Rapid7, Inc.RPD
Rapid7, Inc. Stock Compensation Disclosure
(12) Stock-Based Compensation
(a) General
In connection with our IPO, our board of directors resolved not to make future grants under our 2011 Stock Option and Grant Plan (the “2011 Plan”). The 2011 Plan will continue to govern outstanding awards granted thereunder. The 2011 Plan provided for the grant of qualified incentive stock options and nonqualified stock options or other awards such as restricted stock awards (“RSAs”) to our employees, officers, directors and outside consultants.
In July 2015, our board of directors adopted and our stockholders approved our 2015 Equity Incentive Plan (the “2015 Plan”). We initially reserved 800,000 shares of our common stock for the issuance of awards under the 2015 Plan plus the number of shares of common stock reserved for issuance under the 2011 Plan at the time the 2015 Plan became effective. The 2015 Plan also provides that (i) any shares subject to awards granted under the 2011 Plan that would have otherwise returned to the 2011 Plan (such as upon the expiration or termination of a stock award prior to vesting) will be added to, and available for issuance under, the 2015 Plan and (ii) the number of shares reserved and available for issuance under the 2015 Plan automatically increases each January 1, beginning on January 1, 2016, by 4% of the outstanding number of shares of our common stock on the immediately preceding December 31 (known as the “evergreen” provision) or such lesser number of shares as determined by our board of directors. Additionally, on October 8, 2015, our board of directors amended the 2015 Plan to reserve an additional 1,500,000 shares of our common stock for issuance of inducement awards.
As of December 31, 2025, the shares of common stock authorized to be issued under the 2015 Plan totaled 27,582,571 and there were 6,060,448 shares of common stock available for grant.
We recognize stock-based compensation expense for all awards on a straight-line basis over the applicable vesting period, which is generally to four years.
Stock-based compensation expense for restricted stock units (“RSUs”), performance-based restricted stock units (“PSUs”), stock options, purchase rights issued under our employee stock purchase plan (“ESPP”), and earnout consideration and key employee consideration shares related to acquisitions was classified in the accompanying consolidated statements of operations as follows (in thousands):
| Year Ended December 31, | ||||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||||
| Stock-based compensation expense: | ||||||||||||||||||||
| Cost of revenue | $ | 9,641 | $ | 12,208 | $ | 11,005 | ||||||||||||||
| Research and development | 39,357 | 37,566 | 39,183 | |||||||||||||||||
| Sales and marketing | 28,230 | 28,718 | 30,350 | |||||||||||||||||
| General and administrative | 27,107 | 29,469 | 31,098 | |||||||||||||||||
| Total stock-based compensation expense | $ | 104,335 | $ | 107,961 | $ | 111,636 | ||||||||||||||
The unrecognized stock-based compensation expense and estimated weighted average amortization periods remaining at December 31, 2025 was as follows:
| Unrecognized Compensation Expense (in thousands) | Weighted-Average Amortization Period Remaining (in years) | |||||||||||||
| RSUs and PSUs | $ | 109,985 | 2.0 | |||||||||||
| Purchase rights under our ESPP | 1,491 | 0.6 | ||||||||||||
| Earnout and key employee consideration shares | $ | 2,835 | 0.9 | |||||||||||
Our Compensation Committee adopted and approved the performance goals, targets and payout formulas for our 2025, 2024, and 2023 bonus plans, including permitting executive officers and certain other employees the opportunity to receive payment of their earned bonuses in the form of common stock (in lieu of cash). In the fourth quarter of 2025, the Compensation Committee approved the elimination of the option for certain employees to receive earned bonuses in common stock (in lieu of cash). For the year ended December 31, 2025, no stock-based compensation expense was recognized related to such bonuses. During the years ended December 31, 2024 and 2023, we recognized expense of $0.9 million and $1.6 million, respectively, based on the probable expected performance against the pre-established corporate financial objectives as of December 31, 2024 and 2023. For employees, including executive officers, who elect to receive their bonuses in the form of common stock (in lieu
of cash), the payouts are expected to be made in the form of fully vested stock awards in the first quarter of the following year pursuant to our 2015 Equity Incentive Plan, as amended. The number of shares underlying such awards is determined by dividing the dollar value of the actual bonus award payment by the 30-day average closing price per share of our common stock on the date of grant.
