Core Insights - JFrog Ltd. is a technology company specializing in software solutions for DevOps, DevSecOps, and MLOps, experiencing growth due to its cloud and AI capabilities [1] - Cantor Fitzgerald has set a price target of $60 for JFrog, indicating a potential price increase of approximately 20.14% from its current price of $49.94, supported by accelerating revenue growth and expanding margins [2][5] - Despite an 80% increase in stock price, anticipated growth in earnings per share (EPS) is expected to help moderate valuation multiples over time, which is important for investors concerned about high valuations [3][5] Financial Performance - JFrog's current stock price is $49.36, reflecting a decrease of 1.16% or $0.58, with fluctuations between a low of $49.07 and a high of $50.60 on the same day [4] - Over the past year, the stock has reached a high of $50.98 and a low of $27, with a market capitalization of approximately $5.76 billion and a trading volume of 1,445,466 shares today [4]

Industry Overview - The artificial intelligence (AI) sector is experiencing rapid growth, with global AI platform revenues projected to increase at a compound annual growth rate of 38.9%, rising from $18.22 billion in 2025 to $94.30 billion by 2030 [1] Company Spotlight: JFrog - JFrog has gained attention in the AI sector, particularly after introducing new AI products in 2025 and expanding its partnership with Nvidia, positioning itself in enterprise AI pipeline management [2] - JFrog's stock has surged approximately 70% year-to-date, with a 78% increase over the past 52 weeks, significantly outperforming the broader market [3][4] - The company's market capitalization has reached about $5.8 billion, with shares trading near $49.89, reflecting a forward price-to-earnings (P/E) ratio of 71x, compared to the industry average of 24x, indicating a premium for its growth potential [5] Financial Performance - In Q2 2025, JFrog reported revenue of $127.2 million, marking a 23% increase year-over-year, with a GAAP gross profit of $97 million and a margin of 76.3% [6] - Non-GAAP gross profit was reported at $105.7 million with a margin of 83.1%, while the company recorded a GAAP operating loss of $26 million, but achieved a non-GAAP operating income of $19.4 million with a margin of 15.2% [6]

Financial Data and Key Metrics Changes - JFrog reported Q2 2025 revenue of $127.2 million, a year-over-year increase of 23% [6] - Cloud revenue grew 45% year-over-year to $57.1 million, now representing 45% of total revenue [6] - Remaining performance obligations (RPO) reached $477 million as of June 30, 2025, a 75% year-over-year increase [7] - The trailing four-quarter free cash flow margin is 29%, indicating strong operational efficiency [8] - The trailing four-quarter rule of 40 was 51 in Q2 2025, reflecting a balance of growth and profitability [8] Business Line Data and Key Metrics Changes - Security core products, including JFrog Curation and JFrog Advanced Security, are gaining momentum, contributing to enterprise wins [6] - At year-end 2024, security offerings represented 3% of total revenue and 5% of annual recurring revenue [7] - The enterprise customer base includes 61 customers with annual recurring revenue above $1 million, representing a 45% growth year over year [7] Market Data and Key Metrics Changes - The majority of Fortune 100 companies are JFrog customers, indicating strong market penetration [6] - The focus on operational efficiency has led to a 16.3% operating margin during the first half of 2025, an increase of over 1,500 basis points since fiscal year-end 2022 [7] Company Strategy and Development Direction - JFrog aims to unify the software supply chain, positioning itself at the intersection of software development, security, and AI [5] - The company is forming strategic partnerships with major players like NVIDIA and Microsoft GitHub to enhance its offerings [8] - JFrog is focusing on maturing partnerships and expanding its platform into compliance, agentic AI, and model security [9] Management's Comments on Operating Environment and Future Outlook - Management emphasized the importance of a foundational platform for enterprises to manage software supply chains, especially in the context of AI and ML [5] - The company is optimistic about future growth driven by cloud expansion and rising demand for unified security solutions [9] - Management acknowledged the challenges of AI adoption, including cost predictability and trust issues, but remains positive about the future [46] Other Important Information - JFrog's focus on DevOps, security, and MLOps aligns with modern software demands, driving consistent business growth [8] - The company is transitioning to a hybrid model, allowing flexibility for customers in their cloud and on-premise needs [73] Q&A Session Summary Question: How do the recent announcements impact business growth? - Management clarified that the announcements are not in a specific order of impact, with a focus on gradual adoption and integration into the JFrog Platform [41] Question: What are the challenges customers face in adopting AI? - Key challenges include cost predictability, trust in AI, and regulatory issues, which JFrog aims to address through its offerings [46] Question: How does the pace of software updates change with AI? - The pace of releases is expected to accelerate due to AI agents augmenting developer capabilities, leading to more frequent updates [51] Question: What is the strategy for integrating new products like FLY? - FLY is designed to run on top of the JFrog Platform, with plans for gradual integration to enhance the developer experience [58] Question: How will new security bundles drive conversion from existing products? - New bundles are designed to simplify the transition for customers currently using Xray, with a focus on providing value through integrated solutions [82]

