Other Information.
−Removed: Rule 10b5-1 Trading Plans and Non-Rule 10b5-1 Trading Arrangements
−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 September 30, 2024, the executive officers set forth below terminated or modified a 10b5-1 equity trading plan, or adopted , terminated , or modified any “non-Rule 10b5-1 equity trading arrangement”.
−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: Corey Thomas , Chief Executive Officer (1)
−Removed: Adoption September 4, 2024 Rule 10b5-1* 358,620 **
−Removed: December 31, 2025***
−Removed: Christina Luconi , Chief People Officer
−Removed: Adoption September 13, 2024 Rule 10b5-1* 34,039 **
−Removed: May 1, 2025***
−Removed: Thomas' plan includes the sale of 8,620 shares that were gifted to 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 three months ended September 30, 2024, 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 arrangement”.
+Added: During the three months ended March 31, 2025, 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 arrangement”.
+Added: Table of Content s
Number Description
3 unchanged sentences
001-37496), filed with the Securities and Exchange Commission on August 10, 2020).
+Added: 10.1+ Amendment No.
+Added: 1 to the Rapid7, Inc.
+Added: 2015 Equity Incentive Plan, as amended.
+Added: (incorporated by reference to Exhibit 10.6 to the Registrant’s Annual Report on Form 10-K (File No.
+Added: 001-37496), filed on February 28, 2025).
+Added: 10.2+ Letter Agreement, dated as of February 17, 2025, by and between Rapid7, Inc.
+Added: and Christina Luconi.
+Added: (incorporated by reference to Exhibit 10.10 to the Registrant’s Annual Report on Form 10-K (File No.
+Added: 001-37496), filed on February 28, 2025).
+Added: 10.3 Cooperation Agreement, by and between Rapid7, Inc.
+Added: and JANA Partners Management, LP, dated March 21, 2025.
+Added: (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No.
+Added: 001-37496), filed on March 24, 2025).
+Added: Number Description
31.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
13 unchanged sentences
** This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
+Added: + Indicates management contract or compensatory plan.
+Added: Table of Content s
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 .
−Removed: November 7, 2024
Chief Executive Officer
−Removed: (Principal Executive Officer)
−Removed: November 7, 2024
/s/ Tim Adams
Chief Financial Officer
−Removed: (Principal Financial Officer)
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.