145,560 PSUs awarded to JFrog (NASDAQ: FROG) CEO Ben Haim

Rhea-AI Filing Summary

JFrog Ltd. reported that Chief Executive Officer and director Shlomi Ben Haim acquired 145,560 performance-based restricted share units (PSUs), each representing a right to one ordinary share, at a price of $0 per share.

On February 10, 2026, the Board certified that these PSUs became eligible to vest based on JFrog’s 2025 total shareholder return exceeding the median of its 2025 compensation peer group. Twenty-five percent of the PSUs will vest on March 1, 2026, with the remainder vesting quarterly over the following 12 quarters, subject to his continued service. After this grant, he beneficially owns 4,887,453 ordinary shares directly.

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

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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)
02/10/2026

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	02/10/2026		A		145,560(1)	A	$0	4,887,453	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. These securities are performance-based restricted share units (PSUs). Each PSU represents a contingent right to receive one ordinary share. On February 10, 2026, the Issuer's Board of Directors certified and approved that the PSUs became eligible to vest pursuant to the Reporting Person's continued service based on the Issuer's achievement of total shareholder return for 2025 greater than the median of the total shareholder return for the companies in the Issuer's 2025 compensation peer group. 25% of the PSUs will vest on March 1, 2026, after which the PSUs will continue to vest on a quarterly basis over the following 12 quarters, subject to the Reporting Person's continued service to the Issuer on each applicable vesting date.

	/s/ Shanti Ariker pursuant to power of attorney	02/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did JFrog (FROG) report for CEO Shlomi Ben Haim?

JFrog reported that CEO Shlomi Ben Haim received 145,560 performance-based restricted share units. These units are granted at $0 per share and each can settle into one ordinary share if vesting and continued service conditions are met.

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

Following the reported transaction, CEO Shlomi Ben Haim beneficially owns 4,887,453 JFrog ordinary shares directly. This figure includes the impact of the newly granted 145,560 PSUs, which each represent a contingent right to receive one ordinary share upon vesting.

What are the terms of the 145,560 PSUs granted to JFrog (FROG) CEO?

The 145,560 securities are performance-based restricted share units. Each PSU is a contingent right to one ordinary share, granted at $0. Vesting depends on both a 2025 total shareholder return performance test and the CEO’s continued service with JFrog.

What performance condition applies to the new JFrog (FROG) CEO PSU award?

The PSUs became eligible to vest after JFrog’s 2025 total shareholder return exceeded the median total shareholder return of companies in its 2025 compensation peer group. The Board certified and approved this outcome on February 10, 2026 before vesting could begin.

What is the vesting schedule for the JFrog (FROG) CEO’s 145,560 PSUs?

Twenty-five percent of the PSUs will vest on March 1, 2026. The remaining units will then vest in equal installments on a quarterly basis over the following 12 quarters, provided CEO Shlomi Ben Haim continues to serve JFrog on each vesting date.

Did the JFrog (FROG) CEO pay cash for the 145,560 PSUs reported?

No cash was paid for this grant; the Form 4 lists a price of $0 per share for the 145,560 PSUs. These are equity-based compensation awards rather than open-market purchases of JFrog ordinary shares by the CEO.