Rapid7 SEC Filings

Rapid7, Inc. CEO Corey E. Thomas reported a routine tax-related share disposition. On May 15, 2026, 5,357 shares of common stock were withheld by the company at $6.50 per share to satisfy his tax withholding obligation upon the vesting of restricted stock units granted on February 15, 2024 and February 14, 2025. This was not an open-market sale.

After this withholding, Thomas held 651,000 shares directly. He also had indirect interests in 30,000 shares held by a family trust and 218,748 shares held by Thomas Family Holdings LLC, for which he disclaims beneficial ownership except for any pecuniary interest. The filing notes these direct holdings include 1,273 shares acquired under Rapid7’s 2015 Employee Stock Purchase Plan on March 13, 2026.

Rapid7 reported essentially flat results for the quarter ended March 31, 2026. Total revenue was $209.7 million, down slightly from $210.3 million a year earlier, with product subscriptions contributing $204.0 million and professional services $5.6 million. Gross margin narrowed to 69.1% from 71.7% as cost of revenue grew faster than sales. Net income was $1.1 million, compared with $2.1 million, while diluted earnings per share held at $0.02. Operating cash flow improved to $39.8 million, lifting cash and cash equivalents to $343.3 million.

The company completed the $25.5 million acquisition of Kenzo Security, adding AI-driven investigation technology and $18.1 million of goodwill. Rapid7 continues to carry $600.0 million of 0.25% convertible notes due 2027 and $300.0 million of 1.25% notes due 2029, with total liabilities of $1.54 billion against total assets of $1.72 billion.

Rapid7, Inc. reported first quarter 2026 results and issued guidance for 2026. Total revenue was $209.7 million, down 0.3% year-over-year, with product subscriptions revenue of $204.0 million, up slightly. Annualized recurring revenue was $832 million, a 0.6% decline.

GAAP loss from operations was $0.6 million, while non-GAAP income from operations was $24.4 million. GAAP net income was $1.1 million, or $0.02 per diluted share, and non-GAAP net income was $26.6 million, or $0.36 per diluted share. Free cash flow was $33.4 million and cash, cash equivalents and government securities totaled $670 million as of March 31, 2026.

For the second quarter 2026, Rapid7 expects revenue of $207–$209 million and non-GAAP income from operations of $24–$26 million. For full-year 2026, it guides to revenue of $836–$842 million, non-GAAP diluted EPS of $1.52–$1.60 and free cash flow of $125–$135 million.

Rapid7 Inc ownership disclosure: Vanguard Portfolio Management filed an amendment reporting beneficial ownership of 5,480,850 shares of Rapid7 common stock, equal to 8.31% of the class. The filing shows sole voting power over 316,278 shares and sole dispositive power over 5,480,850 shares. The report is signed by Ashley Grim on 04/29/2026.

Rapid7, Inc. Chief Accounting Officer Scott M. Murphy reported two equity transactions. On February 17, 2026, he acquired 20,000 shares of common stock through a grant of restricted stock units under the company’s 2015 Equity Incentive Plan, at a stated price of $0.00 per share.

The footnotes state each restricted stock unit represents a contingent right to receive one share of common stock, vesting in twelve quarterly installments beginning May 15, 2026, subject to continued service. On April 22, 2026, he made an open-market sale of 827 shares of common stock at $6.35 per share, leaving him with 40,201 shares of common stock directly owned after the sale. The RSU grant was reported late due to an inadvertent administrative error.

Morgan Stanley Smith Barney LLC submitted a Rule 144 notice indicating 827 shares of Common stock comprised of Restricted Stock Units are to be sold on 04/15/2026. The filing also records a prior 10b5-1 sale of 1,267 shares on 02/23/2026 attributed to Scott Murphy.

Rapid7, Inc. is asking stockholders to vote at its 2026 virtual Annual Meeting on June 9, 2026 at 11:30 a.m. Eastern Time. The meeting will be held online at www.virtualshareholdermeeting.com/RPD2026, where stockholders can attend, submit questions and vote using a 16-digit control number.

Stockholders are being asked to elect eleven directors to one-year terms, ratify KPMG LLP as independent registered public accounting firm for the year ending December 31, 2026, and approve on an advisory basis the compensation of named executive officers. Only holders of Rapid7 common stock as of April 15, 2026, when 66,772,182 shares were outstanding and entitled to vote, may participate.

The proxy describes detailed voting procedures, including internet, telephone, mail and live meeting options, and explains how broker non-votes and abstentions affect each proposal. It also outlines board structure, committee responsibilities, and independence determinations, noting that a majority of directors and all key committee members are independent under Nasdaq rules.

Rapid7 highlights 2025 performance, including annualized recurring revenue of $840 million, total revenue of $860 million, non-GAAP income from operations of $135.7 million and free cash flow of $130.1 million. Executive pay is described as heavily performance-based, using annual bonuses tied to ARR and non-GAAP operating income and long-term equity awards combining time-based and performance-based restricted stock units.

Rapid7, Inc. Chief Accounting Officer Scott M. Murphy had 344 shares of common stock withheld by the company to cover taxes on vesting restricted stock units. The shares were valued at $5.76 per share for this tax-withholding disposition. After this routine compensation-related event, Murphy directly holds 21,028 shares of Rapid7 common stock. This was not an open-market purchase or sale, but an automatic withholding tied to equity compensation.