UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

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Filed by a Party other than the Registrant ☐

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Forward-Looking Statements:

This letter and the accompanying proxy statement contain “forward-looking” statements, as that term is defined under the U.S. federal securities laws, including but not limited to statements regarding our future financial performance, expectations regarding the market and revenue potential for our platform and software, and including the efficacy and benefit of integrating of any of our platform and software with other products and platforms, expectations for growth in and market opportunities within DevOps, DevSecOps, DevGovOps, Security, AI, and MLOps, our ability to provide effective tools and solutions to detect and remediate security vulnerabilities, our expectations regarding our strategic integrations and collaborations, the ability of our strategic sales team to grow the business, our ability to expand usage of our platform in the government and commercial sectors, our ability to innovate and meet market demands and the software supply chain needs of our customers and our expectations regarding the integration and adoption of MLOps technologies into our business, including our ability to successfully integrate into our business operations, and expectations regarding customer expansions, our market positioning related to the expansion of binaries moving forward, our expectations regarding the benefits of enhancing MLOps capabilities and fortifying the security of AI environments, our ability to become a foundational platform for autonomous AI agents and human developers, our expectations about the AI market generally, and our ability to innovate and meet market demands and the software supply chain needs of our customers, including security and secure delivery. These forward-looking statements are based on JFrog’s current assumptions, expectations and beliefs and are subject to substantial risks, uncertainties, assumptions and changes in circumstances that may cause JFrog’s actual results, performance or achievements to differ materially from those expressed or implied in any forward-looking statement.

There are a significant number of factors that could cause actual results to differ materially from statements made in this letter and the accompanying proxy statement, including but not limited to: risks associated with managing our rapid growth; our history of losses; our limited operating history; our ability to retain and upgrade existing customers; our ability to attract new customers; our ability to effectively develop and expand our sales and marketing capabilities; our ability to integrate and realize anticipated synergies from acquisitions of complementary businesses; risk of a security breach incident or product vulnerability; risk of interruptions or performance problems associated with our products and platform capabilities; our ability to adapt and respond to rapidly changing technology or customer needs; our ability to compete in the markets in which we participate; our ability to successfully integrate technology from acquisitions into our offerings; our ability to provide continuity to our respective customers and realize innovation following our acquisitions; and general market, political, economic, and business conditions. Our actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to, risks detailed in our filings with the Securities and Exchange Commission, including in our annual report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 13, 2026, our quarterly reports on Form 10-Q, and other filings and reports that we may file from time to time with the Securities and Exchange Commission. Forward-looking statements represent our beliefs and assumptions only as of the date of this proxy statement. We disclaim any obligation to update forward-looking statements except as required by law.

TABLE OF CONTENTS

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Composition of our Board of Directors

Our board of directors is comprised of 10 members. Upon expiration of the term of a class of directors, directors in that class will be elected for a three-year term at the annual general meeting of shareholders in the year in which that term expires. Each director’s term continues until the election and qualification of his or her successor, or his or her earlier death, resignation, or removal. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors.

The following table sets forth the names, ages, and certain other information for each of the directors with terms expiring at the Annual General Meeting (including each of the director nominees and each of the continuing members of our board of directors). All information is as of March 13, 2026.

Director Nominees for Election

Continuing Directors

Class I Directors

Class II Directors

Board Composition and Independence

Our board of directors has undertaken a review of its composition, the composition of its committees, and the independence of each director. Of the 10 members of our board of directors, currently thirty percent (30%) are women. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, and considering the relationships that each non-employee director has with our company and all other facts and circumstances our board of directors deemed relevant in determining their independence, our board of directors has determined that:

Frederic Simon, our co-founder and member of our board of directors, is married to the sister of Shlomi Ben Haim, our co-founder, Chief Executive Officer, Chairman and member of our board of directors. There are no other family relationships among any of our directors or executive officers.

Limitation on Other Board Service

In order to maintain good governance, our corporate governance guidelines provide that none of our directors should serve on the boards of directors of more than three public companies in addition to their service on our board of directors without the approval of our board of directors, and our CEO should not serve on more than two additional public company boards. The nominating and corporate governance committee monitors outside board service of our board members and reviews the status of such service periodically. All of our directors currently comply with this limitation.

Board Leadership Structure

Our board of directors has adopted corporate governance guidelines. Under these guidelines, it is our policy that the positions of chairman of our board of directors and Chief Executive Officer may be held by the same person (subject to approval by our shareholders pursuant to the Israeli Companies Law). Under such circumstances, the guidelines also provide that our board of directors shall designate an independent director to serve as lead independent director who shall, among other things, discuss the agenda for board meetings with the chairman and approve such agenda, and chair executive sessions of the independent directors. Mr. Ben Haim is currently chairman of our board of directors and also serves as CEO. Our board has designated Mr. Sela as our lead independent director.

