JANA Partners Management, LP 4

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.