Rapid7 (RPD) CEO awarded 1.125M performance stock units tied to share price

Rhea-AI Filing Summary

Rapid7, Inc. reported that CEO Thomas Corey E. acquired a grant of performance stock units (PSUs) tied to the company’s share price. The award covers 1,125,000 target PSUs, each representing a contingent right to receive one share of Rapid7 common stock.

The PSUs may vest over a three-year performance period if Rapid7’s stock reaches specified price thresholds and the CEO remains employed through the end of that period, subject to certain good leaver exceptions. The actual number of PSUs that can vest ranges from 0% to 150% of the target amount, aligning potential payout with future stock performance.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Thomas Corey E.

Role CEO

Type	Security	Shares	Price	Value
Grant/Award	PERFORMANCE RIGHTS	1,125,000	$0.00	--

Holdings After Transaction: PERFORMANCE RIGHTS — 1,125,000 shares (Direct)

Footnotes (1)

1. This security represents performance stock units ("PSUs") granted under the Issuer's 2015 Equity Incentive Plan, as amended, to the Reporting Person. Each PSU represents a contingent right to receive one share of common stock of the Issuer ("Common Stock"). 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

PSU grant size: 1,125,000 PSUs Payout range: 0%–150% of target PSUs Performance period: Three years +1 more

4 metrics

PSU grant size 1,125,000 PSUs Target performance stock units granted to CEO

Payout range 0%–150% of target PSUs Actual vesting relative to 1,125,000 target units

Performance period Three years Stock price performance measurement period for PSU vesting

Shares underlying PSUs 1,125,000 shares Each PSU represents one share of Rapid7 common stock

Key Terms

performance stock units, 2015 Equity Incentive Plan, three-year performance period, good leaver events, +1 more

5 terms

performance stock units financial

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

Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.

2015 Equity Incentive Plan financial

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

three-year performance period financial

"The PSUs are eligible to vest upon the Issuer's Common Stock attaining specified stock price thresholds over a three-year performance period"

good leaver events financial

"subject to the Reporting Person's continued employment through the end of the performance period (except for certain good leaver events)"

contingent right financial

"Each PSU represents a contingent right to receive one share of common stock of the Issuer"

Form 4 Insider Transactions: What Each Field Means →

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^*

Thomas Corey E.

(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)
03/31/2026

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

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	(1)	03/31/2026		A		1,125,000		(2)	(2)	Common Stock	1,125,000	$0	1,125,000	D

Explanation of Responses:

1. This security represents performance stock units ("PSUs") granted under the Issuer's 2015 Equity Incentive Plan, as amended, to the Reporting Person. Each PSU represents a contingent right to receive one share of common stock of the Issuer ("Common Stock").

2. 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.

	/s/ Peter Kaes, Attorney-in-Fact	04/01/2026
	** 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).
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)

FAQ

What insider transaction did Rapid7 (RPD) disclose for its CEO?

Rapid7 disclosed that CEO Thomas Corey E. received a grant of 1,125,000 performance stock units (PSUs). Each PSU represents a contingent right to one share of common stock, aligning compensation with future Rapid7 share price performance over a multi-year period.

How many performance stock units did the Rapid7 (RPD) CEO receive?

The CEO received 1,125,000 target performance stock units (PSUs). This target amount can ultimately pay out between 0% and 150% of target, depending on Rapid7’s stock price performance during the three-year measurement period and the CEO’s continued employment.

What conditions determine vesting of the Rapid7 (RPD) CEO’s PSUs?

The PSUs vest based on Rapid7’s common stock reaching specified stock price thresholds over a three-year performance period. Vesting also requires the CEO’s continued employment through the end of that period, with exceptions for certain defined good leaver events.

What is the potential payout range for the Rapid7 (RPD) CEO’s PSU grant?

The actual number of PSUs that may vest ranges from 0% to 150% of the 1,125,000 target units. This structure allows the award to pay nothing if performance thresholds are missed or increase above target if Rapid7’s stock price outperforms defined goals.

Under which plan were the Rapid7 (RPD) CEO’s PSUs granted?

The performance stock units were granted under Rapid7’s 2015 Equity Incentive Plan, as amended. This plan provides the framework for equity-based compensation, including PSUs that link executive rewards to stock performance and long-term shareholder value creation.