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JFrog Ltd

For the period ended Sep 30, 2026. Filed Nov 6, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Nov 6, 2026

FROG$100.98+35.3%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-06-30; filed 2026-08-07.

0001193125-26-340294

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-09-30; filed 2026-11-06.

0001193125-26-451981

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 104 previous paragraphs and 104 current paragraphs.

73 unchanged; 27 reworded; 4 added; 4 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 24 previous and 25 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (4)

Current report

In October 2023, Hamas militants and members of other terrorist organizations crossed Israel’s southern border from the Gaza Strip and carried out attacks against civilian and military targets. Hezbollah also launched attacks against Israel across its northern border. These events escalated into a broader regional conflict involving, among others, Iran and its proxies, Israel and the United States. The conflict has been characterized by periods of intensified hostilities, ceasefire arrangements and renewed attacks. Despite efforts to de-escalate the conflict, the regional security situation remains volatile and subject to further escalation.

Current report

(4) Includes acquisition-related refundable research and development tax credits as follows:

Current report

Comparison of the Nine Months Ended September 30, 2026 and 2025

Current report

Sales and marketing expense increased for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The increase was primarily attributable to an increase of $13.3 million in personnel-related expenses mainly as a result of increased headcount and an increase of $5.3 million in amortization of deferred contract acquisition costs driven by the cumulative impact of higher capitalized sales commissions from sales growth.
Removed paragraphs (4)

Previous report

On October 7, 2023, Hamas militants and members of other terrorist organizations infiltrated Israel’s southern border from the Gaza Strip and conducted a series of terror attacks on civilian and military targets. Following the attack, Israel declared war against Hamas and commenced a military campaign against these terrorist organizations. Israel has also been involved in military conflicts with Hezbollah, a terrorist organization based in Lebanon, and Iran, both directly and through proxies such as the Houthi movement in Yemen. In October 2025, a ceasefire agreement was reached between Israel and Hamas, leading to a cessation of direct military activities between these parties. In June 2025, following intelligence assessments indicating imminent attacks, Israel conducted strikes against Iranian military and nuclear infrastructure together with the United States, which led to Iranian counterattacks before a ceasefire was reached on June 24, 2025, after 12 days of hostilities. On February 28, 2026, Israel and the United States launched a second, larger-scale offensive against Iran. Iran retaliated with sustained attacks across the Middle East and was joined by renewed Hezbollah attacks on Israel. On April 8, 2026, a temporary ceasefire agreement was reached, resulting in a cessation of military activities. Since then, however, there have been mutual attacks between Iran and the United States, indicating that the situation remains volatile and subject to further escalation.

Previous report

Sales and marketing expense increased for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was primarily attributable to an increase of $9.2 million in personnel-related expenses mainly as a result of increased headcount and an increase of $2.0 million in commissions, partially offset by a decrease of $2.0 million in intangible amortization due to certain intangibles becoming fully amortized.

Previous report

As of June 30, 2026, we had an additional commitment of $122.2 million under an operating lease for office space that we occupied beginning in July 2026 and has a lease term of 10 years.
Reworded paragraphs (27)

Previous wording

We generate revenue from the sale of subscriptions to customers. We offer subscription tiers for self-managed deployments, where our customers deploy and manage our products across their public cloud, on-premises, private cloud, or hybrid environments, as well as JFrog-managed public cloud deployments, which we refer to as our SaaS subscriptions. Revenue from SaaS subscriptions contributed 53% and 52% of our total revenue for the three and six months ended June 30, 2026, respectively, compared to 45% and 44% for the corresponding periods in 2025, respectively.

Current wording

We generate revenue from the sale of subscriptions to customers. We offer subscription tiers for self-managed deployments, where our customers deploy and manage our products across their public cloud, on-premises, private cloud, or hybrid environments, as well as JFrog-managed public cloud deployments, which we refer to as our SaaS subscriptions. Revenue from SaaS subscriptions contributed 57% and 54% of our total revenue for the three and nine months ended September 30, 2026, respectively, compared to 46% and 45% for the corresponding periods in 2025, respectively.

Previous wording

Our self-managed subscriptions are offered on an annual and multi-year basis, and our SaaS subscriptions are offered on a monthly, annual, and multi-year basis. Revenue from Enterprise Plus subscription represented approximately 59% of our total revenue for the three and six months ended June 30, 2026, respectively, compared to approximately 55% for each of the corresponding periods in 2025. The growth in revenue from our Enterprise Plus subscription demonstrates the increased demand for our end-to-end solutions for customers’ entire software supply chain management.

