RPD on Nasdaq

Rapid7

Logo: rapid7.com3

Developer of the Metasploit Framework founded in 20001

In its 2026 annual report the company says: “Rapid7 is a global cybersecurity operations software and service provider on a mission to create a safer digital world by making cybersecurity simpler and more accessible. We empower security professionals to manage a modern attack surface through our best-in-class AI-driven technology, leading-edge research, and broad, strategic expertise.”6 It is headquartered in Boston.1 Its shares trade on Nasdaq under the symbol RPD.1

Price unavailable

Last updated Oct 21, 2026.

Overview

Jan 1, 2000Founded1

Compare with Sprinklr, Freshworks Inc. or Workiva, or pick any stock.

  • TickerRPD on Nasdaq1
  • IndustryServices-Prepackaged Software1
  • HeadquartersBoston1
  • Websitewww.rapid7.com
  • Incorporated inDE4
  • Business address120 Causeway Street, Boston, Ma 021144
  • Filer categoryLarge accelerated filer4
Rapid7 image from its website
Image: rapid7.com3

Rapid7 is a global cybersecurity operations software and service provider on a mission to create a safer digital world by making cybersecurity simpler and more accessible. For twenty-five years, Rapid7 has partnered with customers across the globe representing a diverse range of industries and sizes to improve the efficacy and productivity of their security operations (“SecOps”). In today's rapidly evolving IT environment, customers are encountering escalating challenges due to the widening spectrum of attackers and techniques, including the proliferation of cyberattacks leveraging AI. We empower security professionals to manage a modern attack surface through our best-in-class AI-driven technology, leading-edge research, and broad, strategic expertise. Rapid7’s comprehensive security solutions, including our market-leading managed detection and response ("MDR") services, next-gen securi…6 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

70.3%Gross margin7
1.3%Operating margin7
2.7%Net margin7
1.9%Revenue growth, 20257
15.1%Return on equity7
$146.2MFree cash flow7

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Product brought in 97% of the revenue Rapid7 broke down this way in fiscal 2025.

  1. Product$831.3M797%up 3% from 2024
  2. Service$28.5M73%down 19% from 2024
Products and services by year
Products and services202320242025
Product$740.2M$808.9M$831.3M
Service$37.5M$35.1M$28.5M

Regions

United States brought in 71% of the revenue Rapid7 broke down this way in fiscal 2025.

  1. United States$612.2M771%down 0% from 2024
  2. Outside the United States$247.6M729%up 8% from 2024
Regions by year
Regions202320242025
United States$579.0M$614.1M$612.2M
Outside the United States$198.7M$229.9M$247.6M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue30¢$255.0M
  • Research and development22¢$190.7M
  • Other costs45¢$383.9M
  • Income tax1¢$6.8M
  • Profit3¢$23.4M

Out of $859.8M in revenue.7

Where each dollar of operating cash went, fiscal 2025

  • Capital spending5¢$7.6M
  • Kept or used elsewhere95¢$146.2M

Out of $153.8M of cash from operations.7

Financial statements

Revenue8910117$859.8M in 2025+163% since 2019
0$250.0M$500.0M$750.0M$1.0B2019: $326.9M$326.9M20192020: $411.5M$411.5M2020+26%2021: $535.4M$535.4M2021+30%2022: $685.1M$685.1M2022+28%2023: $777.7M$777.7M2023+14%2024: $844.0M$844.0M2024+9%2025: $859.8M$859.8M2025+2%
Gross profit8910117$604.8M in 2025+156% since 2019
0$200.0M$400.0M$600.0M$800.0M2019: $235.8M$235.8M20192020: $290.0M$290.0M2020+23%2021: $366.5M$366.5M2021+26%2022: $470.7M$470.7M2022+28%2023: $545.7M$545.7M2023+16%2024: $593.0M$593.0M2024+9%2025: $604.8M$604.8M2025+2%
Operating income8910117$11.6M in 2025
-$150.0M-$100.0M-$50.0M0$50.0M2019: -$46.0M-$46.0M20192020: -$74.1M-$74.1M2020+61%2021: -$120.1M-$120.1M2021+62%2022: -$111.6M-$111.6M2022−7%2023: -$84.3M-$84.3M2023−24%2024: $35.0M$35.0M20242025: $11.6M$11.6M2025−67%
Net income8910117$23.4M in 2025
-$200.0M-$150.0M-$100.0M-$50.0M0$50.0M2019: -$53.8M-$53.8M20192020: -$98.8M-$98.8M2020+84%2021: -$146.3M-$146.3M2021+48%2022: -$124.7M-$124.7M2022−15%2023: -$152.8M-$152.8M2023+23%2024: $25.5M$25.5M20242025: $23.4M$23.4M2025−8%

