Insider sale: JFrog director disposes 1,368 shares via Rule 10b5-1 plan

Rhea-AI Filing Summary

Yvonne Wassenaar, a director of JFrog Ltd. (FROG), sold 1,368 ordinary shares on 08/28/2025 at $49 per share under a Rule 10b5-1 trading plan adopted May 29, 2025. After the reported sale she beneficially owned 32,051 shares, held directly. The Form 4 indicates the transaction was a planned disposition executed under established instructions, and the filing was submitted by a single reporting person.

Positive

• Sale executed under a Rule 10b5-1 trading plan, indicating preplanned and compliant disposition
• Full disclosure of post-transaction beneficial ownership (32,051 shares) providing transparency

Negative

• Director reduced direct holdings by 1,368 shares through the reported sale

Insights

Financial Analyst

TL;DR: Director sold a small portion of holdings via an established 10b5-1 plan; transaction appears routine and non-material to company valuation.

The sale of 1,368 shares at $49 each represents a modest reduction relative to the reporting person's post-transaction holdings of 32,051 shares. Because the sale was executed under a Rule 10b5-1 plan adopted May 29, 2025, it signals preplanned, compliant disposition rather than opportunistic trading based on material nonpublic information. For investors, this is a routine insider liquidity event with limited direct bearing on company fundamentals.

Corporate Governance Expert

TL;DR: Use of a documented 10b5-1 plan reflects governance best practices for scheduled insider trading.

The reporting shows adherence to governance protocols by specifying the Rule 10b5-1 plan as the execution mechanism. That transparency reduces regulatory and perception risk around the transaction. The disclosure includes beneficial ownership after the sale, which helps stakeholders maintain clarity on insider alignment with shareholder interests. No additional governance issues are disclosed in 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
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).

X

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^*

Wassenaar Yvonne

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2025

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	08/28/2025		S(1)		1,368	D	$49	32,051	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. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 29, 2025.

	/s/ Shanti Ariker pursuant to power of attorney	08/29/2025
	** 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 the Form 4 for JFrog (FROG) disclose about Yvonne Wassenaar's transaction?

The Form 4 shows sale of 1,368 ordinary shares on 08/28/2025 at $49 per share executed under a Rule 10b5-1 trading plan.

How many JFrog (FROG) shares did Yvonne Wassenaar own after the reported sale?

Following the reported transaction she beneficially owned 32,051 ordinary shares, held directly.

Was the sale by the JFrog director part of a scheduled trading plan?

Yes. The Form 4 states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted on May 29, 2025.

Does the Form 4 indicate insider coordination or multiple filers for this transaction?

No. The form indicates it was filed by one reporting person, with no joint/group filing reported.

Who signed the Form 4 filing on behalf of the reporting person?

The Form 4 bears a signature executed pursuant to power of attorney by an authorized representative.