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

Rhea-AI Filing Summary

Joshua Blacher, Chief Financial Officer of BullFrog AI Holdings, Inc. (ticker BFRGW), reported insider acquisitions on 08/22/2025. He received 4,950 shares of common stock issued as a fully vested equity grant and 10,050 restricted stock units (RSUs) granted under the company’s 2022 Equity Compensation Plan, each RSU representing a contingent right to one share. The RSUs vest 50% on September 1, 2026 and 50% on September 1, 2027, with accelerated lapse of forfeiture restrictions upon a change in control or certain financings. All reported shares are held directly and the transactions were recorded at a price of $0.00, reflecting compensation grants rather than open-market purchases.

Positive

• 4,950 shares issued as a fully vested equity grant to the CFO, increasing his immediate ownership
• 10,050 RSUs granted under the 2022 Equity Compensation Plan to align incentives over 2026–2027 vesting period
• Change-in-control acceleration for RSU forfeiture restrictions provides clarity on potential treatment in a corporate transaction
• All holdings reported as direct ownership, simplifying transparency for investors

Negative

• None.

Insights

Compensation & Governance Analyst

TL;DR: Insider grant to CFO largely compensation-related; vesting schedule and change-in-control acceleration are standard but worth noting.

The reported grant comprises a mix of immediately vested shares and time‑based RSUs, aligning management incentives with long‑term shareholder value through multi-year vesting. The acceleration provision on change in control or significant financing is common in executive awards and can affect dilution and post‑transaction ownership dynamics. Because the consideration is $0.00, these are compensatory issuances, not market acquisitions, so immediate market sentiment impact is likely limited. Materiality for investors is moderate: it signals retention incentives but does not represent cash outflow or debt change.

Securities/Insider Trading Specialist

TL;DR: Form 4 properly discloses grant timing and ownership; transactions appear routine and compliant with Section 16 reporting.

The filing documents acquisitions on 08/22/2025 with total direct beneficial ownership of 15,000 shares post‑transaction. The $0.00 price and the split between vested shares and RSUs are consistent with equity compensation practices. From a disclosure and compliance standpoint, the Form 4 identifies the reporting person, relationship to issuer, transaction codes, and vesting terms, meeting disclosure standards. No derivative transactions or sales are reported here, reducing immediate market trading implications.

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
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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^*

Blacher Joshua

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial 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		10,050(1)	A	$0.00	10,050	D
Common Stock	08/22/2025		A		4,950(2)	A	$0.00	15,000	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 4,950 shares of Common Stock issued as an equity grant under the Plan, fully vested upon grant.

	/s/ Josh Blacher	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.
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FAQ

What did Joshua Blacher (BFRGW) report on his Form 4 filed for 08/22/2025?

He reported receipt of 4,950 fully vested shares and 10,050 RSUs granted under the 2022 Equity Compensation Plan, resulting in 15,000 shares beneficially owned following the transactions.

What are the vesting terms for the RSUs granted to the CFO of BullFrog AI?

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

Were the reported transactions purchases or compensation grants?

The transactions were compensation grants recorded at a price of $0.00, indicating equity awarded rather than open‑market purchases.

How is the reporting person related to BullFrog AI?

The Form 4 identifies Joshua Blacher as an Officer (Chief Financial Officer) and a Director of the issuer.

Did the Form 4 disclose any derivative transactions or dispositions?

No. The filing reports only non‑derivative acquisitions (common stock and RSUs) and does not disclose derivative transactions or dispositions.