STOCK TITAN

Rapid7 (RPD) chair has 7,726 shares withheld for taxes

(Moderate)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Rapid7, Inc. Executive Chairman Corey E. Thomas reported a tax-related share disposition on common stock. On August 15, 2026, 7,726 shares of common stock were withheld by the issuer at $13.00 per share to satisfy Thomas's tax withholding obligation upon vesting of previously granted restricted stock units. After this event, Thomas directly held 643,274 shares. In addition, 218,748 shares are held indirectly through Thomas Family Holdings LLC and 30,000 shares through an irrevocable trust, for which Thomas disclaims beneficial ownership except to the extent of any pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider Thomas Corey E.
Role Executive Chairman
Type Security Shares Price Value
Tax Withholding COMMON STOCK F1 7,726 $13.00 $100K
holding COMMON STOCK F2 -- -- --
holding COMMON STOCK F3 -- -- --
Holdings After Transaction: COMMON STOCK — 643,274 shares (Direct); COMMON STOCK — 218,748 shares (Indirect, By Thomas Family Holdings LLC); COMMON STOCK — 30,000 shares (Indirect, By Trust)
Footnotes (3)
  1. F1. Represents shares withheld by the Issuer to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units previously granted to the Reporting Person on February 15, 2024 and February 14, 2025.
  2. F2. Represents shares held by the Thomas Family Holdings LLC ("LLC"). The reporting person is the manager of LLC and has the power to vote and dispose of the shares held by LLC. The reporting person disclaims beneficial ownership of the shares owned by LLC except to the extent of his pecuniary interest therein.
  3. F3. Represents shares held by the Corey E. Thomas Irrevocable Trust of 2016, which is administrated by an independent trustee, and is for the benefit of the reporting person's immediate and other family members. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
Shares withheld for tax 7,726 shares Shares withheld on August 15, 2026 to satisfy tax withholding obligation on RSU vesting
Withholding price per share $13.00 per share Value used for issuer share withholding related to RSU vesting on August 15, 2026
Direct holdings after transaction 643,274 shares Direct Rapid7 common stock held by Corey E. Thomas following the August 15, 2026 transaction
Indirect holdings via LLC 218,748 shares Shares held by Thomas Family Holdings LLC, with Thomas as manager and voting/dispositive power
Indirect holdings via trust 30,000 shares Shares held by the Corey E. Thomas Irrevocable Trust of 2016 administered by an independent trustee
Tax-liability-related transactions 1 transaction; 7,726 shares Code F transaction count and shares for payment of tax liability by delivering or withholding securities
restricted stock units financial
"upon the vesting of restricted stock units previously granted to the Reporting Person"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
tax withholding obligation financial
"to satisfy the Reporting Person's tax withholding obligation upon the vesting"
beneficial ownership financial
"disclaims beneficial ownership of the shares owned by LLC except"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"except to the extent of his pecuniary interest therein"

FAQ

What transaction did Rapid7 (RPD) Executive Chairman Corey E. Thomas report on August 15, 2026?

Thomas reported that 7,726 shares of Rapid7 common stock were withheld by the issuer at $13.00 per share to satisfy his tax withholding obligation upon vesting of restricted stock units granted in 2024 and 2025.

How many Rapid7 (RPD) shares does Corey E. Thomas hold directly after this Form 4 transaction?

Following the August 15, 2026 withholding transaction, Thomas directly held 643,274 shares of Rapid7 common stock. This figure reflects his direct ownership after shares were withheld to cover tax obligations on vested restricted stock units.

What indirect Rapid7 (RPD) holdings are associated with Corey E. Thomas?

In addition to direct holdings, 218,748 shares are held by Thomas Family Holdings LLC and 30,000 shares by the Corey E. Thomas Irrevocable Trust of 2016. Thomas disclaims beneficial ownership of these securities except for any pecuniary interest.

Was the Rapid7 (RPD) Form 4 transaction by Corey E. Thomas a market sale?

No. The 7,726 shares were withheld by the issuer to satisfy Thomas's tax withholding obligation upon vesting of restricted stock units, rather than sold in an open market transaction, according to the filing footnote.

Were Corey E. Thomas’s Rapid7 (RPD) transactions under a Rule 10b5-1 trading plan?

The filing shows the Rule 10b5-1 checkbox as not checked, and no footnote states that the August 15, 2026 tax-withholding transaction was effected under a Rule 10b5-1 trading plan or similar pre-arranged arrangement.

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

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Thomas Corey E.

(Last)(First)(Middle)
C/O RAPID7, INC.
120 CAUSEWAY STREET

(Street)
BOSTON MASSACHUSETTS 02114

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Rapid7, Inc. [ RPD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Executive Chairman
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/15/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
COMMON STOCK08/15/2026F(1)7,726D$13643,274D
COMMON STOCK218,748IBy Thomas Family Holdings LLC(2)
COMMON STOCK30,000IBy Trust(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents shares withheld by the Issuer to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units previously granted to the Reporting Person on February 15, 2024 and February 14, 2025.
2. Represents shares held by the Thomas Family Holdings LLC ("LLC"). The reporting person is the manager of LLC and has the power to vote and dispose of the shares held by LLC. The reporting person disclaims beneficial ownership of the shares owned by LLC except to the extent of his pecuniary interest therein.
3. Represents shares held by the Corey E. Thomas Irrevocable Trust of 2016, which is administrated by an independent trustee, and is for the benefit of the reporting person's immediate and other family members. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
Remarks:
Exhibit 24 - Power of Attorney.
/s/ Christopher Keenan, Attorney-in-Fact08/17/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)