Rapid7, Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Rapid7, Inc. on November 4, 2025. The filing primarily addresses the appointment of a new Chief Financial Officer and references the announcement of financial results for the fiscal quarter ended September 30, 2025.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. These metrics are contained in the press release furnished as Exhibit 99.1, which is referenced but not included in the provided text.
Material Changes and Executive Appointments
- Appointment of CFO: The Board appointed Rafe Brown as Chief Financial Officer, effective on or about December 1, 2025. Mr. Brown will also serve as the principal financial officer.
- Departure of CFO: Tim Adams, CFO since January 2022, plans to retire effective upon Mr. Brown's start date. Mr. Adams will remain in an advisory capacity during the transition.
- Compensation Package for Rafe Brown:
- Annual base salary: $450,000.
- Target annual performance bonus: 75% of base salary (eligible beginning in 2026).
- One-time sign-on bonus: $250,000 (subject to repayment provisions if terminated for Cause or resignation without Good Reason within the first year).
- Restricted Stock Units (RSUs): Approximate grant date value of $7.5 million, vesting over three years.
- Performance-based RSUs: Approximate grant date value of $2.5 million (to be granted no later than March 31, 2026).
- Supplemental equity award: Up to $5.0 million (to be granted in Q1 2026).
- Severance Provisions: In the event of a "Qualifying Termination" (other than Cause, death, or disability), Mr. Brown is entitled to six months of base salary and COBRA benefits. If termination occurs within 12 months of a change in control, benefits increase to 12 months of salary, full target bonus, and accelerated vesting of all equity awards.
Guidance, Outlook, and Risks
The filing text does not contain specific guidance, outlook, or management commentary regarding future financial performance. The press release referenced in Item 2.02 contains the financial results and likely includes such commentary, but the text is not provided here. No specific risks or contingencies are detailed in the body of this 8-K beyond standard executive compensation terms.
Key Facts for Investor Verification
- Verify the specific revenue and profit figures for the quarter ended September 30, 2025, in the press release (Exhibit 99.1).
- Confirm the exact start date of Rafe Brown's employment, currently expected to be December 1, 2025.
- Review the full terms of the Offer Letter (Exhibit 10.1) and Severance Agreement (Exhibit 10.2) for detailed vesting schedules and termination definitions.
- Monitor the transition plan between Tim Adams and Rafe Brown to ensure continuity in financial reporting.