Core Insights - The incoming chief executive of Kering, Luca de Meo, aims to realign the struggling luxury group by implementing "clear and strong" decisions [1] Company Strategy - Luca de Meo emphasized the need for decisive actions to steer Kering back on track, indicating a strategic overhaul is necessary to address current challenges [1]

Group 1 - The article discusses the author's long-term and contrarian approach to equities investing, highlighting a background as a Tech analyst and current coverage of Commodities and Energy sectors amid the energy transition [1] - The focus on the energy transition indicates a strategic shift in investment priorities, reflecting broader market trends and potential opportunities in these sectors [1] Group 2 - No specific company or stock details are provided in the content, limiting the analysis to general investment strategies and sector focus [2][3] - The article does not include any financial performance metrics or specific investment recommendations, maintaining a neutral stance on individual companies [2][3]

Core Insights - JFrog Ltd. has launched an enhanced AI model catalog named the JFrog AI Catalog, aimed at securing, governing, consuming, and deploying AI and ML models across enterprises [1] Company Developments - The JFrog AI Catalog supports various types of models, including open source, self-built, and external models, allowing organizations to build specialized agentic solutions securely [1]

Core Insights - JFrog Ltd. has announced its first set of Evidence Ecosystem partners to be included in JFrog AppTrust, enhancing its Software Supply Chain Platform [1] Group 1: Company Developments - The introduction of Evidence Ecosystem partners aims to create a centralized, trusted audit trail for customers [1] - This initiative is designed to increase visibility, eliminate risk, and ensure release readiness throughout the software development lifecycle [1]

Summary of JFrog (FROG) FY Conference Call - August 12, 2025 Company Overview - **Company**: JFrog (FROG) - **Industry**: Software Development and Binary Management Key Takeaways Financial Performance - JFrog reported strong results for the recent quarter, driven by three main areas: cloud adoption, increased usage, and conversion of customers to larger annual contracts [4][5] - The company experienced a significant increase in revenue from its cloud services, with guidance raised to a growth rate of 34% to 36% [37] Customer Activity and Product Traction - There was notable growth in cloud services, particularly in security-related products, which contributed to a strong first half of the year [36][40] - The company has seen a shift in customer behavior, with longer contract durations (2-3 years) as customers standardize on JFrog for security solutions [19][49] Security and Binary Management - JFrog emphasizes the importance of binaries in the software development lifecycle, highlighting the shift in how malicious packages are introduced into systems [6][7] - The company is focusing on consolidating security tools to minimize vendor sprawl, offering a platform that integrates multiple security technologies [13][49] Partnerships and Market Position - JFrog is strategically partnering with companies like GitHub and Hugging Face to enhance its offerings and improve security for model registries [14][20] - The partnership with Hugging Face aims to secure AI models, addressing vulnerabilities and fostering community trust [21] Market Trends and Future Outlook - The company is witnessing a trend towards cloud migration, with a focus on hybrid deployment options to accommodate both cloud and on-premise needs [31][33] - JFrog is preparing for potential shifts in workload management as AI technologies evolve, indicating readiness for both cloud and self-hosted solutions [32][33] Growth Metrics - JFrog reported a 75% growth in Remaining Performance Obligations (RPO) and a 43% growth in Contracted Remaining Performance Obligations (CRPO) [53] - The company has expanded its customer base significantly, with a notable increase in million-dollar customers [46] Investment and Operational Efficiency - JFrog is committed to balancing growth and profitability, with a focus on responsible investment in next-generation technologies [44][45] - The company has generated a free cash flow of 29% over the past four quarters, allowing for reinvestment in growth opportunities [44] Additional Insights - The integration of AI tools is expected to increase the demand for binary management solutions, with JFrog looking to develop lighter versions of its products for smaller companies [26][27] - The company is aware of the evolving security landscape, particularly with the rise of MLSecOps, and is positioning itself to adapt to these changes [51] This summary encapsulates the key points discussed during the JFrog FY Conference Call, highlighting the company's performance, strategic initiatives, and market positioning.

