Rapid7, Inc 8-K, filed Nov 4, 2025
Rapid7, Inc. (RPD)
8-K
2025-11-04
For: 2025-11-04
View Original
Added on
April 07, 2026
About this 8-K
Rapid7, Inc filed this 8-K on November 4, 2025.
Items reported
- Item 2.02: Financial results
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 1, 2025
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (Address of principal executive offices), including zip code | |||||||||||
(617 ) 247-1717
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
| Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: | ||||||||
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.02 | Results of Operations and Financial Condition. | ||||
On November 4, 2025 , Rapid7, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended September 30, 2025 and the appointment of Rafe Brown as its Chief Financial Officer. The Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information included in this Item 2.02 and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | ||||
Appointment of Chief Financial Officer
On November 1, 2025, the Board of Directors (the “Board”) of the Company appointed Rafe Brown as the Chief Financial Officer of the Company, effective upon the commencement of Mr. Brown’s employment with the Company, which is expected to be on or about December 1, 2025. In this role, Mr. Brown will also serve as the Company’s principal financial officer, with such appointment to be effective on or about December 1, 2025.
Mr. Brown, age 57, has served as an Operating Partner of Francisco Partners, a technology investment firm, since September 2024. Prior to Francisco Partners, Mr. Brown served as the President and Chief Operating Officer of Mimecast Limited, a global provider of next generation cloud security and risk management services for email and corporate information, from August 2022 to November 2023, and as its Chief Financial Officer from March 2019 to August 2022. Prior to Mimecast, Mr. Brown served as Senior Vice President, Chief Financial Officer and Treasurer of SevOne, Inc., a provider of network and infrastructure management, from December 2015 until March 2019. Before joining SevOne, from September 2013 until November 2015, Mr. Brown was Senior Vice President, Chief Financial Officer and Chief Administrative Officer at Pegasystems, Inc., a publicly traded global business process management software provider. Prior to Pegasystems, Mr. Brown spent nine years at salesforce.com, inc., serving most recently as a Senior Vice President of Finance. Mr. Brown began his public accounting career at Arthur Andersen LLP, followed by PricewaterhouseCoopers LLP. He holds a Master of Accounting from Brigham Young University and a Bachelor of Science in accounting from Southern Utah University. He holds a certified public accounting (CPA) designation.
Mr. Brown does not have a family relationship with any director or executive officer of the Company or person nominated or chosen by the Company to become a director or executive officer, and there are no arrangements or understandings between Mr. Brown and any other person pursuant to which Mr. Brown was selected to serve as the Chief Financial Officer of the Company. There have been no transactions involving Mr. Brown that would require disclosure under Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended, or the Exchange Act. In connection with his appointment, it is expected that Mr. Brown will enter into the Company’s standard form of indemnification agreement, the form of which has been filed as Exhibit 10.5 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, filed with the Securities and Exchange Commission on March 10, 2016.
As previously announced in August 2025, Tim Adams, who has served as the Company’s Chief Financial Officer since January 2022, plans to retire from the position of Chief Financial Officer effective upon the commencement of his successor’s employment, which is expected to be on or about December 1, 2025. Thereafter, Mr. Adams will remain with the Company in an advisory capacity during a transition period in order to ensure a smooth and orderly transition of responsibilities.
Offer Letter and Compensatory Arrangements
On November 1, 2025, the Company entered into an offer letter with Mr. Brown (the “Offer Letter”). Pursuant to the Offer Letter, Mr. Brown will report to the Company’s Chief Executive Officer. The Offer Letter does not provide for a specified term of employment and Mr. Brown’s employment will be on an at-will basis. Mr. Brown will receive an annual base salary of $450,000 and will be eligible to receive an annual performance bonus beginning in 2026 provided that he remains employed by the Company through the date such bonus is scheduled to be paid. The target amount of such performance bonus is equal to 75% of Mr. Brown’s annual base salary, and such bonus is to be measured based on objectives mutually agreed between Mr. Brown and the compensation committee of the Board (the “Compensation Committee”) and is subject to the Company’s executive incentive bonus plan then in effect. In addition, Mr. Brown is entitled to receive a one-time sign-on bonus of $250,000, referred to as the Signing Bonus, within 45 days after his start date; provided that, in the event that his employment is
terminated for Cause (as defined in the Company’s 2015 Equity Incentive Plan, as amended (the “Equity Plan”)) or he resigns without Good Reason (as defined in the Severance Agreement (as defined below)) at any time during his first year of employment, Mr. Brown will be required to repay a pro-rata portion of the Signing Bonus, subject to certain taxation and withholding obligations. Mr. Brown is also eligible to participate in the Company’s employee benefit plans, as may be maintained by the Company from time to time, on the same terms as other similarly situated employees of the Company. In addition, Mr. Brown will be required to execute the Company’s Confidentiality, Assignment and Non-Solicitation Agreement.
Under the Offer Letter, Mr. Brown is eligible to receive a restricted stock unit award with an approximate grant date value of $7.5 million, with the underlying number of shares of common stock for such award determined using a 30-trading day average closing price through the date of grant, pursuant to the terms and conditions of the Equity Plan and the applicable award agreement thereunder. The award will vest over a three-year period with one-third vesting on December 15, 2026, with quarterly vesting thereafter, subject to Mr. Brown’s continued service on each such vesting date. Mr. Brown will also be eligible to receive a performance-based restricted stock unit award with an approximate grant date value of $2.5 million no later than March 31, 2026, and a supplemental equity award with an approximate grant date value of up to $5.0 million in the first quarter of 2026, in each case, with terms and conditions determined by the Compensation Committee.
In addition, on November 1, 2025, the Company entered into a Severance and Equity Award Vesting Acceleration Letter Agreement (the “Severance Agreement”) with Mr. Brown. Pursuant to the terms of the Severance Agreement, in the case of a termination for a reason other than Cause or other than as a result of death or disability, or resignation for Good Reason (each, a “Qualifying Termination”), Mr. Brown will be entitled to (subject to his execution of a release of claims): (i) continued payment of base salary for six months following termination of employment and (ii) payment of premiums for continued health benefits under COBRA for up to six months.
If the Qualifying Termination occurs within three months prior to or 12 months following a change in control of the Company, then Mr. Brown will be entitled to (subject to his execution of a release of claims): (i) continued payment of base salary for 12 months following termination of employment, (ii) payment of premiums for continued health benefits under COBRA for up to 12 months, (iii) Mr. Brown’s full target performance bonus for the year in which the termination of employment occurs, and (iv) accelerated vesting of all of Mr. Brown’s equity awards then outstanding on such date of termination of employment.
A copy of the Offer Letter and the Severance Agreement are filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report on a Form 8-K, respectively. The foregoing description of the Offer Letter and the Severance Agreement are a summary only and are qualified in their entirety by the full text of the Offer Letter and the Severance Agreement, which are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. | ||||
(d)Exhibits
| Exhibit No. | Description | |||||||
| 10.1* | ||||||||
| 10.2* | ||||||||
| 99.1* | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) | |||||||
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Rapid7, Inc. | ||||||||||||||||||||
Dated: | By: | /s/ Tim Adams | ||||||||||||||||||
| Tim Adams | ||||||||||||||||||||
| Chief Financial Officer | ||||||||||||||||||||
Rafeal Brown, we’re thrilled to have you as part of our team!
YOUR ROLE Chief Financial Officer | REPORTING TO CEO Corey Thomas | ||||
ANNUAL SALARY $450,000 | START DATE December 1, 2025 | ||||
BONUS TARGET 75% | RESTRICTED STOCK UNITS $10,000,000 * | ||||
At Rapid7, we are on a mission to create a secure digital world for our customers, our industry, and our communities. We do this by embracing tenacity, passion, and collaboration to challenge what’s possible and drive extraordinary impact. With this letter, we invite you to officially accept the opportunity to join our team. Once you sign and return it back to us, we can celebrate the good news and start the next steps of the onboarding process. On behalf of all of us at Rapid7, we look forward to seeing how your contributions and ideas create impact for both your team and your customers - whether they are internal or external. | ||
Rapid7 is an exciting organization and we have a reputation for being innovative. In a survey, our employees described Rapid7 as being: collaborative, edgy, hard-working, zany, fast, urgent, cool, punk, life-changing, energetic, driven, teamwork, and feisty… and some other wonderful words and phrases! We’re looking forward to see what new adjectives you’ll come up with as you influence the culture here.
Right now we want you to read the offer letter, sign and accept it, and get this back to us ASAP so we can tell people the good news! Congratulations on choosing Rapid7 for the best part of your career.
We are pleased to confirm our offer to have you join Rapid7 LLC as Chief Financial Officer, reporting to Corey Thomas (our Chief Executive Officer), with a start date of December 1, 2025. In your capacity as Chief Financial Officer, you will perform the duties and responsibilities that are commensurate with your position and such other duties as may reasonably be assigned to you from time to time by the Chief Executive Officer or our Board of Directors. You agree to devote your full business time, attention and best efforts to the performance of your duties and to the furtherance of Rapid7’s interests. Notwithstanding the foregoing, nothing in this offer letter shall preclude you from devoting responsible periods of time to charitable and community activities and managing personal investments and assets; provided that none of these activities interferes with the performance of your duties hereunder or would otherwise violate any restrictive covenant agreement between you and Rapid7.