(b) Restricted Stock, Restricted Stock Units and Performance-Based Restricted Stock Units
RSUs and PSUs activity during the years ended December 31, 2025, 2024 and 2023 was as follows:
| Restricted Stock Units | Weighted Average Grant Date Fair Value | |||||||||||||
| Unvested balance as of December 31, 2022 | 3,001,443 | $ | 83.88 | |||||||||||
| Unvested balance as of Granted | 2,304,140 | 48.83(1) | ||||||||||||
| Vested | (1,453,713) | 73.29(1) | ||||||||||||
| Forfeited | (1,137,444) | 67.93(1) | ||||||||||||
| Unvested balance as of December 31, 2023 | 2,714,426 | 66.40(1) | ||||||||||||
| Granted | 2,563,810 | 53.99 | ||||||||||||
| Vested | (1,462,352) | 64.78 | ||||||||||||
| Forfeited | (962,649) | 62.16 | ||||||||||||
| Unvested balance as of December 31, 2024 | 2,853,235 | 57.25 | ||||||||||||
| Granted | 3,659,632 | 28.00 | ||||||||||||
| Vested | (1,774,808) | 53.65 | ||||||||||||
| Forfeited | (767,542) | 48.92 | ||||||||||||
| Unvested balance as of December 31, 2025 | 3,970,517 | $ | 33.48 | |||||||||||
(1)The weighted average grant date fair values for RSUs and PSUs granted, vested and forfeited during fiscal year 2023, as well as the weighted average grant date fair value of awards unvested as of December 31, 2023 have been revised from prior period disclosures. Refer to Note 19, Immaterial Correction of an Error, for further information.
In January 2025, our Compensation Committee awarded 181,067 PSUs that required the achievement of net annualized recurring revenue (“Net ARR”) and Adjusted EBITDA targets for the 2025 fiscal-year to earn any payout. Net ARR is defined as the change in the annual value of all recurring revenue related to contracts in place at year end. In addition, the portion of the PSUs that are earned would be capped at a maximum of 200% of the target level payout and if certain net ARR or Adjusted EBITDA goals were not met, no PSUs will be earned. The PSUs have a performance period of one year and the earned PSUs will vest in three equal installments following each of the first, second and third anniversary of the vesting commencement date, subject to the participant’s continuous service as of each such date. The 2025 target level attainment was 50%, and in the year ended December 31, 2025, we recorded $1.7 million of stock-based compensation expense related to these PSUs based on level of attainment of the performance criteria.
(c)Stock Options
The following tables summarizes information about stock option activity during the reporting periods:
| Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (in years) | Aggregate Intrinsic Value (in thousands) | |||||||||||||||||||||||
| Outstanding as of December 31, 2022 | 932,196 | $ | 12.70 | $ | 19,837 | |||||||||||||||||||||
| Granted | — | — | ||||||||||||||||||||||||
| Exercised | (215,856) | 14.14 | 6,519 | |||||||||||||||||||||||
| Forfeited/cancelled | — | — | ||||||||||||||||||||||||
| Outstanding as of December 31, 2023 | 716,270 | 12.26 | 32,115 | |||||||||||||||||||||||
| Granted | — | — | ||||||||||||||||||||||||
| Exercised | (133,182) | 11.75 | 5,013 | |||||||||||||||||||||||
| Forfeited/cancelled | (450) | 7.73 | ||||||||||||||||||||||||
| Outstanding as of December 31, 2024 | 582,638 | 12.38 | 16,225 | |||||||||||||||||||||||
| Granted | — | — | ||||||||||||||||||||||||
| Exercised | (357,317) | 11.71 | 5,077 | |||||||||||||||||||||||
| Forfeited/cancelled | (2,089) | 20.17 | ||||||||||||||||||||||||
| Outstanding as of December 31, 2025 | 223,232 | 13.38 | 1.0 | 498 | ||||||||||||||||||||||
| Vested and exercisable as of December 31, 2025 | 223,232 | $ | 13.38 | 1.0 | $ | 498 | ||||||||||||||||||||
(d)Employee Stock Purchase Plan
The number of shares reserved and available for issuance under our 2015 Employee Stock Purchase Plan (“ESPP”) automatically increases each January 1, beginning on January 1, 2016, by 1% of the outstanding number of shares of our common stock on the immediately preceding December 31 (known as the “evergreen” provision) or such lesser number of shares as determined by our board of directors. As of December 31, 2025, the shares of common stock authorized to be issued under the ESPP totaled 6,005,108 and there were 3,327,135 shares of common stock available for grant.
