Shlomi Ben Haim Disposes 15k FROG Shares; Sale Covered by 10b5-1 Plan

Rhea-AI Filing Summary

Shlomi Ben Haim, JFrog Ltd.'s Chief Executive Officer and a director, sold 15,000 ordinary shares on 08/07/2025 at a weighted average price of $41.65. The filing states the sale was executed in multiple trades with prices ranging from $41.26 to $42.25, and the reported price is the weighted average sale price.

The sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 3, 2025. After the reported transaction, the reporting person beneficially owned 4,966,412 shares. The Form 4 discloses the transaction code as S and notes the filer will provide details of individual trade prices upon request.

Insights

Financial Analyst

TL;DR: CEO sold 15,000 shares under a 10b5-1 plan; size is small relative to ~4.97M holdings, so limited market impact.

The Form 4 reports a disposition of 15,000 shares at a weighted average price of $41.65, executed on 08/07/2025. The sale was made pursuant to a Rule 10b5-1 plan adopted on March 3, 2025, and the reporting person still beneficially owns 4,966,412 shares after the trade. From a financial-analyst perspective, the absolute number sold represents a small fraction of the reported post-transaction holdings, suggesting the trade is routine rather than a material shift in insider ownership.

Corporate Governance Expert

TL;DR: Transaction complies with a documented 10b5-1 plan, which provides an affirmative defense and reduces questions about opportunistic trading.

The Form 4 explicitly states the disposition was executed under a Rule 10b5-1 trading plan adopted on March 3, 2025. The filing also discloses the trade was split across multiple executions with a disclosed weighted average price of $41.65. As reported, the sale follows the documented plan and the filer offers to provide per-trade pricing details upon request, which supports governance transparency in this disclosure.

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^*

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)
08/07/2025

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	08/07/2025		S(1)		15,000	D	$41.65(2)	4,966,412	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 March 3, 2025.

2. This transaction was executed in multiple trades at prices ranging from $41.26 to $42.25. 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.

	/s/ Shanti Ariker pursuant to power of attorney	08/11/2025
	** 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

Did the CEO of JFrog (FROG) sell shares?

Yes. Shlomi Ben Haim, the CEO and a director, sold 15,000 ordinary shares on 08/07/2025.

At what price did the JFrog (FROG) insider sale occur?

The sale was executed in multiple trades between $41.26 and $42.25, with a reported weighted average price of $41.65.

Was the sale by the JFrog (FROG) CEO part of a 10b5-1 plan?

Yes. The Form 4 states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted on March 3, 2025.

How many JFrog (FROG) shares did the reporting person own after the sale?

After the reported transaction, the reporting person beneficially owned 4,966,412 shares.

Will more details on the individual trade prices be available?

The filer states they will provide, upon request, full information regarding the number of shares sold at each separate sale price to the SEC staff, the issuer, or a security holder.