13D Filings
Rapid7, Inc.
RPD
Amendment
Ownership

5.80%

Total Shares

3,690,129

Issuer CIK

1560327

CUSIP

753422104

Event Date

Mar 10, 2025

Accepted

Mar 13, 2025, 09:50 PM

Reporting Persons (4)
Joint Filing

This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.

NameType% of ClassAggregateSole VotingShared Voting
JANA PARTNERS MANAGEMENT, LP
Investment Adviser
5.80%3,690,1293,690,1290
MICHAEL JOSEPH BURNS
Individual
0.00%3,0003,0000
ROBERT BRADSHAW HENSKE
Individual
0.00%1,5001,5000
CHAD KINZELBERG
Individual
0.00%3,0003,0000
Disclosure Items (4)

Security Title

Common Stock, par value $0.01 per share

Issuer Name

Rapid7, Inc.

Issuer Address

120 CAUSEWAY STREET, BOSTON, MA, 02114

Item 4 is hereby amended and supplemented with the addition of the following: On March 11, 2025, JANA entered into nominee agreements (the "Nominee Agreements") with each of Michael Joseph Burns and Chad Kinzelberg (each, a "Nominee" and collectively, the "Nominees"), which is further described in the Reporting Persons' response to Item 6 of this Amendment No. 2, which is incorporated by reference into this Item 4.

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

Rapid7, Inc. — Schedule 13D | 13D Filings