JANA Partners Management, LP 4

4 · Rapid7, Inc. · Filed Jun 10, 2026

AI-generated summary of this filing

Updated Jun 10, 2026

Rapid7 (RPD) Partner Kevin Galligan Receives 15,208 RSU Award

What Happened

Kevin G. Galligan, a Partner associated with 10% owner JANA Partners Management, LP and a director of Rapid7 (RPD), was granted 15,208 restricted stock units (RSUs) on 2026-06-09. The filing reports the acquisition at $0 per unit (code J) because these are contingent RSUs, not an open-market purchase. Each RSU represents a contingent right to one share of Rapid7 common stock upon settlement.

Key Details

Transaction date: 2026-06-09; filing date: 2026-06-10 (filing appears timely).
Amount: 15,208 RSUs; reported acquisition price: $0 per unit.
Vesting: RSUs vest in full on the earlier of (i) the next annual meeting of stockholders after the grant or (ii) the first anniversary of the grant, subject to continued service.
Assignment/settlement: Mr. Galligan assigned rights to JANA; settlement on vesting will be made to JANA Partners Management, LP.
Post-transaction holdings: The filing does not state total shares beneficially owned after settlement.
Reporting status: JANA is a 10% owner; a filing remark notes JANA will no longer file as a director-by-deputization for Section 16 purposes. The filing includes standard disclaimers that certain principals disclaim beneficial ownership except to the extent of any pecuniary interest.

Context

This is an equity award (grant of RSUs), not an open-market buy or sale. Awards like this compensate directors and do not by themselves indicate a buy/sell decision in the market. Because the RSUs are contingent on continued service and a vesting event, they only convert to actual shares if and when vested and settled to JANA.

Form 4

Period: 2026-06-09

10% Owner

Transactions

Other
Common Stock, par value $0.01 per share
[F1][F2][F3][F4]
2026-06-09+15,208→ 6,775,357 total(indirect: See footnotes)

Footnotes (4)

[F1]This security represents restricted stock units granted under the Issuer's 2015 Equity Incentive Plan, as amended, as a grant to Kevin G. Galligan ("Mr. Galligan"), a Partner of JANA Partners Management, LP ("JANA" or the "Reporting Person"), in connection with his service on the Issuer's Board of Directors. Each restricted stock unit represents a contingent right to receive one share of common stock of the Issuer.
[F2]This restricted stock unit grant vests in full on the earlier of: (i) the date of the Issuer's next annual meeting of stockholders held after the date of the grant or (ii) the first anniversary of the date of grant, in each case subject to Mr. Galligan's continued service with the Issuer through the applicable vesting date.
[F3]Mr. Galligan has assigned all rights to any shares issuable pursuant to the grant to the Reporting Person. Pursuant to the assignment, settlement of the award on vesting will be made to the Reporting Person.
[F4]JANA is a private money management firm which beneficially owns the securities reported herein through various accounts under its management and control. JANA Partners Management GP, LLC (the "GP") is the general partner of JANA. Barry Rosenstein is the Founder of the GP and JANA. Barry Rosenstein, JANA, and the GP disclaim any beneficial ownership of any of the Issuer's securities reported herein except to the extent of their pecuniary interest therein, if any.

Signature

/s/ JANA Partners Management, LP, by Jennifer Fanjiang, Partner, Chief Legal Officer and Chief Compliance Officer|2026-06-10

1 file