Form 8-K

8-K — Rapid7, Inc.

Accession: 0001560327-26-000032

Filed: 2026-05-05

Period: 2026-05-05

CIK: 0001560327

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — rp-20260505.htm (Primary)

EX-99.1 (q12026rapid78-kex991.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: rp-20260505.htm · Sequence: 1

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0001560327false00015603272026-05-052026-05-05

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): May 5, 2026

Rapid7, Inc.

(Exact name of registrant as specified in its charter)

Delaware 001-37496 35-2423994

(State or other jurisdiction

of incorporation) (Commission

File Number) (IRS Employer

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 May 5, 2026, Rapid7, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended March 31, 2026. 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 9.01 Financial Statements and Exhibits.

(d)Exhibits

Exhibit No. Description

99.1

Press Release, dated as of May 5, 2026.

104 Cover Page Interactive Data File (embedded within the inline XBRL document)

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: May 5, 2026

By: /s/ Rafeal E. Brown

Rafeal E. Brown

Chief Financial Officer

EX-99.1

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Document

Exhibit 99.1

Rapid7 Announces First Quarter 2026 Financial Results

•Annualized recurring revenue (“ARR”) of $832 million

•Total revenue of $210 million; Product subscriptions revenue of $204 million

•GAAP loss from operations of $0.6 million; Non-GAAP operating income of $24 million

•Net cash provided by operating activities of $40 million; Free cash flow of $33 million

Boston, MA – May 5, 2026 – Rapid7, Inc. (Nasdaq: RPD), a global leader in AI-powered managed cybersecurity operations, today announced its financial results for the first quarter 2026.

"As frontier models reshape the cybersecurity landscape, Rapid7's AI SOC and preemptive security infrastructure are more essential than ever," said Corey Thomas, CEO of Rapid7. "Our Exposure Management and Detection and Response capabilities are increasingly important to customers facing a groundswell of new vulnerabilities and attacks. And Rapid7's business is well positioned to meet that demand."

“During the first quarter, Rapid7 exceeded guidance expectations across all metrics and delivered strong free cash flow,” said Rafe Brown, CFO of Rapid7. “Anchored around our accelerated strategy to deliver the AI SOC capabilities customers need, we are focused on growing our Managed Detection and Response business while improving margins over the medium-term.”

First Quarter 2026 Financial Highlights

•Revenue: Total revenue of $210 million a decrease of 0.3% year-over-year. Product revenue of $204 million an increase of 0.1% year-over-year.

•ARR: Annualized recurring revenue of $832 million, a decrease of 0.6% year-over-year.

•Operating Income: GAAP loss from operations of $0.6 million; Non-GAAP operating income of $24.4 million.

•Net Income: GAAP net income of $1.1 million or $0.02 per diluted share and non-GAAP net income of $26.6 million or $0.36 per diluted share.

•Cash Flow: Net cash provided by operating activities of $39.8 million and free cash flow of $33.4 million.

•Total cash, cash equivalents, and government securities of $670 million as of March 31, 2026.

Recent Business Highlights

•In March, Rapid7 announced the acquisition of Kenzo Security, an agentic AI security platform built to scale security investigations autonomously, to accelerate its preemptive, AI-powered security operations, further integrating automated risk prioritization and remediation into its Command Platform.

•In March, Rapid7 released its 2026 Global Threat Landscape Report, revealing a 105% surge in the exploitation of high and critical-severity vulnerabilities as attack timelines continue to collapse.

•In March, Rapid7 expanded its Exposure Command platform with new cloud security capabilities, introducing runtime validation and Data Security Posture Management (DSPM) to enable organizations to identify, validate, and prioritize risks based on actual exploitability.

•In March, Rapid7 Labs published breakthrough research identifying sleeper cells embedded in global telecommunications networks by a state-sponsored actor with implications for government communications and critical systems. Alongside the research, Rapid7 released a free, open-source scanning script to support defenders.

•In March, Rapid7 launched updates to its PACT Partner Program, introducing a new Platinum tier and streamlined deal motions to drive partner-led growth for its Managed Detection and Response (MDR) services.

•In February, Rapid7 hosted its 2026 Partner of the Year Awards, recognizing top-performing partners for their excellence in delivering outcomes and scaling security practices within the Rapid7 ecosystem

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Second Quarter and Full Year 2026 Guidance

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.

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:

Second Quarter 2026 Full-Year 2026

(in millions, except per share data)

ARR Approximately $820 million Not provided

Year-over-year growth (2)% Not provided

Revenue $207 to $209 $836 to $842

Year-over-year growth (3)% to (2)% (3)% to (2)%

Non-GAAP income from operations $24 to $26 $112 to $118

Non-GAAP net income per share, diluted $0.33 to $0.36 $1.52 to $1.60

Weighted average shares used in non-GAAP earnings per share calculation, diluted 78.3 79.4

Free cash flow Not provided $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 second quarter 2026 and full-year 2026 does not include any potential impact of foreign exchange gains or losses.

