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

Rhea-AI Filing Summary

Vininder Singh, who serves as Chief Executive Officer, a director and a reported >10% owner of BullFrog AI Holdings, acquired equity awards under the Company’s 2022 Equity Compensation Plan. The filing reports an acquisition of 75,000 shares of Common Stock issued as an equity grant that were fully vested upon grant, and 152,273 Restricted Stock Units (RSUs) that vest 50% on September 1, 2026 and 50% on September 1, 2027. Each RSU represents a contingent right to one share of Common Stock. The report shows 2,367,446 shares of Common Stock beneficially owned following the transaction. RSU forfeiture restrictions will lapse earlier if a change in control or a significant financing occurs, per the Plan.

Positive

• 75,000 shares of Common Stock were issued and fully vested upon grant, providing immediate alignment with shareholders
• 152,273 RSUs were granted with a clear 50%/50% vesting schedule (September 1, 2026 and September 1, 2027) to support retention
• Reporting shows substantial direct beneficial ownership: 2,367,446 shares beneficially owned following the transaction

Negative

• RSU acceleration upon a change in control or a significant financing could lead to accelerated share issuance and potential dilution

Insights

Corporate Governance Expert

TL;DR: Director/CEO received a mix of immediately vested shares and time‑based RSUs, increasing insider ownership while including acceleration features.

The equity grant structure combines immediately vested common shares with multi‑year RSUs, which aligns management incentives with shareholder outcomes over time. Reporting shows substantial direct beneficial ownership of 2,367,446 shares plus 152,273 RSUs, which can signal commitment to the company. The RSUs include standard acceleration on change in control or significant financing, which is common but may create near‑term dilution risk if triggered. Overall materiality is modest and typical for executive compensation.

Compensation Analyst

TL;DR: Compensation mix rewards current ownership and future retention via staggered RSU vesting; acceleration provisions are notable.

The award of 75,000 fully vested shares provides immediate ownership, while the 152,273 RSUs vest over two years (50%/50%), promoting retention. The RSU-to-share conversion is one‑for‑one. The acceleration clause on change in control or a significant financing is explicitly disclosed, which could hasten share issuance under certain transactions. The award appears structured to balance immediate incentive with deferred retention value.

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).

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^*

Singh Vininder

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

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		75,000(1)	A	$0.00	2,367,446	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
Restricted Stock Units	$0	08/22/2025		A		152,273(2)		(2)	(2)	Common Stock	152,273	$0	152,273	D

Explanation of Responses:

1. Represents 75,000 shares of Common Stock issued as an equity grant under the Company's 2022 Equity Compensation Plan (the "Plan"), fully vested upon grant.

2. Represents Restricted Stock Units ("RSUs") issued under 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.

	/s/ Vininder Singh	08/26/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What transaction did Vininder Singh report for BFRG/BFRGW?

The report discloses an acquisition of 75,000 shares of Common Stock (fully vested) and 152,273 RSUs under the 2022 Equity Compensation Plan.

How many shares does Vininder Singh beneficially own after the reported transaction?

The filing reports 2,367,446 shares of Common Stock beneficially owned following the transaction, plus 152,273 RSUs.

What is the vesting schedule for the RSUs reported on the Form 4?

The RSUs vest 50% on September 1, 2026 and 50% on September 1, 2027, with lapse of forfeiture restrictions accelerated on certain events.

Do the RSUs convert to shares on a one‑for‑one basis?

Yes. The filing states each RSU represents a contingent right to receive one share of Common Stock upon vesting.

Are there acceleration provisions for the RSUs?

Yes. Forfeiture restrictions on the RSUs will accelerate upon a change in control or a significant financing, as defined in the Plan.