[Form 4] BullFrog AI Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Jason Hanson, a director of BullFrog AI Holdings, Inc. (BFRG), was granted 15,000 stock options on 09/25/2025. The options have an exercise price of $1.43 and vest on the earlier of September 25, 2026 and the date of the Company\'s annual meeting for fiscal year 2026. The options expire on September 25, 2035. The grant was made under the Company\'s 2022 Equity Compensation Plan and the lapse of forfeiture restrictions will accelerate upon a change in control or a significant financing. Following the grant, Mr. Hanson beneficially owns 15,000 options reported as direct ownership.

Positive

• 15,000 options granted to a director are explicitly disclosed, increasing transparency of insider compensation.
• Vesting schedule set for the earlier of 09/25/2026 or the 2026 annual meeting provides a defined retention period.
• Change-in-control acceleration and significant financing acceleration are disclosed, clarifying potential acceleration events.
• 10-year term (expire 09/25/2035) gives a long exercise window for the option holder.

Negative

• Potential dilution from 15,000 underlying shares is introduced, which may marginally affect existing shareholders.
• Grant price tied to market price on the grant date means immediate intrinsic value depends on market movements not disclosed here.
• Acceleration on significant financing could be triggered by financings that materially change capital structure without shareholder approval.

Insights

Corporate Governance Expert

TL;DR: Director received a time-based option grant with change-in-control acceleration and a 10-year term.

The Form 4 discloses a non-derivative option award of 15,000 shares to Director Jason Hanson at a $1.43 exercise price, granted under the 2022 Equity Compensation Plan. Vesting is the earlier of a fixed one-year anniversary and the 2026 annual meeting, with forfeiture lapse subject to acceleration upon a change in control or a significant financing. These terms are standard for board compensation, combining short-term retention with change-in-control protection. The filing reports direct beneficial ownership of the option award. From a governance standpoint, the disclosure is routine and transparent.

Compensation Analyst

TL;DR: Award size and terms are modest; 10-year expiration and market-based grant price are noted.

The reported grant of 15,000 stock options exercisable at $1.43 appears to be a typical equity retainer or incentive award for a director. The options expire on September 25, 2035, providing a long exercise window. The grant price is described as based on the market price on the grant date. Acceleration on change in control or significant financing may enhance value realization for the recipient in certain transactions. The filing contains clear exercise price, vesting trigger, expiry, and plan reference for investor review.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Hanson Jason David

(Last) (First) (Middle)

325 ELLINGTON BLVD,

UNIT 317

(Street)

GAITHERSBURG MD 20878

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BullFrog AI Holdings, Inc. [ BFRG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/25/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (Right to Buy)	$1.43	09/25/2025		A		15,000		(1)	(2)	Common Stock	15,000	$0.00(3)	15,000	D

Explanation of Responses:

1. Represents stock options issued under Bullfrog AI Holdings, Inc.'s (the "Company") 2022 Equity Compensation Plan, as amended from time to time (the "Plan"), vesting on the earlier of September 25, 2026 and the date of the Company's annual meeting for fiscal year 2026. Lapse of forfeiture restrictions will accelerate upon a change in control of the Company (as defined in the Plan) or a significant financing which may, or may not, constitute a change in control.

2. The stock options expire on September 25, 2035.

3. The options were issued as a grant under the Plan, based on the market price on the date of the grant.

	/s/ Jason Hanson	09/29/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What was disclosed in the BFRG Form 4 filed by Jason Hanson?

The filing discloses a grant of 15,000 stock options on 09/25/2025 with an exercise price of $1.43, vesting by 09/25/2026 or the 2026 annual meeting, expiring 09/25/2035.

Under which plan were the BullFrog AI options issued?

The options were issued under the Company\\'s 2022 Equity Compensation Plan, as amended.

When do the options vest and what accelerates vesting?

Vesting occurs on the earlier of September 25, 2026 and the Company\\'s 2026 annual meeting. Lapse of forfeiture restrictions accelerates upon a change in control or a significant financing as defined in the Plan.

What is the exercise price and expiration date of the options?

The exercise price is $1.43 per share and the options expire on September 25, 2035.

How many shares does Jason Hanson beneficially own following the transaction?

Following the reported transaction, Jason Hanson beneficially owns 15,000 options reported as direct ownership.