Conference Call and Webcast Information

Rapid7 will host a conference call today, May 5, 2026, 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 a global leader in AI-powered managed cybersecurity operations, trusted to advance organizations’ cyber resilience. Open and extensible, the Rapid7 Command Platform integrates security data, enriching it with AI, threat intelligence, and 25 years of expertise and innovation to reduce risk and disrupt attackers. As a recognized leader in preemptive managed detection and response (MDR), Rapid7 unifies exposure and detection to transform the cybersecurity operations of more than 11,500 customers worldwide. 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.

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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.

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.

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.

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 income taxes, (5) depreciation expense, (6) amortization of intangible assets, (7) stock-based compensation expense, (8) acquisition-related expenses, and (9) discrete tax benefit. 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.

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Other Metrics

ARR. Annualized Recurring Revenue and Growth. ARR is defined as the annual value of all recurring revenue related to active contracts as of the last day of the period. ARR is measured at a specific point in time and does not incorporate consideration of any anticipated contract terminations or other prospective events, regardless of whether such events may exert a favorable or adverse influence on the metric. 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. We use ARR and believe it is useful to investors as a measure of the overall success of our business.

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 only InsightOps and Logentries customers with a contract value 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 second quarter and full-year 2026, 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. Such forward-looking statements are based on our current assumptions, expectations and estimates and involve a number of judgments and risks, many of which are outside of our control. Risks that could cause or contribute to such differences include, but are not limited to, 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, failure to meet our publicly announced guidance or other expectations about our business, our ability to grow our revenue, 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, our sales cycles, our ability to successfully develop, deploy and realize the expected benefits of our artificial intelligence and automation capabilities, including risks related to performance, reliability, security and customer adoption of such technologies, our ability to successfully integrate acquired companies, including Kenzo Security, and achieve the expected synergies and benefits of such acquisitions in a timely manner or at all, exposure to greater than anticipated tax liabilities, our ability to operate in compliance with applicable laws, fluctuations in foreign currency exchange rates and their impact on our results, risks related to the accuracy, efficacy and perceived reliability of our threat intelligence, detection and response capabilities, including the potential for undetected vulnerabilities, false positives or failures in our systems, 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 19, 2026, 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 and uncertainties 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: Press contact:

Matthew Wells Alice Randall

VP, Investor Relations Director, Global Corporate Communications

investors@rapid7.com press@rapid7.com

(617) 865-4277 (214) 693-4727

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RAPID7, INC.

Condensed Consolidated Balance Sheets (Unaudited)

(in thousands)

March 31, 2026 December 31, 2025

Assets

Current assets

Cash and cash equivalents $ 343,291 $ 246,664

Short-term investments 326,967 228,006

Accounts receivable, net 135,128 167,017

Deferred contract acquisition and fulfillment costs, current portion 47,342 48,370

Prepaid expenses and other current assets 47,617 47,230

Total current assets 900,345 737,287

Long-term investments — 184,119

Property and equipment, net 30,492 31,990

Operating lease right-of-use assets 44,250 45,485

Deferred contract acquisition and fulfillment costs, non-current portion 65,554 66,978

Goodwill 593,334 575,268

Intangible assets, net 67,567 65,105

Other assets 18,101 20,232

Total assets $ 1,719,643 $ 1,726,464

Liabilities and Stockholders’ Equity

Current liabilities

Accounts payable $ 12,304 $ 11,041

Accrued expenses 84,407 96,998

Convertible senior notes, current portion, net 597,574 —

Operating lease liabilities, current portion 17,964 16,176

Deferred revenue, current portion 442,260 451,155

Total current liabilities 1,154,509 575,370

Convertible senior notes, non-current portion, net 295,666 892,284

Operating lease liabilities, non-current portion 53,987 59,908

Deferred revenue, non-current portion 28,417 29,971

Other long-term liabilities 12,292 14,201

Total liabilities 1,544,871 1,571,734

Stockholders' equity:

Common stock $ 667 $ 658

Treasury stock (4,765) (4,765)

Additional paid-in capital 1,142,304 1,120,963

Accumulated other comprehensive income 89 2,527

Accumulated deficit (963,523) (964,653)

Total stockholders equity 174,772 154,730

Total liabilities and stockholders’ equity $ 1,719,643 $ 1,726,464

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RAPID7, INC.

