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Rapid7 (NASDAQ: RPD) guides to lower 2026 revenue after profitable 2025

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(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Rapid7, Inc. reported fourth quarter and full-year 2025 results showing modest growth with stronger profitability and cash generation. Q4 revenue was $217 million, up 1% year-over-year, with product revenue of $209 million and annualized recurring revenue of $840 million, flat year-over-year. Q4 GAAP net income was $3.1 million and non-GAAP net income was $32.1 million, or $0.44 per diluted share, supported by free cash flow of $32.3 million. For 2025, revenue reached $860 million, up 2%, with non-GAAP operating income of $135.7 million, non-GAAP net income of $151.8 million (or $2.08 per diluted share), and free cash flow of $130.1 million. The company ended 2025 with over 11,500 customers, average ARR per customer of about $72,000, and total cash, cash equivalents and government securities of $659 million. For 2026, Rapid7 guides Q1 revenue to $207–$209 million and full-year revenue to $835–$843 million, both implying low single-digit year-over-year declines, with full-year non-GAAP operating income of $108–$116 million and free cash flow of $125–$135 million. The company expects Q1 2026 ARR of approximately $830 million, down about 1% year-over-year. Separately, director Michael Berry will not stand for re-election at the 2026 Annual Meeting, and the board noted his more than 13 years of service.

Positive

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Insights

Rapid7 shows stable profitability and cash flow, but guides to slight 2026 revenue and ARR declines.

Rapid7 delivered 2025 revenue of $860 million, up 2%, with non-GAAP operating income of $135.7 million and free cash flow of $130.1 million. Q4 annualized recurring revenue was $840 million, flat year-over-year, indicating slower subscription growth.

Profitability metrics improved, with 2025 non-GAAP net income of $151.8 million and diluted non-GAAP EPS of $2.08. The balance sheet shows $659 million in cash, cash equivalents and government securities as of December 31, 2025, alongside significant convertible senior notes.

Guidance signals a cautious 2026: Q1 revenue of $207–$209 million implies (2)%–(1)% decline, and full-year revenue of $835–$843 million implies (3)%–(2)% decline, with ARR around $830 million, down (1)%. Despite this, Rapid7 expects full-year 2026 non-GAAP operating income of $108–$116 million and free cash flow of $125–$135 million, suggesting continued focus on margin and cash generation.

Long-serving director Michael Berry will step down after the 2026 Annual Meeting without reported disagreements.

The company disclosed that Michael Berry informed the board on February 5, 2026 he will not stand for re-election at the 2026 Annual General Meeting of Shareholders. He will remain a director until the conclusion of that meeting.

The disclosure states his decision was not due to any disagreement regarding operations, policies, or practices, and acknowledges more than 13 years of service. This indicates an orderly transition rather than a contested departure. Subsequent proxy materials are likely to detail any board refresh, committee changes, or new nominees associated with this move.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
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 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
0001560327false00015603272026-02-102026-02-10

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): February 5, 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,Massachusetts02114
(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 classTrading symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par value per shareRPDThe 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 2.02Results of Operations and Financial Condition.
On February 10, 2026, Rapid7, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended December 31, 2025. The Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information included in this Item 2.02 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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 5, 2026, Mr. Michael Berry notified the Board of Directors (the “Board”) of the Company that he has decided not to stand for re-election to the Board at the Company’s 2026 Annual General Meeting of Shareholders (the “Annual Meeting”). Mr. Berry will continue to serve as a director until the conclusion of the Annual Meeting. Mr. Berry's decision not to stand for re-election was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. The Board thanks Mr. Berry for his more than 13 years of service and contributions as a director.
Item 9.01Financial Statements and Exhibits.
 
