[Form 4] JFrog Ltd. Insider Trading Activity

Rhea-AI Filing Summary

Davidson Kempner affiliates disclose a near-maximum 9.9% passive stake in Biora Therapeutics (BIOR). On 30 Jun 2025 the hedge-fund complex — M.H. Davidson & Co., Davidson Kempner Arbitrage, Equities & Relative Value LP, Davidson Kempner Capital Management LP and Managing Member Anthony A. Yoseloff — filed Amendment No. 1 to Schedule 13G.

• Total beneficial ownership: up to 906,227 common shares (including 851,177 issuable on note conversion), representing 9.90 % of BIOR’s 4,552,702 outstanding shares.
• Structure: All voting and dispositive power is shared; none of the entities have sole power.
• Convertible notes: 91 % of the reported position is in notes convertible into equity, but conversions are capped by a 9.90 % blocker, limiting immediate dilution.
• M.H. Davidson & Co. separately lists 25,624 shares (0.56 %) including 24,033 from notes.
• The group certifies the position is passive (Rule 13d-1(c)) and not intended to influence control.

The disclosure signals a sizable institutional bet on BIOR while highlighting potential dilution from convertible securities, though the blocker tempers near-term ownership expansion.

Positive

• Institutional validation: A well-known hedge fund complex committing up to 9.9 % of BIOR may boost market confidence and liquidity.

Negative

• Potential dilution: 851,177 shares are issuable from convertible notes, creating an overhang once the 9.9 % blocker constraint eases.

Insights

Equity Analyst

TL;DR – Hedge fund holds 9.9 % via notes, signalling confidence but creating convertible overhang.

Davidson Kempner’s 906 k-share exposure (almost entirely via convertibles) equals the legal ownership ceiling. For a micro-cap with <5 m shares outstanding, this stake is material, adding a sophisticated investor whose interests align with share appreciation. However, the heavy use of notes foreshadows dilution once the blocker lapses or if the base increases. Investors should track any future 13D moves that could indicate an activist tilt.

Corporate Governance Specialist

TL;DR – Passive filing limits immediate governance impact; monitor for 13D shift.

The Schedule 13G confirms Davidson Kempner is currently passive, mitigating control-change risk. Shared voting rights across entities concentrate influence in Yoseloff, but the 9.9 % cap prevents majority leverage. Should the fund re-file on Schedule 13D, governance dynamics could change rapidly, especially in light of convertible note triggers.

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^*

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)
08/01/2025

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	08/01/2025		M		1,694	A	$15.12	688,054	D
Ordinary Shares	08/01/2025		S(1)		1,526	D	$42(2)	686,528	D
Ordinary Shares	08/01/2025		S(1)		168	D	$42.49(3)	686,360	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
Employee Share Option (right to buy)	$15.12	08/01/2025		M			1,694	10/13/2024	07/29/2030	Ordinary Shares	1,694	$0	1,693	D

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 December 6, 2024.

2. This transaction was executed in multiple trades at prices ranging from $41.48 to $42.46. 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 $42.47 to $42.51. 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	08/04/2025
	** 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

How much of Biora Therapeutics (BIOR) does Davidson Kempner own?

The group reports beneficial ownership of up to 906,227 shares, or 9.90 % of outstanding common stock.

What is the composition of the reported BIOR stake?

Approximately 91 % of the position comes from notes convertible into common shares; the remainder is currently outstanding stock.

Does the filing indicate activist intent toward BIOR?

No. The Schedule 13G filing and certification state the securities are held for passive investment purposes.

What is the 9.90 % blocker mentioned in the filing?

The notes prohibit conversion that would push the group’s ownership above 9.90 %, limiting immediate voting power and dilution.

Could the convertible notes dilute existing BIOR shareholders?

Yes. If and when the blocker is lifted or the share count rises, 851,177 additional shares could enter the market.