8-K
Rapid7, Inc. (RPD)
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): August 6, 2025
Rapid7, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-37496 | 35-2423994 | |
|---|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission<br>File Number) | (IRS Employer<br>Identification No.) | |
| 120 Causeway Street, | |||
| --- | --- | --- | --- |
| Boston, | Massachusetts | 02114 | |
| (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 |
| Common Stock, $0.01 par value per share | RPD | The Nasdaq Global Market |
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 August 7, 2025, Rapid7, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended June 30, 2025. 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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
On August 6, 2025, Tim Adams, the Company’s Chief Financial Officer, notified the Company of his retirement from the Company. Mr. Adams intends to serve as our Chief Financial Officer until the earliest of the date that his successor is appointed, February 28, 2026, and any earlier date determined by the Company. Thereafter, Mr. Adams will continue to serve the Company in an advisory capacity for an additional period of six months to support continuity and a smooth transition. The terms of such service are set forth in a letter agreement entered into between the Company and Mr. Adams on August 6, 2025. The letter agreement is attached to this Current Report on Form 8-K as Exhibit 10.1. The Company intends to initiate a search process to identify a successor for the Chief Financial Officer position.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d)Exhibits
| Exhibit No. | Description |
|---|---|
| 10.1*+ | Letter Agreement, dated as of August 6, 2025, by and between Rapid7, Inc. and Tim Adams. |
| 99.1 | Press Release, dated as ofAugust7, 2025. |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) |
* Filed herewith.
-
Indicates management contract or compensatory plan.
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: August 7, 2025 | By: | /s/ Tim Adams |
| Tim Adams | ||
| Chief Financial Officer |
Document
August 6, 2025
Dear Tim:
This letter (the “Letter Agreement”) confirms the agreement between you and Rapid7, Inc. (the “Company”) regarding your retirement and the transition of your duties and responsibilities on behalf of the Company.
1.Termination Date, Last Day in Role, and Transition Services. You will remain employed with the Company until the earliest of (i) the date your successor assumes the role of Chief Financial Officer of the Company (“CFO”), (ii) February 28, 2026, or (iii) any earlier date determined by the Company in its discretion (such date, the “Termination Date” and such period, the “Transition Period”). Should the Company terminate your employment prior to February 28, 2026 for any reason other than Cause (as that term is defined in the Rapid7, Inc. 2015 Equity Incentive Plan (the “Plan”)), provided that you execute and do not revoke a release of claims substantially in the form attached as Exhibit A to this Letter Agreement (such release, the “Supplemental Release”, and such requirement, the “Supplemental Release Requirement”)), the Company shall pay you (in a lump-sum within 60 days of your separation from service) an amount equal to the base salary you would have received from the Termination Date through February 28, 2026, and further shall cover the cost for you to continue your participation in the Company’s medical, dental and vision plans through February 28, 2026 through the COBRA Benefit (as defined in Section 4(b) of this Letter Agreement). The Termination Date will be your last day of employment with the Company, and, following the Termination Date, you will no longer be employed by the Company and will no longer hold yourself out as employed by the Company (and will resign from all other offices you hold with Company affiliates). You agree that, from the date of this Letter Agreement through and including the Termination Date, you will continue to perform your duties and responsibilities as CFO in a professional manner (which duties and responsibilities include, but are not limited to, overseeing the preparation and distribution of, and certifying the accuracy and completeness of, any financial disclosures required of the Company); perform such additional duties and responsibilities as may be reasonably requested by the Chief Executive Officer of the Company (the “CEO”) and/or the Board of Directors of the Company (the “Board”) from time to time; and cooperate in the effort to effect an orderly, smooth, and efficient transition of your duties and responsibilities to such individual(s) as the Company may direct.
2.Advisory Services. During the period commencing on the day immediately following the Termination Date and ending on the six (6) month anniversary of the Termination Date (the “Advisory Period”), the Company agrees to retain you and you agree to provide advisory services to the Company with respect to the types of matters that were subject to your purview as an employee of the Company prior to the Termination Date. In particular, during the Advisory Period, you will continue to report to the CEO and be available as reasonably requested by the Company to assist with the transition of your duties and responsibilities, including responding to inquiries regarding
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matters with which you were involved prior to the Termination Date, reviewing and assisting in the preparation of any financial reporting required of the Company, and assisting with such other matters as may be reasonably requested by the Company (the “Advisory Services”).
3.Transition Period Benefits. During the Transition Period, so long as you remain employed with the Company, you will continue to receive your current base salary and participate in the Company’s benefit plans, subject to your satisfaction of the Supplemental Release Requirement, including eligibility for a prorated portion of your 2025 Annual Performance Bonus award based on the number of days you are employed during the 2025 fiscal year (or full 2025 Annual Performance Bonus award if your Termination Date is on or after December 31, 2025) at the same payout achievement percentage for the 2025 Annual Performance Bonus awarded to other executive officers who remain actively employed through the relevant payment date, and your participation in the Plan on the same terms and conditions on which you participate as of the date hereof; provided¸ however, that you will not be eligible to receive any Annual Performance Bonus with respect to the 2026 fiscal year or any equity award grant under the Plan following the date of this Letter Agreement. Notwithstanding the foregoing sentence and except as set forth in this Section 3 or Section 4 of this Letter Agreement, you acknowledge and agree that your termination of employment will not constitute a Qualifying Termination as such term is defined in your Severance and Equity Award Vesting Acceleration Agreement, dated as of August 30, 2023 (the “Severance Agreement”) and, from and after the date of this Letter Agreement, you will no longer be eligible for any payments or benefits pursuant to the Severance Agreement. Your outstanding equity awards that were previously granted to you by the Company pursuant to the Plan will be eligible to continue to vest during the Transition Period in accordance with the terms and conditions of the applicable equity plan(s) and award agreement(s) pursuant to which they were granted. In addition, in the event that a Change in Control (as defined in the Severance Agreement) occurs during the Transition Period, provided that you remain employed until the Termination Date, the Termination Date shall be considered a Qualifying Termination solely for purposes of Section 2(a) of the Severance Agreement. Any award agreement(s) between you and the Company evidencing your equity awards pursuant to the Plan will remain in full force and effect and you agree to remain bound by them. You also acknowledge and agree that you will remain bound by all Company policies and guidelines, including, but not limited to, the Company’s Insider Trading Policy and the Company’s Compensation Recoupment Policy.