Every line of the income statement as filed: the last 3 fiscal years (annual) or 7 quarters (quarterly), latest first.7

Period ending2025-12-312024-12-312023-12-31
Total revenue$859.8M$844.0M$777.7M
Total cost of revenue$255.0M$251.0M$232.0M
Total gross profit$604.8M$593.0M$545.7M
Research and development expense$190.7M$173.1M$177.9M
Sales and marketing expense$317.7M$298.8M$313.7M
General and administrative expense$84.9M$86.0M$85.3M
Impairment of long-lived assets$0$0$30.8M
Restructuring$0$0$22.2M
Total operating expenses$593.2M$557.9M$629.9M
Income (loss) from operations$11.6M$35.0M-$84.3M
Interest income$23.0M$21.1M$10.2M
Interest expense-$10.4M-$11.0M-$64.7M
Other income (expense), net$6.0M-$3.7M-$14.5M
Income (loss) before income taxes$30.2M$41.5M-$153.3M
Provision (benefit) for income taxes$6.8M$15.9M-$518.0K
Net income (loss)$23.4M$25.5M-$152.8M
Net income per share, basic (in dollars per share)$0.36$0.41-$2.52
Net income per share, diluted (in dollars per share)$0.36$0.40-$2.52
Weighted-average common shares outstanding, basic (in Shares)64.7M shares62.6M shares60.8M shares
Weighted-average common shares outstanding, diluted (in Shares)65.0M shares63.2M shares60.8M shares

Compare Rapid7 with another company

Corporate structure

Rapid7 sits at the top of its group. 19 entities, 16 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Rapid7

  • VANGUARD PORTFOLIO MANAGEMENT LLC Filed SCHEDULE 13G/A on Rapid7, latest Jul 31, 2026 (2 filings since Apr 29, 2026)
  • JANA Partners Management, LP Filed SCHEDULE 13D/A on Rapid7, latest Mar 30, 2026 (8 filings since Sep 27, 2024)
  • VANGUARD GROUP INC Filed SCHEDULE 13G/A on Rapid7, latest Mar 27, 2026 (8 filings since Feb 10, 2022)
  • BlackRock Filed SCHEDULE 13G/A on Rapid7, latest Oct 17, 2025 (6 filings since Feb 3, 2022)
  • UBS Filed SCHEDULE 13G/A on Rapid7, latest Jul 29, 2025 (3 filings since Nov 4, 2024)
  • FMR LLC Filed SCHEDULE 13G/A on Rapid7, latest May 12, 2025 (4 filings since Feb 9, 2022)
  • Point72 Asset Management, L.P. Filed SCHEDULE 13G/A on Rapid7, latest Feb 14, 2025 (4 filings since Oct 10, 2023)
  • FIRST TRUST PORTFOLIOS LP Filed SC 13G/A on Rapid7, latest Aug 2, 2024 (2 filings since Jan 10, 2024)
  • Wellington Management Company Filed SC 13G/A on Rapid7, latest Feb 6, 2023 (2 filings since Feb 4, 2022)
  • Rapid7 Boston
    • IntSights Cyber Intelligence Ltd. Subsidiary · Israel
    • Rapid7 Australia Pty Ltd. Subsidiary · Australia
    • Rapid7 Canada, Inc. Subsidiary · Canada
    • Rapid7 Czech Republic s.r.o. Subsidiary · Czechia
    • Rapid7 France SAS Subsidiary · France
    • Rapid7 Germany GmbH Subsidiary · Germany
    • Rapid7 India Technologies Ltd. Subsidiary · India
    • Rapid7 International Group Limited Subsidiary · United Kingdom
    • Rapid7 International Holdings Limited Subsidiary · United Kingdom
    • Rapid7 International Limited Subsidiary · United Kingdom
    • Rapid7 Ireland Limited Subsidiary · Ireland
    • Rapid7 Japan KK Subsidiary · Japan
    • Rapid7 Middle East FZ-LLC Subsidiary · United Arab Emirates
    • Rapid7 Netherlands B.V. Subsidiary · Netherlands
    • Rapid7 Singapore Pte. Ltd. Subsidiary · Singapore
    • Rapid7 Spain S.L. Subsidiary · Spain
    • Rapid7 Sweden AB Subsidiary · Sweden
    • Velocidex Enterprises Pty. Subsidiary · Australia

