Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Chief Executive Officer Transition On May 26, 2026, the Board of Directors (the “Board”) of Rapid7, Inc. (the “Company”) appointed Wael Mohamed as Chief Executive Officer of the Company, effective as of June 1, 2026. Mr. Mohamed succeeds Corey Thomas, who has been appointed Executive Chairman, effective as of June 1, 2026. Messrs. Mohamed and Thomas will each continue to serve as directors of the Company. Mr. Mohamed, 58 years old, has served as a member of the Company’s Board since April 2025. Mr. Mohamed is the Founder, Managing General Partner and board member for Global Forward Capital Management PTE. LTD., a multi-stage investment firm founded in 2017. Mr. Mohamed formerly served as Operating Partner at Advent International, Chief Executive Officer at Forescout Technologies, Chairman of the Board for Cysiv, and President, Chief Operating Officer and board member for Trend Micro Group from 2015 to 2020, which is headquartered in Japan, publicly traded on the Tokyo Stock Exchange and a member of the Nikkei 225. Mr. Mohamed holds a bachelor’s degree in computer science from Dalhousie University and an Executive Corporate Director Certificate from Harvard Business School, and completed the Executive Program at Queen’s Graduate School of Business and the MIT Sloan + CSAIL: Artificial Intelligence: Implications for Business Strategy program at the Massachusetts Institute of Technology. There are no arrangements or understandings between Mr. Mohamed and any other person pursuant to which Mr. Mohamed was appointed Chief Executive Officer, and there are no related party transactions involving Mr. Mohamed requiring disclosure under Item 404(a) of Regulation S-K. Board Leadership In connection with the Chief Executive Officer transition, the Board also appointed Mr. Thomas as Executive Chairman, effective as of June 1, 2026. Mr. Thomas previously served as the Company’s Chief Executive Officer from October 2012 to May 2026 and as Chairman of the Board from February 2019 to June 2025. As Executive Chairman, Mr. Thomas will continue to preside at meetings of the Board and stockholders and will support the Company’s leadership transition and long-term strategic initiatives. Because Mr. Thomas is not an independent director, the Board appointed Marc Brown, who previously served as Chairman of the Board, as Lead Independent Director, effective June 1, 2026. Offer Letter and Compensatory Arrangements On May 27, 2026, the Company entered into an offer letter with Mr. Mohamed (the “Offer Letter”). Pursuant to the Offer Letter, Mr. Mohamed will report to the Board. The Offer Letter does not provide for a specified term of employment and Mr. Mohamed’s employment will be on an at-will basis. Mr. Mohamed will receive an annual base salary of $625,000 and will be eligible to receive an annual performance bonus (which will be pro-rated for fiscal year 2026), provided that he remains employed by the Company through the date the annual bonus is scheduled to be paid. The target amount of such performance bonus is equal to 100% of Mr. Mohamed’s annual base salary, and such bonus is to be measured based on mutually agreed upon objectives between Mr. Mohamed and the compensation committee of the Board (the “Compensation Committee”) and is subject to the Company’s executive incentive bonus plan then in effect. Mr. Mohamed is also eligible to participate in the Company’s employee benefit plans, as may be maintained by the Company from time to time, on the same terms as other similarly situated employees of the Company. In addition, Mr. Mohamed will be required to execute the Company’s Confidentiality, Assignment and Non-Solicitation Agreement. Under the Offer Letter, Mr. Mohamed is eligible to receive a restricted stock unit award with an approximate grant date value of $6.0 million, which will vest over a three-year period with one-third vesting on June 15, 2027, and quarterly vesting thereafter, subject to Mr. Mohamed’s continued service on each vesting date. Mr. Mohamed will also be eligible to receive a supplemental performance-based restricted stock unit award covering 2,125,000 shares of the Company’s common stock, with terms and conditions determined by the Compensation Committee. The number of shares that may ultimately vest under such performance-based restricted stock unit award is based on certain price hurdles when the Company’s common stock closes at or above the specified price for 30 consecutive days. The stock price thresholds range from $15.00, where 50% of the shares would vest, to $30.00 or higher, where a maximum of 150% of the shares would vest. In addition, on May 27, 2026, the Company entered into a Severance and Equity Award Vesting Acceleration Letter Agreement (the “Severance Agreement”) with Mr. Mohamed. Pursuant to the terms of the Severance Agreement, in the case of a termination for a reason other than Cause (but not as a result of death or disability) or resignation for Good Reason (each, a “Qualifying Termination”), Mr. Mohamed will be entitled to (subject to his execution of a release of claims): (i) continued payment of base salary for 12 months following termination of employment, (ii) a prorated payment of his target annual performance bonus, and (iii) payment of premiums for continued health benefits under COBRA for up to 12 months. If the Qualifying Termination occurs within three months prior to or 12 months following a change in control of the Company, then Mr. Mohamed will be entitled to (subject to his execution of a release of claims): (i) a lump sum payment equal to 150% of the sum of his annual base salary plus his annual target performance bonus, (ii) payment of premiums for continued health benefits under COBRA for up to 18 months, and (iii) accelerated vesting of all of Mr. Mohamed’s equity awards then outstanding on such date of termination of employment. A copy of the Offer Letter and the Severance Agreement are filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K, respectively. The foregoing description of the Offer Letter and the Severance Agreement are a summary only and are qualified in their entirety by the full text of the Offer Letter and the Severance Agreement, which are incorporated herein by reference.