(a) No other entitlements during the Transition Period. Except for your salary through the Termination Date, reimbursement of expenses you incur prior to the Termination Date which are properly substantiated in accordance with the Company’s expense reimbursement policy, and your accrued rights under any Company benefit plans, and any other payments or benefits required to be paid or provided by law, you agree that you will not be entitled to any additional compensation from the Company, including any salary, bonus or incentive compensation, leave, severance or separation pay (including, without limitation,
under your Severance Agreement), or other remuneration or benefits of any kind, other than as set forth in this Letter Agreement.
4.Advisory Period Benefits. In exchange for your remaining actively employed in good standing through the Termination Date and performing your duties and responsibilities to the Company (including, without limitation, in respect of financial reporting and disclosure) and providing the Advisory Services during the Advisory Period, and for your satisfaction of the Supplemental Release Requirement, the Company will provide you with the following benefits:
(a) Advisory Fee. The Company will pay you an advisory fee equal to your current monthly base salary (the “Advisory Fee”), which will be prorated for partial months of service. The Company will reimburse you for any travel expenses necessarily incurred in the performance of the Advisory Services. The Advisory Fee will be paid to you in accordance with the Company’s normal payroll practices, with the first installment of the Advisory Fee being paid to you on the first regularly scheduled payroll date following the Supplemental Release Effective Date (as defined on Exhibit A hereto) but will include all Advisory Fee installments that would have otherwise been paid to you prior to the Supplemental Release Effective Date (if any); provided, that if the period in which you may revoke the Supplemental Release (the “Revocation Period”) spans more than one taxable year, then the first installment of the Advisory Fee (including any other installments that would have otherwise been paid to you prior to the Supplemental Release Effective Date) and any lump-sum payment in lieu of your base salary through February 28, 2026 pursuant to Section 1 of this Letter Agreement will be paid to you on the first regularly scheduled payroll date following the last day of the Revocation Period.
(b) Treatment of Outstanding Equity. Your service, whether as a continuing employee or as an Advisor, up to and including February 28, 2026, will be considered “Continuous Service” for purposes of the Plan, and your outstanding equity awards that were previously granted to you by the Company pursuant to the Plan will continue to be eligible to vest during such portion of the Advisory Period in accordance with the terms and conditions of the applicable equity plan(s) and award agreement(s) pursuant to which they were granted. Your outstanding equity awards that are unvested as of February 28, 2026, will be forfeited in accordance with the terms and conditions of the applicable equity plan(s) and award agreement(s) pursuant to which they were granted. Any award agreement(s) between you and the Company evidencing your equity awards pursuant to the Plan will remain in full force and effect during the Advisory Period and you agree to remain bound by them; provided, that you will no longer be eligible for any accelerated vesting pursuant to Section 2(a) of the Severance Agreement in connection with a Change in Control occurring after the Termination Date.
(c) COBRA. The Company will cover the costs of COBRA continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) for you and your family (the “COBRA Benefit”) through August 31, 2026.
(d) Outside Services. During the Advisory Period, you may hold positions or provide services to other organizations (“Outside Services”); provided that you provide prior notice to the Company before commencing such Outside Services. You agree to provide the Outside Services in a manner consistent with your obligations to the Company (including in respect of the Advisory Services and as set forth in Section 8 of this Letter Agreement) and that avoids any conflicts of interests with your obligations to the Company.
5.Termination for Cause Prior to Termination Date. Notwithstanding anything else in this Letter Agreement, the Company may terminate your employment for Cause (as defined in the Plan) at any time prior to the Termination Date or during the Advisory Period, in which case you will receive only your base salary through the applicable date of termination, any vested benefits under the Company’s benefit, stock, equity, and long-term incentive plans, reimbursement of duly-documented business expenses, and any other payments or benefits required to be paid or provided by law or Company policy.
6.Release of All Claims. In consideration for receiving the benefits described in this Letter Agreement, and to the fullest extent permitted by applicable law, you hereby waive, release and promise never to assert any claims or causes of action, whether or not now known, against the Company or its predecessors, successors or past or present subsidiaries, stockholders, directors, officers, employees, consultants, attorneys, agents, assigns and employee benefit plans with respect to any matter, including (without limitation) any matter related to your employment with the Company or the termination of that employment, claims for attorneys’ fees or costs, claims of wrongful discharge, constructive discharge, emotional distress, defamation, invasion of privacy, fraud, breach of contract or breach of the covenant of good faith and fair dealing, claims under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act, any and all rights and claims under the Massachusetts Fair Employment Practices Law (MFEPL), the Massachusetts Civil Rights Act (MCRA), the Massachusetts Equal Rights Act (MERA), the Minimum Fair Wage Act, the Massachusetts Plant Closing Law, the Massachusetts Wage Act, the Massachusetts Equal Pay Act, the Massachusetts Parental Leave Act (MPLA), the Massachusetts Sexual Harassment Statute, all including any amendments and their respective implementing regulations, or any other Federal, State or Local Law, and any other similar Statutes, regulations or laws, claims under any and all other federal, state, and local statutes, regulations, and laws of any type; and claims for any compensation or benefits not specifically referenced in this Letter Agreement, including claims under any Company incentive plan, bonus plan, or severance plan). Execution of this Letter Agreement does not mean that this Release bars (i) any claim that arises
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hereafter, including (without limitation) a claim for breach of this Letter Agreement, (ii) any rights you may already have to be indemnified and/or advanced or reimbursed expenses pursuant to any corporate document of the Company or its affiliates or applicable law, or your right to be covered under any applicable directors’ and officers’ liability insurance policies, (iii) any rights to the transition benefits set forth in this Letter Agreement, and (iv) any rights to vested equity awards and any rights under any benefit plans of the Company under which you have a vested benefit and for which amounts are payable after the Termination Date.
7.No Admission. Nothing contained in this Letter Agreement will constitute or be treated as an admission by you or the Company of liability, any wrongdoing or any violation of law.
8.Other Agreements. At all times in the future, you will remain bound by the terms of any agreements between you and the Company containing restrictive covenants, including with respect to non-competition, non-solicitation and confidentiality covenants, to the extent permitted by applicable law. Except as expressly provided in this Letter Agreement, this Letter Agreement renders null and void all prior agreements between you and the Company and constitutes the entire agreement between you and the Company regarding the subject matter of this Letter Agreement. If any term in this Letter Agreement conflicts with term(s) in any other agreements between you and the Company, this Letter Agreement shall control. This Letter Agreement may be modified only in a written document signed by you and a duly authorized officer of the Company.
