10-K/A: Rapid7 Amends 10-K to Include Compensation Policy

Rapid7, Inc. filed an Amendment No. 1 to its Annual Report on Form 10-K for fiscal year 2025 to include an inadvertently omitted Compensation Recoupment Policy.

Summary

• Rapid7, Inc. filed an Amendment No. 1 (Form 10-K/A) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
• The sole purpose of this amendment is to attach Exhibit 97, the Compensation Recoupment Policy, which was inadvertently omitted from the original filing on February 19, 2026.
• No other changes, modifications, or updates have been made to the financial or other information contained in the Original Filing.
• The amendment includes new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 from the Principal Executive Officer and Principal Financial Officer.
• Paragraphs 3, 4, and 5 of the certifications, and Section 906 certifications, were omitted as no financial statements or disclosures related to Items 307 and 308 of Regulation S-K were included or amended in this filing.
• As of June 30, 2025, the aggregate market value of voting common stock held by non-affiliates was approximately $1,472,401,190, based on a closing price of $23.13 per share.
• The number of shares of common stock outstanding as of February 13, 2026, was 65,893,112.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event. It's a necessary correction for regulatory compliance, neither positively nor negatively impacting the company's operational or financial standing.

Positives

• The company is proactively correcting a prior filing error, demonstrating commitment to regulatory compliance and transparency.
• The inclusion of the Compensation Recoupment Policy enhances corporate governance disclosures.

Negatives

• The initial omission of a required exhibit indicates a minor administrative oversight in the original filing process.

Future Outlook

This amendment does not contain any forward-looking statements or guidance, as its sole purpose is to correct an omission from a previous filing.

Management Comments

• Corey E. Thomas (Chief Executive Officer) certified that, based on his knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made not misleading.
• Rafeal E. Brown (Chief Financial Officer) certified that, based on his knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made not misleading.

Industry Context

StockSavvy.ai notes that this filing is a routine procedural amendment common in SEC reporting, indicating a commitment to full disclosure rather than a significant operational or financial event. It does not reflect broader industry trends or competitive shifts.

Corporate Governance

Stakeholder Impact

• Shareholders: Provides complete disclosure of corporate governance policies, specifically the Compensation Recoupment Policy, ensuring full transparency.
• Regulatory Authorities: Demonstrates compliance with SEC reporting requirements by correcting an omission.

Key Dates

Keywords

Rapid7, 10-K/A, SEC filing, amendment, corporate governance, compensation policy, Sarbanes-Oxley, RPD, cybersecurity