1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2023.
−Removed: The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act of 1934, as amended, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.
+Added: We maintain “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.
Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
−Removed: Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
+Added: Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of the design and operations of our disclosure controls and procedures as of December 31, 2024.
Based on the evaluation of our disclosure controls and procedures as of December 31, 2024, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
14 unchanged sentences
Changes in Internal Control over Financial Reporting
−Removed: There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this Annual Report on Form 10-K that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
+Added: There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this Annual Report on Form 10-K that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Other Information.
−Removed: Certain of our executive officers and directors may execute purchases and sales of our securities through Rule 10b5-1 equity trading plans and “non-Rule 10b5-1 equity trading arrangements” (as defined in Item 408(c) of Regulation S-K).
−Removed: During the three months ended December 31, 2023, several of our executive officers, as set forth below, adopted or terminated a contract, instruction or written plan for the purchase or sale of Rapid7 securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
−Removed: Ta ble of Contents
−Removed: Name and Position Action Adoption or Transaction Date Type of Trading Arrangement Number of Shares of Common Stock to be Sold Expiration Date
−Removed: Andrew Burton , Chief Operating Officer (1)
−Removed: Adoption December 13, 2023 Rule 10b5-1* 70,675 **
−Removed: 12/31/2024***
−Removed: Tim Adams , Chief Financial Officer
−Removed: Adoption November 28, 2023 Rule 10b5-1* 15,000 **
−Removed: 11/28/2024***
−Removed: Corey Thomas , Chief Executive Officer (2)
−Removed: Adoption December 13, 2023 Rule 10b5-1* 296,842 **
−Removed: 12/13/2024***
−Removed: (1) The selling start date under Mr.
−Removed: Burton's 10b5-1 Plan adopted on December 13, 2023 is contingent on the completion or expiration of his previously adopted plan.
−Removed: Thomas' plan includes the sale of 30,842 shares that were gifted to the Ancore Foundation, Inc., a charitable foundation of which Mr.
−Removed: Thomas is a director.
−Removed: * Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
−Removed: ** Represents the maximum number of shares that may be sold pursuant to the Rule 10b5-1 trading arrangement in amounts and prices determined in accordance with a formula set forth in the plan.
−Removed: The actual number of shares sold will be dependent on the satisfaction of certain conditions as set forth in the written plan.
−Removed: *** The Rule 10b5-1 trading arrangement will terminate on the earlier of the date all the shares under the plan are sold and the
−Removed: expiration date indicated, subject to early termination for specified events set forth in the plan.
−Removed: During the year ended December 31, 2023, other than noted above, none of our executive officers or directors terminated or modified a 10b5-1 equity trading plan, or adopted , terminated , or modified any “non-Rule 10b5-1 equity trading
−Removed: arrangement”.
+Added: During the three months ended December 31, 2024, no director or officer , as defined in Rule 16a-1(f) under the Securities Act of 1934, as amended, adopted or terminated a “Rule 10b5-1 trading arrangement” as defined in Regulation S-K Item 408.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not Applicable.
−Removed: Ta ble of Contents
Directors, Executive Officers and Corporate Governance.
4 unchanged sentences
We intend to post on this section of our website any amendment to our code of business conduct and ethics, as well as any waivers of our code of business conduct and ethics, that are required to be disclosed by the rules of the SEC or the Nasdaq Stock Market.
+Added: We have adopted policies and procedures reasonably designed to promote compliance with relevant insider trading laws, rules and regulations, and Nasdaq listing standards.
+Added: A copy of our Amended and Restated Insider Trading and Trading Window Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.
Executive Compensation.
6 unchanged sentences
The information required by this item is incorporated by reference to our Proxy Statement for our 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the year ended December 31, 2024.
−Removed: Ta ble of Contents
Exhibits and Financial Statement Schedules.
5 unchanged sentences
Number Description
−Removed: 3.1 Amended and Restated Certificate of Incorporation of Rapid7, Inc., as of June 3, 2020 (incorporated by reference Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q (File No.
+Added: 3.1 Amended and Restated Certificate of Incorporation of Rapid7, Inc., dated as of June 3, 2020 (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q (File No.
001-37496), filed on August 10, 2020).
−Removed: 3.2 Amended and Restated Bylaws of Rapid7, Inc., as of June 3, 2020 (incorporated by reference to Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q (File No.
+Added: 3.2 Amended and Restated Bylaws of Rapid7, Inc., dated as of June 3, 2020 (incorporated by reference to Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q (File No.
001-37496), filed with the Securities and Exchange Commission on August 10, 2020).
2 unchanged sentences
333-204874), filed on July 6, 2015).
−Removed: 4.2 Indenture, dated as of August 13, 2018, between Rapid7 Inc.
−Removed: Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K (file No.
−Removed: 001-37496), filed on August 13, 2018).
−Removed: 4.3 Form of 1.25% Convertible Senior Notes due 2023 (included in Exhibit 4.
−Removed: 4.4 * Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 .
+Added: 4.2 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 10.34 on Form 10-K (File No.
+Added: 001-37496), filed on February 26, 2024).
4.3 Indenture, dated as of May 1, 2020, by and between Rapid7, Inc.
12 unchanged sentences
10.1 Form of Confirmation for Capped Call Transactions (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K (File No.
−Removed: 001-37496), filed on August 13, 2018).
−Removed: 10.2 Purchase Agreement, dated April 28, 2020, by and between Rapid7, Inc.
−Removed: and Barclays Capital Inc.
−Removed: (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No.
001-37496), filed on May 4, 2020).
−Removed: 10.3 Form of Capped Call Transactions (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K (File No.
−Removed: 001-37496), filed on May 4, 2020).
