BullFrog AI (BFRG) Issues 15,000 Stock Options to Director R. Don Elsey

Rhea-AI Filing Summary

R. Don Elsey, a director of BullFrog AI Holdings, Inc. (BFRG), was granted options to purchase 15,000 shares of common stock with an exercise price of $1.43, effective 09/25/2025. The options vest on the earlier of September 25, 2026 and the company’s 2026 annual meeting, and they expire on September 25, 2035. Forfeiture restrictions will lapse earlier on a change in control or a qualifying significant financing. The grant was made under the company’s 2022 Equity Compensation Plan and the strike price was set based on the market price at grant. Following the grant, Elsey beneficially owns 15,000 option shares.

Positive

• Director alignment: Grant creates ownership linkage between the director and shareholders through equity incentives.
• Standard market terms: Exercise price set at market, time-based vesting with acceleration on change in control, and 10-year term are conventional and investor-friendly for retention.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine director equity grant aligns management with shareholders; size appears modest relative to typical executive grants.

The report discloses a standard stock option award to a director under the 2022 Equity Compensation Plan. The exercise price equals the market price at grant, vesting is time- and event-based, and there is a long 10-year term. This structure is common for retaining and incentivizing directors without immediate cash cost to the company. With only 15,000 options, the absolute economic impact and dilution are likely limited, though materiality depends on the company’s outstanding share count which is not provided in this filing.

Corporate Governance Expert

TL;DR: Governance terms are typical: market-price strike, multi-year vesting, acceleration on change-in-control or financing.

The grant follows market practice by tying vesting to service or a corporate event and providing change-in-control acceleration and a lengthy expiration. These terms protect the director’s incentive alignment while allowing acceleration in liquidity events. The filing clearly states the plan authority and acceleration triggers, which supports transparency. No unusual protective provisions or immediate exercisability are disclosed.

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^*

Elsey R Don

(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/ R. Don Elsey	09/29/2025
	** Signature of Reporting Person	Date
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FAQ

What did BullFrog AI Holdings (BFRG) disclose in this Form 4 for R. Don Elsey?

The filing discloses a grant of 15,000 stock options to R. Don Elsey with an exercise price of $1.43, effective 09/25/2025.

When do the options granted to R. Don Elsey vest and expire?

The options vest on the earlier of September 25, 2026 and the company’s 2026 annual meeting, and they expire on September 25, 2035.

Under what plan were the options issued and how was the price determined?

The options were issued under the company’s 2022 Equity Compensation Plan and the exercise price was set based on the market price on the grant date.

Do the options include acceleration provisions?

Yes. The lapse of forfeiture restrictions will accelerate upon a change in control or a qualifying significant financing as defined in the plan.

How many shares does R. Don Elsey beneficially own following the transaction?

Following the reported transaction, Elsey beneficially owns 15,000 option shares.