(d)Exhibits
Exhibit No.  Description
99.1  
Press Release, dated as of February 10, 2026.
104Cover Page Interactive Data File (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: February 10, 2026
  By: /s/ Rafe Brown
   Rafe Brown
   Chief Financial Officer


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Exhibit 99.1
Rapid7 Announces Fourth Quarter and Full-Year 2025 Financial Results
Annualized recurring revenue (“ARR”) of $840 million
Full-year revenue of $860 million, increased 2% year-over-year
Full-year net cash provided by operating activities of $154 million; free cash flow of $130 million

Boston, MA – February 10, 2026 – Rapid7, Inc. (Nasdaq: RPD), a leader in threat detection and exposure management, today announced its financial results for the fourth quarter and full year 2025.
"Rapid7 exited 2025 delivering outperformance against fourth quarter ARR, revenue, and profitability guidance," said Corey Thomas, CEO of Rapid7. "Our differentiated approach to AI security operations continues to resonate with customers and gain market recognition. We are entering 2026 with a relentless focus on driving innovation, scaling up our execution, and securing Rapid7 customers' rapidly evolving attack surfaces."
Fourth Quarter 2025 Financial Highlights

Revenue: Total revenue of $217 million increased 1% year-over-year. Product revenue of $209 million increased 1% year-over-year.
ARR: Annual recurring revenue of $840 million, flat year-over-year.
Operating Income: GAAP operating income of $2.3 million; Non-GAAP operating income of $30.1 million.
Net Income: GAAP net income of $3.1 million or $0.05 per diluted share and non-GAAP net income of $32.1 million or $0.44 per diluted share.
Cash Flow: Net cash provided by operating activities of $37.6 million and free cash flow of $32.3 million.
Total cash, cash equivalents, and government securities of $659 million as of December 31, 2025.
Full Year Fiscal 2025 Financial Highlights

Revenue: Total revenue of $860 million increased 2% year-over-year. Product revenue of $831 million increased 3% year-over-year.
Operating Income: GAAP operating income of $11.6 million; Non-GAAP operating income of $135.7 million.
Net Income: GAAP net income of $23.4 million or $0.36 per diluted share and non-GAAP net income of $151.8 million or $2.08 per diluted share.
Cash Flow: Net cash provided by operating activities of $153.8 million and free cash flow of $130.1 million.
Customers: Total customers of over 11,500 and average ARR per customer of approximately $72,000.
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Recent Business Highlights
 
In January, Rapid7 announced the general availability of Managed Detection and Response (MDR) for Microsoft, bringing Rapid7’s Preemptive MDR and AI SOC capabilities to companies within Microsoft’s security ecosystem and unlocking integrated protection across Microsoft environments.
In January, Rapid7 announced a strategic partnership with ARMO to enable new runtime security capabilities to reduce cloud risk faster and help security teams respond to active threats with confidence.
In January, Rapid7 was recognized by Built In as a 2026 Best Places to Work with specific recognition for its footprint in Austin, Boston, and Washington, DC.
In December, Rapid7 announced a partnership with HITRUST to automate cybersecurity assurance and reduce the cost and complexity for regulated industries to meet key compliance standards.
In December, Rapid7 was granted its 300th cybersecurity patent and now holds over 80 patents focused primarily on advanced AI and machine learning technologies implemented across its products, platform, and SOC services.
In November, Rapid7 announced the launch of Curated Intelligence Rules for AWS Network Firewall to enable AWS users the ability to leverage industry-leading, curated threat intelligence directly to better protect their native AWS environments from the latest threats.
In November, Rapid7 was recognized as a Leader in the 2025 Gartner® Magic Quadrant™ for Exposure Assessment Platforms (EAP) with specific recognition for completeness of vision and ability to execute.
In November, Rapid7 released its Q3 2025 Threat Landscape Report, revealing how threat actors are accelerating the race between vulnerability disclosure and exploitation, consolidating ransomware power structures, and increasingly weaponizing artificial intelligence to evade detection. The report analyzed data from Rapid7’s Intelligence Hub, AttackerKB, incident response, and MDR telemetry.

