DEF 14A of JFrog Ltd, Apr 7, 2026

DEF 14A of JFrog Ltd

Filed Apr 7, 2026 · FY20250001193125-26-145562

Open on EDGAR

  1. Our board of directors recommends a vote “FOR” each item of business

    | PROPOSAL 2 | | | Approval of the Compensation of Our Non-Employee Directors | 27 | | Required Vote | 27 | | PROPOSAL 3 | | | Ratification of Appointment of Independent Registered Public Accounting Firm | 28 | | Fees Paid to the Independent Registered Public Accounting Firm | 28 | | Auditor Independence | 29 | | Audit and Non-Audit Services Pre-Approval Policy | 29 | | Required Vote | 29 | | Report of the Audit Committee | 30 | | PROPOSAL 4 | | | Advisory Vote to Approve Named Executive Officer Compensation | 31 | | Required Vote | 31 | | Executive Officers | 32 | | Executive Compensation | 34 | | Compensation Discussion and Analysis | 36 | | Report of the Compensation Committee of the Board of Directors | 57 | | Compensation Risk Assessment | 57 | | 2025 Summary Compensation Table | 58 | | Grants of Plan-Based Awards in 2025 | 59 | | Outstanding Equity Awards at Fiscal 2025 Year-End | 60 | | Option Exercises and Shares Vested in 2025 | 61 |

  2. ELECTION OF CLASS III DIRECTORS

    ELECTION OF CLASS III DIRECTORS Our board of directors is comprised of 10 directors, and is divided into three staggered classes of directors: three Class I directors, three Class II directors, and four Class III directors. At the Annual General Meeting, four Class III directors will be elected to our board of directors by the holders of our ordinary shares to succeed the same class whose term is then expiring. Each director’s term continues until the expiration of the term for which the director was elected or until the director’s successor is elected and qualified or until the director’s earlier death, resignation or removal.

  3. Nominees for Director

    Nominees for Director Our Class III directors, whose terms will expire at the Annual General Meeting, are Yoav Landman, Yossi Sela, Elisa Steele, and Luis Visoso. Our nominating and corporate governance committee recommended director nominees for selection by our board of directors, and our board of directors subsequently nominated Yoav Landman, Yossi Sela, Elisa Steele, and Luis Visoso for re-election as Class III directors. If elected, Mr. Landman, Mr. Sela, Ms. Steele, and Mr. Visoso will serve as Class III directors until the 2029 annual general meeting or until their respective successors are duly elected and qualified or until their earlier death, resignation or removal. For more information concerning the nominees, please see the section entitled “Board of Directors and Corporate Governance.” Mr. Landman, Mr. Sela, Ms. Steele, and Mr. Visoso have each agreed to serve as directors if elected, and management has no reason to believe that they will be unavailable to serve.

  4. External Directors

    External Directors JFrog is an Israeli company traded on Nasdaq, a U.S. stock exchange. While the Israeli Companies Law generally mandates the appointment of two external directors, we have opted out of this requirement under the Israeli Companies Regulations (Relief for Companies whose Securities are Listed for Trading on a Stock Exchange Outside Israel), 2000. This exemption is permitted because we do not have a controlling shareholder, our ordinary shares are traded on Nasdaq, and we adhere to U.S. independence standards for our board and committees. These concessions remain available as long as we continue to meet these criteria and trade on a U.S. exchange. The affirmative vote of the holders of a majority of the shares represented and voting at the Annual General Meeting in person or by proxy is required. Each director nominee shall be voted separately.

  5. External Directors

    | 4 2026 Proxy Statement | |

  6. Director Nominees for Election

    Director Nominees for Election

  7. Director Nominees for Election

    | Age: 54 Director Since: 2008 | Yoav Landman | | | | | | | | Qualifications and Experience: • Co-founder, Director, and Chief Technology Officer: One of our co-founders and has served as a member of our board of directors and as our Chief Technology Officer since April 2008. • Experience: From January 2002 to December 2008, was with AlphaCSP, a company implementing open source software, where he served as a member of technology management. • Qualified to serve on our board of directors because of the perspective and experience he brings as our co-founder and Chief Technology Officer. He is one of the most senior leaders in DevOps and DevSecOps, the creator of Artifactory, and a well-respected technology leader in the automated software delivery space. | | | | | | | | Key Competencies: | | | | | | | | | Cyber & Information Security Expertise | | Technology & Product Expertise | | Human Capital Management & Compensation Expertise |

  8. Director Nominees for Election

    | Age: 73 Director Since: 2012 | YoSSI SELA | | | | | | | | Qualifications and Experience: • Board of Directors and Lead Independent Director: Has served as a member of our board since May 2012 and lead independent director since January 2020. He has been a member of our audit committee since March 2025. • Experience: Has been with Gemini Israel Ventures, a venture capital fund, since January 1993, and Managing Partner since 1999 and as the Chairman of Bridges Israel, an impact investment fund, since March 2018. • Prior Public Board experience: Outbrain, Inc. (now Teads Holding Co. (NASDAQ: OB, now TEAD), June 2006-November 2021); Precise Software Inc. (NASDAQ: PRSE, from 1994-2002); Saifun Semiconductors (NASDAQ: SFUN, from 1997-2008). • Qualified to serve on our board of directors because of his expertise as an operator gained from his experience as a leader in the Israeli venture capital industry, where two areas of focus have been DevOps and cybersecurity. He has served on boards of both public and private companies and is familiar with global and Israeli companies. | | | | | | | | Key Competencies: | | | | | | | | | Public Company Board Experience | | Finance & Accounting Expertise | | Cyber & Information Security Expertise |

  9. Director Nominees for Election

    | | 2026 Proxy Statement 5 |

  10. Director Nominees for Election

    | Age: 59 Director Since: 2020 Other Public Company Boards: • Bumble Inc. (since 2020) NASDAQ: BMBL • NextDoor Holdings, Inc. (since 2024) NYSE: NXDR • Procore Technologies, Inc. (since 2020) NYSE: PCOR | Elisa Steele | | | | | | | | Qualifications and Experience: • Board of Directors: Has served as a member of our board of directors since March 2020 and as chair of our compensation committee since March 2025. She is also a member of our audit and nominating and corporate governance committees. • Experience: Served as Chief Executive Officer of Namely, a financial and human capital management software company, from August 2018 to July 2019. Prior to Namely, served as CEO and President of Jive Software, Inc. (NASDAQ: JIVE), a communication and collaboration software company, from February 2015 to July 2017 until its acquisition by Aurea Software. • Prior Public Board Experience: Director at various companies from 2020-2026. Amplitude (NASDAQ: AMPL, from April 2021-June 2025), Splunk (NASDAQ: SPLK, from September 2017-March 2024), Cornerstone OnDemand (NASADAQ: CSOD, from June 2018-June 2021). • Qualified to serve on our board of directors because of her knowledge and experience in the software industry, professional experience as an executive of various technology companies, and experience as a public company director. | | | | | | | | Key Competencies: | | | | | | | | | CEO Experience | | Go to Market Expertise | | Human Capital Management & Compensation Expertise |

  11. Director Nominees for Election

    | Age: 57 Director Since: 2024 | Luis felipe visoso | | | | | | | | Qualifications and Experience: • Board of Directors: Has served as a member of our board of directors and a member of our audit committee since July 2024. • Experience: CFO of SanDisk Corporation (NASDAQ: SNDK), a company that designs and manufactures flash memory storage solutions, since February 2025 following its separation from Western Digital Corporation (NASDAQ: WDC) where he previously served as CAO from August 2024. Prior to that, served as Chief Financial Officer of Unity Software, Inc. (NYSE: U), a cross-platform game engine, from April 2021 to August 2024, and served as CFO of Palo Alto Networks, Inc. (NASDAQ: PANW), a cybersecurity company, from July 2020 through March 2021. • Prior Public Board Experience: Unity Software (NYSE: U, from September 2020-April 2021), Splunk (NASDAQ: SPLK, from April 2022-March 2024). • Qualified to serve on our board of directors because of his extensive financial and global enterprise leadership experience in SaaS companies and prior board experience across the cybersecurity, cloud, and software industries. | | | | | | | | Key Competencies: | | | | | | | | | Governance, Risk and Compliance Experience | | Public Company Board Experience | | Finance & Accounting Expertise |

  12. Director Nominees for Election

    | 6 2026 Proxy Statement | |

  13. Continuing Directors

    Continuing Directors

  14. Class I Directors

    Class I Directors

  15. Class I Directors

    | Age: 56 Director Since: 2008 | shlomi ben haim | | | | | | | | Qualifications and Experience: • Co-founder, Chairman of the Board, and CEO: One of our co-founders and has served as a member of our board of directors and as our CEO since April 2008. • Experience: From June 2006 to June 2009, was CEO of AlphaCSP, a global company implementing open source software (acquired by MalamTeam Group). Served in the Israeli Air Force from October 1988 to October 2000 where he led several military units and reached the rank of Major. • Qualified to serve on our board of directors because he brings a rare combination of visionary leadership, deep industry experience, and proven execution that uniquely qualifies him to serve on our board of directors. | | | | | | | | Key Competencies: | | | | | | | | | CEO Experience | | Technology & Product Expertise | | Go to Market Expertise |

  16. Class I Directors

    | Age: 57 Director Since: 2022 Other Public Company Boards: · Arista Networks, Inc. (since 2022) NYSE: ANET · Braze, Inc. (since 2024) NASDAQ: NMS · Rubrik (since 2024) NYSE: RBRK | Yvonne wassenaar | | | | | | | | Qualifications and Experience: • Board of Directors: Has served as a member of our board of directors since September 2022 and as chair of our nominating and corporate governance committee and a member of our compensation committee since March 2025. • Experience: Served as CEO of Puppet, Inc., an information technology automation software company from January 2019 to May 2022. From June 2017 to September 2018, served as CEO of Airware, an enterprise drone solutions company. From August 2014 to May 2017, served in various roles at New Relic, Inc. (NYSE: NEWR), a public cloud-based observability platform company, most recently as CIO. • Prior Public Board Experience: Director at various companies from 2022-2026. Anaplan (NYSE: PLAN, from November 2019-June 2022); Forrester Research Inc. (NASDAQ: FORR, from June 2017-May 2025). • Qualified to serve on our board because of her knowledge and experience in the software industry, professional experience as an executive of various technology companies, and experience as a public company director. | | | | | | | | Key Competencies: | | | | | | | | | CEO Experience | | Governance, Risk and Compliance Experience | | Human Capital Management & Compensation Expertise |

