Form 8-K

8-K — Rapid7, Inc.

Accession: 0001560327-26-000043

Filed: 2026-08-10

Period: 2026-08-07

CIK: 0001560327

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Results of Operations and Financial Condition

Item: Cost Associated with Exit or Disposal Activities

Item: Financial Statements and Exhibits

Documents

8-K — rp-20260807.htm (Primary)

EX-99.1 (q22026rapid78-kex991.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

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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): August 7, 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 August 10, 2026, Rapid7, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended June 30, 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 2.05 Costs Associated with Exit or Disposal Activities.

On August 7, 2026, the board of directors of the Company approved a restructuring plan that is designed to simplify the Company's operations, align resources and investments with its core platform, and create capacity to reinvest in capabilities and solutions that improve the customer experience and strengthen the Company's competitive position (collectively, the “2026 Restructuring Plan”). The 2026 Restructuring Plan includes a reduction of the Company’s workforce by approximately 12%.

The Company estimates that it will incur approximately $10-$11 million in charges in connection with the 2026 Restructuring Plan, consisting primarily of cash charges for employee transition, notice period and severance payments, employee benefits and related facilitation costs. The Company also expects to incur certain non-cash charges, including in connection with the accelerated vesting of share-based awards, which it does not expect to be significant. The Company expects that the majority of the restructuring charges will be incurred in the third and fourth quarters of 2026 and that the execution of the 2026 Restructuring Plan, including cash payments, will be substantially complete by the end of the fourth quarter of 2026.

Potential position eliminations in each country are subject to local law and consultation requirements, which may extend this process beyond the fourth quarter of 2026 in certain countries. The charges that we expect to incur are subject to a number of assumptions, including local law requirements in various jurisdictions, and actual expenses may differ materially from the estimates disclosed above.

Cautionary Language Concerning Forward-Looking Statements

This Current Report on Form 8-K 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, statements regarding the 2026 Restructuring Plan, including the expected timing of its completion, the amount and timing of expected charges, the expected benefits of the 2026 Restructuring Plan, and our strategy, business plans and focus. 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, macroeconomic uncertainty, unstable market and economic conditions, fluctuations in our quarterly results, the possibility that the 2026 Restructuring Plan may not achieve its intended benefits or may take longer than anticipated to complete or result in charges greater than currently estimated, 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 customers’ 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 Quarterly Report on Form 10-Q filed with the SEC on May 5, 2026, particularly in the section entitled “Item 1A. 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 Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

Exhibit No. Description

99.1

Press Release, dated as of August 10, 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: August 10, 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 Second Quarter 2026 Financial Results

•Annualized recurring revenue (“ARR”) of $824 million

•Total revenue of $211 million; Product subscriptions revenue of $205 million

•GAAP income from operations of $3.0 million; Non-GAAP income from operations of $28.9 million

•Net cash provided by operating activities of $37 million; Free cash flow of $31.9 million

Boston, MA – August 10, 2026 – Rapid7, Inc. (Nasdaq: RPD), a global leader in AI-powered managed cybersecurity operations, today announced its financial results for the second quarter 2026.

“Rapid7 is a good company ready to be great, but getting there requires clear choices, strong execution, and the discipline to focus on what matters most," said Wael Mohamed, CEO of Rapid7. "Since stepping into this role, I've been listening closely to our customers, our people, and our partners, and the message is consistent: they want us to go deeper in Detection and Response and Exposure Management, not wider. The steps we're taking align our resources and investment behind our core platform and the AI foundation that connects it, giving us more capacity to invest, innovate, and serve our customers well.

Over the past year, we've been building the leadership team to take Rapid7 into its next chapter, adding Rafe as Chief Financial Officer to strengthen our operating discipline, Allan as Chief Commercial Officer to help us scale and win with customers, and Dejan as Chief Product and Technology Officer to build an AI-first platform. Now, we have taken decisive action to align our operating model and our future product investments in a direction that supports the future of the company and our industry.”

Second Quarter 2026 Financial Highlights

•Revenue: Total revenue of $210.9 million, a decrease of 1.5% year-over-year. Product revenue of $205.1 million, a decrease of 1.5% year-over-year.