JFrog (FROG) Conference Summary - August 11, 2025 Company Overview - JFrog was founded in February 2008 and operates in the DevOps and DevSecOps space, also expanding into ML Ops [4][5] - The company focuses on fast and secure software releases, addressing the needs of developers and Chief Security Officers (CSOs) [5] Financial Performance - JFrog reported a cloud growth of 45% in Q2, with sustained usage and increased annual commitments from customers [6][7] - The company observed significant usage across its portfolio, particularly with Docker, Hugging Face, and PyPI [6][8] Key Drivers of Growth - The growth is attributed to the adoption of security products and increased developer workloads, rather than solely AI workloads [10][11] - JFrog is seeing momentum in discussions with customers to increase their annual commitments, indicating a shift from experimental to sustained usage [7][10] AI and Security Initiatives - JFrog is working with three of the top five AI native companies, with one expanding its subscription significantly during Q2 [13][16] - The company emphasizes the importance of security in its offerings, with a focus on X-ray and advanced security products [18][19] - JFrog's security products are gaining traction, with large enterprises making multi-year commitments [22][24] Strategic Partnerships - The partnership with GitHub is highlighted as a significant strategic move, enhancing distribution and product integration [35][36] - JFrog aims to provide a comprehensive solution from source code to binary management, leveraging the GitHub relationship [38][41] Market Position and Differentiation - JFrog positions itself as a consolidator of security solutions, reducing vendor sprawl for customers [33][34] - The company is focused on being the system of record for binaries, which enhances its value proposition in security [34] Go-to-Market Strategy - JFrog has made significant investments in its enterprise sales team to better engage with C-suite executives [63][64] - The company is also enhancing its product marketing capabilities to explain complex solutions effectively [66] Cloud Migration Trends - JFrog supports customers in migrating workloads from self-hosted environments to the cloud, viewing this as a significant growth driver [67][68] - The company anticipates that as customers migrate, they will also add security solutions, further increasing deal sizes [69] Future Outlook - JFrog is exploring opportunities in AI, particularly in securing AI-generated code and models [42][50] - The acquisition of Quark is expected to enhance JFrog's capabilities in ML Ops, aligning with the growing demand for managing large language models [51][53] Conclusion - JFrog is experiencing robust growth driven by increased cloud adoption, security product demand, and strategic partnerships, positioning itself as a leader in the DevSecOps space while expanding into ML Ops and AI security solutions.

