Every 8-K that Rapid7, Inc. (RPD) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow RPD and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full RPD filings page.
Rapid7, Inc. (RPD) reported a significant Board reconfiguration. On August 27, 2026, directors Michael Burns, Benjamin Holzman, Thomas Schodorf and Reeny Sondhi resigned from the Board and its committees, effective the same day, with the Company stating the resignations were not due to any disagreement over operations, policies or practices. As an exception to the Non-Employee Director Compensation Policy, each resigning director will receive the cash compensation they would have earned under the policy through June 30, 2027 and accelerated vesting of their unvested Initial and Annual equity awards.
Following these resignations, the Board elected Maria Barrett and current Chief Experience Officer Julian Waits as directors, effective September 1, 2026, and fixed the Board size at nine. Rapid7 entered into a Transition Agreement with Mr. Waits, under which he continues as Chief Experience Officer through the appointment of his successor and then in a non-executive capacity until December 31, 2026, with a transition payment equal to six months of base salary, continued bonus eligibility for 2026, and continued equity vesting, all subject to a noncompetition covenant and continued service. The Board also named J. Benjamin Nye as Lead Independent Director and reassigned committee memberships, confirming all committee members meet Nasdaq and, for the Audit Committee, Exchange Act Rule 10A-3 requirements.
Rapid7, Inc. reported results for the quarter ended June 30, 2026 and outlined a major restructuring. Total revenue was $210.9 million, down 1.5% year-over-year, with product subscriptions revenue of $205.1 million. Annualized recurring revenue (ARR) was $824.0 million, a 2.0% year-over-year decline. The company generated GAAP income from operations of $3.0 million, GAAP net income of $6.1 million, and non-GAAP income from operations of $28.9 million. Non-GAAP net income was $33.0 million, or $0.44 per diluted share. Net cash provided by operating activities was $37.0 million, with free cash flow of $31.9 million. Cash, cash equivalents and government securities totaled $702.6 million as of June 30, 2026.
The board approved a 2026 Restructuring Plan, including a workforce reduction of approximately 12%, intended to simplify operations and focus investment on core platform and AI capabilities. Rapid7 expects $10–$11 million in restructuring charges, primarily severance and related costs, largely incurred in the third and fourth quarters of 2026. For the third quarter 2026, the company guides to revenue of $208–$210 million, non-GAAP income from operations of $34–$36 million, and non-GAAP diluted EPS of $0.44–$0.47. Full-year 2026 guidance includes revenue of $837–$841 million, non-GAAP income from operations of $129–$133 million, non-GAAP diluted EPS of $1.78–$1.83, ARR of approximately $812 million with (3)% growth, and free cash flow of about $130 million.
Rapid7, Inc. reported the results of its 2026 Annual Meeting of Stockholders held on June 9, 2026. Stockholders elected eleven directors to serve until the 2027 annual meeting, with each nominee receiving over 23 million votes in favor and substantial support across the slate.
Investors also ratified the Audit Committee’s selection of KPMG LLP as Rapid7’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with more than 53 million votes for and minimal opposition. In addition, stockholders approved, on a non-binding advisory basis, the company’s executive compensation program as described in its proxy materials.
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.
Rapid7, Inc. reported first quarter 2026 results and issued guidance for 2026. Total revenue was $209.7 million, down 0.3% year-over-year, with product subscriptions revenue of $204.0 million, up slightly. Annualized recurring revenue was $832 million, a 0.6% decline.
GAAP loss from operations was $0.6 million, while non-GAAP income from operations was $24.4 million. GAAP net income was $1.1 million, or $0.02 per diluted share, and non-GAAP net income was $26.6 million, or $0.36 per diluted share. Free cash flow was $33.4 million and cash, cash equivalents and government securities totaled $670 million as of March 31, 2026.
For the second quarter 2026, Rapid7 expects revenue of $207–$209 million and non-GAAP income from operations of $24–$26 million. For full-year 2026, it guides to revenue of $836–$842 million, non-GAAP diluted EPS of $1.52–$1.60 and free cash flow of $125–$135 million.
Rapid7, Inc. entered into a Nomination and Support Agreement with JANA Partners Management, LP on March 26, 2026. The company will include JANA’s nominee, Kevin Galligan, in its recommended slate for election to the board at the 2026 annual meeting and will support his election on the same basis as other board nominees.
JANA agreed not to acquire more than 19.9% of Rapid7’s outstanding common stock without prior board consent and to vote its shares at the 2026 annual meeting for Galligan and a specified list of incumbent and mutually agreed nominees. The agreement remains in effect until the earlier of January 8, 2027 or thirty days before the start of the advance notice period for director nominations for the 2027 annual meeting.
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.
Rapid7, Inc. appointed Rafe Brown as Chief Financial Officer, effective upon his start, expected on or about December 1, 2025. The company also announced quarterly results via a press release furnished as an exhibit.
Brown’s compensation includes a $450,000 annual base salary, a target bonus equal to 75% of base salary beginning in 2026, and a $250,000 sign‑on bonus payable within 45 days of his start, subject to pro‑rata repayment if he departs within the first year under specified circumstances. Equity awards include a restricted stock unit grant with an approximate grant date value of $7.5 million vesting over three years (one‑third on December 15, 2026, then quarterly), eligibility for a performance‑based RSU around $2.5 million by March 31, 2026, and a supplemental equity award up to $5.0 million in Q1 2026.
Severance terms provide six months of base salary and COBRA premiums for certain terminations, increasing to 12 months, full target bonus for the year of termination, and full equity vesting acceleration if a qualifying termination occurs within three months before or 12 months after a change in control. Outgoing CFO Tim Adams will transition to an advisory role.
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.