disclosures. We base our estimates and assumptions on historical experience and other factors that we believe to be reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates. There have been no material changes in our critical accounting policies from those disclosed in our Annual Report.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Foreign Currency Exchange Risk

Our results of operations and cash flows are subject to fluctuations due to changes in foreign currency exchange rates. A majority of our customers enter into contracts that are denominated in U.S. dollars. Our expenses are generally denominated in the currencies of the countries where our operations are located, which is primarily in the United States and to a lesser extent in the United Kingdom, other Euro-zone countries within mainland Europe, Canada, Australia, Israel, Singapore and Japan. Our results of operations and cash flows are, therefore, subject to fluctuations due to changes in foreign currency exchange rates and may be adversely affected in the future due to changes in foreign currency exchange rates. The effect of a hypothetical 10% adverse change in foreign currency exchange rates on monetary assets and liabilities as of September 30, 2025 would not have been material to our financial condition or results of operations.

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We enter into forward contracts designated as cash flow hedges to manage the foreign currency exchange rate risk associated with certain of our foreign currency denominated expenditures. The effectiveness of our existing hedging transactions and the availability and effectiveness of any hedging transactions we may decide to enter into in the future may be limited, and we may not be able to successfully hedge our exposure, which could adversely affect our financial condition and operating results. For further information, see Note 8, Derivatives and Hedging Activities, in the notes to our unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q. As our international operations grow, we will continue to reassess our approach to manage our risk relating to fluctuations in foreign currency rates.

Interest Rate Risk

As of September 30, 2025, we had cash and cash equivalents of $130.6 million consisting of bank deposits and money market funds and investments of $503.9 million consisting of U.S. government agencies. Our investments are made for capital preservation purposes. We do not enter into investments for trading or speculative purposes.

Our cash and cash equivalents and investments are subject to market risk due to changes in interest rates, which may affect our interest income and the fair value of our investments. Due in part to these factors, our future investment income may fluctuate due to changes in interest rates or we may suffer losses in principal if we are forced to sell securities that decline in market value due to changes in interest rates. However, because we classify our investments as available-for-sale securities, no gains or losses are recognized due to the changes in interest rates unless securities are sold prior to maturity or declines in fair value are determined to be other-than-temporary.

The fair values of our convertible senior notes are subject to interest rate risk, market risk and other factors due to the conversion features of the notes. The fair values of the convertible senior notes may increase or decrease for various reasons, including fluctuations in the market price of our common stock, fluctuations in market interest rates and fluctuations in general economic conditions. The interest and market value changes affect the fair values of the convertible senior notes but do not impact our financial position, cash flows or results of operations due to the fixed nature of the debt obligation. Based upon the quoted market price as of September 30, 2025, the fair values of our 2027 Notes and 2029 Notes were $560.6 million and $264.9 million, respectively.

As of September 30, 2025, the effect of a hypothetical 10% increase or decrease in interest rates would not have had a material impact on our financial statements.

Inflation Risk

As of September 30, 2025, we do not believe that inflation had a material effect on our business, financial condition or results of operations. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition and results of operations.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of the design and operations of our disclosure controls and procedures as of September 30, 2025. Based on the evaluation of our disclosure controls and procedures as of September 30, 2025, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Inherent Limitations of Internal Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all

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control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II

OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we are a party to litigation or subject to claims incident to the ordinary course of business. Although the results of litigation and claims cannot be predicted with certainty, we currently believe that the final outcome of these ordinary course matters will not have a material adverse effect on our business, financial condition or results of operations. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

Item 1A. Risk Factors.

There have been no material changes to the risk factors disclosed in Part 1, Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission (the “SEC”) on February 28, 2025 (the “Annual Report”). Our operations and financial results are subject to various risks and uncertainties that, if they materialize, could adversely affect our business, financial condition and results of operations. In that event, the trading price of our common stock could decline. In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors described in Part I, Item 1A. “Risk Factors” of our Annual Report. We may disclose additional changes to risk factors or disclose additional factors from time to time in our future filings with the SEC. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business.