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Rapid7 reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$97.1M7 Dec 31, 2025$96.8M7 Dec 31, 2024+0.3%
Accumulated depreciation$65.1M7 Dec 31, 2025$64.6M7 Dec 31, 2024+0.8%
Property and equipment, net$32.0M7 Dec 31, 2025$32.2M7 Dec 31, 2024−0.8%
Operating-lease assets (leased space)$45.5M7 Dec 31, 2025$48.9M7 Dec 31, 2024−6.9%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$246.7M7 Dec 31, 2025$334.7M7 Dec 31, 2024−26.3%
Marketable securities, current$228.0M7 Dec 31, 2025$187.0M7 Dec 31, 2024+21.9%
Debt securities available for sale$412.1M7 Dec 31, 2025$224.3M7 Dec 31, 2024+83.7%
Long-term investments$184.1M7 Dec 31, 2025$37.3M7 Dec 31, 2024+394.0%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$575.3M7 Dec 31, 2025$575.3M7 Dec 31, 20240%
Intangible assets, net (excluding goodwill)$65.1M7 Dec 31, 2025$85.7M7 Dec 31, 2024−24.0%
Accumulated amortization$180.3M7 Dec 31, 2025$144.6M7 Dec 31, 2024+24.7%

Properties, in its own words

Our corporate headquarters occupy approximately 147,000 square feet in Boston, Massachusetts under operating leases that expire in November 2029. We have additional U.S. offices, including in Arlington, Virginia, Austin, Texas, and Tampa, Florida. We also lease various international offices, including in Belfast, Northern Ireland; Prague, Czech Republic; Melbourne, Australia; Reading, United Kingdom; Tel Aviv, Israel; Singapore; and Pune, India.

We believe that our current facilities are suitable and adequate to meet our current needs. We intend to add new facilities or expand existing facilities as we add employees, and we believe that suitable additional or substitute space will be available as needed to accommodate any such expansion of our operations.

Item 2 of the 10-K filed Feb 19, 2026.6

Leadership

Who has led Rapid7, and when. Pick a name to see everywhere that person has worked.

Board members and other officers (29)

Products and brands

  • Metasploit

Listed on Wikidata.1

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • IntSights Cyber Intelligence Ltd. Israel5
  • Rapid7 Australia Pty Ltd. Australia5
  • Rapid7 Canada, Inc. Canada5
  • Rapid7 Czech Republic s.r.o. Czech Republic5
  • Rapid7 France SAS France5
  • Rapid7 Germany GmbH Germany5
  • Rapid7 India Technologies Ltd. India5
  • Rapid7 International Group Limited United Kingdom5
  • Rapid7 International Holdings Limited United Kingdom5
  • Rapid7 International Limited United Kingdom5
  • Rapid7 Ireland Limited Ireland5
  • Rapid7 Japan KK Japan5
  • Rapid7 Middle East FZ-LLC United Arab Emirates5
  • Rapid7 Netherlands B.V. Netherlands5
  • Rapid7 Singapore Pte. Ltd. Singapore5
  • Rapid7 Spain S.L. Spain5
  • Rapid7 Sweden AB Sweden5
  • Velocidex Enterprises Pty. Australia5

