Rapid7, Inc.
10.30%
6,760,149
1560327
Mar 25, 2026
Mar 30, 2026, 06:36 PM
Reporting Persons (1)
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| JANA Partners Management, LP | Investment Adviser | 10.30% | 6,760,149 | 6,760,149 | 0 |
Disclosure Items (6)
Common Stock, par value $0.01 per share
Rapid7, Inc.
120 CAUSEWAY STREET, BOSTON, MA, 02114
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 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.
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.
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 is hereby amended and supplemented as follows: The information disclosed in Item 4 is incorporated herein by reference.
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).