9.Company Property. You represent that at the end of the Advisory Period, you will return to the Company all property that belongs to the Company, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company.
10.Confidentiality of Letter Agreement. You agree that, until such time as this Letter Agreement is disclosed publicly by the Company, you will not disclose to others the existence or terms of this Letter Agreement, except that you may disclose such information to your attorney, or financial advisors (provided such individuals agree that they will not disclose to others the existence or terms of this Letter Agreement).
11.No Disparagement. Subject to Section 13 of this Letter Agreement, you agree that you will not make any disparaging statements (orally or in writing) about the Company or its products, services, strategy, legal or business practices, past venture capital investors, known institutional investors, or current or past (as of the date of this Letter Agreement) directors, officers, and known employees who served during your tenure at the Company. The Company agrees that it will instruct and undertake reasonable efforts to ensure its executive officers and Board, during the period of their service to the Company, to not make any disparaging, negative, or detrimental statements to any third parties regarding your performance, relationship with the Company or the separation from such relationship, except on a confidential basis to the Company’s
advisors and auditors or to a Government Agency (as defined in Section 13 of this Letter Agreement).
Nothing in this Letter Agreement prevents you from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that you have reason to believe is unlawful.
12.Cooperation. You agree that you will provide reasonable cooperation with and assistance to the Company in connection with the defense or prosecution of any claim that may be made against or by the Company, or in connection with any ongoing or future investigation or dispute or claim of any kind involving the Company, including any proceeding before any arbitral, administrative, judicial, legislative, or other body or agency, including testifying in any proceeding to the extent such claims, investigations or proceedings are related to services performed or required to be performed by you, knowledge possessed by you, or any act or omission by you. The Company will reimburse you for reasonable related expenses in connection with such cooperation.
13.Preservation of Rights. Nothing in this Letter Agreement shall waive any right that is not subject to waiver by private agreement, including without limitation any claims arising under state unemployment insurance or workers’ compensation laws, or a challenge to the validity of this Letter Agreement.
In addition, nothing in this Letter Agreement shall be construed to prevent or limit you from: (i) responding truthfully to a valid subpoena; (ii) filing a charge or complaint with, providing information, including documents not otherwise protected from disclosure by any applicable law or privilege, to, testifying before, participating in, or otherwise assisting any investigation conducted by any federal, state or local governmental agency, including, without limitation, the Department of Justice, Congress, any agency Inspector General, Department of Labor, the Occupational Safety and Health Administration, the Equal Employment Opportunity Commission, any state or local human rights agency, the National Labor Relations Board or the Securities and Exchange Commission (collectively, a “Government Agency”) regarding possible legal violations; (iii) engaging in communications that constitute concerted activities for the purpose of collective bargaining or other mutual aid or protection of employees; (iv) exercising any other applicable rights under Section 7 of the National Labor Relations Act; (v) filing or disclosing any facts necessary to receive unemployment insurance, workers’ compensation, Medicaid, or any other public benefits to which you may be entitled; (vi) communicating with law enforcement or an attorney retained by you; or (vii) making other disclosures that are protected under the whistleblower provisions of any federal or state law or regulation. The Company may not retaliate against you for any of these activities, and nothing in this Agreement or otherwise requires you to waive any monetary award or other payment that you might become entitled to from any Government Agency. Although this Letter Agreement does not limit your right to receive an award for information provided to any Government Agency where such award is provided by the agency, you acknowledge and agree that this Letter Agreement does
release and waive any right to any payment, benefit, or other remedy from the Company other than the payments set forth expressly in this Letter Agreement, including any payment from the Company that may come through a class, collective, or representative action brought on your behalf or in which you are a participant. You do not need the prior authorization of the Company to make any such reports or disclosures and you are not required to notify the Company that you have made such reports or disclosures.
14.Taxes. All payments under this Letter Agreement will be subject to all deductions required by law, including applicable taxes and withholdings. In accordance with its normal payroll practices, the Company will mail to your home address in the Company’s records any tax reporting forms it prepares in accordance with any payments made to you, at such time as those forms are prepared and/or filed. You will be solely responsible and liable for any taxes owed on any payments or benefits made or provided to you under this Letter Agreement, except for taxes the Company believes it has an obligation to withhold from any such payments or benefits.
15.Section 409A. The intent of the parties is that payments and benefits under this Letter Agreement comply with, or be exempt from, Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively, “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Letter Agreement shall be interpreted to be in compliance with Code Section 409A; provided, that the Company does not guarantee to you any particular tax treatment with respect to this Letter Agreement and any payments hereunder. Each installment of the Advisory Fee is hereby designated as a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2). You and the Company reasonably expect that the performance of the Advisory Services shall not require you to provide more than twenty percent (20%) of the average level of services rendered by you to the Company and its affiliates during the thirty-six (36) month period immediately preceding your Termination Date. You will perform the Advisory Services in a professional and diligent manner.
16.Severability. If any term of this Letter Agreement is held to be invalid, void or unenforceable, the remainder of this Letter Agreement will remain in full force and effect and will in no way be affected, and the parties will use their best efforts to find an alternate way to achieve the same result.
17.Choice of Law. This Letter Agreement will be construed and interpreted in accordance with the laws of the Commonwealth of Massachusetts.
18.Execution. This Letter Agreement may be executed in counterparts, each of which will be considered an original, but all of which together will constitute one agreement. Execution of a facsimile copy will have the same force and effect as execution of an original, and a facsimile signature will be deemed an original and valid signature.
Please indicate your agreement with the above terms by signing below.
Very truly yours,
| RAPID7, INC. | |
|---|---|
| By: | /s/ Corey Thomas |
| Name: Corey Thomas | |
| Title: Chief Executive Officer |
I agree to the terms of this Letter Agreement.
| /s/ Tim Adams |
|---|
| Tim Adams |
EXHIBIT A
SUPPLEMENTAL RELEASE
You and Rapid7, Inc. (the “Company”) hereby enter into this Supplemental Release (the “Supplemental Release”), which will become effective on the Supplemental Release Effective Date (as defined below).
1.Last Date of Employment. Your last day of employment with the Company was [•], 2025 (“Termination Date”).
