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  4. [8-K] Rapid7, Inc. Reports Material Event

Rapid7 (NASDAQ: RPD) appoints Wael Mohamed CEO, Corey Thomas Executive Chair

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Rhea-AI Filing Summary

Rapid7, Inc. announced a leadership transition in which board member Wael Mohamed becomes Chief Executive Officer effective June 1, 2026, while long‑time CEO Corey Thomas moves to the role of Executive Chairman and remains closely involved in technology vision, AI strategy and policy initiatives.

Mohamed’s offer letter provides a $625,000 annual base salary, a target bonus equal to 100% of salary, a time‑based restricted stock unit award valued at $6.0 million vesting over three years, and a supplemental performance‑based RSU award covering 2,125,000 shares tied to stock‑price hurdles between $15.00 and $30.00 or higher. A severance agreement outlines cash, bonus and benefit protections, including enhanced payments and full equity vesting upon certain terminations around a change in control. The company also reaffirmed its financial guidance for the second quarter and full year 2026.

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Insights

Rapid7 combines CEO succession with performance‑heavy equity incentives and reaffirmed 2026 guidance.

Rapid7 is transitioning CEO duties to Wael Mohamed while retaining Corey Thomas as Executive Chairman, which supports continuity as the company pursues its AI‑driven security operations strategy. The structure keeps an experienced former CEO engaged while bringing in a leader with extensive cybersecurity and operating experience.

Mohamed’s package mixes cash pay with large equity components: a $625,000 salary, 100% target bonus, a $6.0 million RSU grant and 2,125,000 performance‑based RSUs. Those performance RSUs vest only when share‑price hurdles from $15.00 to $30.00 or higher are met for 30 consecutive days, explicitly linking upside to shareholder returns.

The severance agreement provides 12 months of salary and prorated bonus for a qualifying termination, expanding to 150% of salary plus target bonus, extended COBRA coverage and full equity vesting if termination occurs near a change in control. This is typical for CEO‑level protection but can be scrutinized if payouts become large relative to company performance.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
CEO base salary $625,000 per year Annual base salary for Wael Mohamed under offer letter
Target bonus 100% of base salary Annual performance bonus target for CEO
Time-based RSU grant $6.0 million grant-date value CEO RSU award vesting over three years starting June 15, 2027
Performance RSU shares 2,125,000 shares Supplemental performance-based RSU award for CEO
Stock price hurdle (initial) $15.00 per share Price at which 50% of performance RSU shares vest after 30 days
Stock price hurdle (maximum) $30.00 or higher Price at which up to 150% of performance RSU shares vest
Change-in-control cash severance 150% of salary plus target bonus Lump sum payment upon qualifying termination near a change in control
COBRA benefit duration 12–18 months Health premium payments after termination (12 months, or 18 near change in control)
Executive Chairman financial
"Mr. Mohamed succeeds Corey Thomas, who has been appointed Executive Chairman, effective as of June 1, 2026."
An executive chairman is the board leader who also takes an active role in running the company, combining oversight of the board with hands-on involvement in strategy and major decisions. For investors, this matters because it concentrates influence in one person—like a team captain who both sets the game plan and plays on the field—so their judgment can speed decisions but also increases governance and succession risk that can affect stock value.
performance-based restricted stock unit financial
"Mr. Mohamed will also be eligible to receive a supplemental performance-based restricted stock unit award covering 2,125,000 shares of the Company’s common stock"
A performance-based restricted stock unit is a promise of company shares given to an employee that only becomes actual stock if specific performance targets are met and any required time at the company is completed. For investors, these awards matter because they can dilute existing shares when earned and signal management’s confidence or the company’s expected future performance, much like a bonus cheque that only clears when pre-set goals are reached.
Qualifying Termination financial
"each, a “Qualifying Termination”), Mr. Mohamed will be entitled to (subject to his execution of a release of claims)"
change in control financial
"If the Qualifying Termination occurs within three months prior to or 12 months following a change in control of the Company"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
AI-SOC technical
"We have the customers, technology, leadership, and talent to own the AI-SOC market."

