JFrog (FROG) CEO sells 43,056 shares to cover RSU tax withholding

Rhea-AI Filing Summary

JFrog Ltd chief executive officer Shlomi Ben Haim reported a disposition of 43,056 Ordinary Shares on June 2, 2026 at an average price of $86.54 per share. According to the footnote, these shares were sold solely to cover statutory tax withholding obligations arising from the vesting of Restricted Stock Units and are described as not a discretionary sale by the reporting person.

Following this tax-related transaction, Ben Haim directly holds 4,751,308 Ordinary Shares. The filing therefore reflects a routine tax withholding event connected to equity compensation rather than an open-market change in his investment stance.

Insider Trade Summary

Net Seller: 43,056 shares ($3,726,066)

Net Sell 1 txn

Insider Shlomi Ben Haim

Role CHIEF EXECUTIVE OFFICER

Sold 43,056 shs ($3.73M)

Type	Security	Shares	Price	Value
Sale	Ordinary Shares	43,056	$86.54	$3.73M

Holdings After Transaction: Ordinary Shares — 4,751,308 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Shares sold: 43,056 shares Sale price per share: $86.54 per share Shares held after transaction: 4,751,308 shares

3 metrics

Shares sold 43,056 shares Disposition on June 2, 2026 to cover tax withholding

Sale price per share $86.54 per share Average price for Ordinary Shares sold on June 2, 2026

Shares held after transaction 4,751,308 shares Direct holdings of Shlomi Ben Haim following the tax-related sale

Key Terms

Restricted Stock Units (RSUs), statutory tax withholding obligations, Ordinary Shares, open-market sale

4 terms

Restricted Stock Units (RSUs) financial

"in connection with the vesting of Restricted Stock Units (RSUs)"

Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.

statutory tax withholding obligations financial

"sold to cover the statutory tax withholding obligations in connection"

Ordinary Shares financial

"security_title": "Ordinary Shares""

Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

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Form 4 Insider Transactions: What Each Field Means →

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).

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 CALIFORNIA 94089

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/02/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	06/02/2026		S		43,056(1)	D	$86.54	4,751,308	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	06/04/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did JFrog (FROG) CEO Shlomi Ben Haim report in this Form 4?

He reported the disposition of 43,056 JFrog Ordinary Shares at $86.54 per share. The shares were automatically sold to satisfy statutory tax withholding obligations tied to vesting RSUs and are not described as a discretionary sale.

Why were JFrog (FROG) shares sold in this insider transaction?

The shares were sold to cover statutory tax withholding obligations triggered by the vesting of Restricted Stock Units (RSUs). The footnote explicitly states this does not represent a discretionary sale by Shlomi Ben Haim, indicating a tax-driven, mechanical transaction.

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

After the transaction, Shlomi Ben Haim directly holds 4,751,308 Ordinary Shares of JFrog. This figure, disclosed in the filing, shows his remaining equity stake following the tax-related sale of 43,056 shares connected to RSU vesting.

Was the JFrog (FROG) CEO’s share sale an open-market decision?

Although coded as a sale, the footnote explains it was executed to cover statutory tax withholding on RSU vesting. The filing clarifies it does not represent a discretionary sale by the CEO, framing it as an automatic tax event.

What type of security is involved in this JFrog (FROG) insider filing?

The transaction involves JFrog Ordinary Shares linked to the vesting of Restricted Stock Units (RSUs). RSUs are stock-based compensation that convert into shares upon vesting, often triggering tax obligations settled by selling a portion of the vested shares.