•ARR: Annualized recurring revenue of $824.0 million, a decrease of 2.0% year-over-year.

•Operating Income: GAAP income from operations of $3.0 million; Non-GAAP income from operations of $28.9 million.

•Net Income: GAAP net income of $6.1 million or $0.09 per diluted share and non-GAAP net income of $33.0 million or $0.44 per diluted share.

•Cash Flow: Net cash provided by operating activities of $37.0 million and free cash flow of $31.9 million.

•Total cash, cash equivalents, and government securities of $702.6 million as of June 30, 2026.

Recent Business Highlights

•In July, Rapid7 announced general availability of Rapid7 Cyber Governance Risk and Compliance, becoming the first major security operations platform to connect GRC workflows with live Security Operations data in one platform.

•In July, Rapid7 announced a strategic distribution agreement with Mindware to scale regional availability of its managed detection and response (MDR) services and AI-powered platform.

•In July, Rapid7 unveiled key Command Platform updates, introducing "Detection as Code" capabilities via Terraform, bidirectional alert synchronization with Microsoft Defender, and intent-based Ransomware Prevention features.

•In June, Rapid7 achieved GovRAMP Authorization, expanding the availability of its AI-powered cybersecurity operations and MDR services to state, local, and educational (SLED) organizations.

•In June, Rapid7 announced its participation in Anthropic’s Project Glasswing, obtaining early access to Claude Mythos Preview to support practitioner-led defensive engineering, deep code reviews, and automated vulnerability patching.

•In May, Rapid7 announced access to OpenAI's Trusted Access for Cyber (TAC) program, integrating frontier models such as GPT-5.5 into its Agentic SOC workflows to accelerate telemetry triage and reduce false-positive queue times by 25%.

•In May, Rapid7 released its Q1 Threat Landscape Report, identifying vulnerability exploitation (38%) as having officially overtaken social engineering (24%) as the leading initial access vector.

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Restructuring

During the second quarter of 2026, the Company initiated a restructuring plan to streamline its organizational structure and better align resources and investments with its Core Platform Solutions, under which approximately 12% of the Company's workforce was notified that their positions would be affected. In connection with this plan, the Company expects to incur restructuring charges of approximately $10 million to $11 million, consisting primarily of severance and related employee costs, substantially all of which are expected to be paid during the third and fourth quarters of 2026 and excluded from the Company's non-GAAP results.

Third 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. A reconciliation of non-GAAP guidance measures to the most comparable GAAP measures is not available on a forward-looking basis without unreasonable efforts due to the high variability, complexity and low visibility with respect to the charges excluded from these non-GAAP measures.

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 2026 Full-Year 2026

(in millions, except per share data)

ARR Approximately $812 million Not provided

Year-over-year growth (3)% Not provided

Revenue $208 to $210 $837 to $841

Year-over-year growth (5)% to (4)% (3)% to (2)%

Non-GAAP income from operations $34 to $36 $129 to $133

Non-GAAP net income per share, diluted $0.44 to $0.47 $1.78 to $1.83

Weighted average shares used in non-GAAP earnings per share calculation, diluted 80.1 79.4

Free cash flow Not provided Approximately $130 million

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 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, August 10, 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-

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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, free cash flow and unlevered 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 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.

Restructuring expense. We exclude non-ordinary course restructuring expenses related to the restructuring activities because we do not believe these charges are indicative of our core operating performance and we believe the exclusion of restructuring expense provides a more useful comparison of our performance in different periods.

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) 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 and Unlevered 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 define unlevered free cash flow as free cash flow adjusted for the after-tax cash flow impact of interest income and interest expense. We believe unlevered free cash flow provides

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investors with useful supplemental information regarding our liquidity because it provides insight into the cash generated by our business before cash interest payments on financing obligations and excluding interest received on cash and investments. Management uses unlevered free cash flow to assess our ability to invest in the business and satisfy future contractual obligations. However, given our debt obligations, non-cancelable commitments and other contractual obligations, unlevered free cash flow does not represent residual cash flow available for discretionary expenses.

