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

Rhea-AI Filing Summary

Rapid7 has secured a new $200 million senior secured revolving credit facility through a Credit Agreement with JPMorgan Chase Bank and other lenders on June 25, 2025. The facility will be used for working capital, capital expenditures, permitted acquisitions, and general corporate purposes.

Key terms of the facility include:

• Interest rates based on SOFR or alternate base rate plus margin, varying with net leverage ratio
• Five-year maturity, with early maturity trigger if liquidity falls below $250M within 91 days of convertible notes' due dates
• Secured by substantially all assets of the company and guaranteed by wholly-owned material domestic subsidiaries
• Contains financial covenants on net leverage ratio and minimum interest coverage ratio

The facility includes both voluntary prepayment options without penalties and mandatory prepayment requirements if outstanding amounts exceed commitments. This new credit arrangement enhances Rapid7's financial flexibility while maintaining disciplined financial covenants.

Positive

• Secured new $200 million revolving credit facility, enhancing financial flexibility for working capital, acquisitions and general corporate purposes
• Strong banking relationship demonstrated by JPMorgan Chase leading the credit facility with favorable terms including 5-year maturity
• Credit agreement structure allows for reborrowing of repaid amounts, providing ongoing liquidity access

Negative

• Additional debt covenants including net leverage ratio limits and minimum interest coverage requirements could restrict operational flexibility
• Early maturity trigger if liquidity falls below $250M within 91 days of convertible notes due dates (2027 and 2029) poses refinancing risk
• New facility requires pledging of substantial assets as collateral, potentially limiting future financing options

Insights

Corporate Finance Specialist

Rapid7 secured a $200M revolving credit facility, enhancing financial flexibility while adding leverage constraints and collateral requirements.

Rapid7 has secured a significant $200 million senior secured revolving credit facility with JPMorgan Chase Bank and other lenders. This arrangement substantially increases the company's financial flexibility by providing additional liquidity for working capital, capital expenditures, acquisitions, and other corporate needs. The five-year maturity provides long-term stability, though there's a notable acceleration clause triggered if liquidity falls below $250 million within 91 days of their convertible notes' maturity.

The variable interest rate structure (based on SOFR plus a margin tied to leverage) creates some interest rate exposure, but allows for potentially favorable rates when the company maintains lower leverage. The facility comes with important financial covenants including net leverage ratio limits and minimum interest coverage requirements, which will constrain Rapid7's financial policy and leverage capacity.

Particularly noteworthy is the security package, as the facility is secured by substantially all assets of Rapid7 and its guarantors. This represents a significant encumbrance on the company's asset base that could impact future financing flexibility. The voluntary prepayment option without penalties is favorable, providing flexibility to manage debt levels as cash flow permits. Overall, this facility strengthens Rapid7's capital structure by providing a substantial liquidity cushion, though with added financial constraints.

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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): June 25, 2025

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)

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	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 Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

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  1.01 Entry Into a Material Definitive Agreement.

On June 25, 2025 (the “Closing Date”), Rapid7, Inc., a Delaware corporation (the “Company”), entered into a credit agreement (the “Credit Agreement”), by and among the Company, Rapid7 LLC, a Delaware limited liability company (together with the Company, the “Borrowers”, and each individually a “Borrower”), the lenders party thereto (the “Lenders”) and JPMorgan Chase Bank, N.A., as administrative agent. The Credit Agreement 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 proceeds of the Revolving Facility can be used to finance working capital needs, capital expenditures, permitted acquisitions and other general corporate purposes.