Current wording

Our self-managed subscriptions are offered on an annual and multi-year basis, and our SaaS subscriptions are offered on a monthly, annual, and multi-year basis. Revenue from Enterprise Plus subscription represented approximately 61% and 59% of our total revenue for the three and nine months ended September 30, 2026, respectively, compared to approximately 56% and 55%, respectively, for the corresponding periods in 2025. The growth in revenue from our Enterprise Plus subscription demonstrates the increased demand for our end-to-end solutions for customers’ entire software supply chain management.

Previous wording

We generated revenue of $163.8 million and $127.2 million for the three months ended June 30, 2026 and 2025, respectively, representing 29% growth, and $317.7 million and $249.6 million for the six months ended June 30, 2026 and 2025, respectively, representing 27% growth. We have continued to invest in our business and had a net loss of $4.2 million and $21.7 million for the three months ended June 30, 2026 and 2025, respectively, and $12.4 million and $40.2 million for the six months ended June 30, 2026 and 2025, respectively.

Current wording

We generated revenue of $179.2 million and $136.9 million for the three months ended September 30, 2026 and 2025, respectively, representing 31% growth, and $496.9 million and $386.5 million for the nine months ended September 30, 2026 and 2025, respectively, representing 29% growth. We generated net income of $6.6 million for the three months ended September 30, 2026, compared to a net loss of $16.4 million for the three months ended September 30, 2025. We had a net loss of $5.9 million and $56.6 million for the nine months ended September 30, 2026 and 2025, respectively.

Previous wording

We quantify our expansion across existing customers through our net dollar retention rate. Our net dollar retention rate compares our annual recurring revenue (“ARR”) from the same set of customers across comparable periods. We define ARR as the annualized revenue run-rate of subscription agreements from all customers as of the last month of the quarter. The ARR includes monthly subscription customers so long as we generate revenue from these customers. We annualize our monthly subscriptions by taking the revenue we would contractually expect to receive from such customers in a given month and multiplying it by 12. We calculate net dollar retention rate by first identifying customers (the “Base Customers”), which were customers in the last month of a particular quarter (the “Base Quarter”). We then calculate the contracted ARR from these Base Customers in the last month of the same quarter of the subsequent year (the “Comparison Quarter”). This calculation captures upsells, contraction, and attrition since the Base Quarter. We then divide total Comparison Quarter ARR by total Base Quarter ARR for Base Customers. Our net dollar retention rate in a particular quarter is obtained by averaging the result from that particular quarter with the corresponding results from each of the prior three quarters. Our net dollar retention rate may fluctuate as a result of a number of factors, including the level of penetration within our customer base, expansion of products and features, and our ability to retain our customers. As of June 30, 2026 and 2025, our net dollar retention rate was 121% and 118%, respectively. We expect our net dollar retention rate to remain relatively stable, with minor fluctuations around current levels.

Current wording

We quantify our expansion across existing customers through our net dollar retention rate. Our net dollar retention rate compares our annual recurring revenue (“ARR”) from the same set of customers across comparable periods. We define ARR as the annualized revenue run-rate of subscription agreements from all customers as of the last month of the quarter. The ARR includes monthly subscription customers so long as we generate revenue from these customers. We annualize our monthly subscriptions by taking the revenue we would contractually expect to receive from such customers in a given month and multiplying it by 12. We calculate net dollar retention rate by first identifying customers (the “Base Customers”), which were customers in the last month of a particular quarter (the “Base Quarter”). We then calculate the contracted ARR from these Base Customers in the last month of the same quarter of the subsequent year (the “Comparison Quarter”). This calculation captures upsells, contraction, and attrition since the Base Quarter. We then divide total Comparison Quarter ARR by total Base Quarter ARR for Base Customers. Our net dollar retention rate in a particular quarter is obtained by averaging the result from that particular quarter with the corresponding results from each of the prior three quarters. Our net dollar retention rate may fluctuate as a result of a number of factors, including the level of penetration within our customer base, expansion of products and features, and our ability to retain our customers. As of September 30, 2026 and 2025, our net dollar retention rate was 124% and 118%, respectively. We expect our net dollar retention rate to remain relatively stable, with minor fluctuations around current levels.

Previous wording

We focus on growing the number of large customers as a measure of our ability to scale with our customers and attract larger organizations to adopt our products. As of June 30, 2026, 1,291 of our customers had ARR of $100,000 or more, increasing from 1,168 customers as of December 31, 2025. We had 97 customers with ARR of at least $1.0 million as of June 30, 2026, increasing from 74 customers as of December 31, 2025.

