JFrog Ltd. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

JFrog Ltd.

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On September 19, 2025, the Board of Directors (the “Board”) of JFrog Ltd. (the “Company”) appointed Sigal Zarmi to serve on the Company’s Board as a Class I director and a member of the Audit Committee and the Nominating and Corporate Governance Committee of the Board, effective November 1, 2025.

Ms. Zarmi will receive the standard compensation and equity awards provided to the Company’s non-employee directors for their service pursuant to the Company’s Non-Employee Director Compensation Policy, a copy of which is filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, as filed with the SEC on August 8, 2025.

The Company will enter into its standard form of indemnification agreement with Ms. Zarmi, the form of which is filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1. Ms. Zarmi has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. There are no arrangements or understandings between Ms. Zarmi and any other persons pursuant to which she was appointed to serve on the Board of the Company.

A copy of the press release issued by the Company on September 25, 2025 announcing Ms. Zarmi’s appointment to the Board is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.