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FROG Form 4: CRO Notman Tali disposes 13,067 shares under 10b5-1 plan

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Notman Tali, Chief Revenue Officer of JFrog Ltd. (FROG), reported an open-market sale of 13,067 ordinary shares on 09/08/2025 at a price of $50.26 per share, leaving 658,842 shares beneficially owned following the transaction. The filing states the sales were effected under a Rule 10b5-1 trading plan adopted by the reporting person on December 6, 2024. The Form 4 was signed via power of attorney on 09/10/2025.

Positive

  • Transaction executed under a Rule 10b5-1 trading plan, indicating compliance with insider trading policies
  • Filing discloses remaining beneficial ownership (658,842 shares), providing transparency on insider holdings

Negative

  • Insider disposed of 13,067 ordinary shares, which reduces insider shareholdings
  • Sale represents realized insider liquidity that could be interpreted as reducing insider exposure (explicit in the filing)

Insights

TL;DR: Routine, preplanned insider sale under a 10b5-1 plan; indicates compliance with insider trading rules rather than ad hoc disposition.

The reported sale of 13,067 shares was executed pursuant to a Rule 10b5-1 trading plan adopted December 6, 2024, which provides an affirmative defense against allegations of trading on material nonpublic information when conditions are met. This suggests the transaction followed a pre-established schedule rather than being opportunistic. The remaining reported beneficial ownership of 658,842 shares is explicitly stated, allowing stakeholders to track ownership concentration. There is no additional disclosure of change in role, compensation, or company events in this filing.

TL;DR: A modest insider sale representing a small portion of total holdings; not evidently material to valuation from this filing alone.

The sale of 13,067 shares at $50.26 reduces the reporting person’s holdings to 658,842 shares. The filing does not disclose other transactions, option exercises, or derivative positions. Because the sale was conducted under a Rule 10b5-1 plan, it likely reflects scheduled liquidity rather than a response to company-specific material information. No changes to executive titles, compensation, or company financials are presented in this Form 4.

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
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Notman Tali

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
CHIEF REVENUE OFFICER
3. Date of Earliest Transaction (Month/Day/Year)
09/08/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
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 09/08/2025 S(1) 13,067 D $50.26 658,842 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 December 6, 2024.
/s/ Shanti Ariker pursuant to power of attorney 09/10/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Notman Tali report on Form 4 for JFrog (FROG)?

The filing reports a sale of 13,067 ordinary shares on 09/08/2025 at $50.26 per share, leaving 658,842 shares beneficially owned.

Was the sale executed under a 10b5-1 plan?

Yes. The Form 4 states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 6, 2024.

What is Notman Tali's role at JFrog as noted in the filing?

The filing lists the reporting person as an Officer with the title Chief Revenue Officer.

When was the Form 4 signed and filed?

The signature on the form is dated 09/10/2025 and was signed by Shanti Ariker pursuant to power of attorney.

Does the Form 4 disclose any derivative transactions or option exercises?

No. The Form 4 contains only a reported sale of ordinary shares and includes no derivative or option transactions.
Jfrog Ltd

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6.11B
104.08M
13.01%
76.52%
2.68%
Software - Application
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United States
SUNNYVALE