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[Form 4] Rapid7, Inc. Insider Trading Activity

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4
Rhea-AI Filing Summary

Rapid7, Inc. (RPD) reported an insider equity transaction by its Chief Financial Officer on a Form 4. On 11/15/2025, the CFO had 9,225 shares of common stock withheld by the company at a price of $14.03 per share to cover tax obligations arising from the vesting of previously granted restricted stock units. After this tax withholding, the officer directly beneficially owns 186,863 shares of Rapid7 common stock.

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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
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*
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)
11/15/2025
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 11/15/2025 F(1) 9,225 D $14.03 186,863 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 11/17/2025
** 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 insider transaction did Rapid7 (RPD) disclose in this Form 4?

Rapid7 disclosed that its Chief Financial Officer had 9,225 shares of common stock withheld by the company on 11/15/2025 to satisfy tax withholding obligations related to vesting restricted stock units.

Who is the reporting person in the Rapid7 (RPD) Form 4 filing?

The reporting person is Rapid7's Chief Financial Officer, who is an officer of Rapid7, Inc. and filed the Form 4 as a single reporting person.

How many Rapid7 (RPD) shares does the CFO own after the reported transaction?

Following the tax withholding transaction, the Chief Financial Officer beneficially owns 186,863 shares of Rapid7 common stock in direct ownership.

What was the purpose of the 9,225 Rapid7 (RPD) shares withheld?

The 9,225 shares were withheld by Rapid7 to cover the CFO's tax withholding obligation triggered by the vesting of restricted stock units granted on January 3, 2022, February 15, 2023, February 15, 2024, and February 14, 2025.

Does this Rapid7 (RPD) Form 4 represent an open market sale by the CFO?

No. The reported transaction reflects shares withheld by the issuer to satisfy tax obligations upon RSU vesting, rather than an open market sale initiated by the CFO.

What transaction code is used in the Rapid7 (RPD) Form 4 and what does it indicate?

The Form 4 uses transaction code "F", which indicates a payment of tax liability by delivering or withholding securities, in this case tied to vesting restricted stock units.

Rapid7

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889.23M
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101.42%
5.71%
Software - Infrastructure
Services-prepackaged Software
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United States
BOSTON