[144] JFrog Ltd. SEC Filing

Rhea-AI Filing Summary

Form 144 notice for FROG (JFrog Ltd.) reports a proposed sale of 64,865 shares of common stock through Merrill Lynch on 08/28/2025 with an aggregate market value of $3,250,254.94. The shares were acquired on 04/28/2008 as a stock bonus from JFROG LTD; the filer shows an original acquisition amount of 1,788,689 shares. The filing also lists multiple sales by JFROG LTD during the past three months totaling approximately $10,556,502.66 in gross proceeds across seven transactions. The notice includes the standard representation that the seller is not aware of undisclosed material adverse information and references Rule 10b5-1 trading-plan language without providing a plan date.

Positive

• None.

Negative

• Significant affiliate selling: Prior three-month sales generated approximately $10,556,502.66 in gross proceeds, which is material and may affect market supply
• Additional proposed sale: The current Form 144 covers 64,865 shares valued at $3,250,254.94, indicating continued disposition of a long-held position

Insights

Financial Analyst

TL;DR: Large affiliated share sales totaling over $10.5M recently, plus a $3.25M proposed sale, could increase float and supply pressure.

The filing documents a proposed sale of 64,865 shares valued at $3,250,254.94 and prior insider/affiliate sales in the past three months aggregating about $10.56M. These are non-routine, sizable dispositions relative to typical secondary-market transactions and may increase share supply in the near term. The securities were acquired as a stock bonus in 2008, indicating a long-held position being monetized. No forward-looking statements, plan-adoption date, or issuer-specific material disclosures are included in the filing.

Corporate Governance Expert

TL;DR: The Form 144 shows significant affiliate sales but contains no governance red flags beyond routine disclosure requirements.

The notice fulfills Rule 144 reporting for proposed sales and lists multiple recent transactions by JFROG LTD. The filer attests to absence of undisclosed material information and mentions Rule 10b5-1 language but does not supply a plan date. From a governance perspective, timely disclosure is met; however, frequent large sales by affiliates merit monitoring for potential signaling to the market. The filing does not allege any regulatory or compliance issues.

08/28/2025 - 12:49 PM

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	64865	3250254.94	110424948	08/28/2025	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	07/07/2025	8734	369851.60
JFROG LTD 270 E CARIBBEAN DRIVE SUNNYVALE CA 94089	FROG	08/08/2025	30000	1307978.79
JFROG LITD 270 E CARIBBEAN DRIVE SUNNYVALE CA 94089	FROG	07/03/2025	41266	1739391.33
JFROG LTD 270 E CARIBBEAN DRIVE SUNNYVALE CA 94089	FROG	08/07/2025	20000	784450.04
JFROG LTD 270 E CARIBBEAN DRIVE SUNNYVALE CA 94089	FROG	08/22/2025	50000	2353508.90
JFROG LTD 270 E CARIBBEAN DRIVE SUNNYVALE CA 94089	FROG	08/27/2025	37580	1840301.81

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 FROG report?

The notice reports a proposed sale of 64,865 common shares through Merrill Lynch on 08/28/2025 with an aggregate market value of $3,250,254.94.

How were the shares being sold originally acquired?

The shares were acquired on 04/28/2008 as a stock bonus from JFROG LTD; the filing lists an original acquisition amount of 1,788,689 shares.

Have there been recent sales by the same seller?

Yes; the filing lists seven sales in the past three months by JFROG LTD totaling approximately $10,556,502.66 in gross proceeds.

Does the filing indicate any undisclosed material information?

The filer represents by signature that they do not know of any material adverse information about the issuer that has not been publicly disclosed.

Is a Rule 10b5-1 trading plan date provided?

No plan adoption date is provided in the filing; the form references Rule 10b5-1 language but does not supply a specific date.