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0001560327false00015603272026-02-102026-02-10

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): February 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 February 10, 2026, Rapid7, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended December 31, 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 Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 5, 2026, Mr. Michael Berry notified the Board of Directors (the “Board”) of the Company that he has decided not to stand for re-election to the Board at the Company’s 2026 Annual General Meeting of Shareholders (the “Annual Meeting”). Mr. Berry will continue to serve as a director until the conclusion of the Annual Meeting. Mr. Berry's decision not to stand for re-election was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. The Board thanks Mr. Berry for his more than 13 years of service and contributions as a director.
Item 9.01 Financial Statements and Exhibits.
 
(d)Exhibits
Exhibit No.    Description
99.1   
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: February 10, 2026
    By:   /s/ Rafe Brown
      Rafe Brown
      Chief Financial Officer

EX-99.1 2 q42025rapid78-kex991.htm EX-99.1 Document

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Exhibit 99.1
Rapid7 Announces Fourth Quarter and Full-Year 2025 Financial Results
•Annualized recurring revenue (“ARR”) of $840 million
•Full-year revenue of $860 million, increased 2% year-over-year
•Full-year net cash provided by operating activities of $154 million; free cash flow of $130 million

Boston, MA – February 10, 2026 – Rapid7, Inc. (Nasdaq: RPD), a leader in threat detection and exposure management, today announced its financial results for the fourth quarter and full year 2025.
"Rapid7 exited 2025 delivering outperformance against fourth quarter ARR, revenue, and profitability guidance," said Corey Thomas, CEO of Rapid7. "Our differentiated approach to AI security operations continues to resonate with customers and gain market recognition. We are entering 2026 with a relentless focus on driving innovation, scaling up our execution, and securing Rapid7 customers' rapidly evolving attack surfaces."
Fourth Quarter 2025 Financial Highlights

•Revenue: Total revenue of $217 million increased 1% year-over-year. Product revenue of $209 million increased 1% year-over-year.
•ARR: Annual recurring revenue of $840 million, flat year-over-year.
•Operating Income: GAAP operating income of $2.3 million; Non-GAAP operating income of $30.1 million.
•Net Income: GAAP net income of $3.1 million or $0.05 per diluted share and non-GAAP net income of $32.1 million or $0.44 per diluted share.
•Cash Flow: Net cash provided by operating activities of $37.6 million and free cash flow of $32.3 million.
•Total cash, cash equivalents, and government securities of $659 million as of December 31, 2025.
Full Year Fiscal 2025 Financial Highlights

•Revenue: Total revenue of $860 million increased 2% year-over-year. Product revenue of $831 million increased 3% year-over-year.
•Operating Income: GAAP operating income of $11.6 million; Non-GAAP operating income of $135.7 million.
•Net Income: GAAP net income of $23.4 million or $0.36 per diluted share and non-GAAP net income of $151.8 million or $2.08 per diluted share.
•Cash Flow: Net cash provided by operating activities of $153.8 million and free cash flow of $130.1 million.
•Customers: Total customers of over 11,500 and average ARR per customer of approximately $72,000.
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Recent Business Highlights
 
•In January, Rapid7 announced the general availability of Managed Detection and Response (MDR) for Microsoft, bringing Rapid7’s Preemptive MDR and AI SOC capabilities to companies within Microsoft’s security ecosystem and unlocking integrated protection across Microsoft environments.
•In January, Rapid7 announced a strategic partnership with ARMO to enable new runtime security capabilities to reduce cloud risk faster and help security teams respond to active threats with confidence.
•In January, Rapid7 was recognized by Built In as a 2026 Best Places to Work with specific recognition for its footprint in Austin, Boston, and Washington, DC.
•In December, Rapid7 announced a partnership with HITRUST to automate cybersecurity assurance and reduce the cost and complexity for regulated industries to meet key compliance standards.
•In December, Rapid7 was granted its 300th cybersecurity patent and now holds over 80 patents focused primarily on advanced AI and machine learning technologies implemented across its products, platform, and SOC services.
•In November, Rapid7 announced the launch of Curated Intelligence Rules for AWS Network Firewall to enable AWS users the ability to leverage industry-leading, curated threat intelligence directly to better protect their native AWS environments from the latest threats.
•In November, Rapid7 was recognized as a Leader in the 2025 Gartner® Magic Quadrant™ for Exposure Assessment Platforms (EAP) with specific recognition for completeness of vision and ability to execute.
•In November, Rapid7 released its Q3 2025 Threat Landscape Report, revealing how threat actors are accelerating the race between vulnerability disclosure and exploitation, consolidating ransomware power structures, and increasingly weaponizing artificial intelligence to evade detection. The report analyzed data from Rapid7’s Intelligence Hub, AttackerKB, incident response, and MDR telemetry.