RPD Rapid7, Inc. - 8-K
Accession
0001193125-26-2498505.027.019.01
Item 5.02 - Departure/Election of Directors or Certain Officers
1,023 words
Item 7.01 - Regulation FD Disclosure
159 words · Exhibit 99.1 attached
Item 7.01. Regulation FD Disclosure. On June 1, 2026, the Company issued a press release announcing the appointment of Mr. Mohamed as Chief Executive Officer and the appointment of Mr. Thomas as Executive Chairman. In the press release, the Company also reaffirmed its guidance, previously provided on May 5, 2026, for the second quarter 2026 and full-year 2026. The full text of the press release is set forth in Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein. The information included in this Item 7.01 and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
Exhibit 99.1 · 1,493 words
EX-99.1 4 d109829dex991.htm EX-99.1 Exhibit 99.1 Rapid7 Appoints Wael Mohamed Chief Executive Officer; Corey Thomas to Become Executive Chairman Mohamed brings proven track record of operational and cybersecurity leadership experience; Thomas to focus on technology vision, AI strategy, and policy initiatives; Reaffirms guidance Boston, MA – June 1, 2026 – Rapid7, Inc . (NASDAQ: RPD), a global leader in AI-powered managed cybersecurity operations, today announced a leadership transition in which board member Wael Mohamed will assume the role of Chief Executive Officer, and current Chief Executive Officer Corey Thomas will become Executive Chairman of the Board, effective immediately. In conjunction with the announcement, the company is also reaffirming its financial guidance for the second quarter and full year 2026. This leadership transition comes at a defining moment. Amid universal disruption from frontier AI innovation, customers and analysts have validated the company’s preemptive security strategy — effectively integrating managed detection and response (MDR) and exposure management into AI-led security operations to preempt attackers at machine speed. Rapid7 has been strategically moving the right pieces in place for the next phase of its growth, including the recent acquisition of Kenzo, a leading AI security platform, and is well prepared to step into the next chapter. “After joining our board last year, Wael quickly became an invaluable strategic advisor and partner to me,” said Thomas. “He has built and transformed cybersecurity companies, balancing precise execution with strategic investment, and his leadership will help customers see the benefit of Rapid7’s vision faster.” Mohamed brings 30 years of cybersecurity and operational transformation experience to Rapid7. He is the founder of Global Forward Capital, a cybersecurity-focused investment firm, and previously served as CEO of Forescout, which he successfully led through two strategic acquisitions. Prior to that, Mohamed led Trend Micro Group, a constituent of the Nikkei 225, in successive roles over eleven years, culminating in President, COO, and member of the board. “I join Rapid7 with gratitude, confidence, and excitement,” said Mohamed. “We have the customers, technology, leadership, and talent to own the AI-SOC market. I am committed to driving focus on the core businesses where Rapid7 is excellent and honing all of our resources and effort into the success of that vision.” Thomas and Mohamed have collaborated closely over the last year to define and develop the strategy for Rapid7’s transformation to lead in the rapidly developing AI-SOC market. As part of this effort, Rapid7 has refreshed its senior leadership team, bringing on Rafe Brown as Chief Financial Officer, Allan Peters as Chief Commercial Officer, and most recently, Dan Deklich as Chief Product & Technology Officer. This team was constructed to lead Rapid7 through the operational shifts necessary to bring the company from a platform player to the AI-SOC leader. As Mohamed assumes responsibility for growth-oriented operations and execution as CEO, Thomas will continue serving on Rapid7’s Board of Directors as Executive Chairman, partnering closely on technology vision, AI strategy, and policy initiatives. ABOUT WAEL MOHAMED Wael Mohamed is the CEO of Rapid7, a leading global cybersecurity company based in Boston. He is a cybersecurity executive and strategic advisor with more than 30 years of experience driving growth and operational transformation across the technology sector. Wael’s career spans company building, executive leadership, and investment. He is the founder of Global Forward Capital, a Singapore-based cybersecurity investment firm, and brings to every engagement a rare combination of operator instinct and board-level perspective. He previously served as CEO of Forescout Technologies, Operating Partner at Advent International, and Chairman of the Board at Cysiv. Wael co-founded Third Brigade, which was acquired in 2009 by Trend Micro Group, a constituent of the Nikkei 225, after which Wael played a central role in scaling Trend Micro Group’s global operations, culminating in the company’s highest role, President & COO, and spending five years serving on its Board of Directors. ABOUT COREY THOMAS Corey Thomas is the Executive Chairman of Rapid7, where he partners closely with the leadership team to drive the company’s long-term technology vision, AI