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • Rapid7 IncOct 22, 2012 to Jun 11, 20154

Timeline

  1. Aug 31, 20268-K Executive or director change44
  2. Aug 10, 20268-K Results of operations; Exit or restructuring costs45
  3. Jun 10, 2026New chief executive Wael Mohamed becomes CEO15
  4. Jun 10, 20268-K Shareholder vote46
  5. Jun 1, 20268-K Executive or director change; Regulation FD disclosure47
  6. May 5, 20268-K Results of operations48
  7. Mar 30, 20268-K Entered a material agreement49
  8. Feb 10, 20268-K Results of operations; Executive or director change50
  9. Nov 4, 20258-K Results of operations; Executive or director change51
  10. Aug 7, 20258-K Results of operations; Executive or director change52
  11. Jun 25, 20258-K Entered a material agreement; New debt or obligation53
  12. Jun 13, 20258-K Shareholder vote; Other events54
  13. May 12, 20258-K Results of operations55
  14. Jul 17, 2015Went public Listed on NASDAQ1
  15. Jul 16, 2015New chief executive Corey E. Thomas becomes CEO16
  16. Jan 1, 2000Founded Founded1

Calendar

Coming up

  1. Nov 4, 2026 · After the closeReports results for the quarter ending Sep/2026 A year earlier it reported $0.23 a share, on Nov 4, 2025.56

When it reported results

  1. Aug 10, 2026Reported quarterly or annual results45
  2. May 5, 2026Reported quarterly or annual results48
  3. Feb 10, 2026Reported quarterly or annual results50
  4. Nov 4, 2025Reported quarterly or annual results51
  5. Aug 7, 2025Reported quarterly or annual results52
  6. May 12, 2025Reported quarterly or annual results55
  7. Feb 12, 2025Reported quarterly or annual results57
  8. Nov 6, 2024Reported quarterly or annual results58

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

348 filings to the SEC since October 2021: 6 annual reports, 15 quarterly reports, 42 major events, 198 insider forms, 39 large holders, 48 other. The latest 20:

  1. Sep 4, 2026144 EDGAR
  2. Sep 2, 20264 EDGAR
  3. Sep 2, 20263 EDGAR
  4. Sep 2, 20263 EDGAR
  5. Sep 2, 2026144 EDGAR
  6. Aug 31, 20268-K EDGAR
  7. Aug 17, 20264 EDGAR
  8. Aug 17, 20264 EDGAR
  9. Aug 10, 202610-Q EDGAR
  10. Aug 10, 20268-K EDGAR
  11. Jul 31, 2026SCHEDULE 13G/A EDGAR
  12. Jul 16, 20264 EDGAR
  13. Jun 16, 20264 EDGAR
  14. Jun 10, 20264 EDGAR
  15. Jun 10, 20264 EDGAR
  16. Jun 10, 20264 EDGAR
  17. Jun 10, 20264 EDGAR
  18. Jun 10, 20263 EDGAR
  19. Jun 10, 20268-K EDGAR
  20. Jun 10, 20264 EDGAR

