JFrog (FROG) CTO awarded 19,796 performance-based PSUs tied to 2025 TSR

Rhea-AI Filing Summary

JFrog Ltd. reported that Chief Technology Officer and director Yoav Landman acquired 19,796 ordinary shares on February 10, 2026 through a grant of performance-based restricted share units (PSUs) at a price of $0 per share. Each PSU represents a contingent right to receive one ordinary share.

The board certified that performance goals tied to 2025 total shareholder return were met, making the PSUs eligible to vest. 25% 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, Landman beneficially owns 5,888,437 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

OMB APPROVAL

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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^*

Landman Yoav

(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 TECHNOLOGY 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		19,796(1)	A	$0	5,888,437	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 Yoav Landman?

JFrog reported that CTO and director Yoav Landman received a grant of 19,796 performance-based restricted share units on February 10, 2026. These PSUs were acquired at $0 per share and increase his beneficial ownership to 5,888,437 ordinary shares, all held directly.

How do the 2026 PSUs granted to JFrog (FROG) CTO Yoav Landman vest?

The PSUs vest based on both performance and continued service. After meeting a 2025 total shareholder return goal, 25% of the PSUs will vest on March 1, 2026. The remaining units vest quarterly over the next 12 quarters, contingent on his continued service with JFrog.

What performance condition triggered Yoav Landman’s PSU eligibility at JFrog (FROG)?

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 this achievement on February 10, 2026, allowing the performance-based units to start vesting on schedule.

What is the size and price of the PSU grant to JFrog (FROG) CTO Yoav Landman?

Yoav Landman received 19,796 performance-based restricted share units, each representing a contingent right to one ordinary share. The reported acquisition price per share was $0, reflecting an equity compensation award rather than an open-market purchase of JFrog shares.

How many JFrog (FROG) shares does Yoav Landman own after the reported grant?

Following the February 10, 2026 grant, Yoav Landman beneficially owns 5,888,437 ordinary shares of JFrog. The filing indicates this ownership is held directly, reflecting both his existing holdings and the newly granted performance-based restricted share units.