Mr. Sela, as lead independent director, is also responsible for calling separate meetings of the independent directors, determining the agenda and serving as chair of meetings of independent directors, reporting to the chairperson of our board of directors regarding feedback from executive sessions, serving as spokesperson for the company as requested, and performing such other responsibilities as may be designated by a majority of the independent directors from time to time.

Role of Board in Risk Oversight Process

Risk is inherent with every business, and we face a number of risks, including strategic, financial, business and operational, legal and compliance, and reputational. We have designed and implemented processes to manage risk in our business. Management is responsible for the day-to-day management of risks the company faces, while our board of directors, as a whole and assisted by its committees, has responsibility for the oversight of risk management.

Our board of directors believes its current structure serves as a flexible framework within which our board of directors and its committees operate, subject to the requirements of applicable law and regulations. Under our corporate governance guidelines, it is our policy that the positions of chairman of our board of directors and Chief Executive Officer may be held by the same person (subject to approval by our shareholders pursuant to the Israeli Companies Law). Under such circumstances, the guidelines also provide that our board of directors will designate an independent director to serve as lead independent director who will, among other things, discuss the agenda for board meetings with the chairman and approve such agenda, and chair executive sessions of the independent directors. Our board has designated Mr. Sela as our lead independent director.

Board Meetings

During our fiscal year ended December 31, 2025, our board of directors held six (6) meetings (including regularly scheduled and special meetings), and each director attended at least 75% of the aggregate of (i) the total number of meetings of our board of directors held during the period for which he or she has been a director and (ii) the total number of meetings held by all committees of our board of directors on which he or she served during the periods that he or she served. We do not have a formal policy regarding attendance by members of our board of directors at annual general meetings of shareholders, but we strongly encourage our directors to attend. All nine of our then-active directors attended our 2025 annual meeting of shareholders.

Our board of directors has established standing committees as described below.

Committees of the Board

Our board of directors has established an audit committee (including a cybersecurity subcommittee), a compensation committee, and a nominating and corporate governance committee. The composition and responsibilities of each committee are described below. Also, from time to time, the board may identify a special committee to manage certain discrete subject areas as needed. Members serve on these committees until their resignations or until otherwise determined by our board of directors.

Only independent directors under Nasdaq listing standards and the applicable rules and regulations of the SEC serve on our committees. In support of good governance practices, the board of directors periodically reviews the composition of its standing committees and rotates assignments in order to best utilize the skills of our current board members. The committees were last reconstituted on March 20, 2025. The current membership of the committees is as follows:

C= Chair M = Member # = Audit Committee Financial Expert * = Lead independent director

Our board of directors has adopted written charters for each of these committees, and copies of the charters are available on our website in the corporate governance section of our investor relations webpage at investors.jfrog.com. Each of the committee charters is reviewed annually by the respective committee, which may recommend appropriate changes for approval by our board of directors. The cybersecurity subcommittee's responsibilities are documented in the audit committee charter. None of the material on our website is part of this proxy statement or is incorporated by reference herein.

Differences in Corporate Governance Practices

As a Nasdaq-listed company, JFrog complies with applicable SEC regulations and Nasdaq listing rules. However, because we are incorporated under the Israeli Companies Law, our governance framework differs from the Delaware corporate model familiar to many investors. Notably, Israeli Companies Law grants shareholders greater authority, specifically by making votes on our CEO's and CTO's compensation binding rather than advisory, which is why Proposals 5 and 6 submit these executives' 2026 compensation arrangements to shareholders for approval, in addition to the SEC's advisory, nonbinding "Say on Pay" vote regarding our 2025 compensation program included as Proposal 4 in this proxy statement.

The table below highlights key differences between our governance practices as an Israeli company and the standard practices of Delaware corporations listed on Nasdaq. Note: The Delaware comparison is illustrative and based on statutory default provisions.

* “Executive Officer” means the president, any vice president in charge of a principal business unit, division or function (such as sales, administration or finance), any other officer who performs a policy making function, or any other person who performs similar policy making functions for the company. Executive officers of subsidiaries may be deemed executive officers of the company if they perform such policy making functions for the company.

Executive Sessions of Non-Employee Directors

To encourage and enhance communication among non-employee directors, and as required under applicable Nasdaq rules, our corporate governance guidelines provide that the non-employee directors will meet in executive sessions without management directors or management present on a periodic basis, but no less than two times per year. In addition, if any of our non-employee directors are not independent directors, then our independent directors will also meet in executive session on a periodic basis, but no less than two times per year.

