Rapid7 (RPD) CEO sees 5,357 shares withheld to cover RSU tax bill
Rhea-AI Filing Summary
Rapid7, Inc. CEO Corey E. Thomas reported a routine tax-related share disposition. On May 15, 2026, 5,357 shares of common stock were withheld by the company at $6.50 per share to satisfy his tax withholding obligation upon the vesting of restricted stock units granted on February 15, 2024 and February 14, 2025. This was not an open-market sale.
After this withholding, Thomas held 651,000 shares directly. He also had indirect interests in 30,000 shares held by a family trust and 218,748 shares held by Thomas Family Holdings LLC, for which he disclaims beneficial ownership except for any pecuniary interest. The filing notes these direct holdings include 1,273 shares acquired under Rapid7’s 2015 Employee Stock Purchase Plan on March 13, 2026.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 5,357 shares
Net Sell
3 txns
Insider
Thomas Corey E.
Role
CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise Price or Tax Liability | COMMON STOCK | 5,357 | $6.50 | $35K |
| holding | COMMON STOCK | -- | -- | -- |
| holding | COMMON STOCK | -- | -- | -- |
Holdings After Transaction:
COMMON STOCK — 651,000 shares (Direct);
COMMON STOCK — 218,748 shares (Indirect, By Thomas Family Holdings LLC);
COMMON STOCK — 30,000 shares (Indirect, By Trust)
Footnotes (4)
- 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.
- F2. Includes 1,273 shares acquired under the Rapid7, Inc. 2015 Employee Stock Purchase Plan on March 13, 2026.
- F3. 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.
- F4. 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.
Key Figures
Shares withheld for taxes: 5,357 shares
Withholding price: $6.50 per share
Direct holdings after transaction: 651,000 shares
+5 more
8 metrics
Shares withheld for taxes
5,357 shares
Withheld at vesting of RSUs on May 15, 2026
Withholding price
$6.50 per share
Value used for tax withholding shares
Direct holdings after transaction
651,000 shares
Corey Thomas direct Rapid7 common stock
Trust indirect holdings
30,000 shares
Held by Corey E. Thomas Irrevocable Trust of 2016
LLC indirect holdings
218,748 shares
Held by Thomas Family Holdings LLC
ESPP shares included
1,273 shares
Acquired under 2015 Employee Stock Purchase Plan on March 13, 2026
RSU grant date 1
February 15, 2024
One of the RSU grants whose vesting triggered tax withholding
RSU grant date 2
February 14, 2025
Second RSU grant whose vesting triggered tax withholding
Key Terms
restricted stock units, tax withholding obligation, Employee Stock Purchase Plan, pecuniary interest, +1 more
5 terms
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
"shares withheld by the Issuer to satisfy the Reporting Person's tax withholding obligation"
Employee Stock Purchase Plan financial
"acquired under the Rapid7, Inc. 2015 Employee Stock Purchase Plan on March 13, 2026"
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
pecuniary interest financial
"disclaims beneficial ownership of the shares owned by LLC except to the extent of his pecuniary interest therein"
beneficial ownership financial
"disclaims beneficial ownership of these securities, and this report shall not be deemed an admission"
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did Rapid7 (RPD) CEO Corey Thomas report in this Form 4?
Corey Thomas reported a tax-related disposition where 5,357 Rapid7 shares were withheld by the company to cover tax obligations on vested restricted stock units. This was an administrative withholding, not an open-market stock sale, and reflects routine equity compensation mechanics.
What indirect Rapid7 holdings are associated with Corey Thomas?
Indirectly, 30,000 Rapid7 shares are held by a 2016 irrevocable trust and 218,748 shares by Thomas Family Holdings LLC. Thomas is manager of the LLC and has voting and disposal power but disclaims beneficial ownership except for his pecuniary interest in these entities.
Was Corey Thomas’s Rapid7 Form 4 transaction an open-market sale?
No, the Form 4 shows shares withheld by Rapid7 to cover Corey Thomas’s tax liability on vested restricted stock units. Code F designates payment of exercise price or tax liability by delivering securities, so this was not a discretionary open-market sale of shares.