Form 4: JFrog CTO Landman Granted Performance-Based Shares

JFrog's Chief Technology Officer, Yoav Landman, received 19,796 performance-based restricted share units (PSUs) on February 10, 2026, contingent on company performance and continued service.

Summary

• Yoav Landman, JFrog Ltd.'s Chief Technology Officer and Director, was granted 19,796 performance-based restricted share units (PSUs).
• The transaction date for the grant was February 10, 2026.
• Each PSU represents a contingent right to receive one ordinary share of JFrog Ltd.
• The PSUs became eligible to vest following the Issuer's Board of Directors' certification and approval on February 10, 2026.
• Vesting is contingent on the Issuer's achievement of total shareholder return for 2025 being greater than the median of its 2025 compensation peer group.
• The vesting schedule is 25% on March 1, 2026, with the remaining PSUs vesting quarterly over the subsequent 12 quarters, subject to continued service.
• Following this transaction, Yoav Landman beneficially owns 5,888,437 ordinary shares.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a slightly positive development, as it aligns executive incentives with shareholder returns and promotes long-term retention, which is generally beneficial for corporate governance and stability.

Positives

• The grant of performance-based restricted share units (PSUs) aligns the Chief Technology Officer's long-term incentives with the company's total shareholder return performance.
• The vesting schedule, tied to continued service, encourages executive retention.

Negatives

• The issuance of new shares upon vesting could lead to minor dilution for existing shareholders over time.

Risks

• The PSUs are performance-based, meaning they will only vest if JFrog's total shareholder return for 2025 exceeds the median of its compensation peer group, introducing a risk that the shares may not be fully realized if performance targets are not met.
• Continued vesting is subject to the reporting person's continued service to the Issuer, posing a risk of forfeiture if employment ceases.

Future Outlook

The vesting schedule for the PSUs extends over the next three years, with quarterly vesting contingent on Yoav Landman's continued service, indicating an expectation of his ongoing contribution to the company.

Industry Context

StockSavvy.ai notes that granting performance-based restricted share units is a common practice in the technology industry for executive compensation. This structure aims to incentivize long-term performance and align executive interests with shareholder value creation, particularly by tying vesting to total shareholder return relative to a peer group.

Comparison to Industry Standards

• The use of performance-based restricted share units (PSUs) is a standard executive compensation mechanism across the technology sector, similar to practices at companies like Microsoft, Apple, and Google, which often tie executive equity awards to specific financial or operational targets, or relative total shareholder return.
• The multi-year vesting schedule (25% on March 1, 2026, then quarterly over 12 quarters) is typical for retaining key executives and encouraging long-term commitment, comparable to vesting schedules seen in grants at Salesforce or Adobe.
• Tying PSU vesting to total shareholder return (TSR) relative to a peer group is a robust performance metric, widely adopted by leading companies to ensure compensation reflects market-relative performance, a practice observed in compensation plans at companies such as Oracle and SAP.

Stakeholder Impact

• Shareholders: Potential for minor dilution upon vesting, but also benefit from increased alignment of executive incentives with shareholder value creation through performance-based awards.
• Employees: Reinforces the company's compensation structure for key executives, potentially signaling stability in leadership.

Next Steps

• Continued service of Yoav Landman to JFrog Ltd.
• Vesting of 25% of PSUs on March 1, 2026.
• Subsequent quarterly vesting of PSUs over the following 12 quarters.

Key Dates

Keywords

JFrog, FROG, Yoav Landman, CTO, Director, Performance Share Units, PSUs, Restricted Stock Units, RSUs, Executive Compensation, Insider Transaction, SEC Form 4, Share Grant, Equity Award