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JANA Partners (RPD) assigned 15,208 Rapid7 RSUs from board grant

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

Rhea-AI Filing Summary

JANA Partners Management, LP reported an internal restructuring transaction involving 15,208 restricted stock units of Rapid7 common stock with no cash price. The RSUs were granted to partner Kevin G. Galligan for his service on Rapid7’s board and fully assigned to JANA. After this grant, entities managed by JANA report indirect beneficial ownership of 6,775,357 Rapid7 shares, subject to their pecuniary interest.

Positive

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Negative

  • None.
Insider JANA Partners Management, LP
Role null
Type Security Shares Price Value
Other Common Stock, par value $0.01 per share 15,208 $0.00 --
Holdings After Transaction: Common Stock, par value $0.01 per share — 6,775,357 shares (Indirect, See footnotes)
Footnotes (1)
  1. This security represents restricted stock units granted under the Issuer's 2015 Equity Incentive Plan, as amended, as a grant to Kevin G. Galligan ("Mr. Galligan"), a Partner of JANA Partners Management, LP ("JANA" or 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 Mr. Galligan's continued service with the Issuer through the applicable vesting date. Mr. Galligan has assigned all rights to any shares issuable pursuant to the grant to the Reporting Person. Pursuant to the assignment, settlement of the award on vesting will be made to the Reporting Person. JANA is a private money management firm which beneficially owns the securities reported herein through various accounts under its management and control. JANA Partners Management GP, LLC (the "GP") is the general partner of JANA. Barry Rosenstein is the Founder of the GP and JANA. Barry Rosenstein, JANA, and the GP disclaim any beneficial ownership of any of the Issuer's securities reported herein except to the extent of their pecuniary interest therein, if any.
RSUs granted 15,208 units Restricted stock units linked to Rapid7 common stock
Price per RSU $0.0000 per share Reported transaction price for the RSU grant
Shares after transaction 6,775,357 shares Indirect Rapid7 common shares following the transaction
Ownership type Indirect JANA beneficially owns through various managed accounts
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"
beneficially owns financial
"JANA is a private money management firm which beneficially owns the securities reported herein"
Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.
pecuniary interest financial
"disclaim any beneficial ownership of any of the Issuer's securities reported herein except to the extent of their pecuniary interest therein"
indirect financial
"total_shares_following_transaction ... direct_or_indirect: "I" ... ownership_type: "indirect""
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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*
JANA Partners Management, LP
(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)
DirectorX10% 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)06/09/2026J15,208A$06,775,357ISee footnotes(3)(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. This security represents restricted stock units granted under the Issuer's 2015 Equity Incentive Plan, as amended, as a grant to Kevin G. Galligan ("Mr. Galligan"), a Partner of JANA Partners Management, LP ("JANA" or 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 Mr. Galligan's continued service with the Issuer through the applicable vesting date.
3. Mr. Galligan has assigned all rights to any shares issuable pursuant to the grant to the Reporting Person. Pursuant to the assignment, settlement of the award on vesting will be made to the Reporting Person.
4. JANA is a private money management firm which beneficially owns the securities reported herein through various accounts under its management and control. JANA Partners Management GP, LLC (the "GP") is the general partner of JANA. Barry Rosenstein is the Founder of the GP and JANA. Barry Rosenstein, JANA, and the GP disclaim any beneficial ownership of any of the Issuer's securities reported herein except to the extent of their pecuniary interest therein, if any.
Remarks:
Based on the current structure of JANA, JANA will no longer file as a director-by-deputization for purposes of Section 16 under the Securities Exchange Act of 1934.
/s/ JANA Partners Management, LP, by Jennifer Fanjiang, Partner, Chief Legal Officer and Chief Compliance Officer06/10/2026
** 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 JANA Partners report in Rapid7 (RPD) shares?

JANA Partners reported an internal restructuring transaction involving 15,208 restricted stock units of Rapid7 common stock. The units were granted to partner Kevin G. Galligan for board service and fully assigned to JANA as the beneficiary.

How many Rapid7 (RPD) shares does JANA Partners report owning after this Form 4?

After the reported transaction, JANA Partners reports indirect beneficial ownership of 6,775,357 Rapid7 common shares. This ownership is through various managed accounts and is disclaimed except to the extent of JANA’s pecuniary interest in those securities.

Was the JANA Partners Rapid7 (RPD) Form 4 a buy or sell of shares?

The Form 4 did not report a traditional buy or sell of Rapid7 shares. It recorded an “other” transaction type, reflecting an RSU grant and assignment rather than an open-market purchase or sale of the company’s common stock.

Who received the Rapid7 (RPD) restricted stock units reported by JANA Partners?

The 15,208 restricted stock units were granted to Kevin G. Galligan, a partner at JANA Partners, for his service on Rapid7’s board. Mr. Galligan assigned all rights in the award to JANA, so settlement on vesting will be made to JANA.

When do the Rapid7 (RPD) restricted stock units granted in this Form 4 vest?

The RSU grant vests in full on the earlier of Rapid7’s next annual shareholder meeting after the grant date or the first anniversary of the grant date, provided Kevin G. Galligan continues his service with Rapid7 through the applicable vesting date.

What is the exercise or purchase price of the Rapid7 (RPD) RSUs reported by JANA Partners?

The 15,208 restricted stock units have a reported price per share of 0.0000, meaning no cash exercise price is required. Upon vesting, each unit entitles JANA to receive one Rapid7 common share under the equity incentive plan.