Your normal place of work will be the Rapid7 offices located in Boston, Massachusetts.
Your annual salary will be $450,000, payable in accordance with Rapid7’s regular payroll procedures (as may be in effect from time to time), which is currently bi-weekly, and less any applicable withholdings or deductions. Annual salary will be reviewed on an annual basis for increase (but not decrease).
Subject to you commencing your employment with us, you will also receive a cash sign-on bonus of $250,000, payable within 45 days after your start date, less applicable withholdings or deductions (the “Sign-On Bonus”). Should you resign without Good Reason (as defined below) from Rapid7, or are terminated by Rapid7 for Cause, as defined in the Rapid7, Inc. 2015 Equity Incentive Plan, as amended (the “Equity Plan”), at any time during your first year of employment, you will be required to repay a pro-rata portion of the amount of the Sign-On Bonus that was paid to you within 45 days of your resignation or termination of employment, as applicable. If you do not repay the net amount of your Sign-On Bonus within 45 days of your separation date, you agree to have such amount be offset from your salary or other monies owed to you by Rapid7, including, but not limited to, wages, bonus and severance to the extent permitted by applicable law. For the avoidance of doubt, no repayment shall be required in the event that your employment is terminated by the Company without Cause, by you with Good Reason, or due to your death or Disability (as defined in the Equity Plan).
In addition, beginning in 2026, you will be eligible for an annual bonus opportunity expressed as 75% of your annual salary (the “Annual Bonus”). Your Annual Bonus will be measured based on
objectives mutually agreed between you and the Compensation Committee from time to time, and subject to the Rapid7, Inc. Executive Incentive Bonus Plan, as may be amended from time to time. As a condition precedent to earning and receiving your Annual Bonus, you must remain an active employee with Rapid7 through the date the Annual Bonus is paid to you. If your employment has been terminated for any reason before such date, then you will not be entitled to any unpaid bonus even where such bonus has been communicated to you or otherwise determined, except as otherwise set forth in the Severance Agreement (as defined below). Notwithstanding the foregoing, your bonus opportunity for calendar year 2026 shall be not less than 75% of your annual salary.
* In connection with the commencement of your employment with Rapid7 and subject to approval by the Compensation Committee, not later than 30 days following the Start Date, you will receive a “New Hire” restricted stock unit award with a grant date value of $7,500,000, with the underlying number of shares of common stock for such award determined using the 30-trading day average closing price through and including the grant date, pursuant to the terms and conditions of the Equity Plan (or any successor equity incentive plan) and the applicable award agreement thereunder. Such award shall vest over a three-year period with 1/3 vesting on December 15, 2026, with quarterly vesting thereafter, subject to your continued service on such vesting date.
* In connection with the commencement of your employment with Rapid7 and subject to approval by the Compensation Committee, you will also be eligible to receive, not later than March 31, 2026, an “Executive Grant” performance-based restricted stock unit award with an approximate value of $2,500,000, with the terms of such award, including, without limitation, the underlying number of shares of common stock subject to such award, the performance metrics and performance period, the vesting schedule etc., to be determined in the sole discretion of the Compensation Committee.
* In connection with the commencement of your employment with Rapid7 and subject to approval by the Compensation Committee, you will also receive, in the first quarter of calendar 2026, a “Supplemental” equity award with an approximate value of $5,000,000, under a new program to be established by Rapid7, with the terms of such award to be determined in the sole discretion of the Compensation Committee. If such program is not established, and such award is not granted, prior to March 31, 2026, then you will receive, instead of the Supplemental equity award, an additional performance-based restricted stock unit award with an approximate value of $2,000,000, with the terms of such award, including, without limitation, the underlying number of shares of common stock subject to such award, the performance metrics and performance period, the vesting schedule etc., to be determined in the sole discretion of the Compensation Committee.
Rapid7 will enter into its form of Severance and Equity Award Vesting Acceleration Letter Agreement with you following the date hereof (the “Severance Agreement”).
Rapid7 will enter into its form of Indemnity Agreement with you following the date hereof.
During your employment with Rapid7, you will be eligible to participate in the employee benefit plans and programs applicable generally to other similarly situated executives of Rapid7, in accordance with the terms of such plans and programs, as are in effect from time to time.
Any payments made or benefits provided to you under this offer letter or otherwise paid to you in the form of compensation will be net of all withholdings or deductions required by applicable law.
You will be subject to and required to abide by all of Rapid7’s personnel policies applicable to you to the extent applicable to similarly situated employees of Rapid7 or as otherwise required by applicable law or applicable stock exchange listing rules, including, without limitation, the Rapid7, Inc. Compensation Recoupment Policy, the Rapid7, Inc. Amended and Restated Insider Trading and Trading Window Policy, stock ownership guidelines and any other code of conduct or personnel policy adopted by Rapid7 (as in effect from time to time).
It is intended that the provisions of this offer letter comply with or are exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (together with the regulations and other interpretive guidance issued thereunder, “Section 409A”), and all provisions of this offer letter will be construed and interpreted in a manner consistent with such intent. In no event shall Rapid7 or any of its affiliates be liable for any additional tax, interest or penalty that may be imposed on you by Section 409A.
Rapid7 is an “at-will” employer. That means that both employees and Rapid7 have the right to terminate employment at any time, with or without advance notice, and with or without cause. No one other than an officer of Rapid7 (or any other duly authorized person) has the authority to alter this arrangement, to enter into an agreement for employment for a specified period of time, or to make any agreement contrary to this policy, and any such agreement must be in writing and must be signed by an officer of Rapid7 and by the affected employee. For the avoidance of doubt, alterations to this offer letter or the Severance Agreement may not be made without your consent.
The terms of this offer letter, and any action arising hereunder, shall be governed by and construed in accordance with the domestic laws of the Commonwealth of Massachusetts without giving effect to any choice of law or conflict of law provision or rule (whether of the Commonwealth of Massachusetts or other jurisdiction) that would cause the application of the laws of any jurisdiction other than the Commonwealth of Massachusetts and I hereby expressly consent to the personal jurisdiction and venue of the state and federal courts located in the Commonwealth of Massachusetts for any lawsuit filed there against me by Rapid7 arising from or related to this Agreement. Your offer is contingent upon (1) successful completion of a routine background investigation and references; (2) signing of the Rapid7 Confidentiality, Assignment, and Non-Solicitation Agreement; (3) signing of the Rapid7 Media Release Form; (4) signing of the Rapid7 Employee Handbook, which acknowledges all Rapid7 policies; and (5) your completion and Rapid7’s review of your responses to its 2025 Executive Officers’ Questionnaire. You also must establish your identity and authorization to work as required by the Immigration Reform and Control Act of 1986 (IRCA). Under separate cover you will receive a copy of the Employment Verification Form (I-9), with instructions required by IRCA;.
This letter sets forth our entire agreement and understanding regarding the terms of your employment with Rapid7 and supersedes any prior representations or agreements, whether written or oral. Please let us know of your decision to join Rapid7 by signing a copy of this offer letter and returning it to us no later than 5:00 p.m. Eastern Time two (2) business days after the date of this offer letter.
We look forward to you accepting our offer and becoming part of the Rapid7 team.
Accepted and Agreed:
Signature: /s/ Rafe Brown Date: November 1, 2025
Rapid7: /s/ Katie Kulikoski
Katie Kulikoski, Chief People Officer
RAPID7, INC.
November 1, 2025
Re: Severance and Equity Award Vesting Acceleration
Dear Rafeal Brown:
We are pleased to inform you that the Compensation Committee of the Board of Directors of Rapid7, Inc. (the “Company”) has approved severance and vesting acceleration terms for you, which are described in this letter agreement (the “Agreement”).
The vesting acceleration described in Section 2, below shall apply to each of your outstanding compensatory equity awards granted to you prior to the date hereof under the Company’s 2011 Stock Option and Grant Plan, as amended (the “2011 Plan”) or the Company’s 2015 Equity Incentive Plan, as amended (the “2015 Plan” and together with the 2011 Plan, the “Plans”) that are subject to a time-based vesting schedule to the extent such awards were granted to you while you were an Eligible Employee (as defined below) (the “Equity Awards”). Capitalized terms used in this Agreement and not defined herein shall have the meanings set forth in the applicable Plan. This Agreement amends the terms of the Equity Awards that have previously been granted to you and are currently outstanding. Further, unless otherwise expressly provided by the Company at the time of grant, any future compensatory equity awards covering Company common stock, including awards of stock options, restricted stock, restricted stock units or other types of equity awards, as applicable, that the Company may grant to you in the future and that are subject to a time-based vesting schedule shall also be deemed to be “Equity Awards” for purposes of this Agreement to the extent such award(s) are granted to you while you are an Eligible Employee. For purposes of clarity, any compensatory equity awards that are subject to performance-based vesting shall not be deemed to be “Equity Awards” hereunder and shall only vest, if at all, in accordance with the terms of the applicable Plan and award agreement.
