[Form 4] Rapid7, Inc. Insider Trading Activity

Rhea-AI Filing Summary

JANA Partners Management, LP, a more than 10% owner of Rapid7, Inc. (RPD), reported open-market purchases of the company’s common stock on a Form 4. On 11/24/2025, JANA bought 150,000 Rapid7 shares at $14.13 per share. On 11/25/2025, it purchased an additional 50,000 shares at $15.01 per share. Following these transactions, JANA is shown as beneficially owning 6,718,604 Rapid7 shares, held indirectly through accounts under its management and control.

The filing notes that JANA may be deemed a director by deputization under securities laws because Kevin Galligan, a partner of JANA, serves on Rapid7’s board of directors.

Insights

Equity Ownership and Governance Analyst

Large private fund, already a 10% owner with board representation, makes additional open‑market purchases, increasing economic alignment with other shareholders.

The filing shows **JANA Partners Management, LP** buying **150,000** and **50,000** shares of **Rapid7, Inc. Common Stock** on 11/24/2025 and 11/25/2025 at prices of $14.13 and $15.01. After these transactions, JANA reports **6,718,604** shares held on an **indirect** basis through managed accounts. JANA is identified as both a **10% Owner** and as potentially a **director by deputization**, because one of its partners, Kevin Galligan, serves on the issuer’s board.

These are **open‑market purchases** (transaction code "P"), which typically reflect a decision to commit additional capital rather than receiving stock via grants or options. The reporting persons explicitly **disclaim beneficial ownership beyond their pecuniary interest**, which is standard language for investment managers that hold client accounts. The combination of a more than 10% position and board representation indicates a significant governance role and close oversight of the issuer.

The concrete items to watch from this disclosure are the **reported beneficial ownership level of 6,718,604 shares** and the ongoing status as both **10% owner** and **director by deputization** as long as Kevin Galligan remains on the board. Any future Forms 4 reflecting further purchases, sales, or changes in board representation would help clarify how this relationship evolves over time.

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^*

JANA Partners Management, LP

(Last) (First) (Middle)

888 SEVENTH AVENUE

24TH FLOOR

(Street)

NEW YORK NY 10106

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Rapid7, Inc. [ RPD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
11/24/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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
Common Stock, par value $0.01 per share ("Common Stock")	11/24/2025		P		150,000	A	$14.13	6,668,604	I	See footnote(1)
Common Stock	11/25/2025		P		50,000	A	$15.01	6,718,604	I	See footnote(1)

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

Explanation of Responses:

1. JANA Partners Management, LP ("JANA" or the "Reporting Person") 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:

The Reporting Person may be deemed to be a director by deputization for purposes of Section 16 under the Securities Exchange Act of 1934 by virtue of the fact that Kevin Galligan, a Partner of the Reporting Person, currently serves on the board of directors of the Issuer.

	/s/ JANA Partners Management, LP, by Jennifer Fanjiang, Partner, Chief Legal Officer and Chief Compliance Officer	11/25/2025
	** 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.

FAQ

What did JANA Partners Management, LP report in this Rapid7 (RPD) Form 4?

JANA Partners Management, LP reported open-market purchases of Rapid7, Inc. common stock, disclosing two transactions and its updated indirect beneficial ownership.

How many Rapid7 (RPD) shares did JANA buy and at what prices?

JANA bought 150,000 Rapid7 shares at $14.13 per share on 11/24/2025 and 50,000 shares at $15.01 per share on 11/25/2025.

What is JANA’s total beneficial ownership in Rapid7 after these trades?

After the reported transactions, JANA is shown as indirectly beneficially owning 6,718,604 shares of Rapid7 common stock through accounts it manages and controls.

What is JANA Partners Management, LP’s relationship to Rapid7 (RPD)?

The filing identifies JANA as a director (by deputization) and a more than 10% owner of Rapid7’s common stock.

Why may JANA be deemed a director of Rapid7 by deputization?

JANA may be deemed a director by deputization because Kevin Galligan, a partner of JANA, currently serves on Rapid7’s board of directors.

Who signed the Form 4 for JANA’s Rapid7 (RPD) transactions and when?

The Form 4 was signed by JANA Partners Management, LP, via Jennifer Fanjiang, Partner, Chief Legal Officer and Chief Compliance Officer, dated 11/25/2025.