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. 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, statements regarding our financial guidance for the third quarter and full-year 2026, and the assumptions underlying such guidance, and statements regarding our restructuring plan, including the expected timing of its completion, the amount and timing of expected charges, the expected benefits of the restructuring plan, and our strategy, business plans and focus. 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, the possibility that our restructuring plan may not achieve its intended benefits or may take longer than anticipated to complete or result in charges greater than currently estimated, 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 customers' 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

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and results described in our filings with the Securities and Exchange Commission (the “SEC”), including our most recent Quarterly Report on Form 10-Q filed with the SEC on May 5,, 2026, particularly in the section entitled "Item 1A 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:

Ryan Flanagan and Ryan Gardella Christine Nurnberger

ICR for Rapid7 SVP Global Marketing and Growth

investors@rapid7.com press@rapid7.com

(617) 865-4277 (857) 216-7804

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RAPID7, INC.

Condensed Consolidated Balance Sheets (Unaudited)

(in thousands)

June 30, 2026 December 31, 2025

Assets

Current assets

Cash and cash equivalents $ 425,607 $ 246,664

Short-term investments 276,972 228,006

Accounts receivable, net 141,253 167,017

Deferred contract acquisition and fulfillment costs, current portion 46,302 48,370

Prepaid expenses and other current assets 41,045 47,230

Total current assets 931,179 737,287

Long-term investments — 184,119

Property and equipment, net 29,179 31,990

Operating lease right-of-use assets 41,500 45,485

Deferred contract acquisition and fulfillment costs, non-current portion 66,048 66,978

Goodwill 593,334 575,268

Intangible assets, net 63,340 65,105

Other assets 18,983 20,232

Total assets $ 1,743,563 $ 1,726,464

Liabilities and Stockholders’ Equity

Current liabilities

Accounts payable $ 14,058 $ 11,041

Accrued expenses 93,431 96,998

Convertible senior notes, current portion, net 598,206 —

Operating lease liabilities, current portion 17,946 16,176

Deferred revenue, current portion 436,710 451,155

Total current liabilities 1,160,351 575,370

Convertible senior notes, non-current portion, net 296,020 892,284

Operating lease liabilities, non-current portion 49,475 59,908

Deferred revenue, non-current portion 25,715 29,971

Other long-term liabilities 15,298 14,201

Total liabilities 1,546,859 1,571,734

Stockholders' equity:

Common stock $ 672 $ 658

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

Additional paid-in capital 1,158,619 1,120,963

Accumulated other comprehensive (loss) income (372) 2,527

Accumulated deficit (957,450) (964,653)

Total stockholders equity 196,704 154,730

Total liabilities and stockholders’ equity $ 1,743,563 $ 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 June 30, Six Months Ended June 30,

2026 2025 2026 2025

Revenue:

Product subscriptions $ 205,051 $ 208,097 $ 409,100 $ 412,032

Professional services 5,832 6,096 11,474 12,414

Total revenue 210,883 214,193 420,574 424,446

Cost of revenue:

Product subscriptions 59,925 57,236 119,079 111,604

Professional services 5,620 5,823 11,215 10,935

Total cost of revenue 65,545 63,059 130,294 122,539

Total gross profit 145,338 151,134 290,280 301,907

Operating expenses:

Research and development 47,073 47,227 95,427 95,115

Sales and marketing 76,186 79,247 155,120 158,647

General and administrative 17,385 21,166 35,597 44,752

Restructuring 1,675 — 1,675 —

Total operating expenses 142,319 147,640 287,819 298,514

Income from operations 3,019 3,494 2,461 3,393

Other income (expense), net:

Interest income 5,539 5,514 11,151 11,272

Interest expense (2,533) (2,627) (5,031) (5,281)

Other (expense) income, net (162) 3,957 (888) 5,759

Income before income taxes 5,863 10,338 7,693 15,143

(Benefit) provision for income taxes (210) 2,000 490 4,700

Net income $ 6,073 $ 8,338 $ 7,203 $ 10,443

Net income per share, basic $ 0.09 $ 0.13 $ 0.11 $ 0.16

Net income per share, diluted(1)