PART I. FINANCIAL INFORMATION [Item 1. Financial Statements (Unaudited)](index=5&type=section&id=Item%201.%20Financial%20Statements%20%28Unaudited%29) JFrog Ltd.'s unaudited financial statements detail its financial position, performance, and cash flows for the three and six months ended June 30, 2025 [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) JFrog Ltd.'s balance sheets reflect growth in total assets, liabilities, and shareholders' equity as of June 30, 2025 Condensed Consolidated Balance Sheet Highlights (in thousands) | Item | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :---------------- | | Total assets | $1,208,185 | $1,129,906 | | Total liabilities | $381,731 | $356,380 | | Total shareholders' equity | $826,454 | $773,526 | | Cash and cash equivalents | $51,277 | $49,869 | | Short-term investments | $560,423 | $472,138 | | Deferred revenue (current) | $260,066 | $247,187 | - Total assets increased by **$78,300 thousand**, or **6.9%**, from December 31, 2024, to June 30, 2025, primarily due to growth in short-term investments[18](index=18&type=chunk) - Total shareholders' equity increased by **$52,900 thousand**, or **6.8%**, from December 31, 2024, to June 30, 2025[18](index=18&type=chunk) [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) JFrog Ltd. reported increased subscription revenue but a wider net loss for the three and six months ended June 30, 2025 Condensed Consolidated Statements of Operations Highlights (in thousands, except per share data) | Item | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total subscription revenue | $127,220 | $103,043 | $249,627 | $203,354 | | Gross profit | $97,018 | $81,150 | $189,244 | $160,857 | | Operating loss | $(25,971) | $(19,127) | $(48,941) | $(35,763) | | Net loss | $(21,675) | $(14,303) | $(40,178) | $(23,093) | | Net loss per share, basic and diluted | $(0.19) | $(0.13) | $(0.35) | $(0.21) | - Total subscription revenue increased by **23%** for both the three and six months ended June 30, 2025, compared to the corresponding periods in 2024[20](index=20&type=chunk) - Net loss increased by **51.5%** for the three months ended June 30, 2025, and by **74.0%** for the six months ended June 30, 2025, year-over-year[20](index=20&type=chunk) [Condensed Consolidated Statements of Comprehensive Loss](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Loss) Comprehensive loss improved for the three months ended June 30, 2025, driven by positive changes in derivative instruments Condensed Consolidated Statements of Comprehensive Loss Highlights (in thousands) | Item | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net loss | $(21,675) | $(14,303) | $(40,178) | $(23,093) | | Other comprehensive income (loss), net of tax | $6,962 | $(1,583) | $5,084 | $(2,740) | | Comprehensive loss | $(14,713) | $(15,886) | $(35,094) | $(25,833) | - Other comprehensive income (loss) improved significantly, primarily driven by a net change in derivative instruments, which moved from a loss of **$1,400 thousand** in Q2 2024 to a gain of **$7,000 thousand** in Q2 2025[22](index=22&type=chunk) [Condensed Consolidated Statements of Shareholders' Equity](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Shareholders%27%20Equity) Shareholders' equity grew to $826,500 thousand by June 30, 2025, primarily from share-based compensation and comprehensive income Condensed Consolidated Statements of Shareholders' Equity Highlights (in thousands) | Item | Balance as of December 31, 2024 | Six Months Ended June 30, 2025 Changes | Balance as of June 30, 2025 | | :----------------------------------- | :------------------------------ | :------------------------------------ | :-------------------------- | | Ordinary Shares Amount | $315 | $11 | $326 | | Additional Paid-in Capital | $1,132,224 | $88,011 | $1,220,235 | | Accumulated Other Comprehensive Income | $655 | $5,084 | $5,739 | | Accumulated Deficit | $(359,668) | $(40,178) | $(399,846) | | Total Shareholders' Equity | $773,526 | $52,928 | $826,454 | - Share-based compensation expense contributed **$74,900 thousand** to additional paid-in capital for the six months ended June 30, 2025[26](index=26&type=chunk) - Issuance of ordinary shares from share options, restricted share units, and employee share purchase plan contributed to the increase in ordinary shares and additional paid-in capital[26](index=26&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Operating cash flow significantly increased for the six months ended June 30, 2025, with investing activities shifting to a net outflow Condensed Consolidated Statements of Cash Flows Highlights (in thousands) | Cash Flow Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | | Net cash provided by operating activities | $64,877 | $34,166 | | Net cash provided by (used in) investing activities | $(85,330) | $88,267 | | Net cash provided by financing activities | $21,097 | $11,922 | | Net increase in cash, cash equivalents, and restricted cash | $1,408 | $133,538 | | Cash, cash equivalents, and restricted cash—end of period | $52,035 | $218,315 | - Net cash provided by operating activities increased by **89.9%** year-over-year for the six months ended June 30, 2025[29](index=29&type=chunk) - Investing activities shifted from a net inflow of **$88,300 thousand** in 2024 to a net outflow of **$85,300 thousand** in 2025, primarily due to increased purchases of short-term investments[29](index=29&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Detailed notes cover JFrog's accounting policies, revenue, investments, and share-based compensation, highlighting SaaS growth - JFrog provides a hybrid, universal, end-to-end software supply chain platform for delivering trusted, secure software updates, aiming to be the single source of truth for an organization's software footprint[31](index=31&type=chunk) Revenue Disaggregation by Category (in thousands, except percentages) | Category | Three Months Ended June 30, 2025 (Amount / % of Revenue) | Three Months Ended June 30, 2024 (Amount / % of Revenue) | | :-------------------------- | :------------------------------------------------ | :------------------------------------------------ | | Self-managed subscription | $70,118 / 55% | $63,765 / 62% | | SaaS | $57,102 / 45% | $39,278 / 38% | | Total subscription revenue | $127,220 / 100% | $103,043 / 100% | - Remaining performance obligations totaled **$476,700 thousand** as of June 30, 2025, with **67%** expected to be recognized as revenue over the next **12** months[44](index=44&type=chunk) - Amortization of deferred contract acquisition costs increased by **42.4%** to **$4,700 thousand** for the three months ended June 30, 2025, from **$3,300 thousand** in the prior year[45](index=45&type=chunk) - Marketable securities increased to **$427,400 thousand** as of June 30, 2025, from **$366,600 thousand** at December 31, 2024[47](index=47&type=chunk) - Total share-based compensation expense increased by **33%** to **$38,000 thousand** for the three months ended June 30, 2025, and by **34%** to **$74,900 thousand** for the six months ended June 30, 2025, primarily due to grants to new and existing employees[73](index=73&type=chunk) - Unrecognized share-based compensation cost related to unvested awards was **$287,100 thousand** as of June 30, 2025, expected to be recognized over a weighted-average period of **2.5** years[73](index=73&type=chunk) - JFrog operates in one operating and reportable segment. Long-lived assets are primarily located in Israel (**$9,000 thousand**) and the United States (**$4,700 thousand**) as of June 30, 2025[84](index=84&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=28&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses JFrog's 23% revenue growth, increased net loss from investments, and substantial free cash flow growth for H1 2025 - JFrog's total revenue grew by **23%** for both the three and six months ended June 30, 2025, compared to the corresponding periods in 2024[90](index=90&type=chunk) - Revenue from SaaS subscriptions increased its contribution to total revenue, reaching **45%** for the three months and **44%** for the six months ended June 30, 2025, up from **38%** and **37%** respectively in 2024[87](index=87&type=chunk) - The company's net dollar retention rate was **118%** as of June 30, 2025 and 2024, indicating strong expansion within existing customers[97](index=97&type=chunk) Customer Growth with Annual Recurring Revenue (ARR) (in thousands) | Customer Segment | As of June 30, 2025 | As of December 31, 2024 | | :-------------------------------- | :------------------ | :---------------------- | | Customers with ARR of $100,000 or more | 1,076 | 1,018 | | Customers with ARR of $1.0 million or more | 61 | 52 | Free Cash Flow (in thousands) | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------- | :------------------------------- | :------------------------------- | | Net cash provided by operating activities | $64,877 | $34,166 | | Less: purchases of property and equipment | $(1,274) | $(1,573) | | Free cash flow | $63,603 | $32,593 | - Free cash flow increased by **95.1%** for the six months ended June 30, 2025, compared to the same period in 2024[104](index=104&type=chunk) - Gross margin decreased from **79%** in Q2 2024 to **76%** in Q2 2025, primarily due to the shift in revenue mix towards SaaS subscriptions, which incur higher hosting costs, and increased intangible amortization[120](index=120&type=chunk)[129](index=129&type=chunk) - Operating expenses, including Research and Development, Sales and Marketing, and General and Administrative, increased across the board, driven by increased headcount and share-based compensation expenses[121](index=121&type=chunk)[122](index=122&type=chunk)[123](index=123&type=chunk)[124](index=124&type=chunk) - As