Material Agreement (Form 8-K)

On March 26, 2026, Rapid7, Inc. ("Company") entered into a Nomination and Support Agreement (the "Nomination and Support Agreement") with JANA Partners Management, LP (together with its controlled affiliates and controlled associates, "JANA").

In accordance with the Nomination and Support Agreement, the Company has agreed to include Kevin Galligan (the "JANA Nominee") in the Company's slate of recommended nominees for election as directors at its 2026 annual meeting of stockholders, and any adjournment, postponement, rescheduling or continuation thereof (the "2026 Annual Meeting") and shall recommend, support and solicit proxies for the election of the JANA Nominee at the 2026 Annual Meeting in the same manner and on terms no less favorable than the Company provides for the Board's other nominees.

Pursuant to the Nomination and Support Agreement, JANA may not, directly or indirectly, acquire or agree to acquire, any securities of the Company that would result in JANA owning, controlling or otherwise having any beneficial or other ownership interest in more than 19.9% of the shares of the Company's outstanding common stock, without the prior written consent of the Board (with acquisitions by JANA of ownership of voting stock up to such 19.9% threshold having been approved by the Board in connection with the approval of the Nomination and Support Agreement for purposes of the restrictions on business combinations contained in Delaware General Corporation Law Section 203 that would otherwise be imposed).

Additionally, JANA has agreed to vote all shares of the Company's common stock beneficially owned by it and over which it has direct or indirect voting power at the 2026 Annual Meeting in favor of the following persons for election as directors of the Company and no other person(s): the JANA Nominee, Corey E. Thomas, Marc Brown, Judy Bruner, Mike Burns, Benjamin Holzman, Wael Mohamed, J. Benjamin Nye, Thomas Schodorf, Reeny Sondhi, and any mutually agreed upon nominee.

Unless otherwise mutually agreed to in writing by each party, the Nomination and Support Agreement will terminate upon the earlier of (i) the date that is thirty (30) calendar days prior to the beginning of the Company's advance notice period for the nomination of directors at the 2027 annual meeting of the Company's stockholders, and (ii) January 8, 2027.

The foregoing summary of the Nomination and Support Agreement does not purport to be complete and is subject to, and qualified in its entirety, by reference to the full text of the Nomination and Support Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.