Thomas Corey E. 4
4 · Rapid7, Inc. · Filed Feb 18, 2026
Research Summary
AI-generated summary of this filing
Rapid7 CEO Corey Thomas Receives 64,667-Share Award
What Happened
Corey E. Thomas, CEO and Director of Rapid7 (RPD), was credited with 64,667 performance-based restricted stock units (PSUs) on Feb 15, 2026 (reported on a Form 4 filed Feb 18, 2026). The award is shown at $0.00 acquisition price (this is a compensation award, not an open-market purchase). Simultaneously, 22,328 shares were withheld by the issuer to satisfy tax withholding obligations related to vested restricted stock units and PSUs, at a withholding price of $7.18 per share (total withholding value reported as $160,315).
Key Details
- Transaction date: Feb 15, 2026; Form 4 filed Feb 18, 2026 (filing date is three days after the transaction date and may be late per Section 16 timing rules).
- Award: 64,667 PSUs acquired (reporting code A) at $0.00.
- Tax withholding/disposition: 22,328 shares withheld (reporting code F) at $7.18/share for $160,315.
- Vesting schedule (footnote F1): The PSUs represent units earned after performance certification and will vest in equal installments on Feb 15 of 2026, 2027 and 2028, subject to continued service. Each PSU converts to one share when vested.
- Footnote F2: The withheld shares relate to tax obligations on RSUs and PSUs granted on Feb 2, 2021; Feb 15 of 2022, 2023, and 2024; and Feb 14, 2025.
- Ownership notes (F3, F4): Some shares are held by Thomas Family Holdings LLC and a family trust; Mr. Thomas disclaims beneficial ownership of those holdings except to the extent of any pecuniary interest.
- Shares owned after the transaction are not specified in the provided filing excerpt.
Context
This was primarily a compensation award (PSUs earned after performance certification), not an open-market buy or sell for investment purposes. The withholding of shares to cover taxes is a routine disposition following vesting and does not necessarily indicate a change in the insider's market view.
Insider Transaction Report
- Award
COMMON STOCK
[F1]2026-02-15+64,667→ 677,412 total - Tax Payment
COMMON STOCK
[F2]2026-02-15$7.18/sh−22,328$160,315→ 655,084 total
- 218,748(indirect: By LLC)
COMMON STOCK
[F3] - 30,000(indirect: By Trust)
COMMON STOCK
[F4]
Footnotes (4)
- [F1]Represents the number of units earned under a performance-based restricted stock unit award ("PSUs") based on the Issuer's satisfaction of certain performance criteria of the award. In light of the performance-based conditions of the award, the award was not reportable under Section 16 until performance conditions were certified by the Compensation Committee as achieved (which occurred on February 15, 2026). The earned PSUs will vest in equal installments on each of February 15, 2026, February 15, 2027 and February 15, 2028, subject to the Reporting Person's continued service with the Issuer. Each PSU represents a contingent right to receive one share of common stock of the Issuer.
- [F2]Represents shares withheld by the Issuer to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units and PSUs granted to the Reporting Person on February 2, 2021, February 15, 2022, February 15, 2023, February 15, 2024 and February 14, 2025.
- [F3]Represents shares held by the Thomas Family Holdings LLC ("LLC"). The Reporting Person is the manager of LLC and has the power to vote and dispose of the shares held by LLC. The Reporting Person disclaims beneficial ownership of the shares owned by LLC except to the extent of his pecuniary interest therein.
- [F4]Represents shares held by the Corey E. Thomas Irrevocable Trust of 2016, which is administrated by an independent trustee, and is for the benefit of the Reporting Person's immediate and other family members. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.