The 348 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

60 open-market trades by officers, directors and large owners since October 2021: 12 buys and 48 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Apr 22, 2026Murphy Scott MChief Accounting OfficerSale827$6.35$5.3KForm 4
Feb 23, 2026Murphy Scott MChief Accounting OfficerSale1,267$6.51$8.2KForm 4
Jan 22, 2026Murphy Scott MChief Accounting OfficerSale764$12.70$9.7KForm 4
Nov 28, 2025JANA Partners Management, LP10% ownerBuy41,545$15.71$652.7KForm 4
Nov 26, 2025Schodorf Thomas EDirectorBuy6,300$15.70$98.9KForm 4
Nov 25, 2025Brown Marc EvanDirectorBuy3,000$15.21$45.6KForm 4
Nov 25, 2025JANA Partners Management, LP10% ownerBuy50,000$15.01$750.5KForm 4
Nov 24, 2025Murphy Scott MChief Accounting OfficerSale1,370$13.97$19.1KForm 4
Nov 24, 2025Thomas Corey E.Executive ChairmanBuy14,500$13.82$200.4KForm 4
Nov 24, 2025JANA Partners Management, LP10% ownerBuy150,000$14.13$2.1MForm 4
Nov 20, 2025BURNS MIKEDirectorBuy2,000$13.80$27.6KForm 4
Oct 22, 2025Murphy Scott MChief Accounting OfficerSale826$19.10$15.8KForm 4
Aug 22, 2025Murphy Scott MChief Accounting OfficerSale1,370$20.25$27.7KForm 4
Aug 19, 2025Murphy Scott MChief Accounting OfficerSale5,461$21.29$116.3KForm 4
Aug 13, 2025JANA Partners Management, LP10% ownerBuy250,000$21.26$5.3MForm 4
Aug 12, 2025JANA Partners Management, LP10% ownerBuy163,456$20.07$3.3MForm 4
Aug 11, 2025JANA Partners Management, LP10% ownerBuy358,738$18.23$6.5MForm 4
Apr 7, 2025Luconi ChristinaChief People OfficerSale12,551$23.12$290.2KForm 4
Mar 7, 2025Luconi ChristinaChief People OfficerSale21,488$28.68$616.2KForm 4
Jan 21, 2025Thomas Corey E.Executive ChairmanSale100,000$39.38$3.9MForm 4

All 60 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Corey ThomasChief Executive Officer50$545.0K$10.1M68
2025Rafe BrownChief Financial Officer$37.5K$7.5M68
2025Tim AdamsFormer Chief Financial Officer$3.7M$4.3M68
2025Christina LuconiFormer Chief People Officer$368.9K68
2024Corey ThomasChief Executive Officer50$526.0K$14.9M68
2024Tim AdamsFormer Chief Financial Officer$410.0K$4.9M68
2024Christina LuconiFormer Chief People Officer$392.0K$3.1M68
2023Tim AdamsFormer Chief Financial Officer$410.0K$4.0M68
2023Corey ThomasChief Executive Officer50$443.0K$3.1M68
2023Christina LuconiFormer Chief People Officer$392.0K$2.4M68

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
BlackRock, Inc.9,012,619$73.0M0.0%+2,427,309
JANA Partners Management, LP6,749,936$54.7M2.9%+6,283
UBS Group AG4,059,527$32.9M0.0%+985,686
Vanguard Portfolio Management LLC4,020,455$32.6M0.0%−1,144,117
Vanguard Capital Management LLC2,757,196$22.3M0.0%+81,166
Two Sigma Investments, LP2,718,389$22.0M0.0%+484,461
State Street Corp2,517,692$20.4M0.0%+405,634
Aqr Capital Management LLC1,908,131$15.5M0.0%+1,176,853
Goldman Sachs Group Inc1,686,477$13.7M0.0%+897,672
Geode Capital Management, LLC1,638,553$13.3M0.0%+208,905
D. E. Shaw & Co., Inc.1,491,269$12.1M0.0%+1,274,802
Citadel Advisors LLC1,490,294$12.1M0.0%+898,891
MIRAE ASSET GLOBAL ETFS HOLDINGS Ltd.1,311,725$10.6M0.0%−92,074
Jacobs Levy Equity Management, Inc1,190,571$9.6M0.0%+498,270
Morgan Stanley1,116,158$9.0M0.0%+268,196
Arrowstreet Capital, Limited Partnership1,021,758$8.3M0.0%New
Point72 Asset Management, L.P.934,660$7.6M0.0%+29,479
Bank Of America Corp /de/846,980$6.9M0.0%+312,415
Creative Planning688,398$5.6M0.0%+451,508
IQ EQ FUND MANAGEMENT (IRELAND) Ltd575,643$4.7M0.3%+254,127
Northern Trust Corp563,421$4.6M0.0%−5,350
Victory Capital Management Inc527,799$4.3M0.0%+115,780
Charles Schwab Investment Management Inc510,685$4.1M0.0%+89,168
Bank of New York Mellon Corp474,602$3.8M0.0%+17,066
Renaissance Technologies LLC427,096$3.5M0.0%+277,900