First 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:
First Quarter 2026 Full-Year 2026
(in millions, except per share data)
ARR Approximately $830 million Not provided
Year-over-year growth (1)% —%
Revenue $207 to $209 $835 to $843
Year-over-year growth (2)% to (1)% (3)% to (2)%
Non-GAAP income from operations $19 to $21 $108 to $116
Non-GAAP net income per share $0.29 to $0.32 $1.50 to $1.60
Weighted average shares outstanding 77.1 78.2
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 first quarter 2026 and full-year 2026 does not include any potential impact of foreign exchange gains or losses.
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Conference Call and Webcast Information
Rapid7 will host a conference call today, February 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-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.
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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.
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.
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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 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.
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 first 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. 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:
Matthew Wells
VP, Investor Relations
investors@rapid7.com
(617) 865-4277

Press contact:
Alice Randall
Director, Global Corporate Communications
press@rapid7.com
(214) 693-4727


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RAPID7, INC.    
Condensed Consolidated Balance Sheets (Unaudited)     
(in thousands)    
December 31, 2025 December 31, 2024
Assets
Current assets
Cash and cash equivalents $ 246,664  $ 334,686 
Short-term investments 228,006  187,025 
Accounts receivable, net 167,017  168,242 
Deferred contract acquisition and fulfillment costs, current portion 48,370  52,134 
Prepaid expenses and other current assets 47,230  44,024 
Total current assets 737,287  786,111 
Long-term investments 184,119  37,274 
Property and equipment, net 31,990  32,245 
Operating lease right-of-use assets 45,485  48,877 
Deferred contract acquisition and fulfillment costs, non-current portion 66,978  73,672 
Goodwill 575,268  575,268 
Intangible assets, net 65,105  85,719 
Other assets 20,232  12,868 
Total assets $ 1,726,464  $ 1,652,034 
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable $ 11,041  $ 18,908 
Accrued expenses 96,998  88,802 
Convertible senior notes, current portion, net —  45,895 
Operating lease liabilities, current portion 16,176  15,493 
Deferred revenue, current portion 451,155  461,118 
Total current liabilities 575,370  630,216 
Convertible senior notes, non-current portion, net 892,284  888,356 
Operating lease liabilities, non-current portion 59,908  68,430 
Deferred revenue, non-current portion 29,971  27,078 
Other long-term liabilities 14,201  20,243 
Total liabilities 1,571,734  1,634,323 
Stockholders' equity:
Common stock $ 658  $ 635 
Treasury stock (4,765) (4,765)
Additional paid-in capital 1,120,963  1,011,080 
Accumulated other comprehensive (loss) income 2,527  (1,205)
Accumulated deficit (964,653) (988,034)
Total stockholders equity 154,730  17,711 
Total liabilities and stockholders’ equity $ 1,726,464  $ 1,652,034 
Note: Certain prior periods reflect immaterial corrections. Refer to Note 20, Immaterial Correction of an Error, in the notes to our 2024 Form 10-K filed on February 28, 2025 for further information.
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RAPID7, INC.
Condensed Consolidated Statements of Operations (Unaudited)
(in thousands, except share and per share data)
Three Months Ended December 31, Year Ended December 31,
2025 2024 2025 2024
Revenue:
Product subscriptions $ 209,147  $ 206,328  $ 831,325  $ 808,906 
Professional services 8,241  9,933  28,469  35,101 
Total revenue 217,388  216,261  859,794  844,007 
Cost of revenue:
Product subscriptions 60,252  58,932  230,119  225,547 
Professional services 7,265  6,960  24,921  25,488 
Total cost of revenue 67,517  65,892  255,040  251,035 
Total gross profit 149,871  150,369  604,754  592,972 
Operating expenses:
Research and development 48,631  46,334  190,660  173,126 
Sales and marketing 79,722  72,767  317,665  298,809 
General and administrative 19,246  23,989  84,861  86,002 
Total operating expenses 147,599  143,090  593,186  557,937 
Income from operations
2,272  7,279  11,568  35,035 
Other income (expense), net:
Interest income 5,580  5,551  23,019  21,063 
Interest expense (2,570) (2,783) (10,436) (10,963)
Other income (expense), net 444  (4,361) 6,030  (3,680)
Income before income taxes
5,726  5,686  30,181  41,455 
Provision for income taxes
2,597  3,514  6,800  15,929 
Net income
$ 3,129  $ 2,172  $ 23,381  $ 25,526 
Net income per share, basic(1)
$ 0.05  $ 0.03  $ 0.36  $ 0.41 
Net income per share, diluted
$ 0.05  $ 0.03  $ 0.36  $ 0.40 
Weighted-average common shares outstanding, basic 65,643,762  63,339,306  64,727,551  62,607,583 
Weighted-average common shares outstanding, diluted 65,881,693  63,901,277  65,001,955  63,183,651 
(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 December 31, 2025, the 2027 and 2029 Notes were anti-dilutive. On an if-converted basis, for the year ended December 31, 2025 and 2024 and the three months ended December 31, 2024, the 2025, 2027 and 2029 Notes were anti-dilutive.