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What leadership changes did Rapid7 (RPD) announce in this 8-K?
Rapid7 appointed Wael Mohamed as Chief Executive Officer effective June 1, 2026, and moved longtime CEO Corey Thomas to Executive Chairman. Both will remain on the board, with Thomas focusing on technology vision, AI strategy, policy initiatives, and supporting the company’s long-term strategic direction.

What is Wael Mohamed’s compensation package as Rapid7 (RPD) CEO?
Wael Mohamed will receive a $625,000 annual base salary and a target annual performance bonus equal to 100% of salary. He also receives a $6.0 million time-based RSU award and a supplemental performance-based RSU award covering 2,125,000 shares tied to share-price hurdles.

How do Wael Mohamed’s performance-based RSUs at Rapid7 (RPD) vest?
The performance-based restricted stock units cover 2,125,000 shares and vest based on stock-price hurdles. If Rapid7’s share price closes at or above set thresholds from $15.00 to $30.00 or higher for 30 consecutive days, 50% to a maximum 150% of the shares can vest.

What severance protections does Rapid7 (RPD) provide its new CEO?
For a qualifying termination, Wael Mohamed is eligible for 12 months of base salary, a prorated target bonus, and up to 12 months of COBRA premiums. If this occurs near a change in control, he instead receives 150% of salary plus target bonus, up to 18 months of COBRA, and full equity vesting.

Did Rapid7 (RPD) update or reaffirm its financial guidance with this announcement?
Alongside the leadership transition, Rapid7 reaffirmed its previously issued financial guidance for the second quarter 2026 and full year 2026. The company referenced guidance first provided on May 5, 2026, emphasizing that the CEO change does not alter its current outlook.

What board leadership changes accompanied Rapid7’s (RPD) CEO transition?
Corey Thomas became Executive Chairman effective June 1, 2026, continuing to preside over board and stockholder meetings. Because he is not independent, the board appointed Marc Brown as Lead Independent Director to provide independent leadership and balance board oversight responsibilities.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 26, 2026

 

 

Rapid7, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-37496   35-2423994
(State or other jurisdiction
of incorporation)		   (Commission
File Number)		   (IRS Employer
Identification No.)

120 Causeway Street,

Boston, Massachusetts 02114

(Address of principal executive offices), including zip code

(617) 247-1717

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

 

 
 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Chief Executive Officer Transition

On May 26, 2026, the Board of Directors (the “Board”) of Rapid7, Inc. (the “Company”) appointed Wael Mohamed as Chief Executive Officer of the Company, effective as of June 1, 2026. Mr. Mohamed succeeds Corey Thomas, who has been appointed Executive Chairman, effective as of June 1, 2026. Messrs. Mohamed and Thomas will each continue to serve as directors of the Company.

Mr. Mohamed, 58 years old, has served as a member of the Company’s Board since April 2025. Mr. Mohamed is the Founder, Managing General Partner and board member for Global Forward Capital Management PTE. LTD., a multi-stage investment firm founded in 2017. Mr. Mohamed formerly served as Operating Partner at Advent International, Chief Executive Officer at Forescout Technologies, Chairman of the Board for Cysiv, and President, Chief Operating Officer and board member for Trend Micro Group from 2015 to 2020, which is headquartered in Japan, publicly traded on the Tokyo Stock Exchange and a member of the Nikkei 225. Mr. Mohamed holds a bachelor’s degree in computer science from Dalhousie University and an Executive Corporate Director Certificate from Harvard Business School, and completed the Executive Program at Queen’s Graduate School of Business and the MIT Sloan + CSAIL: Artificial Intelligence: Implications for Business Strategy program at the Massachusetts Institute of Technology.

There are no arrangements or understandings between Mr. Mohamed and any other person pursuant to which Mr. Mohamed was appointed Chief Executive Officer, and there are no related party transactions involving Mr. Mohamed requiring disclosure under Item 404(a) of Regulation S-K.