Under the Rapid7, Inc. 2015 Employee Stock Purchase Plan ("ESPP"), employees may set aside up to 15% of their gross earnings, on an after-tax basis, to purchase our common shares at a discounted price, which is calculated at 85% of the lesser of: (i) the market value of our common stock at the beginning of each offering period and (ii) the market value of our common stock on the applicable purchase date.
The fair value of shares issued under our ESPP is estimated on the grant date using the Black-Scholes option pricing model. The expected term represents the term from the first day of the offering period to the purchase dates within each offering period. The expected volatility is based on the historical volatilities of our own common stock. The risk-free interest rate is based on U.S. Treasury zero-coupon securities with maturities consistent with the estimated expected term. We have not paid dividends on our common stock nor do we expect to pay dividends in the foreseeable future.
The following table reflects the assumptions used in the Black-Scholes option pricing model to calculate the expense related to the ESPP:
| Year Ended December 31, | ||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||||||||||||||||||||||
| Expected term (in years) | 0.5 | - | 1.0 | 0.5 | - | 1.0 | 0.5 | - | 1.0 | |||||||||||||||||||||||||||||
| Expected volatility | 41 | - | 47% | 37 | - | 47% | 47 | - | 68% | |||||||||||||||||||||||||||||
| Risk-free interest rate | 3.6 | - | 3.8% | 4.0 | - | 5.4% | 4.5 | - | 5.5% | |||||||||||||||||||||||||||||
| Expected dividend yield | — | — | — | |||||||||||||||||||||||||||||||||||
| Grant date fair value per share | $ | 5.61 | - | $6.34 | $ | 9.96 | - | $17.25 | $ | 11.70 | - | $20.07 | ||||||||||||||||||||||||||
The following table provides the number of common shares issued to employees, the purchase prices and aggregate proceeds for the purchase dates in the years ended December 31, 2025, 2024 and 2023:
| September 15, 2025 | March 14, 2025 | September 13, 2024 | March 15, 2024 | September 15, 2023 | March 15, 2023 | |||||||||||||||||||||||||||||||||||||||
| Common shares issued | 198,074 | 186,793 | 144,445 | 147,445 | 152,419 | 177,886 | ||||||||||||||||||||||||||||||||||||||
| Purchases prices | $ | 16.52 | $ | 23.79 | $ | 29.08 | $ | 33.78 | and | $39.78 | $ | 33.78 | $ | 34.71 | ||||||||||||||||||||||||||||||
| Aggregate proceeds (in millions) | $ | 3.3 | $ | 4.4 | $ | 4.2 | $5.0 | $ | 5.1 | $ | 6.1 | |||||||||||||||||||||||||||||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 19, 2026 | Showing above |
| 2024 | Feb 28, 2025 | |
| 2023 | Feb 26, 2024 | |
| 2022 | Feb 24, 2023 | |
| 2021 | Feb 24, 2022 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.