strategy, and global cyber policy. Having led Rapid7 as CEO for over 13 years through its IPO, global scale, and evolution into an AI-powered security operations leader, he continues to champion the company’s innovation and market leadership. His expertise in technology and business have been recognized through his appointments to the Council on Foreign Relations, as well as the Federal Reserve Bank of Boston. Corey contributes cross-industry leadership to the boards of directors of LPL Financial, Blue Cross Blue Shield of Massachusetts, Vanderbilt University, and the Greater Boston Chamber of Commerce. # # # Outlook Rapid7 is reaffirming its financial guidance for the second quarter 2026 and full year 2026, as previously provided in a press release issued on May 5, 2026. # # # About Rapid7 Rapid7, Inc. (NASDAQ: RPD) is a global leader in AI-powered managed cybersecurity operations, trusted to advance organizations’ cyber resilience. Open and extensible, the Rapid7 Command Platform integrates security data, enriching it with AI, threat intelligence, and 25 years of expertise and innovation to reduce risk and disrupt attackers. As a recognized leader in preemptive managed detection and response (MDR), Rapid7 unifies exposure and detection to transform the cybersecurity operations of more than 11,500 customers worldwide. For more information, visit our website , check out our blog , or follow us on LinkedIn or X . ### Cautionary Language Concerning Forward-Looking Statements This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements regarding our leadership transition, the expected roles and responsibilities of our Chief Executive Officer and Executive Chairman, our technology vision, AI strategy, AI-SOC market opportunity, operational transformation, senior leadership team, financial guidance for the second quarter and full year 2026, and the assumptions underlying such guidance. The events described in our forward-looking statements are subject to a number of risks and uncertainties, assumptions and other factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by the forward-looking statements. Such forward-looking statements are based on our current assumptions, expectations and estimates and involve a number of judgments and risks, many of which are outside of our control. Risks that could cause or contribute to such differences include, but are not limited to, macroeconomic uncertainty, unstable market and economic conditions, fluctuations in our quarterly results, our ability to successfully grow our sales of our cloud-based solutions, including through the shift to a consolidated platform sales approach, failure to meet our publicly announced guidance or other expectations about our business, our ability to grow our revenue, the ability of our products and professional services to correctly detect vulnerabilities, renewal of our customer’s subscriptions, competition in the markets in which we operate, market growth, our ability to innovate, our sales cycles, our ability to successfully develop, deploy and realize the expected benefits of our artificial intelligence and automation capabilities, including risks related to performance, reliability, security and customer adoption of such technologies, our ability to successfully integrate acquired companies, including Kenzo Security and achieve the expected synergies and benefits of such acquisitions in a timely manner or at all, exposure to greater than anticipated tax liabilities, our ability to successfully execute our leadership transition, implement our AI-SOC strategy, realize the expected benefits of our senior leadership changes and maintain business momentum during periods of organizational change, our ability to operate in compliance with applicable laws, fluctuations in foreign currency exchange rates and their impact on our results, risks related to the accuracy, efficacy and perceived reliability of our threat intelligence, detection and response capabilities, including the potential for undetected vulnerabilities, false positives or failures in our systems, as well as other risks and uncertainties that could affect our business and results described in our filings with the Securities and Exchange Commission (the “SEC”), including our most recent Quarterly Report on Form 10-Q filed with the SEC on May 5, 2026, particularly in the section entitled “Item 1.A Risk Factors,” and in the subsequent reports that we file with the SEC. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those expressed in any forward-looking statements we may make. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this press release. Rapid7 Media Relations Alice Randall Director, Global Communications [email protected] (857) 216-7804 Rapid7 Investor Contact Matt Wells Vice President, Investor Relations [email protected] (617) 865-4277
Item 9.01 - Financial Statements and Exhibits
77 words
Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Offer Letter, by and between the Company and Wael Mohamed, dated as of May 27, 2026. 10.2 Severance and Equity Award Vesting Acceleration Letter Agreement, by and between the Company and Wael Mohamed, dated as of May 27, 2026. 99.1 Press Release, dated June 1, 2026. 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.