Form 4: JANA Partners Acquires 772K Rapid7 (RPD) Shares Aug 11-13, 2025

Rhea-AI Filing Summary

JANA Partners Management, LP filed a Form 4 reporting purchases of Rapid7, Inc. (RPD) common stock on 08/11/2025, 08/12/2025 and 08/13/2025. The purchases were 358,738 shares at a weighted average $18.23, 163,456 shares at $20.07, and 250,000 shares at $21.26, respectively. After these transactions the reporting person states indirect beneficial ownership of 6,518,604 shares, held through accounts managed by JANA. The filing notes the reported prices are weighted averages with stated price ranges and offers to provide per-price purchase details on request.

The filing discloses that JANA Partners Management GP, LLC is the general partner and that Barry Rosenstein and the GP disclaim beneficial ownership except to the extent of any pecuniary interest. The Form 4 was signed by Jennifer Fanjiang on behalf of JANA Partners Management, LP. The document does not state percent-of-class or total shares outstanding.

Positive

• Three-day accumulation: Purchases totaling 772,194 shares executed 08/11/2025–08/13/2025.
• Increased beneficial holdings: Reported indirect ownership rose to 6,518,604 shares after the 08/13/2025 transaction.
• Price transparency: Filing provides weighted average prices and disclosed price ranges and offers to supply per-price purchase details on request.

Negative

• No percent-of-class disclosed: The Form 4 does not state the purchaser's stake as a percentage of outstanding shares.
• Ambiguous deputization remark: The filing's statement that the reporting person "may be deemed to be a director by deputization" is unclear and lacks supporting detail.

Insights

Securities Analyst

TL;DR: Institutional accumulation over three days increases JANA's indirect holdings to 6.52M RPD shares, disclosed via Form 4 purchases.

The filing documents three non-derivative purchases totaling 772,194 shares between 08/11/2025 and 08/13/2025 at weighted average prices of $18.23, $20.07, and $21.26. The incremental beneficial ownership figures reported after each trade are 6,105,148, 6,268,604, and 6,518,604 shares respectively, all reported as indirect ownership through JANA-managed accounts. The disclosure includes weighted price ranges and an undertaking to provide per-price breakdowns, which improves transparency about execution prices.

Corporate Governance Expert

TL;DR: Filing shows indirect beneficial ownership with standard GP/partner disclaimers; an ambiguous deputization remark may create uncertainty about director status.

The Form 4 identifies JANA Partners Management, LP as the reporting person and references the GP and founder with disclaimers of beneficial ownership except for pecuniary interest. The filing contains a remark stating the reporting person "may be deemed to be a director by deputization," which is not clearly explained in the document and could cause ambiguity about the reporter's official role under Section 16. The form is signed by a partner and compliance officer, and it does not disclose percent-of-class ownership or other contextual governance details.

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

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2025

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")	08/11/2025		P		358,738	A	$18.23(2)(5)	6,105,148	I	See footnote(1)
Common Stock	08/12/2025		P		163,456	A	$20.07(3)(5)	6,268,604	I	See footnote(1)
Common Stock	08/13/2025		P		250,000	A	$21.26(4)(5)	6,518,604	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 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.

2. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $18.16 to 18.61, inclusive.

3. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $19.99 to 20.10, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $21.16 to 21.32, inclusive.

5. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth herein.

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.

	s/ JANA Partners Management, LP, by Jennifer Fanjiang, Partner, Chief Legal Officer and Chief Compliance Officer	08/13/2025
	** 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

Who filed the Form 4 for Rapid7 (RPD)?

JANA Partners Management, LP filed the Form 4, signed by Jennifer Fanjiang on behalf of JANA Partners Management, LP (signature dated 08/13/2025).

What were the transaction dates and share counts reported?

08/11/2025: 358,738 shares at a weighted average $18.23; 08/12/2025: 163,456 shares at $20.07; 08/13/2025: 250,000 shares at $21.26.

What is JANA's beneficial ownership after the reported transactions?

Following the 08/13/2025 transaction the filing reports 6,518,604 shares beneficially owned, held indirectly.

Are the reported holdings direct or indirect?

The holdings are reported as indirect (I), held through various accounts managed by JANA Partners.

Does the Form 4 disclose the purchaser's ownership as a percentage of outstanding shares?

No. The filing does not state percent-of-class or total shares outstanding.