🧾 What This Document Is

This is a DEF 14A, also known as a Proxy Statement. Think of it as a formal "voter's guide" sent to shareholders before an annual meeting. Its main job is to lay out the key issues shareholders need to vote on—like electing board members and approving pay—and to provide important information about the company's performance and governance.

For JFrog, the 2026 Annual Meeting is set for May 20, 2026. Shareholders voting as of the March 26, 2026 record date will decide on six proposals. 👉 In short: This document tells you what's on the ballot, why the board recommends voting "FOR" each item, and gives you the details to make an informed decision.

🏢 What The Company Does

👉 In simple terms... JFrog is the "central warehouse and security checkpoint" for all software packages (called binaries) that developers build and use. Their platform, JFrog Artifactory, is the single source of truth where software is stored, managed, and secured as it moves from development to production.

They call their vision "Liquid Software"—the idea that software should flow seamlessly, securely, and reliably everywhere. In the age of AI, they position themselves as the essential Software System of Record for the AI-driven software supply chain, handling the "tsunami" of code generated by both humans and AI agents.

💰 Financial Highlights (2025)

JFrog's 2025 was a year of strong growth and efficiency. Here are the key numbers:

Total Revenue: $531.8 million, up 24% year-over-year.
Cloud Revenue: $243.3 million, surging 45% year-over-year. This shows a major shift toward their cloud-based solutions.
Net Dollar Retention (NDR): 119% (for the trailing four quarters). This means existing customers, on average, spent 19% more than they did the previous year—a sign of strong product adoption and expansion.
Big Customers: 74 unique customers now generate over $1 million in Annual Recurring Revenue (ARR), a 42% increase from last year.
Free Cash Flow: $142.3 million, up 32%. This is cash left over after running the business—a key sign of health and efficiency.
Profitability (Non-GAAP): They achieved a Non-GAAP operating margin of 17.3% and Non-GAAP diluted earnings per share of $0.82. (Note: GAAP results showed a loss, which is common for growth-focused tech companies due to accounting rules around stock compensation.)

🚀 Key Moves & Strategy

JFrog is aggressively pivoting to capture the AI and security markets:

AI is the New Frontier: They treat AI models and artifacts as "the new critical binaries." Following their acquisition of Qwak.ai, they now offer a unified platform for MLOps, aiming to break down silos between data scientists and software engineers.
Security as a Growth Engine: Security is no longer just an add-on. Their "security core products" now make up 10% of total ARR, and security-related long-term contracts nearly doubled year-over-year. They launched JFrog AppTrust and an AI Catalog in September 2025 to govern AI software.
Key Partnerships: They partnered with NVIDIA to be the secured model registry for their "Enterprise AI Factory" and with Hugging Face to secure the leading open-source model hub.
Industry Recognition: Named GitHub’s 2025 Tech Partner of the Year for integrating with GitHub Copilot to deliver "agentic remediation."

👥 Board & Governance (Proposals 1 & 2)

Shareholders are asked to vote on the board's composition and director pay.

Proposal 1 - Elect Directors: You're voting to elect four Class III directors to serve until 2029. The nominees are:
- Yoav Landman (Co-founder & CTO)
- Yossi Sela (Lead Independent Director)
- Elisa Steele (Chair of Compensation Committee)
- Luis Felipe Visoso (Audit Committee member) The board recommends a "FOR" vote for all.
Proposal 2 - Approve Director Compensation: As required by Israeli law, shareholders must approve the compensation plan for non-employee directors. The board recommends a "FOR" vote.
Governance Snapshot: The board has 10 members, with 30% women. They are staggered into three classes. Shlomi Ben Haim (CEO) also serves as Chairman, with Yossi Sela acting as the Lead Independent Director to provide oversight.

💼 Executive Compensation (Proposals 4, 5 & 6)

This section covers how top leaders are paid. There are three separate votes:

Proposal 4 - Advisory "Say-on-Pay": A non-binding vote to approve the 2025 compensation paid to the top executives (Named Executive Officers). The board recommends a "FOR" vote.
Proposal 5 & 6 - Binding CEO & CTO Pay Votes: Due to Israeli law, shareholders must approve in a binding vote the specific 2026 compensation plans for CEO Shlomi Ben Haim and CTO Yoav Landman. If these aren't approved, their proposed changes cannot take effect. The board recommends a "FOR" vote on both.
Why so many votes? Delaware companies usually have just an advisory "Say-on-Pay." As an Israeli company, JFrog must also get binding shareholder approval for its director pay policy and the compensation of its CEO and CTO.

🧪 Business Update & Future Outlook

The CEO's letter paints a picture of a company at an inflection point:

The "AI Factory": They describe a world where AI agents generate code, creating a massive need for governance. JFrog aims to be the trusted "System of Record" that secures and manages the resulting software binaries.
Focus on Enterprise: They are moving from selling individual tools to becoming an enterprise-wide platform, fighting "point-solution fatigue." Over 56% of revenue now comes from customers using their full Enterprise+ subscription.
What's Next for 2026: They plan to continue investing in culture, core products, and market strategy. They see tailwinds from security demands and AI workload growth, aiming to be the foundational platform where AI agents and humans co-create software.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:
- Strong Financial Growth: High revenue and cash flow growth.
- Market Leadership: Established as a critical platform in DevOps, now expanding into AI and security.
- High Customer Retention: NDR of 119% shows deep customer integration and expansion.
- Strategic AI Positioning: Early moves to integrate AI models into their core platform.
⚠️ Risks:
- Execution in AI: The AI market is evolving rapidly; they must continue to innovate effectively.
- Competition: The software supply chain and security spaces are highly competitive.
- Regulatory & Governance Complexity: Operating under both U.S. and Israeli law adds layers to governance and compliance, as seen in the multiple binding shareholder votes required.

🧠 The Analogy

JFrog is building the "air traffic control system and fortified hangar" for the AI age. Just as an airport needs one tower to track all planes (binaries) and ensure they are safe and authorized to land, software development needs one platform to manage, scan, and secure every piece of code. With AI creating a "storm" of new software traffic, their mission is to prevent collisions (security breaches) and ensure every package lands safely and trusted.

🧩 Final Takeaway

This proxy summary reveals a company successfully transitioning from a DevOps tool provider to an enterprise AI and security platform. Shareholders are being asked to endorse the board, approve executive pay structures influenced by Israeli law, and ultimately, place confidence in management's strategic pivot to capitalize on the AI revolution while keeping software supply chains secure. The strong 2025 financials provide a solid foundation for that ambitious plan.

JFrog Ltd — DEF 14A Filing