1. Severance. If you experience a Qualifying Termination (as defined below) while you are an Eligible Employee (and disregarding for this purpose, any reduction in your job duties, authorities or responsibilities that results in a termination of your employment for Good Reason), then, provided you timely comply with the conditions described in Section 3:
(a) the Company will pay you an amount equal to your then current base salary (disregarding for this purpose, any reduction of your base salary that results in a termination of your employment for Good Reason) for the applicable Severance Period, payable in substantially equal installments in accordance with the Company’s regular payroll practice over such period, commencing within 60 days after the date of your Qualifying Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments shall begin to be paid in the second calendar year and the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the date of your Qualifying Termination;
(b) if you timely elect to continue coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay your COBRA premiums, and any applicable Company COBRA premiums, necessary to continue your then-current coverage until the earliest of (A) the end of the applicable Severance Period, (B) the expiration of your eligibility for the continuation coverage under COBRA and (C) the date you become eligible to enroll in a health insurance plan offered by another employer or entity. You agree to immediately notify the Company in writing of any such enrollment or eligibility for enrollment and the Company’s obligation to pay any COBRA premiums shall immediately cease. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot provide the foregoing benefit without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof provide you with a taxable monthly amount (which amount shall be based on the premium for the first month of COBRA coverage hereunder), which payments shall be made regardless of whether you elect COBRA continuation coverage. If the Company elects to make such payments in lieu of paying such COBRA premiums, the payments will end on the earlier of (x) the date on which you voluntarily enroll in a health insurance plan offered by another employer or (y) the end of the Severance Period; and
(c) if such Qualifying Termination occurs during the Change in Control Period, then the Company shall pay you a lump-sum amount equal to 100% of your target annual cash performance bonus for the year of termination (or, if greater, your target annual cash performance bonus as in effect immediately prior to the Change of Control), payable on the first regular payroll date of the Company that is 60 days following the date of such termination (or, if later, the date of such Change in Control);
2. Equity Award Vesting Acceleration.
(a) If, in connection with a Change in Control, (x) an Equity Award is assumed or continued by the successor or acquiror entity in such Change in Control or such Equity Award is substituted for a similar award of the successor or acquiror entity, and (y) you experience a Qualifying Termination within the Change in Control Period, then, provided you timely comply with the conditions described in Section 3 below, you will become vested, effective as of the date that is 60 days following the date of such Qualifying Termination (or, if later, the effective date of such Change in Control) with respect to 100% of any then unvested portion of any applicable Equity Award.
(b) If, in connection with a Change in Control, an Equity Award shall terminate and will not be so assumed or continued by the successor or acquiror entity in such Change in Control or substituted for a similar award of the successor or acquiror entity, then, you will become vested, with respect to 100% of any then unvested portion of any applicable Equity Award, effective immediately prior to, but subject to the consummation of such Change in Control.
3. Conditions to Receipt of Severance and Equity Award Vesting Acceleration. In order to receive the severance and Equity Award vesting acceleration described in Sections 1 and 2(a), above, you must sign a separation agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in a form and manner satisfactory to the Company (the “Separation Agreement and Release”) and the Separation Agreement and Release must become irrevocable, all within 60 days after your Qualifying Termination. In order to effect the provisions of this Section 3, any termination or forfeiture of any unvested Equity Awards eligible for acceleration of vesting pursuant to Section 2(a) above that otherwise would have occurred on or within 60 days after your Qualifying Termination will be delayed until the 60th day after the date of your Qualifying Termination (but, in the case of any stock option, not later than the expiration date of such stock option specified in the applicable option agreement) and will only occur to the extent such equity awards do not vest pursuant to Section 2(a) above and, for purposes of clarity, no additional vesting of any Equity Award shall occur during such 60 day period.
4. Certain Definitions. For purposes of this Agreement, the following terms shall have the following meanings:
(a) “Cause” will have the meaning ascribed to such term in the 2015 Plan.
(b) “Change in Control Period” means the period commencing three months prior to, and ending 12 months following, a Change in Control.
(c) “Eligible Employee” means an employee of the Company having the title of Senior Vice President or higher.
(d) “Good Reason” shall mean the occurrence any of the following, in each case without your written consent provided that you must (i) give written notice to the Company’s Chief Executive Officer within 30 days after the first occurrence of the first event giving rise to Good Reason setting forth the basis for your resignation (which shall be specified in reasonable detail), (ii) allow the Company at least 30 days from receipt of such written notice to cure such event, and (iii) if such event is not reasonably cured within such period, you must resign from all positions you then hold with the Company and its affiliates, effective not later than 90 days after the expiration of the cure period: (A) a material decrease in your then current base salary, except for across-the-board reductions similarly affecting all or substantially all similarly situated employees of the Company, (B) a material reduction in your job duties, authorities or responsibilities, provided, however, that a change in job position (including a change in title) shall not be deemed a “material reduction” in and of itself unless your new duties are materially reduced from your prior duties, (C) a relocation of your regular place of work to any location that increases your one-way commute by more than 50 miles of your then-current principal place of employment immediately prior to such relocation, or (D) a material breach by the Company of its obligations under this
Agreement or other agreement between you and the Company. Your right to terminate your employment as a result of Good Reason shall not be affected by your incapacity due to physical or mental illness. Subject to the notice requirements above, your continued employment from the date Good Reason first exists and the date upon which you terminate your employment with the Company shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder. Notwithstanding anything to the contrary in this Agreement, Good Reason shall be deemed to exist in the event that following a Change in Control of the Company you do not remain the Chief Financial Officer of the new or surviving entity or its ultimate parent entity.
(e) “Qualifying Termination” means a termination of your Continuous Service (as defined in the 2015 Plan) either (x) by the Company without Cause or (y) by you with Good Reason. Termination of Continuous Service due to your death or Disability (as defined in the 2015 Plan) will not constitute a Qualifying Termination.
(f) “Severance Period” means 6 months, provided that the Severance Period shall instead be 12 months to the extent that a Qualifying Termination occurs during the Change in Control period.
5. Section 409A. The payments and benefits under this Agreement are intended to qualify for an exemption from application of Section 409A of the Code (“Section 409A”) or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly. To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A, and to the extent that such payment or benefit is payable upon the termination of your employment, then such payments or benefits will be payable only upon your “separation from service.” The determination of whether and when a separation from service has occurred will be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). Anything in this Agreement to the contrary notwithstanding, if at the time of your separation from service, the Company determines that you are a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that you become entitled to under this Agreement on account of your separation from service would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment will not be payable and such benefit will not be provided until the date that is the earlier of (A) six months and one day after your separation from service, (B) your death, or (C) such earlier date as permitted under Section 409A without imposition of adverse taxation. If any such delayed cash payment is otherwise payable on an installment basis, the first payment will include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments will be payable in accordance with their original schedule. The Company makes no representation or warranty and will have no liability to you or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A but do not satisfy an exemption from, or the conditions of, Section 409A.
6. Parachute Payments. If any payment or benefit you would receive from the Company or otherwise in connection with a Change in Control or other similar transaction (a “280G Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then any such 280G Payment (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in your receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, the reduction shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for you. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”).
Notwithstanding the foregoing, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction
Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for you as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code.
Unless you and the Company agree on an alternative accounting firm, the accounting firm engaged by the Company for general tax compliance purposes as of the day prior to the effective date of the change of control transaction triggering the Payment shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the change of control transaction, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The Company shall use commercially reasonable efforts to cause the accounting firm engaged to make the determinations hereunder to provide its calculations, together with detailed supporting documentation, to you and the Company within 15 calendar days after the date on which your right to a 280G Payment becomes reasonably likely to occur (if requested at that time by you or the Company) or such other time as requested by you or the Company.
If you receive a Payment for which the Reduced Amount was determined pursuant to clause (x) of the first paragraph of this Section and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, you shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of the first paragraph of this Section so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) in the first paragraph of this Section, you shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.
7. Miscellaneous. This Agreement set forth the entire understanding between you and the Company with respect to the subject matter hereto and supersedes all prior oral and written agreements, promises and/or representations on that subject. This Agreement is not an agreement of employment and shall not confer upon you any right to be retained by or in the employ of the Company and shall not interfere in any way with the right of the Company to terminate your employment or service arrangement at any time or for any reason. This Agreement will be binding upon any surviving entity resulting from a Change in Control of the Company and upon any other person who is a successor by merger, acquisition, consolidation or otherwise to the business formerly carried on by the Company without regard to whether or not such person or entity actively assumes the obligations hereunder. The terms of this Agreement, and any action arising hereunder, shall be governed by and construed in accordance with the domestic laws of the Commonwealth of Massachusetts giving effect to any choice of law or conflict of law provision or rule (whether of the Commonwealth of Massachusetts or other jurisdiction) that would cause the application of the laws of any jurisdiction other than the Commonwealth of Massachusetts and you hereby expressly consent to the personal jurisdiction and venue of the state and federal courts located in the Commonwealth of Massachusetts for any lawsuit filed there against me by Company arising from or related to this Agreement.
