RPD · Rapid7, Inc.

Summary

Rapid7, Inc. entered into a Nomination and Support Agreement with JANA Partners Management, LP on March 26, 2026, agreeing to nominate Kevin Galligan to its 2026 annual meeting board slate while JANA commits to voting support and ownership limits.

Key takeaways

• Rapid7 agreed to nominate and support Kevin Galligan, JANA's nominee, for election at the 2026 Annual Meeting on equal terms with other board nominees.
• JANA restricted from acquiring beyond 19.9% of Rapid7's common stock without board consent; board approved up to this threshold under DGCL Section 203.
• JANA must vote all its shares at 2026 Annual Meeting in favor of Galligan and specified directors: Corey E. Thomas, Marc Brown, Judy Bruner, Mike Burns, Benjamin Holzman, Wael Mohamed, J. Benjamin Nye, Thomas Schodorf, Reeny Sondhi.
• Agreement terminates on the earlier of 30 days before 2027 annual meeting notice period or January 8, 2027.
• Exhibit 10.1 contains full Nomination and Support Agreement text.