Borrowings under the Revolving Facility are subject to customary borrowing conditions and will bear interest at a variable annual rate based on SOFR or alternate base rate plus a fixed margin, which varies depending on the Company’s net leverage ratio. SOFR is defined as a rate equal to the secured overnight financing rate as administered by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate) subject to a floor of zero. The Company is also required to pay a commitment fee on the unused portion of the Revolving Facility. Revolving Loans repaid may be reborrowed prior to maturity of the Revolving Facility pursuant to customary conditions and restrictions. The Revolving Facility will mature on the fifth anniversary of the Closing Date; provided however, that if, on any day beginning with the 91st day prior to the maturity of the Company’s 0.25% Convertible Senior Notes due 2027 or the 1.25% Convertible Senior Notes due 2029, the Company’s liquidity (including undrawn amounts under the Revolving Facility) is less than $250 million, then the Revolving Facility will automatically mature on such earlier day.

The Revolving Facility is voluntarily prepayable from time to time without premium or penalty. The Revolving Facility is mandatorily prepayable at any time that the aggregate amount of outstanding Revolving Loans and letters of credit issued under the Revolving Facility exceeds the Revolving Commitments. The Revolving Facility is guaranteed by the Company and its wholly-owned material domestic subsidiaries (the “Guarantors”), subject to certain exceptions set forth in the Credit Agreement. The obligations of the Borrowers are secured by substantially all the assets of the Guarantors, including stock of subsidiaries, subject to certain exceptions set forth in the Credit Agreement.

The Credit Agreement also contains customary representations and warranties and affirmative and negative covenants applicable to the Company and its restricted subsidiaries, including, among other things, restrictions on indebtedness, liens, investments, mergers, dispositions, dividends and other distributions. The Credit Agreement also contains financial covenants, which place a limit on the Company’s allowable net leverage ratio and require the Company to maintain a minimum interest coverage ratio. Failure to meet the covenants beyond applicable grace periods could result in acceleration of the Revolving Loan and/or termination of the Revolving Facility. In addition, the Credit Agreement contains certain customary events of default including, but not limited to, failure to pay interest, principal and fees or other amounts when due, material misrepresentations or misstatements in any representation or warranty, covenant defaults, certain cross defaults to other material indebtedness, certain judgment defaults and events of bankruptcy.

The foregoing description of the Credit Agreement is qualified in its entirety by reference to the complete text of the agreement, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 2.03  Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01  Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1*		Credit Agreement, dated June 25, 2025, among the Company, Rapid7 LLC, a Delaware limited liability company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.
104		Cover Page Interactive Data File (embedded within the inline XBRL document).

* We have omitted the schedules or exhibits to this Exhibit in accordance with Regulation S-K Item 601(a)(5). A copy of any omitted schedule or exhibit will be furnished to the Securities and Exchange Commission upon its request.

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.
	By:	/s/ Tim Adams
		Tim Adams
		Chief Financial Officer

Dated: June 25, 2025

FAQ

What is the size of RPD's new credit facility announced on June 25, 2025?

Rapid7 (RPD) entered into a new credit agreement that establishes a senior secured revolving credit facility with an aggregate principal amount of up to $200 million. The facility was arranged with JPMorgan Chase Bank, N.A. acting as administrative agent.

When does RPD's new revolving credit facility mature?

The revolving facility matures on the fifth anniversary of the June 25, 2025 closing date. However, there's an important caveat: if RPD's liquidity falls below $250 million within 91 days of the maturity of either their 2027 or 2029 Convertible Senior Notes, the facility will automatically mature earlier.

What can RPD use the new credit facility funds for?

The proceeds from RPD's revolving facility can be used to finance working capital needs, capital expenditures, permitted acquisitions and other general corporate purposes.

What are the key financial covenants in RPD's new credit agreement?

The credit agreement includes financial covenants that require RPD to maintain a limit on allowable net leverage ratio and a minimum interest coverage ratio. Failure to meet these covenants beyond grace periods could result in loan acceleration and/or facility termination.

How is the interest rate determined for RPD's new credit facility?

The borrowings will bear interest at a variable annual rate based on SOFR or alternate base rate plus a fixed margin, which varies depending on RPD's net leverage ratio. SOFR is defined as the secured overnight financing rate administered by the Federal Reserve Bank of New York, subject to a zero floor.