JFrog insider sale: 50,000 shares sold under 10b5-1 plan; director retains 4.15M+ shares

Rhea-AI Filing Summary

Simon Frederic, identified as a director of JFrog Ltd. (FROG), reported a sale of 50,000 ordinary shares executed on 08/22/2025 under a Rule 10b5-1 trading plan adopted on August 12, 2024. The sales were executed in multiple trades at prices ranging from $47.00 to $47.43, with a weighted-average price of $47.11. Following the reported disposal, the reporting person beneficially owns 4,154,903 ordinary shares. The Form 4 notes the sale was pursuant to the 10b5-1 plan and that the reporting person will provide transaction-level price/quantity details upon regulatory request.

Positive

• Sale executed under a Rule 10b5-1 plan, providing procedural transparency and an affirmative defense to insider trading concerns
• Reporting person retains substantial ownership after the transaction (4,154,903 shares), indicating ongoing alignment with shareholders

Negative

• Disposition of 50,000 ordinary shares represents insider selling activity that some investors may view negatively
• Transaction executed in multiple trades, requiring additional disclosure on request for per-trade quantities and prices

Insights

Corporate Governance Expert

TL;DR: A director sold shares under a pre-established 10b5-1 plan, signaling structured insider liquidity rather than ad hoc trading.

The reported sale of 50,000 shares was executed pursuant to a Rule 10b5-1 plan, which is commonly used to provide an affirmative defense against insider trading claims by specifying automatic trades in advance. That context reduces concerns about opportunistic timing by the insider. The filing discloses the weighted-average sale price range and confirms the reporting person retained over 4.15 million shares after the disposition, indicating continued substantial ownership.

Securities Analyst

TL;DR: The transaction is a planned insider sale; it is informative but not immediately material to valuation.

From a market-impact perspective, the filing documents a single planned disposal of 50,000 shares at a weighted-average price of $47.11. The disclosure that trades occurred across prices from $47.00 to $47.43 and that granular trade details are available on request provides transparency about execution. The remaining beneficial ownership of 4,154,903 shares shows the reporting person still holds a significant position, which dampens concerns about full divestment.

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^*

Simon Frederic

(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)
08/22/2025

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	08/22/2025		S(1)		50,000	D	$47.11(2)	4,154,903	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 August 12, 2024.

2. This transaction was executed in multiple trades at prices ranging from $47 to $47.43. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.

	/s/ Shanti Ariker pursuant to power of attorney	08/26/2025
	** 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 FROG Form 4 report regarding insider activity?

The Form 4 reports that director Simon Frederic sold 50,000 ordinary shares on 08/22/2025 under a Rule 10b5-1 plan at a weighted-average price of $47.11.

Was the sale by the insider part of a 10b5-1 trading plan for FROG?

Yes. The filing states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted on August 12, 2024.

How many FROG shares does the reporting person own after the sale?

Following the reported transaction the reporting person beneficially owns 4,154,903 ordinary shares.

At what prices were the FROG shares sold?

The transaction was executed in multiple trades at prices ranging from $47.00 to $47.43, with a reported weighted-average price of $47.11.

Can I get the per-trade breakdown of the FROG sale?

Yes. The reporting person states they will provide, upon request by the SEC staff, the issuer, or a security holder, full information regarding the number of shares sold at each separate sale price.