Rapid7 grants CEO major RSU and PSU awards

MOHAMED WAEL reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

MOHAMED WAEL reported acquisition or exercise transactions in this Form 4 filing.

Rapid7, Inc. reported that Chief Executive Officer Wael Mohamed received large equity awards as compensation. He was granted 841,515 restricted stock units, increasing his direct common stock holdings to 857,315 shares. These RSUs vest over three years, with 33% vesting on June 15, 2027 and 8.33% vesting quarterly thereafter, subject to continued service.

Mohamed also received 2,125,000 performance stock units, each tied to one share of common stock. These PSUs may vest over a three-year performance period if Rapid7’s stock reaches specified price thresholds, with actual vesting ranging from 0% to 150% of the target amount, assuming continued employment except for certain good leaver events.

Insights

Equity compensation and governance analyst

Rapid7 granted its new CEO a sizable RSU and PSU package tied to tenure and stock performance.

The filing shows Wael Mohamed, Rapid7’s CEO, receiving 841,515 restricted stock units and 2,125,000 performance stock units as part of his leadership package. The RSUs vest over three years, while the PSUs depend on achieving stock price thresholds over a three-year performance period.

Because these are compensation grants at $0 per unit, they are not open-market purchases or sales and do not reflect discretionary trading views. The PSU structure links potential gains to Rapid7’s share price performance, with payout between 0% and 150% of target based on outcomes.

Future company filings describing progress through the three-year performance period and any PSU vesting results will further clarify how much of this target award ultimately converts into common shares for the CEO.

Insider Trade Summary

Grant/Award: 2,966,515 shares

Grant/Award 2 txns

Insider MOHAMED WAEL

Role CEO

Type	Security	Shares	Price	Value
Grant/Award	PERFORMANCE RIGHTS	2,125,000	$0.00	$0.00
Grant/Award	COMMON STOCK	841,515	$0.00	$0.00

Holdings After Transaction: PERFORMANCE RIGHTS — 2,125,000 contracts (Direct); COMMON STOCK — 857,315 shares (Direct)

Footnotes (4)

1. F1. This security represents restricted stock units granted under the Issuer's 2015 Equity Incentive Plan, as amended, to the Reporting Person in connection with his appointment as Chief Executive Officer of the Issuer. Each restricted stock unit represents a contingent right to receive one share of common stock of the Issuer ("Common Stock").
2. F2. The restricted stock unit grant vests over three years with 33% of the shares underlying the restricted stock unit grant vesting on June 15, 2027, and 8.33% of the shares underlying the restricted stock unit grant vesting on the 15th day of each calendar quarter thereafter, subject to the Reporting Person's continued service with the Issuer.
3. F3. This security represents performance stock units ("PSUs") granted under the Issuer's 2015 Equity Incentive Plan, as amended, to the Reporting Person in connection with his appointment as Chief Executive Officer of the Issuer. Each PSU represents a contingent right to receive one share of Common Stock.
4. F4. 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

RSU grant size: 841,515 shares Common stock held after grant: 857,315 shares Performance stock units target: 2,125,000 PSUs +3 more

6 metrics

RSU grant size 841,515 shares Restricted stock units granted to CEO on June 15, 2026

Common stock held after grant 857,315 shares Direct common stock holdings following RSU grant

Performance stock units target 2,125,000 PSUs Target number of PSUs granted to CEO

PSU payout range 0%–150% of target Range of PSUs eligible to vest over performance period

Initial RSU vesting tranche 33% of shares Vests on June 15, 2027, subject to continued service

Subsequent RSU vesting rate 8.33% per quarter Quarterly vesting on 15th day of each calendar quarter

Key Terms

restricted stock units, performance stock units ("PSUs"), 2015 Equity Incentive Plan, performance period, +1 more

5 terms

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.

performance stock units ("PSUs") financial

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

2015 Equity Incentive Plan financial

"granted under the Issuer's 2015 Equity Incentive Plan, as amended, to the Reporting Person"

performance period financial

"over a three-year performance period, subject to the Reporting Person's continued employment"

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.

good leaver events financial

"continued employment through the end of the performance period (except for certain good leaver events)"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity awards did Rapid7 (RPD) CEO Wael Mohamed receive in this Form 4?

Wael Mohamed received large RSU and PSU grants from Rapid7. The filing reports 841,515 restricted stock units and 2,125,000 performance stock units, each representing a contingent right to one share of common stock, as part of his compensation upon becoming Chief Executive Officer.

How many restricted stock units were granted to the Rapid7 CEO and how do they vest?

The CEO was granted 841,515 restricted stock units at no cost. These RSUs vest over three years, with 33% of the underlying shares vesting on June 15, 2027, and 8.33% vesting on the 15th day of each calendar quarter thereafter, contingent on continued service.

What are the terms of the 2,125,000 performance stock units granted by Rapid7 (RPD)?

Rapid7 granted its CEO 2,125,000 performance stock units (PSUs). Each PSU is a contingent right to one share of common stock and is eligible to vest over a three-year performance period based on specified stock price thresholds, with actual vesting from 0% to 150% of target.

Did the Rapid7 CEO buy or sell shares in the open market in this Form 4?

No open-market purchases or sales were reported in this Form 4. The transactions are coded as grants (code A), reflecting restricted stock units and performance stock units awarded at a price of $0.00 per unit under Rapid7’s 2015 Equity Incentive Plan.

How many Rapid7 common shares does CEO Wael Mohamed hold after these grants?

After the RSU grant, the CEO holds 857,315 common shares directly. This total reflects the non-derivative common stock position following the 841,515 restricted stock units reported as granted in the filing, separate from the 2,125,000 performance stock units awarded.

Under what plan were the Rapid7 CEO’s RSUs and PSUs granted?

The CEO’s equity awards were granted under Rapid7’s 2015 Equity Incentive Plan. Both the 841,515 restricted stock units and the 2,125,000 performance stock units are issued pursuant to the 2015 Equity Incentive Plan, as amended, in connection with his appointment as Chief Executive Officer.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/16/2026 - 04:18 PM EDT Learn about SEC filing dates

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^*

MOHAMED WAEL

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026

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
COMMON STOCK(1)	06/15/2026		A		841,515(2)	A	$0	857,315	D

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	(3)	06/15/2026		A		2,125,000		(4)	(4)	COMMON STOCK	2,125,000	$0	2,125,000	D

Explanation of Responses:

1. This security represents restricted stock units granted under the Issuer's 2015 Equity Incentive Plan, as amended, to the Reporting Person in connection with his appointment as Chief Executive Officer of the Issuer. Each restricted stock unit represents a contingent right to receive one share of common stock of the Issuer ("Common Stock").

2. The restricted stock unit grant vests over three years with 33% of the shares underlying the restricted stock unit grant vesting on June 15, 2027, and 8.33% of the shares underlying the restricted stock unit grant vesting on the 15th day of each calendar quarter thereafter, subject to the Reporting Person's continued service with the Issuer.

3. This security represents performance stock units ("PSUs") granted under the Issuer's 2015 Equity Incentive Plan, as amended, to the Reporting Person in connection with his appointment as Chief Executive Officer of the Issuer. Each PSU represents a contingent right to receive one share of Common Stock.

4. 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.

Remarks:

	/s/ Christopher Keenan, Attorney-in-Fact	06/16/2026
	** 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).
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* Form 4: SEC 1474 (03-26)