Note: Certain prior periods reflect immaterial corrections. Refer to Note 20, Immaterial Correction of an Error, in the notes to our 2024 Form 10-K filed on February 28, 2025 for further information.
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RAPID7, INC.
Condensed Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
Three Months Ended December 31, Year Ended December 31,
2025 2024 2025 2024
Cash flows from operating activities:
Net income $ 3,129  $ 2,172  $ 23,381  $ 25,526 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 11,181  11,436  45,436  44,893 
Amortization of debt issuance costs 1,095  1,122  4,211  4,447 
Stock-based compensation expense 23,276  27,412  104,335  107,961 
Deferred income taxes (390) (1,049) (1,690) 791 
Other (1,624) 3,031  (6,354) (1,503)
Changes in assets and liabilities:
Accounts receivable (24,244) (27,912) 1,667  (5,480)
Deferred contract acquisition and fulfillment costs (3,681) (3,703) 10,457  (4,196)
Prepaid expenses and other assets (8,884) (3,257) (10,223) 2,805 
Accounts payable (5,123) 13,227  (8,929) 2,777 
Accrued expenses 20,913  7,584  10,090  (9,829)
Deferred revenue 28,540  36,317  (8,371) (795)
Other liabilities (6,614) (2,607) (10,183) 4,273 
Net cash provided by operating activities 37,574  63,773  153,827  171,670 
Cash flows from investing activities:
Business acquisitions, net of cash acquired —  (103) —  (37,301)
Purchases of property and equipment (1,153) (1,183) (7,599) (3,425)
Capitalization of internal-use software (4,122) (3,748) (16,106) (14,162)
Purchases of investments (30,304) —  (533,342) (242,494)
Sales and maturities of investments 123,822  58,000  351,322  250,500 
Purchase of strategic equity investments (5,500) —  (5,500) — 
Other investing activities —  —  1,786  360 
Net cash provided by (used in) investing activities 82,743  52,966  (209,439) (46,522)
Cash flows from financing activities:
Payment of debt issuance costs —  —  (1,693) — 
Payments for maturity of convertible senior notes —  —  (45,992) — 
Payments related to business acquisitions (4,091) (500) (4,091) (500)
Taxes paid related to net share settlement of equity awards (585) (847) (3,020) (4,730)
Proceeds from employee stock purchase plan —  —  7,703  9,246 
Proceeds from stock option exercises —  130  1,589  1,566 
Net cash (used in) provided by financing activities (4,676) (1,217) (45,504) 5,582 
Effect of exchange rate changes on cash ,cash equivalents and restricted cash 410  (3,529) 5,679  (2,756)
Net (decrease) increase in cash, cash equivalents and restricted cash 116,051  111,993  (95,437) 127,974 
Cash, cash equivalents and restricted cash, beginning of period $ 130,613  $ 230,108  $ 342,101  $ 214,127 
Cash, cash equivalents and restricted cash, end of period $ 246,664  $ 342,101  $ 246,664  $ 342,101 
Supplemental cash flow information:
Cash paid for interest on convertible senior notes $ 1,312  $ 518  $ 5,768  $ 6,358 
Cash paid for income taxes, net of refunds 824 1,876 7,948 8,489
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Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents 246,664 334,686 246,664 334,686
Restricted cash included in other assets —  7,415 —  7,415
Total cash, cash equivalents and restricted cash $ 246,664  $ 342,101  $ 246,664  $ 342,101 