13F reports cover disclosed long positions in U.S. stocks only.

Members of Congress who traded it

6 trades disclosed by members of Congress. “Vs S&P since” is the stock’s change since the trade minus the S&P 500’s.

DateMemberTradeAmountVs S&P sinceFiling
May 12, 2025Jefferson ShreveRepublican, HouseSale$15,001 - $50,000+85.0%Report
Apr 7, 2025Jefferson ShreveRepublican, HouseBuy$15,001 - $50,000−98.5%Report
Mar 31, 2025Jefferson ShreveRepublican, HouseBuy$15,001 - $50,000−90.1%Report
Feb 24, 2025Jefferson ShreveRepublican, HouseSale$15,001 - $50,000+89.0%Report
May 15, 2024Josh GottheimerDemocratic, HouseSale$1,001 - $15,000+113.5%Report
Aug 10, 2022Josh GottheimerDemocratic, HousePartial sale$1,001 - $15,000+164.9%Report

Members report amounts as ranges, not exact figures. Returns are price-only (no dividends).

SEC filer profile

How Rapid7 is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARRapid7, Inc.2
  • CIK0001560327
  • Employer ID (EIN)35-24239946
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company6
  • Incorporated inDelaware6
  • Fiscal year endsDecember 312
  • Industry code (SIC)7372 Services-Prepackaged Software2
  • SEC reviewing officeOffice of Technology, Division of Corporation Finance2
  • Business address120 Causeway Street, Boston, MA 021142
  • Phone617-247-17172
  • Shares outstanding67,400,640 as of Aug 3, 202613
  • Public float$1.5B as of Jun 30, 20256
  • AuditorKPMG LLP, Boston, MA PCAOB ID 185; it also attests to the company’s internal control over financial reporting6
  • On EDGAR sinceOct 22, 20122
  • Filings935 in all: 4 (583), 8-K (96), 10-Q (34), 3 (34), SC 13G/A (25), 144 (22), DEFA14A (15), S-8 (13)2
    All 37 form types

    SC 13G (12), 10-K (11), DEF 14A (11), SC 13D/A (10), SCHEDULE 13G/A (10), SCHEDULE 13D/A (7), 4/A (6), CORRESP (6), UPLOAD (5), 424B7 (4), ARS (4), 8-K/A (3), D (3), SC 13D (3), 424B5 (2), EFFECT (2), S-1/A (2), 10-K/A (1), 424B4 (1), 5 (1), 8-A12B (1), CERTNAS (1), DRS (1), DRS/A (1), FWP (1), PRE 14A (1), S-1 (1), S-3 (1), SCHEDULE 13G (1)

  • Latest filingsAnnual report (10-K) Feb 19, 2026
    Quarterly report (10-Q) Aug 10, 2026
    Proxy statement (DEF 14A) Apr 22, 2026
    Latest 8-K (8-K) Aug 31, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, par value $0.01 per shareRPDThe Nasdaq Global Market

From the cover page of the 10-K filed Feb 19, 2026 (Section 12(b) of the Exchange Act).6

Risk factors and legal proceedings

The risks Rapid7 names in Item 1A of its 10-K filed Feb 19, 2026: 53 risks under these headings, as written.6

