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Rapid7 (RPD) director receives 15,208 RSU grant assigned to JANA

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Galligan Kevin G. reported acquisition or exercise transactions in this Form 4 filing.

Rapid7, Inc. reported that director Kevin G. Galligan was granted 15,208 restricted stock units (RSUs) of common stock as compensation for his service on the Board of Directors under the company’s 2015 Equity Incentive Plan.

Each RSU represents a contingent right to receive one share of Rapid7 common stock. The award vests in full on the earlier of the company’s next annual stockholder meeting or the first anniversary of the grant date, subject to Mr. Galligan’s continued service. All rights to any shares issuable upon vesting have been assigned so that settlement will be made to JANA Partners Management, LP.

Positive

  • None.

Negative

  • None.
Insider Galligan Kevin G.
Role null
Type Security Shares Price Value
Grant/Award Common Stock, par value $0.01 per share 15,208 $0.00 --
Holdings After Transaction: Common Stock, par value $0.01 per share — 0 shares (Indirect, See footnote)
Footnotes (1)
  1. This security represents restricted stock units granted under the Issuer's 2015 Equity Incentive Plan, as amended, as a grant to the Reporting Person, in connection with his service on the Issuer's Board of Directors. Each restricted stock unit represents a contingent right to receive one share of common stock of the Issuer. This restricted stock unit grant vests in full on the earlier of: (i) the date of the Issuer's next annual meeting of stockholders held after the date of the grant or (ii) the first anniversary of the date of grant, in each case subject to the Reporting Person's continued service with the Issuer through the applicable vesting date. The Reporting Person has assigned all rights to any shares issuable pursuant to the grant to JANA Partners Management, LP ("JANA"). Pursuant to the assignment, settlement of the award on vesting will be made to JANA.
RSUs granted 15,208 units Restricted stock unit grant to director for board service
Security type Common Stock, $0.01 par value Underlying shares for the RSU award
Grant price $0.0000 per unit Equity compensation, no cash paid for RSUs
Vesting trigger Next annual meeting or 1-year anniversary RSUs vest on the earlier of these dates with continued service
Assignee JANA Partners Management, LP Receives settlement of shares upon RSU vesting
restricted stock units financial
"This security represents restricted stock units granted under the Issuer's 2015 Equity Incentive Plan"
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.
2015 Equity Incentive Plan financial
"restricted stock units granted under the Issuer's 2015 Equity Incentive Plan, as amended"
Board of Directors financial
"as a grant to the Reporting Person, in connection with his service on the Issuer's Board of Directors"
The Board of Directors is a group of people chosen by a company's owners to help make big decisions and oversee how the company is run. They act like a team of advisors or managers, making sure the company stays on track and meets its goals. Their choices can influence the company's success and how it grows.
contingent right financial
"Each restricted stock unit represents a contingent right to receive one share of common stock"
vesting date financial
"subject to the Reporting Person's continued service with the Issuer through the applicable vesting date"
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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*
Galligan Kevin G.
(Last)(First)(Middle)
888 SEVENTH AVENUE, 24TH FLOOR
(Street)
NEW YORK NEW YORK 10106
(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
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/09/2026		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 Stock, par value $0.01 per share(1)(2)06/09/2026A15,208A$00ISee footnote(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. This security represents restricted stock units granted under the Issuer's 2015 Equity Incentive Plan, as amended, as a grant to the Reporting Person, in connection with his service on the Issuer's Board of Directors. Each restricted stock unit represents a contingent right to receive one share of common stock of the Issuer.
2. This restricted stock unit grant vests in full on the earlier of: (i) the date of the Issuer's next annual meeting of stockholders held after the date of the grant or (ii) the first anniversary of the date of grant, in each case subject to the Reporting Person's continued service with the Issuer through the applicable vesting date.
3. The Reporting Person has assigned all rights to any shares issuable pursuant to the grant to JANA Partners Management, LP ("JANA"). Pursuant to the assignment, settlement of the award on vesting will be made to JANA.
/s/ Kevin G. Galligan06/10/2026
** 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 insider transaction did Rapid7 (RPD) disclose for Kevin G. Galligan?

Rapid7 disclosed that director Kevin G. Galligan received a grant of 15,208 restricted stock units. These RSUs were issued as compensation for his service on the Board of Directors under Rapid7’s 2015 Equity Incentive Plan, as amended.

How many Rapid7 (RPD) restricted stock units were granted in this Form 4?

The filing shows a grant of 15,208 restricted stock units of Rapid7 common stock. Each RSU represents a contingent right to receive one share, with no cash paid per unit at the time of grant.

When do Kevin G. Galligan’s Rapid7 (RPD) RSUs vest?

The RSUs vest in full on the earlier of Rapid7’s next annual meeting of stockholders after the grant date or the first anniversary of the grant. Vesting is conditioned on Kevin G. Galligan’s continued service with Rapid7 through the applicable vesting date.

Who ultimately receives the shares from Kevin G. Galligan’s Rapid7 (RPD) RSU grant?

All rights to any shares issued from this RSU grant have been assigned to JANA Partners Management, LP. Upon vesting and settlement, Rapid7 will deliver the underlying common shares to JANA rather than directly to Kevin G. Galligan.

What is the transaction price for the Rapid7 (RPD) RSU grant in the Form 4?

The Form 4 lists a transaction price per share of $0.0000 for the RSU grant. This reflects that the restricted stock units were granted as equity compensation rather than purchased in an open-market or cash transaction.

Is this Rapid7 (RPD) Form 4 a buy or sell transaction?

This Form 4 reflects an acquisition of 15,208 restricted stock units as a grant or award, coded as an “A” transaction. It is compensation-related, not an open-market buy or sell of existing Rapid7 common shares.