Board Leadership

In connection with the Chief Executive Officer transition, the Board also appointed Mr. Thomas as Executive Chairman, effective as of June 1, 2026. Mr. Thomas previously served as the Company’s Chief Executive Officer from October 2012 to May 2026 and as Chairman of the Board from February 2019 to June 2025. As Executive Chairman, Mr. Thomas will continue to preside at meetings of the Board and stockholders and will support the Company’s leadership transition and long-term strategic initiatives. Because Mr. Thomas is not an independent director, the Board appointed Marc Brown, who previously served as Chairman of the Board, as Lead Independent Director, effective June 1, 2026.

Offer Letter and Compensatory Arrangements

On May 27, 2026, the Company entered into an offer letter with Mr. Mohamed (the “Offer Letter”). Pursuant to the Offer Letter, Mr. Mohamed will report to the Board. The Offer Letter does not provide for a specified term of employment and Mr. Mohamed’s employment will be on an at-will basis. Mr. Mohamed will receive an annual base salary of $625,000 and will be eligible to receive an annual performance bonus (which will be pro-rated for fiscal year 2026), provided that he remains employed by the Company through the date the annual bonus is scheduled to be paid. The target amount of such performance bonus is equal to 100% of Mr. Mohamed’s annual base salary, and such bonus is to be measured based on mutually agreed upon objectives between Mr. Mohamed and the compensation committee of the Board (the “Compensation Committee”) and is subject to the Company’s executive incentive bonus plan then in effect. Mr. Mohamed is also eligible to participate in the Company’s employee benefit plans, as may be maintained by the Company from time to time, on the same terms as other similarly situated employees of the Company. In addition, Mr. Mohamed will be required to execute the Company’s Confidentiality, Assignment and Non-Solicitation Agreement.

Under the Offer Letter, Mr. Mohamed is eligible to receive a restricted stock unit award with an approximate grant date value of $6.0 million, which will vest over a three-year period with one-third vesting on June 15, 2027, and quarterly vesting thereafter, subject to Mr. Mohamed’s continued service on each vesting date. Mr. Mohamed will also be eligible to receive a supplemental performance-based restricted stock unit award covering 2,125,000 shares of the Company’s common stock, with terms and conditions determined by the Compensation Committee. The number of shares that may ultimately vest under such performance-based restricted stock unit award is based on certain price hurdles when the Company’s common stock closes at or above the specified price for 30 consecutive days. The stock price thresholds range from $15.00, where 50% of the shares would vest, to $30.00 or higher, where a maximum of 150% of the shares would vest.

In addition, on May 27, 2026, the Company entered into a Severance and Equity Award Vesting Acceleration Letter Agreement (the “Severance Agreement”) with Mr. Mohamed. Pursuant to the terms of the Severance Agreement, in the case of a termination for a reason other than Cause (but not as a result of death or disability) or resignation for Good Reason (each, a “Qualifying Termination”), Mr. Mohamed will be entitled to (subject to his execution of a release of claims): (i) continued payment of base salary for 12 months following termination of employment, (ii) a prorated payment of his target annual performance bonus, and (iii) payment of premiums for continued health benefits under COBRA for up to 12 months.

If the Qualifying Termination occurs within three months prior to or 12 months following a change in control of the Company, then Mr. Mohamed will be entitled to (subject to his execution of a release of claims): (i) a lump sum payment equal to 150% of the sum of his annual base salary plus his annual target performance bonus, (ii) payment of premiums for continued health benefits under COBRA for up to 18 months, and (iii) accelerated vesting of all of Mr. Mohamed’s equity awards then outstanding on such date of termination of employment.

A copy of the Offer Letter and the Severance Agreement are filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K, respectively. The foregoing description of the Offer Letter and the Severance Agreement are a summary only and are qualified in their entirety by the full text of the Offer Letter and the Severance Agreement, which are incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On June 1, 2026, the Company issued a press release announcing the appointment of Mr. Mohamed as Chief Executive Officer and the appointment of Mr. Thomas as Executive Chairman. In the press release, the Company also reaffirmed its guidance, previously provided on May 5, 2026, for the second quarter 2026 and full-year 2026. The full text of the press release is set forth in Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

The information included in this Item 7.01 and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.

