Rapid7 SEC Filings

Scott M. Murphy, Chief Accounting Officer of Rapid7, Inc. (RPD), reported the sale of 5,461 shares of Rapid7 common stock under a written plan on 08/19/2025 at a weighted average price of $21.29 per share. After the reported dispositions, the filing shows Mr. Murphy beneficially owns 28,962 shares directly. The Form 4 indicates the sale was made pursuant to a Rule 10b5-1 plan and that transactions occurred at prices ranging from $21.01 to $21.77.

Rapid7, Inc. (RPD) notice reports a proposed sale of 5,461 shares of common stock through Morgan Stanley Smith Barney LLC on 08/19/2025 on NASDAQ, with an aggregate market value of $117,193.06. The securities were acquired as Restricted Stock Units from the issuer on 04/15/2025 and payment/vesting is recorded on the same date. The filer reports 64,745,948 shares outstanding for the class and states there were no sales in the past three months. The form includes the standard representation that the seller is not aware of any undisclosed material adverse information and references Rule 10b5-1 plan disclosure if applicable.

Thomas Corey E., CEO and Director of Rapid7, Inc. (RPD), reported a transaction on 08/15/2025 where 12,969 shares of common stock were disposed at a price of $21.27 per share. The filing states these shares were withheld by the issuer to satisfy the reporting person’s tax withholding obligations upon the vesting of restricted stock units granted across 2021–2025.

The report shows the reporting person directly beneficially owns 593,337 shares and indirectly holds 218,748 shares through Thomas Family Holdings LLC plus 30,000 shares held by the Corey E. Thomas Irrevocable Trust of 2016. The filing includes standard disclaimers that the reporting person disclaims beneficial ownership of the LLC and trust holdings except to the extent of pecuniary interest.

Rapid7, Inc. (RPD) Form 4: Timothy M. Adams, the company's Chief Financial Officer, reported a transaction on 08/15/2025 in which 9,225 shares of Common Stock were disposed at a price of $21.27 per share. The filing explains these shares were withheld by the issuer to satisfy the reporting person’s tax withholding obligation upon the vesting of restricted stock units granted on January 3, 2022; February 15, 2023; February 15, 2024; and February 14, 2025. After the reported disposition, Mr. Adams beneficially owns 196,088 shares of Rapid7 common stock. The form was signed by Peter Kaes as attorney-in-fact on 08/19/2025.

Rapid7 Chief Accounting Officer Scott M. Murphy reported a transaction on 08/15/2025 in which 570 shares of Rapid7 common stock were disposed at a price of $21.27 per share. The filing explains these shares were withheld by the issuer to satisfy tax withholding upon the vesting of restricted stock units originally granted on February 14, 2025. Following the withholding, the reporting person beneficially owns 34,423 shares, held directly. The Form 4 was signed on behalf of the reporting person by an attorney-in-fact on 08/19/2025.

JANA Partners Management reports beneficial ownership of 6,518,604 shares of Rapid7 common stock, representing approximately 10.1% of 64,745,948 shares outstanding as reported by the issuer. The shares were acquired for an aggregate purchase price of approximately $198 million using investment funds and margin accounts; the filing states margin positions in commingled accounts may be pledged as collateral and the precise amount of margin used cannot be determined. JANA exercises sole voting and dispositive power over the reported shares. Certain JANA-managed accounts hold cash-settled swaps providing economic exposure to 2,688,364 additional shares (about 4.2%), for which JANA disclaims beneficial ownership. A grant of 1,176 RSUs to a director was assigned to JANA and will settle to JANA upon vesting.

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.

Rapid7’s Q2-25 10-Q shows modest revenue growth with improved bottom-line and liquidity. Revenue rose 3% YoY to $214.2 m, led by subscription sales (97% mix). Gross margin was steady at 70.5%, but operating expenses grew 4%, trimming operating income 33% to $3.5 m (1.6% margin). A lower other-expense line and tax rate lifted net income 27% to $8.3 m, or diluted EPS of $0.13.

• Six-month results: revenue $424.4 m (+2.8%), net income $10.4 m.
• Cash flow: operating cash flow +21% YoY to $77.3 m; cash balance $261.3 m after higher investment outlays.
• Capital structure: equity strengthened to $90.4 m from $17.7 m YE-24; remaining convertible debt $890.3 m (2027 & 2029 notes) after repaying $46 m 2025 notes.
• Liquidity: new undrawn $200 m revolver; $6 m letters of credit outstanding.
• Obligations: amended AWS contract adds $660 m minimum spend (-$125 m/yr through 2029).
• Contingencies: Israel Tax Authority assessment ≈$88 m; company contests.
• M&A: Noetic Cyber acquisition closed July 2024; $12.8 m earn-out liability recorded.