[Form 4] JFrog Ltd. Insider Trading Activity

Rhea-AI Filing Summary

Eduard Grabscheid, Chief Financial Officer of JFrog Ltd. (FROG), reported insider sales executed under a Rule 10b5-1 trading plan. On 08/18/2025 the reporting person sold a total of 16,445 ordinary shares in two transactions: 15,654 shares at a weighted average price of $44.46 and 791 shares at $45. After these disposals, the filing shows beneficial ownership of 144,233 shares following the larger sale and 143,442 shares following the smaller sale. The Form 4 notes the 10b5-1 plan was adopted May 16, 2025, and the report was signed by a representative under power of attorney on 08/20/2025. The filing asserts the seller will provide transaction-level price and quantity details to the SEC or other requestors.

Positive

• Sales were executed under a documented Rule 10b5-1 trading plan, which indicates pre-planned dispositions rather than ad-hoc insider trading
• Filing discloses weighted-average sale price ($44.46 for the larger block) and commits to provide per-trade details on request, supporting transparency
• Form 4 identifies reporting person and officer role (CFO), meeting Section 16 disclosure requirements

Negative

• Insider holdings decreased by 16,445 shares (15,654 + 791), reducing the CFO's beneficial ownership to 143,442 shares after the reported transactions
• Form does not include per-trade breakdown in the filing itself; specific quantities at each price are available only upon request

Insights

Financial Analyst

TL;DR: CFO sold 16,445 shares under a 10b5-1 plan; proceeds determined by reported weighted-average prices.

The Form 4 documents routine insider sales by the CFO executed under a pre-established Rule 10b5-1 trading plan adopted May 16, 2025. The filing provides aggregate share counts and weighted-average prices ($44.46 and $45) and discloses remaining beneficial ownership after each reported disposal (144,233 and 143,442 shares). For investors, these are non-discretionary plan sales rather than ad-hoc dispositions, and the filer has committed to provide transaction-level breakdowns on request. No derivative or other compensatory transactions are reported.

Corporate Governance Expert

TL;DR: Disclosure aligns with Section 16 reporting and documents use of a 10b5-1 plan; signature by POA is noted.

The filing complies with Section 16 format: it identifies the reporting person as an officer (CFO), specifies the 10b5-1 plan adoption date (May 16, 2025), and reports sales with post-transaction beneficial ownership. The Form 4 is signed by a power-of-attorney designee (Shanti Ariker) dated 08/20/2025, which is an accepted practice when authorized. The filing offers to supply per-trade quantities and prices to regulators or shareholders upon request, supporting transparency. There are no disclosures here of option exercises, grants, or unusual compensation-related derivatives.

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^*

Grabscheid Eduard

(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 FINANCIAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2025

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	08/18/2025		S(1)		15,654	D	$44.46(2)	144,233	D
Ordinary Shares	08/18/2025		S(1)		791	D	$45	143,442	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 May 16, 2025.

2. This transaction was executed in multiple trades at prices ranging from $43.99 to $44.94. 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	08/20/2025
	** 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 insider transactions did JFrog (FROG) disclose for Eduard Grabscheid?

The CFO sold a total of 16,445 ordinary shares on 08/18/2025 in two reported transactions (15,654 shares and 791 shares).

Were the sales by the FROG CFO part of a Rule 10b5-1 plan?

Yes. The Form 4 states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted May 16, 2025.

At what prices were the FROG shares sold by the reporting person?

The filing reports a weighted-average price of $44.46 for the 15,654-share sale and $45.00 for the 791-share sale; the $44.46 figure reflects prices ranging from $43.99 to $44.94.

How many FROG shares did the CFO own after these transactions?

The filing shows beneficial ownership of 144,233 shares after the first reported sale and 143,442 shares after the second reported sale.

Who signed the Form 4 for the reporting person?

The Form 4 was signed by Shanti Ariker pursuant to power of attorney on 08/20/2025.