−Removed: Ta ble of Contents
−Removed: 10.4 Purchase Agreement, dated March 16, 2021, by and between Rapid7, Inc., Goldman Sachs & Co.
−Removed: LLC and Barclays Capital Inc.
−Removed: (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.
−Removed: 001-37496), filed on March 19, 2021).
−Removed: 10.5 Form of Confirmation for Capped Call Transactions.
−Removed: (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No.
+Added: 10.2 Form of Confirmation for Capped Call Transactions (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No.
001-37496), filed on March 19, 2021).
−Removed: 10.6 Purchase Agreement, dated September 5, 2023, by and between Rapid7, Inc., Goldman Sachs & Co.
−Removed: Morgan Securities LLC.
−Removed: (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.
−Removed: 001-37496), filed on September 5, 2023).
−Removed: 10.7 Form of Confirmation for Capped Call Transactions.
−Removed: (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No.
+Added: 10.3 Form of Confirmation for Capped Call Transactions (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No.
001-37496), filed on September 5, 2023).
−Removed: 10.8 Credit and Security Agreement, dated as of April 23, 2020, by and among Rapid7, Inc., Rapid7 LLC, KeyBank National Association, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.
−Removed: 001-37496), filed on April 28, 2020, and incorporated herein by reference).
−Removed: 10.9 Merger Agreement, dated as of April 24, 2020, by and between Rapid7, Inc., Rapid7 LLC, Stratus Acquisition, Inc., Divvy Cloud Corporation and Fortis Advisors LLC.
−Removed: (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No.
−Removed: 001-37496), filed on April 28, 2020).
−Removed: 10.10 First Amendment Agreement, dated as of May 29, 2020, by and among Rapid7, Inc., Rapid7 LLC, KeyBank National Association, and the lenders party thereto (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q (File No.
−Removed: 001-37496), filed on August 10, 2020).
−Removed: 10.11 Second Amendment Agreement, dated as of December 22, 2021, by and among Rapid7, Inc., Rapid7 LLC, KeyBank National Association, and the lenders party thereto (incorporated by reference to Exhibit 10.9 to the Registrant’s Annual Report on Form 10-K (File No.
−Removed: 001-37496), filed on February 24, 2022).
10.4+ 2011 Stock Option and Grant Plan and Forms of Stock Option Agreement, Stock Option Exercise Notice and Restricted Stock Agreement thereunder (incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1 (File No.
3 unchanged sentences
001-37496), filed on July 19, 2021).
+Added: 10.6+* Amendment No.
+Added: 1 to the Rapid7, Inc.
+Added: 2015 Equity Incentive Plan, as amended .
10.7+ Forms of Stock Option Agreement, Notice of Exercise, Stock Option Grant Notice and Restricted Stock Unit Agreement under the Rapid7, Inc.
7 unchanged sentences
001-37496), filed on March 10, 2016).
−Removed: 10.17 Stock Purchase Agreement, dated July 16, 2021, by and between Rapid7, Inc., Rapid7 International Holdings Limited, IntSights Cyber Intelligence Ltd., the Sellers and Shareholder Representative Services LLC (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No.
+Added: 10.10+* Letter Agreement, dated as of February 17, 2025, by and between Rapid7, Inc.
+Added: and Christina Luconi .
+Added: 10.11 Stock Purchase Agreement, dated as of July 16, 2021, by and between Rapid7, Inc., Rapid7 International Holdings Limited, IntSights Cyber Intelligence Ltd., the Sellers and Shareholder Representative Services LLC (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No.
001-37496), filed on July 19, 2021).
15 unchanged sentences
001-37496), filed on February 2, 2017).
−Removed: Ta ble of Contents
10.19+ Employment Agreement, dated as of January 3, 2013, by and between Rapid7, Inc.
28 unchanged sentences
001-37496), filed on November 6, 2023).
−Removed: 10.34+* Form of Performance Stock Unit Agreement under the Rapid7 2015 Equity Incentive Plan.
+Added: 10.28+ Form of Performance Stock Unit Agreement under the Rapid7 2015 Equity Incentive Plan (incorporated by reference to Exhibit 10.34 on Form 10-K (File No.
+Added: 001-37496), filed on February 26, 2024).
Number Description
+Added: 19.1* Amended and Restated Insider Trading and Trading Window Policy.
21.1* List of subsidiaries of Rapid7, Inc.
7 unchanged sentences
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: 97* Compensation Recoupment Policy, dated as of October 19, 2023.
+Added: 97 Compensation Recoupment Policy, dated as of October 19, 2023 (incorporated by reference to Exhibit 10.34 on Form 10-K (File No.
+Added: 001-37496), filed on February 26, 2024) .
101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data file because its XBRL tags are embedded within the inline XBRL document.
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104 Cover Page Interactive Data file (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)
−Removed: Ta ble of Contents
* Filed herewith.
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Not applicable.
−Removed: Ta ble of Contents
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized .
1 unchanged sentence
Chief Executive Officer
−Removed: Ta ble of Contents
+Added: February 28, 2025
+Added: /s/ Tim Adams
+Added: Chief Financial Officer
POWER OF ATTORNEY
6 unchanged sentences
/s/ Tim Adams Chief Financial Officer February 28, 2025
−Removed: Tim Adams ( Principal Financial Officer and Principal Accounting Officer )
+Added: Tim Adams ( Principal Financial Officer )
+Added: /s/ Scott Murphy Chief Accounting Officer February 28, 2025
+Added: Scott Murphy ( Principal Accounting Officer )
/s/ Michael Berry Director February 28, 2025
4 unchanged sentences
Benjamin Holzman
−Removed: /s/ Christina Kosmowski Director February 26, 2024
−Removed: Christina Kosmowski
Benjamin Nye Director February 28, 2025
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.