   

Description

10.1    Offer Letter, by and between the Company and Wael Mohamed, dated as of May 27, 2026.
10.2    Severance and Equity Award Vesting Acceleration Letter Agreement, by and between the Company and Wael Mohamed, dated as of May 27, 2026.
99.1    Press Release, dated June 1, 2026.
104    Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

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

 

    Rapid7, Inc.
Dated: June 1, 2026     By:  

/s/ Rafeal E. Brown

      Rafeal E. Brown
      Chief Financial Officer

Exhibit 99.1

Rapid7 Appoints Wael Mohamed Chief Executive Officer; Corey Thomas to Become Executive Chairman

Mohamed brings proven track record of operational and cybersecurity leadership experience; Thomas to focus on technology vision, AI strategy, and policy initiatives; Reaffirms guidance

Boston, MA – June 1, 2026 – Rapid7, Inc. (NASDAQ: RPD), a global leader in AI-powered managed cybersecurity operations, today announced a leadership transition in which board member Wael Mohamed will assume the role of Chief Executive Officer, and current Chief Executive Officer Corey Thomas will become Executive Chairman of the Board, effective immediately. In conjunction with the announcement, the company is also reaffirming its financial guidance for the second quarter and full year 2026.

This leadership transition comes at a defining moment. Amid universal disruption from frontier AI innovation, customers and analysts have validated the company’s preemptive security strategy — effectively integrating managed detection and response (MDR) and exposure management into AI-led security operations to preempt attackers at machine speed. Rapid7 has been strategically moving the right pieces in place for the next phase of its growth, including the recent acquisition of Kenzo, a leading AI security platform, and is well prepared to step into the next chapter.

“After joining our board last year, Wael quickly became an invaluable strategic advisor and partner to me,” said Thomas. “He has built and transformed cybersecurity companies, balancing precise execution with strategic investment, and his leadership will help customers see the benefit of Rapid7’s vision faster.”

Mohamed brings 30 years of cybersecurity and operational transformation experience to Rapid7. He is the founder of Global Forward Capital, a cybersecurity-focused investment firm, and previously served as CEO of Forescout, which he successfully led through two strategic acquisitions. Prior to that, Mohamed led Trend Micro Group, a constituent of the Nikkei 225, in successive roles over eleven years, culminating in President, COO, and member of the board.

“I join Rapid7 with gratitude, confidence, and excitement,” said Mohamed. “We have the customers, technology, leadership, and talent to own the AI-SOC market. I am committed to driving focus on the core businesses where Rapid7 is excellent and honing all of our resources and effort into the success of that vision.”

Thomas and Mohamed have collaborated closely over the last year to define and develop the strategy for Rapid7’s transformation to lead in the rapidly developing AI-SOC market. As part of this effort, Rapid7 has refreshed its senior leadership team, bringing on Rafe Brown as Chief Financial Officer, Allan Peters as Chief Commercial Officer, and most recently, Dan Deklich as Chief Product & Technology Officer. This team was constructed to lead Rapid7 through the operational shifts necessary to bring the company from a platform player to the AI-SOC leader.

As Mohamed assumes responsibility for growth-oriented operations and execution as CEO, Thomas will continue serving on Rapid7’s Board of Directors as Executive Chairman, partnering closely on technology vision, AI strategy, and policy initiatives.

ABOUT WAEL MOHAMED

Wael Mohamed is the CEO of Rapid7, a leading global cybersecurity company based in Boston. He is a cybersecurity executive and strategic advisor with more than 30 years of experience driving growth and operational transformation across the technology sector.

Wael’s career spans company building, executive leadership, and investment. He is the founder of Global Forward Capital, a Singapore-based cybersecurity investment firm, and brings to every engagement a rare combination of operator instinct and board-level perspective. He previously served as CEO of Forescout Technologies, Operating Partner at Advent International, and Chairman of the Board at Cysiv. Wael co-founded Third Brigade, which was acquired in 2009 by Trend Micro Group, a constituent of the Nikkei 225, after which Wael played a central role in scaling Trend Micro Group’s global operations, culminating in the company’s highest role, President & COO, and spending five years serving on its Board of Directors.