First Quarter and Full Year 2026 Guidance
Non-GAAP guidance excludes estimates for stock-based compensation expense, amortization of acquired intangible assets, amortization of debt issuance costs, and certain other items such as acquisition-related expenses, impairment of long-lived assets, restructuring expense, induced conversion expense, change in the fair value of derivative assets, non-ordinary course litigation-related expenses and discrete tax items. Rapid7 has provided a reconciliation of each non-GAAP guidance measure to the most comparable GAAP measures in the financial statement tables included in this press release. The reconciliation does not reflect any items that are unknown at this time, including, but not limited to, non-ordinary course litigation-related expenses, which we are not able to predict without unreasonable effort due to their inherent uncertainty.
Rapid7 anticipates ARR, revenue, non-GAAP income from operations, non-GAAP net income per share and free cash flow to be in the following ranges:
First Quarter 2026Full-Year 2026
(in millions, except per share data)
ARRApproximately $830 millionNot provided
Year-over-year growth(1)%—%
Revenue$207to$209$835to$843
Year-over-year growth(2)%to(1)%(3)%to(2)%
Non-GAAP income from operations$19to$21$108to$116
Non-GAAP net income per share$0.29to$0.32$1.50to$1.60
Weighted average shares outstanding77.178.2
Free cash flowNot provided$125to$135
The guidance provided above is forward-looking in nature. Actual results may differ materially. See the cautionary note regarding “Forward-Looking Statements” below. Guidance for the first quarter 2026 and full-year 2026 does not include any potential impact of foreign exchange gains or losses.
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Conference Call and Webcast Information
Rapid7 will host a conference call today, February 10, 2026, to discuss its results at 4:30 p.m. Eastern Time. The call will be available live via webcast on Rapid7's website at https://investors.rapid7.com. A webcast replay of the conference call will be available at https://investors.rapid7.com.
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.
Non-GAAP Financial Measures and Other Metrics
To supplement our consolidated financial statements, which are prepared and presented in accordance with generally accepted accounting principles in the United States (“GAAP”), we provide investors with certain non-GAAP financial measures and other metrics, which we believe are helpful to our investors. We use these non-GAAP financial measures and other metrics for financial and operational decision-making purposes and as a means to evaluate period-to-period comparisons. We also use certain non-GAAP financial measures as performance measures under our executive bonus plan. We believe that these non-GAAP financial measures and other metrics 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.
Non-GAAP Financial Measures
We disclose the following non-GAAP financial measures: non-GAAP gross profit, non-GAAP income from operations, non-GAAP net income, non-GAAP net income per share, adjusted EBITDA and free cash flow. We also disclose non-GAAP gross margin and non-GAAP operating margin derived from these financial measures.
We define non-GAAP gross profit, non-GAAP income from operations, 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, impairment of long-lived assets, change in the fair value of derivative assets, restructuring expense, induced conversion 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 our former 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
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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, including accretion expense associated with contingent consideration, as costs that are unrelated to the current operations and are neither comparable to the prior period nor predictive of future results.
Change in fair value of derivative assets. The expense for the change in fair value of derivative assets related to our 2023 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 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 our restructuring plan, that was completed during fiscal year 2024, because we do not believe these charges are indicative of our core operating performance and we believe the exclusion of the restructuring expenses 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 call 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.
Adjusted EBITDA. Adjusted EBITDA is a non-GAAP measure that we define as net income (loss) before (1) interest income, (2) interest expense, (3) other (income) expense, net, (4) provision for (benefit from) 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.
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.
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 reconciliation in the GAAP to Non-GAAP Reconciliation section below.
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.
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Other Metrics
ARR. Annualized Recurring Revenue and Growth. ARR is defined as the annual value of all recurring revenue related to active contracts as of the last day of the period. ARR is measured at a specific point in time and does not incorporate consideration of any anticipated contract terminations or other prospective events, regardless of whether such events may exert a favorable or adverse influence on the metric. 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 define a customer as any entity that has an active Rapid7 recurring revenue contract as of the specified measurement date, excluding InsightOps and Logentries only customers with a contract value of less than $2,400 per year.
ARR per Customer. We define ARR per customer as ARR divided by the number of customers at the end of the period.
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, the statements regarding our financial guidance for the first quarter and full-year 2026, and the assumptions underlying such guidance. Our use of the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “will” and similar expressions are intended to identify forward-looking statements. 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. Risks that could cause or contribute to such differences include, but are not limited to, growing 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, effectiveness of our restructuring plan that was completed during fiscal year 2024, failure to meet our publicly announced guidance or other expectations about our business, our ability to sustain our revenue growth rate, 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 and manage our growth, our sales cycles, our ability to integrate acquired companies, exposure to greater than anticipated tax liabilities, and our ability to operate in compliance with applicable laws 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 Annual Report on Form 10-K filed with the SEC on February 28, 2025, 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 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.

