JANA gains Rapid7 (RPD) board nominee and path to 19.9% ownership

Rhea-AI Filing Summary

JANA Partners Management has updated its ownership disclosure for Rapid7, Inc. and detailed a new governance agreement. JANA reports beneficial ownership of 6,760,149 common shares, acquired for about $206 million, representing approximately 10.3% of the 65,893,112 shares outstanding as of February 13, 2026.

Under a Nomination and Support Agreement, Rapid7 agreed to include Kevin Galligan on its recommended slate for the 2026 annual meeting and to solicit proxies for his election. The agreement permits JANA to increase its beneficial ownership up to 19.9%, and the board has approved such acquisitions under relevant Delaware corporate law provisions.

Insights

Governance & activism analyst

JANA secures board representation at Rapid7 with ownership path to 19.9%.

The filing shows JANA Partners holding 6,760,149 Rapid7 shares, or about 10.3% of shares outstanding, bought for roughly $206 million. A Nomination and Support Agreement adds one JANA-backed director, Kevin Galligan, to the company’s recommended slate.

The agreement allows JANA to raise its beneficial stake to as much as 19.9%, with the board approving such acquisitions for purposes of specified Delaware General Corporation Law provisions. This combination of a sizable stake and board representation can influence strategic and capital allocation discussions, though specific initiatives are not described in the excerpt.

Key Figures

Beneficial ownership shares: 6,760,149 shares Beneficial ownership percentage: 10.3% Shares outstanding: 65,893,112 shares +4 more

7 metrics

Beneficial ownership shares 6,760,149 shares JANA’s beneficial ownership of Rapid7 common stock

Beneficial ownership percentage 10.3% Portion of Rapid7 shares outstanding held by JANA

Shares outstanding 65,893,112 shares Rapid7 shares outstanding as of February 13, 2026

Aggregate purchase price $206 million Cost of 6,760,149 Rapid7 shares acquired by JANA

Ownership cap under agreement 19.9% Maximum beneficial ownership Rapid7 permits JANA to acquire

April 2025 RSUs to Galligan 15,320 RSUs Restricted stock units for Rapid7 board service, assigned to JANA

June 2025 RSUs to Galligan 1,176 RSUs Additional Rapid7 RSUs for board service, assigned to JANA

Key Terms

Nomination and Support Agreement, restricted stock, margin accounts, beneficially owned, +2 more

6 terms

Nomination and Support Agreement regulatory

"On March 26, 2026, the Reporting Person entered into a Nomination and Support Agreement with the Issuer"

restricted stock financial

"This includes 15,320 shares of restricted stock ("RSUs") granted to Mr. Galligan"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

margin accounts financial

"Such Shares are held by the investment funds managed by JANA in commingled margin accounts"

A margin account is a brokerage account that lets an investor borrow money from the broker to buy more securities than they could with cash alone, using the securities in the account as security for the loan. Think of it like a mortgage for stock purchases: borrowing increases potential gains but also magnifies losses, can trigger a forced sale if the account falls below required limits, and carries interest costs—factors investors must manage carefully.

beneficially owned financial

"As of the date hereof, JANA may be deemed to beneficially own 6,760,149 Shares"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Delaware General Corporation Law regulatory

"the Board has approved any such acquisition for the purposes of certain provisions of the Delaware General Corporation Law"

A set of state laws that acts like a rulebook for how corporations are formed, governed, and dissolved in Delaware. It lays out legal duties for company leaders, protections and voting rights for shareholders, and rules for mergers and other big transactions, giving investors clearer expectations about how corporate decisions are made and disputes are resolved—similar to having standardized traffic laws for business behavior.