Compensation Committee Interlocks and Insider Participation

During 2025, none of the members of our compensation committee was an officer or employee of our company. None of our executive officers currently serves, or in the past year has served, as a member of our board of directors or compensation committee of any entity that has one or more executive officers serving on our board of directors or compensation committee.

Considerations in Evaluating Director Nominees

In its evaluation of director candidates, including the members of our board of directors eligible for re-election, our nominating and corporate governance committee considers the current composition, organization and governance of our board of directors, the needs of our board and its respective committees, and the desired board qualifications, expertise and characteristics, such as character, professional ethics and integrity, judgment, business acumen, proven achievement and competence in one’s field, the ability to exercise sound business judgment, tenure on our board and skills that are complementary to our board of directors, an understanding of the company’s business, an understanding of the responsibilities that are required of a member of our board of directors, and other time commitments, as well as other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on the board.

Consistent with criteria approved by our board of directors and the qualification requirements set forth under the Israeli Companies Law, our nominating and corporate governance committee evaluates each individual in the context of the membership of our board of directors as a group, with the objective of having a group that can best perpetuate the success of the business and represent shareholder interests through the exercise of sound judgment using its diversity of viewpoints and experience. Each director should be an individual of high character and integrity. Our board of directors annually evaluates the performance of our board of directors and its committees. In determining whether to recommend a director

for re-election, our nominating and corporate governance committee also considers the director’s participation in and contributions to the activities of our board of directors and the company, the director’s other time commitments, and other qualifications and characteristics determined by our board of directors.

After completing their review and evaluation of director candidates, in accordance with Nasdaq rules and the Israeli Companies Law, our nominating and corporate governance committee will recommend a director nominee for selection by our board of directors. Our board of directors has the final authority in determining the selection of director candidates for nomination to our board of directors.

Shareholder Recommendations for Nominations to Our Board of Directors

Shareholders may propose agenda items, including director nominations, for consideration by our nominating and corporate governance committee to be presented at a general meeting. Under the Israeli Companies Law, shareholders holding at least 1% of the voting rights at the general meeting of shareholders may request to add an item to the agenda within seven days of our meeting notice. However, under the Israeli Companies Law, because our shares are traded on Nasdaq, a higher threshold applies to board composition. Under the Israeli Companies Law, proposals to appoint or remove a director may only be submitted by shareholders holding at least 5% of the voting rights at the general meeting of shareholders

In addition, shareholder proposals may be submitted for inclusion in a proxy statement pursuant to Rule 14a-8 and Rule 14a-19 under the Exchange Act.

The deadline for submission of shareholder proposals for inclusion in our proxy materials for the 2027 annual general meeting of shareholders is December 8, 2026. In addition, Rule 14a-8 proposals must otherwise comply with the requirements of the rule.

Any nomination should be sent in writing to JFrog Ltd., 270 E. Caribbean Drive, Sunnyvale, CA 94089, Attn: Chief Legal Officer.

Communications with our Board of Directors

In cases where shareholders wish to communicate directly with our non-employee directors, messages can be sent to our Chairman of the board at JFrog Ltd., 270 E. Caribbean Drive, Sunnyvale, CA 94089, with copies sent to our Chief Legal Officer and Chief Financial Officer at JFrog Ltd., 270 E. Caribbean Drive, Sunnyvale, CA 94089 or at [email protected]. Our Chief Legal Officer will, in consultation with appropriate directors as necessary, review incoming shareholder communications and decide whether a response to any shareholder or interested party communication is necessary.

This procedure does not apply to (i) communications to non-employee directors from our officers or directors who are shareholders, or (ii) shareholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act, which are discussed further in the Questions and Answers section below entitled “When are shareholder proposals due for our 2027 annual general meeting?”

Insider Trading Policy and Prohibitions on Hedging or Pledging of Securities

We have adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities by directors, officers, and employees, or our company itself, that are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and any listing standards that apply to us. Our insider trading policy allows

our officers and directors to adopt Exchange Act Rule 10b5-1 trading plans which provide for transactions in our securities under specific circumstances. For more information regarding Rule 10b5-1 trading plans, please see our Insider Trading Policy filed as Exhibit 19.1 to our Annual Report on Form 10-K, filed with the SEC on February 13, 2026.

Under our insider trading policy, our employees, including our executive officers, and the members of our board of directors, are prohibited from, directly or indirectly, among other things: