What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-19 compared with 2025-02-28 · 48 added, 24 removed, 174 unchanged (29% of the section changed)

2 unchanged sentences

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.

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 our management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

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, 2025.

8 unchanged sentences

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake.

6 unchanged sentences

Other Information.

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.

During the three months ended December 31, 2025, 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, except that Mr.

Thomas terminated his Rule 10b5-1 sales plan on November 24, 2025.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

23 unchanged sentences

Number Description

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.

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.

001-37496), filed on August 10, 2020).

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.

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.

001-37496), filed with the Securities and Exchange Commission on August 10, 2020).

30 unchanged sentences

1 to the Rapid7, Inc.

2015 Equity Incentive Plan, as amended .

2015 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.6 to the Registrant’s Annual Report on Form 10-K (File No.

001-37496), filed on February 28, 2025).

10.7+ Forms of Stock Option Agreement, Notice of Exercise, Stock Option Grant Notice and Restricted Stock Unit Agreement under the Rapid7, Inc.

8 unchanged sentences

Letter Agreement, dated as of February 17, 2025, by and between Rapid7, Inc.

and Christina Luconi .

and Christina Luconi (incorporated by reference to Exhibit 10.10 to the Registrant’s Annual Report on Form 10-K (File No.

001-37496), filed on February 28, 2025).

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.

31 unchanged sentences

001-37496), filed on October 4, 2016).

10.23+ Offer Letter, dated as of November 23, 2021, by and between Rapid7, Inc.

and Tim Adams (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-37496), filed on November 29, 2021).

10.24+ Severance and Equity Award Vesting Acceleration Letter, dated as of March 28, 2017, by and between Rapid7, Inc.

12 unchanged sentences

001-37496), filed on February 26, 2024).

Number Description

19.1* Amended and Restated Insider Trading and Trading Window Policy.

21.1* List of subsidiaries of Rapid7, Inc.

23.1* Consent of KPMG, LLP.

24.1 Power of Attorney (incorporated by reference to the signature pages of this Annual Report on Form 10-K).

10.29 Cooperation Agreement, by and between Rapid7, Inc.

and JANA Partners Management, LP, dated March 21, 2025.

(incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No.

001-37496), filed on March 24, 2025).

10.30 Credit Agreement, dated June 25, 2025, by and among the Company, Rapid7 LLC, a Delaware limited liability company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent .(incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No.

001-37496), filed on June 25, 2025.

Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.5 to the Registrant's Quarterly Report on Form 10-Q (File No.

001-27496), file on August 8, 2025).

10.32 Letter Agreement, dated as of August 6, 2025, by and between Rapid7, Inc.

and Tim Adams (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No.

001-37496), filed on August 7, 2025.

Offer Letter, dated as of November 1, 2025, by and between Rapid7, Inc.

and Rafe Brown (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No.

001-37496), filed on November 4, 2025).

Severance and Equity Award Vesting Acceleration Letter Agreement, dated as of November 1, 2025, by and between Rapid7, Inc.

and Rafe Brown (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K (File No.

001-37496), filed on November 4, 2025).

19.1 Amended and Restated Insider Trading and Trading Window Policy (incorporated by reference to Exhibit 19.1 to the Registrant's Annual Report on Form 10-K (File No.

001-37496), filed on February 28, 2025).

L ist of subsidiaries of Rapid7 , Inc.

23.1* C onsent of KPMG LLP

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.

4 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97 Compensation Recoupment Policy, dated as of October 19, 2023 (incorporated by reference to Exhibit 10.34 on Form 10-K (File No.

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.

14 unchanged sentences

February 19, 2026

/s/ Tim Adams

/s/ Rafeal E.

Chief Financial Officer

1 unchanged sentence

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Corey E.

Thomas and Tim Adams, and each of them, as his true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him and in his name, place or stead, in any and all capacities, to sign any and all amendments to this report, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their, his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Thomas and Rafe Brown, and each of them, as their true and lawful attorneys-in-fact and agents, each with the full power of substitution, for such person and in their name, place or stead, in any and all capacities, to sign any and all amendments to this report, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.

2 unchanged sentences

Thomas ( Principal Executive Officer )

/s/ Tim Adams Chief Financial Officer February 28, 2025

Tim Adams ( Principal Financial Officer )

/s/ Scott Murphy Chief Accounting Officer February 28, 2025

Scott Murphy ( Principal Accounting Officer )

/s/ Rafeal E.

Brown Chief Financial Officer February 19, 2026

Brown ( Principal Financial Officer )

/s/ Scott Murphy

Chief Accounting Officer

February 19, 2026

( Principal Accounting Officer )

/s/ Marc Brown Director February 19, 2026

/s/ Michael Berry Director February 19, 2026

Michael Berry

/s/ Marc Brown Director February 28, 2025

/s/ Judy Bruner Director February 19, 2026

5 unchanged sentences

/s/ Reeny Sondhi Director February 19, 2026

/s/ Mike Burns

Director February 19, 2026

/s/ Kevin Galligan

Director February 19, 2026

Kevin Galligan

/s/ Wael Mohamed

Director February 19, 2026

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.

What changed 10-K

Item 9A. Controls and Procedures