FROG Form 4: CRO sells RSU shares to cover taxes, retains 671,909 shares

Rhea-AI Filing Summary

JFrog Ltd. insider sale to satisfy RSU tax withholding — The company’s Chief Revenue Officer and director, Notman Tali, reported a sale on 09/02/2025 of 14,451 ordinary shares at $47.78 per share. The filing states the shares were sold solely to cover statutory tax withholding from the vesting of Restricted Stock Units and were not a discretionary sale. After the withholding sale, the reporting person beneficially owns 671,909 ordinary shares, held directly. The Form 4 was signed by an authorized representative on 09/04/2025.

Positive

• Sale clearly disclosed as tax-withholding related, indicating the transaction was non-discretionary
• Reporting person retains significant direct ownership of 671,909 ordinary shares after the transaction

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine RSU withholding sale; maintains large direct stake, no trading for cash generation indicated.

The reported transaction is a non-discretionary sale of 14,451 shares at $47.78 to satisfy tax withholding on vested RSUs. Such transactions are common and do not signal active disposition of holdings for liquidity or reallocation. Remaining direct beneficial ownership of 671,909 shares keeps the reporting person materially invested in the company. There are no derivative transactions or additional dispositions reported on this Form 4.

Corporate Governance Expert

TL;DR: Compliance disclosure consistent with Section 16 reporting; transaction appears routine and procedurally documented.

The Form 4 discloses the nature of the sale as covering statutory tax obligations from RSU vesting and includes the required details: transaction date, number of shares, price per share, and post-transaction beneficial ownership. The filing was executed by an authorized signatory. No indications of related-party issues or different insider arrangements are disclosed in this filing.

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
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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^*

Notman Tali

(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 REVENUE OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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	09/02/2025		S		14,451(1)	D	$47.78	671,909	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. 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 power of attorney	09/04/2025
	** 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 Notman Tali file on Form 4 for FROG?

The filing reports a sale of 14,451 ordinary shares on 09/02/2025 at $47.78 per share to cover tax withholding from vested RSUs.

Why were the shares sold according to the Form 4?

The Form 4 states the shares were sold solely to cover statutory tax withholding obligations in connection with RSU vesting and were not a discretionary sale.

How many shares does the reporting person own after the transaction?

After the reported transaction the reporting person beneficially owns 671,909 ordinary shares, held directly.

What is the reporting person’s role at JFrog (FROG)?

The reporting person is listed as a Director and an Officer with the title Chief Revenue Officer.

When was the Form 4 signed and by whom?

The Form 4 was signed on 09/04/2025 by an authorized representative, /s/ Shanti Ariker pursuant to power of attorney.