Rapid7 (RPD) CFO awarded 275,000 performance stock units tied to share price

Rhea-AI Filing Summary

Brown Rafeal E. reported acquisition or exercise transactions in this Form 4 filing.

Rapid7, Inc. reported that Chief Financial Officer Rafeal E. Brown received a grant of 275,000 performance stock units (PSUs) under the company’s 2015 Equity Incentive Plan. Each PSU represents a contingent right to receive one share of Rapid7 common stock.

The PSUs may vest over a three-year performance period if Rapid7’s stock price reaches specified thresholds and Mr. Brown remains employed through the end of that period, subject to certain good leaver events. The actual number of shares that may vest can range from 0% to 150% of the 275,000 target units.

Insights

Equity Compensation Analyst

CFO receives sizeable performance-based PSU grant tied to stock price over three years.

The grant of 275,000 performance stock units to Rapid7’s CFO is a compensation event rather than an open-market transaction. It aligns a large portion of his potential equity with the company’s future stock price performance over a defined three-year period.

Because vesting depends on achieving specified stock price thresholds and continued employment, the award is structured to incentivize long-term value creation. However, it does not reflect a buy or sell decision in the market, so its informational value for near-term trading sentiment is limited.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Brown Rafeal E.

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	PERFORMANCE RIGHTS	275,000	$0.00	--

Holdings After Transaction: PERFORMANCE RIGHTS — 275,000 shares (Direct)

Footnotes (1)

1. This security represents performance stock units ("PSUs") granted under the Issuer's 2015 Equity Incentive Plan, as amended, to the Reporting Person. Each PSU represents a contingent right to receive one share of common stock of the Issuer ("Common Stock"). The PSUs are eligible to vest upon the Issuer's Common Stock attaining specified stock price thresholds over a three-year performance period, subject to the Reporting Person's continued employment through the end of the performance period (except for certain good leaver events). The number of PSUs reflected is at the target number of PSUs, and the actual number of PSUs eligible to vest will range from 0% to 150% of the target number of PSUs.

Key Figures

PSU target grant: 275,000 units PSU payout range: 0%–150% of target Performance period: Three years +1 more

4 metrics

PSU target grant 275,000 units Performance stock units granted to CFO

PSU payout range 0%–150% of target Actual vesting range relative to 275,000 PSUs

Performance period Three years Stock price performance measurement timeframe for PSU vesting

Underlying common shares 275,000 shares Each PSU represents one share of common stock

Key Terms

performance stock units, 2015 Equity Incentive Plan, good leaver events, performance period

4 terms

performance stock units financial

"This security represents performance stock units ("PSUs") granted under the Issuer's 2015 Equity Incentive Plan"

Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.

2015 Equity Incentive Plan financial

"PSUs granted under the Issuer's 2015 Equity Incentive Plan, as amended"

good leaver events financial

"subject to the Reporting Person's continued employment through the end of the performance period (except for certain good leaver events)"

performance period financial

"specified stock price thresholds over a three-year performance period"

The performance period is the specific time span over which an investment’s results, an employee’s targets, or a fund’s returns are measured and judged. It matters to investors because the length and start/end of that window determine which gains or losses count toward performance fees, bonus payouts, or benchmark comparisons—much like timing a race decides who wins, the chosen period can change whether results look strong or weak.

Form 4 Insider Transactions: What Each Field Means →

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^*

Brown Rafeal 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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price

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
PERFORMANCE RIGHTS	(1)	03/31/2026		A		275,000		(2)	(2)	Common Stock	275,000	$0	275,000	D

Explanation of Responses:

1. This security represents performance stock units ("PSUs") granted under the Issuer's 2015 Equity Incentive Plan, as amended, to the Reporting Person. Each PSU represents a contingent right to receive one share of common stock of the Issuer ("Common Stock").

2. The PSUs are eligible to vest upon the Issuer's Common Stock attaining specified stock price thresholds over a three-year performance period, subject to the Reporting Person's continued employment through the end of the performance period (except for certain good leaver events). The number of PSUs reflected is at the target number of PSUs, and the actual number of PSUs eligible to vest will range from 0% to 150% of the target number of PSUs.

	/s/ Peter Kaes, Attorney-in-Fact	04/01/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Rapid7 (RPD) disclose about CFO Rafeal Brown’s new equity award?

Rapid7 disclosed that CFO Rafeal E. Brown received 275,000 performance stock units (PSUs) under its 2015 Equity Incentive Plan. Each PSU represents a contingent right to one share of common stock, subject to future vesting conditions based on stock price performance and employment.

How many Rapid7 (RPD) performance stock units were granted to the CFO?

The CFO was granted 275,000 performance stock units. This number is the target award, meaning the actual shares that may ultimately vest can range from 0% to 150% of that amount, depending on Rapid7’s future stock price performance and other vesting conditions.

What conditions determine vesting of the Rapid7 (RPD) PSUs granted to the CFO?

The PSUs are eligible to vest only if Rapid7’s common stock reaches specified price thresholds over a three-year performance period. Vesting also requires the CFO’s continued employment through the end of that period, subject to certain good leaver events that may modify this requirement.

Over what time frame can Rapid7 (RPD) CFO’s performance stock units vest?

The performance stock units can vest over a three-year performance period. During this time, Rapid7’s stock must meet defined price thresholds, and the CFO generally must remain employed through the end of the period, aside from specified good leaver circumstances described in the award terms.

What is the potential payout range for the Rapid7 (RPD) CFO’s PSU grant?

The actual number of PSUs eligible to vest can range from 0% to 150% of the 275,000 target units. This means the CFO could receive no shares, the full target, or up to one-and-a-half times the target, depending on Rapid7’s stock price performance over the three-year period.

Does the Rapid7 (RPD) Form 4 reflect any open-market stock purchases or sales by the CFO?

No, the Form 4 reflects a grant of performance stock units as compensation, not open-market buying or selling. The transaction is coded as an acquisition (A) of derivative securities, with no reported market purchases or sales of Rapid7 common stock in this filing.