[Form 4] JFrog Ltd. Insider Trading Activity

Rhea-AI Filing Summary

Eduard Grabscheid, Chief Financial Officer of JFrog Ltd. (FROG), reported transactions on Form 4 showing equity sales and an employee purchase. The filing reports a sale of 2,695 ordinary shares on 09/02/2025 at a weighted average price of $47.78 to cover tax withholding on vested RSUs. Additional sales on 09/03/2025 are reported (including 4,195 shares at a $47.21 weighted average and 387 shares at a $47.88 weighted average). The filing also notes a 326-share purchase under the company ESPP for the period ended August 29, 2025, purchased at 85% of the closing price on March 3, 2025. The reported beneficial ownership after the transactions is shown as 136,165 ordinary shares.

Positive

• Use of Rule 10b5-1 trading plan for the September sales, which documents pre-arranged trading intent and timing.
• Participation in ESPP: the filing notes a 326-share purchase under the JFrog 2020 ESPP at an 85% price provision, showing insider participation in employee ownership programs.
• Clear disclosure that 2,695 shares were sold to cover statutory tax withholding on vested RSUs.

Negative

• Insider share disposals reported (multiple sales on 09/02/2025 and 09/03/2025) reducing the reporting person’s holdings from prior levels to 136,165 shares following reported transactions.
• Multiple sales executed at mid-$47 prices, which reduce insider ownership and may be noted by investors monitoring insider activity.

Insights

Financial Analyst

TL;DR: Routine insider transactions with tax-withholding sales and an ESPP purchase; not likely material to company fundamentals.

The Form 4 discloses customary insider activity: a tax-withholding sale tied to RSU vesting and additional sales made under a Rule 10b5-1 trading plan adopted May 16, 2025. The weighted average sale prices reported range roughly $47.11–$47.92 across transactions, and the filing documents an ESPP purchase of 326 shares at an 85% purchase discount relative to a referenced closing price. These items reflect personal equity management rather than operational developments and do not present new financial metrics or corporate actions that would directly alter JFrog's operating outlook.

Corporate Governance Expert

TL;DR: Disclosures comply with reporting norms; use of a 10b5-1 plan and explicit tax-withholding sale are governance-positive for transparency.

The reporting identifies the use of a pre-established Rule 10b5-1 plan for the September sales and explicitly states the largest sale (2,695 shares) was to satisfy statutory tax withholding on RSU vesting. These disclosures provide clarity on intent and timing, reducing ambiguity about insider selling. The filing includes undertakings to provide trade-by-trade pricing details on request, which supports regulatory transparency. Overall, this is routine insider disclosure without indications of governance issues.

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
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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).

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.
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FAQ

What transactions did JFrog CFO Eduard Grabscheid report on Form 4 (FROG)?

He reported sales of 2,695 shares on 09/02/2025 at a $47.78 weighted average and additional sales on 09/03/2025 (including 4,195 and 387 shares) with weighted average prices stated in the filing.

Why were 2,695 shares sold by the reporting person in the Form 4?

The filing states those 2,695 shares were sold to cover statutory tax withholding obligations in connection with the vesting of Restricted Stock Units (RSUs).

Did the filing disclose any purchases by the reporting person?

Yes. The filing notes a 326-share purchase pursuant to the JFrog 2020 Employee Stock Purchase Plan for the purchase period ended August 29, 2025, at a price equal to 85% of the closing price on March 3, 2025.

Were the September sales part of a prearranged trading plan?

Yes. The sales on 09/03/2025 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 16, 2025, as disclosed in the filing.

What is the reporting person’s beneficial ownership after these transactions?

The filing shows beneficial ownership figures following the reported transactions, with the last reported amount being 136,165 ordinary shares.