Current wording

We focus on growing the number of large customers as a measure of our ability to scale with our customers and attract larger organizations to adopt our products. As of September 30, 2026, 1,357 of our customers had ARR of $100,000 or more, increasing from 1,168 customers as of December 31, 2025. We had 112 customers with ARR of at least $1.0 million as of September 30, 2026, increasing from 74 customers as of December 31, 2025.

Previous wording

Sales and marketing expenses primarily consist of personnel-related expenses, share-based compensation expenses, sales commissions, public cloud infrastructure costs associated with our free trials and open source software options, and costs associated with marketing programs and user events. Marketing programs include advertising, promotional events, and brand-building activities. We plan to increase our investment in sales and marketing over the foreseeable future, as we continue to hire additional personnel and invest in sales and marketing programs.

Current wording

Sales and marketing expenses primarily consist of personnel-related expenses, share-based compensation expenses, sales commissions, amortization of deferred contract acquisition costs, public cloud infrastructure costs associated with our free trials and open source software options, and costs associated with marketing programs and user events. Marketing programs include advertising, promotional events, and brand-building activities. We plan to increase our investment in sales and marketing over the foreseeable future, as we continue to hire additional personnel and invest in sales and marketing programs.

Previous wording

The increase in total subscription revenue for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 consisted of approximately $30.3 million in growth from existing customers and the remaining attributable to new customers.

Current wording

The increase in total subscription revenue for the three months ended September 30, 2026 compared to the three months ended September 30, 2025 consisted of approximately $35.1 million in growth from existing customers, with the remainder attributable to new customers.

Previous wording

Total cost of revenue increased for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was primarily attributable to an increase of $6.2 million in third-party hosting costs mainly driven by increased revenue from SaaS subscriptions and an increase of $2.9 million in personnel-related expenses mainly as a result of increased headcount.

Current wording

Total cost of revenue increased for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The increase was primarily attributable to an increase of $5.3 million in third-party hosting costs mainly driven by increased revenue from SaaS subscriptions and an increase of $1.2 million in personnel-related expenses mainly as a result of increased headcount, partially offset by a decrease of $1.7 million in intangible amortization as certain intangibles became fully amortized.

Previous wording

Gross margin increased for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily due to revenue growth with improved operating leverage.

Current wording

Gross margin increased for the three months ended September 30, 2026 compared to the three months ended September 30, 2025, primarily due to revenue growth with improved operating leverage and lower intangible amortization, partially offset by higher third-party hosting costs.

Previous wording

Research and development expense increased for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was primarily attributable to an increase of $13.3 million in personnel-related expenses mainly as a result of increased headcount and an increase of $3.8 million in costs for third-party software, development environment, and engineering tools, partially offset by $1.5 million refundable tax credits commencing in 2026.

Current wording

Research and development expense increased for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The increase was primarily attributable to an increase of $5.2 million in personnel-related expenses mainly as a result of increased headcount, an increase of $3.2 million in costs for third-party software, development environment, and engineering tools, and an increase of $2.1 million in allocated facility costs primarily due to the commencement of a new office lease, partially offset by $4.8 million refundable tax credits commencing in 2026.

Previous wording

Sales and marketing expense increased for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily attributable to an increase of $4.9 million in personnel-related expenses mainly as a result of increased headcount.

Current wording

Sales and marketing expense increased for the three months ended September 30, 2026 compared to the three months ended September 30, 2025, primarily attributable to an increase of $4.1 million in personnel-related expenses mainly as a result of increased headcount and an increase of $2.2 million in amortization of deferred contract acquisition costs driven by the cumulative impact of higher capitalized sales commissions from sales growth.

Previous wording

General and administrative expense increased for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase was primarily attributable to an increase of $2.7 million in share-based compensation expense as discussed in the section titled “Share-Based Compensation Expense” below and an increase of $2.3 million in personnel-related expenses mainly as a result of increased headcount.

Current wording

General and administrative expense increased for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The increase was primarily attributable to an increase of $2.1 million in share-based compensation expense as discussed in the section titled “Share-Based Compensation Expense” below and an increase of $2.0 million in personnel-related expenses mainly as a result of increased headcount.

Previous wording

The increase in total subscription revenue for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 consisted of approximately $58.0 million in growth from existing customers and the remaining attributable to new customers.

