Rapid7, Inc. (RPD) Files Amendment No. 1 to 2025 Annual Report: What Investors Need to Know

Key Points from the Amendment Filing

• Amendment Filed: Rapid7, Inc. has filed Amendment No. 1 (Form 10-K/A) to its Annual Report for the fiscal year ended December 31, 2025.
• Reason for Amendment: The sole purpose of this amendment is to include Exhibit 97, the company’s Compensation Recoupment Policy dated October 19, 2023, which was inadvertently omitted from the original filing.
• No Other Changes: No changes were made to the financials or other disclosures in the original filing. This amendment does not update, amend, or modify any financial or other information and does not reflect any events that may have occurred after the original filing date (February 19, 2026).
• New Certifications: The amendment contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Certifications under Section 906 are omitted, since there are no financial statements included in this amendment.
• Financial Statement Error Correction Flag: The amendment notes that the company’s financial statements previously included a restatement due to error correction, but no further restatement or recovery analysis was required for executive compensation.
• Core Financials Remain Unchanged: The company reiterates that all financials, including the aggregate market value of public float (~\$1.47 billion as of June 30, 2025) and shares outstanding (65,893,112 as of February 13, 2026), are unchanged.

Details Investors Should Note

• Exhibit 97: Compensation Recoupment Policy
  • This policy allows for the recovery of incentive-based compensation from executive officers in the event of certain restatements of financial statements due to material noncompliance with financial reporting requirements. The inclusion of this policy is necessary for compliance with new SEC listing standards and regulations.
  • This could have future implications for executive compensation and governance, adding a layer of accountability for senior management related to the integrity of Rapid7’s financial reporting.
• Error Correction Disclosure
  • The amendment confirms that there was a restatement due to error correction in prior financial statements. However, it clarifies that this did not trigger any compensation clawback under the new recoupment policy. There is no indication of additional financial restatements or weaknesses in internal controls in this amendment.
• Other Compliance Items
  • Rapid7 remains a well-known seasoned issuer, a large accelerated filer, and is not classified as a small reporting company or emerging growth company.
  • The company has filed all required reports, and its reporting status remains current and compliant with SEC rules.
• Shareholder Impact / Price Sensitivity
  • Inclusion of the Compensation Recoupment Policy aligns Rapid7 with current corporate governance best practices, which may be viewed positively by institutional investors and analysts focused on ESG (Environmental, Social, and Governance) factors.
  • The amendment itself is administrative in nature and does not reflect a change in the company’s financial health, operations, or outlook. No new financial information or forward-looking statements were included.
  • The prior error correction is not new information and does not alter compensation for executives, minimizing direct price sensitivity from this filing alone. However, the company’s proactive approach to compliance may support investor confidence.

Summary Table

Conclusion

For investors, the key takeaway is that Rapid7, Inc. is updating its annual report solely to comply with new SEC requirements regarding executive compensation recoupment policies. There are no new or adverse financial developments, and the company continues to meet all reporting and compliance obligations. This filing is not expected to have a direct impact on share value, but it does reinforce good governance practices.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should consult the official SEC filings and their financial advisors before making any investment decisions. The author and publisher are not responsible for any actions taken based on this information.

View Rapid7, Inc. Historical chart here