  • Our quarterly operating results may vary from period to period, which could result in our failure to meet expectations with respect to operating results and cause the trading price of our stock to decline.
  • Our business and operations have experienced significant growth in the past, and if we do not appropriately manage any future growth, or are unable to maintain and scale our infrastructure, systems and processes, our business and results of operations may be negatively affected. Although we have experienced rapid growth in the past, we cannot provide any assurance that our business will continue to grow at the same rate or at all.
  • We may not maintain profitability in the future.
  • Our business and growth depend substantially on customers renewing and expanding their subscriptions with us. Any decline in our customer renewals or failure to convince customers to expand their use of our subscription offerings could adversely affect our future operating results.
  • If our new and existing product offerings and product enhancements do not achieve sufficient market acceptance, our financial results and competitive position will suffer.
  • We face intense competition in our market, which could adversely affect our business, financial condition, and results of operations.
  • Prolonged economic uncertainties or downturns could adversely affect our business.
  • If we are unable to successfully hire, train, and retain qualified personnel our business may suffer.
  • Our sales cycle may be unpredictable.
  • A component of our growth strategy is dependent on our continued international expansion, which adds complexity to our operations.
  • We recognize a significant percentage of our revenue ratably over the term of our agreements with customers, and as a result, downturns or upturns in sales may not be immediately reflected in our operating results.
  • If our customers are unable to implement our products successfully or we fail to maintain high quality customer support, customer perceptions of our offerings may be impaired or our reputation and brand may suffer.
The other 41 risks
  • Our success in acquiring and integrating other businesses, products or technologies could impact our financial position.
  • We may fail to meet our publicly announced guidance or other expectations about our business and future operating results, which would cause our stock price to decline.
  • If we are unable to maintain successful relationships with our channel partners, our business operations, financial results and growth prospects could be adversely affected.
  • If we are not able to maintain and enhance our brand, our business and operating results may be adversely affected.
  • We are dependent on the continued services and performance of our senior management and other key employees, the loss of any of whom could adversely affect our business, operating results and financial condition.
  • We use third-party software and data to operate certain functions of our business and deliver our offerings that may be difficult to replace or that may cause errors or failures of our solutions, which could lead to lost customers or harm to our reputation and our operating results.
  • Our technology alliance partnerships expose us to a range of business risks and uncertainties that could have a material adverse impact on our business and financial results.
  • If our products fail to help our customers achieve and maintain compliance with regulations and/or industry standards, our revenue and operating results could be harmed.
  • A portion of our revenue is generated by sales to government entities, which are subject to a number of challenges and risks.
  • We are exposed to fluctuations in currency exchange rates, which could negatively affect our financial condition and results of operations.
  • Actions that we have taken to restructure our business in alignment with our strategic priorities may not be as effective as anticipated.
  • Risks Related to Intellectual Property, Litigation and Government Regulation
  • Failure to protect our proprietary technology and intellectual property rights could substantially harm our business and operating results.
  • Assertions by third parties of infringement or other violations by us of their intellectual property rights, whether or not correct, could result in significant costs and harm our business and operating results.
  • We may not be successful in our initiatives that utilize AI, which could adversely affect our business, reputation, or financial results.
  • Our products contain third-party open source software components, and our failure to comply with the terms of the underlying open source software licenses could restrict our ability to sell our products.
  • We are subject to governmental export and import controls that could impair our ability to compete in international markets and/or subject us to liability if we are not in compliance with applicable laws.
  • Our ability to use net operating losses to offset future taxable income may be subject to certain limitations.
  • We may have exposure to greater than anticipated tax liabilities.
  • Risks Related to Data Privacy and Cybersecurity
  • Real or perceived failures, errors or defects in our solutions could adversely affect our brand and reputation, which could have an adverse effect on our business and results of operations.
  • Our brand, reputation and ability to attract, retain and serve our customers are dependent in part upon the reliable performance of our products and network infrastructure, including our Command Platform.
  • If we or our third-party service providers experience a security breach or unauthorized parties otherwise obtain access to our customers’ data, our reputation may be harmed, demand for our solutions may be reduced and we may incur significant liabilities.
  • If Metasploit were to be used by attackers to exploit vulnerabilities in the cybersecurity infrastructures of third parties, our reputation and business could be harmed.
  • Because our products collect and store user and related information, domestic and international privacy and cybersecurity concerns, and other laws and regulations, could have a material adverse effect on our business.
  • Organizations may be reluctant to purchase our cloud-based offerings due to the actual or perceived vulnerability of cloud solutions.
  • Risks Related to our Common Stock
  • The market price of our common stock has been and is likely to continue to be volatile.
  • If securities or industry analysts do not publish research or reports about our business, or publish negative reports about our business, our stock price and trading volume could decline.
  • We do not intend to pay dividends for the foreseeable future and, as a result, your ability to achieve a return on your investment will depend on appreciation in the price of our common stock.
  • Future sales of our common stock or equity-linked securities in the public market could lower the market price for our common stock and adversely impact the trading price of the Notes.
  • Risks Related to our Indebtedness
  • We have a significant amount of debt that may decrease our business flexibility, access to capital, and/or increase our borrowing costs, and we may still incur additional debt in the future, which may adversely affect our operations and financial results. We may not have sufficient cash flow from our business to pay our substantial debt when due.
  • The conditional conversion feature of the Notes, if triggered, may adversely affect our financial condition and operating results.
  • The capped call transactions may affect the value of the Notes and our common stock.
  • We are subject to counterparty risk with respect to the capped call transactions.
  • Conversion of the Notes will dilute the ownership interest of existing stockholders, including holders who had previously converted their Notes, or may otherwise depress the price of our common stock.
  • General Risks
  • Failure to comply with governmental laws and regulations could harm our business.
  • We are obligated to maintain proper and effective internal controls over financial reporting and any failure to maintain the adequacy of these internal controls may adversely affect investor confidence in our company and, as a result, the value of our common stock.
  • Changes in financial accounting standards may adversely impact our reported results of operations.
  • If our goodwill or intangible assets become impaired, we may be required to record a significant charge to earnings.
  • We may require additional capital to support business growth, and this capital might not be available on acceptable terms, if at all.
  • Our business could be negatively affected as a result of actions of activist stockholders or others.
  • Anti-takeover provisions in our charter documents, our indenture and under Delaware law could make acquiring us more difficult, limit attempts by our stockholders to replace or remove our current management and limit the market price of our common stock.
  • Our amended and restated certificate of incorporation designates the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us.

