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  4. [Form 4] JFrog Ltd Insider Trading Activity

JFrog (NASDAQ: FROG) CFO sells 15,138 shares in Rule 10b5-1 plan

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

JFrog Ltd chief financial officer Eduard Grabscheid reported open‑market sales of 15,138 Ordinary Shares on June 2–3, 2026 at prices around $83–$87 per share. After these trades, he directly holds 209,658 Ordinary Shares of JFrog.

The filing notes that certain shares were sold solely to cover statutory tax withholding obligations related to vesting Restricted Stock Units and are not discretionary. It also states the sales were carried out under a pre‑arranged Rule 10b5‑1 trading plan adopted on May 16, 2025, and that several transactions were executed through multiple trades at various prices, reported on a weighted‑average basis.

Positive

  • None.

Negative

  • None.
Insider Grabscheid Eduard
Role CHIEF FINANCIAL OFFICER
Sold 15,138 shs ($1.30M)
Type Security Shares Price Value
Sale Ordinary Shares 1,902 $84.00 $160K
Sale Ordinary Shares 3,070 $84.89 $261K
Sale Ordinary Shares 682 $85.70 $58K
Sale Ordinary Shares 9,484 $86.54 $821K
Holdings After Transaction: Ordinary Shares — 213,410 shares (Direct, null)
Footnotes (1)
  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. 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. This transaction was executed in multiple trades at prices ranging from $83.38 to $84.37. 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. This transaction was executed in multiple trades at prices ranging from $84.45 to $85.38. 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. This transaction was executed in multiple trades at prices ranging from $85.47 to $85.80. 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.
Total shares sold 15,138 shares Open-market sales on June 2–3, 2026 by CFO
Shares held after transactions 209,658 shares Direct ownership of CFO after reported sales
June 2, 2026 sale price $86.54 per share Open-market sale of 9,484 Ordinary Shares
June 3, 2026 sale price example $85.70 per share Open-market sale of 682 Ordinary Shares
Additional June 3 prices $84.89 and $84.00 per share Open-market sales of 3,070 and 1,902 shares
Trading plan adoption date May 16, 2025 Rule 10b5-1 plan governing reported sales
Rule 10b5-1 trading plan regulatory
"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."
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
Restricted Stock Units (RSUs) financial
"in connection with the vesting of Restricted Stock Units (RSUs) and does not represent a discretionary sale"
Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.
statutory tax withholding obligations financial
"shares sold to cover the statutory tax withholding obligations in connection with the vesting of Restricted Stock Units"
weighted average sale price financial
"The price reported above reflects the weighted average sale price."
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
CHIEF FINANCIAL OFFICER
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/02/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Ordinary Shares06/02/2026S9,484(1)D$86.54215,312D
Ordinary Shares06/03/2026S(2)1,902D$84(3)213,410D
Ordinary Shares06/03/2026S(2)3,070D$84.89(4)210,340D
Ordinary Shares06/03/2026S(2)682D$85.7(5)209,658D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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.
2. 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.
3. This transaction was executed in multiple trades at prices ranging from $83.38 to $84.37. 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.
4. This transaction was executed in multiple trades at prices ranging from $84.45 to $85.38. 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.
5. This transaction was executed in multiple trades at prices ranging from $85.47 to $85.80. 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 attorney06/04/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did JFrog (FROG) disclose for its CFO?

JFrog disclosed that CFO Eduard Grabscheid sold 15,138 Ordinary Shares in open‑market transactions. These trades occurred on June 2–3, 2026 at prices in the mid‑$80s per share, according to the Form 4 filing.

At what prices did the JFrog (FROG) CFO sell Ordinary Shares?

The CFO’s reported sales were executed at prices around the mid‑$80s per share. Individual transactions list prices such as $86.54, $85.70, $84.89, and $84.00, with some trades reported on a weighted‑average basis within specified price ranges.

How many JFrog (FROG) shares does the CFO hold after these sales?

After the reported transactions, CFO Eduard Grabscheid directly holds 209,658 Ordinary Shares of JFrog. This post‑transaction holding reflects his remaining equity stake following the combined sale of 15,138 shares disclosed in the Form 4.

Were JFrog (FROG) CFO share sales made under a Rule 10b5-1 plan?

Yes. The filing states the sales were effected under a Rule 10b5‑1 trading plan adopted on May 16, 2025. Such plans pre‑schedule trades, meaning the transactions followed a pre‑arranged program rather than ad‑hoc market timing.

Did the JFrog (FROG) CFO sell shares to cover tax withholding on RSUs?

The Form 4 notes that certain shares were sold to cover statutory tax withholding obligations related to vesting Restricted Stock Units (RSUs). The filing explains these particular sales do not represent discretionary selling decisions by the reporting person.