2.Release of All Claims. In consideration for receiving the benefits described in that certain Letter Agreement between you and the Company, dated as of August 6, 2025 (the “Letter Agreement”), and to the fullest extent permitted by applicable law, you hereby waive, release and promise never to assert any claims or causes of action, whether or not now known, against the Company or its predecessors, successors or past or present subsidiaries, stockholders, directors, officers, employees, consultants, attorneys, agents, assigns and employee benefit plans with respect to any matter, including (without limitation) any matter related to your employment with the Company or the termination of that employment, claims for attorneys’ fees or costs, claims of wrongful discharge, constructive discharge, emotional distress, defamation, invasion of privacy, fraud, breach of contract or breach of the covenant of good faith and fair dealing, claims under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act, any and all rights and claims under the Massachusetts Fair Employment Practices Law (MFEPL), the Massachusetts Civil Rights Act (MCRA), the Massachusetts Equal Rights Act (MERA), the Minimum Fair Wage Act, the Massachusetts Plant Closing Law, the Massachusetts Wage Act, the Massachusetts Equal Pay Act, the Massachusetts Parental Leave Act (MPLA), the Massachusetts Sexual Harassment Statute, all including any amendments and their respective implementing regulations, or any other Federal, State or Local Law, and any other similar Statutes, regulations or laws, claims under any and all other federal, state, and local statutes, regulations, and laws of any type; and claims for any compensation or benefits not specifically referenced in the Letter Agreement, including claims under any Company incentive plan, bonus plan, or severance plan).
Execution of this Supplemental Release does not bar (i) any claim that arises hereafter, including (without limitation) a claim for breach of the Letter Agreement or this Supplemental Release, (ii) any rights you may already have to be indemnified and/or advanced or reimbursed expenses pursuant to any corporate document of the Company or its affiliates or applicable law, or your right to be covered under any applicable directors’ and officers’ liability insurance policies, (iii) any rights to the transition benefits set forth in the Letter Agreement, and (iv) any rights to vested equity awards and any rights under any benefit plans of the Company under which you have a vested benefit and for which amounts are payable after the Termination Date. Further, nothing in this Supplemental Release waives any right that is not subject to waiver by private agreement, including without limitation any claims arising under state unemployment insurance or workers’
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compensation laws, or a challenge to the validity of the Letter Agreement or this Supplemental Release.
In addition, nothing in this Supplemental Release shall be construed to prevent or limit you from: (i) responding truthfully to a valid subpoena; (ii) filing a charge or complaint with, providing information, including documents not otherwise protected from disclosure by any applicable law or privilege, to, testifying before, participating in, or otherwise assisting any investigation conducted by any federal, state or local governmental agency, including, without limitation, the Department of Justice, Congress, any agency Inspector General, Department of Labor, the Occupational Safety and Health Administration, the Equal Employment Opportunity Commission, any state or local human rights agency, the National Labor Relations Board or the Securities and Exchange Commission (collectively, a “Government Agency”) regarding possible legal violations; (iii) engaging in communications that constitute concerted activities for the purpose of collective bargaining or other mutual aid or protection of employees; (iv) exercising any other applicable rights under Section 7 of the National Labor Relations Act; (v) filing or disclosing any facts necessary to receive unemployment insurance, workers’ compensation, Medicaid, or any other public benefits to which you may be entitled; (vi) communicating with law enforcement or an attorney retained by you; or (vii) making other disclosures that are protected under the whistleblower provisions of any federal or state law or regulation. The Company may not retaliate against you for any of these activities, and nothing in this Supplemental Release or otherwise requires you to waive any monetary award or other payment that you might become entitled to from any Government Agency. Although this Supplemental Release does not limit your right to receive an award for information provided to any Government Agency where such award is provided by the agency, you acknowledge and agree that this Supplemental Release does release and waive any right to any payment, benefit, or other remedy from the Company other than the payments set forth expressly in the Letter Agreement, including any payment from the Company that may come through a class, collective, or representative action brought on your behalf or in which you are a participant. You do not need the prior authorization of the Company to make any such reports or disclosures and you are not required to notify the Company that you have made such reports or disclosures.
For the purpose of implementing a full and complete release, you expressly acknowledge that this Agreement is intended to include all claims, if any, which you do not know or suspect to exist in your favor and that this Agreement extinguishes those claims. You acknowledge that you may later discover facts different from or in addition to those you now know or believe to be true regarding the matters released or described in this Agreement, and even so you agree that the releases and agreements contained in this Agreement shall remain effective in all respects notwithstanding any later discovery of any different or additional facts. You expressly assume any and all risk of any mistake in connection with the true facts involved in the matters, disputes, or controversies released in this Agreement or with regard to any facts now unknown to you relating thereto.
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3.No Admission. Nothing contained in this Supplemental Release will constitute or be treated as an admission by you or the Company of liability, any wrongdoing or any violation of law.
4.Other Agreements. Except as expressly provided in the Letter Agreement and this Supplemental Release, the Letter Agreement and this Supplemental Release render null and void all prior agreements between you and the Company and constitute the entire agreement between you and the Company regarding the subject matter of the Letter Agreement and this Supplemental Release. If any term in the Letter Agreement and this Supplemental Release conflicts with term(s) in any other agreements between you and the Company, the Letter Agreement and this Supplemental Release shall control. This Supplemental Release may be modified only in a written document signed by you and a duly authorized officer of the Company.
5.Severability. If any term of this Supplemental Release is held to be invalid, void or unenforceable, the remainder of this Supplemental Release will remain in full force and effect and will in no way be affected, and the parties will use their best efforts to find an alternate way to achieve the same result.
6.Choice of Law. This Supplemental Release will be construed and interpreted in accordance with the laws of the Commonwealth of Massachusetts.
7.Execution. This Supplemental Release may be executed in counterparts, each of which will be considered an original, but all of which together will constitute one agreement. Execution of a facsimile copy will have the same force and effect as execution of an original, and a facsimile signature will be deemed an original and valid signature.
8.Consideration and Revocation Periods. You agree by your signature below that you had, and that the Company gave you, at least twenty-one (21) days to review and consider this Supplemental Release before signing it, and that such period was sufficient for you to fully and completely consider all of its terms. The Company hereby advises you to discuss this Supplemental Release with your own attorney (at your own expense) during this period if you wish to do so. You may accept this Supplemental Release by delivering a copy of this Supplemental Release signed by you to me within twenty-one (21) days of the Termination Date; provided, that you may not execute this Supplemental Release prior to the Termination Date. You may revoke your acceptance of this Supplemental Release for a period of seven (7) days after signing the Supplemental Release by delivering written notification to me within that seven-day period. If you do not revoke your acceptance of this Supplemental Release, it will be effective on the eighth (8th) day after you sign it (such date, the “Supplemental Release Effective Date”). If you revoke your acceptance of this Supplemental Release, you will not be entitled to the benefits listed in the Letter Agreement. You agree that you have carefully read this Supplemental Release, fully understand what it means, and are entering into it voluntarily without duress, coercion, fraud, misrepresentation or threat to
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withdraw or alter the offer prior to the expiration of the twenty-one (21) day consideration period.
