JANA Discloses 6.52M Shares and 2.69M-Share Derivative Exposure in Rapid7

Rhea-AI Filing Summary

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.

Positive

• Beneficial ownership of 6,518,604 shares, representing a substantial 10.1% stake in Rapid7
• Aggregate purchase price of approximately $198 million, indicating significant committed capital
• Sole voting and dispositive power over the reported shares, giving JANA control over voting those shares

Negative

• Use of margin accounts to acquire and hold shares, with positions that may be pledged as collateral and an indeterminate amount of margin used
• 2,688,364 shares held via cash-settled swaps provide economic exposure but no voting rights and are disclaimed as beneficial ownership
• Filing does not quantify exact margin borrowings, limiting clarity on leverage and collateral risk associated with the position

Insights

Financial Analyst

TL;DR: JANA holds a material 10.1% economic and voting stake in Rapid7, funded with ~$198M and complemented by additional cash-settled exposure.

The filing discloses a significant concentrated position of 6,518,604 shares (10.1%) acquired for roughly $198 million. JANA reports sole voting and dispositive power over these shares, which is an important governance lever. The position was purchased using investment fund capital and margin accounts; the filing warns the amount of margin used is indeterminate and positions may be pledged as collateral. Separately, 2,688,364 cash-settled swaps give economic exposure without voting rights, and JANA expressly disclaims beneficial ownership of those Subject Shares. These items are material for shareholders assessing ownership concentration, potential activist influence, and funding structure.

Corporate Governance Expert

TL;DR: A >10% stake with sole voting power signals potential governance influence, while derivatives and margin use affect the extent and risk of that influence.

Holding over 10% of outstanding shares typically confers standing to engage with management and influence board-level decisions; here JANA also holds sole voting and dispositive power on the reported shares. The assignment of 1,176 RSUs to JANA via a director adds a small, direct alignment of interests. However, cash-settled swaps covering 2,688,364 shares are economic only and provide no voting control, and the existence of margin financing means some positions may be pledged as collateral, potentially affecting liquidity or enforceability of control in stressed scenarios. Overall, the disclosure is materially significant to governance analysis but also highlights limits to economic and voting reach.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

Rapid7, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

753422104

(CUSIP Number)

Ele Klein & Adriana Schwartz
McDermott Will & Schulte LLP, 919 Third Avenue
New York, NY, 10022
212-756-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/11/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 753422104

1

Name of reporting person

JANA PARTNERS MANAGEMENT, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 6,518,604.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 6,518,604.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

6,518,604.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

10.1 %

14

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.01 per share
(b)	Name of Issuer: Rapid7, Inc.
(c)	Address of Issuer's Principal Executive Offices: 120 CAUSEWAY STREET, BOSTON, MASSACHUSETTS , 02114.
Item 1 Comment: This Amendment No. 6 ("Amendment No. 6") amends the statement on Schedule 13D filed with the SEC on September 27, 2024 (as amended from time to time, the "Schedule 13D") with respect to the Shares of the Issuer. This Amendment No. 6 amends Items 3, 5, and 6 as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 6 have the meanings set forth in the Schedule 13D.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended and restated in its entirety as follows: The 6,518,604 Shares reported herein as beneficially owned by JANA were acquired at an aggregate purchase price of approximately $198 million. Such Shares were acquired with investment funds in accounts managed by JANA and margin borrowings described in the following sentence. Such Shares are held by the investment funds managed by JANA in commingled margin accounts, which may extend margin credit to JANA from time to time, subject to applicable federal margin regulations, stock exchange rules and credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account. The margin accounts bear interest at a rate based upon the broker's call rate from time to time in effect. Because other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Shares reported herein.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated in its entirety as follows: The aggregate percentage of Shares reported to be beneficially owned by the Reporting Person is based upon 64,745,948 Shares outstanding as of August 1, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025, filed with the SEC on August 8, 2025. As of the date hereof, JANA may be deemed to beneficially own 6,518,604 Shares, representing approximately 10.1% of the Shares outstanding. This includes 1,176 shares of restricted stock ("RSUs") granted to Kevin Galligan ("Mr. Galligan") on June 11, 2025 for his service on the Board. The RSUs vest in full on the earlier of: (i) the date of the Issuer's next annual meeting of stockholders held after the date of the grant or (ii) the first anniversary of the date of grant, in each case subject to Mr. Galligan's continued service with the Issuer through the applicable vesting date. Mr. Galligan has assigned all rights to any Shares issuable pursuant to the grant to the Reporting Person. Pursuant to the assignment, settlement of the award on vesting will be made to the Reporting Person.
(b)	Item 5(b) is hereby amended and restated in its entirety as follows: JANA has sole voting and dispositive power over 6,518,604 Shares, which power is exercised by the JANA Principal.
(c)	Item 5(c) is hereby amended and restated in its entirety as follows: Information concerning transactions in the Shares effected by the Reporting Person in the past sixty (60) days is set forth in Schedule A hereto and is incorporated herein by reference. All of the transactions in Shares listed herein were effected in the open market through various brokerage entities.
(d)	Item 5(d) is hereby amended and restated in its entirety as follows: No person (other than the Reporting Person) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The second paragraph of Item 6 of the Original Schedule 13D is hereby replaced by the following: The information disclosed in Item 5(a) is incorporated herein by reference. Certain accounts under JANA's management and control have entered into notional principal amount derivative agreements (the "Derivative Agreements") in the form of cash settled swaps with respect to an aggregate of 2,688,364 Shares (collectively representing economic exposure comparable to 4.2% of the Shares). The Derivative Agreements provide JANA with economic results that are comparable to the economic results of ownership but do not provide them with the power to vote or direct the voting or dispose of or direct the disposition of the Shares that are referenced in the Derivative Agreements (such Shares, the "Subject Shares"). JANA disclaims beneficial ownership in the Subject Shares. The counterparties to the Derivative Agreements are unaffiliated third party financial institutions.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

JANA PARTNERS MANAGEMENT, LP

Signature:	/s/ Jennifer Fanjiang
Name/Title:	Jennifer Fanjiang, Partner, Chief Legal Officer and Chief Compliance Officer
Date:	08/13/2025

FAQ

How many Rapid7 (RPD) shares does JANA Partners beneficially own?

JANA Partners beneficially owns 6,518,604 shares of Rapid7 common stock, representing approximately 10.1% of shares outstanding.

What was the aggregate purchase price JANA paid for its Rapid7 position?

The reported aggregate purchase price for the 6,518,604 shares is approximately $198 million.

Does JANA have voting control over the shares it reports?

Yes. The filing states JANA has sole voting and dispositive power over the reported 6,518,604 shares.

Does JANA have additional economic exposure to Rapid7 beyond the reported shares?

Yes. Certain JANA-managed accounts have cash-settled swaps giving economic exposure to 2,688,364 additional shares (about 4.2%), for which JANA disclaims beneficial ownership.

Were any equity awards assigned to JANA Partners?

Yes. 1,176 restricted stock units (RSUs) granted to a director were assigned to JANA and will settle to JANA upon vesting.