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

Date of Report (Date of earliest event reported): ~~May~~August 207, 2025

JFrog Ltd.

(Exact name of Registrant as Specified in Its Charter)

Israel	001-39492	98-0680649
(State or Other Jurisdictionof Incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)
270 E. Caribbean Drive
Sunnyvale, California		94089
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s Telephone Number, Including Area Code: (408) 329-1540

~~(Former~~Registrant’s ~~Name~~Telephone ~~or Former Address~~Number, ifIncluding ~~Changed~~Area ~~Since~~Code: ~~Last Report~~(408) 329-1540

~~Check~~(Former ~~the~~Name ~~appropriate~~or ~~box~~Former ~~below~~Address, if ~~the~~Changed ~~Form~~Since ~~8-K~~Last ~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~ Report)

~~☐Written~~Check ~~communications~~the ~~pursuant~~appropriate box below if the Form 8-K filing is intended to ~~Rule~~simultaneously ~~425~~satisfy ~~under~~the filing obligation of the ~~Securities~~registrant ~~Act~~under ~~(17~~any ~~CFR~~of ~~230.425)~~the following provisions:

☐~~Soliciting~~ ~~material~~Written communications pursuant to Rule ~~14a-12~~425 under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~14a-12~~425)

☐~~Pre-commencement~~ ~~communications~~Soliciting material pursuant to Rule ~~14d~~14a-~~2(b)~~12 under the Exchange Act (17 CFR 240.~~14d~~14a-~~2(b~~12))

☐ Pre-commencement communications pursuant to Rule ~~13e~~14d-42(cb) under the Exchange Act (17 CFR 240.~~13e~~14d-42(cb))

~~Securities~~☐ ~~registered~~Pre-commencement communications pursuant to ~~Section~~Rule 1213e-4(bc) ofunder the Exchange Act: (17 CFR 240.13e-4(c))

Title of each class		TradingSymbol(s)		Name of each exchange on which registered
Ordinary Shares, NIS 0.01 par value		FROG		Nasdaq Global Select Market

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).


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary Shares, NIS 0.01 par value	FROG	Nasdaq Global Select Market

~~Emerging~~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).

IfEmerging ~~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~~If ~~5.07~~an ~~Submission~~emerging ofgrowth ~~Matters~~company, indicate by check mark if the registrant has elected not to ause ~~Vote~~the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of ~~Security~~the ~~Holders~~Exchange Act. ☐

(a)Item On May 20, 2025, JFrog Ltd2.02 (“JFrog”Results or the “Company”) held an annual general meeting of shareholdersOperations (the “Annual General Meeting”) at the Company’s offices at 270 E. Caribbean Drive, Sunnyvale, California 94089. As of the close of business on March 26, 2025, the record date for the Annual General Meeting (the “Record Date”), there were 114,561,447 ordinary shares of JFrog issued and outstandingFinancial and entitled to vote at the Annual General MeetingCondition. As of the Record Date, there were no preferred shares of JFrog issued and outstanding. At least 33⅓% of the voting rights in the issued JFrog share capital were present or represented at the Annual General Meeting with respect to the proposals below, constituting a quorum for purposes of each proposal.

~~(b)~~On ~~The~~August ~~certified~~7, ~~results~~2025, ofJFrog ~~the~~Ltd. ~~matters~~issued ~~voted~~a onpress atrelease ~~the~~and ~~Annual~~will ~~General~~hold ~~Meeting,~~a ~~which~~conference ~~are~~call ~~described~~announcing inits ~~more~~financial ~~detail~~results infor ~~the~~its ~~Company’s~~second ~~definitive~~quarter ~~proxy~~ended ~~statement~~June ~~filed~~30, ~~with~~2025. ~~the~~A ~~Securities~~copy ~~and~~of ~~Exchange~~the ~~Commission~~press onrelease ~~April~~is 7,furnished ~~2025~~herewith ~~(the~~as ~~“Proxy~~Exhibit ~~Statement”),~~99.1 ~~are~~and ~~set~~is ~~forth~~incorporated ~~below~~herein by reference.

~~Proposal~~The ~~No.~~information 1contained –herein ~~Re-election~~and ofin ~~each~~the ofaccompanying ~~Frederic~~exhibit ~~Simon,~~are ~~Andy~~“furnished” ~~Vitus,~~ and ~~Barry~~shall ~~Zwarenstein~~not asbe ~~Class~~deemed II“filed” ~~directors~~ for apurposes ~~term~~of Section 18 of ~~three~~the Securities Exchange Act of 1934, as amended (3)the ~~years~~“Exchange Act”), ~~expiring~~or atotherwise subject to the ~~end~~liabilities of ~~the~~that ~~2028~~section, ~~annual~~and ~~general~~shall ~~meeting~~not ofbe ~~shareholders~~incorporated orby ~~until~~reference ~~their~~in ~~respective~~any ~~successors~~filing ~~are~~under ~~duly~~the ~~elected~~Securities ~~and~~Act ~~qualified~~of 1933, as amended, or ~~until~~the ~~such~~Exchange ~~director’s~~Act, ~~earlier~~regardless ~~death~~of any general incorporation language in such filing, ~~resignation~~unless orexpressly ~~removal:~~incorporated by specific reference in such filing.