  17. Class I Directors

    | | 2026 Proxy Statement 7 |

  18. Class I Directors

    | Age: 62 Director Since: 2025 Other Public Company Boards: · ADT Inc. (since 2021) NYSE: ADT · GoDaddy, Inc. (since 2023) NYSE: GDDY | sigal zarmi | | | | | | | | Qualifications and Experience: • Board of Directors: Has served as a member of our board of directors and a member of our audit and nominating and corporate governance committees since November 2025. • Experience: Senior Advisor at the Boston Consulting Group, a management consulting group, since August 2021. From August 2023 to February 2024, served as Interim CIO of Staples, Inc., an office retail company, after serving as International CIO and Global Head of Transformation for Morgan Stanley (NYSE: MS), a multinational investment bank and financial services company, from October of 2018 to July of 2021. Previously served as the Vice Chairman and Global CIO of PWC, and CIO of GE Capital, Americas. • Prior Public Board Experience: HashiCorp (NASDAQ: HCP, from June 2021-February 2025). • Qualified to serve on our board of directors due to her vast experience serving on public company boards, combined with her distinguished track record as Chief Information Officer and senior technology executive at multiple, world-leading enterprises. | | | | | | | | Key Competencies: | | | | | | | | | Governance, Risk and Compliance Experience | | Cyber & Information Security Expertise | | Technology & Product Expertise |

  19. Class II Directors

    Class II Directors

  20. Class II Directors

    | Age: 54 Director Since: 2008 | frederic simon | | | | | | | | Qualifications and Experience: • Co-founder and Director: One of our co-founders and has served as a member of our board of directors since April 2008. • Experience: Served as our Chief Architect from April 2008 to August 2013, Chief Presale Engineer from August 2013 to July 2018, and as Chief Data Scientist from January 2019 through June 2024. Has served as a consultant to the company since June 2024. Prior to JFrog, co-founded AlphaCSP, Inc., a software applications company, where he was global CTO from September 1998 to September 2000 and main consultant for the Israel branch from October 2000 to July 2008. • Qualified to serve on our board of directors because of his deep expertise in scaling global technology organizations, his perspective and experience as a co-founder, and his knowledge of our industry. | | | | | | | | Key Competencies: | | | | | | | | | Technology & Product Expertise | | Go to Market Expertise | | Cyber & Information Security Expertise |

  21. Class II Directors

    | 8 2026 Proxy Statement | |

  22. Class II Directors

    | Age: 52 Director Since: 2016 | andy vitus | | | | | | | | Qualifications and Experience: • Board of Directors: Has served as a member of our board of directors since January 2016 and as a member of our compensation committee since March 2025. • Experience: Joined Scale Venture Partners, a venture capital fund, in January 2003, and has served as a Partner of the firm since April 2010. • Qualified to serve on our board of directors because of his business expertise gained from his experience in the venture capital industry where his focus areas are AI, DevOps and cybersecurity. As a venture capitalist, Andy brings a unique combination of senior venture capital leadership and strong engineering expertise across DevOps, security, and AI, with extensive board experience. | | | | | | | | Key Competencies: | | | | | | | | | Cyber & Information Security Expertise | | Technology & Product Expertise | | Go to Market Expertise |

  23. Class II Directors

    | Age: 77 Director Since: 2020 Other Public Company Boards: · ON24 Inc. (since 2020) NYSE: ONTF | barry zwarenstein | | | | | | | | Qualifications and Experience: • Board of Directors: Has served as a member of our board of directors since January 2020 and as chair of our audit committee since 2020. • Experience: Served as CFO of Five9, Inc. (NASDAQ; FIVN), a provider of cloud software for contact centers, from January 2012 through March 2025, and as Interim CEO from December 2017 to May 2018. Served as SVP and CFO of SMART Modular Technologies, Inc. (NASDAQ: SMOD), a designer, manufacturer and supplier of electronic subsystems to original equipment manufacturers acquired by Silver Lake Partners in August 2011. • Qualified to serve on our board of directors because of his corporate finance and business expertise and experience as a public company director. | | | | | | | | Key Competencies: | | | | | | | | | Governance, Risk and Compliance Experience | | Public Company Board Experience | | Finance & Accounting Expertise |

  24. Class II Directors

    | | 2026 Proxy Statement 9 |

  25. Differences in Corporate Governance Practices

    | | JFrog, as an Israeli company listed on Nasdaq | Delaware companies listed on Nasdaq | | Changes to Non-employee Director Compensation | Compensation for non-employee directors must be approved by shareholders. If the proposed compensation is in line with the company's Compensation Policy, approval requires a simple majority. If the proposed compensation is not in line with the company's policy, approval requires a special majority. | Changes to director compensation are generally approved by the board or compensation committee and are not required to be approved by shareholders. | | Named Executive Officers Compensation Disclosure | The Israeli Companies Law requires disclosure of the compensation of the top five most highly compensated officers. The company complies with the SEC’s disclosure rules regarding its Named Executive Officers (defined in the next column) but also provides narrative information about a fifth individual following the Summary Compensation Table in this proxy statement as required by the Israeli Companies Law. | For companies that are not emerging growth companies or smaller reporting companies, SEC rules generally require disclosure of the compensation of the principal executive officer, principal financial officer and the three most highly compensated “executive officers” other than the principal executive officer and principal financial officer (“Named Executive Officers”).* The company has designated four executive officers, each of whom appears as a Named Executive Officer in the Summary Compensation Table and additional supporting compensation tables in this proxy statement. | | Shareholder Approval of Combined Chairman/CEO Roles | Approval by a special majority is required every three years. | Shareholder approval is not required. | | Director Independence Considerations | The company is exempt from the board committee and independence requirements under the Israeli Companies Law because it follows Nasdaq requirements and has no controlling shareholder. | Generally, a majority of the directors must be independent under Nasdaq listing rules. There is no requirement under Delaware law or SEC rules that a majority of the board be independent. | | Committee Independence Considerations | The company is exempt from the board committee and independence requirements under the Israeli Companies Law because it follows Nasdaq requirements and has no controlling shareholder. | Members of the audit and compensation committees must be independent and are generally subject to heightened independence standards under Nasdaq listing rules. |

  26. Considerations in Evaluating Director Nominees

    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

  27. Considerations in Evaluating Director Nominees

    | 20 2026 Proxy Statement | |

  28. Considerations in Evaluating Director Nominees

    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.

  29. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    COMPENSATION OF NON-EMPLOYEE DIRECTORS

  30. Non-Employee Director Compensation Program

    Non-Employee Director Compensation Program Pursuant to our non-employee director compensation program, each non-employee director is eligible to receive compensation consisting of cash retainers and equity awards for his or her service. Shlomi Ben Haim and Yoav Landman are employee directors and are not compensated for their service on the board of directors. Our board of directors or our compensation committee has the discretion to amend, suspend, or terminate the non-employee director compensation program as it deems necessary or appropriate, subject to shareholder approval, the terms of our Compensation Policy for Executive Officers and Directors (the "2025 Compensation Policy"), and the Israeli Companies Law.

  31. Non-Employee Director Compensation in 2026

    Non-Employee Director Compensation in 2026 In February 2026, the compensation committee and the nominating and corporate governance committee of the board of directors reviewed the equity compensation provided to non-employee directors as described above. Following that review, both committees determined that, given the substantial additional time and attention required by the board committee chairs and our lead independent director to attend to JFrog matters, it would be in the best interests of the company and our shareholders to consider an increase in the annual amount of equity compensation provided to the board committee chairs and lead independent director. The compensation committee and the nominating and corporate governance committee then approved a $50,000 annual increase in value of RSUs to the chairs of our audit committee, compensation committee, and nominating and corporate governance committee, and to our lead independent director, based on benchmarks. The proposed increase is subject to shareholder approval under the Israeli Companies Law, as further described in Proposal 2 in this proxy statement.

  32. Non-Employee Director Compensation in 2026

    | | 2026 Proxy Statement 25 |

  33. Director Compensation Table

    Director Compensation Table The following table provides information regarding compensation of our non-employee directors for service as directors for the year ended December 31, 2025. Each non-employee director’s reasonable, customary, and properly documented travel expenses to attend board meetings is reimbursed by the company.

  34. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | All Other Compensation ($) | Total ($) | | JESSICA NEAL(2) | 17,715 | - | - | 17,715 | | YOSSI SELA | 60,000 | 233,119 | - | 293,119 | | FREDERIC SIMON(3) | 35,000 | 233,119 | 81,456 | 349,575 | | ELISA STEELE | 61,476 | 233,119 | - | 294,595 | | LUIS VISOSO | 45,000 | 233,119 | - | 278,119 | | ANDY VITUS | 43,049 | 233,119 | - | 276,168 | | YVONNE WASSENAAR | 48,415 | 233,119 | - | 281,534 | | SIGAL ZARMI(4) | 8,122 | 346,841 | - | 354,963 | | BARRY ZWARENSTEIN | 55,000 | 233,119 | - | 288,119 |

  35. Director Compensation Table

    (1) Amounts represent the grant date fair value of such awards, calculated based on the closing price of our ordinary shares on the applicable date of grant in accordance with the provisions of Accounting Standards Codification (“ASC”) Topic 718. (2) Ms. Neal left the board committees effective March 20, 2025 and the board of directors effective May 30, 2025. (3) Mr. Simon also serves as a consultant to the company. Amount reported in the "All Other Compensation" column consists of consulting fees paid in 2025. (4) Ms. Zarmi joined the board of directors effective November 1, 2025. The following table lists all outstanding equity awards held by our non-employee directors as of December 31, 2025.