* * *
Except as provided herein, all terms and conditions of your Equity Awards and any other written agreement between you and the Company remain in full force and effect and are not amended by this Agreement.
Please countersign below to acknowledge your receipt of this Agreement and your agreement to the terms described herein.
With best regards,
/s/ Katie Kulikoski
Katie Kulikoski
Chief People Officer
Acknowledged and agreed:
/s/ Rafe Brown
Name: Rafe Brown
Date: November 1, 2025
[Signature Page to Severance Letter]
Exhibit 99.1
Rapid7 Announces Third Quarter 2025 Financial Results
•Annualized recurring revenue (“ARR”) of $838 million, an increase of 2% year-over-year
•Total revenue of $218 million, up 2% year-over-year; Product subscriptions revenue of $210 million, up 2% year-over-year
•GAAP operating income of $5.9 million; Non-GAAP operating income of $37 million
•Net cash provided by operating activities of $38 million; Free cash flow of $30 million
Boston, MA – November 4, 2025 – Rapid7, Inc. (Nasdaq: RPD), a leader in threat detection and exposure management, today announced its financial results for the third quarter 2025.
"We ended the third quarter with $838 million in ARR as our AI-driven Command Platform continues to gain market validation," said Corey Thomas, CEO of Rapid7. "With our differentiated approach to expert-guided AI and automation, combined with strategic go-to-market enhancements, we're well-positioned to capitalize on the growing demand for integrated security operations platforms."
New CFO Appointment
The company today announced the appointment of Rafe Brown as Chief Financial Officer (CFO), effective December 1, 2025. Mr. Brown will assume the CFO role from current Rapid7 CFO Tim Adams, who has served as Rapid7's Chief Financial Officer since January 2022, and announced his intent to retire from his position in August 2025. Mr. Brown brings extensive industry and executive leadership experience across multiple public companies, most recently at Mimecast where he served initially as Chief Financial Officer, and then later as President and COO. He brings with him a strong track record of driving operational excellence, scaling growth in SaaS businesses, and building high-performing teams.
“We are thrilled to welcome Rafe to Rapid7’s leadership team,” said Corey Thomas, CEO of Rapid7. “The deep financial and operational expertise he brings to our team will be instrumental in our journey ahead as we look to scale our growth and profitability in the years ahead.”
Third Quarter 2025 Financial Results and Other Metrics
| As of September 30, | ||||||||||||||||||||
| 2025 | 2024 | % Change | ||||||||||||||||||
| (dollars in thousands) | ||||||||||||||||||||
| ARR | $ | 837,730 | $ | 823,104 | 2 | % | ||||||||||||||
| Number of customers | 11,618 | 11,619 | — | % | ||||||||||||||||
| ARR per customer | $ | 72.1 | $ | 70.8 | 2 | % | ||||||||||||||
rapid7.com
| Three months ended September 30, | ||||||||||||||||||||
| 2025 | 2024 | % Change | ||||||||||||||||||
| (in thousands, except per share data) | ||||||||||||||||||||
| Product subscriptions revenue | $ | 210,146 | $ | 205,593 | 2 | % | ||||||||||||||
| Professional services revenue | 7,814 | 9,061 | (14 | %) | ||||||||||||||||
| Total revenue | $ | 217,960 | $ | 214,654 | 2 | % | ||||||||||||||
| North America revenue | $ | 162,710 | $ | 163,730 | (1 | %) | ||||||||||||||
| Rest of world revenue | 55,250 | 50,924 | 8 | % | ||||||||||||||||
| Total revenue | $ | 217,960 | $ | 214,654 | 2 | % | ||||||||||||||
| GAAP gross profit | $ | 152,976 | $ | 151,497 | ||||||||||||||||
| GAAP gross margin | 70% | 71% | ||||||||||||||||||
| Non-GAAP gross profit | $ | 159,857 | $ | 159,048 | ||||||||||||||||
| Non-GAAP gross margin | 73% | 74% | ||||||||||||||||||
| GAAP income from operations | $ | 5,903 | $ | 12,817 | ||||||||||||||||
| GAAP operating margin | 3% | 6% | ||||||||||||||||||
| Non-GAAP income from operations | $ | 36,906 | $ | 43,952 | ||||||||||||||||
| Non-GAAP operating margin | 17% | 20% | ||||||||||||||||||
| GAAP net income | $ | 9,809 | $ | 15,410 | ||||||||||||||||
| GAAP net income per share, basic | $ | 0.15 | $ | 0.24 | ||||||||||||||||
| GAAP net income per share, diluted | $ | 0.15 | $ | 0.21 | ||||||||||||||||
| Non-GAAP net income | $ | 41,910 | $ | 47,762 | ||||||||||||||||
| Non-GAAP net income per share: | ||||||||||||||||||||
| Basic | $ | 0.65 | $ | 0.76 | ||||||||||||||||
| Diluted | $ | 0.57 | $ | 0.66 | ||||||||||||||||
| Adjusted EBITDA | $ | 43,514 | $ | 50,083 | ||||||||||||||||
| Net cash provided by operating activities | $ | 38,199 | $ | 43,969 | ||||||||||||||||
| Free cash flow | $ | 30,111 | $ | 38,502 | ||||||||||||||||
For additional details on the reconciliation of non-GAAP measures and certain other business metrics to their nearest comparable GAAP measures, please refer to the accompanying financial data tables included in this press release. The prior year period reflects an immaterial correction. Refer to Note 15, Immaterial Correction of an Error, in the notes to our unaudited condensed consolidated financial statements for further information.
rapid7.com
Recent Business Highlights
•In November, Rapid7 announced an expanded partnership with Microsoft to advance modern detection and response, bringing together Rapid7’s SOC expertise with Microsoft’s security ecosystem to simplify operations, strengthen protection, and unlock new value for joint customers.
•In October, Rapid7 announced new AI-generated risk intelligence as part of the Command Platform, delivered through Remediation Hub. The new capability accelerates remediation by giving security teams a clear, contextual and actionable view of each exposure, helping teams to prioritize remediation and drive measurable risk reduction.
•In October, Rapid7 was recognized in the Gartner® Magic Quadrant™ for Security Information and Event Management (SIEM), marking the seventh consecutive year that Rapid7 has been placed in the report.
•In October, Rapid7 announced its strategic expansion into the UAE, marking a significant investment in the region and reinforcing Rapid7’s long-term commitment to support the nation’s digital transformation and cyber resilience goals.
•In August, Rapid7 was named a leader in the IDC MarketScape for Exposure Management. Rapid7 was recognized in part for its Command Platform, an AI-powered security operations platform that unifies solutions for both exposure management and threat detection and response to deliver deep and broad situational awareness.
•In August, Rapid7 launched Vector Command Advanced, expanding its continuous red teaming and exposure validation service to help organizations meet compliance requirements with internal penetration and segmentation testing on top of validating the effectiveness of internal controls and lateral movement protections.
•In August, Rapid7 released a new Access Brokers Report, a new research analysis leveraging six months of threat intelligence data to uncover new insights into how initial access to compromised businesses is being sold, and the steps defenders can take to disrupt the process.
Fourth Quarter and Full Year 2025 Guidance
Rapid7 anticipates ARR, revenue, non-GAAP income from operations, non-GAAP net income per share and free cash flow to be in the following ranges:
Fourth Quarter 2025 | Full-Year 2025 | ||||||||||||||||||||||
| (in millions, except per share data) | |||||||||||||||||||||||
| ARR | Approximately flat compared to Q3 2025 | ||||||||||||||||||||||
| Revenue | $214 | to | $216 | $856 | to | $858 | |||||||||||||||||
| Year-over-year growth | (1)% | to | —% | 1% | to | 2% | |||||||||||||||||
| Non-GAAP income from operations | $25 | to | $30 | $130 | to | $135 | |||||||||||||||||
| Non-GAAP net income per share | $0.37 | to | $0.44 | $2.02 | to | $2.09 | |||||||||||||||||
| Weighted average shares outstanding | 76.6 | 75.9 | |||||||||||||||||||||
| Free cash flow | $125 | to | $135 | ||||||||||||||||||||
The guidance provided above is forward-looking in nature. Actual results may differ materially. See the cautionary note regarding “Forward-Looking Statements” below. Guidance for the fourth quarter 2025 does not include any potential impact of foreign exchange gains or losses. The guidance provided above is based on a number of assumptions, estimates and expectations as of the date of this press release and, while presented with numerical specificity, this guidance is inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond Rapid7's control and are based upon specific assumptions with respect to future business decisions or economic conditions, some of which may change. Rapid7 undertakes no obligation to update guidance after this date.
Non-GAAP guidance excludes estimates for stock-based compensation expense, amortization of acquired intangible assets, amortization of debt issuance costs, and certain other items such as acquisition-related expenses, impairment of long-lived assets, restructuring expense, induced conversion expense, change in the fair value of derivative assets, non-ordinary course litigation-related expenses and discrete tax items. Rapid7 has provided a reconciliation of each non-GAAP guidance measure
rapid7.com
to the most comparable GAAP measures in the financial statement tables included in this press release. The reconciliation does not reflect any items that are unknown at this time, including, but not limited to, non-ordinary course litigation-related expenses, which we are not able to predict without unreasonable effort due to their inherent uncertainty.
