Form 4: Rapid7 CEO's Stock Withholding for Tax

Rapid7 CEO Corey E. Thomas reported the disposition of 12,969 shares of common stock at $21.27 per share to cover tax obligations from RSU vesting.

Summary

• Corey E. Thomas, CEO and Director of Rapid7, Inc. (RPD), reported a change in beneficial ownership.
• On August 15, 2025, 12,969 shares of common stock were disposed of at a price of $21.27 per share.
• This disposition was a 'tax withholding' transaction, where shares were withheld by Rapid7 to satisfy tax obligations arising from the vesting of previously granted restricted stock units (RSUs).
• The RSUs that vested were granted on February 2, 2021, February 15, 2022, February 15, 2023, February 15, 2024, and February 14, 2025.
• Following this transaction, Corey E. Thomas directly holds 593,337 shares of common stock.
• Indirect holdings include 218,748 shares through Thomas Family Holdings LLC and 30,000 shares through the Corey E. Thomas Irrevocable Trust of 2016.

Sentiment

Score: 5

Explanation: The filing reports a routine insider transaction (shares withheld for tax upon RSU vesting) which is neutral in terms of company performance or outlook. It reflects the normal course of executive compensation.

Positives

• Vesting of restricted stock units indicates the fulfillment of equity compensation plans for the CEO.

Negatives

• No direct negative implications for the company's operations or financial health as this was a tax-related transaction, not a discretionary sale.

Risks

• Potential for misinterpretation by investors of the 'disposition' of shares as a discretionary sale rather than a routine tax-related withholding.

Future Outlook

NA

Management Comments

• Represents shares withheld by the Issuer to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units previously granted to the Reporting Person.
• The reporting person is the manager of LLC and has the power to vote and dispose of the shares held by LLC. The reporting person disclaims beneficial ownership of the shares owned by LLC except to the extent of his pecuniary interest therein.
• Represents shares held by the Corey E. Thomas Irrevocable Trust of 2016, which is administrated by an independent trustee, and is for the benefit of the reporting person's immediate and other family members. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

Industry Context

NA

Comparison to Industry Standards

• This is a standard tax withholding transaction for RSU vesting, a common practice across various industries for executives receiving equity compensation.

Related Party Transactions

• Indirect beneficial ownership is held through Thomas Family Holdings LLC and the Corey E. Thomas Irrevocable Trust of 2016, which are related to the reporting person's family.

Stakeholder Impact

• Shareholders: Minimal direct impact as it's a routine tax-related transaction, not a discretionary sale indicating lack of confidence. It confirms the vesting of executive equity, which is part of the compensation structure.
• Employees: No direct impact.
• Customers/Suppliers/Creditors: No direct impact.

Key Dates

Recommendation

This Form 4 details a routine tax-related disposition of shares by the CEO upon the vesting of restricted stock units. Such transactions are common for executives receiving equity compensation and do not typically signal a change in company fundamentals, management's confidence, or strategic direction. Therefore, it does not warrant a change in investment recommendation based solely on this filing.

Keywords

Rapid7, RPD, Corey E. Thomas, CEO, Director, Form 4, Insider Transaction, Stock Ownership, Restricted Stock Units, RSU Vesting, Tax Withholding