JFrog (NASDAQ: FROG) withholds CEO shares to cover RSU tax

Rhea-AI Filing Summary

JFrog Ltd reported that CEO Shlomi Ben Haim had 71,841 Ordinary Shares sold on March 2, 2026 at $40.15 per share. According to the filing, these shares were sold solely to cover statutory tax withholding obligations from vested RSUs, rather than as a discretionary sale. After this tax-related share disposition, Ben Haim still holds 4,815,612 Ordinary Shares directly.

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

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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).

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^*

Shlomi Ben Haim

(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 EXECUTIVE OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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	03/02/2026		S		71,841(1)	D	$40.15	4,815,612	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. Represents the number of shares sold to cover the statutory tax withholding obligations in connection with the vesting of Restricted Stock Units (RSUs) and does not represent a discretionary sale by the Reporting Person.

	/s/ Shanti Ariker pursuant to power of attorney	03/04/2026
	** 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 insider transaction did JFrog (FROG) report for its CEO?

JFrog reported that CEO Shlomi Ben Haim had 71,841 Ordinary Shares sold at $40.15 each. The transaction was to cover statutory tax withholding from vested RSUs, and he continues to hold 4,815,612 shares directly.

Was the JFrog CEO’s Form 4 transaction a discretionary share sale?

No, the filing states the 71,841 shares were sold to satisfy statutory tax withholding obligations tied to RSU vesting. It explicitly notes this does not represent a discretionary sale by the reporting person, distinguishing it from a typical open-market sell decision.

How many JFrog (FROG) shares does the CEO hold after this Form 4?

After the tax-related share sale, CEO Shlomi Ben Haim directly holds 4,815,612 Ordinary Shares of JFrog. The reported transaction reduced his stake only by the amount needed to cover RSU tax withholding obligations, not through an elective sale.

What price was reported for the JFrog CEO’s tax-withholding share sale?

The transaction shows 71,841 Ordinary Shares sold at a reported price of $40.15 per share. This price applies to the shares disposed of to cover statutory tax withholding requirements associated with the vesting of Restricted Stock Units (RSUs).

What does the RSU tax-withholding sale mean for JFrog (FROG) investors?

The transaction reflects automatic shares sold to cover taxes on vested RSUs, not a discretionary reduction of the CEO’s stake. Such tax-withholding sales are common in equity compensation programs and typically do not signal a change in management’s view of the company.