Conference Call and Webcast Information
Rapid7 will host a conference call today, November 4, 2025, to discuss its results at 4:30 p.m. Eastern Time. The call will be available live via webcast on Rapid7's website at https://investors.rapid7.com. A webcast replay of the conference call will be available at https://investors.rapid7.com.
About Rapid7
Rapid7, Inc. (NASDAQ: RPD) is on a mission to create a safer digital world by making cybersecurity simpler and more accessible. We empower security professionals to manage a modern attack surface through our best-in-class technology, leading-edge research, and broad, strategic expertise. Rapid7’s comprehensive security solutions help more than 11,000 global customers unite cloud risk management with threat detection and response to reduce attack surfaces and eliminate threats with speed and precision. For more information, visit our website, check out our blog, or follow us on LinkedIn or X.
Non-GAAP Financial Measures and Other Metrics
To supplement our consolidated financial statements, which are prepared and presented in accordance with generally accepted accounting principles in the United States (“GAAP”), we provide investors with certain non-GAAP financial measures and other metrics, which we believe are helpful to our investors. We use these non-GAAP financial measures and other metrics for financial and operational decision-making purposes and as a means to evaluate period-to-period comparisons. We also use certain non-GAAP financial measures as performance measures under our executive bonus plan. We believe that these non-GAAP financial measures and other metrics provide useful information about our operating results, enhance the overall understanding of past financial performance and future prospects and allow for greater transparency with respect to metrics used by our management in its financial and operational decision-making.
While our non-GAAP financial measures are an important tool for financial and operational decision-making and for evaluating our own operating results over different periods of time, you should review the reconciliation of our non-GAAP financial measures to the comparable GAAP financial measures included below, and not rely on any single financial measure to evaluate our business.
Non-GAAP Financial Measures
We disclose the following non-GAAP financial measures: non-GAAP gross profit, non-GAAP income from operations, non-GAAP net income, non-GAAP net income per share, adjusted EBITDA and free cash flow. We also disclose non-GAAP gross margin and non-GAAP operating margin derived from these financial measures.
We define non-GAAP gross profit, non-GAAP income from operations, non-GAAP net income and non-GAAP net income per share as the respective GAAP balances excluding the effect of stock-based compensation expense, amortization of acquired intangible assets, amortization of debt issuance costs and certain other items such as acquisition-related expenses, impairment of long-lived assets, change in the fair value of derivative assets, restructuring expense, induced conversion expense and discrete tax items. Non-GAAP net income per basic and diluted share is calculated as non-GAAP net income divided by the weighted average shares used to compute net income per share, with the number of weighted average shares decreased, when applicable, to reflect the anti-dilutive impact of the capped call transactions entered into in connection with our convertible senior notes.
We believe these non-GAAP financial measures are useful to investors in assessing our operating performance due to the following factors:
Stock-based compensation expense. We exclude stock-based compensation expense because of varying available valuation methodologies, subjective assumptions and the variety of equity instruments that can impact our non-cash expense. We believe that providing non-GAAP financial measures that exclude stock-based compensation expense allows for more meaningful comparisons between our operating results from period to period.
Amortization of acquired intangible assets. We believe that excluding the impact of amortization of acquired intangible assets allows for more meaningful comparisons between operating results from period to period as the intangible assets are valued at the time of acquisition and are amortized over several years after the acquisition.
Amortization of debt issuance costs. The expense for the amortization of debt issuance costs related to our convertible senior notes and our former revolving credit facility is a non-cash item, and we believe the exclusion of this interest expense provides a more useful comparison of our operational performance in different periods.
rapid7.com
Induced conversion expense. In conjunction with the third quarter of 2023 partial repurchase of our 2.25% convertible senior notes due 2025, we incurred a non-cash induced conversion expense of $53.9 million. We exclude induced conversion expense because this amount is not indicative of the performance of or trends in our business, and neither is comparable to the prior period nor predictive of future results.
Non-ordinary course litigation-related expenses. We exclude non-ordinary course litigation expense because we do not consider legal costs and settlement fees incurred in litigation and litigation-related matters of non-ordinary course lawsuits and other disputes to be indicative of our core operating performance. We do not adjust for ordinary course legal expenses, including legal costs and settlement fees resulting from maintaining and enforcing our intellectual property portfolio and license agreements.
Acquisition-related expenses. We exclude acquisition-related expenses, including accretion expense associated with contingent consideration, as costs that are unrelated to the current operations and are neither comparable to the prior period nor predictive of future results.
Change in fair value of derivative assets. The expense for the change in fair value of derivative assets related to our 2023 capped calls settlement is a non-cash item and we believe the exclusion of this other income (expense) provides a more useful comparison of our operational performance in different periods.
Impairment of long-lived assets. Impairment of long-lived assets consists of impairment charges allocated to the carrying amount of certain operating right-of-use assets and the associated leasehold improvements when the carrying amounts exceed their respective fair values and we believe the exclusion of the impairment charges provides a more useful comparison of our operational performance in different periods.
Restructuring expense. We exclude non-ordinary course restructuring expenses related to our restructuring plan, that was completed during fiscal year 2024, because we do not believe these charges are indicative of our core operating performance and we believe the exclusion of the restructuring expenses provides a more useful comparison of our performance in different periods.
Discrete tax items. We exclude certain discrete tax items such as income tax expenses or benefits that are not related to ongoing business operations in the current year and adjustments to uncertain tax position reserves as these charges are not indicative of our ongoing operating results, and they are not considered when we are forecasting our future results.
Anti-dilutive impact of capped call transaction. Our capped call transactions are intended to offset potential dilution from the conversion features in our convertible senior notes. Although we cannot reflect the anti-dilutive impact of the capped call transactions under GAAP, we do reflect the anti-dilutive impact of the capped call transactions in non-GAAP net income (loss) per diluted share, when applicable, to provide investors with useful information in evaluating our financial performance on a per share basis.
Adjusted EBITDA. Adjusted EBITDA is a non-GAAP measure that we define as net income (loss) before (1) interest income, (2) interest expense, (3) other (income) expense, net, (4) provision for (benefit from) income taxes, (5) depreciation expense, (6) amortization of intangible assets, (7) stock-based compensation expense, (8) acquisition-related expenses, and (9) restructuring expense. We believe that the use of adjusted EBITDA is useful to investors and other users of our financial statements in evaluating our operating performance because it provides them with an additional tool to compare business performance across companies and across periods.
Free Cash Flow. Free cash flow is a non-GAAP measure that we define as cash provided by operating activities less purchases of property and equipment and capitalization of internal-use software costs. We consider free cash flow to be a liquidity measure that provides useful information to management and investors about the amount of cash generated by the business after necessary capital expenditures.
We include all non-GAAP financial measures in the current year or any comparative year that will be included in the non-GAAP reconciliation during the current fiscal year annual Form 10-K. As such, not all non-GAAP financial measures listed above may be included in the current reporting period non-GAAP reconciliation in the GAAP to Non-GAAP Reconciliation section below.
Our non-GAAP financial measures may not provide information that is directly comparable to that provided by other companies in our industry, as other companies in our industry may calculate non-GAAP financial results differently, particularly related to non-recurring, unusual items. In addition, there are limitations in using non-GAAP financial measures because the non-GAAP financial measures are not prepared in accordance with GAAP, may be different from non-GAAP financial measures used by other companies and exclude expenses that may have a material impact upon our reported financial results. Further, stock-based compensation expense has been and will continue to be for the foreseeable future a significant recurring expense in our business and an important part of the compensation provided to our employees.
rapid7.com
Other Metrics
ARR. ARR is defined as the annual value of all recurring revenue related to contracts in place at the end of the period. ARR should be viewed independently of revenue and deferred revenue as ARR is an operating metric and is not intended to be combined with or replace these items. ARR is not a forecast of future revenue, which can be impacted by contract start and end dates and renewal rates, and does not include revenue reported as professional services revenue in our consolidated statement of operations.
Number of Customers. We define a customer as any entity that has an active Rapid7 recurring revenue contract as of the specified measurement date, excluding InsightOps and Logentries only customers with a contract value of less than $2,400 per year.
ARR per Customer. We define ARR per customer as ARR divided by the number of customers at the end of the period.
Cautionary Language Concerning Forward-Looking Statements
This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, the statements regarding our financial guidance for the fourth quarter and full-year 2025, and the assumptions underlying such guidance. Our use of the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “will” and similar expressions are intended to identify forward-looking statements. The events described in our forward-looking statements are subject to a number of risks and uncertainties, assumptions and other factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by the forward-looking statements. Risks that could cause or contribute to such differences include, but are not limited to, growing macroeconomic uncertainty, unstable market and economic conditions, fluctuations in our quarterly results, our ability to successfully grow our sales of our cloud-based solutions, including through the shift to a consolidated platform sales approach, effectiveness of our restructuring plan that was completed during fiscal year 2024, failure to meet our publicly announced guidance or other expectations about our business, our ability to sustain our revenue growth rate, the ability of our products and professional services to correctly detect vulnerabilities, renewal of our customer's subscriptions, competition in the markets in which we operate, market growth, our ability to innovate and manage our growth, our sales cycles, our ability to integrate acquired companies, exposure to greater than anticipated tax liabilities, and our ability to operate in compliance with applicable laws as well as other risks and uncertainties that could affect our business and results described in our filings with the Securities and Exchange Commission (the “SEC”), including our most recent Annual Report on Form 10-K filed with the SEC on February 28, 2025, particularly in the section entitled "Item 1.A Risk Factors," and in the subsequent reports that we file with the SEC. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those expressed in any forward-looking statements we may make. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this press release.
