---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-23-231565"
form_type: "8-K"
ticker: "RPD"
cik: "0001560327"
company_name: "Rapid7, Inc."
filed_at: "2023-09-08T23:59:59+00:00"
generated_at: "2026-06-10T22:09:08.486745+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# Rapid7 issues $260M 1.25% convertible notes due 2029; repurchases $184M of existing 2.25% notes

## Summary
- Issued $260M principal of 1.25% Convertible Senior Notes due March 15, 2029; initial conversion price ~$64.85 (32.5% premium).
- Net proceeds ~$253M; will use ~$201.5M to repurchase $184M of 2.25% Convertible Senior Notes due 2025 in privately negotiated transactions.
- Paid ~$31.7M for capped call transactions to offset potential dilution upon conversion of the new notes.
- Granted initial purchasers option to buy up to an additional $40M principal amount of notes.
- Offering upsized from $250M initially announced; notes are unsecured and rank equal with existing 2025 and 2027 convertible notes.

## SEC filing metadata
- accession: 0001193125-23-231565
- form_type: 8-K
- ticker: RPD
- cik: 0001560327
- company_name: Rapid7, Inc.
- filed_at: 2023-09-08T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1560327/000119312523231565/0001193125-23-231565-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1560327/000119312523231565/d539131d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-231565
- JSON: https://secwatch.observer/filing/0001193125-23-231565.json
- Plain text: https://secwatch.observer/filing/0001193125-23-231565.txt

## Key facts
- Debt Financings
  Rapid7, Inc. incurred convertible notes of $260.0 million with Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC at 1.25% per annum maturing March 15, 2029.
  - Instrument: convertible notes
  - Principal: $260.0 million
  - Counterparty: Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC
  - Rate: 1.25% per annum
  - Maturity: March 15, 2029
  - Event: incurrence
  source text: Rapid7 issued an aggregate of $260.0 million principal amount of Notes, pursuant to an Indenture dated September 8, 2023 (the “Indenture”), between Rapid7 and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1560327/000119312523231565/0001193125-23-231565-index.htm
- Material Agreements
  Rapid7, Inc. entered into Purchase Agreement for 1.25% Convertible Senior Notes due 2029 with Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC valued at $260.0 million principal amount, plus $40.0 million option (effective 2023-09-05).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC
  - Value: $260.0 million principal amount, plus $40.0 million option
  - Effective: 2023-09-05
  source text: On September 5, 2023, Rapid7, Inc. (“Rapid7”) entered into a purchase agreement (the “Purchase Agreement”) with Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC (the “Initial Purchasers”), relating to the sale (the “Note Offering”) by Rapid7 of an aggregate of $260.0 million principal amount of its 1.25% Convertible Senior Notes due 2029 (the “Notes”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1560327/000119312523231565/0001193125-23-231565-index.htm
- Material Agreements
  Rapid7, Inc. entered into Indenture for 1.25% Convertible Senior Notes due 2029 with U.S. Bank Trust Company, National Association valued at $260.0 million principal amount, 1.25% per annum, due 2029 (effective 2023-09-08).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: U.S. Bank Trust Company, National Association
  - Value: $260.0 million principal amount, 1.25% per annum, due 2029
  - Effective: 2023-09-08
  source text: On September 8, 2023, Rapid7 issued an aggregate of $260.0 million principal amount of Notes, pursuant to an Indenture dated September 8, 2023 (the “Indenture”), between Rapid7 and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1560327/000119312523231565/0001193125-23-231565-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.