FROG Form 4: Yoav Landman Sells 50k Shares Under 10b5-1 Plan

Rhea-AI Filing Summary

Yoav Landman, JFrog Ltd. Chief Technology Officer and director, reported the sale of 50,000 ordinary shares on 08/22/2025. The sales were executed under a Rule 10b5-1 trading plan adopted August 13, 2024, at prices ranging from $47.00 to $47.48, with a weighted average sale price of $47.11. After the reported transaction, the filing shows the reporting person beneficially owns 6,221,086 shares. The Form 4 was signed on 08/26/2025 by an attorney-in-fact on behalf of the reporting person. The filer offers to provide full details of individual sale prices upon request.

Positive

• Sale executed under a Rule 10b5-1 trading plan, indicating pre-arranged trading and governance controls
• Clear disclosure of weighted average price and price range and an offer to provide per-trade details upon request
• Reporting person retains substantial beneficial ownership after the sale (6,221,086 shares)

Negative

• Insider disposed of 50,000 ordinary shares, reducing direct holdings by that amount
• Form 4 shows an open sale rather than a transfer to lock-up or charitable vehicle (no offsetting acquisition disclosed)

Insights

Securities/Equity Analyst

TL;DR: Insider sale was executed under a pre-established 10b5-1 plan; transaction appears routine and disclosed transparently.

The sale of 50,000 shares at a weighted average price of $47.11 was effected pursuant to a Rule 10b5-1 plan adopted August 13, 2024, which reduces the likelihood the transactions were timed based on material nonpublic information. The post-sale beneficial ownership remains substantial at 6,221,086 shares, indicating continued insider alignment with shareholders. No derivative transactions or additional filings are disclosed. Impact on valuation is likely limited given this single disclosed sale.

Corporate Governance Expert

TL;DR: Proper form and disclosures were filed; use of a 10b5-1 plan supports governance best practices for insider trades.

The Form 4 documents that the reporting person is both an officer (CTO) and a director and that the sale was conducted under a documented 10b5-1 trading plan, which is consistent with governance protocols to avoid appearance of opportunistic trading. The filer commits to provide detailed per-trade pricing on request, enhancing transparency. There are no indications in this filing of related-party transfers, option exercises, or derivative activity.

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^*

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)
08/22/2025

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	08/22/2025		S(1)		50,000	D	$47.11(2)	6,221,086	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 $47 to $47.48. 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	08/26/2025
	** 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 Yoav Landman sell in the Form 4 for JFrog (FROG)?

He sold 50,000 ordinary shares on 08/22/2025, reported on Form 4.

At what price were the FROG shares sold by the reporting person?

The sales were executed at prices ranging from $47.00 to $47.48, with a weighted average sale price of $47.11.

Were the sales part of a pre-established plan for JFrog insider trading?

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

How many JFrog shares does the reporting person own after the sale?

The Form 4 reports 6,221,086 shares beneficially owned following the transaction.

Who signed the Form 4 for Yoav Landman?

The filing was signed by /s/ Shanti Ariker pursuant to power of attorney on 08/26/2025.