Form 4: Rapid7 Director Thomas Schodorf Receives Significant Restricted Stock Unit Grants

Rapid7, Inc. Director Thomas E. Schodorf was granted 10,502 restricted stock units (RSUs) on June 11, 2025, as part of his compensation, increasing his direct beneficial ownership.

Summary

• Thomas E. Schodorf, a Director of Rapid7, Inc. (RPD), acquired a total of 10,502 shares of common stock in the form of Restricted Stock Units (RSUs) on June 11, 2025.
• One grant consisted of 8,420 RSUs, which are set to vest in full on the earlier of the Issuer's next annual meeting of stockholders held after the grant date or the first anniversary of the grant date, contingent on continued service.
• A second grant of 2,082 RSUs reflects the value of Mr. Schodorf's annual cash compensation, which he elected to receive in equity. These RSUs will vest in four quarterly installments, with the first installment vesting on September 30, 2025, and full vesting on the earlier of the next annual meeting or the first anniversary of the grant date, subject to continued service.
• Following these transactions, Mr. Schodorf's direct beneficial ownership increased to 28,140 shares of common stock.
• Additionally, 16,020 shares are held indirectly through a Family Trust, for which Mr. Schodorf disclaims beneficial ownership.

Sentiment

Score: 7

Explanation: The sentiment is positive as a director is acquiring equity through compensation, aligning their interests with shareholders. This is a routine compensation event, not a sale, which generally signals confidence.

Positives

• The acquisition of Restricted Stock Units by a director aligns management's interests with those of shareholders, as the value of the compensation is tied to the company's stock performance.
• The election by the director to receive annual cash compensation in the form of equity demonstrates confidence in the company's future prospects.

Risks

• The vesting of the granted Restricted Stock Units is contingent on the Reporting Person's continued service with the Issuer, meaning the shares could be forfeited if service ceases before vesting.

Future Outlook

N/A

Industry Context

This filing is a standard disclosure of insider equity compensation and does not provide broader industry context. It reflects a common practice in the technology sector where executive and director compensation often includes equity components to align interests with long-term company performance.

Related Party Transactions

• Shares are held indirectly by a Family Trust, of which the Reporting Person's spouse and child are trustees and beneficiaries. The Reporting Person disclaims beneficial ownership of these securities.

Stakeholder Impact

• Shareholders: The RSU grants align the director's financial interests with the long-term performance of the company, potentially benefiting shareholders through improved governance and strategic decisions.
• Employees: No direct impact mentioned, but director compensation practices can indirectly influence overall compensation philosophy.

Next Steps

• Vesting of 8,420 RSUs on the earlier of the next annual meeting of stockholders or June 11, 2026, subject to continued service.
• Vesting of 2,082 RSUs in four quarterly installments, with the first on September 30, 2025, and full vesting on the earlier of the next annual meeting of stockholders or June 11, 2026, subject to continued service.

Key Dates

Keywords

Rapid7, RPD, SEC Form 4, Insider Transaction, Restricted Stock Units, RSU Grant, Director Compensation, Equity Compensation, Beneficial Ownership