  36. Director Compensation Table

    | Name | Option Awards (#)(1) | Stock Awards (#) | | YOSSI SELA | - | 2,735(2) | | FREDERIC SIMON | - | 45,816(3) | | ELISA STEELE | 50,000 | 2,735(2) | | LUIS VISOSO | - | 8,334(4) | | ANDY VITUS | - | 2,735(2) | | YVONNE WASSENAAR | - | 2,735(2) | | SIGAL ZARMI | - | 7,305(5) | | BARRY ZWARENSTEIN | 43,750 | 2,735(2) |

  37. Director Compensation Table

    (1) The share options are fully vested and exercisable. (2) The RSUs vest in two equal installments on each of February 21 and May 21, 2026, in each case subject to the director continuing to be a service provider to the company through the applicable vesting date. (3) Certain of the share awards were granted to Mr. Simon prior to June 4, 2024 while he was our employee. The share awards consist of (i) RSUs representing 10,345 ordinary shares, which vest in two equal installments on each of March 1, and June 1, 2026; and (ii) RSUs representing 32,736 ordinary shares, which vest in six equal quarterly installments beginning March 1, 2026. Mr. Simon was also granted RSUs as part of his board compensation of which 2,735 RSUs vest in two equal installments on each of February 21 and May 21, 2026, provided Mr. Simon remains a service provider to the company through each applicable vesting date. (4) 5,599 of the RSUs vest in 7 equal quarterly installments beginning January 23, 2026, and 2,735 of the RSUs vest in two equal installments on each of February 21 and May 21, 2026, in each case subject to Mr. Visoso continuing to be a service provider to the company through the applicable vesting date. The RSUs vest as to 1/12th of the shares per each three-month period following November 1, 2025, the vesting commencement date, provided Ms, Zarmi remains a service provider to the company through each applicable vesting date.

  38. Director Compensation Table

    | 26 2026 Proxy Statement | |

  39. APPROVAL OF THE COMPENSATION OF OUR NON-EMPLOYEE DIRECTORS

    APPROVAL OF THE COMPENSATION OF OUR NON-EMPLOYEE DIRECTORS Under the Israeli Companies Law, director compensation requires shareholder approval. Our compensation program for non-employee directors currently in effect provides for both cash and equity compensation. Please see “Compensation of Non-Employee Directors” above for more information. We are asking shareholders to approve an amendment of the Non-Employee Director Compensation Program to increase the value of the annual equity grant to certain non-employee directors. The current non-employee director equity compensation program provides for (i) an initial grant for new directors of RSUs with a value of $350,000 which vest in equal quarterly installments over a four-year period, and (ii) an annual equity award of RSUs with a value of $200,000 which vest quarterly over one year, with each such grant subject to such director’s continued service through each vesting date. In February 2026, the compensation committee and the nominating and corporate governance committee of the board of directors reviewed the equity compensation provided to non-employee directors as described above. Following that review, both committees determined that, given the substantial additional time and attention required by the board committee chairs and our lead independent director to attend to JFrog matters, it would be in the best interests of the company and our shareholders to consider an increase in the annual amount of equity compensation provided to the board committee chairs and lead independent director. The compensation committee and the nominating and corporate governance committee then approved a $50,000 annual increase in value of RSUs to the chairs of our audit committee, compensation committee, and nominating and corporate governance committee, and to our lead independent director, and subsequently recommended to the board of directors, which then approved, the annual equity grant increase from $200,000 to $250,000 per year for those positions. This increase is subject to shareholder approval under the Israeli Companies Law. These increases are consistent with the financial limits set in the 2025 Compensation Policy currently in effect. In the event this Proposal 2 is not approved, the increase in the value of the annual equity grant will not occur.

  40. Responding to 2025 Compensation-Related Votes

    Responding to 2025 Compensation-Related Votes Our compensation committee and board value our shareholders’ perspectives and undertook a comprehensive engagement effort following our 2025 annual meeting – outlined in Shareholder Engagement in the Corporate Governance section of this proxy statement. The board proactively solicited the views of shareholders who voted both 'for' and 'against' our 2025 compensation-related proposals. In Spring 2025, in connection with our annual meeting, we conducted outreach to 19 of our top 35 shareholders holding 41% of our outstanding shares. We held meetings with 4 of these shareholders holding 7% of our outstanding shares. In Fall 2025, we conducted additional outreach to 15 of our top 25 shareholders holding 38% of our outstanding shares. We held meetings with 8 of these shareholders holding 19% of our outstanding shares. Led by our new compensation committee Chair, directors participated in 100% of meetings held. These conversations provided critical guidance to our refreshed committee as it developed its response to the approximately 60% level of support for our 2025 compensation-related proposals. Investors we spoke with consistently identified the one-year performance period of our performance-based share units ("PSUs") as a primary concern and encouraged a structure with a stronger long-term orientation. With this feedback in mind, we redesigned our long-term incentive structure for 2026 to eliminate one-year performance metrics and to improve our program’s alignment with long-term value creation. Detail regarding the feedback we received from multiple shareholders that informed our thinking and perspective for this redesign is outlined in the table below.

  41. Responding to 2025 Compensation-Related Votes

    | Key Themes Across Our 2025 Engagements with Shareholders | | | What we heard regarding our long-term incentives | Our response and perspective | | Shareholders were critical of the one-year performance period underpinning our PSUs. | While each shareholder shared a unique perspective, across our conversations we heard consistently that our long-term incentive design needed to change to motivate and reward performance over a longer time horizon. The committee also took note of shareholders’ preference for responsive (as opposed to binary) pay outcomes, evolving and varied views regarding equity vehicle mix, as well as the relatively small size of the rTSR comparator group used for our PSUs. The committee considered this feedback in light of our pay objectives and the complexities of our business and industry. These complexities, including but not limited to: • the high growth, dynamic nature of our business • fast-paced innovation cycles • the rapid evolution of our software supply chain platform, and • geo-political considerations relative to our multi-jurisdictional operating structure continue to make multi-year goal-setting highly uncertain at best and render performance measurement against a broader industry group or index less meaningful. Following a thorough, months-long review of various alternatives relative to the feedback received and the complexities outlined, the committee determined to evolve our long-term incentive structure to remove PSUs. Beginning in 2026, long-term equity incentives will consist solely of restricted share units ("RSUs") that vest ratably over an extended period of a five-year time horizon. This approach prioritizes simple, direct and durable alignment between executives' pay and shareholder experience over a long-term horizon. This design also better aligns with Israeli market norms. | | Shareholders generally preferred a structure that provided for responsive pay outcomes relative to performance, as opposed to the binary structure our PSUs utilized. | | | Some shareholders noted that PSUs do not necessarily provide better pay and performance alignment, while others encouraged us to increase the PSU weighting of our long-term incentive program if we also could extend the performance period to at least three years. | | | Some shareholders questioned our use of TSR performance relative to our compensation peer group as the metric for our PSUs (as opposed to a broader industry group or index). Shareholder views regarding performance metrics were otherwise highly varied, such that no consensus preference existed for any category or type of metric. | | | Other executive compensation feedback | Our response and perspective | | Shareholders generally understood the competitively sensitive nature of our net new annual recurring revenue ("NNARR") annual incentive goals. Nevertheless, some encouraged us to enhance our disclosure regarding our decision-making and goal-setting processes. | The committee appreciated shareholders’ desire for increased transparency, and accordingly we have included additional disclosure regarding our rationale for selecting NNARR as our annual incentive metric as well as how the committee satisfied itself that our goals were appropriately challenging. Consistent with shareholders’ desire for responsive pay outcomes, we maintained the sliding scale structure of our annual incentive goals, which provides for pay outcomes |

  42. Responding to 2025 Compensation-Related Votes

    | | ranging from 0% to 200% of target based on performance. | | Some shareholders questioned the mid-year adjustment to our 2024 NNARR goal. | Shareholders understood our explanation that unforeseeable changes in the macroenvironment following establishment of our 2024 NNARR goals extended the timeline for customer purchasing decisions, in turn modifying our annual projections. As revised, the committee continued to view the goal as challenging, and capped potential payouts at 100% of target unless the original (unmodified) target was exceeded to avoid any compensation windfalls. The committee continues to believe that modifications should be made only in the event of unforeseen or extraordinary circumstances, and no such modifications were made during 2025. | | A minority of investors questioned the increase in our CEO’s pay quantum for 2025, while in some cases acknowledging that it nonetheless remained low relative to peers. | In determining our CEO’s pay, the committee undertakes a rigorous, independent review that considers our motivational and retention objectives as well as the competitive market for talent. The total target value of our CEO’s 2025 equity award remained flat relative to 2024, and while his cash compensation increased modestly, it remained well centered within our peer group, as did his target total direct compensation. It is important to note that the amount of our CEO's equity award reported in our Summary Compensation Table is higher than the target value approved by the committee due to timing considerations associated with the shareholder approval requirement applicable to our CEO’s and CTO's compensation under Israeli Companies Law. While the committee and board approved 2025 equity awards for all executives, including our CEO, in February 2025, the grant to our CEO could not be made effective unless it was approved by shareholders on May 20, 2025. During this period between the Board approval and when the grant was effective, our share price increased by nearly $10, resulting in the greater accounting value of our CEO's equity compensation reported in the Summary Compensation Table. | | Shareholders supported adoption of stock ownership guidelines. | We introduced and adopted stock ownership guidelines to reinforce our program’s focus on long-term alignment of management and shareholder interests. |

  43. 2026 Long-Term Incentive Program Changes

    2026 Long-Term Incentive Program Changes Beginning in 2026, we are eliminating one-year performance on executives’ long-term incentive pay outcomes. Long-term incentives now consist solely of RSUs that vest ratably over a five-year time horizon, extending the time horizon for our long-term incentives that was measured in our prior PSU structure. Going forward, one-year performance measures will be used solely in our annual incentive program, which scales pay outcomes upwards or downwards relative to our performance against challenging financial objectives. These changes are incorporated in the compensation packages for our CEO and CTO presented for shareholder approval in Proposals 5 and 6 of this proxy statement.

  44. 2025 LTI Design - CEO(1)

    2025 LTI Design - CEO(1)

  45. 2025 LTI Design - CEO(1)

    | PSUS | | 56% Percentage of shares at risk or earned based on 1-year performance(1) | | RSUS | | |

  46. 2025 LTI Design - CEO(1)

    (1) PSU and RSU weighting reflects the CEO's 2025 equity vehicle mix; shares at risk or earned based on one-year performance Includes all PSUs (42% of award at target) and percentage of RSUs vested after 1 year (14.6%), rounded to the nearest percentage. 2025 equity vehicle mix for other NEOs at target was 20% PSUs and 80% RSUs. (2) 25% of PSUs cliff vest when earned, with ratable quarterly vesting over the following three years. 25% of RSUs granted cliff vest after year 1, with ratable quarterly vesting thresholds.