Nominee	For	Against	Abstain	Broker Non-Votes
Frederic Simon	64,125,469	19,124,678	45,545	15,547,561
Andy Vitus	63,799,065	19,423,713	72,914	15,547,561
Barry Zwarenstein	64,910,274	18,302,308	83,110	15,547,561

Item 9.01 Financial Statements and Exhibits.

~~Each~~(d) ~~of the above nominees was re-elected following the affirmative vote of a majority of the votes cast by shareholders entitled to vote.~~Exhibits

Proposal No. 2 – Approval and ratification of the re-appointment of Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global, as the independent auditors of the Company for the period ending at the close of the next annual general meeting:


Exhibit Number		Exhibit Description
99.1		Press release of JFrog Ltd. dated August 7, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Proposal 2	For		Against		Abstain
Approval and ratification of the re-appointment of Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global, as the independent auditors of the Company for the period ending at the close of the next annual general meeting:	98,272,028		407,973		163,252

SIGNATURE

~~The~~Pursuant ~~proposal~~to ~~received~~ the ~~affirmative~~requirements ~~vote~~ of athe ~~majority~~Securities Exchange Act of 1934, the ~~votes~~registrant ~~cast~~has byduly ~~shareholders~~caused ~~entitled~~this report to ~~vote~~be ~~and~~signed ~~therefore~~on ~~passed~~its behalf by the undersigned thereunto duly authorized.

Proposal No. 3 – Approval of changes to the compensation of Shlomi Ben Haim, JFrog’s Chief Executive Officer, as described in the Proxy Statement:


			JFrog Ltd.

Date:	August 7, 2025	By:	/s/ Eduard Grabscheid
			Eduard Grabscheid Chief Financial Officer

Proposal 3	For		Against		Abstain		Broker Non-Votes
Approval of changes to the compensation of Shlomi Ben Haim, JFrog’s Chief Executive Officer	49,198,934		33,504,548		592,210		15,547,561

The proposal received the affirmative vote of a majority of the votes cast by shareholders entitled to vote and therefore passed.

Proposal No. 4 – Approval of changes to the compensation of Yoav Landman, JFrog’s Chief Technology Officer, as described in the Proxy Statement:

Proposal 4	For		Against		Abstain		Broker Non-Votes
Approval of changes to the compensation of Yoav Landman, JFrog’s Chief Technology Officer	49,195,400		33,509,894		590,398		15,547,561

The proposal received the affirmative vote of a majority of the votes cast by shareholders entitled to vote and therefore passed.

Proposal No. 5 – Approval of JFrog’s 2025 Executive Officer and Director Compensation Policy, as described in the Proxy Statement:

Proposal 5	For		Against		Abstain		Broker Non-Votes
Approval of JFrog’s 2025 Executive Officer and Director Compensation Policy	49,206,256		33,492,695		596,741		15,547,561

The proposal received the affirmative vote of a majority of the votes cast by shareholders entitled to vote and therefore passed. As required by Israeli law, Proposal 5 was also approved by shareholders holding a majority of the ordinary shares voted on such proposal (excluding abstentions) who were non-controlling shareholders and did not have a personal interest in such proposal.

Proposal No. 6 – Approval of changes to the compensation program of JFrog’s non-executive members of the board of directors, as described in the Proxy Statement:

Proposal 6	For		Against		Abstain		Broker Non-Votes
Approval of changes to the compensation program of JFrog’s non-executive members of the board of directors	82,984,403		111,965		199,324		15,547,561

The proposal received the affirmative vote of a majority of the votes cast by shareholders entitled to vote and therefore passed.

Proposal No. 7 – Approval of Shlomi Ben Haim’s service as both JFrog’s Chief Executive Officer and Chairman of the board of directors for a period of three years, as described in the Proxy Statement:

Proposal 7	For		Against		Abstain		Broker Non-Votes
Approval of Shlomi Ben Haim’s service as both JFrog’s Chief Executive Officer and Chairman of the board of directors for a period of three years	61,021,071		22,078,068		196,553		15,547,561

The proposal received the affirmative vote of a majority of the votes cast by shareholders entitled to vote and therefore passed. As required by Israeli law, Proposal 7 was also approved by shareholders holding a majority of the ordinary shares voted on such proposal (excluding abstentions) who were non-controlling shareholders and did not have a personal interest in such proposal.

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.

			JFrog Ltd.
Date:	May 22, 2025	By:	/s/ Eduard Grabscheid
			Eduard GrabscheidChief Financial Officer

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