Rapid7 (RPD) CAO has shares withheld to cover RSU tax liability

Rhea-AI Filing Summary

Rapid7, Inc. Chief Accounting Officer Scott M. Murphy reported a Form 4 transaction reflecting a tax-withholding disposition of company stock. On the reported date, 673 shares of common stock were withheld by Rapid7 at a price of $7.18 per share to cover his tax obligations upon the vesting of restricted stock units that were granted on February 14, 2025. After this withholding, Murphy directly holds 22,639 shares of Rapid7 common stock. This event reflects administrative share withholding rather than an open-market sale.

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^*

Murphy Scott M

(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)

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

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		F(1)		673	D	$7.18	22,639	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

Explanation of Responses:

1. Represents shares withheld by the Issuer to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units granted to the Reporting Person on February 14, 2025.

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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transaction did Rapid7 (RPD) report for Scott M. Murphy?

Rapid7 reported that Chief Accounting Officer Scott M. Murphy had 673 shares of common stock withheld to satisfy tax obligations. These shares related to the vesting of restricted stock units granted on February 14, 2025, and were not sold in the open market.

How many Rapid7 (RPD) shares were disposed of in this Form 4 filing?

The Form 4 shows a disposition of 673 Rapid7 common shares through tax withholding. The issuer withheld these shares to cover Scott M. Murphy’s tax liability arising from restricted stock unit vesting, rather than through an exchange or open-market transaction.

At what price were the withheld Rapid7 (RPD) shares valued in the Form 4?

The withheld Rapid7 shares were valued at $7.18 per share in the Form 4. This price is used to calculate the value of the 673 shares withheld to satisfy Chief Accounting Officer Scott M. Murphy’s tax obligation on restricted stock unit vesting.

How many Rapid7 (RPD) shares does Scott M. Murphy hold after this transaction?

After the tax-withholding disposition, Scott M. Murphy directly holds 22,639 Rapid7 common shares. This figure reflects his remaining direct ownership following the withholding of 673 shares to cover taxes linked to the vesting of previously granted restricted stock units.

Was the Rapid7 (RPD) insider transaction an open-market sale of shares?

No, the transaction was not an open-market sale. The 673 shares were withheld by Rapid7 to satisfy Scott M. Murphy’s tax withholding obligation when restricted stock units vested, as described in the footnote, rather than being sold to third-party buyers.

What is the nature of ownership reported for Scott M. Murphy’s Rapid7 (RPD) shares?

The Form 4 lists Scott M. Murphy’s ownership as direct. After the tax-withholding disposition of 673 shares, he directly owns 22,639 shares of Rapid7 common stock, according to the post-transaction ownership figure disclosed in the filing.