  47. 2026 LTI Design - CEO + NEOs

    2026 LTI Design - CEO + NEOs

  48. 2026 LTI Design - CEO + NEOs

    | RSUS | |

  49. 2026 LTI Design - CEO + NEOs

    | | 2026 Proxy Statement 39 |

  50. Compensation Elements

    Compensation Elements Our executive compensation program consists principally of base salary, annual cash incentive awards and long-term incentive compensation in the form of equity awards. Each component supports our talent attraction, retention, and motivation goals, and collectively they ensure that we balance our talent attraction and retention objective to maintain a stable executive team with the right skills and experience to lead the business. Our short- and long-term incentives meet our motivation and pay-performance alignment objectives through variable and performance-linked pay opportunities.

  51. Compensation Elements

    | Element(1) | Rationale | Key Characteristics/Metrics | | Base Salary - CASH (fixed) CEO OTHER NEOS | Provides a specified level of consistent compensation throughout the year with the expectation that the recipient will perform his/her responsibilities to the best of his/her ability and our best interests | · Established upon arm’s length negotiation at the time of hire considering position, qualifications, experience and internal pay equity; reviewed annually thereafter | | Annual Incentive Awards - Cash (variable) CEO OTHER NEOS | Designed to motivate executives to achieve key annual performance goals, with performance and payout levels that require stretching performance relative to our annual operating plan to achieve target goals To earn any payout, performance must exceed a threshold of 0% of plan, with a maximum payout opportunity of 200% for performance at or above target | · Determined based on fiscal 2025 NNARR and operating margin performance · NNARR selected due to its significance to our ability to achieve our growth plans and drive long-term shareholder value · Operating margin drives operational efficiency · Payout can range from 0% to 200% of target | | Long-Term Incentive Awards - EQUITY (VARIABLE) CEO OTHER NEOS | Designed to motivate and reward executives for performance that delivers shareholder value creation, aligning pay outcomes with shareholder experience Multi-year vesting furthers shareholder alignment and helps us retain our NEOs in a highly competitive market | PSUs · Fiscal year 2025 grants tied to JFrog’s 2025 TSR performance relative to compensation peers · Achievement is binary based on one-year rTSR performance; payout is 0% for performance at or below peer median, and 100% for performance above the median RSUs · Four years: 25% vests after one year, with the remainder vesting ratably quarterly over the subsequent three years |

  52. Annual Cash Incentives

    Annual Cash Incentives Our 2025 Compensation Policy enables our compensation committee and board of directors to provide cash incentive awards to selected employees, including our Named Executive Officers, based upon our actual achievement as measured against performance metrics established by the compensation committee and approved by the board.

  53. Target Annual Cash Incentive Award Opportunities

    Target Annual Cash Incentive Award Opportunities In February 2025, our compensation committee and board of directors determined target cash bonus opportunities for each of our NEOs as a percentage of their respective base salaries as follows, with amounts for Mr. Ben Haim and Mr. Landman contingent on shareholder approval at our 2025 annual meeting:

  54. Target Annual Cash Incentive Award Opportunities

    | Named Executive Officer | Annual Base Salary for 2024 ($) | Annual Base Salary for 2025 ($) | Target Bonus Opportunity for 2024 (% of base salary) | Target Bonus Opportunity for 2025 (% of base salary) | Target Bonus Opportunity for 2024(1) ($) | Target Bonus Opportunity for 2025(1) ($) | % Increase in Target Bonus Opportunity from 2024 to 2025 (% of base salary) | | SHLOMI BEN HAIM | 600,000 | 625,000 | 100% | 100% | 600,000 | 625,000 | 0% | | EDUARD GRABSCHEID | 450,000 | 500,000 | 50% | 60% | 225,000 | 300,000 | 20% | | YOAV LANDMAN(2) | 402,029 | 423,188 | 60% | 60% | 241,217 | 253,913 | 0% | | TALI NOTMAN | 500,000 | 525,000 | 100% | 100% | 500,000 | 525,000 | 0% |

  55. Target Annual Cash Incentive Award Opportunities

    (1) Reflects annualized values based on salaries and target opportunities approved in fiscal 2025. Summary Compensation Table amounts actually paid were prorated to the effective date of the increase in each NEO’s base salary and target bonus opportunity, if any, in 2025. Salary adjustments, if any, were effective March 1 for 2025 and April 1 for 2024. (2) Mr. Landman’s base salary (inclusive of his travel allowance) is paid as a fixed amount in NIS. For comparative purposes, his base salary for 2025 and 2024 was converted into USD at an exchange rate of 3.45 NIS for each 1.000 USD, which was the average exchange rate in effect for fiscal year 2025. For all NEOs other than Mr. Grabscheid, the compensation committee considered the factors outlined in “Compensation Setting Process – Setting Target Total Direct Compensation” below and determined that target annual cash incentive award opportunities consistent with fiscal 2024 levels continued to be appropriate. The compensation committee and board of directors increased Mr. Grabscheid’s target annual cash incentive award opportunity after considering his strong

  56. Target Annual Cash Incentive Award Opportunities

    | | 2026 Proxy Statement 43 |

  57. Target Annual Cash Incentive Award Opportunities

    performance during his first year in his role as CFO, as outlined above, and to better align his target total cash pay opportunity relative to peers. In accordance with Israeli Companies Law and our 2025 Compensation Policy, our shareholders approved the target annual cash incentive award opportunities of Mr. Ben Haim and Mr. Landman at our May 2025 annual meeting of shareholders.

  58. Corporate Performance Metrics

    Corporate Performance Metrics In the committee’s view, our most senior executives have the greatest responsibility for JFrog’s performance, and therefore the committee determined that their target annual cash bonus opportunities should be based 100% on corporate financial performance. Our 2025 Bonus Plan used Net New Annual Recurring Revenue ("NNARR") as the primary performance metric, measured quarterly and annually (see Appendix B for a description of this operating metric). For 2025, we also added annual Operating Margin performance. The compensation committee and board of directors determined this allocation appropriately balances top-and bottom-line metrics as we continue to grow our business. Each NEO has the opportunity to earn between 0% and 200% of their respective target opportunity based on our performance measured against the metrics as follows:

  59. Corporate Performance Metrics

    | Quarterly Performance Component (75% weighting) | | | Performance Metric | Description | | NNARR | NNARR is the primary indicator of our growth trajectory and sales execution, and an ultimate driver of shareholder value creation. Investors look to NNARR as a measure of our success at selling our software solutions, innovating and performing against our competitors. Accordingly, the committee heavily weighted NNARR quarterly and annual performance under our Bonus Plan. It believes that quarterly performance targets are aligned with our business cycle and more rapidly motivates achievement of our growth objectives than annual only targets. While NNARR is a key indicator of our pipeline, we do not publicly disclose NNARR targets or results because we believe disclosure of this information would result in competitive harm. At the beginning of the performance period, the compensation committee established quarterly and annual NNARR targets relative to our annual operating plan and considered our annual business cycle in establishing the quarterly targets. In doing so, the committee believed that achievement of target performance would require a challenging level of execution and effort by our NEOs, and that achievement was uncertain, but attainable in the event of strong performance. For each quarter, achievement at 100% of target results in payout at 100%, with linear interpolation downwards as low as 0% and upwards subject to a maximum of 200% of target. | | Annual Performance Component (25% weighting) | | | NNARR (weighted 60%) | For the reasons detailed above, the committee also established a challenging annual NNARR performance target relative to our operating plan. Achievement at 100% of target results in payout at 100%, with linear interpolation downwards as low as 0% and upwards subject to a maximum of 200% of target. | | Operating Margin (weighted 40%) | Operating margin is a strong indicator of our profitability. Accordingly, the compensation committee added operating margin as an annual performance measure for 2025 to drive operational efficiency. The committee elected to measure only annual operating margin performance because, unlike NNARR, quarterly operating margin performance targets do not better incentivize our operating objectives. We do not disclose our operating margin targets as doing so would result in competitive harm. The committee established our annual performance target relative to our annual operating plan, and believed that achievement of target performance would require a challenging level of operational efficiency for the year. |

  60. Corporate Performance Metrics

    | 44 2026 Proxy Statement | |

  61. 2025 Performance Results and Payouts

    2025 Performance Results and Payouts Following year end, our compensation committee assessed our performance against our 2025 Bonus Plan and approved the results and actual amounts earned as reflected in the charts and table below. Based on combined NNARR and Operating Margin achievement as detailed above, overall fiscal 2025 bonuses were earned at 147.2% of target, resulting in payouts for each NEO as reflected in the table below:

  62. 2025 Performance Results and Payouts

    | Named Executive Officer | Fiscal Year 2025 Bonus Plan Payout | | Shlomi Ben Haim | $913,581 | | Eduard grabscheid | $423,068 | | Yoav Landman | $370,530 | | TALI NoTMAN | $766,427 |

  63. 2025 Performance Results and Payouts

    | | 2026 Proxy Statement 45 |

  64. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Long-term equity is the largest and most critical component of our executive pay. These awards align executive and shareholder interests by rewarding sustained share appreciation in absolute terms and relative to peers. Additionally, extended vesting periods promote leadership stability and retention. Our 2025 LTI program consisted of both PSUs with one-year performance periods and four total years of vesting and four-year RSUs. Starting in 2026, as detailed in "Responding to 2025 Compensation-Related Votes” and “2026 Long-Term Incentive Program Changes,” the LTI program will consist of five-year RSUs to improve long-term alignment with shareholder interests and further strengthen retention value.

  65. Equity Vehicles Used: RSUs and PSUs

    Equity Vehicles Used: RSUs and PSUs For 2025, we used both RSU and PSU awards as follows.

