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Rapid7 (RPD) CEO sees 5,357 shares withheld to cover RSU tax bill

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(Neutral)
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(Neutral)
Form Type
4

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.

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Insider Thomas Corey E.
Role CEO
Type Security Shares Price Value
Tax Withholding COMMON STOCK 5,357 $6.50 $35K
holding COMMON STOCK -- -- --
holding COMMON STOCK -- -- --
Holdings After Transaction: COMMON STOCK — 651,000 shares (Direct, null); COMMON STOCK — 218,748 shares (Indirect, By Thomas Family Holdings LLC)
Footnotes (1)
  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. Includes 1,273 shares acquired under the Rapid7, Inc. 2015 Employee Stock Purchase Plan on March 13, 2026. 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. 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 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
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.
Form 4 Insider Transactions: What Each Field Means →
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)
CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026		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 STOCK05/15/2026F(1)5,357D$6.5651,000(2)D
COMMON STOCK218,748IBy Thomas Family Holdings LLC(3)
COMMON STOCK30,000IBy Trust(4)
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. Includes 1,273 shares acquired under the Rapid7, Inc. 2015 Employee Stock Purchase Plan on March 13, 2026.
3. 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.
4. 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-Fact05/18/2026
** 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)

Source: View Original Filing on SEC EDGAR

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.

How many Rapid7 shares were withheld for Corey Thomas’s taxes?

The company withheld 5,357 Rapid7 common shares at $6.50 per share to satisfy Corey Thomas’s tax withholding obligation. The withholding occurred upon vesting of restricted stock units granted in February 2024 and February 2025 as part of his equity compensation.

How many Rapid7 shares does Corey Thomas hold after this transaction?

Following the tax withholding, Corey Thomas directly held 651,000 Rapid7 shares. This total includes 1,273 shares acquired through the Rapid7 2015 Employee Stock Purchase Plan on March 13, 2026, in addition to his previously held direct equity position.

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.

What equity grants triggered the Rapid7 share withholding for Corey Thomas?

The withholding related to restricted stock units previously granted to Corey Thomas on February 15, 2024 and February 14, 2025. When these RSUs vested, 5,357 shares were withheld by Rapid7 to satisfy his associated tax withholding obligations under the equity award terms.