STOCK TITAN

JFrog (NASDAQ: FROG) CFO logs planned stock sales under Rule 10b5-1

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

Rhea-AI Filing Summary

JFrog Ltd. chief financial officer Eduard Grabscheid reported several stock sales of the company’s ordinary shares. On September 2, 2025, he sold 2,695 shares at $47.78 to cover statutory tax withholding tied to vesting RSUs, which the filing notes was not a discretionary sale.

On September 3, 2025, he executed additional open‑market sales of 326 shares at $47.55, 4,195 shares at $47.21, and 387 shares at $47.88, all under a pre‑established Rule 10b5‑1 trading plan adopted on May 16, 2025. After these transactions, he directly owned 136,165 ordinary shares of JFrog.

Positive

  • None.

Negative

  • None.
Insider Grabscheid Eduard
Role CHIEF FINANCIAL OFFICER
Sold 7,603 shs ($361K)
Type Security Shares Price Value
Sale Ordinary Shares 326 $47.55 $16K
Sale Ordinary Shares 4,195 $47.21 $198K
Sale Ordinary Shares 387 $47.88 $19K
Sale Ordinary Shares 2,695 $47.78 $129K
Holdings After Transaction: Ordinary Shares — 140,747 shares (Direct)
Footnotes (1)
  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. Includes 326 ordinary shares purchased pursuant to the JFrog Ltd. 2020 Employee Stock Purchase Plan ("ESPP"), for the purchase period ended August 29, 2025. In accordance with the ESPP, these shares were purchased at a price equal to 85% of the closing price of Issuer's ordinary shares on March 3, 2025. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 16, 2025. This transaction was executed in multiple trades at prices ranging from $47.11 to $47.92. 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. This transaction was executed in multiple trades at prices ranging from $.46.66 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. This transaction was executed in multiple trades at prices ranging from $47.78 to $47.92. 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.
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*
Grabscheid Eduard

(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 FINANCIAL OFFICER
3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025
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 09/02/2025 S 2,695(1) D $47.78 141,073(2) D
Ordinary Shares 09/03/2025 S(3) 326 D $47.55(4) 140,747 D
Ordinary Shares 09/03/2025 S(3) 4,195 D $47.21(5) 136,552 D
Ordinary Shares 09/03/2025 S(3) 387 D $47.88(6) 136,165 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.
2. Includes 326 ordinary shares purchased pursuant to the JFrog Ltd. 2020 Employee Stock Purchase Plan ("ESPP"), for the purchase period ended August 29, 2025. In accordance with the ESPP, these shares were purchased at a price equal to 85% of the closing price of Issuer's ordinary shares on March 3, 2025.
3. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 16, 2025.
4. This transaction was executed in multiple trades at prices ranging from $47.11 to $47.92. 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.
5. This transaction was executed in multiple trades at prices ranging from $.46.66 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.
6. This transaction was executed in multiple trades at prices ranging from $47.78 to $47.92. 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 09/04/2025
** 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 JFrog (FROG) CFO Eduard Grabscheid report in this Form 4?

The Form 4 reports that CFO Eduard Grabscheid sold several blocks of JFrog ordinary shares on September 2–3, 2025. The transactions include tax‑withholding sales from RSU vesting and additional open‑market sales executed under a pre‑arranged Rule 10b5‑1 trading plan.

How many JFrog (FROG) shares did the CFO sell to cover taxes?

The CFO sold 2,695 JFrog ordinary shares at $47.78 on September 2, 2025 to cover statutory tax withholding on vested RSUs. The filing states this transaction was not a discretionary sale but was specifically to satisfy tax obligations arising from equity compensation.

What open-market sales did JFrog (FROG) CFO execute on September 3, 2025?

On September 3, 2025, the CFO reported open‑market sales of 326 shares at $47.55, 4,195 shares at $47.21, and 387 shares at $47.88. These transactions were coded as “S” sales and were carried out pursuant to a Rule 10b5‑1 plan.

Was the JFrog (FROG) CFO’s stock sale under a Rule 10b5-1 trading plan?

Yes. The filing states that the sales reported on September 3, 2025 were effected under a Rule 10b5‑1 trading plan adopted by the CFO on May 16, 2025. Such plans pre‑schedule trades, helping separate them from day‑to‑day market timing decisions.

How many JFrog (FROG) shares does the CFO own after these transactions?

After the reported sales, CFO Eduard Grabscheid directly beneficially owned 136,165 JFrog ordinary shares. This post‑transaction holding figure reflects his remaining direct ownership following the tax‑related RSU sale and the series of open‑market sales disclosed in the Form 4.

What price ranges were reported for the JFrog (FROG) CFO’s share sales?

Individual weighted‑average prices disclosed include $47.78, $47.55, $47.21, and $47.88 per share. Footnotes explain some trades were executed across multiple prices within ranges, and that full price‑by‑trade details are available upon request to the company, SEC staff, or shareholders.