ABOUT COREY THOMAS

Corey Thomas is the Executive Chairman of Rapid7, where he partners closely with the leadership team to drive the company’s long-term technology vision, AI strategy, and global cyber policy. Having led Rapid7 as CEO for over 13 years through its IPO, global scale, and evolution into an AI-powered security operations leader, he continues to champion the company’s innovation and market leadership. His expertise in technology and business have been recognized through his appointments to the Council on Foreign Relations, as well as the Federal Reserve Bank of Boston. Corey contributes cross-industry leadership to the boards of directors of LPL Financial, Blue Cross Blue Shield of Massachusetts, Vanderbilt University, and the Greater Boston Chamber of Commerce.

# # #

Outlook

Rapid7 is reaffirming its financial guidance for the second quarter 2026 and full year 2026, as previously provided in a press release issued on May 5, 2026.

# # #

About Rapid7

Rapid7, Inc. (NASDAQ: RPD) is a global leader in AI-powered managed cybersecurity operations, trusted to advance organizations’ cyber resilience. Open and extensible, the Rapid7 Command Platform integrates security data, enriching it with AI, threat intelligence, and 25 years of expertise and innovation to reduce risk and disrupt attackers. As a recognized leader in preemptive managed detection and response (MDR), Rapid7 unifies exposure and detection to transform the cybersecurity operations of more than 11,500 customers worldwide. For more information, visit our website, check out our blog, or follow us on LinkedIn or X.

###

Cautionary Language Concerning Forward-Looking Statements

This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements regarding our leadership transition, the expected roles and responsibilities of our Chief Executive Officer and Executive Chairman, our technology vision, AI strategy, AI-SOC market opportunity, operational transformation, senior leadership team, financial guidance for the second quarter and full year 2026, and the assumptions underlying such guidance. The events described in our forward-looking statements are subject to a number of risks and uncertainties, assumptions and other factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by the forward-looking statements. Such forward-looking statements are based on our current assumptions, expectations and estimates and involve a number of judgments and risks, many of which are outside of our control. Risks that could cause or contribute to such differences include, but are not limited to, macroeconomic uncertainty, unstable market and economic conditions, fluctuations in our quarterly results, our ability to successfully grow our sales of our cloud-based solutions, including through the shift to a consolidated platform sales approach, failure to meet our publicly announced guidance or other expectations about our business, our ability to grow our revenue, the ability of our products and professional services to correctly detect vulnerabilities, renewal of our customer’s subscriptions, competition in the markets in which we operate, market growth, our ability to innovate, our sales cycles, our ability to successfully develop, deploy and realize the expected benefits of our artificial intelligence and automation capabilities, including risks related to performance, reliability, security and customer adoption of such technologies, our ability to successfully integrate acquired companies, including Kenzo Security and achieve the expected synergies and benefits of such acquisitions in a timely manner or at all, exposure to greater than anticipated tax liabilities, our ability to

successfully execute our leadership transition, implement our AI-SOC strategy, realize the expected benefits of our senior leadership changes and maintain business momentum during periods of organizational change, our ability to operate in compliance with applicable laws, fluctuations in foreign currency exchange rates and their impact on our results, risks related to the accuracy, efficacy and perceived reliability of our threat intelligence, detection and response capabilities, including the potential for undetected vulnerabilities, false positives or failures in our systems, as well as other risks and uncertainties that could affect our business and results described in our filings with the Securities and Exchange Commission (the “SEC”), including our most recent Quarterly Report on Form 10-Q filed with the SEC on May 5, 2026, particularly in the section entitled “Item 1.A Risk Factors,” and in the subsequent reports that we file with the SEC. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those expressed in any forward-looking statements we may make. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this press release.

Rapid7 Media Relations

Alice Randall

Director, Global Communications

press@rapid7.com

(857) 216-7804

Rapid7 Investor Contact

Matt Wells

Vice President, Investor Relations

investors@rapid7.com

(617) 865-4277

Source: View Original Filing on SEC EDGAR

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