CFO of JFrog (NASDAQ: FROG) receives major PSU and RSU grants

Rhea-AI Filing Summary

JFrog Ltd.'s chief financial officer, Eduard Grabscheid, received share-based awards in the form of ordinary shares tied to equity incentives. On February 10, 2026, he acquired 18,632 ordinary shares at $0.00 per share from performance-based restricted share units that became eligible to vest, bringing his direct holdings from this line to 147,706 shares.

He also received 107,469 ordinary shares at $0.00 per share through a grant of restricted stock units, increasing his direct holdings from this line to 255,175 shares. The performance-based units vest over 13 quarters starting March 1, 2026, while the restricted stock units vest in 20 equal quarterly installments beginning June 1, 2026, in each case subject to continued service.

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^*

Grabscheid Eduard

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF FINANCIAL 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		18,632(1)	A	$0	147,706	D
Ordinary Shares	02/10/2026		A		107,469(2)	A	$0	255,175	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.

2. Represents restricted stock units (RSUs) convertible into ordinary shares which vest in 20 equal quarterly installments beginning June 1, 2026, provided the reporting person remains a Service Provider (as defined in the 2020 Share Incentive Plan) through the Grant Date and each applicable vesting date in order to receive and vest in the applicable RSUs.

	/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.
* 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).
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FAQ

What insider transaction did JFrog (FROG) report for its CFO?

JFrog’s CFO, Eduard Grabscheid, received equity awards in ordinary shares. He acquired 18,632 shares from performance-based units and 107,469 shares from restricted stock units, both at $0.00 per share, as part of his compensation structure tied to continued service and performance.

How many JFrog (FROG) shares did the CFO acquire in total?

Eduard Grabscheid acquired 126,101 JFrog ordinary shares in total. This consists of 18,632 shares from performance-based restricted share units and 107,469 shares from restricted stock units, with both grants reported as acquisitions at no cash cost per share to the executive.

What are the terms of the performance-based PSUs granted to JFrog’s CFO?

The performance-based PSUs represent rights to ordinary shares that became eligible to vest after JFrog’s 2025 total shareholder return exceeded the median of its 2025 compensation peer group. Twenty-five percent vest March 1, 2026, then quarterly over 12 additional quarters, contingent on continued service.

How do the restricted stock units (RSUs) for JFrog (FROG) CFO vest?

The RSUs reported for JFrog’s CFO convert into ordinary shares and vest in 20 equal quarterly installments starting June 1, 2026. Vesting requires that he remain a Service Provider under the 2020 Share Incentive Plan through the grant date and each applicable vesting date.

Did JFrog’s CFO pay cash for the reported share acquisitions?

No cash consideration was reported for these share acquisitions. Both the 18,632 performance-based units and 107,469 restricted stock units were recorded at a transaction price of $0.00 per share, reflecting equity compensation awards rather than open-market share purchases.

What performance condition triggered JFrog CFO’s PSUs to vest?

The PSUs became eligible to vest after JFrog’s 2025 total shareholder return exceeded the median return of companies in its 2025 compensation peer group. The Board certified this result on February 10, 2026, allowing vesting to proceed subject to the CFO’s continued service.