  66. Equity Vehicles Used: RSUs and PSUs

    | Equity Vehicle | Fiscal 2025 Weighting | Performance Period | How Value Realized Is Determined | Rationale | | PSUs | CEO: 42% | Binary assessment of one-year rTSR performance period determines PSU achievement and eligibility to vest 25% of shares underlying the PSU award vest, if earned, after one year, with the remaining earned shares vesting ratably quarterly thereafter over the subsequent three years | Fiscal 2025 relative TSR greater than the median of our 2025 compensation peer group | Ties NEO compensation to shareholder value creation Incentivizes out-performance relative to our peers | | | Other NEOs: 20% | | | | | RSUs | CEO: 58% | Four years: 25% of the award vests after one year, with the remainder vesting ratably quarterly thereafter over the subsequent three years | Value of share | Value is tied to our share price performance, directly aligning executive and shareholder interests Promotes program durability and retention as RSUs have upside potential but deliver some value even in the absence of share price appreciation | | | Other NEOs: 80% | | | |

  67. Equity Vehicles Used: RSUs and PSUs

    In light of ongoing macroeconomic uncertainty and the rigorous, binary nature of the PSU performance goal, the committee sought to reinforce the resilience of our compensation program and its ability to support motivation and retention through

  68. Equity Vehicles Used: RSUs and PSUs

    | 46 2026 Proxy Statement | |

  69. Equity Vehicles Used: RSUs and PSUs

    market cycles. As a result, the board reduced PSU weightings for 2025 by approximately 10 percentage points for all NEOs, from 2024, including the CEO. Nevertheless, following this change, Mr. Ben Haim’s PSU weighting remained above the peer-group average.

  70. 2025 Equity Award Grant

    2025 Equity Award Grant We do not use a rigid formula to determine annual equity awards. Instead, the committee exercises judgment to size grants, subject to the ratio limits required by the Israeli Companies Law and our compensation policy. Key drivers include the retention value of existing unvested holdings, our desire to motivate continued out-performance relative to peers, the tight labor markets, and fierce competition for talent in the San Francisco Bay Area and Israel, and our management of burn rate and dilution, alongside the standard factors detailed in "Compensation-Setting Process– Setting Target Total Direct Compensation" below. In February 2025, after reviewing these driving factors, our compensation committee and board of directors determined to maintain the target value of our CEO's equity awards as compared to fiscal 2024, and to increase the target equity awards granted to other NEOs as set forth below. Equity awards for Mr. Ben Haim and Mr. Landman were subject to shareholder approval, which was obtained on May 20, 2025 (see footnote 1).

  71. 2025 Equity Award Grant

    | Name | Number of RSUs | Approximate Targeted Aggregate Grant Date Fair Value of RSUs(1) | Number of PSUs | Approximate Targeted Aggregate Grant Date Fair Value of PSUs(1) | | SHLOMI BEN HAIM | 203,784 | $7,000,000 | 145,560 | $5,000,000 | | EDUARD GRABSCHEID | 74,526 | $2,560,000 | 18,632 | $640,000 | | YOAV LANDMAN | 79,185 | $2,720,000 | 19,796 | $680,000 | | TALI NOTMAN | 139,738 | $4,800,000 | 34,934 | $1,200,000 |

  72. 2025 Equity Award Grant

    (1) The targeted values were converted to shares based on our 20 trading-day average closing share price for the period ending on the day prior to the board’s approval of fiscal 2025 awards (February 11, 2025), which results in these target values being different than the values reported in the Summary Compensation Table below, which requires reporting based on fair value under the accounting rules. For Mr. Ben Haim and Mr. Landman, this resulted in a substantial difference in grant date fair value in fiscal 2025, as our share price increased from $34.35 to $43.55 between board approval on February 11, 2025 and their subsequent grant of May 20, 2025 following receipt of shareholder approval at our 2025 annual meeting, as required under Israeli law. Each RSU award vests over a four-year period with 25% of the total original number of shares subject to the applicable RSU award vesting on the one-year anniversary of March 1, 2025, the vesting commencement date for the 2025 RSUs, and the remainder vesting ratably thereafter on a quarterly basis over the following three years in accordance with our equity grant practices, subject to the NEO’s continued service through each vesting date. Each PSU award was only eligible to be earned and vest if our total shareholder return for 2025 was greater than the median of the total shareholder return for the companies in our 2025 compensation peer group. This calculation uses the volume-weighted average price for shares traded in December 2025, assuming any dividends paid in 2025 were reinvested, divided by the volume-weighted average price for shares traded in December 2024. If JFrog’s total shareholder return was not greater than the median, no portion of the PSU awards would be eligible to vest. The committee selected JFrog’s compensation peers as the relative comparator group for our 2025 PSUs because these companies represented a set of companies operating in similar industries and were similar in size to JFrog.

  73. 2025 Equity Award Grant

    | | 2026 Proxy Statement 47 |

  74. 2025 Equity Award Grant

    | 0% of Target Achievement | 100% of Target Achievement |

  75. 2025 Equity Award Grant

    114% JFROG 2025 relative TSR performance

  76. Peer Group median TSR (-32%)(1)

    Peer Group median TSR (-32%)(1) (1) The 2025 peer group consisted of the companies set forth in "2025 Peer Group" below.

  77. Fiscal 2025 PSU Achievement and Payout

    Fiscal 2025 PSU Achievement and Payout In February 2026, our board of directors verified the achievement of the total shareholder return performance goal under the 2025 PSU Award as follows:

  78. Limitations Under Our 2025 Compensation Policy Designed to Reduce Excessive Risk-Taking

    Limitations Under Our 2025 Compensation Policy Designed to Reduce Excessive Risk-Taking As discussed above, our 2025 Compensation Policy included measures designed to reduce the executive officer’s incentives to take excessive risks that may harm us in the long-term, including the following: • The maximum annual cash bonus that an executive officer, other than the CEO, will be entitled to receive for any given calendar year will not exceed 200% of such executive officer’s annual base salary. The maximum annual cash bonus that the CEO will be entitled to receive for any given calendar year will not exceed 250% of his annual base salary. • With respect to equity-based compensation issued to our executive officers, the total fair market value of such compensation at the time of grant shall not exceed: (i) with respect to the CEO, the higher of (A) 500% of his annual base salary, or (B) 0.50% of the company’s fair market value, and (ii) with respect to each of the other executive officers, the higher of (A) 300% of his or her annual base salary or (B) 0.35% of the company’s fair market value. • Pursuant to the 2025 Compensation Policy, the value of the total annual bonus and equity-based compensation opportunity of an executive officer shall not exceed 97% of the value of the total compensation package of such executive officer on an annual basis, as determined based on the accounting principles used by the company for its financial statements or such other method as determined by the compensation committee or the board of directors. • Unless determined otherwise in a specific award agreement approved by the compensation committee and the board of directors, grants to executive officers other than non-employee directors shall vest over a period of between one and five years, or based on performance. Our 2025 compensation program complied in all respects with our 2025 Compensation Policy.

  79. Role of the Compensation Consultant

    Role of the Compensation Consultant In fiscal year 2025, the compensation committee engaged Compensia to serve as its compensation consultant to advise on executive and Director compensation matters. Compensia reports directly to the compensation committee and its chair, and serves at the discretion of the compensation committee, which reviews the engagement annually. The compensation committee exercises its own judgment in making its decisions and recommendations with respect to the compensation of our Named Executive Officers. During fiscal year 2025, Compensia attended meetings of the compensation committee as requested and provided various services including the following: • the review, analysis, and updating of our compensation peer group; • the review and analysis of the base salary levels, target annual cash incentive awards, and long-term incentive compensation of our Named Executive Officers against competitive market data based on the companies in our compensation peer group and/or selected broad-based compensation surveys; • advice regarding our executive incentive program design; • an assessment of executive compensation trends within our industry, including compensation-related corporate governance and regulatory issues and developments; • assisting in the risk assessment of our compensation programs; • an assessment of our director compensation program against competitive market data based on the companies in our compensation peer group; and support on other ad hoc compensation-related matters throughout the year.

  80. Role of the Compensation Consultant

    | | 2026 Proxy Statement 49 |

  81. Role of the Compensation Consultant

    Compensia also coordinated with our management for data collection and job matching for our executive officers. In fiscal year 2025, Compensia performed no services for the company other than those performed at the direction of the compensation committee. The compensation committee has evaluated the services that Compensia provided, the quality of those services and the fees associated with the services provided during fiscal year 2025. Based on this review, as well as consideration of the factors affecting independence set forth in Exchange Act Rule 10C-1(b)(4) and Section 5605(d)(3) of the Nasdaq Stock Market Listing Rules relating to the independence of the compensation committee’s compensation, the compensation committee has determined that no conflict of interest was raised as a result of the work performed by Compensia.

  82. Setting Target Total Direct Compensation

    Setting Target Total Direct Compensation In making decisions and recommendations about the compensation of our Named Executive Officers, the members of the compensation committee are presented with a competitive market analysis prepared by its compensation consultant to gain a general understanding of competitive market compensation levels. The compensation committee does not engage in formal benchmarking or establish a specific target for formulating the target total direct compensation of our Named Executive Officers. Drawing on this data, the members of the compensation committee apply their professional experience and judgment to consider additional factors as applicable, which generally include one or more of the following: • our executive compensation program objectives; • corporate performance against the financial, operational and strategic objectives; • each individual Named Executive Officer’s knowledge, skills, experience, qualifications and tenure relative to other similarly-situated executives at the companies in our compensation peer group and/or selected broad-based compensation surveys; • the scope of each Named Executive Officer’s role and responsibilities compared to other similarly situated executives at the companies in our compensation peer group and/or selected broad-based compensation surveys; • the prior performance of each individual Named Executive Officer, based on a subjective assessment of his or her contributions to our overall performance, ability to lead his or her business unit or function and work as part of a team; • the potential future contributions of each individual Named Executive Officer to our long-term financial, operational and strategic objectives; • the value of unvested equity awards previously granted; • our CEO’s compensation relative to that of our other Named Executive Officers, and compensation parity among our Named Executive Officers; • the compensation practices of our compensation peer group and broader executive compensation trends and the positioning of each Named Executive Officer’s compensation in a ranking of executive officer compensation levels based on an analysis of competitive market data; and • the recommendations of our CEO with respect to the compensation of our Named Executive Officers (except with respect to his own compensation). No single factor is determinative in setting compensation levels, nor is the impact of any individual factor on the determination of pay levels quantifiable. The compensation committee does not weigh these factors in any predetermined manner, nor does it apply any formulas in developing its compensation decisions and recommendations.

