Rapid7, Inc.

Current report

We are dependent on the continued services and performance of our senior management and other key employees, and changes in our executive leadership or board of directors could adversely affect our business, operating results and financial condition.

Current report

Our future performance depends on the continued services and contributions of our senior management and other key employees to execute on our business plan and to identify and pursue new opportunities and product innovations. We have experienced changes in our senior leadership team, including the appointment of Wael Mohamed as Chief Executive Officer and Corey Thomas as Executive Chairman, effective June 1, 2026. We have also experienced changes in the composition and leadership of our board of directors, including the resignation of four directors and appointment of two new directors. Our ability to realize the anticipated benefits of these leadership changes depends on successfully managing the transitions and maintaining business momentum during periods of organizational change. These transitions may divert management attention, disrupt operations and affect our ability to retain key employees and execute our business strategy.

Current report

From time to time, there may be additional changes in our senior management team resulting from the termination or departure of our executive officers and key employees. Our senior management and key employees are employed on an at-will basis, which means that they could terminate their employment with us at any time. The temporary or permanent loss of the services of our senior management or other key employees for any reason, or our failure to manage leadership transitions successfully, could significantly delay or prevent the achievement of our development and strategic objectives and harm our business, financial condition and results of operations.

Current report

Actions that we have taken to restructure our business in alignment with our strategic priorities may not be as effective as anticipated.

Current report

On August 7, 2026, our Board approved a restructuring plan designed to simplify our operations, align resources and investments with our core platform, and create capacity to reinvest in capabilities and solutions that improve the customer experience and strengthen our competitive position (the “2026 Restructuring Plan”). The 2026 Restructuring Plan includes a reduction of our workforce by approximately 12%. We may encounter challenges in implementing the 2026 Restructuring Plan that could prevent us from realizing its intended benefits or otherwise adversely affect our business, results of operations and financial condition.

Current report

The 2026 Restructuring Plan involves costs, including cash expenditures for employee transition, notice period and severance payments, employee benefits and related facilitation costs, as well as certain non-cash charges, including in connection with the accelerated vesting of share-based awards. Actual costs may exceed our estimates, and implementation may take longer than anticipated, including as a result of local law and consultation requirements in the countries in which we operate.

Current report

Our restructuring efforts may result in other unintended consequences, including employee attrition beyond our intended reduction in force; damage to our corporate culture and decreased employee morale among our remaining employees; diversion of management attention; damage to our reputation as an employer; and the loss of institutional knowledge and expertise of departing employees. If we experience any of these adverse consequences, the 2026 Restructuring Plan may not achieve or sustain its intended benefits, or the benefits, even if achieved, may not be adequate to meet our long-term profitability and operational expectations, which could adversely affect our business, results of operations and financial condition.

Current report

As we continue to identify areas of cost savings and operating efficiencies, we may consider implementing further measures to reduce operating costs and improve operating margins. We may not be successful in implementing such initiatives, including as a result of factors beyond our control. If we are unable to realize the anticipated savings and efficiencies from our restructuring initiatives or accomplish our business and strategic initiatives, our business, results of operations and financial condition could be materially and adversely affected.

Previous report

Chief Accounting Officer

Previous report

Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

Previous report

** 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. The actual number of shares sold will depend on the satisfaction of certain conditions as set forth in the written plan.

Previous report

*** The Rule 10b5-1 trading arrangement was set to terminate on the earlier of the date all the shares under the plan were sold and the expiration date indicated, subject to early termination for specified events set forth in the plan.

Current report — wording carried from elsewhere

Except as set forth below, there have been no material changes to the risk factors disclosed in Part I, Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on February 19, 2026 (the “Annual Report”). The risk factors below update the corresponding risk factors in our Annual Report.

Previous report — wording carried elsewhere

During the three months ended June 30, 2026, 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”.