Rapid7, Inc.RPD

Rapid7, Inc. Earnings Per Share Disclosure

10-KFiled Feb 19, 20262 min read
(14)    Net Income (Loss) per Share
The following table summarizes the computation of basic and diluted net income (loss) per share of our common stock for the years ended December 31, 2025, 2024 and 2023 (in thousands, except share and per share data):
Year Ended December 31,
202520242023
Numerator:
Net income (loss) attributable to common stockholders, basic and diluted$23,381 $25,526 $(152,815)
Denominator:
Weighted-average common shares outstanding, basic64,727,55162,607,58360,756,087
Weighted-average effect of dilutive shares:
Dilutive effect of equity incentive plans274,404 576,068 — 
Weighted-average common shares outstanding, diluted65,001,955 63,183,651 60,756,087 
Net income (loss) per share attributable to common stockholders, basic$0.36 $0.41 $(2.52)
Net income (loss) per share attributable to common stockholders, diluted$0.36 $0.40 $(2.52)
We intend to settle any conversion of our 2027 Notes and 2029 Notes in cash, shares, or a combination thereof. The dilutive impact of the Notes for our calculation of diluted net income per share is considered using the if-converted method. For the years ended December 31, 2025, 2024 and 2023, the shares underlying the Notes were not considered in the calculation of diluted net income per share as the effect would have been anti-dilutive.
In connection with the issuance of the 2025 Notes, the 2027 Notes and the 2029 Notes, we entered into the 2025 Capped Calls, 2027 Capped Calls and 2029 Capped Calls, which were not included for the purpose of calculating the number of diluted shares outstanding, as their effect would have been anti-dilutive.
As of December 31, 2025, the 2027 Notes and the 2029 Notes were not convertible at the option of the holder. As of December 31, 2024, the 2025 Notes were convertible at the option of the holder, however, the 2027 Notes and the 2029 Notes were not convertible at the option of the holder. We had not received any conversion notices through the issuance date of our consolidated financial statements. For disclosure purposes, we have calculated the potentially dilutive effect of the conversion spread, which is included in the table below. The following potentially dilutive securities outstanding have been excluded from the computation of diluted weighted-average shares outstanding for the respective periods below because they would have been anti-dilutive:
Year Ended December 31,
202520242023
Options to purchase common stock— — 716,270 
Unvested restricted stock units— — 2,983,020 
Common shares issued in conjunction with acquisitions— 227,316 115,051 
Shares to be issued under ESPP173,166 91,634 103,778 
Convertible senior notes10,679,754 11,183,611 11,183,611 
Total10,852,920 11,502,561 15,101,730 
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Historical Timeline

Fiscal YearFiled
2025Feb 19, 2026Showing above
2024Feb 28, 2025
2023Feb 26, 2024
2022Feb 24, 2023
2021Feb 24, 2022

About Earnings Per Share Disclosures

The earnings per share disclosure breaks down the calculation from net income to both basic and diluted EPS, revealing the full impact of a company's capital structure on per-share economics. The reconciliation between basic and diluted share counts exposes how many stock options, RSUs, convertible securities, and warrants are potentially dilutive to existing shareholders.

Key signals: a widening gap between basic and diluted shares indicates growing dilution from equity compensation or convertible instruments. Anti-dilutive securities excluded from the diluted calculation deserve attention — they represent latent dilution that will materialize if the stock price rises. Watch for the effect of share buybacks on per-share metrics: EPS growth driven primarily by repurchases rather than income growth signals weakening fundamentals. Compare year-over-year changes in the diluted share count against equity compensation expense to assess whether management is effectively managing dilution.

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