$ 0.09 $ 0.13 $ 0.11 $ 0.16

Weighted average common shares outstanding, basic 67,024,154 64,441,000 66,601,615 64,140,087

Weighted average common shares outstanding, diluted 67,919,961 64,696,992 67,415,140 64,462,318

(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 June 30, 2026, the 2027 and 2029 Notes were anti-dilutive; for the three months ended June 30, 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 June 30, Six Months Ended June 30,

2026 2025 2026 2025

Cash flows from operating activities:

Net income $ 6,073 $ 8,338 $ 7,203 $ 10,443

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

Depreciation and amortization 11,231 11,390 22,441 23,055

Amortization of debt issuance costs 1,077 999 2,122 2,018

Stock-based compensation expense 19,825 27,581 39,715 54,732

Deferred income taxes (1,770) — (2,990) —

Other (354) (3,541) 1,135 (4,694)

Changes in assets and liabilities:

Accounts receivable (6,250) (10,176) 25,155 17,492

Deferred contract acquisition and fulfillment costs 545 4,505 2,998 9,800

Prepaid expenses and other assets 10,690 (3,803) 12,322 (5,798)

Accounts payable 1,691 3,596 4,033 (2,959)

Accrued expenses 6,483 7,089 (8,270) (13,236)

Deferred revenue (8,483) 549 (19,597) (12,325)

Other liabilities (3,770) 1,015 (9,462) (1,229)

Net cash provided by operating activities 36,988 47,542 76,805 77,299

Cash flows from investing activities:

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

Purchases of property and equipment (1,154) (948) (3,235) (2,309)

Capitalization of internal-use software (3,909) (4,314) (8,228) (8,033)

Purchases of investments — (87,555) — (232,016)

Sales and maturities of investments 50,000 51,500 135,000 120,500

Other investing activities (100) — (100) 1,328

Net cash provided by (used in) investing activities 44,837 (41,317) 100,092 (120,530)

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 (47) (595) (302) (1,898)

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

Proceeds from stock option exercises — — — 1,589

Issuance of common stock from acquisition — 755 — 755

Net cash provided by (used in) financing activities (47) (47,122) 2,587 (42,390)

Effect of exchange rate changes on cash, cash equivalents and restricted cash 538 3,513 (541) 4,847

Net increase (decrease) in cash, cash equivalents and restricted cash 82,316 (37,384) 178,943 (80,774)

Cash, cash equivalents and restricted cash, beginning of period $ 343,291 $ 298,711 $ 246,664 $ 342,101

Cash, cash equivalents and restricted cash, end of period $ 425,607 $ 261,327 $ 425,607 $ 261,327

Supplemental cash flow information:

Cash paid for interest on convertible senior notes $ — $ 1,399 $ 2,625 $ 2,970

Cash paid for income taxes, net of refunds received 3,837 4,720 4,619 5,712

rapid7.com 8

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,

2026 2025 2026 2025

GAAP total gross profit $ 145,338 $ 151,134 $ 290,280 $ 301,907

Add: Stock-based compensation expense(1)

1,586 2,580 3,302 4,844

Add: Amortization of acquired intangible assets(2)

4,245 4,423 8,668 8,846

Non-GAAP total gross profit $ 151,169 $ 158,137 $ 302,250 $ 315,597

Non-GAAP gross margin 72 % 74 % 72 % 74 %

GAAP gross profit – product subscriptions $ 145,126 $ 150,861 $ 290,021 $ 300,428

Add: Stock-based compensation expense 1,282 2,054 2,651 3,785

Add: Amortization of acquired intangible assets 4,245 4,423 8,668 8,846

Non-GAAP gross profit – product subscriptions $ 150,653 $ 157,338 $ 301,340 $ 313,059

Non-GAAP gross margin - product subscriptions 73 % 76 % 74 % 76 %

GAAP gross profit – professional services $ 212 $ 273 $ 259 $ 1,479

Add: Stock-based compensation expense 304 526 651 1,059

Non-GAAP gross profit – professional services $ 516 $ 799 $ 910 $ 2,538

Non-GAAP gross margin - professional services 9 % 13 % 8 % 20 %

GAAP income from operations $ 3,019 $ 3,494 $ 2,461 $ 3,393

Add: Stock-based compensation expense(1)