Please indicate your agreement with the above terms by signing below.
Very truly yours,
| RAPID7, INC. | |
|---|---|
| By: | |
| Name: | |
| Title: |
I agree to the terms of this Supplemental Release.
| Tim Adams |
|---|
| Dated: |
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Document
Exhibit 99.1
Rapid7 Announces Second Quarter 2025 Financial Results
•Annualized recurring revenue (“ARR”) of $841 million, an increase of 3% year-over-year
•Total revenue of $214 million, up 3% year-over-year; Product subscriptions revenue of $208 million, up 4% year-over-year
•GAAP operating income of $3.5 million; Non-GAAP operating income of $36 million
•Net cash provided by operating activities of $48 million; Free cash flow of $42 million
Boston, MA – August 7, 2025 – Rapid7, Inc. (Nasdaq: RPD), a leader in threat detection and exposure management, today announced its financial results for the second quarter 2025.
“Our Detection and Response business remains a consistent growth engine, and we are encouraged by growing customer interest in our Command Platform strategy,” said Corey Thomas, CEO of Rapid7. “As security teams face increasing complexity, they are turning to integrated solutions that provide unified visibility, expert-guided AI, and better security outcomes. We remain focused on delivering against these needs with urgency and discipline.”
Second Quarter 2025 Financial Results and Other Metrics
| As of June 30, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | % Change | ||||
| (dollars in thousands) | ||||||
| ARR | $ | 840,610 | $ | 815,630 | 3 | % |
| Number of customers | 11,643 | 11,484 | 1 | % | ||
| ARR per customer | $ | 72.2 | $ | 71.0 | 2 | % |
rapid7.com
| Three Months Ended June 30, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | % Change | ||||
| (in thousands, except per share data) | ||||||
| Product subscriptions revenue | $ | 208,097 | $ | 200,067 | 4 | % |
| Professional services revenue | 6,096 | 7,924 | (23 | %) | ||
| Total revenue | $ | 214,193 | $ | 207,991 | 3 | % |
| North America revenue | $ | 160,622 | $ | 159,322 | 1 | % |
| Rest of world revenue | 53,571 | 48,669 | 10 | % | ||
| Total revenue | $ | 214,193 | $ | 207,991 | 3 | % |
| GAAP gross profit | $ | 151,134 | $ | 146,999 | ||
| GAAP gross margin | 71% | 71% | ||||
| Non-GAAP gross profit | $ | 158,137 | $ | 154,281 | ||
| Non-GAAP gross margin | 74% | 74% | ||||
| GAAP income from operations | $ | 3,494 | $ | 5,223 | ||
| GAAP operating margin | 2% | 3% | ||||
| Non-GAAP income from operations | $ | 36,348 | $ | 39,276 | ||
| Non-GAAP operating margin | 17% | 19% | ||||
| GAAP net income | $ | 8,338 | $ | 6,538 | ||
| GAAP net income per share, basic | $ | 0.13 | 0.10 | |||
| GAAP net income per share, diluted | $ | 0.13 | $ | 0.09 | ||
| Non-GAAP net income | $ | 42,191 | $ | 41,646 | ||
| Non-GAAP net income per share: | ||||||
| Basic | $ | 0.65 | $ | 0.67 | ||
| Diluted | $ | 0.58 | $ | 0.58 | ||
| Adjusted EBITDA | $ | 42,648 | $ | 45,438 | ||
| Net cash provided by operating activities | $ | 47,542 | $ | 32,858 | ||
| Free cash flow | $ | 42,280 | $ | 29,205 |
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 16, Immaterial Correction of an Error, in the notes to our unaudited condensed consolidated financial statements for further information.
CFO Future Retirement
The company also announced that Tim Adams, who has served as Rapid7's Chief Financial Officer since January 2022, has informed the company of his intent to retire from his position. Rapid7 is initiating a search for a new Chief Financial Officer, and Adams will remain in his current position until a successor is named in order to facilitate a smooth transition.
Recent Business Highlights
•In July, Rapid7 launched Incident Command, an AI-native SIEM that delivers detection, automation, attack surface context, and threat intelligence in one SOC experience.
•In July, Rapid7 announced that its InsightGovCloud Platform had achieved Federal Risk and Authorization Management Program (FedRAMP®) Authorization, solidifying its position as a trusted Cloud Service Offering (CSO) for U.S. federal agencies.
rapid7.com
•In July, Rapid7 introduced Active Patching, powered by Automox, a fully automated patching and remediation solution integrated into Rapid7’s Exposure Command solution.
•In July, Rapid7 announced the availability of InsightCloudSec and InsightAppSec in the new AWS Marketplace AI Agents and Tools category, empowering organizations to scale generative AI securely and with a focus on compliance.
•In July, Rapid7 was named a Leader in the 2025 Frost Radar™ for Managed Detection and Response (MDR), recognized for its deep integration between MDR and Exposure Management, as well as leading innovation around AI-powered SOCs and third-party integrations.
•In June, Rapid7 announced that agentic AI workflows are now embedded within Rapid7’s next-gen SIEM and XDR platform, fundamentally changing how threats in MDR customer environments are investigated in the SOC.
Third 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:
| Third Quarter 2025 | Full-Year 2025 | |||||
|---|---|---|---|---|---|---|
| (in millions, except per share data) | ||||||
| ARR | $850 | to | $865 | |||
| Year-over-year growth | 1% | to | 3% | |||
| Revenue | $215 | to | $217 | $853 | to | $863 |
| Year-over-year growth | —% | to | 1% | 1% | to | 2% |
| Non-GAAP income from operations | $29 | to | $31 | $125 | to | $135 |
| Non-GAAP net income per share | $0.44 | to | $0.47 | $1.90 | to | $2.03 |
| Weighted average shares outstanding | 75.8 | 75.8 | ||||
| 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 third 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 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, August 7, 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.
rapid7.com
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.
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.
rapid7.com
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.