###
Investor contact:
Matthew Wells
VP, Investor Relations
investors@rapid7.com
(617) 865-4277

Press contact:
Alice Randall
Director, Global Corporate Communications
press@rapid7.com
(214) 693-4727


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RAPID7, INC.    
Condensed Consolidated Balance Sheets (Unaudited)     
(in thousands)    
December 31, 2025December 31, 2024
Assets
Current assets
Cash and cash equivalents$246,664 $334,686 
Short-term investments228,006 187,025 
Accounts receivable, net167,017 168,242 
Deferred contract acquisition and fulfillment costs, current portion48,370 52,134 
Prepaid expenses and other current assets47,230 44,024 
Total current assets737,287 786,111 
Long-term investments184,119 37,274 
Property and equipment, net31,990 32,245 
Operating lease right-of-use assets45,485 48,877 
Deferred contract acquisition and fulfillment costs, non-current portion66,978 73,672 
Goodwill575,268 575,268 
Intangible assets, net65,105 85,719 
Other assets20,232 12,868 
Total assets$1,726,464 $1,652,034 
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable$11,041 $18,908 
Accrued expenses96,998 88,802 
Convertible senior notes, current portion, net— 45,895 
Operating lease liabilities, current portion16,176 15,493 
Deferred revenue, current portion451,155 461,118 
Total current liabilities575,370 630,216 
Convertible senior notes, non-current portion, net892,284 888,356 
Operating lease liabilities, non-current portion59,908 68,430 
Deferred revenue, non-current portion29,971 27,078 
Other long-term liabilities14,201 20,243 
Total liabilities1,571,734 1,634,323 
Stockholders' equity:
Common stock$658 $635 
Treasury stock(4,765)(4,765)
Additional paid-in capital1,120,963 1,011,080 
Accumulated other comprehensive (loss) income2,527 (1,205)
Accumulated deficit(964,653)(988,034)
Total stockholders equity154,730 17,711 
Total liabilities and stockholders’ equity$1,726,464 $1,652,034 
Note: Certain prior periods reflect immaterial corrections. Refer to Note 20, Immaterial Correction of an Error, in the notes to our 2024 Form 10-K filed on February 28, 2025 for further information.
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RAPID7, INC.
Condensed Consolidated Statements of Operations (Unaudited)
(in thousands, except share and per share data)
Three Months Ended December 31,Year Ended December 31,
2025202420252024
Revenue:
Product subscriptions$209,147 $206,328 $831,325 $808,906 
Professional services8,241 9,933 28,469 35,101 
Total revenue217,388 216,261 859,794 844,007 
Cost of revenue:
Product subscriptions60,252 58,932 230,119 225,547 
Professional services7,265 6,960 24,921 25,488 
Total cost of revenue67,517 65,892 255,040 251,035 
Total gross profit149,871 150,369 604,754 592,972 
Operating expenses:
Research and development48,631 46,334 190,660 173,126 
Sales and marketing79,722 72,767 317,665 298,809 
General and administrative19,246 23,989 84,861 86,002 
Total operating expenses147,599 143,090 593,186 557,937 
Income from operations
2,272 7,279 11,568 35,035 
Other income (expense), net:
Interest income5,580 5,551 23,019 21,063 
Interest expense(2,570)(2,783)(10,436)(10,963)
Other income (expense), net444 (4,361)6,030 (3,680)
Income before income taxes
5,726 5,686 30,181 41,455 
Provision for income taxes
2,597 3,514 6,800 15,929 
Net income
$3,129 $2,172 $23,381 $25,526 
Net income per share, basic(1)
$0.05 $0.03 $0.36 $0.41 
Net income per share, diluted
$0.05 $0.03 $0.36 $0.40 
Weighted-average common shares outstanding, basic65,643,762 63,339,306 64,727,551 62,607,583 
Weighted-average common shares outstanding, diluted65,881,693 63,901,277 65,001,955 63,183,651 
(1) We use the if-converted method to compute diluted earnings per share with respect to our convertible senior notes. There was no add-back of interest expense or additional dilutive shares related to the convertible senior notes where the effect was anti-dilutive. On an if-converted basis, for the three months ended December 31, 2025, the 2027 and 2029 Notes were anti-dilutive. On an if-converted basis, for the year ended December 31, 2025 and 2024 and the three months ended December 31, 2024, the 2025, 2027 and 2029 Notes were anti-dilutive.