Schedule 13D regulatory

"This Amendment No. 7 ("Amendment No. 7") amends the statement on filed with the SEC on September 27, 2024"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)

Rapid7, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

753422104

(CUSIP Number)

Ele Klein & Brandon Gold
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)

03/26/2026

(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).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 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 6,760,149.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 6,760,149.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

6,760,149.00

12

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

13

Percent of class represented by amount in Row (11)

10.3 %

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. 7 ("Amendment No. 7") 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. 7 amends Items 3, 4, 5, 6 and 7 as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 7 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 6,760,149 Shares reported herein as beneficially owned by JANA were acquired at an aggregate purchase price of approximately $206 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 4.	Purpose of Transaction
	Item 4 is hereby amended and supplemented as follows: On March 26, 2026, the Reporting Person entered into a Nomination and Support Agreement with the Issuer (the "Nomination and Support Agreement"), pursuant to which, among other things, the Issuer agreed to nominate Kevin Galligan ("Mr. Galligan") to the Issuer's slate of recommended nominees standing for election at its 2026 annual meeting of stockholder and to solicit proxies in support of his election. Pursuant to the Nomination and Support Agreement, the Reporting Person is now permitted to acquire beneficial ownership of up to 19.9% of the Issuer's Shares, and the Board has approved any such acquisition for the purposes of certain provisions of the Delaware General Corporation Law. The summary of the Nomination and Support Agreement does not purport to be complete and the full text of the Nomination and Support Agreement is included as Exhibit 99.4 and is incorporated by reference 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 65,893,112 Shares outstanding as of February 13, 2026, as reported in the Issuer's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 19, 2026. As of the date hereof, JANA may be deemed to beneficially own 6,760,149 Shares, representing approximately 10.3% of the Shares outstanding. This includes 15,320 shares of restricted stock ("RSUs") granted to Mr. Galligan on April 22, 2025 (the "April 2025 RSUs"), and 1,176 RSUs granted to Mr. Galligan on June 11, 2025 (the "June 2025" RSUs"), for his service on the Board. The April 2025 RSUs vests in three substantially equal annual installments beginning on April 22, 2026, in each case subject to Mr. Galligan's continued service with the Issuer through the applicable vesting date. The June 2025 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 grants 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 6,760,149 Shares, which power is exercised by the JANA Principal.
(c)	Item 5(c) is hereby amended and restated in its entirety as follows: There were no transactions in the Shares effected by the Reporting Person during the last sixty (60) days.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended and supplemented as follows: The information disclosed in Item 4 is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended and supplemented as follows: Exhibit 99.4: Nomination and Support Agreement, dated March 26, 2026 (incorporated by reference to Exhibit 10.1 of the Issuer's Current Report on Form 8-K filed with the SEC on March 30, 2026).

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:	03/30/2026

FAQ

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

JANA Partners reports beneficial ownership of 6,760,149 Rapid7 common shares. This stake represents about 10.3% of the 65,893,112 shares outstanding as of February 13, 2026, based on Rapid7’s most recent annual report figures.

What agreement did JANA Partners and Rapid7 (RPD) enter into on March 26, 2026?

They entered a Nomination and Support Agreement under which Rapid7 will nominate Kevin Galligan on its recommended slate for the 2026 annual meeting and solicit proxies for his election. The agreement also governs JANA’s ownership rights and related corporate law approvals.

To what maximum ownership level can JANA increase its Rapid7 (RPD) stake?

Under the Nomination and Support Agreement, JANA is permitted to acquire beneficial ownership of up to 19.9% of Rapid7’s shares. The board has approved any such acquisitions for purposes of certain provisions of the Delaware General Corporation Law, as described in the filing.

How much has JANA Partners paid in total for its Rapid7 (RPD) stake?

JANA states that the 6,760,149 Rapid7 shares it beneficially owns were acquired for an aggregate purchase price of approximately $206 million. The shares were bought using investment funds in accounts managed by JANA, alongside margin borrowings in commingled margin accounts.

How is Kevin Galligan’s Rapid7 (RPD) equity compensation treated in relation to JANA?

Kevin Galligan received 15,320 RSUs in April 2025 and 1,176 RSUs in June 2025 for his board service. He has assigned all rights to any shares issuable under these awards to JANA, so settlement upon vesting will be made to JANA rather than to him personally.

What percentage of Rapid7 (RPD) shares outstanding underlies JANA’s 10.3% stake?

JANA’s approximately 10.3% beneficial ownership is calculated against 65,893,112 Rapid7 shares outstanding as of February 13, 2026. That outstanding share figure comes from Rapid7’s Form 10-K for the year ended December 31, 2025, referenced in the ownership disclosure.