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

Rhea-AI Filing Summary

Jason Hanson, a director of BullFrog AI Holdings, Inc. (ticker BFRG/BFRGW), received equity awards consisting of 2,813 fully vested shares of common stock and 5,710 restricted stock units (RSUs). The RSUs vest in two equal tranches, with 50% vesting on September 1, 2026 and the remaining 50% on September 1, 2027, and convert to one share each when settled. The RSU forfeiture restrictions will accelerate upon a defined change in control or a significant financing. After these grants, Hanson beneficially owns 8,523 shares in total, held directly.

Positive

• 2,813 fully vested shares issued to the reporting director, increasing direct ownership immediately
• 5,710 RSUs granted that tie future compensation to long‑term performance via staggered vesting
• RSU acceleration provisions provide protection for the director in a change‑in‑control or major financing

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director received equity compensation split between vested shares and time‑vested RSUs; acceleration tied to change in control or financing.

The disclosure shows routine director compensation: a small block of fully vested shares plus RSUs that align the director’s incentives with long‑term shareholder value through multi‑year vesting. The acceleration clause on change in control or significant financing is standard but could accelerate dilution if such events occur. The total of 8,523 shares is explicitly reported as directly owned following the transactions.

Financial Analyst

TL;DR: Equity grant increases insider ownership modestly; impact appears routine and not immediately dilutive until RSUs settle.

The report documents grants rather than open‑market purchases or sales. The 2,813 shares are issued and vested immediately, while 5,710 RSUs are contingent rights to shares that will convert upon vesting. Until RSUs settle, they are not outstanding shares, though they represent potential future dilution. No cash price was paid for the awards according to the filing.

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

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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^*

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)
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/ Jason Hanson	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 equity did Jason Hanson receive according to the Form 4 (BFRG/BFRGW)?

He received 2,813 fully vested shares of common stock and 5,710 restricted stock units (RSUs) under the company's equity plan.

How do the 5,710 RSUs vest?

The RSUs vest 50% on September 1, 2026 and 50% on September 1, 2027, and each RSU represents a contingent right to one share of common stock.

Will the RSUs convert to shares automatically on certain events?

The filing states that lapse of forfeiture restrictions on the RSUs will accelerate upon a change in control or a significant financing as defined in the equity plan.

How many shares does Hanson beneficially own after these transactions?

He beneficially owns 8,523 shares following the reported transactions (2,813 issued shares plus 5,710 RSUs).

Was any cash paid for the issued shares or RSUs?

The Form 4 reports a price of $0.00 for the transactions, indicating no cash purchase price was paid for these awards.