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.
rapid7.com
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 third 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:
Elizabeth Chwalk
Vice President, Investor Relations
investors@rapid7.com
(617) 865-4277
Press contact:
Alice Randall
Director, Global Corporate Communications
press@rapid7.com
(214) 693-4727
rapid7.com
RAPID7, INC.
Consolidated Balance Sheets (Unaudited)
(in thousands)
| June 30, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| Assets | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 261,327 | $ | 334,686 |
| Short-term investments | 250,410 | 187,025 | ||
| Accounts receivable, net | 150,683 | 168,242 | ||
| Deferred contract acquisition and fulfillment costs, current portion | 49,292 | 52,134 | ||
| Prepaid expenses and other current assets | 42,805 | 44,024 | ||
| Total current assets | 754,517 | 786,111 | ||
| Long-term investments | 88,012 | 37,274 | ||
| Property and equipment, net | 29,639 | 32,245 | ||
| Operating lease right-of-use assets | 43,654 | 48,877 | ||
| Deferred contract acquisition and fulfillment costs, non-current portion | 66,714 | 73,672 | ||
| Goodwill | 575,268 | 575,268 | ||
| Intangible assets, net | 74,981 | 85,719 | ||
| Other assets | 15,955 | 12,868 | ||
| Total assets | $ | 1,648,740 | $ | 1,652,034 |
| Liabilities and Stockholders’ Equity | ||||
| Current liabilities: | ||||
| Accounts payable | $ | 15,943 | $ | 18,908 |
| Accrued expenses and other current liabilities | 78,125 | 88,802 | ||
| Convertible senior notes, current portion, net | — | 45,895 | ||
| Operating lease liabilities, current portion | 15,185 | 15,493 | ||
| Deferred revenue, current portion | 446,688 | 461,118 | ||
| Total current liabilities | 555,941 | 630,216 | ||
| Convertible senior notes, non-current portion, net | 890,277 | 888,356 | ||
| Operating lease liabilities, non-current portion | 62,187 | 68,430 | ||
| Deferred revenue, non-current portion | 29,183 | 27,078 | ||
| Other long-term liabilities | 20,705 | 20,243 | ||
| Total liabilities | 1,558,293 | 1,634,323 | ||
| Stockholders’ equity: | ||||
| Common stock | $ | 646 | $ | 635 |
| Treasury stock | (4,765) | (4,765) | ||
| Additional paid-in-capital | 1,068,643 | 1,011,080 | ||
| Accumulated other comprehensive (loss) income | 3,514 | (1,205) | ||
| Accumulated deficit | (977,591) | (988,034) | ||
| Total stockholders’ equity | 90,447 | 17,711 | ||
| Total liabilities and stockholders’ equity | $ | 1,648,740 | $ | 1,652,034 |
Note: Certain prior periods reflect immaterial corrections. Refer to Note 16, Immaterial Correction of an Error, in the notes to our Consolidated Financial Statements for further information.
RAPID7, INC.
Consolidated Statements of Operations (Unaudited)
(in thousands, except share and per share data)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| Revenue: | ||||||||
| Product subscriptions | 208,097 | 200,067 | 412,032 | 396,985 | ||||
| Professional services | 6,096 | 7,924 | 12,414 | 16,107 | ||||
| Total revenue | 214,193 | 207,991 | 424,446 | 413,092 | ||||
| Cost of revenue: | ||||||||
| Product subscriptions | 57,236 | 55,107 | 111,604 | 109,841 | ||||
| Professional services | 5,823 | 5,885 | 10,935 | 12,145 | ||||
| Total cost of revenue | 63,059 | 60,992 | 122,539 | 121,986 | ||||
| Total gross profit | 151,134 | 146,999 | 301,907 | 291,106 | ||||
| Operating expenses: | ||||||||
| Research and development | 47,227 | 40,448 | 95,115 | 81,816 | ||||
| Sales and marketing | 79,247 | 78,126 | 158,647 | 151,221 | ||||
| General and administrative | 21,166 | 23,202 | 44,752 | 43,130 | ||||
| Total operating expenses | 147,640 | 141,776 | 298,514 | 276,167 | ||||
| Income from operations | 3,494 | 5,223 | 3,393 | 14,939 | ||||
| Other income (expense), net: | ||||||||
| Interest income | 5,514 | 5,221 | 11,272 | 9,941 | ||||
| Interest expense | (2,627) | (2,673) | (5,281) | (5,343) | ||||
| Other income (expense), net | 3,957 | (695) | 5,759 | (2,130) | ||||
| Income before income taxes | 10,338 | 7,076 | 15,143 | 17,407 | ||||
| Provision for income taxes | 2,000 | 538 | 4,700 | 9,463 | ||||
| Net income | $ | 8,338 | $ | 6,538 | $ | 10,443 | $ | 7,944 |
| Net income per share, basic | $ | 0.13 | $ | 0.10 | $ | 0.16 | $ | 0.13 |
| Net income per share, diluted (1) | $ | 0.13 | $ | 0.09 | $ | 0.16 | $ | 0.11 |
| Weighted-average common shares outstanding, basic | 64,441,000 | 62,496,289 | 64,140,087 | 62,201,182 | ||||
| Weighted-average common shares outstanding, diluted | 64,696,992 | 74,250,360 | 64,462,318 | 74,135,121 |
(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 and six months ended June 30, 2025, the 2025, 2027 and 2029 Notes were anti-dilutive.
Note: Certain prior periods reflect immaterial corrections. Refer to Note 16, Immaterial Correction of an Error, in the notes to our Consolidated Financial Statements for further information.
RAPID7, INC.
Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| Cash flows from operating activities: | ||||||||
| Net income | $ | 8,338 | $ | 6,538 | $ | 10,443 | $ | 7,944 |
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Depreciation and amortization | 11,390 | 10,871 | 23,055 | 22,219 | ||||
| Amortization of debt issuance costs | 999 | 1,055 | 2,018 | 2,108 | ||||
| Stock-based compensation expense | 27,581 | 29,066 | 54,732 | 54,811 | ||||
| Deferred income taxes | — | — | — | 1,840 | ||||
| Other | (3,541) | (1,149) | (4,694) | (1,352) | ||||
| Changes in assets and liabilities: | ||||||||
| Accounts receivable | (10,176) | (19,539) | 17,492 | 19,990 | ||||
| Deferred contract acquisition and fulfillment costs | 4,505 | (1,285) | 9,800 | (1,964) | ||||
| Prepaid expenses and other assets | (3,803) | 1,653 | (5,798) | 430 | ||||
| Accounts payable | 3,596 | 1,169 | (2,959) | (3,021) | ||||
| Accrued expenses | 7,089 | 6,499 | (13,236) | (18,391) | ||||
| Deferred revenue | 549 | (2,160) | (12,325) | (23,346) | ||||
| Other liabilities | 1,015 | 140 | (1,229) | 2,660 | ||||
| Net cash provided by operating activities | 47,542 | 32,858 | 77,299 | 63,928 | ||||
| Cash flows from investing activities: | ||||||||
| Purchases of property and equipment | (948) | (280) | (2,309) | (900) | ||||
| Capitalization of internal-use software | (4,314) | (3,373) | (8,033) | (6,289) | ||||
| Purchases of investments | (87,555) | (64,808) | (232,016) | (157,967) | ||||
| Sales and maturities of investments | 51,500 | 75,000 | 120,500 | 130,001 | ||||
| Other investing activities | — | 360 | 1,328 | 360 | ||||
| Net cash (used in) provided by investing activities | (41,317) | 6,899 | (120,530) | (34,795) | ||||
| Cash flows from financing activities: | ||||||||
| Payment of debt issuance costs | (1,290) | — | (1,290) | — | ||||
| Payments for maturity of convertible senior notes | (45,992) | — | (45,992) | — | ||||
| Taxes paid related to net share settlement of equity awards | (595) | (1,325) | (1,898) | (3,089) | ||||
| Proceeds from employee stock purchase plan | — | — | 4,446 | 5,046 | ||||
| Proceeds from stock option exercises | — | 324 | 1,589 | 1,404 | ||||
| Issuance of common stock from acquisition | 755 | — | 755 | — | ||||
| Net cash (used in) provided by financing activities | (47,122) | (1,001) | (42,390) | 3,361 | ||||
| Effect of exchange rate changes on cash ,cash equivalents and restricted cash | 3,513 | (583) | 4,847 | (2,076) | ||||
| Net (decrease) increase in cash, cash equivalents and restricted cash | (37,384) | 38,173 | (80,774) | 30,418 | ||||
| Cash, cash equivalents and restricted cash, beginning of period | $ | 298,711 | $ | 206,375 | $ | 342,101 | $ | 214,130 |
| Cash, cash equivalents and restricted cash, end of period | $ | 261,327 | $ | 244,548 | $ | 261,327 | $ | 244,548 |
| Supplemental cash flow information: | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Cash paid for interest on convertible senior notes | 1,399 | 517 | 2,970 | 3,215 | ||||
| Cash paid for income taxes, net of refunds | 4,720 | 3,153 | 5,712 | 5,505 | ||||
| Reconciliation of cash, cash equivalents and restricted cash: | ||||||||
| Cash and cash equivalents | $ | 261,327 | $ | 236,975 | $ | 261,327 | $ | 236,975 |
| Restricted cash included in other assets | — | 7,573 | — | 7,573 | ||||
| Total cash, cash equivalents and restricted cash | $ | 261,327 | $ | 244,548 | $ | 261,327 | $ | 244,548 |
Note: Certain prior periods reflect immaterial corrections. Refer to Note 16, Immaterial Correction of an Error, in the notes to our 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 June 30, | Six Months Ended June 30, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | ||||||||||
| GAAP gross profit | $ | 151,134 | $ | 146,999 | $ | 301,907 | $ | 291,106 | |||||
| Add: Stock-based compensation expense1 | 2,580 | 3,270 | 4,844 | 5,941 | |||||||||
| Add: Amortization of acquired intangible assets2 | 4,423 | 4,012 | 8,846 | 8,329 | |||||||||
| Non-GAAP gross profit | $ | 158,137 | $ | 154,281 | $ | 315,597 | $ | 305,376 | |||||
| Non-GAAP gross margin | 73.8 | % | 74.2 | % | 74.4 | % | 73.9 | % | |||||
| GAAP gross profit - Product subscriptions | $ | 150,861 | $ | 144,960 | $ | 300,428 | $ | 287,144 | |||||
| Add: Stock-based compensation expense | 2,054 | 2,802 | 3,785 | 5,100 | |||||||||
| Add: Amortization of acquired intangible assets | 4,423 | 4,012 | 8,846 | 8,329 | |||||||||
| Non-GAAP gross profit - Product subscriptions | $ | 157,338 | $ | 151,774 | $ | 313,059 | $ | 300,573 | |||||
| Non-GAAP gross margin - Product subscriptions | 75.6 | % | 75.9 | % | 76.0 | % | 75.7 | % | |||||
| GAAP gross profit - Professional services | $ | 273 | $ | 2,039 | $ | 1,479 | $ | 3,962 | |||||
| Add: Stock-based compensation expense | 526 | 468 | 1,059 | 841 | |||||||||
| Non-GAAP gross profit - Professional services | $ | 799 | $ | 2,507 | $ | 2,538 | $ | 4,803 | |||||
| Non-GAAP gross margin - Professional services | 13.1 | % | 31.6 | % | 20.4 | % | 29.8 | % | |||||
| GAAP income from operations | $ | 3,494 | $ | 5,223 | $ | 3,393 | $ | 14,939 | |||||
| Add: Stock-based compensation expense1 | 27,581 | 29,066 | 54,732 | 54,811 | |||||||||
| Add: Amortization of acquired intangible assets2 | 5,090 | 4,709 | 10,210 | 9,723 | |||||||||
| Add: Acquisition-related expenses3 | 183 | 278 | 366 | 278 | |||||||||
| Add: Restructuring expense | — | — | — | (190) | |||||||||
| Non-GAAP income from operations | $ | 36,348 | 36348000 | $ | 39,276 | $ | 68,701 | $ | 79,561 | ||||
| GAAP net income | $ | 8,338 | $ | 6,538 | $ | 10,443 | $ | 7,944 | |||||
| Add: Stock-based compensation expense1 | 27,581 | 29,066 | 54,732 | 54,811 | |||||||||
| Add: Amortization of acquired intangible assets2 | 5,090 | 4,709 | 10,210 | 9,723 | |||||||||