of June 30, 2025, JFrog had **$611,700 thousand** in cash, cash equivalents, and short-term investments, which management believes will be sufficient to meet liquidity needs for the next **12** months and long-term[137](index=137&type=chunk) Contractual Obligations as of June 30, 2025 (in thousands) | Obligation Type | Total | 2025 (Remainder) | 2026 and Thereafter | | :------------------------ | :------ | :--------------- | :------------------ | | Operating lease obligations | $14,865 | $4,369 | $10,496 | | Purchase obligations | $80,148 | $12,327 | $67,821 | | Total | $95,013 | $16,696 | $78,317 | [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=44&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) JFrog faces foreign currency and interest rate risks, partially mitigated by hedging, with inflation not yet material - JFrog's primary foreign currency exposure is to the exchange rate movements of the U.S. dollar against the New Israeli Shekel (NIS), as a significant portion of operating costs in Israel are NIS-denominated[150](index=150&type=chunk) - The company utilizes foreign currency forward and option contracts to hedge against foreign exchange risks, with a hypothetical **10%** change in exchange rates not materially impacting results for the reported periods after considering hedging programs[151](index=151&type=chunk) - As of June 30, 2025, cash, cash equivalents, and short-term investments totaled **$611,700 thousand**, primarily denominated in U.S. dollars, and a hypothetical **1%** increase in interest rates would not materially affect their fair value[154](index=154&type=chunk) - Inflation has not had a material effect on the business, but sustained inflationary pressures on costs could harm financial condition if not offset by price increases[155](index=155&type=chunk) [Item 4. Controls and Procedures](index=45&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded JFrog's disclosure controls were effective as of June 30, 2025, with no material changes in internal control - Management, including the CEO and CFO, concluded that disclosure controls and procedures were effective at a reasonable assurance level as of June 30, 2025[157](index=157&type=chunk) - No changes in internal control over financial reporting materially affected, or are reasonably likely to materially affect, internal control over financial reporting during the period[158](index=158&type=chunk) - The effectiveness of any internal control system is subject to inherent limitations, providing reasonable, not absolute, assurance[159](index=159&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=46&type=section&id=Item%201.%20Legal%20Proceedings) JFrog is unaware of any legal proceedings that would materially adversely affect its business or financial position - JFrog is not currently aware of any legal proceedings that would have a material adverse effect on its business, financial position, results of operations, or cash flows[66](index=66&type=chunk)[161](index=161&type=chunk) [Item 1A. Risk Factors](index=46&type=section&id=Item%201A.%20Risk%20Factors) JFrog faces risks from growth, competition, customer/personnel reliance, product defects, geopolitical tensions, and AI regulations - JFrog has experienced significant growth, with total revenues growing **23%** for both the three and six months ended June 30, 2025, and employee headcount increasing from approximately **1,400** to **1,600** employees from December 31, 2023, to December 31, 2024[165](index=165&type=chunk) - The company has a history of losses, with net losses of **$69,200 thousand**, **$61,300 thousand**, and **$90,200 thousand** in 2024, 2023, and 2022, respectively, and may not achieve consistent profitability due to substantial increases in operating expenses[174](index=174&type=chunk) - JFrog faces intense competition in a highly fragmented and rapidly evolving market, with competitors often possessing greater financial and technical resources[179](index=179&type=chunk)[182](index=182&type=chunk) - The business is highly dependent on customer renewals and the ability to expand sales to existing customers, which can fluctuate due to various factors including satisfaction, pricing, and economic conditions[185](index=185&type=chunk)[188](index=188&type=chunk) - Reliance on key executive officers and highly skilled employees, particularly in engineering and sales, poses a risk due to intense competition for talent and high attrition rates[191](index=191&type=chunk)[193](index=193&type=chunk) - The company depends on strategic relationships with third parties, including public cloud providers (AWS, Microsoft Azure, Google Cloud) and channel partners, and any failure to maintain or expand these relationships could harm results[196](index=196&type=chunk)[200](index=200&type=chunk) - A limited-functionality version of JFrog Artifactory is available