FROG Insider Sale: CEO Disposes 38,159 Shares in Pre-Planned Trades

Rhea-AI Filing Summary

Shlomi Ben Haim, Chief Executive Officer and director of JFrog Ltd. (FROG), reported sales of ordinary shares under a Rule 10b5-1 trading plan on September 8, 2025. The report shows two dispositions: 36,003 shares sold at a weighted-average price of $50.30 (prices ranged $49.59–$50.58) and 2,156 shares sold at a weighted-average price of $50.64 (prices ranged $50.59–$50.74).

After these transactions the filing reports beneficial ownership of 4,901,308 shares following the first sale and 4,899,512 shares following the second, reflecting a total reported reduction of 38,159 shares. The Form 4 notes the trades were executed pursuant to a 10b5-1 plan adopted March 3, 2025, and includes an undertaking to provide detailed execution-level pricing upon request.

Positive

• Transactions executed under a Rule 10b5-1 trading plan, indicating pre-established compliance with insider trading rules
• Weighted-average prices and execution ranges disclosed, with an undertaking to provide per-trade details on request, enhancing transparency

Negative

• CEO reduced beneficial holdings by 38,159 shares, reflecting insider share sales which may be viewed negatively by some investors
• Filing does not state total outstanding shares or percentage sold, so materiality relative to company float cannot be determined from this Form 4 alone

Insights

Securities Analyst

TL;DR: CEO sold 38,159 shares via a pre-established 10b5-1 plan; residual holding remains large (about 4.9M shares).

The transactions are routine insider dispositions executed under a Rule 10b5-1 plan, which typically reduces concerns about opportunistic timing but does indicate personal liquidity-taking by the CEO. The filing provides weighted-average prices and ranges, improving transparency, and the signer attests to availability of per-trade details on request. For investors, the sale size relative to total outstanding shares is not disclosed here, so materiality versus company float cannot be assessed from this Form 4 alone.

Corporate Governance Expert

TL;DR: Use of a documented 10b5-1 plan signals governance compliance; disclosure includes price ranges and pledge to provide granular data.

The adoption date of the trading plan (March 3, 2025) and explicit explanation that sales were made pursuant to that plan support procedural compliance with insider trading rules. The reporting includes weighted-average sale prices and ranges, and the reporting person commits to furnish trade-level details on request, which is a best-practice disclosure. The filing is a standard insider-sale disclosure without other governance flags such as option exercises, pledges, or related-party transfers.

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^*

Shlomi Ben Haim

(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 EXECUTIVE OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2025

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	09/08/2025		S(1)		36,003	D	$50.3(2)	4,901,308	D
Ordinary Shares	09/08/2025		S(1)		2,156	D	$50.64(3)	4,899,512	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 March 3, 2025.

2. This transaction was executed in multiple trades at prices ranging from $49.59 to $50.58. 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 $50.59 to $50.74. 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	09/10/2025
	** 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 JFrog (FROG) insider Shlomi Ben Haim report on Form 4?

The CEO reported two sales on 09/08/2025 totaling 38,159 shares under a Rule 10b5-1 plan, at weighted-average prices of $50.30 and $50.64.

Were the sales by the JFrog CEO pre-planned or opportunistic?

The Form 4 states the sales were effected pursuant to a 10b5-1 trading plan adopted on March 3, 2025, indicating they were pre-planned.

How many JFrog shares did the CEO own after the reported transactions?

The filing reports beneficial ownership of 4,901,308 shares after the first sale and 4,899,512 shares after the second sale.

What prices were the shares sold at in the FROG Form 4?

The first block was sold at prices ranging $49.59–$50.58 (weighted avg $50.30) and the second at $50.59–$50.74 (weighted avg $50.64).

Can I get a trade-by-trade breakdown of the JFrog insider sales?

Yes. The reporting person undertakes to provide full information regarding the number of shares sold at each separate sale price upon request by the SEC staff, the issuer, or a security holder.