[144] JFrog Ltd. SEC Filing

Rhea-AI Filing Summary

JFrog Ltd. Form 144 summary: This notice reports a proposed sale of 16,445 common shares through Morgan Stanley Smith Barney on 08/18/2025, with an aggregate market value of $731,617.88 and 116,741,766 shares outstanding. The filing lists multiple acquisitions of common stock by the seller in 2024–2025, including shares received under an Employee Stock Purchase Plan, restricted stock, and performance shares. It also discloses three separate common-stock sales in June 2025 totaling reported gross proceeds of $745,457.30. The filer certifies no undisclosed material adverse information and references Rule 10b5-1 provisions where applicable.

Positive

• Required disclosure provided: The Form 144 lists the broker, proposed sale date, share count, and aggregate market value, meeting regulatory transparency requirements.
• Acquisition details included: The filing itemizes how the shares were acquired (ESPP, restricted stock, performance shares) with dates and amounts.

Negative

• Insider selling: The proposed sale of 16,445 shares and recent June 2025 sales may be viewed negatively by some investors as insider liquidity.
• No operational context: The filing contains no financial results or company performance data to explain the timing or rationale for the sales.

Insights

Securities Analyst

TL;DR: Insider plans to sell 16,445 shares valued at $731,618; recent sales in June generated $745,457 in proceeds.

The Form 144 documents a proposed open-market sale executed through Morgan Stanley Smith Barney for 16,445 JFrog common shares, representing a disclosed market value of $731,617.88 against 116.7 million shares outstanding. The filing details the acquisition history of the shares (ESPP, restricted stock, performance awards) and recent completed sales in June 2025 with reported gross proceeds of $103,590.00, $483,345.00, and $158,522.30. From a trading-impact perspective, the notice provides clear transaction timing and counterparty information but contains no financial performance metrics; its primary relevance is to signal insider liquidity events rather than operational change.

Corporate Governance Expert

TL;DR: Routine disclosure of insider sales and acquisitions; filing affirms compliance with Rule 144 and 10b5-1 representations.

The document lists the nature of underlying share acquisitions (ESPP, restricted stock, performance shares) with acquisition dates spanning February 2024 to June 2025, and states the seller's representation about lack of undisclosed material information. It references use of a broker and provides an approximate sale date. For governance review, the filing supplies required transparency on beneficial owner transactions but does not indicate any related-party, legal, or compliance issues within the notice itself.

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	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	16445	731617.88	116741766	08/18/2025	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	02/28/2025	Employee Stock Purchase Plan	ISSUER			502	02/28/2025	Cash
Common	06/01/2025	Restricted Stock	ISSUER			3912	06/01/2025	Not Applicable
Common	06/01/2025	Performance Shares	ISSUER			262	06/01/2025	Not Applicable
Common	03/01/2025	Restricted Stock	ISSUER			10547	03/01/2025	Not Applicable
Common	02/29/2024	Employee Stock Purchase Plan	ISSUER			75	02/29/2024	Cash
Common	08/30/2024	Employee Stock Purchase Plan	ISSUER			95	08/30/2024	Cash
Common	03/01/2025	Performance Shares	ISSUER			1052	03/01/2025	Not Applicable

* 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
EDUARD GRABSCHEID 270 E. CARIBBEAN DRIVE SUNNYVALE CA 94089	Common	06/04/2025	2302	103590.00
EDUARD GRABSCHEID 270 E. CARIBBEAN DRIVE SUNNYVALE CA 94089	Common	06/04/2025	10741	483345.00
EDUARD GRABSCHEID 270 E. CARIBBEAN DRIVE SUNNYVALE CA 94089	COMMON	06/02/2025	3692	158522.30

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 does the Form 144 for JFrog Ltd. (FROG) disclose?

The form discloses a proposed sale of 16,445 common shares via Morgan Stanley Smith Barney on 08/18/2025 with aggregate market value $731,617.88 and recent June 2025 sales with gross proceeds totaling $745,457.30.

Who is the broker handling the proposed sale in the JFrog Form 144?

The broker named is Morgan Stanley Smith Barney LLC, Executive Financial Services, 1 New York Plaza, 8th Floor, New York, NY 10004.

What types of awards or acquisitions produced the shares being sold?

The filing lists acquisitions from an Employee Stock Purchase Plan, restricted stock, and performance shares with acquisition dates in 2024 and 2025.

Were there recent sales by the same person before this proposed sale?

Yes. The filing shows three sales in June 2025: 2,302 shares for $103,590.00, 10,741 shares for $483,345.00, and 3,692 shares for $158,522.30.

Does the filer state any undisclosed material information about JFrog?

By signing the notice, the person represents they do not know any material adverse information