Rapid7, Inc.
5.80%
3,690,129
1560327
753422104
Mar 10, 2025
Mar 13, 2025, 09:50 PM
Reporting Persons (4)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| JANA PARTNERS MANAGEMENT, LP | Investment Adviser | 5.80% | 3,690,129 | 3,690,129 | 0 |
| MICHAEL JOSEPH BURNS | Individual | 0.00% | 3,000 | 3,000 | 0 |
| ROBERT BRADSHAW HENSKE | Individual | 0.00% | 1,500 | 1,500 | 0 |
| CHAD KINZELBERG | Individual | 0.00% | 3,000 | 3,000 | 0 |
Disclosure Items (4)
Common Stock, par value $0.01 per share
Rapid7, Inc.
120 CAUSEWAY STREET, BOSTON, MA, 02114
Item 6 is hereby amended and supplemented with the addition of the following: On March 11, 2025, JANA entered into Nominee Agreements with each of the Nominees pursuant to which each Nominee has agreed, upon the election of JANA, to become members of a slate of nominees and to stand for election as directors of the Issuer at the 2025 Annual Meeting. Pursuant to the Nominee Agreements, JANA has agreed to pay the costs of soliciting proxies in connection with the 2025 Annual Meeting, and to defend and indemnity the Nominees against, and with respect to, any losses that may be incurred by the Nominees in the event they become party to litigation based on their nomination as candidates for election to the Board and the solicitation of proxies in support of their election. Each of the Nominees received compensation under their respective Nominee Agreement in the amount of $50,000, and each will receive an additional $150,000 in the event of his election to the Board in a contested election. Each of the Nominees agreed, if elected to the Board, to hold Shares with a market value equal to $200,000 (adjusted for taxes) as of the date of his election (subject to certain exceptions), until the later of when he is no longer a director of the Issuer and three years (subject to certain exceptions). The foregoing summary of the Nominee Agreements is not complete and is qualified in its entirety by reference to the full text of the form of Nominee Agreement, a copy of which is attached as Exhibit 99.2 hereto and is incorporated by reference herein.
Exhibit 99.2: Form of Nominee Agreement