Note: Certain prior periods reflect immaterial corrections. Refer to Note 20, Immaterial Correction of an Error, in the notes to our 2024 Form 10-K filed on February 28, 2025 for further information.
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RAPID7, INC.
Condensed Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
Three Months Ended December 31,Year Ended December 31,
2025202420252024
Cash flows from operating activities:
Net income$3,129 $2,172 $23,381 $25,526 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization11,181 11,436 45,436 44,893 
Amortization of debt issuance costs1,095 1,122 4,211 4,447 
Stock-based compensation expense23,276 27,412 104,335 107,961 
Deferred income taxes(390)(1,049)(1,690)791 
Other(1,624)3,031 (6,354)(1,503)
Changes in assets and liabilities:
Accounts receivable(24,244)(27,912)1,667 (5,480)
Deferred contract acquisition and fulfillment costs(3,681)(3,703)10,457 (4,196)
Prepaid expenses and other assets(8,884)(3,257)(10,223)2,805 
Accounts payable(5,123)13,227 (8,929)2,777 
Accrued expenses20,913 7,584 10,090 (9,829)
Deferred revenue28,540 36,317 (8,371)(795)
Other liabilities(6,614)(2,607)(10,183)4,273 
Net cash provided by operating activities37,574 63,773 153,827 171,670 
Cash flows from investing activities:
Business acquisitions, net of cash acquired— (103)— (37,301)
Purchases of property and equipment(1,153)(1,183)(7,599)(3,425)
Capitalization of internal-use software(4,122)(3,748)(16,106)(14,162)
Purchases of investments(30,304)— (533,342)(242,494)
Sales and maturities of investments123,822 58,000 351,322 250,500 
Purchase of strategic equity investments (5,500)— (5,500)— 
Other investing activities— — 1,786 360 
Net cash provided by (used in) investing activities82,743 52,966 (209,439)(46,522)
Cash flows from financing activities:
Payment of debt issuance costs— — (1,693)— 
Payments for maturity of convertible senior notes— — (45,992)— 
Payments related to business acquisitions(4,091)(500)(4,091)(500)
Taxes paid related to net share settlement of equity awards(585)(847)(3,020)(4,730)
Proceeds from employee stock purchase plan— — 7,703 9,246 
Proceeds from stock option exercises— 130 1,589 1,566 
Net cash (used in) provided by financing activities(4,676)(1,217)(45,504)5,582 
Effect of exchange rate changes on cash ,cash equivalents and restricted cash410 (3,529)5,679 (2,756)
Net (decrease) increase in cash, cash equivalents and restricted cash116,051 111,993 (95,437)127,974 
Cash, cash equivalents and restricted cash, beginning of period$130,613 $230,108 $342,101 $214,127 
Cash, cash equivalents and restricted cash, end of period$246,664 $342,101 $246,664 $342,101 
Supplemental cash flow information:
Cash paid for interest on convertible senior notes$1,312 $518 $5,768 $6,358 
Cash paid for income taxes, net of refunds8241,8767,9488,489
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Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents246,664334,686246,664334,686
Restricted cash included in other assets— 7,415— 7,415
Total cash, cash equivalents and restricted cash$246,664 $342,101 $246,664 $342,101 

