Rapid7, Inc.

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.

Our operations and financial results are subject to various risks and uncertainties that, if they materialize, could adversely affect our business, financial condition and results of operations. In that event, the trading price of our common stock could decline. In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors described below and in Part I, Item 1A. “Risk Factors” of our Annual Report. We may disclose additional changes to risk factors or disclose additional factors from time to time in our future filings with the SEC. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business.

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.

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.

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.

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

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.

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.

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.

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.