Rapid7, Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K, dated May 26, 2026, discloses a significant leadership transition at Rapid7, Inc. The report details the appointment of a new Chief Executive Officer and the restructuring of the Board of Directors, effective June 1, 2026.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation and corporate governance changes.
Material Changes
- CEO Transition: Wael Mohamed was appointed Chief Executive Officer, effective June 1, 2026, succeeding Corey Thomas.
- Board Restructuring: Corey Thomas was appointed Executive Chairman. Marc Brown was appointed Lead Independent Director to replace Mr. Thomas in that role.
- Compensation Package: Mr. Mohamed's compensation includes a $625,000 annual base salary, a target performance bonus of 100% of base salary, and a restricted stock unit (RSU) award with an approximate grant date value of $6.0 million vesting over three years.
- Performance Equity: Mr. Mohamed is eligible for a supplemental performance-based RSU award covering 2,125,000 shares, with vesting tied to stock price hurdles ranging from $15.00 to $30.00 or higher.
- Severance Terms: In the event of a Qualifying Termination, Mr. Mohamed is entitled to 12 months of base salary and a prorated bonus. In the event of a Qualifying Termination within 12 months of a change in control, he is entitled to 150% of base salary plus target bonus, 18 months of COBRA, and accelerated vesting of all equity.
Guidance, Outlook, and Risks
On June 1, 2026, the Company issued a press release reaffirming its financial guidance for the second quarter and full-year 2026, which was originally provided on May 5, 2026. The filing notes that the employment arrangement is at-will with no specified term. No specific risks or contingencies beyond standard executive transition disclosures were detailed in this text.
Investor Verification Checklist
- Verify the specific terms of the performance-based RSU award (2,125,000 shares) and the exact stock price thresholds required for vesting.
- Review the full text of the Offer Letter (Exhibit 10.1) and Severance Agreement (Exhibit 10.2) for detailed conditions on "Cause" and "Good Reason."
- Confirm the details of the reaffirmed Q2 and full-year 2026 guidance in the press release (Exhibit 99.1).
- Monitor the transition period to ensure continuity in strategic initiatives under the new CEO and Executive Chairman structure.