  83. 2025 Peer Group

    2025 Peer Group

  84. 2025 Peer Group

    | Appian | Intapp | Semrush Holdings | | C3.ai | Jamf Holding | SentinelOne | | Confluent | nCino | Sprout Social | | DigitalOcean Holdings | PagerDuty | Tenable Holdings | | Elastic N.V. | Payoneer Global | Varonis Systems | | Five9 | Qualys | | | GitLab | Rapid7 | |

  85. 2025 Peer Group

    | Peer Group Selection Criteria | | | | Industry | Revenue | Market Capitalization | | • Application software • Internet software and services • Systems software | • 0.5x to 3x JFrog's trailing four quarter revenue • Revenue range of $225M to $1.4B | • 0.5x to 3x JFrog's trailing 30-day average market capitalization at the time of selection • Range of $2.4B to $14.6B |

  86. 2025 Peer Group

    The compensation committee used data gathered by Compensia from the public filings of the companies in our compensation peer group, as well as data from custom data cuts drawn from the Radford Global Technology Survey database that are similar to us in revenue, market capitalization and industry. This data permitted us to evaluate the competitive market when determining the total direct compensation packages for our Named Executive Officers, including base salary, target annual cash incentive awards, and long-term incentive compensation. The compensation committee reviews our compensation peer group at least annually and makes adjustments to its composition if warranted, taking into account changes in both our business and the businesses of the companies in the peer group.

  87. Competitive Positioning

    Competitive Positioning The committee uses a carefully selected peer group to assess the market competitiveness of our executive pay levels and practices. We select technology companies that are comparable to us based on revenue, market capitalization, and industry focus. Our compensation peer group for fiscal year 2025 was developed in December 2024. During the peer review process, we removed three companies from our 2024 peer group (Alteryx which was acquired; Fastly which no longer met the peer group market cap requirements; and HashiCorp which was in the process of being acquired) and added Confluent, Payoneer Global, and SentinelOne. Following that exercise, our 2025 peer group was comprised of the following publicly-traded technology companies:

  88. Competitive Positioning

    | | 2026 Proxy Statement 51 |

  89. Competitive Positioning

    What We Don't Do: • No Executive Retirement Plans. Defined benefit pension plans or any non-qualified deferred compensation plans or arrangements to our Named Executive Officers other than those available to all eligible employees. • No “Golden Parachute” Excise Tax Gross Ups on Change-in-Control Arrangements. • No Hedging or Pledging of our Securities. We prohibit our employees, including our officers, and the members of our board of directors from engaging in hedging transactions or pledging our securities as collateral for a loan or holding our securities in a margin account. • No Material Perquisites. Except in connection with their necessary re-location for business purposes or in connection with required regulatory fees. • No Guaranteed Performance Payments. We do not guarantee payment under our annual bonus plan or performance-based equity awards. • No Single-Trigger Change in Control Provisions. All of our severance agreements contain “double trigger” change in control provisions. What We Do: • Compensation Policy. Approved by board and shareholders and required under Israeli law. • Periodic Annual Executive Compensation Review. Including strategy, compensation peer group and pay levels. • Maintain Independent Compensation Advisor. To advise board on executive compensation matters. • Clawback Policy. Provides for non-discretionary recovery of erroneously awarded incentive-based compensation, regardless of fault. • Compensation Heavily At-Risk. To align the interests of our Named Executive Officers and shareholders.

  90. Policy Objectives & Risk Management

    Policy Objectives & Risk Management Our 2025 Compensation Policy balances the need to recruit and retain top talent with the obligation to manage risk. It targets alignment with long-term shareholder value while mitigating excessive risk-taking through: • Caps: Limits on the maximum value of cash bonuses and equity awards. • Ratios: Defined limitations on the ratio between variable and total compensation. • Clawbacks: Provisions allowing the recovery of excess compensation in the event of an accounting restatement. • Compensation Elements and Performance Mechanics: Compensation is individually determined based on the executive’s role, education, and performance. • Annual Cash Bonuses: All bonuses are capped relative to base salary. • For the CEO: Measurable performance objectives (financial, operational, and strategic) are set annually by the Committee and board, in accordance with the Compensation Policy. • For other Executives: Objectives are generally set by the CEO, who retains discretion over the final evaluation. Awards may be based on a mix of company performance and individual goals (e.g., market share, efficiency, human capital). • Equity-Based Compensation: Awards (such as options or RSUs) are designed to align executive interests with long-term shareholder value. Grants are individually determined and subject to vesting schedules to promote retention. Our 2025 Compensation Policy was submitted to our shareholders and subsequently approved at the 2025 Annual General Meeting of shareholders and will remain in effect until presented for re-approval at least every three years thereafter.

  91. Post-Employment Compensation

    Post-Employment Compensation We have entered into severance agreements with our Named Executive Officers to secure their continued dedication and minimize distraction during potential change-in-control transactions. We believe these arrangements are essential for attracting and retaining top talent in a competitive market. Furthermore, conditioning these benefits on a release of claims protects the company from future disputes and liability. The compensation committee determines these arrangements independently from annual compensation decisions to ensure they remain market-competitive. • U.S. Executive Arrangements (Ben Haim, Grabscheid, Notman): Our U.S.-based NEOs are covered by "Severance Arrangements" that provide compensation and benefits upon specified involuntary terminations. Key provisions include: • "Double-Trigger" Acceleration: To avoid windfalls and retain talent, all change-in-control benefits - including the acceleration of equity awards - require both a change in control and a qualifying involuntary termination. • 280G "Best After-Tax" Provision: If payments would trigger excise taxes under Section 280G of the Tax Code ("parachute payments"), the executive will receive either the full amount (paying the tax themselves) or a reduced amount, whichever results in the greater after-tax benefit. No Tax Gross-Ups: We do not provide tax gross-ups for excise taxes related to a change in control.

  92. Post-Employment Compensation

    Israeli Executive Arrangement (Mr. Landman): Mr. Landman’s employment agreement provides severance benefits generally consistent with our U.S. executives. While his employment letter covers cash severance consistent with the U.S. approach, his "double-trigger" equity vesting acceleration is documented specifically in his award grant letters. For detailed descriptions of the post-employment compensation arrangements with our Named Executive Officers, as well as an estimate of the potential payments and benefits payable under these arrangements, see “Executive Compensation Tables—Potential Payments upon Termination or Change in Control” below.

  93. Accounting for Share-Based Compensation

    Accounting for Share-Based Compensation The compensation committee and our board of directors take accounting considerations into account in designing compensation plans and arrangements for our executive officers and other employees. Chief among these is Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic 718”), the standard which governs the accounting treatment of certain share-based compensation. Among other things, ASC Topic 718 requires us to record a compensation expense in our income statement for all equity awards granted to our executive officers and other employees. This compensation expense is based on the grant date “fair value” of the equity award and, in most cases, will be recognized ratably over the award’s requisite service period (which, generally, will correspond to the award’s vesting schedule). This compensation expense is also reported in the compensation tables below, even though recipients may never realize any value from their equity awards.

  94. 2025 SUMMARY COMPENSATION TABLE

    2025 SUMMARY COMPENSATION TABLE The following table presents information concerning the total compensation of our Named Executive Officers for services rendered to us in all capacities during the years ended December 31, 2025, 2024, and 2023, except for Mr. Grabscheid who was not a Named Executive Officer in 2023.

  95. 2025 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Share Awards(1) ($) | Non-Equity Incentive Plan Compensation(2) ($) | All Other Compensation ($) | Total ($) | | SHLOMI BEN HAIM, | 2025 | 620,833 | 15,200,831 | 913,581 | 73,692(3) | 16,808,937 | | Chief Executive Officer | 2024 | 575,000 | 9,099,840 | 543,750 | 74,209 | 10,292,799 | | | 2023 | 500,000 | 6,638,140 | — | 26,890 | 7,165,030 | | EDUARD GRABSCHEID, | 2025 | 491,667 | 3,188,981 | 423,068 | 11,125(4) | 4,114,841 | | Chief Financial Officer | 2024 | 450,000 | 2,674,380 | 224,806 | 10,350 | 3,359,536 | | YOAV LANDMAN, | 2025 | 400,532 | 4,308,841 | 370,530 | 83,156(6) | 5,163,059 | | Chief Technology Officer(5) | 2024 | 347,769 | 2,007,184 | 219,365 | 73,727 | 2,648,045 | | | 2023 | 320,865 | 1,999,997 | 198,271 | 69,509 | 2,588,642 | | TALI NOTMAN, | 2025 | 520,833 | 5,979,375 | 766,427 | 7,438(4) | 7,274,073 | | Chief Revenue Officer | 2024 | 480,000 | 4,014,392 | 489,002 | 9,600 | 4,992,994 | | | 2023 | 460,000 | 3,999,994 | 448,730 | 9,200 | 4,917,924 |

  96. 2025 SUMMARY COMPENSATION TABLE

    (1) Amounts reported represent the aggregate grant date fair value of equity awards granted to our executives, calculated in accordance with ASC Topic 718. For more information regarding the valuation of these awards, please refer to the notes to our consolidated financial statements, which are included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 13, 2026. These amounts do not necessarily correspond to the actual value recognized or that may be recognized by the executive officers. (2) The amounts reported represent payments made to applicable Named Executive Officers under our annual incentive bonus arrangements, which generally provided for quarterly and annual payments based on achievement of quarterly and annual NNARR and operating margin goals, as described in more detail in the Compensation Discussion and Analysis. (3) The amount reported represents expenses in the amount of $50,000 reimbursed by us to Mr. Ben Haim for expenses and an additional amount of $23,692 sufficient to make such reimbursements tax neutral to Mr. Ben Haim. (4) The amount reported represents company contributions made under our 401(k) plan. (5) All amounts reported for Mr. Landman with respect to “Salary,” “Non-Equity Incentive Plan Compensation” and “All Other Compensation” were paid in NIS. All compensation paid in NIS to Mr. Landman has been converted into USD at an annual average exchange rate of 3.45 NIS for each 1.0000 USD for fiscal year 2025, 3.7 NIS for each 1.000 USD for fiscal year 2024, and 3.690 NIS for each 1.000 USD for fiscal year 2023. (6) The amount reported represents (i) contributions by us of $33,364 in value of NIS to a severance fund under a Section 14 Arrangement pursuant to Israeli Severance Pay Law, (ii) contributions by us of $26,563 in value of NIS to a pension and manager’s insurance fund pursuant to Israeli labor laws, (iii) contributions by us of $4,099 in value of NIS to an education savings fund, and (iv) travel allowance for commuting costs of $19,130 in NIS. We include the following information to satisfy disclosure requirements under the Israeli Companies Law for a fifth officer: total compensation for fiscal year 2025 of Ms. Shanti Ariker, our Chief Legal Officer, was $3,841,589, comprised of salary of $445,000, share awards of $2,989,688, non-equity incentive plan compensation of $392,901, and all other compensation of $14,000 (constituting company contributions made under our 401(k) Plan), with each such amount calculated pursuant to the same applicable methodology as under our 2025 Summary Compensation Table above. All numbers in the "Salary" column above take into account that adjustments to executive salaries were made effective March 1, 2025. The numbers reported above in the "Salary" column are pro-rated based on two months of 2024 base salary and 10 months of 2025 base salary. The 2025 NEO annual base salaries are as follows: Shlomi Ben Haim, $625,000; Eduard Grabscheid, $500,000; Yoav Landman, $404,058; and Tali Notman, $525,000. Ms. Ariker's 2025 base salary is $450,000.

