FROG insider: 29,101 shares sold for tax withholding; 4.94M shares remain

Rhea-AI Filing Summary

Shlomi Ben Haim, Chief Executive Officer and director of JFrog Ltd. (FROG), reported a non-discretionary share sale on 09/02/2025 to satisfy tax-withholding obligations tied to the vesting of restricted stock units. The Form 4 shows 29,101 ordinary shares were disposed of at a price of $47.78 per share; the filing clarifies this sale was executed solely to cover taxes and was not a voluntary sale by the reporting person. Following the transaction, Ben Haim beneficially owned 4,937,311 shares. The Form 4 was signed via power of attorney on 09/04/2025.

Positive

• Disclosure clarity: The filing explicitly states the sale was to cover tax withholding for RSU vesting, reducing ambiguity about insider intent.
• Substantial remaining ownership: Reporting person retains 4,937,311 shares, indicating continued alignment with shareholders.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Insider sold shares only to cover RSU tax withholding; ownership remains substantial.

The Form 4 documents a routine tax-withholding sale tied to RSU vesting rather than a discretionary trade, which is common for executives receiving equity compensation. The disposal of 29,101 shares at $47.78 does not, by itself, indicate a change in management intent or firm outlook. The reporting person continues to beneficially own 4,937,311 shares, maintaining significant alignment with shareholders. The filing was executed under power of attorney and correctly discloses the nature of the transaction.

Securities Analyst

TL;DR: Transaction is administrative for tax purposes and likely immaterial to FROG's valuation.

The sale stems from statutory tax withholding on RSU vesting; the report specifies the shares were sold to cover withholding, not sold for investment reasons. Transaction price reported at $47.78 per share provides a precise reference point for that event. With 4.94 million shares still beneficially owned post-transaction, the insider retains a sizable stake that suggests continued alignment with shareholder interests. No additional derivative activity is reported on this Form 4.

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).

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)
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		29,101(1)	D	$47.78	4,937,311	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	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 Shlomi Ben Haim report on the Form 4 for FROG?

The Form 4 reports the disposal of 29,101 ordinary shares on 09/02/2025 at $47.78 per share to satisfy tax-withholding obligations from RSU vesting.

Was the sale by the CEO a discretionary transaction?

No. The filing states the sale was not discretionary and was executed solely to cover statutory tax withholding related to RSU vesting.

How many FROG shares does the reporting person own after the transaction?

After the reported transaction the reporting person beneficially owned 4,937,311 shares.

What price was reported for the shares sold?

The reported sale price was $47.78 per share.

When was the Form 4 signed and by whom?

The Form 4 was signed on 09/04/2025 by Shanti Ariker pursuant to a power of attorney on behalf of the reporting person.