Note: Certain prior periods reflect immaterial corrections. Refer to Note 20, Immaterial Correction of an Error, in the notes to our 2024 Form 10-K filed on February 28, 2025 for further information.
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RAPID7, INC.    
GAAP to Non-GAAP Reconciliation (Unaudited)    
(in thousands, except share and per share data)   
 
Three Months Ended December 31,Year Ended December 31,
2025202420252024
GAAP total gross profit$149,871 $150,369 $604,754 $592,972 
Add: Stock-based compensation expense(1)
$2,340 $3,109 $9,641 $12,208 
Add: Amortization of acquired intangible assets(2)
$4,423 $4,424 $17,693 $17,163 
Non-GAAP total gross profit$156,634 $157,902 $632,088 $622,343 
Non-GAAP gross margin72 %73 %74 %74 %
GAAP gross profit – product subscriptions$148,895 $147,396 $601,206 $583,359 
Add: Stock-based compensation expense$1,748 $2,576 $7,464 $10,376 
Add: Amortization of acquired intangible assets$4,423 $4,424 $17,693 $17,163 
Non-GAAP gross profit – product subscriptions$155,066 $154,396 $626,363 $610,898 
Non-GAAP gross margin - product subscriptions74 %75 %75 %76 %
GAAP gross profit – professional services$976 $2,973 $3,548 $9,613 
Add: Stock-based compensation expense$592 $533 $2,177 $1,832 
Non-GAAP gross profit – professional services$1,568 $3,506 $5,725 $11,445 
Non-GAAP gross margin - professional services19 %35 %20 %33 %
GAAP income from operations$2,272 $7,279 $11,568 $35,035 
Add: Stock-based compensation expense(1)
$23,276 $27,412 $104,335 $107,961 
Add: Amortization of acquired intangible assets(2)
$4,494 $5,121 $19,296 $19,951 
Add: Acquisition-related expenses(3)
$83 $183 $533 $751 
Add: Restructuring expense(4)
$— $— $— $(190)
Non-GAAP income from operations$30,125 $39,995 $135,732 $163,508 
GAAP net income$3,129 $2,172 $23,381 $25,526 
Add: Stock-based compensation expense(1)
$23,276 $27,412 $104,335 $107,961 
Add: Amortization of acquired intangible assets(2)
$4,494 $5,121 $19,296 $19,951 
Add: Amortization of debt issuance costs$1,095 $1,122 $4,211 $4,447 
Add: Acquisition-related expenses(3)
$83 $183 $533 $751 
Add: Discrete tax items(5)
$— $(1,668)$— $4,692 
Add: Restructuring expense$— $— $— $(190)
Non-GAAP net income$32,077 $34,342 $151,756 $163,138 
Add: Interest expense of convertible senior notes(6)
$1,312 $1,571 $5,595 $6,285 
Numerator for non-GAAP earnings per share calculation$33,389 $35,913 $157,351 $169,423 
Weighted average shares used in GAAP earnings per share calculation, basic65,643,762 63,339,306 64,727,551 62,607,583 
Dilutive effect of convertible senior notes(6)
10,429,891 11,183,611 10,679,754 11,183,611 
Dilutive effect of employee equity incentive plans(7)
237,931 561,971 274,405 576,068 
Weighted average shares used in non-GAAP earnings per share calculation, diluted76,311,584 75,084,888 75,681,710 74,367,262 
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Non-GAAP net income per share:
Basic$0.49 $0.54 $2.34 $2.61 
Diluted$0.44 $0.48 $2.08 $2.28 
(1) Includes stock-based compensation expense as follows:
Cost of revenue$2,340 $3,109 $9,641 $12,208 
Research and development$9,322 $10,703 $39,357 $37,566 
Sales and marketing$6,283 $6,615 $28,230 $28,718 
General and administrative$5,331 $6,985 $27,107 $29,469 
(2) Includes amortization of acquired intangible assets as follows:
Cost of revenue$4,423 $4,424 $17,693 $17,163 
Sales and marketing$71 $652 $1,543 2,608 
General and administrative$— $45 $60 180 
(3) Includes acquisition-related expenses as follows:
General and administrative$83 $183 $533 $751 
(4) For the twelve months ended December 31, 2024, restructuring expense was recorded within general and administrative expense in our condensed consolidated statement of operations.
(5) Includes discrete tax items as follows:
(Benefit) Provision for income taxes$— $(1,668)$— $4,692 
(6) We use the if-converted method to compute diluted earnings per share with respect to our convertible senior notes. There was no add-back of interest expense or additional dilutive shares related to the convertible senior notes where the effect was anti-dilutive.
(7) We use the treasury method to compute the dilutive effect of employee equity incentive awards.
Note: Certain prior periods reflect immaterial corrections. Refer to Note 20, Immaterial Correction of an Error, in the notes to our 2024 Form 10-K filed on February 28, 2025 for further information.
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RAPID7, INC.
Reconciliation of Net Income to Adjusted EBITDA (Unaudited)
(in thousands)
 
