RPD

rp-202602100001560327false00015603272026-02-102026-02-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2026

Rapid7, Inc. (Exact name of registrant as specified in its charter)

Delaware 001-37496 35-2423994 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

120 Causeway Street, Boston,Massachusetts02114 (Address of principal executive offices), including zip code

(617) 247-1717 (Registrant’s telephone number, including area code) Not Applicable (Former name, or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each classTrading symbol(s)Name of each exchange on which registered Common Stock, $0.01 par value per shareRPDThe Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company  ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02Results of Operations and Financial Condition.

On February 10, 2026, Rapid7, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended December 31, 2025. The Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information included in this Item 2.02 and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 5, 2026, Mr. Michael Berry notified the Board of Directors (the “Board”) of the Company that he has decided not to stand for re-election to the Board at the Company’s 2026 Annual General Meeting of Shareholders (the “Annual Meeting”). Mr. Berry will continue to serve as a director until the conclusion of the Annual Meeting. Mr. Berry's decision not to stand for re-election was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. The Board thanks Mr. Berry for his more than 13 years of service and contributions as a director.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.  Description 99.1  Press Release, dated as of February 10, 2026.

104Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Rapid7, Inc.

Dated: February 10, 2026 By: /s/ Rafe Brown Rafe Brown Chief Financial Officer

rp-202511040001560327false00015603272025-11-042025-11-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2025

Rapid7, Inc. (Exact name of registrant as specified in its charter)

Delaware 001-37496 35-2423994 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

120 Causeway Street, Boston,Massachusetts02114 (Address of principal executive offices), including zip code

(617) 247-1717 (Registrant’s telephone number, including area code) Not Applicable (Former name, or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each classTrading symbol(s)Name of each exchange on which registered Common Stock, $0.01 par value per shareRPDThe Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company  ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02Results of Operations and Financial Condition.

On November 4, 2025, Rapid7, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended September 30, 2025 and the appointment of Rafe Brown as its Chief Financial Officer. The Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information included in this Item 2.02 and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Chief Financial Officer

On November 1, 2025, the Board of Directors (the “Board”) of the Company appointed Rafe Brown as the Chief Financial Officer of the Company, effective upon the commencement of Mr. Brown’s employment with the Company, which is expected to be on or about December 1, 2025. In this role, Mr. Brown will also serve as the Company’s principal financial officer, with such appointment to be effective on or about December 1, 2025.

Mr. Brown, age 57, has served as an Operating Partner of Francisco Partners, a technology investment firm, since September 2024. Prior to Francisco Partners, Mr. Brown served as the President and Chief Operating Officer of Mimecast Limited, a global provider of next generation cloud security and risk management services for email and corporate information, from August 2022 to November 2023, and as its Chief Financial Officer from March 2019 to August 2022. Prior to Mimecast, Mr. Brown served as Senior Vice President, Chief Financial Officer and Treasurer of SevOne, Inc., a provider of network and infrastructure management, from December 2015 until March 2019. Before joining SevOne, from September 2013 until November 2015, Mr. Brown was Senior Vice President, Chief Financial Officer and Chief Administrative Officer at Pegasystems, Inc., a publicly traded global business process management software provider. Prior to Pegasystems, Mr. Brown spent nine years at salesforce.com, inc., serving most recently as a Senior Vice President of Finance. Mr. Brown began his public accounting career at Arthur Andersen LLP, followed by PricewaterhouseCoopers LLP. He holds a Master of Accounting from Brigham Young University and a Bachelor of Science in accounting from Southern Utah University. He holds a certified public accounting (CPA) designation.

Mr. Brown does not have a family relationship with any director or executive officer of the Company or p

rp-202508060001560327false00015603272025-08-072025-08-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2025

Rapid7, Inc. (Exact name of registrant as specified in its charter)

Delaware 001-37496 35-2423994 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

120 Causeway Street, Boston,Massachusetts02114 (Address of principal executive offices), including zip code

(617) 247-1717 (Registrant’s telephone number, including area code) Not Applicable (Former name, or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each classTrading symbol(s)Name of each exchange on which registered Common Stock, $0.01 par value per shareRPDThe Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company  ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02Results of Operations and Financial Condition.

On August 7, 2025, Rapid7, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended June 30, 2025. The Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information included in this Item 2.02 and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 5.02Departure of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 6, 2025, Tim Adams, the Company’s Chief Financial Officer, notified the Company of his retirement from the Company. Mr. Adams intends to serve as our Chief Financial Officer until the earliest of the date that his successor is appointed, February 28, 2026, and any earlier date determined by the Company. Thereafter, Mr. Adams will continue to serve the Company in an advisory capacity for an additional period of six months to support continuity and a smooth transition. The terms of such service are set forth in a letter agreement entered into between the Company and Mr. Adams on August 6, 2025. The letter agreement is attached to this Current Report on Form 8-K as Exhibit 10.1. The Company intends to initiate a search process to identify a successor for the Chief Financial Officer position.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.  Description

10.1*+Letter Agreement, dated as of August 6, 2025, by and between Rapid7, Inc. and Tim Adams.

99.1  Press Release, dated as of August 7, 2025.

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* Filed herewith. + Indicates management contract or compensatory plan.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Rapid7, Inc.

Dated: August 7, 2025  By: /s/ Tim Adams Tim Adams Chief Financial Officer