  97. 2025 SUMMARY COMPENSATION TABLE

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  98. GRANTS OF PLAN-BASED AWARDS IN 2025

    GRANTS OF PLAN-BASED AWARDS IN 2025 The following table summarizes incentive plan-based awards granted to our Named Executive Officers during the fiscal year ended December 31, 2025.

  99. GRANTS OF PLAN-BASED AWARDS IN 2025

    | Name | Grant Date | Date of Approval by Board of Directors | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Share Awards: # of Shares or Units (3) (#) | Grant Date Fair Value of Share Awards (4) ($) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | SHLOMI BEN HAIM | 5/20/2025 | 5/20/2025 | — | — | — | — | 145,560 | 145,560 | — | 6,326,038 | | | 5/20/2025 | 5/20/2025 | — | — | — | — | — | — | 203,784 | 8,874,793 | | | — | | — | 620,833 | 1,241,667 | — | — | — | — | — | | EDUARD GRABSCHEID | 2/11/2025 | 2/11/2025 | — | — | — | — | 18,632 | 18,632 | | 509,771 | | | 2/11/2025 | 2/11/2025 | — | — | — | — | | | 74,526 | 2,679,210 | | | — | | — | 287,500 | 575,000 | — | — | — | — | — | | YOAV LANDMAN | 5/20/2025 | 5/20/2025 | — | — | — | — | 19,786 | 19,786 | — | 860,334 | | | 5/20/2025 | 5/20/2025 | — | — | — | — | — | — | 79,185 | 3,448,507 | | | — | | — | 251,797 | 503,594 | — | — | — | — | — | | TALI NOTMAN | 2/11/2025 | 2/11/2025 | — | — | — | — | 34,394 | 34,394 | — | 955,794 | | | 2/11/2025 | 2/11/2025 | — | — | — | — | — | — | 139,738 | 5,023,581 | | | — | | — | 520,833 | 1,041,667 | — | — | — | — | — |

  100. GRANTS OF PLAN-BASED AWARDS IN 2025

    (1) The amounts reported represent payments made to applicable Named Executive Officers under our annual incentive bonus arrangements which provide the target payouts between 0% and 200% as described in more detail in the Compensation Discussion and Analysis. (2) Shares reported represent PSUs granted under the 2020 Plan. As of December 31, 2025, the performance condition was satisfied. Thus, the PSUs are further subject to service-based vesting criteria described in the footnotes to the table below titled “Outstanding Equity Awards at Fiscal Year End.” (3) Shares reported represent awards of RSUs granted under the 2020 Plan. Each award of RSUs is subject to service-based vesting criteria described in the footnotes to the table below titled “Outstanding Equity Awards at Fiscal Year End." Amounts reported represent the aggregate grant date fair value of share awards granted to our executives, calculated in accordance with ASC Topic 718. The fair value of RSUs is measured based on the closing price of the company’s ordinary shares, and the fair value of PSU is measured using a Monte Carlo simulation model, as discussed in the notes to our consolidated financial statements, which are included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 13, 2026. These amounts do not necessarily correspond to the actual value recognized or that may be recognized by the executive officers.

  101. GRANTS OF PLAN-BASED AWARDS IN 2025

    | | 2026 Proxy Statement 59 |

  102. OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END The following table presents information concerning all outstanding equity awards held by each of our Named Executive Officers as of December 31, 2025:

  103. OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END

    | Name of Executive Officer | Grant Date | Options Awards | | | | Share Awards | | | | | Number of Securities Underlying Unexercised Options # Exercisable | Number of Securities Underlying Unexercised Options # Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares That Have Not Vested | Market Value of Shares That Have Not Vested(1) ($) | | SHLOMI BEN HAIM | 5/20/2025(2) | — | — | — | — | 203,784(9) | 12,728,349 | | | 5/20/2025(2) | — | — | — | — | 145,560(11) | 9,091,678 | | | 5/20/2024(2) | — | — | — | — | 98,295(3) | 6,139,506 | | | 5/20/2024(2) | — | — | — | — | 88,466(4) | 5,525,586 | | | 5/15/2023(2) | — | — | — | — | 65,473(5) | 4,089,444 | | | 5/15/2023(2) | — | — | — | — | 54,561(6) | 3,407,880 | | | 5/16/2022(2) | — | — | — | — | 21,552(7) | 1,346,138 | | EDUARD GRABSCHEID | 2/11/2025(2) | — | — | — | — | 74,526(9) | 4,654,894 | | | 2/11/2025(2) | — | — | — | — | 18,632(11) | 1,163,755 | | | 5/20/2024(2) | — | — | — | — | 9,632(3) | 601,615 | | | 5/20/2024(2) | — | — | — | — | 3,715(4) | 232,039 | | | 1/1/2024(2) | — | — | — | — | 32,504(8) | 2,030,200 | | | 8/1/2023(2) | — | — | — | — | 5,115(5) | 319,483 | | | 6/17/2022(2) | — | — | — | — | 2,500(7) | 156,150 | | YOAV LANDMAN | 5/20/2025(2) | — | — | — | — | 79,185(9) | 4,945,895 | | | 5/20/2025(2) | — | — | — | — | 19,796(11) | 1,236,458 | | | 5/20/2024(2) | — | — | — | — | 28,669(3) | 1,790,666 | | | 5/20/2024(2) | — | — | — | — | 11,058(4) | 690,683 | | | 5/15/2023(2) | — | — | — | — | 32,736(5) | 2,044,691 | | | 5/16/2022(2) | — | — | — | — | 10,345(7) | 646,149 | | TALI NOTMAN | 2/11/2025(2) | — | — | — | — | 139,738(9) | 8,728,035 | | | 2/11/2025(2) | — | — | — | — | 34,934(11) | 2,181,978 | | | 5/20/2024(2) | — | — | — | — | 57,338(3) | 3,581,331 | | | 5/20/2024(2) | — | — | — | — | 22,117(4) | 1,381,428 | | | 5/15/2023(2) | — | — | — | — | 65,473(5) | 4,089,444 | | | 2/9/2022(2) | — | — | — | — | 13,793(7) | 861,511 | | | 7/29/2020(10) | 22,131 | — | 23.00 | 7/29/2030 | — | — | | | 2/3/2020(10) | 9,113 | — | 15.12 | 2/3/2030 | — | — |

  104. OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END

    (1) The market value of the share awards that have not vested is calculated by multiplying the number of shares by the fair market value per share of our ordinary shares on December 31, 2025, or $62.46 per share. (2) Each of the awards was granted pursuant to our 2020 Plan. (3) One-fourth of the shares vest on June 1, 2025 and one-sixteenth vest quarterly thereafter until the award fully vests, subject to continued service with us through the applicable vesting date. (4) Shares represent PSUs for which the performance-based vesting condition was satisfied, one-fourth of which vested on March 1, 2025 and one-sixteenth vest quarterly thereafter until the award fully vests, subject to continued service with us through the applicable vesting date. (5) One-fourth of the shares vested on June 1, 2024 and one-sixteenth vest quarterly thereafter until the award fully vests, subject to continued service with us through the applicable vesting date. (6) Shares represent PSUs for which the performance-based vesting condition was satisfied, one-fourth of which vest on March 1, 2024 and one-sixteenth vest quarterly thereafter until the award fully vests, subject to continued service with us through the applicable vesting date. (7) One-fourth of the shares vest on June 1, 2023 and one-sixteenth vest quarterly thereafter until the award fully vests, subject to continued service with us through the applicable vesting date. One-fourth of the shares vest on March 1, 2025 and one-sixteenth vest quarterly thereafter until the award fully vests, subject to continued service with us through the applicable vesting date.

  105. OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END

    | 60 2026 Proxy Statement | |

  106. OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END

    One-fourth of the shares vest on March 1, 2026 and one-sixteenth vest quarterly thereafter until the award fully vests, subject to continued service with us through the applicable vesting date. (10) Each of the outstanding option awards was granted pursuant to our 2011 Israeli Share Option Plan (“2011 Plan”). (11) Shares represent PSUs for which the performance-based vesting condition was satisfied, one-fourth of which vest on March 1, 2026 and one-sixteenth vest quarterly thereafter until the award fully vests, subject to continued service with us through the applicable vesting date.

  107. OPTION EXERCISES AND SHARES VESTED IN 2025

    OPTION EXERCISES AND SHARES VESTED IN 2025 The following table shows certain information regarding option exercises and the vesting of share awards by our Named Executive Officers during the fiscal year ended December 31, 2025:

  108. OPTION EXERCISES AND SHARES VESTED IN 2025

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise(1) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(2) ($) | | SHLOMI BEN HAIM | — | — | 267,624 | 12,230,329 | | EDUARD GRABSCHEID | 20,360 | 707,314 | 42,925 | 1,895,150 | | YOAV LANDMAN | — | — | 72,579 | 3,348,901 | | TALI NOTMAN | 205,163 | 4,832,625 | 134,896 | 6,232,108 |

  109. OPTION EXERCISES AND SHARES VESTED IN 2025

    (1) The aggregate value realized is calculated by multiplying (i) the number of ordinary shares acquired upon exercise by (ii) the difference between the closing price of our ordinary shares on the date of exercise, as reported by Nasdaq, and the applicable exercise price of the option, and does not represent actual amounts received by our Named Executive Officers as a result of the option exercises. The aggregate value realized is calculated by multiplying (i) the number of ordinary shares acquired upon vesting of RSUs and PSUs by (ii) the closing price of our ordinary shares on the vest date (or, in the event the vest date occurs on a holiday or weekend, the closing price of our ordinary shares on the immediately preceding trading day), as reported by Nasdaq.

