JFrog (FROG) approves up to $300M share buyback authorization

Rhea-AI Filing Summary

JFrog Ltd. announced that its Board of Directors approved a share repurchase program authorizing buybacks of up to $300 million of its outstanding ordinary shares. Repurchases may take place in the open market, through privately negotiated deals, or by other methods permitted under U.S. securities laws.

The company expects to fund the program with cash on hand and future cash generated from operations. Buybacks may begin after a 30-day creditor objection period required under Israeli corporate regulations, and the program can be suspended, modified, or discontinued at the company’s discretion.

Insights

Equity & Capital Allocation Analyst

JFrog adds a sizeable, flexible $300M share repurchase authorization.

JFrog has authorized a share repurchase program of up to $300 million in ordinary shares. This creates a framework for returning capital to shareholders through open-market purchases, privately negotiated transactions, or other allowable methods under the U.S. securities regime.

The company states it has a strong balance sheet and consistent free cash flow generation, and plans to fund repurchases with cash on hand and future operating cash flows. The program is discretionary; management can suspend, modify, or terminate it depending on share price, market conditions, liquidity, and alternative investment opportunities.

Repurchases may start only after a 30-day creditor objection period tied to Israeli corporate regulations governing distributions by way of repurchase. The eventual impact for shareholders will depend on how much of the $300 million authorization is actually used and at what prices.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 26, 2026

JFrog Ltd.

(Exact name of Registrant as Specified in Its Charter)

Israel			001-39492	98-0680649
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
270 E. Caribbean Drive
Sunnyvale, California				94089
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (408) 329-1540

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Ordinary Shares, NIS 0.01 par value		FROG		Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On February 26, 2026, JFrog Ltd. (the “Company”) announced that its Board of Directors approved a share repurchase program that authorizes the repurchase by the Company of up to $300 million of its outstanding ordinary shares. Under the share repurchase program, shares may be repurchased from time to time in the open market or negotiated transactions at prevailing market rates, or by other means in accordance with U.S. federal securities laws. The timing of the repurchases will depend on certain factors, including but not limited to, market conditions and prices and management’s discretion. The repurchases may be suspended, terminated or modified at any time for any reason, including market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities, liquidity, and other factors deemed appropriate. The Company is not obligated to purchase any dollar amount or particular number of shares. A copy of the press release is furnished as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Exhibit Description
99.1		Press release of JFrog Ltd. dated February 26, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			JFrog Ltd.
Date:	February 26, 2026	By:	/s/ Eduard Grabscheid
			Eduard Grabscheid Chief Financial Officer

Exhibit 99.1

JFrog Announces $300 Million Share Repurchase Program

Sunnyvale, Calif., February 26, 2026 -- JFrog Ltd. (“JFrog”) (Nasdaq: FROG), the Liquid Software company and creators of the JFrog Software Supply Chain Platform, today announced that its Board of Directors has authorized a share repurchase program of up to $300 million of the Company’s ordinary shares.

The repurchase approval reflects JFrog’s confidence in executing on its strategy and its conviction in significant, durable growth opportunities.

Backed by a strong balance sheet and consistent free cash flow generation, JFrog is well-positioned to return capital to shareholders while maintaining flexibility to invest in strategic growth initiatives.

Company securities may be repurchased from time to time using a variety of methods, which may include open market purchases, privately negotiated transactions or otherwise, under the U.S. Securities Exchange Act of 1934, as amended, in accordance with U.S. securities laws and regulations. The repurchase program does not obligate the Company to acquire any particular amount of securities, and the repurchase program may be suspended or discontinued at any time at the Company's discretion.

The actual timing, number and value of securities repurchased depend on a number of factors, including the market price of the Company's ordinary shares, general market and economic conditions, the Company's financial results and liquidity, and other considerations. The Company expects to fund repurchases with cash on hand and future cash generated from its operations.

Repurchases under the repurchase program may begin after conclusion of the 30-day period for creditors of the Company to object to the Company's intent to perform the distribution by way of repurchase in accordance with the Israeli Companies Regulations (Relief for Public Companies Whose Securities are Traded on Stock Exchanges Outside of Israel), 5760-2000 and the Israeli Regulations (Approval of Distribution), 5761–2001.

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About JFrog

JFrog Ltd. (Nasdaq: FROG), the creators of the unified DevOps, DevSecOps, DevGovOps and MLOps platform, is on a mission to create a world of trusted software delivery, from creation to production. Driven by a “Liquid Software” vision, the JFrog Platform is a software supply chain system of record that is designed to power organizations as they build, manage, and distribute secure software with speed and scale. Holistic security features help identify, protect, and remediate against threats and vulnerabilities. The universal, hybrid, multi-cloud JFrog Platform is available as both SaaS services

across major cloud service providers and self-hosted. Millions of users and approximately 6,600 organizations worldwide, including a majority of the Fortune 100, depend on JFrog solutions to securely embrace digital transformation in the AI era. Learn more at www.jfrog.com or follow us on X @JFrog.

Forward-Looking Statements

This press release contains “forward-looking” statements, as that term is defined under the U.S. federal securities laws, including but not limited to statements relating to the amount, timing and execution of, and other details about repurchases under the repurchase program.

Forward-looking statements represent our beliefs and assumptions only as of the date of this press release. We disclaim any obligation to update forward-looking statements except as required by law.

Our actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to, risks detailed in our filings with the Securities and Exchange Commission, including in our annual report on Form 10-K for the year ended December 31, 2025 filed on February 13, 2026, our quarterly reports on Form 10-Q, and other filings and reports that we may file from time to time with the Securities and Exchange Commission.

FAQ

What did JFrog (FROG) announce in its latest 8-K filing?

JFrog announced Board approval of a share repurchase program authorizing up to $300 million of its ordinary shares. Repurchases may occur via open-market purchases, privately negotiated transactions, or other compliant methods, giving the company flexibility in how it returns capital to shareholders.

How large is JFrog’s authorized share repurchase program?

The program authorizes JFrog to repurchase up to $300 million of its outstanding ordinary shares. This limit defines the maximum aggregate value of buybacks the company may execute under the authorization, subject to market conditions and management’s discretion over timing and execution.

How will JFrog fund its $300 million share repurchase program?

JFrog expects to fund repurchases using cash on hand and future cash generated from operations. The company also highlights a strong balance sheet and consistent free cash flow as support for returning capital while maintaining resources for strategic growth initiatives.

When can JFrog begin repurchasing shares under the program?

Repurchases may begin after a 30-day creditor objection period related to Israeli corporate distribution regulations. This period follows the company’s intent to perform the distribution by way of repurchase and must elapse before buybacks can commence under the approved program.

Is JFrog required to use the full $300 million repurchase authorization?

No, JFrog is not obligated to repurchase any specific amount of shares or to use the entire $300 million authorization. The company can suspend, discontinue, or modify the program at any time based on share price, market conditions, liquidity, and other considerations.

What factors will influence JFrog’s share repurchase activity?

The timing, number, and value of shares repurchased will depend on the market price of JFrog’s ordinary shares, general market and economic conditions, the company’s financial results and liquidity profile, and other considerations management deems appropriate when evaluating capital deployment.

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EX-99.1 13.0 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 23.3 KB