Legal proceedings

From time to time, we are a party to litigation or subject to claims incident to the ordinary course of business. Although the results of litigation and claims cannot be predicted with certainty, we currently believe that the final outcome of these ordinary course matters will not have a material adverse effect on our business, financial condition or results of operations. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

The opening of Item 3, Legal Proceedings.6

Sources

The numbers on this page point here. Each one links to the record it came from.

  1. 1
  2. 2
  3. 3
    Company websiteRapid7 logo
  4. 4
  5. 5
  6. 6
  7. 7
  8. 8
  9. 9
  10. 10
  11. 11
  12. 12
  13. 13
  14. 14
  15. 15
  16. 16
  17. 17
  18. 18
  19. 19
  20. 20
  21. 21
  22. 22
  23. 23
  24. 24
  25. 25
  26. 26
  27. 27
  28. 28
  29. 29
  30. 30
  31. 31
  32. 32
  33. 33
  34. 34
  35. 35
  36. 36
  37. 37
  38. 38
  39. 39
  40. 40
  41. 41
  42. 42
  43. 43
  44. 44
  45. 45
  46. 46
  47. 47
  48. 48
  49. 49
  50. 50
  51. 51
  52. 52
  53. 53
  54. 54
  55. 55
  56. 56
  57. 57
  58. 58
  59. 59
  60. 60
  61. 61
  62. 62
  63. 63
  64. 64
  65. 65
  66. 66
  67. 67
  68. 68