Insider Sales: JFrog CTO Amends Form 4 to Fix Over‑Reported Trades

Rhea-AI Filing Summary

Yoav Landman, JFrog Ltd (FROG) Chief Technology Officer and director, reported sales of ordinary shares under a Rule 10b5-1 plan on August 27-28, 2025. The Form 4/A shows three non-derivative sale entries: 37,580 shares on 08/27 at a weighted average price of $49.01, 27,566 shares on 08/28 at $49.99, and 37,299 shares on 08/28 at $50.27. Following these transactions, reported beneficial ownership declined to 6,118,641 shares in the final entry. The filing amends the prior Form 4 to correct an over-reporting error from the broker: the total shares sold on August 28 were 64,865, not 102,419 as previously reported. The sales were made pursuant to a 10b5-1 plan adopted on August 13, 2024.

Positive

• Amended filing corrects broker over-reporting, improving disclosure accuracy
• Sales executed under a Rule 10b5-1 trading plan, indicating pre-scheduled transactions rather than opportunistic insider trades
• Documented weighted-average prices and post-transaction beneficial ownership, aiding transparency

Negative

• Insider sold a total of 102,445 shares across reported entries, reducing beneficial ownership (as shown in post-transaction totals)
• Sales by a director/officer may be viewed negatively by some investors despite being under a 10b5-1 plan

Insights

Securities Analyst

TL;DR: Insider sales under a pre-established 10b5-1 plan, with an amended filing correcting broker over-reporting; neutral governance disclosure.

The amendment improves accuracy and transparency by correcting the reported volume sold on August 28 from an overstated figure to 64,865 shares. The transactions were executed under a Rule 10b5-1 plan, which typically indicates pre-planned disposals rather than opportunistic trading. The filing also provides weighted average sale prices for each trade, allowing precise tracking of proceeds. From an investor perspective, these are insider sales, which reduce the reporting person's beneficial ownership but do not indicate changes in company financials. The correction of the prior Form 4 mitigates reporting risk.

Corporate Governance Expert

TL;DR: Amended Form 4 demonstrates corrective disclosure practices; sales were routine under an established trading plan.

The reporting person holds dual roles as CTO and director, and the trades were executed pursuant to a 10b5-1 plan adopted August 13, 2024, which is disclosed here. The amendment, including a broker error explanation and undertaking to provide trade-level price breakdowns on request, reflects adherence to disclosure obligations. The reduction in beneficial ownership shown across entries is documented with exact post-transaction holdings, which supports auditability. No derivative or other compensatory transactions are reported.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Landman Yoav

(Last) (First) (Middle)

C/O JFROG LTD.

270 E. CARIBBEAN DRIVE

(Street)

SUNNYVALE CA 94089

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
JFrog Ltd [ FROG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF TECHNOLOGY OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
08/27/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
08/29/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares	08/27/2025		S(1)		37,580	D	$49.01(2)	6,183,506	D
Ordinary Shares	08/28/2025		S(1)		27,566	D	$49.99(3)	6,155,940	D
Ordinary Shares	08/28/2025		S(1)		37,299	D	$50.27(4)	6,118,641	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 13, 2024.

2. This transaction was executed in multiple trades at prices ranging from $49 to $49.05. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.

3. This transaction was executed in multiple trades at prices ranging from $49.15 to $50.15. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.

4. This transaction was executed in multiple trades at prices ranging from $50.16 to $50.45. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.

Remarks:

This Form 4/A amends and restates in its entirety the Reporting Person's Form 4 that was filed on August 29, 2025. The Reporting Person received an incorrect trade confirmation report from his broker which over-reported the number of shares sold on August 28, 2025. The total number of shares sold on August 28, 2025 was 64,865 shares rather than 102,419 shares as reported on the Form 4 filed August 29, 2025.

	/s/ Shanti Ariker pursuant to power of attorney	09/12/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What shares did Yoav Landman sell according to the Form 4/A for FROG?

He sold 37,580 shares on 08/27/2025 at a weighted average price of $49.01, 27,566 shares on 08/28/2025 at $49.99, and 37,299 shares on 08/28/2025 at $50.27.

Was the trading plan for these sales pre-established?

Yes. The sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 13, 2024.

Did the filing correct any prior reporting errors?

Yes. The Form 4/A amends the August 29, 2025 filing to correct an over-reported number of shares sold on August 28; the corrected total for that date is 64,865 shares.

What were the reporting person's beneficial holdings after the reported transactions?

Following the transactions the reported beneficial ownership figures were 6,183,506; 6,155,940; and 6,118,641 shares respectively after each reported sale.

Does the Form 4/A include derivative transactions?

No. Table II for derivative securities contains no reported transactions in this filing.