Three Months Ended December 31,Year Ended December 31,
2025202420252024
GAAP net income
$3,129 $2,172 $23,381 $25,526 
Interest income(5,580)(5,551)(23,019)(21,063)
Interest expense2,570 2,783 10,436 10,963 
Other expense (income), net(444)4,361 (6,030)3,680 
Provision for income taxes
2,597 3,514 6,800 15,929 
Depreciation expense2,289 2,658 9,767 11,059 
Amortization of intangible assets8,892 8,778 35,669 33,834 
Stock-based compensation expense23,276 27,412 104,335 107,961 
Acquisition-related expenses83 183 533 751 
Restructuring expense— — — (190)
Adjusted EBITDA$36,812 $46,310 $161,872 $188,450 

Note: Certain prior periods reflect immaterial corrections. Refer to Note 20, Immaterial Correction of an Error, in the notes to our 2024 Form 10-K filed on February 28, 2025 for further information.

RAPID7, INC.
Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow (Unaudited)
(in thousands)
 
Three Months Ended December 31,Year Ended December 31,
2025202420252024
Net cash provided by operating activities$37,574 $63,773 $153,827 $171,670 
Less: Purchases of property and equipment(1,153)(1,183)(7,599)(3,425)
Less: Capitalized internal-use software costs(4,122)(3,748)(16,106)(14,162)
Free cash flow$32,299 $58,842 $130,122 $154,083 







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First Quarter and Full-Year 2026 Guidance
GAAP to Non-GAAP Reconciliation    
(in millions, except per share data)

