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

Rhea-AI Filing Summary

R. Don Elsey, a director of BullFrog AI Holdings, Inc., reported equity awards and share issuance on 08/22/2025. The filing shows 5,710 Restricted Stock Units (RSUs) granted under the 2022 Equity Compensation Plan that vest 50% on September 1, 2026 and 50% on September 1, 2027, with accelerated vesting upon a defined change in control or a significant financing. Each RSU converts to one share of common stock upon settlement. The filing also reports 2,813 shares of common stock issued as a fully vested equity grant under the same plan. Following these transactions, the reporting person beneficially owned 8,523 shares as reported.

Positive

• Immediate alignment: 2,813 fully vested shares were issued, increasing the director's current stake in the company.
• Retention incentives: 5,710 RSUs vesting over two years promote continued service and alignment with long-term performance.
• Change-in-control protection: RSU forfeiture restrictions accelerate on a change in control or significant financing, protecting the grantee in corporate transactions.

Negative

• No materiality context: The filing does not state total outstanding shares or the director's prior holdings, limiting assessment of material impact.
• Potential dilution: Additional shares from RSU settlement will dilute existing shareholders when settled, though the filing gives no schedule of settlement beyond vesting dates.

Insights

Financial Analyst

TL;DR: Director received a mix of immediately vested shares and time-vesting RSUs, modestly increasing insider alignment without immediate dilution concerns.

The 2,813 fully vested shares create direct equity ownership that aligns the director with shareholders now, while the 5,710 RSUs provide time-based incentives tied to continued service or corporate milestones and accelerate on change-in-control or certain financings. The total reported post-transaction beneficial ownership of 8,523 shares is modest in absolute terms and unlikely to be material relative to outstanding shares absent additional context. No derivative instruments or option exercises were reported, and there are no cash proceeds noted since the RSUs were granted at $0.00.

Corporate Governance Expert

TL;DR: Grant structure combines immediate ownership with multi-year vesting, supporting retention and potential alignment in M&A scenarios.

The RSU vesting schedule (50% in 2026, 50% in 2027) is a standard retention mechanism and the acceleration on change in control or a significant financing is a common protective provision for executives and directors. The filing details are explicit about the plan and vesting terms. Without additional disclosure of total outstanding shares, prior holdings, or other insider transactions, the governance implications are limited to acknowledging standard equity-based compensation practices.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
08/22/2025

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
Common Stock	08/22/2025		A		5,710(1)	A	$0.00	5,710	D
Common Stock	08/22/2025		A		2,813(2)	A	$0.00	8,523	D

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

Explanation of Responses:

1. Represents Restricted Stock Units ("RSUs") issued under the Company's 2022 Equity Compensation Plan (the "Plan"), vesting 50% on September 1, 2026, and the remaining 50% on September 1, 2027. 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. Each RSU represents a contingent right to receive one share of Common Stock of the Issuer.

2. Represents 2,813 shares of Common Stock issued as an equity grant under the Plan, fully vested upon grant.

	/s/ R. Don Elsey	08/26/2025
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did R. Don Elsey report on Form 4 for BullFrog AI Holdings (BFRG)?

He reported 2,813 fully vested shares issued and 5,710 RSUs granted on 08/22/2025, totaling 8,523 shares beneficially owned following the transactions.

When do the RSUs granted to R. Don Elsey vest?

The RSUs vest 50% on September 1, 2026 and 50% on September 1, 2027, with forfeiture restrictions that accelerate upon a change in control or a significant financing.

Were any cash proceeds reported from these transactions?

No cash was paid for the grants; the reported price for the awards is $0.00 in the filing.

Does the Form 4 show any derivative transactions for the reporting person?

No. Table II reports no derivative securities; only non-derivative common stock and RSU grants are recorded.

Does the Form 4 indicate accelerated vesting conditions for the RSUs?

Yes. Lapse of forfeiture restrictions will accelerate upon a change in control of the company or a significant financing as defined in the plan.