RPD Form 4: CFO Timothy Adams RSU Tax Withholding of 9,225 Shares

Rhea-AI Filing Summary

Rapid7, Inc. (RPD) Form 4: Timothy M. Adams, the company's Chief Financial Officer, reported a transaction on 08/15/2025 in which 9,225 shares of Common Stock were disposed at a price of $21.27 per share. The filing explains these shares were withheld by the issuer to satisfy the reporting person’s tax withholding obligation upon the vesting of restricted stock units granted on January 3, 2022; February 15, 2023; February 15, 2024; and February 14, 2025. After the reported disposition, Mr. Adams beneficially owns 196,088 shares of Rapid7 common stock. The form was signed by Peter Kaes as attorney-in-fact on 08/19/2025.

Insights

Securities Analyst

TL;DR: Routine tax-withholding sale of vested RSUs by the CFO; does not indicate an open-market cash sale.

The transaction code F and the filing explanation clearly identify the disposition as shares withheld to satisfy tax withholding on vested restricted stock units granted across four grant dates. This is a common administrative transaction following RSU vesting and is typically considered non-discretionary. The remaining beneficial ownership of 196,088 shares remains after withholding. From a securities analysis perspective, this is a routine insider administrative action and does not, by itself, signal a change in insider sentiment regarding company fundamentals.

Corporate Governance Expert

TL;DR: Administrative withholding for tax obligations on RSU vesting; consistent with standard equity compensation practices.

The reporting explicitly ties the withheld shares to RSU grants on specific historical grant dates (2022–2025). The Form 4 uses the appropriate transaction code and discloses the post-transaction beneficial ownership. The signature by an attorney-in-fact is properly provided. This disclosure meets Section 16 reporting requirements and appears procedurally complete for an insider tax-withholding event.

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

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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^*

Adams Timothy M

(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)

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

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)		9,225	D	$21.27	196,088	D

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 January 3, 2022, February 15, 2023, February 15, 2024 and February 14, 2025.

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 CFO Timothy Adams report on Form 4 (RPD)?

He reported a disposition of 9,225 shares on 08/15/2025, withheld by the issuer to satisfy tax withholding on vested RSUs.

At what price were the shares reported on the Form 4?

The shares were reported at a price of $21.27 per share.

How many Rapid7 shares does Timothy Adams beneficially own after the transaction?

The filing shows he beneficially owns 196,088 shares following the reported disposition.

Why were the shares disposed according to the filing?

The filing states the shares were withheld by the issuer to satisfy the reporting person’s tax withholding obligation upon the vesting of restricted stock units.

Which RSU grant dates are referenced in the Form 4 explanation?

The explanation references RSU grants on January 3, 2022, February 15, 2023, February 15, 2024, and February 14, 2025.