under an open source license (AGPL), which could negatively affect monetization and intellectual property protection[202](index=202&type=chunk)[204](index=204&type=chunk) - Products are complex and may contain defects or security vulnerabilities, leading to potential liability, revenue loss, and reputational damage, especially as use expands to more sensitive applications[209](index=209&type=chunk) - Unfavorable economic conditions, such as inflation and recession, may adversely affect business by reducing enterprise IT spending and demand for products[229](index=229&type=chunk)[230](index=230&type=chunk) - Issues in the development and use of AI technologies, combined with an uncertain regulatory environment (e.g., EU AI Act), may result in reputational harm, liability, or increased operating costs[242](index=242&type=chunk)[243](index=243&type=chunk)[244](index=244&type=chunk) - Failure to protect proprietary technology and intellectual property rights, including challenges from open source software use and potential litigation, could substantially harm the business[247](index=247&type=chunk)[253](index=253&type=chunk)[259](index=259&type=chunk) - The company is subject to stringent and changing laws and regulations related to privacy, data protection, and cybersecurity, with actual or perceived failures to comply potentially leading to significant liabilities and reputational harm[269](index=269&type=chunk)[271](index=271&type=chunk) - International operations and expansion expose JFrog to risks including managing a distributed workforce, differing labor regulations, and compliance with various global laws, particularly in Israel, the EU, India, and China[278](index=278&type=chunk)[283](index=283&type=chunk) - Geopolitical tensions, including the conflicts in the Middle East (Israel, Hamas, Hezbollah, Iran) and the Russia-Ukraine war, pose risks to operations, economic stability, and employee availability, particularly given JFrog's significant R&D presence in Israel[317](index=317&type=chunk)[318](index=318&type=chunk)[319](index=319&type=chunk)[320](index=320&type=chunk)[321](index=321&type=chunk) - The market price of JFrog's ordinary shares may be volatile due to various factors, including operating performance, competition, and geopolitical events, and the concentration of insider ownership (**21%** as of June 30, 2025) may limit other shareholders' influence[302](index=302&type=chunk)[304](index=304&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=95&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales of equity securities or use of proceeds were reported for the period - No unregistered sales of equity securities or use of proceeds were reported for the period[343](index=343&type=chunk) [Item 3. Default Upon Senior Securities](index=95&type=section&id=Item%203.%20Default%20Upon%20Senior%20Securities) This item is not applicable for the reporting period, indicating no defaults upon senior securities - This item is not applicable[344](index=344&type=chunk) [Item 4. Mine Safety Disclosures](index=95&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable for the reporting period, indicating no mine safety disclosures - This item is not applicable[345](index=345&type=chunk) [Item 5. Other Information](index=95&type=section&id=Item%205.%20Other%20Information) CFO and a board member adopted Rule 10b5-1 trading arrangements for ordinary share sales during Q2 2025 - On May 16, 2025, CFO Eduard Grabscheid adopted a Rule 10b5-1 trading arrangement for the sale of up to **98,842** ordinary shares, terminating by June 30, 2026[346](index=346&type=chunk) - On May 29, 2025, board member Yvonne Wassenaar adopted a Rule 10b5-1 trading arrangement for the sale of up to **10,172** ordinary shares, terminating by June 5, 2026[347](index=347&type=chunk) - No other officers or directors adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the three months ended June 30, 2025[348](index=348&type=chunk) [Item 6. Exhibits](index=96&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including officer certifications and XBRL documents - Includes certifications of the Principal Executive Officer (Exhibit **31.1**, **32.1**) and Principal Financial Officer (Exhibit **31.2**, **32.2**) as required by the Securities Exchange Act and Sarbanes-Oxley Act[352](index=352&type=chunk)[353](index=353&type=chunk) - Contains Inline XBRL Instance Document, Taxonomy Extension Schema Document, and Cover Page Interactive Data File[352](index=352&type=chunk) [Signatures](index=97&type=section&id=Signatures) The report was duly signed on August 8, 2025, by the Chief Executive Officer and Chief Financial Officer - The report was signed by Shlomi Ben Haim, Chief Executive Officer, on August 8, 2025[357](index=357&type=chunk) - The report was signed by Eduard Grabscheid, Chief Financial Officer, on August 8, 2025[357](index=357&type=chunk)