First Quarter 2026Full-Year 2026
Reconciliation of GAAP (loss) income from operations to non-GAAP income from operations:LowHighLowHigh
Anticipated GAAP (loss) income from operations$(7)to$(5)$12 to$20 
Add: Anticipated stock-based compensation expense22 to22 80 to80 
Add: Anticipated amortization of acquired intangible assetsto16 to16 
Anticipated non-GAAP income from operations$19 to$21 $108 to$116 
Reconciliation of GAAP net (loss) income to non-GAAP net income:
Anticipated GAAP net (loss) income$(6)to$(4)$12 to$20 
Add: Anticipated stock-based compensation expense22 to22 80 to80 
Add: Anticipated amortization of acquired intangible assetsto16 to16 
Add: Anticipated amortization of debt issuance coststoto
Anticipated non-GAAP net income$21 to$23 $112 to$120 
Add: Anticipated interest expense on convertible senior notestoto
Numerator for non-GAAP earnings per share calculation$22 to$24 $117 to$125 
Anticipated GAAP net (loss) income per share1
$(0.09)$(0.06)$0.18 $0.30 
Anticipated non-GAAP net income per share, diluted$0.29 $0.32 $1.50 $1.60 
Weighted average shares used in earnings per share calculation, diluted77.178.2
1 The anticipated GAAP net loss per share is calculated using basic weighted average shares for periods in which the Company anticipated a GAAP net loss. The anticipated GAAP net income per share is calculated using GAAP diluted weighted average shares for periods in which the Company anticipated GAAP net income.
The reconciliation does not reflect any items that are unknown at this time, including, but not limited to, non-ordinary course litigation-related expenses, which we are not able to predict without unreasonable effort due to their inherent uncertainty. As a result, the estimates shown for Anticipated GAAP loss from operations, Anticipated GAAP net loss and Anticipated GAAP net loss per share are expected to change.
Full-Year 2026
Reconciliation of net cash provided by operating activities to free cash flow:LowHigh
Anticipated net cash provided by operating activities$151 to$161 
Less: Anticipated purchases of property and equipment(8)to(8)
Less: Anticipated capitalized internal-use software costs(18)to(18)
Anticipated free cash flow$125 $135 
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FAQ

How did Rapid7 (RPD) perform financially in the fourth quarter of 2025?

Rapid7 reported Q4 2025 revenue of $217 million, up 1% year-over-year. Product revenue was $209 million, annualized recurring revenue was $840 million (flat year-over-year), GAAP net income was $3.1 million, non-GAAP net income was $32.1 million, and free cash flow reached $32.3 million.

What were Rapid7 (RPD)’s full-year 2025 revenue, earnings, and cash flow results?

For 2025, Rapid7 generated revenue of $860 million, up 2% year-over-year. Non-GAAP operating income was $135.7 million and non-GAAP net income was $151.8 million, or $2.08 per diluted share. The company produced $153.8 million of operating cash flow and $130.1 million of free cash flow.

What guidance did Rapid7 (RPD) give for first quarter 2026 results?

Rapid7 expects Q1 2026 revenue between $207 million and $209 million. This implies a 2% to 1% year-over-year decline. The company guides non-GAAP income from operations to $19–$21 million, non-GAAP net income per diluted share to $0.29–$0.32, and ARR of approximately $830 million.

What is Rapid7 (RPD)’s full-year 2026 financial outlook?

For 2026, Rapid7 projects revenue of $835–$843 million, down 3% to 2% year-over-year. Non-GAAP income from operations is guided to $108–$116 million, non-GAAP diluted EPS to $1.50–$1.60, and free cash flow to $125–$135 million, reflecting continued profitability focus.

How strong is Rapid7 (RPD)’s balance sheet at the end of 2025?

As of December 31, 2025, Rapid7 had total assets of $1.73 billion. Cash, cash equivalents and short- and long-term investments totaled $659 million, while total liabilities were $1.57 billion, including $892 million of non-current convertible senior notes, resulting in stockholders’ equity of $154.7 million.

How many customers does Rapid7 (RPD) have, and what is its ARR per customer?

Rapid7 reported total customers of over 11,500 for full-year 2025. Average annualized recurring revenue per customer was approximately $72,000. Management highlights ARR and ARR per customer as key operating metrics for assessing the scale and depth of its subscription-based cybersecurity business.

Which governance change did Rapid7 (RPD) disclose in this 8-K filing?

Rapid7 disclosed that director Michael Berry will not stand for re-election at the 2026 Annual Meeting. He will continue serving until the meeting’s conclusion. The company stated his decision was not due to any disagreement over operations, policies, or practices and thanked him for over 13 years of service.

Filing Exhibits & Attachments

4 documents