###
Investor contact:
Ryan Gardella / Ryan Flanagan
ICR, Inc.
investors@rapid7.com
(617) 865-4277
Press contact:
Alice Randall
Director, Global Corporate Communications
press@rapid7.com
(214) 693-4727
rapid7.com
RAPID7, INC.
Condensed Consolidated Balance Sheets (Unaudited)
(in thousands)
| September 30, 2025 | December 31, 2024 | |||||||||||||
| Assets | ||||||||||||||
| Current assets | ||||||||||||||
| Cash and cash equivalents | $ | 130,613 | $ | 334,686 | ||||||||||
| Short-term investments | 276,515 | 187,025 | ||||||||||||
| Accounts receivable, net | 141,339 | 168,242 | ||||||||||||
| Deferred contract acquisition and fulfillment costs, current portion | 47,557 | 52,134 | ||||||||||||
| Prepaid expenses and other current assets | 39,001 | 44,024 | ||||||||||||
| Total current assets | 635,025 | 786,111 | ||||||||||||
| Long-term investments | 227,418 | 37,274 | ||||||||||||
| Property and equipment, net | 31,966 | 32,245 | ||||||||||||
| Operating lease right-of-use assets | 47,536 | 48,877 | ||||||||||||
| Deferred contract acquisition and fulfillment costs, non-current portion | 64,109 | 73,672 | ||||||||||||
| Goodwill | 575,268 | 575,268 | ||||||||||||
| Intangible assets, net | 69,877 | 85,719 | ||||||||||||
| Other assets | 15,208 | 12,868 | ||||||||||||
| Total assets | $ | 1,666,407 | $ | 1,652,034 | ||||||||||
| Liabilities and Stockholders’ Equity | ||||||||||||||
| Current liabilities | ||||||||||||||
| Accounts payable | $ | 15,571 | $ | 18,908 | ||||||||||
| Accrued expenses and other current liabilities | 80,539 | 88,802 | ||||||||||||
| Convertible senior notes, current portion, net | — | 45,895 | ||||||||||||
| Operating lease liabilities, current portion | 15,955 | 15,493 | ||||||||||||
| Deferred revenue, current portion | 422,943 | 461,118 | ||||||||||||
| Total current liabilities | 535,008 | 630,216 | ||||||||||||
| Convertible senior notes, non-current portion, net | 891,279 | 888,356 | ||||||||||||
| Operating lease liabilities, non-current portion | 63,551 | 68,430 | ||||||||||||
| Deferred revenue, non-current portion | 28,342 | 27,078 | ||||||||||||
| Other long-term liabilities | 21,011 | 20,243 | ||||||||||||
| Total liabilities | 1,539,191 | 1,634,323 | ||||||||||||
| Stockholders' equity: | ||||||||||||||
| Common stock | $ | 652 | $ | 635 | ||||||||||
| Treasury stock | (4,765) | (4,765) | ||||||||||||
| Additional paid-in capital | 1,096,652 | 1,011,080 | ||||||||||||
| Accumulated other comprehensive (loss) income | 2,459 | (1,205) | ||||||||||||
| Accumulated Deficit | (967,782) | (988,034) | ||||||||||||
| Total stockholders equity | 127,216 | 17,711 | ||||||||||||
| Total liabilities and stockholders’ equity | $ | 1,666,407 | $ | 1,652,034 | ||||||||||
Note: Certain prior periods reflect immaterial corrections. Refer to Note 15, Immaterial Correction of an Error, in the notes to our unaudited condensed consolidated financial statements for further information.
RAPID7, INC.
Condensed Consolidated Statements of Operations (Unaudited)
(in thousands, except share and per share data)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||
| Revenue: | ||||||||||||||||||||||||||||||||
| Product subscriptions | $ | 210,146 | $ | 205,593 | $ | 622,178 | $ | 602,578 | ||||||||||||||||||||||||
| Professional services | 7,814 | 9,061 | 20,228 | 25,168 | ||||||||||||||||||||||||||||
| Total revenue | 217,960 | 214,654 | 642,406 | 627,746 | ||||||||||||||||||||||||||||
| Cost of revenue: | ||||||||||||||||||||||||||||||||
| Product subscriptions | 58,263 | 56,774 | 169,867 | 166,615 | ||||||||||||||||||||||||||||
| Professional services | 6,721 | 6,383 | 17,656 | 18,528 | ||||||||||||||||||||||||||||
| Total cost of revenue | 64,984 | 63,157 | 187,523 | 185,143 | ||||||||||||||||||||||||||||
| Total gross profit | 152,976 | 151,497 | 454,883 | 442,603 | ||||||||||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||||||||
| Research and development | 46,914 | 44,976 | 142,029 | 126,792 | ||||||||||||||||||||||||||||
| Sales and marketing | 79,296 | 74,821 | 237,943 | 226,042 | ||||||||||||||||||||||||||||
| General and administrative | 20,863 | 18,883 | 65,615 | 62,013 | ||||||||||||||||||||||||||||
| Total operating expenses | 147,073 | 138,680 | 445,587 | 414,847 | ||||||||||||||||||||||||||||
| Income from operations | 5,903 | 12,817 | 9,296 | 27,756 | ||||||||||||||||||||||||||||
| Other income (expense), net: | ||||||||||||||||||||||||||||||||
| Interest income | 6,167 | 5,571 | 17,439 | 15,512 | ||||||||||||||||||||||||||||
| Interest expense | (2,585) | (2,837) | (7,866) | (8,180) | ||||||||||||||||||||||||||||
| Other (expense) income, net | (173) | 2,811 | 5,586 | 681 | ||||||||||||||||||||||||||||
| Income before income taxes | 9,312 | 18,362 | 24,455 | 35,769 | ||||||||||||||||||||||||||||
| (Benefit) provision for income taxes | (497) | 2,952 | 4,203 | 12,415 | ||||||||||||||||||||||||||||
| Net income | $ | 9,809 | $ | 15,410 | $ | 20,252 | $ | 23,354 | ||||||||||||||||||||||||
| Net income per share, basic | $ | 0.15 | $ | 0.24 | $ | 0.31 | $ | 0.37 | ||||||||||||||||||||||||
Net income per share, diluted(1) | $ | 0.15 | $ | 0.21 | $ | 0.31 | $ | 0.31 | ||||||||||||||||||||||||
| Weighted-average common shares outstanding, basic | 64,967,114 | 62,898,078 | 64,404,649 | 62,389,482 | ||||||||||||||||||||||||||||
| Weighted-average common shares outstanding, diluted | 65,181,941 | 74,537,085 | 64,691,079 | 74,225,110 | ||||||||||||||||||||||||||||
(1) We use the if-converted method to compute diluted earnings per share with respect to our convertible senior notes. There was no add-back of interest expense or additional dilutive shares related to the convertible senior notes where the effect was anti-dilutive. On an if-converted basis, for the three months ended September 30, 2025 the 2029 Notes and 2027 Notes were anti-dilutive and for the nine months ended September 30, 2025 the 2029 Notes, 2027 Notes and 2025 Notes were anti-dilutive.
Note: Certain prior periods reflect immaterial corrections. Refer to Note 15, Immaterial Correction of an Error, in the notes to our unaudited condensed consolidated financial statements for further information.
RAPID7, INC.
