Rapid7 (RPD) CEO Corey Thomas earns 64,667 PSUs and withholds shares for taxes

Rhea-AI Filing Summary

Rapid7, Inc. CEO Corey E. Thomas reported equity award activity and related tax withholding in company stock. He acquired 64,667 shares of common stock at $0.0000 per share through the earning of performance-based restricted stock units after performance conditions were certified on February 15, 2026. These earned PSUs will vest in three equal installments on February 15, 2026, February 15, 2027 and February 15, 2028, subject to his continued service. On the same date, 22,328 shares of common stock at $7.18 per share were disposed of to cover tax withholding obligations tied to previously granted restricted stock units and PSUs. After these transactions, he directly owned 655,084 shares, with additional indirect holdings reported through Thomas Family Holdings LLC and an irrevocable trust.

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

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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^*

Thomas Corey E.

(Last) (First) (Middle)

C/O RAPID7, INC.

120 CAUSEWAY STREET

(Street)

BOSTON MA 02114

(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
X	Officer (give title below)		Other (specify below)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2026

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	02/15/2026		A(1)		64,667	A	$0	677,412	D
COMMON STOCK	02/15/2026		F(2)		22,328	D	$7.18	655,084	D
COMMON STOCK								218,748	I	By Thomas Family Holdings LLC(3)
COMMON STOCK								30,000	I	By Trust(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents the number of units earned under a performance-based restricted stock unit award ("PSUs") based on the Issuer's satisfaction of certain performance criteria of the award. In light of the performance-based conditions of the award, the award was not reportable under Section 16 until performance conditions were certified by the Compensation Committee as achieved (which occurred on February 15, 2026). The earned PSUs will vest in equal installments on each of February 15, 2026, February 15, 2027 and February 15, 2028, subject to the Reporting Person's continued service with the Issuer. Each PSU represents a contingent right to receive one share of common stock of the Issuer.

2. Represents shares withheld by the Issuer to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units and PSUs granted to the Reporting Person on February 2, 2021, February 15, 2022, February 15, 2023, February 15, 2024 and February 14, 2025.

3. Represents shares held by the Thomas Family Holdings LLC ("LLC"). The Reporting Person is the manager of LLC and has the power to vote and dispose of the shares held by LLC. The Reporting Person disclaims beneficial ownership of the shares owned by LLC except to the extent of his pecuniary interest therein.

4. Represents shares held by the Corey E. Thomas Irrevocable Trust of 2016, which is administrated by an independent trustee, and is for the benefit of the Reporting Person's immediate and other family members. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

Remarks:

	/s/ Peter Kaes, Attorney-in-Fact	02/18/2026
	** 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).
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FAQ

What equity award did Rapid7 (RPD) CEO Corey Thomas report on February 15, 2026?

Corey Thomas reported earning 64,667 performance-based restricted stock units, each representing one share of Rapid7 common stock. The award became reportable once performance conditions were certified achieved and will vest in three equal annual installments starting February 15, 2026.

How will Corey Thomas’s new Rapid7 (RPD) PSUs vest over time?

The 64,667 performance-based restricted stock units will vest in three equal installments. Vesting dates are February 15, 2026, February 15, 2027, and February 15, 2028, and each installment remains subject to Corey Thomas’s continued service with Rapid7.

Why were 22,328 Rapid7 (RPD) shares disposed of at $7.18 by Corey Thomas?

22,328 Rapid7 shares at $7.18 per share were withheld to satisfy Corey Thomas’s tax withholding obligations. These obligations arose upon vesting of restricted stock units and PSUs granted on several dates between February 2021 and February 2025.

How many Rapid7 (RPD) shares does Corey Thomas own directly after these transactions?

Following the reported equity award and tax-withholding disposition, Corey Thomas directly owned 655,084 shares of Rapid7 common stock. This figure reflects his direct holdings only and does not include separately reported indirect interests through an LLC or trust.

What indirect Rapid7 (RPD) holdings related to Corey Thomas are reported on this Form 4?

The filing reports 218,748 shares held by Thomas Family Holdings LLC and 30,000 shares held by the Corey E. Thomas Irrevocable Trust of 2016. Thomas disclaims beneficial ownership of these securities except to the extent of any pecuniary interest he may have.

What is the role of performance criteria in Corey Thomas’s Rapid7 (RPD) PSU award?

The 64,667 PSUs were earned only after Rapid7 satisfied specified performance criteria. The award was not reportable until the Compensation Committee certified those conditions as achieved on February 15, 2026, triggering the acquisition of common shares under the grant.