  110. OPTION EXERCISES AND SHARES VESTED IN 2025

    | | 2026 Proxy Statement 61 |

  111. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control

  112. Termination Without Cause or for "Good Reason"

    | Named Executive Officer | Cash Compensation ($) | Health Benefits ($) | Social and Other Benefits ($) | Acceleration of Outstanding Equity Awards ($) | Relocation Payment ($) | Total ($) | | SHLOMI BEN HAIM | 625,000 | 35,250 | — | — | 35,000 | 695,250 | | EDUARD GRABSCHEID | 250,000 | 14,056 | — | — | — | 264,056 | | YOAV LANDMAN | 202,029 | 32,010 | — | — | — | 234,039 | | TALI NOTMAN | 262,500 | 17,625 | — | — | — | 280,125 |

  113. CEO Pay Ratio

    CEO Pay Ratio Pursuant to Item 402(u) of Regulation S-K and Section 953(b) of the Dodd-Frank Act, we are reporting the ratio of annual total compensation of our median compensated employee to that of Shlomi Ben Haim, our current CEO. The pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules and applicable guidelines. The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. The pay ratio reported by other companies may not be comparable to the pay ratio reported below, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. As a result, and as explained by the SEC when it adopted these rules, in considering the pay ratio disclosure, shareholders should keep in mind that the rule was not designed to facilitate comparisons of pay ratios among different companies, even companies within the same industry, but rather to allow shareholders to better understand and assess each particular company’s compensation practices and pay ratio disclosures. To identify the median employee in fiscal year 2025 we aggregated the annual base salary or base wages, actual commission and bonus earned, and equity awards received for each of our employees as of December 31, 2024, whether on a full-time or part-time basis, excluding our CEO. For employees paid other than in U.S. dollars, we converted their annual base salary and base wages to U.S. dollars using the applicable average annual exchange rate for fiscal year 2025. With respect to equity awards, we granted RSUs during 2025 and determined the grant date fair value in accordance with FASB ASC Topic 718. We calculated annual total compensation for the median employee according to the methodology used to report the annual compensation of our Named Executive Officers in the Summary Compensation Table. For fiscal year 2025, the total compensation for our CEO, Mr. Ben Haim, was $16,808,937 as reported in the “Total” column of the 2025 Summary Compensation Table of this proxy statement. The fiscal year 2025 annual total for our median employee was $197,816. Thus, the ratio of our CEO’s total fiscal year 2025 compensation to our median employee’s total fiscal year 2025 compensation was 85:1. Neither the compensation committee nor our management used this pay ratio in making compensation decisions.

  114. CEO Pay Ratio

    | | 2026 Proxy Statement 69 |

  115. Pay Versus Performance

    Pay Versus Performance Under rules adopted pursuant to the Dodd-Frank Act, we are required to disclose certain information about the relationship between the compensation actually paid to our named executive officers and certain measures of company performance. The material that follows is provided in compliance with these rules; however, additional information regarding our compensation philosophy, the structure of our performance-based compensation programs, and compensation decisions made this year is described above in our “Compensation Discussion and Analysis”. The following table presents information concerning the compensation of our CEO (our "principal executive officer" or"PEO") and other Named Executive Officers for the years ended December 31, 2025, 2024, 2023, 2022, and 2021.

  116. Pay Versus Performance

    | | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(2)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(4) ($) | Average Compensation Actually Paid to Non-PEO NEOs(2)(5) ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income (Loss)(8) (in thousand, $) | Company- Selected Measure(9) | | | | | | | Total Shareholder Return(6) ($) | Peer Group Total Shareholder Return(7) ($) | | | | 2025 | 16,808,937 | 38,639,508 | 5,517,325 | 13,381,140 | 99 | 248 | (71,819) | See FN (9) | | 2024 | 10,292,799 | 9,039,765 | 3,666,858 | 2,828,584 | 47 | 201 | (69,236) | None | | 2023 | 7,165,030 | 14,793,949 | 4,514,896 | 4,436,706 | 55 | 148 | (61,256) | None | | 2022 | 3,808,122 | 3,756,514 | 2,886,987 | 665,379 | 34 | 95 | (90,184) | None | | 2021 | 3,361,202 | (10,664,266) | 4,047,263 | (4,973,525) | 47 | 133 | (64,203) | None |

  117. Pay Versus Performance

    (1) Amounts present total compensation reported for Mr. Ben Haim, who served as CEO for each year presented. (2) Compensation actually paid does not mean that the identified individual was actually paid those amounts in the listed year, but this is a dollar amount derived from the starting point of summary compensation table total compensation under the methodology prescribed under the relevant rules as shown in the adjustment table below, computed in accordance with Item 402(v) of Regulation S-K. The amounts include (i) the year-end value of equity awards granted during the reported year, and (ii) the change in the value of equity awards that were unvested at the end of the prior year, measured through the date the awards vested, or through the end of the reported fiscal year. Equity awards consist of share options, RSU awards and PSU awards. On each valuation date, the fair value of each share option is estimated using the Black-Scholes option pricing model, the fair value of each RSU award is based on the fair value of the underlying ordinary shares, and the fair value of each PSU award is based on the fair value of the underlying ordinary shares because the performance condition was satisfied on the measurement date. (3) The following table presents adjustments to Mr. Ben Haim’s total compensation for each year to determine the compensation actually paid to him:

  118. Pay Versus Performance

    | | 2025 | 2024 | 2023 | 2022 | 2021 | | SUMMARY COMPENSATION TABLE TOTAL FOR PEO | 16,808,937 | $10,292,799 | $7,165,030 | $3,808,122 | $3,361,202 | | Equity Award Adjustments: | | | | | | | Less: Reported grant date fair value of equity awards | (15,200,831) | (9,099,840) | (6,638,140) | (3,051,728) | (2,598,710) | | Add: Vesting date fair value of equity awards granted and vested in the year | — | — | — | — | — | | Add: Year-end fair value of outstanding and unvested equity awards granted in the year | 21,820,026 | 9,250,827 | 12,085,536 | 3,677,591 | 2,242,350 | | Add: Change in fair value between the end of the prior year and the vesting date of equity awards granted in prior years that vested in the year | 4,359,508 | 59,384 | 374,513 | (282,516) | (13,669,108) | | Add: Change in fair value between the end of the prior year and the end of the year of outstanding and unvested equity awards granted in prior years | 10,851,868 | (1,463,405) | 1,807,010 | (394,955) | — | | COMPENSATION ACTUALLY PAID TO PEO | 38,639,508 | $9,039,765 | $14,793,949 | $3,756,514 | $(10,664,266) |

  119. Pay Versus Performance

    Amounts reported present the average of total compensation reported for our Named Executive Officers other than Mr. Ben Haim, which included Ms. Notman, Mr. Landman and Mr. Grabscheid for 2025 and 2024, and Ms. Notman, Jacob Shulman (our former CFO) and Mr. Landman for 2023, 2022, and 2021.

  120. Pay Versus Performance

    | 70 2026 Proxy Statement | |

  121. Pay Versus Performance

    The following presents adjustments to the average total compensation to our non-PEO Named Executive Officers for each year to determine the average compensation actually paid to them:

  122. Pay Versus Performance

    | | 2025 | 2024 | 2023 | 2022 | 2021 | | SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO | 5,517,325 | $3,666,858 | $4,514,896 | $2,886,987 | $4,047,263 | | Equity Award Adjustments: | | | | | | | Less: Reported grant date fair value of equity awards | (4,492,399) | (2,898,652) | (3,666,662) | (2,232,007) | (3,349,931) | | Add: Vesting date fair value of equity awards granted and vested in the year | — | — | — | — | — | | Add: Year-end fair value of outstanding and unvested equity awards granted in the year | 7,637,005 | 2,709,592 | 3,388,561 | 1,961,386 | 1,963,566 | | Add: Change in fair value between the end of the prior year and the vesting date of equity awards granted in prior years that vested in the year | 1,469,348 | (146,835) | 243,329 | (809,996) | (1,836,322) | | Add: Change in fair value between the end of the prior year and the end of the year of outstanding and unvested equity awards granted in prior years | 3,249,861 | (502,380) | 835,263 | (1,140,991) | (5,798,101) | | Less: Fair value at end of prior year of awards granted in prior years that were forfeited during year | — | — | (790,520) | — | — | | Less: Incremental fair value of awards modified during year | — | — | (88,161) | — | — | | COMPENSATION ACTUALLY PAID TO NON-PEO | $13,381,140 | $2,828,584 | $4,436,706 | $665,379 | $(4,973,525) |

  123. Pay Versus Performance

    (6) Presents the cumulative total shareholder return (“TSR”), assuming that a $100 investment was made on December 31, 2020. (7) Presents the TSR of S&P Information Technology Index assuming that a $100 investment was made on December 31, 2020 and dividends have been reinvested. S&P Information Technology Index is a peer group presented in accordance with Item 201(e) of Regulation S-K under the Exchange Act in our Annual Report on Form 10-K for the year ended December 31, 2025. (8) The dollar amounts reported are our net loss reflected in our audited financial statements. (9) We did not use a financial performance measure as defined in the Section 402(v) rules, other than our ordinary share price, to link the compensation actually paid to our CEO or other named executive officers for years 2021-2024, We used operating margin and NNARR as noted in the tabular list below to link compensation actually paid to performance.

  124. Description of Relationships of Information Presented in the Pay Versus Performance Table

    Description of Relationships of Information Presented in the Pay Versus Performance Table

  125. Compensation Actually Paid vs. TSR

    Compensation Actually Paid vs. TSR As reflected in the following graph, the compensation actually paid (the “CAP”) to our CEO and other Named Executive Officers correlated to our TSR because equity awards constituted a significant part of the compensation for our Named Executive Officers. Equity awards strongly align our Named Executive Officers’ interests with those of our shareholders by providing a continuing financial incentive to maximize long-term value for our shareholders and by encouraging our executive officers to continue their service for the long-term. This chart reflects our cumulative TSR, assuming that a $100 investment was made on December 31, 2020.

  126. Compensation Actually Paid vs. Net loss

    Compensation Actually Paid vs. Net loss Since our IPO, we have continued to invest in our business and incurred losses for the years presented. Historically, we have not looked to net income or loss as a performance measure for our Named Executive Officers. As discussed under Compensation Discussion and Analysis above, the NNARR goal is utilized to determine part of our executives’ cash bonus.

  127. Compensation Actually Paid vs. Net loss

    | 72 2026 Proxy Statement | |