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JFrog director shifts 4,989 shares to LLC

JFrog director Andrew L. Vitus shifted 4,989 JFrog shares from direct ownership into an LLC he manages, changing how his holdings are reported but not his economic exposure.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

JFrog Ltd (FROG) director Andrew L. Vitus reported an internal reclassification of holdings involving 4,989 Ordinary Shares on September 10, 2026. He transferred 4,989 directly held shares for no consideration to Scale Management LLC, where he serves as manager, and now reports those shares as held indirectly. Following the transactions, he reports 2,656 shares held directly and 4,989 shares held indirectly through Scale Management LLC, while disclaiming beneficial ownership of the LLC-held shares except for his pecuniary interest.

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Insider Vitus Andrew L.
Role Director
Type Security Shares Price Value
Other Ordinary Shares F1 4,989 $0.00 $0.00
Other Ordinary Shares F2 4,989 $0.00 $0.00
Holdings After Transaction: Ordinary Shares — 2,656 shares (Direct); Ordinary Shares — 4,989 shares (Indirect, See footnote)
Footnotes (2)
  1. F1. Transfer of shares for no consideration to Scale Management LLC of which the reporting person serves as manager.
  2. F2. The shares are held of record by Scale Management LLC for which the reporting person serves as manager. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.
Shares transferred to Scale Management LLC 4,989 shares Ordinary Shares transferred for no consideration on September 10, 2026
Direct holdings after transaction 2,656 shares Ordinary Shares held directly by Andrew L. Vitus after September 10, 2026
Indirect holdings after transaction 4,989 shares Ordinary Shares held of record by Scale Management LLC after September 10, 2026
beneficial ownership regulatory
"The reporting person disclaims beneficial ownership of these securities except to the extent"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"except to the extent of his pecuniary interest therein"
indirect financial
"The shares are held of record by Scale Management LLC for which the reporting person"
Section 16 regulatory
"for purposes of Section 16 or for any other purpose"
Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did JFrog (FROG) director Andrew L. Vitus report in this Form 4?

He reported transferring 4,989 Ordinary Shares for no consideration to Scale Management LLC, an entity he manages, and now reports those shares as held indirectly through the LLC.

How many JFrog (FROG) shares does Andrew L. Vitus hold directly after the transaction?

After the September 10, 2026 transactions, Andrew L. Vitus reports holding 2,656 Ordinary Shares directly.

How many JFrog (FROG) shares are reported as indirectly owned by Andrew L. Vitus?

He reports 4,989 Ordinary Shares as indirectly owned, held of record by Scale Management LLC, for which he serves as manager.

Did Andrew L. Vitus receive any consideration for the transferred JFrog (FROG) shares?

No. A footnote states the 4,989 shares were transferred to Scale Management LLC for no consideration.

Does Andrew L. Vitus claim full beneficial ownership of the JFrog (FROG) shares held by Scale Management LLC?

No. He disclaims beneficial ownership of the shares held by Scale Management LLC except to the extent of his pecuniary interest in those securities.

Was this JFrog (FROG) Form 4 filed under a Rule 10b5-1 trading plan?

No. The filing indicates that the Rule 10b5-1 checkbox is not marked, and no footnote describes a trading plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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*
Vitus Andrew L.

(Last)(First)(Middle)
C/O SCALE VENTURE PARTNERS
950 TOWER LANE, SUITE 1150

(Street)
FOSTER CITY CALIFORNIA 94404

(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/10/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Ordinary Shares09/10/2026J(1)4,989D$02,656D
Ordinary Shares09/10/2026J4,989A$04,989I(2)See footnote
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Transfer of shares for no consideration to Scale Management LLC of which the reporting person serves as manager.
2. The shares are held of record by Scale Management LLC for which the reporting person serves as manager. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.
/s/ Shanti Ariker pursuant to power of attorney09/14/2026
** Signature of Reporting PersonDate
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)

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