19,825 27,581 39,715 54,732

Add: Amortization of acquired intangible assets(2)

4,268 5,090 8,762 10,210

Add: Acquisition-related expenses(3)

98 183 704 366

Add: Restructuring expense 1,675 $ — 1,675 —

Non-GAAP income from operations $ 28,885 $ 36,348 $ 53,317 $ 68,701

GAAP net income $ 6,073 $ 8,338 $ 7,203 $ 10,443

Add: Stock-based compensation expense(1)

19,825 27,581 39,715 54,732

Add: Amortization of acquired intangible assets(2)

4,268 5,090 8,762 10,210

Add: Amortization of debt issuance costs 1,077 999 2,122 2,018

Add: Acquisition-related expenses(3)

98 183 704 366

Add: Discrete tax items(4)

— — (600) —

Add: Restructuring expense 1,675 $ — 1,675 —

Non-GAAP net income $ 33,016 $ 42,191 $ 59,581 $ 77,769

Add: Interest expense of convertible senior notes(5)

1,312 1,399 2,625 2,625

Numerator for non-GAAP earnings per share calculation $ 34,328 $ 43,590 $ 62,206 $ 80,394

Weighted average shares used in GAAP earnings per share calculation, basic 67,024,154 64,441,000 66,601,615 64,140,087

Dilutive effect of convertible senior notes(5)

10,429,891 10,686,653 10,429,891 10,429,891

Dilutive effect of employee equity incentive plans(6)

895,807 255,992 842,964 322,231

Weighted average shares used in non-GAAP earnings per share calculation, diluted 78,349,852 75,383,645 77,874,470 74,892,209

rapid7.com 9

Non-GAAP net income per share:

Basic $ 0.49 $ 0.65 $ 0.89 $ 1.21

Diluted $ 0.44 $ 0.58 $ 0.80 $ 1.07

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

Cost of revenue $ 1,586 $ 2,580 $ 3,302 $ 4,844

Research and development 9,242 10,250 17,648 20,636

Sales and marketing 4,443 7,451 9,514 14,692

General and administrative $ 4,554 $ 7,300 $ 9,251 $ 14,560

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

Cost of revenue $ 4,245 $ 4,423 $ 8,668 $ 8,846

Sales and marketing 23 652 $ 94 1,304

General and administrative $ — $ 15 $ — 60

(3) Includes acquisition-related expenses as follows:

General and administrative $ 98 $ 183 $ 704 $ 366

(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.

rapid7.com 10

RAPID7, INC.

Reconciliation of Net Income to Adjusted EBITDA (Unaudited)

(in thousands)

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

GAAP net income

$ 6,073 $ 8,338 $ 7,203 $ 10,443

Interest income (5,539) (5,514) (11,151) (11,272)

Interest expense 2,533 2,627 5,031 5,281

Other expense (income), net 162 (3,957) 888 (5,759)

Provision for income taxes

(210) 2,000 490 4,700

Depreciation expense 2,651 2,349 5,025 5,140

Amortization of intangible assets 8,580 9,041 17,416 17,915

Stock-based compensation expense 19,825 27,581 39,715 54,732

Acquisition-related expenses 98 183 704 366

Restructuring expense 1,675 — 1,675 —

Adjusted EBITDA $ 35,848 $ 42,648 $ 66,996 $ 81,546

RAPID7, INC.

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

(in thousands)

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net cash provided by operating activities $ 36,988 $ 47,542 $ 76,805 $ 77,299

Less: Purchases of property and equipment (1,154) (948) (3,235) (2,309)

Less: Capitalized internal-use software costs (3,909) (4,314) (8,228) (8,033)

Free cash flow $ 31,925 $ 42,280 $ 65,342 $ 66,957

Cash received from interest, net of tax (2,887) (3,883) (6,289) (9,531)

Cash paid for interest, net of tax — 401 2,343 2,435

Unlevered free cash flow $ 29,038 $ 38,397 $ 59,053 $ 57,426

rapid7.com 11

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