Condensed Consolidated Statements of Operations (Unaudited)

(in thousands, except share and per share data)

Three Months Ended March 31,

2026 2025

Revenue:

Product subscriptions $ 204,049 $ 203,935

Professional services 5,642 6,318

Total revenue 209,691 210,253

Cost of revenue:

Product subscriptions 59,154 54,368

Professional services 5,595 5,112

Total cost of revenue 64,749 59,480

Total gross profit 144,942 150,773

Operating expenses:

Research and development 48,354 47,888

Sales and marketing 78,934 79,400

General and administrative 18,212 23,586

Total operating expenses 145,500 150,874

Loss from operations (558) (101)

Other income (expense), net:

Interest income 5,612 5,758

Interest expense (2,498) (2,654)

Other (expense) income, net (726) 1,802

Income before income taxes 1,830 4,805

Provision for income taxes 700 2,700

Net income $ 1,130 $ 2,105

Net income per share, basic $ 0.02 $ 0.03

Net income per share, diluted(1)

$ 0.02 $ 0.03

Weighted average common shares outstanding, basic 66,174,341 63,835,945

Weighted average common shares outstanding, diluted 66,904,992 64,224,415

(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 March 31, 2026, the 2027 and 2029 Notes were anti-dilutive; for the three months ended March 31, 2025, the 2029 Notes, 2027 Notes and 2025 Notes were anti-dilutive.

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RAPID7, INC.

Condensed Consolidated Statements of Cash Flows (Unaudited)

(in thousands)

Three Months Ended March 31,

2026 2025

Cash flows from operating activities:

Net income $ 1,130 $ 2,105

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 11,210 11,665

Amortization of debt issuance costs 1,045 1,019

Stock-based compensation expense 19,890 27,151

Deferred income taxes (1,220) —

Other 1,489 (1,153)

Changes in assets and liabilities:

Accounts receivable 31,405 27,668

Deferred contract acquisition and fulfillment costs 2,453 5,295

Prepaid expenses and other assets 1,632 (1,995)

Accounts payable 2,342 (6,555)

Accrued expenses (14,753) (20,325)

Deferred revenue (11,114) (12,874)

Other liabilities (5,692) (2,244)

Net cash provided by operating activities 39,817 29,757

Cash flows from investing activities:

Business acquisitions, net of cash acquired (23,345) —

Purchases of property and equipment (2,081) (1,361)

Capitalization of internal-use software (4,319) (3,719)

Purchases of investments — (144,461)

Sales and maturities of investments 85,000 69,000

Other investing activities — 1,328

Net cash provided by (used in) investing activities 55,255 (79,213)

Cash flows from financing activities:

Taxes paid related to net share settlement of equity awards (255) (1,303)

Proceeds from employee stock purchase plan 2,889 4,446

Proceeds from stock option exercises — 1,589

Net cash provided by financing activities 2,634 4,732

Effect of exchange rate changes on cash, cash equivalents and restricted cash (1,079) 1,334

Net increase (decrease) in cash, cash equivalents and restricted cash 96,627 (43,390)

Cash, cash equivalents and restricted cash, beginning of period $ 246,664 $ 342,101

Cash, cash equivalents and restricted cash, end of period $ 343,291 $ 298,711

Supplemental cash flow information:

Cash paid for interest on convertible senior notes $ 2,625 $ 1,571

Cash paid for income taxes, net of refunds 782 992

Reconciliation of cash, cash equivalents and restricted cash:

Cash and cash equivalents 343,291 291,462

Restricted cash included in prepaid expenses and other current assets — 7,249

Total cash, cash equivalents and restricted cash $ 343,291 $ 298,711

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RAPID7, INC.

GAAP to Non-GAAP Reconciliation (Unaudited)

(in thousands, except share and per share data)

Three Months Ended March 31,

2026 2025

GAAP total gross profit $ 144,942 $ 150,773

Add: Stock-based compensation expense(1)

1,716 2,264

Add: Amortization of acquired intangible assets(2)

4,423 4,423

Non-GAAP total gross profit $ 151,081 $ 157,460

Non-GAAP gross margin 72 % 75 %

GAAP gross profit – product subscriptions $ 144,895 $ 149,567

Add: Stock-based compensation expense 1,369 1,731

Add: Amortization of acquired intangible assets 4,423 4,423

Non-GAAP gross profit – product subscriptions $ 150,687 $ 155,721

Non-GAAP gross margin - product subscriptions 74 % 76 %

GAAP gross profit – professional services $ 47 $ 1,206

Add: Stock-based compensation expense 347 533

Non-GAAP gross profit – professional services $ 394 $ 1,739

Non-GAAP gross margin - professional services 7 % 28 %

GAAP loss from operations $ (558) $ (101)