Note: Certain prior periods reflect immaterial corrections. Refer to Note 20, Immaterial Correction of an Error, in the notes to our 2024 Form 10-K filed on February 28, 2025 for further information.
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RAPID7, INC.    
GAAP to Non-GAAP Reconciliation (Unaudited)    
(in thousands, except share and per share data)   
 
Three Months Ended December 31, Year Ended December 31,
2025 2024 2025 2024
GAAP total gross profit $ 149,871  $ 150,369  $ 604,754  $ 592,972 
Add: Stock-based compensation expense(1)
$ 2,340  $ 3,109  $ 9,641  $ 12,208 
Add: Amortization of acquired intangible assets(2)
$ 4,423  $ 4,424  $ 17,693  $ 17,163 
Non-GAAP total gross profit $ 156,634  $ 157,902  $ 632,088  $ 622,343 
Non-GAAP gross margin 72  % 73  % 74  % 74  %
GAAP gross profit – product subscriptions $ 148,895  $ 147,396  $ 601,206  $ 583,359 
Add: Stock-based compensation expense $ 1,748  $ 2,576  $ 7,464  $ 10,376 
Add: Amortization of acquired intangible assets $ 4,423  $ 4,424  $ 17,693  $ 17,163 
Non-GAAP gross profit – product subscriptions $ 155,066  $ 154,396  $ 626,363  $ 610,898 
Non-GAAP gross margin - product subscriptions 74  % 75  % 75  % 76  %
GAAP gross profit – professional services $ 976  $ 2,973  $ 3,548  $ 9,613 
Add: Stock-based compensation expense $ 592  $ 533  $ 2,177  $ 1,832 
Non-GAAP gross profit – professional services $ 1,568  $ 3,506  $ 5,725  $ 11,445 
Non-GAAP gross margin - professional services 19  % 35  % 20  % 33  %
GAAP income from operations $ 2,272  $ 7,279  $ 11,568  $ 35,035 
Add: Stock-based compensation expense(1)
$ 23,276  $ 27,412  $ 104,335  $ 107,961 
Add: Amortization of acquired intangible assets(2)
$ 4,494  $ 5,121  $ 19,296  $ 19,951 
Add: Acquisition-related expenses(3)
$ 83  $ 183  $ 533  $ 751 
Add: Restructuring expense(4)
$ —  $ —  $ —  $ (190)
Non-GAAP income from operations $ 30,125  $ 39,995  $ 135,732  $ 163,508 
GAAP net income $ 3,129  $ 2,172  $ 23,381  $ 25,526 
Add: Stock-based compensation expense(1)
$ 23,276  $ 27,412  $ 104,335  $ 107,961 
Add: Amortization of acquired intangible assets(2)
$ 4,494  $ 5,121  $ 19,296  $ 19,951 
Add: Amortization of debt issuance costs $ 1,095  $ 1,122  $ 4,211  $ 4,447 
Add: Acquisition-related expenses(3)
$ 83  $ 183  $ 533  $ 751 
Add: Discrete tax items(5)
$ —  $ (1,668) $ —  $ 4,692 
Add: Restructuring expense $ —  $ —  $ —  $ (190)
Non-GAAP net income $ 32,077  $ 34,342  $ 151,756  $ 163,138 
Add: Interest expense of convertible senior notes(6)
$ 1,312  $ 1,571  $ 5,595  $ 6,285 
Numerator for non-GAAP earnings per share calculation $ 33,389  $ 35,913  $ 157,351  $ 169,423 
Weighted average shares used in GAAP earnings per share calculation, basic 65,643,762  63,339,306  64,727,551  62,607,583 
Dilutive effect of convertible senior notes(6)
10,429,891  11,183,611  10,679,754  11,183,611 
Dilutive effect of employee equity incentive plans(7)
237,931  561,971  274,405  576,068 
Weighted average shares used in non-GAAP earnings per share calculation, diluted 76,311,584  75,084,888  75,681,710  74,367,262 
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Non-GAAP net income per share:
Basic $ 0.49  $ 0.54  $ 2.34  $ 2.61 
Diluted $ 0.44  $ 0.48  $ 2.08  $ 2.28 
(1) Includes stock-based compensation expense as follows:
Cost of revenue $ 2,340  $ 3,109  $ 9,641  $ 12,208 
Research and development $ 9,322  $ 10,703  $ 39,357  $ 37,566 
Sales and marketing $ 6,283  $ 6,615  $ 28,230  $ 28,718 
General and administrative $ 5,331  $ 6,985  $ 27,107  $ 29,469 
(2) Includes amortization of acquired intangible assets as follows:
Cost of revenue $ 4,423  $ 4,424  $ 17,693  $ 17,163 
Sales and marketing $ 71  $ 652  $ 1,543  2,608 
General and administrative $ —  $ 45  $ 60  180 
(3) Includes acquisition-related expenses as follows:
General and administrative $ 83  $ 183  $ 533  $ 751 
(4) For the twelve months ended December 31, 2024, restructuring expense was recorded within general and administrative expense in our condensed consolidated statement of operations.
(5) Includes discrete tax items as follows:
(Benefit) Provision for income taxes $ —  $ (1,668) $ —  $ 4,692 
(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 awards.
Note: Certain prior periods reflect immaterial corrections. Refer to Note 20, Immaterial Correction of an Error, in the notes to our 2024 Form 10-K filed on February 28, 2025 for further information.
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RAPID7, INC.
Reconciliation of Net Income to Adjusted EBITDA (Unaudited)
(in thousands)
 
