[144] JFrog Ltd. SEC Filing

Rhea-AI Filing Summary

UBS AG is offering $170,000 in Trigger Autocallable Contingent Yield Notes linked to the common stock of UnitedHealth Group Incorporated (UNH). The three-year notes pay a 10.12% p.a. contingent coupon each quarter only when UNH’s closing price is at or above the Coupon Barrier of $185.13 (60% of the $308.55 Initial Level). If UNH closes at or above the Initial Level on any observation date prior to maturity, the notes are automatically called and investors receive the $10 principal plus the applicable coupon.

If not called, principal is protected at maturity only when the Final Level is at or above the Downside Threshold (also $185.13). Should UNH finish below this threshold, repayment equals $10 × (1 + underlying return), exposing investors to a one-for-one loss that could reach 100% of capital.

• Issue price: $10 per note (minimum purchase 100 notes).
• Estimated initial value: $9.51, reflecting underwriting discount ($0.225 per note) and hedging/issuance costs.
• Observation schedule: Quarterly dates from 6 Oct 2025 through 6 Jul 2028; maturity 10 Jul 2028.
• Credit risk: Unsubordinated, unsecured obligations of UBS AG; payments depend on UBS solvency and are not FDIC-insured.
• Liquidity: Notes will not be listed; secondary market making is at UBS’s discretion and may involve significant bid–ask spreads.

Key risk highlights include potential loss of up to 100% of principal, non-payment of coupons if UNH trades below the barrier, valuation and liquidity uncertainties, conflicts of interest in pricing and hedging, and complex U.S. tax treatment. The product may appeal to investors comfortable with single-stock volatility who seek enhanced income and can tolerate both equity downside and issuer credit exposure.

Positive

• 10.12% contingent coupon offers income well above current investment-grade yields.
• 40% downside buffer (coupon barrier and threshold at 60% of initial level) provides conditional principal protection.
• Automatic call feature can deliver early return of capital plus coupon, boosting annualised yield.
• Short three-year tenor limits long-dated exposure compared with typical structured notes.

Negative

• Full downside participation if UNH falls more than 40%, potentially wiping out the entire investment.
• Coupons are not guaranteed; no payment occurs when UNH is below barrier on observation dates.
• Credit risk of UBS AG; note holders rank as unsecured creditors and face possible bail-in under Swiss law.
• No exchange listing or guaranteed secondary market, leading to potential illiquidity and price concessions on sale.
• Issue price exceeds estimated value by roughly 4.9%, creating an immediate mark-to-market drag.

Insights

Structured Products Analyst

TL;DR High 10.12% contingent coupon but full equity downside after a 40% buffer; neutral overall.

The note offers an above-market coupon that compensates for significant risks: a single-stock exposure, non-cumulative coupons, and potential total loss below the 60% threshold. Automatic call can shorten duration, improving annualised yield but introducing reinvestment risk. The estimated value discount (4.9%) and lack of listing mean investors may face negative carry if they exit early. Given UNH’s historical volatility profile (~25% annualised) the 40% buffer provides moderate protection, but adverse sector news could breach it. Credit exposure to UBS, a Swiss bank subject to FINMA resolution powers, adds another layer. I view impact as neutral—attractive yield for risk-tolerant accounts but no clear value edge versus constructing a synthetic position.

Portfolio Manager

TL;DR Yield is enticing, liquidity and concentration risk offset benefits; assessment neutral.

From a portfolio perspective the instrument behaves like a short put on UNH financed by selling upside and receiving a rich coupon. It suits income sleeves willing to assume event-risk on a large-cap healthcare name. However, absence of diversification, quarterly observation frequency, and contingent nature of payments make cash-flow planning difficult. Illiquidity and the 49 bp issue premium reduce attractiveness versus exchange-traded alternatives. Unless an investor has a constructive 1-3 year view on UNH holding above $185 yet below $309, I would allocate sparingly.

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

144: Filer Information

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

144: 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: 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	MERRILL LYNCH 75 ROCKEFELLER PLAZA NEW YORK NY 10019	41266	1739391.33	110424948	07/03/2025	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: 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	04/28/2008	STOCK BONUS	JFROG LTD			1788689	04/28/2008	STOCK BONUS

* 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: 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
JFROG LTD 270 E CARIBBEAN DRIVE SUNNYVALE CA 94089	FROG	06/05/2025	50000	2161020.19
JFROG LTD 270 E CARIBBEAN DRIVE SUNNYVALE CA 94089	FROG	04/10/2025	20000	608057.96
JFROG LTD 270 E CARIBBEAN DRIVE SUNNYVALE CA 940889	FROG	05/08/2025	20000	705799.32
JFROG LTD 270 E CARIBBEAN DRIVE SUNNYVALE CA 94089	FROG	05/12/2025	75000	1992874.52

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

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 contingent coupon does the UBS note linked to UNH pay?

It pays 10.12% per annum, or $0.253 per $10 note each quarter, only when UNH closes at or above $185.13 on the observation date.

How much downside protection do investors have?

Principal is protected at maturity if UNH remains at or above $185.13, which is 60% of the initial $308.55 level. Below that, losses match the share’s decline.

When can the notes be automatically called?

On any quarterly observation date before final valuation, if UNH’s closing price is at or above the initial level of $308.55.

Is the 10.12% coupon guaranteed for the full three years?

No. Coupons are contingent; they are paid only when the barrier condition is met on each observation date.

What is the estimated initial value compared with the issue price?

UBS estimates the initial value at $9.51 versus the $10 issue price, reflecting fees and hedging costs.

Are these notes listed on an exchange?

No. The notes will not be listed; any secondary trading depends solely on UBS’s willingness to make a market.