Condensed Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||
| Cash flows from operating activities: | ||||||||||||||||||||||||||||||||
| Net income | $ | 9,809 | $ | 15,410 | $ | 20,252 | $ | 23,354 | ||||||||||||||||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||||||||||||||||||||
| Depreciation and amortization | 11,200 | 11,238 | 34,254 | 33,457 | ||||||||||||||||||||||||||||
| Amortization of debt issuance costs | 1,098 | 1,217 | 3,116 | 3,325 | ||||||||||||||||||||||||||||
| Stock-based compensation expense | 26,327 | 25,738 | 81,059 | 80,549 | ||||||||||||||||||||||||||||
| Deferred income taxes | (1,300) | — | (1,300) | 1,840 | ||||||||||||||||||||||||||||
| Other | (36) | (3,182) | (4,730) | (4,534) | ||||||||||||||||||||||||||||
| Changes in assets and liabilities: | ||||||||||||||||||||||||||||||||
| Accounts receivable | 8,419 | 2,442 | 25,911 | 22,432 | ||||||||||||||||||||||||||||
| Deferred contract acquisition and fulfillment costs | 4,338 | 1,471 | 14,138 | (493) | ||||||||||||||||||||||||||||
| Prepaid expenses and other assets | 4,459 | 5,632 | (1,339) | 6,062 | ||||||||||||||||||||||||||||
| Accounts payable | (847) | (7,429) | (3,806) | (10,450) | ||||||||||||||||||||||||||||
| Accrued expenses | 1,658 | 978 | (11,578) | (17,413) | ||||||||||||||||||||||||||||
| Deferred revenue | (24,586) | (13,766) | (36,911) | (37,112) | ||||||||||||||||||||||||||||
| Other liabilities | (2,340) | 4,220 | (2,816) | 6,880 | ||||||||||||||||||||||||||||
| Net cash provided by operating activities | 38,199 | 43,969 | 116,250 | 107,897 | ||||||||||||||||||||||||||||
| Cash flows from investing activities: | ||||||||||||||||||||||||||||||||
| Business acquisitions, net of cash acquired | — | (37,198) | — | (37,198) | ||||||||||||||||||||||||||||
| Purchases of property and equipment | (4,137) | (1,342) | (6,446) | (2,242) | ||||||||||||||||||||||||||||
| Capitalization of internal-use software | (3,951) | (4,125) | (11,984) | (10,414) | ||||||||||||||||||||||||||||
| Purchases of investments | (271,022) | (84,528) | (503,038) | (242,494) | ||||||||||||||||||||||||||||
| Sales and maturities of investments | 107,000 | 62,500 | 227,500 | 192,500 | ||||||||||||||||||||||||||||
| Other investing activities | 458 | — | 1,786 | 360 | ||||||||||||||||||||||||||||
| Net cash used in investing activities | (171,652) | (64,693) | (292,182) | (99,488) | ||||||||||||||||||||||||||||
| Cash flows from financing activities: | ||||||||||||||||||||||||||||||||
| Payment of debt issuance costs | (403) | — | (1,693) | — | ||||||||||||||||||||||||||||
| Payments for maturity of convertible senior notes | — | — | (45,992) | — | ||||||||||||||||||||||||||||
| Taxes paid related to net share settlement of equity awards | (537) | (794) | (2,435) | (3,883) | ||||||||||||||||||||||||||||
| Proceeds from employee stock purchase plan | 3,257 | 4,200 | 7,703 | 9,246 | ||||||||||||||||||||||||||||
| Proceeds from stock option exercises | — | 32 | 1,589 | 1,436 | ||||||||||||||||||||||||||||
| Net cash provided by (used in) financing activities | 2,317 | 3,438 | (40,828) | 6,799 | ||||||||||||||||||||||||||||
| Effect of exchange rate changes on cash ,cash equivalents and restricted cash | 422 | 2,846 | 5,272 | 770 | ||||||||||||||||||||||||||||
| Net (decrease) increase in cash, cash equivalents and restricted cash | (130,714) | (14,440) | (211,488) | 15,978 | ||||||||||||||||||||||||||||
| Cash, cash equivalents and restricted cash, beginning of period | $ | 261,327 | $ | 244,548 | $ | 342,101 | $ | 214,130 | ||||||||||||||||||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | 130,613 | $ | 230,108 | $ | 130,613 | $ | 230,108 | ||||||||||||||||||||||||
| Supplemental cash flow information: | ||||||||||||||||||||||||||||||||
| Cash paid for interest on convertible senior notes | 1,313 | 2,625 | 5,768 | 5,840 | ||||||||||||||||||||||||||||
| Cash paid for income taxes, net of payments | 1,412 | 1,568 | 7,124 | 7,073 | ||||||||||||||||||||||||||||
| Reconciliation of cash, cash equivalents and restricted cash: | ||||||||||||||||||||||||||||||||
| Cash and cash equivalents | 130,613 | 222,571 | 130,613 | 222,571 | ||||||||||||||||||||||||||||
| Restricted cash included in other assets | — | 7,537 | — | 7,537 | ||||||||||||||||||||||||||||
| Total cash, cash equivalents and restricted cash | $ | 130,613 | $ | 230,108 | $ | 130,613 | $ | 230,108 | ||||||||||||||||||||||||
Note: Certain prior periods reflect immaterial corrections. Refer to Note 15, Immaterial Correction of an Error, in the notes to our unaudited condensed consolidated financial statements for further information.
RAPID7, INC.
GAAP to Non-GAAP Reconciliation (Unaudited)
(in thousands, except share and per share data)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||
| GAAP total gross profit | $ | 152,976 | $ | 151,497 | $ | 454,883 | $ | 442,603 | ||||||||||||||||||||||||
Add: Stock-based compensation expense(1) | $ | 2,457 | $ | 3,141 | $ | 7,301 | $ | 9,082 | ||||||||||||||||||||||||
Add: Amortization of acquired intangible assets(2) | $ | 4,424 | $ | 4,410 | $ | 13,270 | $ | 12,739 | ||||||||||||||||||||||||
| Non-GAAP total gross profit | $ | 159,857 | $ | 159,048 | $ | 475,454 | $ | 464,424 | ||||||||||||||||||||||||
| Non-GAAP gross margin | 73 | % | 74 | % | 74 | % | 74 | % | ||||||||||||||||||||||||
| GAAP gross profit – product subscriptions | $ | 151,883 | $ | 148,819 | $ | 452,311 | $ | 435,963 | ||||||||||||||||||||||||
| Add: Stock-based compensation expense | $ | 1,931 | $ | 2,685 | $ | 5,716 | $ | 7,785 | ||||||||||||||||||||||||
| Add: Amortization of acquired intangible assets | $ | 4,424 | $ | 4,410 | $ | 13,270 | $ | 12,739 | ||||||||||||||||||||||||
| Non-GAAP gross profit – product subscriptions | $ | 158,238 | $ | 155,914 | $ | 471,297 | $ | 456,487 | ||||||||||||||||||||||||
| Non-GAAP gross margin - product subscriptions | 75 | % | 76 | % | 76 | % | 76 | % | ||||||||||||||||||||||||
| GAAP gross profit – professional services | $ | 1,093 | $ | 2,678 | $ | 2,572 | $ | 6,640 | ||||||||||||||||||||||||
| Add: Stock-based compensation expense | $ | 526 | $ | 456 | $ | 1,585 | $ | 1,297 | ||||||||||||||||||||||||
| Non-GAAP gross profit – professional services | $ | 1,619 | $ | 3,134 | $ | 4,157 | $ | 7,937 | ||||||||||||||||||||||||
| Non-GAAP gross margin - professional services | 21 | % | 35 | % | 21 | % | 32 | % | ||||||||||||||||||||||||
| GAAP income from operations | $ | 5,903 | $ | 12,817 | $ | 9,296 | $ | 27,756 | ||||||||||||||||||||||||
Add: Stock-based compensation expense(1) | $ | 26,327 | $ | 25,738 | $ | 81,059 | $ | 80,549 | ||||||||||||||||||||||||
Add: Amortization of acquired intangible assets(2) | $ | 4,592 | $ | 5,107 | $ | 14,802 | $ | 14,830 | ||||||||||||||||||||||||
Add: Acquisition-related expenses(3) | $ | 84 | $ | 290 | $ | 450 | $ | 568 | ||||||||||||||||||||||||
Add: Restructuring expense(4) | $ | — | $ | — | $ | — | $ | (190) | ||||||||||||||||||||||||
| Non-GAAP income from operations | $ | 36,906 | $ | 43,952 | $ | 105,607 | $ | 123,513 | ||||||||||||||||||||||||
| GAAP net income | $ | 9,809 | $ | 15,410 | $ | 20,252 | $ | 23,354 | ||||||||||||||||||||||||
Add: Stock-based compensation expense(1) | $ | 26,327 | $ | 25,738 | $ | 81,059 | $ | 80,549 | ||||||||||||||||||||||||
Add: Amortization of acquired intangible assets(2) | $ | 4,592 | $ | 5,107 | $ | 14,802 | $ | 14,830 | ||||||||||||||||||||||||
Add: Acquisition-related expenses(3) | $ | 84 | $ | 290 | $ | 450 | $ | 568 | ||||||||||||||||||||||||
| Add: Amortization of debt issuance costs | $ | 1,098 | $ | 1,217 | $ | 3,116 | $ | 3,325 | ||||||||||||||||||||||||
Add: Discrete tax items(5) | $ | — | $ | — | $ | — | $ | 6,360 | ||||||||||||||||||||||||
| Add: Restructuring expense | $ | — | $ | — | $ | — | $ | (190) | ||||||||||||||||||||||||
| Non-GAAP net income | $ | 41,910 | $ | 47,762 | $ | 119,679 | $ | 128,796 | ||||||||||||||||||||||||
Add: Interest expense of convertible senior notes(6) | $ | 1,313 | $ | 1,571 | $ | 4,283 | $ | 4,714 | ||||||||||||||||||||||||
| Numerator for non-GAAP earnings per share calculation | $ | 43,223 | $ | 49,333 | $ | 123,962 | $ | 133,510 | ||||||||||||||||||||||||