| Add: Amortization of debt issuance costs | 999 | 1,055 | 2,018 | 2,108 | |||||||||
| Add: Acquisition-related expenses3 | 183 | 278 | 366 | 278 | |||||||||
| Add: Restructuring expense4 | — | — | — | (190) | |||||||||
| Add: Discrete tax items5 | — | — | — | 6,360 | |||||||||
| Non-GAAP net income | $ | 42,191 | $ | 41,646 | $ | 77,769 | $ | 81,034 | |||||
| Add: Interest expense of convertible senior notes6 | 1,399 | 1,571 | 2,625 | 3,142 | |||||||||
| Numerator for non-GAAP earnings per share, diluted calculation | $ | 43,590 | $ | 43,217 | $ | 80,394 | $ | 84,176 | |||||
| Weighted average shares used in GAAP earnings per share calculation, basic | 64,441,000 | 62,496,289 | 64,140,087 | 62,201,182 | |||||||||
| Dilutive effect of convertible senior notes6 | 10,686,653 | 11,183,611 | 10,429,891 | 11,183,611 | |||||||||
| Dilutive effect of employee equity incentive plans7 | 255,992 | 570,460 | 322,231 | 750,328 | |||||||||
| Weighted average shares used in non-GAAP earnings per share calculation, diluted | 75,383,645 | 74,250,360 | 74,892,209 | 74,135,121 | |||||||||
| Non-GAAP net income per share: | |||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | |||||
| Basic | $ | 0.65 | $ | 0.67 | $ | 1.21 | $ | 1.30 | |||||
| Diluted | $ | 0.58 | $ | 0.58 | $ | 1.07 | $ | 1.14 | |||||
| 1 Includes stock-based compensation expense as follows: | |||||||||||||
| Cost of revenue | $ | 2,580 | $ | 3,270 | $ | 4,844 | $ | 5,941 | |||||
| Research and development | 10,250 | 8,989 | 20,636 | 16,933 | |||||||||
| Sales and marketing | 7,451 | 7,843 | 14,692 | 14,980 | |||||||||
| General and administrative | 7,300 | 8,964 | 14,560 | 16,957 | |||||||||
| 2 Includes amortization of acquired intangible assets as follows: | |||||||||||||
| Cost of revenue | $ | 4,423 | $ | 4,012 | $ | 8,846 | $ | 8,329 | |||||
| Sales and marketing | 652 | 652 | 1,304 | 1,304 | |||||||||
| General and administrative | 15 | 45 | 60 | 90 | |||||||||
| 3 Includes acquisition-related expenses as follows: | |||||||||||||
| General and administrative | $ | 183 | $ | 278 | $ | 366 | $ | 278 | |||||
| 4 For the six months ended June 30, 2024 restructuring expense was included within general and administrative expense in our consolidated statements 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 plan awards. |
Note: Certain prior periods reflect immaterial corrections. Refer to Note 16, Immaterial Correction of an Error, in the notes to our Consolidated Financial Statements for further information.
RAPID7, INC.
Reconciliation of Net Income (Loss) to Adjusted EBITDA (Unaudited)
(in thousands)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| GAAP net income | $ | 8,338 | $ | 6,538 | $ | 10,443 | $ | 7,944 |
| Interest income | (5,514) | (5,221) | (11,272) | (9,941) | ||||
| Interest expense | 2,627 | 2,673 | 5,281 | 5,343 | ||||
| Other (income) expense, net | (3,957) | 695 | (5,759) | 2,130 | ||||
| Provision for income taxes | 2,000 | 538 | 4,700 | 9,463 | ||||
| Depreciation expense | 2,349 | 2,775 | 5,140 | 5,683 | ||||
| Amortization of intangible assets | 9,041 | 8,096 | 17,915 | 16,536 | ||||
| Stock-based compensation expense | 27,581 | 29,066 | 54,732 | 54,811 | ||||
| Acquisition-related expenses | 183 | 278 | 366 | 278 | ||||
| Restructuring expense | — | — | — | (190) | ||||
| Adjusted EBITDA | $ | 42,648 | $ | 45,438 | $ | 81,546 | $ | 92,057 |
Note: Certain prior period reflect immaterial corrections. Refer to Note 16, Immaterial Correction of an Error, in the notes to our 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 June 30, | Six Months Ended June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| Net cash provided by operating activities | $ | 47,542 | $ | 32,858 | $ | 77,299 | $ | 63,928 |
| Less: Purchases of property and equipment | (948) | (280) | (2,309) | (900) | ||||
| Less: Capitalized internal-use software costs | (4,314) | (3,373) | (8,033) | (6,289) | ||||
| Free cash flow | $ | 42,280 | $ | 29,205 | $ | 66,957 | $ | 56,739 |
Third Quarter and Full-Year 2025 Guidance
GAAP to Non-GAAP Reconciliation
(in millions, except per share data)
| Third Quarter 2025 | Full-Year 2025 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Reconciliation of GAAP (loss) income from operations to non-GAAP income from operations: | ||||||||||
| Anticipated GAAP (loss) income from operations | $ | (4) | to | $ | (2) | $ | (5) | to | $ | 5 |
| Add: Anticipated stock-based compensation expense | 28 | to | 28 | 110 | to | 110 | ||||
| Add: Anticipated amortization of acquired intangible assets | 5 | to | 5 | 20 | to | 20 | ||||
| Anticipated non-GAAP income from operations | $ | 29 | to | $ | 31 | $ | 125 | to | $ | 135 |
| Reconciliation of GAAP net (loss) income to non-GAAP net income: | ||||||||||
| Anticipated GAAP net (loss) income | $ | (2) | to | $ | — | $ | 4 | to | $ | 14 |
| Add: Anticipated stock-based compensation expense | 28 | to | 28 | 110 | to | 110 | ||||
| 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 | $ | 32 | to | $ | 34 | $ | 138 | to | $ | 148 |
| Add: Anticipated interest expense on convertible senior notes | 1 | to | 1 | 6 | to | 6 | ||||
| Numerator for non-GAAP earnings per share calculation | $ | 33 | to | $ | 35 | $ | 144 | to | $ | 154 |
| Anticipated GAAP net (loss) income per share1 | $ | (0.03) | $ | — | $ | 0.06 | $ | 0.22 | ||
| Anticipated non-GAAP net income per share, diluted | $ | 0.44 | $ | 0.47 | $ | 1.90 | $ | 2.03 | ||
| Weighted average shares used in earnings per share calculation, diluted | 75.8 | 75.8 | ||||||||
| 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 | $ | 148 | to | $ | 158 |
| Less: Anticipated purchases of property and equipment | (7) | to | (7) | ||
| Less: Anticipated capitalized internal-use software costs | (16) | to | (16) | ||
| Anticipated free cash flow | $ | 125 | $ | 135 |