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FROG Insider: CTO Landman Disposes 139,999 Shares Under 10b5-1

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Yoav Landman, JFrog Ltd. (FROG) Chief Technology Officer and director, reported three insider sales executed under a Rule 10b5-1 trading plan adopted August 13, 2024. On 08/27/2025 he sold 37,580 ordinary shares at a weighted average price of $49.01, and on 08/28/2025 he sold 45,132 shares at $49.14 and 57,287 shares at $50.19. The three transactions total 139,999 shares sold. Following the reported sales, the filing shows 6,081,087 ordinary shares beneficially owned by the reporting person.

Positive

  • Sales executed under a Rule 10b5-1 trading plan, which provides an affirmative defense for planned transactions
  • Filing discloses weighted average prices and offers to provide per-trade pricing to the SEC, issuer, or security holders
  • Reporting person retains a large beneficial ownership position of 6,081,087 ordinary shares after the transactions

Negative

  • Total of 139,999 shares sold over two days (08/27/2025–08/28/2025), which represents insider liquidity from a senior officer
  • Concentrated sale dates (two consecutive days) may prompt investor attention despite plan-based disclosure

Insights

TL;DR: Insider sales total 139,999 shares executed under a 10b5-1 plan; ownership remains large at ~6.08M shares.

The filing documents routine insider disposition rather than an unplanned exit: transactions were executed under a pre-established Rule 10b5-1 plan adopted 08/13/2024, with sales occurring on 08/27 and 08/28/2025 at weighted average prices of $49.01, $49.14 and $50.19. Aggregate sale quantity and the remaining beneficial position are clearly stated, allowing investors to quantify insider liquidity without inferring motive.

TL;DR: Disclosure follows governance best practices by noting 10b5-1 plan and providing weighted average prices.

The report includes the required explanation that the sales were pursuant to a 10b5-1 trading plan and supplies weighted average sale prices and a commitment to provide detailed trade-level pricing on request. The filing is complete in form: it identifies the reporting person, relationship to the issuer (CTO and director), transaction dates, quantities, prices, and post-transaction beneficial ownership, supporting transparency for compliance review.

Insider Landman Yoav
Role CHIEF TECHNOLOGY OFFICER
Sold 139,999 shs ($6.93M)
Type Security Shares Price Value
Sale Ordinary Shares 45,132 $49.14 $2.22M
Sale Ordinary Shares 57,287 $50.19 $2.88M
Sale Ordinary Shares 37,580 $49.01 $1.84M
Holdings After Transaction: Ordinary Shares — 6,081,087 shares (Direct)
Footnotes (4)
  1. F1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 13, 2024.
  2. F2. This transaction was executed in multiple trades at prices ranging from $49 to $49.05. 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.
  3. F3. This transaction was executed in multiple trades at prices ranging from $49 to $49.99. 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.
  4. F4. This transaction was executed in multiple trades at prices ranging from $50 to $50.45. 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.

FAQ

What transactions did Yoav Landman report for JFrog (FROG)?
The filing reports three sales: 37,580 shares on 08/27/2025 at a weighted average $49.01, 45,132 shares on 08/28/2025 at $49.14, and 57,287 shares on 08/28/2025 at $50.19.

Were the sales made under a pre-arranged trading plan?
Yes. The Form 4 states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 08/13/2024.

How many shares does the reporting person beneficially own after these transactions?
Following the reported transactions, the filing shows the reporting person beneficially owns 6,081,087 ordinary shares.

What total number of shares were sold by the reporting person in this filing?
The three reported sales total 139,999 ordinary shares sold on 08/27/2025 and 08/28/2025.

Are detailed per-trade prices available in the filing?
The filing provides weighted average prices and explains each transaction was executed in multiple trades with price ranges, and it offers to provide full per-trade details upon request by the SEC, the issuer, or a security holder.

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

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Form 4 Insider Transactions: What Each Field Means →
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*
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)
08/27/2025
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 08/27/2025 S(1) 37,580 D $49.01(2) 6,183,506 D
Ordinary Shares 08/28/2025 S(1) 45,132 D $49.14(3) 6,138,374 D
Ordinary Shares 08/28/2025 S(1) 57,287 D $50.19(4) 6,081,087 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 13, 2024.
2. This transaction was executed in multiple trades at prices ranging from $49 to $49.05. 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.
3. This transaction was executed in multiple trades at prices ranging from $49 to $49.99. 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.
4. This transaction was executed in multiple trades at prices ranging from $50 to $50.45. 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 08/29/2025
** 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.

Source: View Original Filing on SEC EDGAR