Three Months Ended December 31, Year Ended December 31,
2025 2024 2025 2024
GAAP net income
$ 3,129  $ 2,172  $ 23,381  $ 25,526 
Interest income (5,580) (5,551) (23,019) (21,063)
Interest expense 2,570  2,783  10,436  10,963 
Other expense (income), net (444) 4,361  (6,030) 3,680 
Provision for income taxes
2,597  3,514  6,800  15,929 
Depreciation expense 2,289  2,658  9,767  11,059 
Amortization of intangible assets 8,892  8,778  35,669  33,834 
Stock-based compensation expense 23,276  27,412  104,335  107,961 
Acquisition-related expenses 83  183  533  751 
Restructuring expense —  —  —  (190)
Adjusted EBITDA $ 36,812  $ 46,310  $ 161,872  $ 188,450 

Note: Certain prior periods reflect immaterial corrections. Refer to Note 20, Immaterial Correction of an Error, in the notes to our 2024 Form 10-K filed on February 28, 2025 for further information.

RAPID7, INC.
Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow (Unaudited)
(in thousands)
 
Three Months Ended December 31, Year Ended December 31,
2025 2024 2025 2024
Net cash provided by operating activities $ 37,574  $ 63,773  $ 153,827  $ 171,670 
Less: Purchases of property and equipment (1,153) (1,183) (7,599) (3,425)
Less: Capitalized internal-use software costs (4,122) (3,748) (16,106) (14,162)
Free cash flow $ 32,299  $ 58,842  $ 130,122  $ 154,083 







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First Quarter and Full-Year 2026 Guidance
GAAP to Non-GAAP Reconciliation    
(in millions, except per share data)

First Quarter 2026 Full-Year 2026
Reconciliation of GAAP (loss) income from operations to non-GAAP income from operations: Low High Low High
Anticipated GAAP (loss) income from operations $ (7) to $ (5) $ 12  to $ 20 
Add: Anticipated stock-based compensation expense 22  to 22  80  to 80 
Add: Anticipated amortization of acquired intangible assets to 16  to 16 
Anticipated non-GAAP income from operations $ 19  to $ 21  $ 108  to $ 116 
Reconciliation of GAAP net (loss) income to non-GAAP net income:
Anticipated GAAP net (loss) income $ (6) to $ (4) $ 12  to $ 20 
Add: Anticipated stock-based compensation expense 22  to 22  80  to 80 
Add: Anticipated amortization of acquired intangible assets to 16  to 16 
Add: Anticipated amortization of debt issuance costs to to
Anticipated non-GAAP net income $ 21  to $ 23  $ 112  to $ 120 
Add: Anticipated interest expense on convertible senior notes to to
Numerator for non-GAAP earnings per share calculation $ 22  to $ 24  $ 117  to $ 125 
Anticipated GAAP net (loss) income per share1
$ (0.09) $ (0.06) $ 0.18  $ 0.30 
Anticipated non-GAAP net income per share, diluted $ 0.29  $ 0.32  $ 1.50  $ 1.60 
Weighted average shares used in earnings per share calculation, diluted 77.1 78.2
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
Reconciliation of net cash provided by operating activities to free cash flow: Low High
Anticipated net cash provided by operating activities $ 151  to $ 161 
Less: Anticipated purchases of property and equipment (8) to (8)
Less: Anticipated capitalized internal-use software costs (18) to (18)
Anticipated free cash flow $ 125  $ 135 
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