Eduard Grabscheid - Feb 11, 2025 Form 4 Insider Report for JFrog Ltd (FROG)

Role: CHIEF FINANCIAL OFFICER
Signature: /s/ Shanti Ariker pursuant to power of attorney
Stock symbol: FROG
Transactions as of: Feb 11, 2025
Transactions value $: $0
Form type: 4
Date filed: 2/13/2025, 06:22 PM
Previous filing: Jan 29, 2025
Next filing: Feb 19, 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	FROG	Ordinary Shares	Award	$0	+74.5K	+79.62%	$0.00	168K	Feb 11, 2025	Direct	F1
transaction	FROG	Ordinary Shares	Award	$0	+6.61K	+3.93%	$0.00	175K	Feb 11, 2025	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents restricted stock units (RSUs) convertible into ordinary shares upon vesting as follows: 25% of the RSUs on March 1, 2026, and the remainder vest thereafter in equal installments over the next twelve quarters beginning June 1, 2026, provided the reporting person remains a Service Provider (as defined in the 2020 Share Incentive Plan) through the Grant Date and each applicable vesting date in order to receive and vest in the applicable RSUs. Each RSU is convertible into one ordinary share.
F2	These securities are performance-based restricted share units (PSUs). Each PSU represents a contingent right to receive one ordinary share. On February 11, 2025, the Issuer's Board of Directors and the Compensation Committee of the Issuer's Board of Directors certified and approved that the PSUs became eligible to vest pursuant to the Reporting Person's continued service based on the Issuer's achievement of total shareholder return for 2024 greater than the median of the total shareholder return for the companies in the Issuer's 2024 compensation peer group. 25% of the PSUs will vest on March 1, 2025, after which the PSUs will continue to vest on a quarterly basis over the following 12 quarters, subject to the Reporting Person's continued service to the Issuer on each applicable vesting date.

Content

Represents restricted stock units (RSUs) convertible into ordinary shares upon vesting as follows: 25% of the RSUs on March 1, 2026, and the remainder vest thereafter in equal installments over the next twelve quarters beginning June 1, 2026, provided the reporting person remains a Service Provider (as defined in the 2020 Share Incentive Plan) through the Grant Date and each applicable vesting date in order to receive and vest in the applicable RSUs. Each RSU is convertible into one ordinary share.

These securities are performance-based restricted share units (PSUs). Each PSU represents a contingent right to receive one ordinary share. On February 11, 2025, the Issuer's Board of Directors and the Compensation Committee of the Issuer's Board of Directors certified and approved that the PSUs became eligible to vest pursuant to the Reporting Person's continued service based on the Issuer's achievement of total shareholder return for 2024 greater than the median of the total shareholder return for the companies in the Issuer's 2024 compensation peer group. 25% of the PSUs will vest on March 1, 2025, after which the PSUs will continue to vest on a quarterly basis over the following 12 quarters, subject to the Reporting Person's continued service to the Issuer on each applicable vesting date.