Current wording

The increase in total subscription revenue for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 consisted of approximately $96.3 million in growth from existing customers, with the remainder attributable to new customers.

Previous wording

Total cost of revenue increased for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase was primarily attributable to an increase of $4.2 million in third-party hosting costs mainly driven by increased revenue from SaaS subscriptions and an increase of $1.4 million in personnel-related expenses mainly as a result of increased headcount.

Current wording

Total cost of revenue increased for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The increase was primarily attributable to an increase of $11.5 million in third-party hosting costs mainly driven by increased revenue from SaaS subscriptions and an increase of $4.1 million in personnel-related expenses mainly as a result of increased headcount.

Previous wording

Gross margin increased for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily due to revenue growth with improved operating leverage.

Current wording

Gross margin increased for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, primarily due to revenue growth with improved operating leverage and lower intangible amortization resulting as certain intangibles became fully amortized, partially offset by higher third-party hosting costs.

Previous wording

Research and development expense increased for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase was primarily attributable to an increase of $6.1 million in personnel-related expenses mainly as a result of increased headcount and an increase of $2.3 million in costs for third-party software, development environment, and engineering tools, partially offset by $1.5 million refundable tax credits commencing in 2026.

Current wording

Research and development expense increased for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The increase was primarily attributable to an increase of $18.5 million in personnel-related expenses mainly as a result of increased headcount and an increase of $7.0 million in costs for third-party software, development environment, and engineering tools, partially offset by $6.3 million refundable tax credits commencing in 2026.

Previous wording

General and administrative expense increased for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was primarily attributable to an increase of $5.3 million in share-based compensation expense as discussed in the section titled “Share-Based Compensation Expense” below and an increase of $4.3 million in personnel-related expenses mainly as a result of increased headcount.

Current wording

General and administrative expense increased for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The increase was primarily attributable to an increase of $7.4 million in share-based compensation expense as discussed in the section titled “Share-Based Compensation Expense” below and an increase of $6.2 million in personnel-related expenses mainly as a result of increased headcount.

Previous wording

Share-based compensation expenses increased for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily within general and administrative expenses. The increase was attributable to equity awards granted to new and existing employees and an increased allocation to general and administrative functions.

Current wording

Share-based compensation expenses increased for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, primarily within general and administrative expenses. The increase was attributable to equity awards granted to new and existing employees and an increased allocation to general and administrative functions.

Previous wording

Interest and other income, net increased for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily due to higher interest income on short-term investments as a result of higher investment balances.

Current wording

Interest and other income, net increased for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, primarily due to higher interest income on short-term investments as a result of higher investment balances.

Previous wording

As of June 30, 2026, our principal sources of liquidity were cash, cash equivalents, and short-term investments of $824.5 million. Cash and cash equivalents primarily consist of cash in banks and money market funds. Short-term investments generally consist of bank deposits, certificates of deposit, commercial paper, corporate debt securities, municipal securities, and government and agency debt. We believe our existing cash, cash equivalents, and short-term investments, together with cash provided by operations, will be sufficient to meet our needs for the next 12 months, as well as in the long-term.

Current wording

As of September 30, 2026, our principal sources of liquidity were cash, cash equivalents, and short-term investments of $880.9 million. Cash and cash equivalents primarily consist of cash in banks and money market funds. Short-term investments generally consist of bank deposits, certificates of deposit, commercial paper, corporate debt securities, municipal securities, and government and agency debt. We believe our existing cash, cash equivalents, and short-term investments, together with cash provided by operations, will be sufficient to meet our needs for the next 12 months, as well as in the long-term.

Previous wording

Net cash provided by operating activities of $95.4 million for the six months ended June 30, 2026 was related to our net loss of $12.4 million adjusted for non-cash charges of $93.1 million, including share-based compensation expense of $79.2 million and depreciation and amortization expense of $11.1 million, and changes in our operating assets and liabilities of $14.7 million. Changes in our operating assets and liabilities were primarily related to an increase of $43.8 million in deferred revenue and an increase of $16.3 million in accrued expense and other liabilities mainly due to accrued compensation and benefits, accrued acquisition-related compensation, and incentives received in connection with a lease that has not commenced. The inflows were partially offset by an increase of $15.9 million in accounts receivable, an increase of $10.6 million in deferred contract acquisition costs, an increase of $8.5 million in prepaid expenses and other assets mainly due to timing of payments for software subscriptions and hosting services, and a decrease of $6.1 million in accounts payable due to timing of payments. The increases in deferred revenue, accounts receivable, and deferred contract acquisition costs were driven by higher sales.

