Thomas Corey E. 4

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.