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds.

(a) Recent Sales of Unregistered Equity Securities

None.

(b) Use of Proceeds from Initial Public Offering of Common Stock

None.

(c) Issuer Purchases of Equity Securities

None.

Item 3.    Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Certain of our executive officers and directors may execute purchases and sales of our securities through Rule 10b5-1 equity trading plans and “non-Rule 10b5-1 equity trading arrangements” (as defined in Item 408(c) of Regulation S-K).

During the three months ended September 30, 2025, none of our executive officers or directors terminated or modified a 10b5-1 equity trading plan, or adopted, terminated, or modified any “non-Rule 10b5-1 equity trading arrangement”.

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Item 6. Exhibits.

Exhibit  Number						Description
3.1						Amended and Restated Certificate of Incorporation of Rapid7, Inc., as of June 3, 2020 (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-37496), filed on August 10, 2020).
3.2						Amended and Restated Bylaws of Rapid7, Inc., as of June 3, 2020 (incorporated by reference to Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-37496), filed on August 10, 2020).
10.1+						Amendment No. 1 to the Rapid7, Inc. 2015 Equity Incentive Plan, as amended. (incorporated by reference to Exhibit 10.6 to the Registrant’s Annual Report on Form 10-K (File No. 001-37496), filed on February 28, 2025).
10.2+						Letter Agreement, dated February 17, 2025, by and between Rapid7, Inc. and Christina Luconi. (incorporated by reference to Exhibit 10.10 to the Registrant’s Annual Report on Form 10-K (File No. 001-37496), filed on February 28, 2025).
10.3						Cooperation Agreement, by and between Rapid7, Inc. and JANA Partners Management, LP, dated March 21, 2025. (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No. 001-37496), filed on March 24, 2025).
10.4						Credit Agreement, dated June 25, 2025, by and among the Company, Rapid7 LLC, a Delaware limited liability company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.(incorporated by reference to Exhibit 10.1 to the Registrants's Current Report on Form 8-K (File No. 001-37496), filed on August 7, 2025
10.5+						Rapid7, Inc. Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.5 to the Registrant's Quarterly Report on Form 10-Q (File No. 001-27496), file on August 8, 2025
10.6+						Letter Agreement, dated as of August 6, 2025, by and between Rapid7, Inc. and Tim Adams (incorporated by reference to Exhibit 10.1 to the Registrants's Current Report on Form 8-K (File No. 001-37496), filed on June 25, 2025
31.1*						Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*						Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**						Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**						Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted 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.
104						Cover Page Interactive Data file (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)

*			Filed herewith.
**			This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
+			Indicates management contract of compensatory plan.

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SIGNATURES

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

			RAPID7, INC.
Date: November 5, 2025			By:						/s/ Corey E. Thomas
									Name: Corey E. Thomas
									Title: Chief Executive Officer
Date: November 5, 2025			By:						/s/ Tim Adams
									Name: Tim Adams
									Title: Chief Financial Officer

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FAQ

How did Rapid7 (RPD) perform in Q3 2025?

Revenue was $217.960 million and net income was $9.809 million (diluted EPS $0.15).

What were Rapid7’s cash flows and liquidity for the period?

Nine‑month operating cash flow was $116.250 million; cash and equivalents were $130.613 million with $503.933 million in U.S. agency securities.

What changes occurred in Rapid7’s debt structure?

The company redeemed 2025 notes for $46.5 million and added a $200.0 million undrawn revolving credit facility. Notes outstanding: $600.0 million (2027) and $300.0 million (2029).

What is Rapid7’s deferred revenue and RPO outlook?

Current deferred revenue is $422.943 million. Remaining performance obligations expected in the next 12 months total $571.398 million, with $266.197 million thereafter.

How did profitability trend year over year?

Q3 net income decreased to $9.809 million from $15.410 million as operating expenses rose.

What is Rapid7’s stockholders’ equity position?

Stockholders’ equity was $127.216 million, up from $17.711 million at December 31, 2024.