Add: Stock-based compensation expense(1)

19,890 27,151

Add: Amortization of acquired intangible assets(2)

4,494 5,120

Add: Acquisition-related expenses(3)

606 183

Non-GAAP income from operations $ 24,432 $ 32,353

GAAP net income $ 1,130 $ 2,105

Add: Stock-based compensation expense(1)

19,890 27,151

Add: Amortization of acquired intangible assets(2)

4,494 5,120

Add: Amortization of debt issuance costs 1,045 1,019

Add: Acquisition-related expenses(3)

606 183

Add: Discrete tax items(4)

(600) —

Non-GAAP net income $ 26,565 $ 35,578

Add: Interest expense of convertible senior notes(5)

1,313 1,571

Numerator for non-GAAP earnings per share calculation $ 27,878 $ 37,149

Weighted average shares used in GAAP earnings per share calculation, basic 66,174,341 63,835,945

Dilutive effect of convertible senior notes(5)

10,429,891 11,183,611

Dilutive effect of employee equity incentive plans(6)

730,651 388,471

Weighted average shares used in non-GAAP earnings per share calculation, diluted 77,334,883 75,408,027

Non-GAAP net income per share:

Basic $ 0.40 $ 0.56

Diluted $ 0.36 $ 0.49

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(1) Includes stock-based compensation expense as follows:

Cost of revenue $ 1,716 $ 2,264

Research and development 8,406 10,386

Sales and marketing 5,071 7,241

General and administrative $ 4,697 $ 7,260

(2) Includes amortization of acquired intangible assets as follows:

Cost of revenue $ 4,423 $ 4,423

Sales and marketing 71 652

General and administrative $ — $ 45

(3) Includes acquisition-related expenses as follows:

General and administrative $ 606 $ 183

(4) Includes discrete tax items as follows:

(Benefit) Provision for income taxes $ (600) $ —

(5) 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.

(6) We use the treasury method to compute the dilutive effect of employee equity incentive awards.

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RAPID7, INC.

Reconciliation of Net Income to Adjusted EBITDA (Unaudited)

(in thousands)

Three Months Ended March 31,

2026 2025

GAAP net income

$ 1,130 $ 2,105

Interest income (5,612) (5,758)

Interest expense 2,498 2,654

Other expense (income), net 726 (1,802)

Provision for income taxes

700 2,700

Depreciation expense 2,374 2,791

Amortization of intangible assets 8,836 8,874

Stock-based compensation expense 19,890 27,151

Acquisition-related expenses 606 183

Adjusted EBITDA $ 31,148 $ 38,898

RAPID7, INC.

Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow (Unaudited)

(in thousands)

Three Months Ended March 31,

2026 2025

Net cash provided by operating activities $ 39,817 $ 29,757

Less: Purchases of property and equipment (2,081) (1,361)

Less: Capitalized internal-use software costs (4,319) (3,719)

Free cash flow $ 33,417 $ 24,677

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RAPID7, INC.

Reconciliation of Non-GAAP Guidance

(in millions, except per share data)

Anticipated Second Quarter 2026 Anticipated Full-Year 2026

Low High Low High

GAAP income from operations $ 1 to $ 3 $ 18 to $ 24

Add: Stock-based compensation expense 19 to 19 76 to 76

Add: Amortization of acquired intangible assets 4 to 4 17 to 17

Add: Acquisition-related expenses — to — 1 to 1

Non-GAAP income from operations $ 24 to $ 26 $ 112 to $ 118

GAAP net income $ 1 to $ 3 $ 19 to $ 25

Add: Stock-based compensation expense 19 to 19 76 to 76

Add: Amortization of acquired intangible assets 4 to 4 17 to 17

Add: Amortization of debt issuance costs 1 to 1 4 to 4

Add: Acquisition-related costs — to — 1 to 1

Less: Discrete tax item — to — $ (1) to $ (1)

Non-GAAP net income $ 25 to $ 27 $ 116 to $ 122

Add: Interest expense on convertible senior notes 1 to 1 5 to 5

Numerator for non-GAAP earnings per share calculation $ 26 to $ 28 $ 121 to $ 127

GAAP net income per share(1)

$ 0.01 to $ 0.04 $ 0.28 to $ 0.37

Non-GAAP net income per share, diluted $ 0.33 to $ 0.36 $ 1.52 to $ 1.60

Weighted average shares used in non-GAAP earnings per share calculation, diluted 78.3 79.4

(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 2026

Low High

Net cash provided by operating activities $ 149 to $ 159

Less: Purchases of property and equipment (7) to (7)

Less: Capitalized internal-use software costs (17) to (17)

Free cash flow $ 125 $ 135

rapid7.com 11

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