Current wording

Net cash provided by operating activities of $164.7 million for the nine months ended September 30, 2026 was related to our net loss of $5.9 million adjusted for non-cash charges of $139.4 million, including share-based compensation expense of $121.0 million and depreciation and amortization expense of $15.1 million, and changes in our operating assets and liabilities of $31.2 million. Changes in our operating assets and liabilities were primarily related to an increase of $80.6 million in deferred revenue, partially offset by an increase of $24.3 million in deferred contract acquisition costs, an increase of $17.0 million in accounts receivable, and an increase of $14.3 million in prepaid expenses and other assets mainly due to receivables related to refundable tax credits and income tax refunds as well as prepayment for hosting services. The increases in deferred revenue, accounts receivable, and deferred contract acquisition costs were driven by higher sales.

Previous wording

Net cash provided by operating activities of $64.9 million for the six months ended June 30, 2025 was related to our net loss of $40.2 million adjusted for non-cash charges of $89.0 million, including share-based compensation expense of $74.9 million and depreciation and amortization expense of $13.3 million, and changes in our operating assets and liabilities of $16.0 million. Changes in our operating assets and liabilities were primarily related to an increase of $9.5 million in accrued expense and other liabilities mainly due to accrued compensation and benefits and accrued acquisition-related compensation, a decrease of $7.7 million in accounts receivable due to timing of collection, and an increase of $7.6 million in deferred revenue. The inflows were partially offset by a decrease of $4.3 million in operating lease liabilities as a result of payments, and an increase of $3.1 million in deferred contract acquisition costs. The increases in deferred revenue and deferred contract acquisition costs were driven by higher sales.

Current wording

Net cash provided by operating activities of $95.0 million for the nine months ended September 30, 2025 was related to our net loss of $56.6 million adjusted for non-cash charges of $136.2 million, including share-based compensation expense of $115.7 million and depreciation and amortization expense of $18.9 million, and changes in our operating assets and liabilities of $15.4 million. Changes in our operating assets and liabilities were primarily related to an increase of $34.5 million in deferred revenue and an increase of $6.7 million in accounts payable due to timing of payments. The inflows were partially offset by an increase of $13.9 million in accounts receivable, an increase of $6.7 million in deferred contract acquisition costs, and a decrease of $6.6 million in operating lease liabilities as a result of payments. The increases in accounts receivable, deferred revenue, and deferred contract acquisition costs were driven by higher sales.

Previous wording

Net cash used in investing activities of $103.1 million for the six months ended June 30, 2026 consisted primarily of net purchases of short-term investments of $98.8 million.

Current wording

Net cash used in investing activities of $185.5 million for the nine months ended September 30, 2026 consisted primarily of net purchases of short-term investments of $178.3 million.

Previous wording

Net cash used in investing activities of $85.3 million for the six months ended June 30, 2025 consisted primarily of net purchases of short-term investments of $84.1 million.

Current wording

Net cash used in investing activities of $96.8 million for the nine months ended September 30, 2025 consisted primarily of net purchases of short-term investments of $94.1 million.

Previous wording

Net cash provided by financing activities of $28.9 million for the six months ended June 30, 2026 consisted primarily of net proceeds from employee equity transactions to be remitted to tax authorities or refunded to employees of $18.0 million and proceeds from employee share purchases under our ESPP of $8.2 million.

Current wording

Net cash provided by financing activities of $20.5 million for the nine months ended September 30, 2026 consisted primarily of proceeds from employee share purchases under our ESPP of $14.7 million and proceeds from exercise of share options of $5.9 million.

Previous wording

Net cash provided by financing activities of $21.1 million for the six months ended June 30, 2025 consisted of net proceeds from employee equity transactions to be remitted to tax authorities or refunded to employees of $7.9 million, proceeds from exercise of share options of $6.9 million, and proceeds from employee share purchases under our ESPP of $6.3 million.

Current wording

Net cash provided by financing activities of $29.2 million for the nine months ended September 30, 2025 consisted of proceeds from employee share purchases under our ESPP of $11.9 million, proceeds from exercise of share options of $10.0 million, and net proceeds from employee equity transactions to be remitted to tax authorities of $7.3 million.

Previous wording

Our critical accounting policies and estimates were disclosed in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report. There have been no significant changes to these policies and estimates during the six months ended June 30, 2026.

Current wording

Our critical accounting policies and estimates were disclosed in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report. There have been no significant changes to these policies and estimates during the nine months ended September 30, 2026.