Insider sale: JFrog files to sell 28,692 shares worth $1.22M

Rhea-AI Filing Summary

Form 144/A filing for JFrog Ltd. (FROG) discloses a proposed sale of 28,692 common shares through Morgan Stanley Smith Barney, with an aggregate market value of $1,219,533.38, to be sold on or about 08/14/2025 on NASDAQ. The shares were originally acquired on 05/21/2012 in a private acquisition from the issuer and the purchase was paid in cash. The filer previously sold shares on 08/13/2025 in two transactions totaling 29,134 shares for gross proceeds of $1,235,454.93. The filer attests they are unaware of any undisclosed material adverse information about the issuer.

Positive

• Transparent disclosure of proposed sale details including broker, number of shares, and aggregate market value
• Use of a recognized broker (Morgan Stanley Smith Barney) indicates an orderly market transaction
• Prior sales reported which provides continuity and completeness to the trading record

Negative

• Insider selling of a combined 57,826 shares across 08/13 and 08/14/2025 totaling over $2.45 million in proceeds could be perceived negatively by investors
• No explicit mention in the filing of a 10b5-1 trading plan or reason for the sales, which may raise governance or signaling concerns

Insights

Securities Analyst

TL;DR: Insider sale disclosed; transaction size is modest relative to large-cap norms and appears executed through a broker.

The filing documents a proposed sale of 28,692 shares valued at $1.22 million executed via Morgan Stanley Smith Barney on NASDAQ, with prior sales of 29,134 shares on the prior day. The shares were acquired privately in 2012 and paid for in cash. This disclosure complies with Rule 144 reporting requirements and provides transparency on insider liquidity. The filing does not include earnings, operational metrics, or forward-looking statements, so the primary implication is increased insider supply into the market rather than any operational signal.

Corporate Governance Expert

TL;DR: Repeated insider sales over consecutive days may raise governance questions about insider liquidity and confidence.

The filer, identified by name in prior-sale rows, sold 29,134 shares on 08/13/2025 and now proposes to sell 28,692 shares on 08/14/2025. While Rule 144 disclosures are routine, consecutive large sales by an affiliated person can be viewed negatively by investors evaluating insider alignment with shareholders. The filing includes the required representation that no undisclosed material information exists, but it does not provide context for the sales (such as trading plan adoption), so governance-focused stakeholders may seek further clarity on motivations or any 10b5-1 plan.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144/A

144/A: Filer Information

Filer CIK
Filer CCC
Previous Accession Number Of The Filing
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144/A: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144/A: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	28692	1219533.38	116741766	08/14/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144/A: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	05/21/2012	Private Acquisition from Issuer/Affiliate	Issuer			28692	05/21/2012	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144/A: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
YOSEPH SELA 270 E. CARIBBEAN DRIVE SUNNYVALE CA 94089	Common	08/13/2025	21308	905745.55
YOSEPH SELA 270 E. CARIBBEAN DRIVE SUNNYVALE CA 94089	Common	08/13/2025	7826	329709.38

144/A: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does the Form 144/A filed for JFrog (FROG) disclose?

The filing discloses a proposed sale of 28,692 common shares valued at $1,219,533.38 to be sold on or about 08/14/2025 on NASDAQ through Morgan Stanley Smith Barney.

Who acquired the shares and when were they acquired?

The shares were acquired on 05/21/2012 via a private acquisition from the issuer and were paid for in cash.

Were there any recent sales by the same person before this filing?

Yes. The filer sold 21,308 and 7,826 shares on 08/13/2025 for gross proceeds of $905,745.55 and $329,709.38, respectively.

Through which broker will the shares be sold?

The proposed sale lists Morgan Stanley Smith Barney LLC Executive Financial Services as the broker.

Does the filing state whether the filer knows of any undisclosed material information?

Yes. By signing the notice, the filer represents they do not know any material adverse information about the issuer that has not been publicly disclosed.