RPD Form 4: Corey Thomas Retains Majority Stake After Tax Withholding

Rhea-AI Filing Summary

Thomas Corey E., CEO and Director of Rapid7, Inc. (RPD), reported a transaction on 08/15/2025 where 12,969 shares of common stock were disposed at a price of $21.27 per share. The filing states these shares were withheld by the issuer to satisfy the reporting person’s tax withholding obligations upon the vesting of restricted stock units granted across 2021–2025.

The report shows the reporting person directly beneficially owns 593,337 shares and indirectly holds 218,748 shares through Thomas Family Holdings LLC plus 30,000 shares held by the Corey E. Thomas Irrevocable Trust of 2016. The filing includes standard disclaimers that the reporting person disclaims beneficial ownership of the LLC and trust holdings except to the extent of pecuniary interest.

Positive

• Significant ongoing insider ownership: 593,337 shares directly beneficially owned by the CEO, supporting alignment with shareholders
• Routine administrative transaction: 12,969 shares were withheld to satisfy tax withholding on vested RSUs, consistent with standard compensation mechanics

Negative

• Outstanding disposition: 12,969 shares were disposed at $21.27, reducing the reporting person’s direct share count
• Indirect holdings disclaimers: Reporting person disclaims beneficial ownership of 218,748 LLC shares and 30,000 trust shares, limiting clear claim of control over those shares

Insights

Corporate Governance Expert

TL;DR: Routine tax-withholding sale on RSU vesting by CEO; substantial direct and indirect holdings remain.

The Form 4 documents a common and non-dispositive transaction: shares were withheld to satisfy tax obligations arising from restricted stock unit vesting across multiple grant years. Such withholding is an administrative disposition rather than an open-market sale intended to change control or strategy. The report also confirms the CEO retains significant economic exposure with 593,337 direct shares plus 248,748 indirect shares via family entities and a trust, which implies continued alignment with shareholders. Disclaimers on LLC and trust ownership are standard and limit personal beneficial claims.

Securities Analyst

TL;DR: Transaction reflects RSU tax settlement; no material change to ownership concentration or control.

The disposition of 12,969 shares at $21.27 appears solely to satisfy tax withholding for vested RSUs, as stated. Post-transaction holdings reported are 593,337 direct shares, 218,748 shares held by Thomas Family Holdings LLC, and 30,000 shares in an irrevocable trust. These totals indicate sustained insider ownership at meaningful levels relative to typical insider positions, suggesting limited near-term dilution or change in insider incentive alignment. No derivative transactions or additional dispositions are reported.

SEC Form 4

FORM 4

UNITED 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

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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 MA 02114

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Rapid7, Inc. [ RPD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
COMMON STOCK	08/15/2025		F(1)		12,969	D	$21.27	593,337	D
COMMON STOCK								218,748	I	By Thomas Family Holdings LLC(2)
COMMON STOCK								30,000	I	By 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount 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 2, 2021, February 15, 2022, February 15, 2023, 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:

	/s/ Peter Kaes, Attorney-in-Fact	08/19/2025
	** Signature of Reporting Person	Date
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.

FAQ

What did Rapid7 (RPD) CEO Corey Thomas report on Form 4?

He reported that 12,969 shares were disposed on 08/15/2025 at $21.27 per share, withheld to satisfy tax obligations from RSU vesting.

How many Rapid7 shares does the reporting person own after the transaction?

Directly owns 593,337 shares following the reported transaction; additionally 218,748 shares are held by Thomas Family Holdings LLC and 30,000 by an irrevocable trust.

Was the 08/15/2025 transaction a market sale or tax withholding?

The filing states the 12,969-share disposition represents shares withheld by the issuer to satisfy the reporting person’s tax withholding obligation upon RSU vesting.

Does the reporting person claim beneficial ownership of the LLC and trust shares?

No. The report includes disclaimers that the reporting person disclaims beneficial ownership of the LLC and trust shares except to the extent of pecuniary interest.

Were any derivative securities reported on this Form 4?

No derivative securities (options, warrants, or convertible instruments) are reported in Table II of this Form 4.