Rapid7, Inc.
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A cybersecurity company that helps organizations spot and stop digital attacks. Its tools include InsightIDR, which watches networks for suspicious activity, and Metasploit, a widely used penetration-testing framework for probing systems for weaknesses. Founded in 2000 by three engineers who brainstormed the idea while riding New York's number 7 Rapid Transit train, the company took its name from that commute and the seven layers of the OSI networking model.
0.250% Note
Item 4 is hereby amended and supplemented as follows: On March 26, 2026, the Reporting Person entered into a Nomination and Support Agreement with the Issuer (the "Nomination and Support Agreement"), pursuant to which, among other things, the Issuer agreed to nominate Kevin Galligan ("Mr. Galligan") to the Issuer's slate of recommended nominees standing for election at its 2026 annual meeting of stockholder and to solicit proxies in support of his election. Pursuant to the Nomination and Support Agreement, the Reporting Person is now permitted to acquire beneficial ownership of up to 19.9% of the Issuer's Shares, and the Board has approved any such acquisition for the purposes of certain provisions of the Delaware General Corporation Law. The summary of the Nomination and Support Agreement does not purport to be complete and the full text of the Nomination and Support Agreement is included as Exhibit 99.4 and is incorporated by reference herein.
| Holder | Schedule | % of class | Shares | Filed |
|---|---|---|---|---|
| Vanguard Portfolio Management | 13G/APassive | 6.6% | 4.41M | Jul 31, 2026 |
| JANA Partners Management, LP | 13D/AActivist | 10.3% | 6.76M | Mar 30, 2026 |
Item 4 is hereby amended and supplemented as follows: On March 26, 2026, the Reporting Person entered into a Nomination and Support Agreement with the Issuer (the "Nomination and Support Agreement"), pursuant to which, among other things, the Issuer agreed to nominate Kevin Galligan ("Mr. Galligan") to the Issuer's slate of recommended nominees standing for election at its 2026 annual meeting of stockholder and to solicit proxies in support of his election. Pursuant to the Nomination and Support Agreement, the Reporting Person is now permitted to acquire beneficial ownership of up to 19.9% of the Issuer's Shares, and the Board has approved any such acquisition for the purposes of certain provisions of the Delaware General Corporation Law. The summary of the Nomination and Support Agreement does not purport to be complete and the full text of the Nomination and Support Agreement is included as Exhibit 99.4 and is incorporated by reference herein. | ||||
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