| Weighted average shares used in GAAP earnings per share calculation, basic | $ | 64,967,114 | $ | 62,898,078 | $ | 64,404,649 | $ | 62,389,482 | ||||||||||||||||||||||||
Dilutive effect of convertible senior notes(6) | $ | 10,429,891 | $ | 11,183,611 | $ | 10,763,957 | $ | 11,183,611 | ||||||||||||||||||||||||
Dilutive effect of employee equity incentive plans(7) | $ | 214,827 | $ | 455,396 | $ | 286,430 | $ | 652,017 | ||||||||||||||||||||||||
| Weighted average shares used in non-GAAP earnings per share calculation, diluted | $ | 75,611,832 | $ | 74,537,085 | $ | 75,455,036 | $ | 74,225,110 | ||||||||||||||||||||||||
| Non-GAAP net income per share: | ||||||||||||||||||||||||||||||||
| Basic | $ | 0.65 | $ | 0.76 | $ | 1.86 | $ | 2.06 | ||||||||||||||||||||||||
| Diluted | $ | 0.57 | $ | 0.66 | $ | 1.64 | $ | 1.80 | ||||||||||||||||||||||||
(1) Includes stock-based compensation expense as follows: | ||||||||||||||||||||||||||||||||
| Cost of Product | $ | 1,931 | $ | 2,685 | $ | 5,716 | $ | 7,785 | ||||||||||||||||||||||||
| Cost of Services | $ | 526 | $ | 456 | $ | 1,585 | $ | 1,297 | ||||||||||||||||||||||||
| Cost of revenue | $ | 2,457 | $ | 3,141 | $ | 7,301 | $ | 9,082 | ||||||||||||||||||||||||
| Research and development | $ | 9,399 | $ | 9,946 | $ | 30,037 | $ | 26,879 | ||||||||||||||||||||||||
| Sales and marketing | $ | 7,255 | $ | 7,123 | $ | 21,948 | $ | 22,103 | ||||||||||||||||||||||||
| General and administrative | $ | 7,216 | $ | 5,528 | $ | 21,773 | $ | 22,485 | ||||||||||||||||||||||||
(2) Includes amortization of acquired intangible assets as follows: | ||||||||||||||||||||||||||||||||
| Cost of revenue | $ | 4,424 | $ | 4,410 | $ | 13,270 | $ | 12,739 | ||||||||||||||||||||||||
| Sales and marketing | $ | 168 | $ | 652 | $ | 1,472 | 1,956 | |||||||||||||||||||||||||
| General and administrative | $ | — | $ | 45 | $ | 60 | 135 | |||||||||||||||||||||||||
(3) Includes acquisition-related expenses as follows: | ||||||||||||||||||||||||||||||||
| General and administrative | $ | 84 | $ | 290 | $ | 450 | $ | 568 | ||||||||||||||||||||||||
(4) For the nine months ended September 30, 2024, restructuring expense was recorded within general and administrative expense in our condensed consolidated statement of operations. | ||||||||||||||||||||||||||||||||
(5) Includes discrete tax items as follows: | ||||||||||||||||||||||||||||||||
| Provision for income taxes | — | — | — | 6,360 | ||||||||||||||||||||||||||||
(6) We use the if-converted method to compute diluted earnings per share with respect to our convertible senior notes. There was no add-back of interest expense or additional dilutive shares related to the convertible senior notes where the effect was anti-dilutive. | ||||||||||||||||||||||||||||||||
(7) We use the treasury method to compute the dilutive effect of employee equity incentive awards. | ||||||||||||||||||||||||||||||||
Note: Certain prior periods reflect immaterial corrections. Refer to Note 15, Immaterial Correction of an Error, in the notes to our unaudited condensed consolidated financial statements for further information.
RAPID7, INC.
Reconciliation of Net Income to Adjusted EBITDA (Unaudited)
(in thousands)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||
| GAAP net income | $ | 9,809 | $ | 15,410 | $ | 20,252 | $ | 23,354 | ||||||||||||||||||||||||
| Interest income | (6,167) | (5,571) | (17,439) | (15,512) | ||||||||||||||||||||||||||||
| Interest expense | 2,585 | 2,837 | 7,866 | 8,180 | ||||||||||||||||||||||||||||
| Other expense (income), net | 173 | (2,811) | (5,586) | (681) | ||||||||||||||||||||||||||||
| (Benefit) provision for income taxes | (497) | 2,952 | 4,203 | 12,415 | ||||||||||||||||||||||||||||
| Depreciation expense | 2,339 | 2,718 | 7,478 | 8,401 | ||||||||||||||||||||||||||||
| Amortization of intangible assets | 8,861 | 8,520 | 26,776 | 25,056 | ||||||||||||||||||||||||||||
| Stock-based compensation expense | 26,327 | 25,738 | 81,059 | 80,549 | ||||||||||||||||||||||||||||
| Acquisition-related expenses | 84 | 290 | 450 | 568 | ||||||||||||||||||||||||||||
Restructuring expense | — | — | — | (190) | ||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 43,514 | $ | 50,083 | $ | 125,059 | $ | 142,140 | ||||||||||||||||||||||||
Note: Certain prior period reflect immaterial corrections. Refer to Note 15, Immaterial Correction of an Error, in the notes to our unaudited condensed consolidated financial statements for further information.
RAPID7, INC.
Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow (Unaudited)
(in thousands)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||
| Net cash provided by operating activities | $ | 38,199 | $ | 43,969 | $ | 116,250 | $ | 107,897 | ||||||||||||||||||||||||
| Less: Purchases of property and equipment | (4,137) | (1,342) | (6,446) | (2,242) | ||||||||||||||||||||||||||||
| Less: Capitalized internal-use software costs | (3,951) | (4,125) | (11,984) | (10,414) | ||||||||||||||||||||||||||||
| Free cash flow | $ | 30,111 | $ | 38,502 | $ | 97,820 | $ | 95,241 | ||||||||||||||||||||||||
Fourth Quarter and Full-Year 2025 Guidance
GAAP to Non-GAAP Reconciliation
(in millions, except per share data)
Fourth Quarter 2025 | Full-Year 2025 | ||||||||||||||||||||||
| Reconciliation of GAAP (loss) income from operations to non-GAAP income from operations: | |||||||||||||||||||||||
| Anticipated GAAP (loss) income from operations | $ | (10) | to | $ | (5) | $ | (8) | to | $ | (3) | |||||||||||||
| Add: Anticipated stock-based compensation expense | 30 | to | 30 | 118 | to | 118 | |||||||||||||||||
| Add: Anticipated amortization of acquired intangible assets | 5 | to | 5 | 20 | to | 20 | |||||||||||||||||
| Anticipated non-GAAP income from operations | $ | 25 | to | $ | 30 | $ | 130 | to | $ | 135 | |||||||||||||
| Reconciliation of GAAP net (loss) income to non-GAAP net income: | |||||||||||||||||||||||
| Anticipated GAAP net (loss) income | $ | (9) | to | $ | (4) | $ | 5 | to | $ | 10 | |||||||||||||
| Add: Anticipated stock-based compensation expense | 30 | to | 30 | 118 | to | 118 | |||||||||||||||||
| Add: Anticipated amortization of acquired intangible assets | 5 | to | 5 | 20 | to | 20 | |||||||||||||||||
| Add: Anticipated amortization of debt issuance costs | 1 | to | 1 | 4 | to | 4 | |||||||||||||||||
| Anticipated non-GAAP net income | $ | 27 | to | $ | 32 | $ | 147 | to | $ | 152 | |||||||||||||
| Add: Anticipated interest expense on convertible senior notes | 1 | to | 1 | 6 | to | 6 | |||||||||||||||||
| Numerator for non-GAAP earnings per share calculation | $ | 28 | to | $ | 33 | $ | 153 | to | $ | 158 | |||||||||||||
Anticipated GAAP net (loss) income per share1 | $ | (0.14) | $ | (0.06) | $ | 0.07 | $ | 0.15 | |||||||||||||||
| Anticipated non-GAAP net income per share, diluted | $ | 0.37 | $ | 0.44 | $ | 2.02 | $ | 2.09 | |||||||||||||||
| Weighted average shares used in earnings per share calculation, diluted | 76.6 | 75.9 | |||||||||||||||||||||
1 The anticipated GAAP net loss per share is calculated using basic weighted average shares for periods in which the Company anticipated a GAAP net loss. The anticipated GAAP net income per share is calculated using GAAP diluted weighted average shares for periods in which the Company anticipated GAAP net income. | |||||||||||||||||||||||
The reconciliation does not reflect any items that are unknown at this time, including, but not limited to, non-ordinary course litigation-related expenses, which we are not able to predict without unreasonable effort due to their inherent uncertainty. As a result, the estimates shown for Anticipated GAAP loss from operations, Anticipated GAAP net loss and Anticipated GAAP net loss per share are expected to change.
| Full-Year 2025 | |||||||||||
| Reconciliation of net cash provided by operating activities to free cash flow: | |||||||||||
| Anticipated net cash provided by operating activities | $ | 149 | to | $ | 159 | ||||||
| Less: Anticipated purchases of property and equipment | (8) | to | (8) | ||||||||
| Less: Anticipated capitalized internal-use software costs | (16) | to | (16) | ||||||||
| Anticipated free cash flow | $ | 125 | $ | 135 | |||||||