JFrog CEO sells 37K shares for tax withholding

JFrog CEO Shlomi Ben Haim reported tax-withholding sales and separate bona fide share gifts, with no discretionary sales disclosed.

Rhea-AI Filing Summary

JFrog Ltd (FROG) reported that Chief Executive Officer and director Shlomi Ben Haim disposed of Ordinary Shares in early September 2026. On September 2, 2026, he sold 37,232 shares at $90.51 per share to cover statutory tax withholding on vesting Restricted Stock Units, which the disclosure states was not a discretionary sale. On September 1, 2026, he made two bona fide gifts totaling 30,000 shares of Ordinary Shares, and the disclosure notes that no shares were sold in connection with these gifts. No transactions are reported under a Rule 10b5-1 trading plan.

Insider Trade Summary

Net Seller: 37,232 shares

Net Sell 3 txns

Insider Shlomi Ben Haim

Role CHIEF EXECUTIVE OFFICER

Sold 37,232 shs ($3.37M)

Type	Security	Shares	Price	Value
Sale	Ordinary Shares F2	37,232	$90.51	$3.37M
Gift	Ordinary Shares F1	15,000	$0.00	$0.00
Gift	Ordinary Shares F1	15,000	$0.00	$0.00

Holdings After Transaction: Ordinary Shares — 4,495,005 shares (Direct)

Footnotes (2)

1. F1. The reported shares were transferred as a bona fide gift. No shares were sold by the Reporting Person.
2. F2. Represents the number of shares sold to cover the statutory tax withholding obligations in connection with the vesting of Restricted Stock Units (RSUs) and does not represent a discretionary sale by the Reporting Person.

Key Figures

Shares sold for tax withholding: 37,232 shares Sale price per share: $90.51 per share Total shares gifted: 30,000 shares +2 more

5 metrics

Shares sold for tax withholding 37,232 shares Ordinary Shares sold on September 2, 2026 to cover statutory tax withholding on vested RSUs

Sale price per share $90.51 per share Price for the 37,232 Ordinary Shares sold on September 2, 2026

Total shares gifted 30,000 shares Ordinary Shares transferred as bona fide gifts on September 1, 2026 in two 15,000-share transfers

Net buy/sell shares 37,232 shares net sold Net of reported purchases and sales; gifts are separate dispositions

Number of gift transactions 2 transactions Two separate bona fide gift transfers of 15,000 shares each on September 1, 2026

Key Terms

bona fide gift, Restricted Stock Units, statutory tax withholding obligations

3 terms

bona fide gift financial

"The reported shares were transferred as a bona fide gift."

A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.

Restricted Stock Units financial

"in connection with the vesting of Restricted Stock Units (RSUs)"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

statutory tax withholding obligations financial

"sold to cover the statutory tax withholding obligations in connection with the vesting"

FAQ

What insider transactions did JFrog (FROG) report for CEO Shlomi Ben Haim?

JFrog reported that CEO Shlomi Ben Haim sold 37,232 Ordinary Shares on September 2, 2026 to cover statutory tax withholding on vested RSUs and made two bona fide gifts totaling 30,000 shares on September 1, 2026. The filing states the gifts did not involve any share sales.

At what price were JFrog (FROG) shares sold in the September 2, 2026 transaction?

On September 2, 2026, Shlomi Ben Haim sold 37,232 Ordinary Shares of JFrog at a price of $90.51 per share. The disclosure explains that the shares were sold solely to cover statutory tax withholding obligations related to the vesting of Restricted Stock Units.

How many JFrog (FROG) shares did the CEO transfer as gifts?

On September 1, 2026, Shlomi Ben Haim transferred 30,000 Ordinary Shares of JFrog as bona fide gifts, in two separate transfers of 15,000 shares each. The disclosure states that no shares were sold by him in connection with these gifts.

Were the JFrog (FROG) insider share sales discretionary trades?

The disclosure states that the 37,232-share sale on September 2, 2026 “represents the number of shares sold to cover the statutory tax withholding obligations” on vesting RSUs and “does not represent a discretionary sale” by Shlomi Ben Haim.

Did JFrog’s CEO use a Rule 10b5-1 trading plan for these transactions?

The filing indicates that no Rule 10b5-1 trading plan is reported for these transactions. The gifts and the tax-withholding sale are disclosed without attributing them to any pre-arranged trading plan.

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

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 09/03/2026 - 04:26 PM Accepted by SEC EDGAR 09/03/2026 - 04:15 PM Learn about SEC filing dates

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).

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^*

Shlomi Ben Haim

(Last) (First) (Middle)

C/O JFROG LTD.

270 E. CARIBBEAN DRIVE

(Street)

SUNNYVALE CALIFORNIA 94089

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF EXECUTIVE OFFICER

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares	09/01/2026		G(1)		15,000	D	$0	4,547,237	D
Ordinary Shares	09/01/2026		G(1)		15,000	D	$0	4,532,237	D
Ordinary Shares	09/02/2026		S		37,232(2)	D	$90.51	4,495,005	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 reported shares were transferred as a bona fide gift. No shares were sold by the Reporting Person.

2. Represents the number of shares sold to cover the statutory tax withholding obligations in connection with the vesting of Restricted Stock Units (RSUs) and does not represent a discretionary sale by the Reporting Person.

	/s/ Shanti Ariker, Pursuant to a Power of Attorney	09/03/2026
	** 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).
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)