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BullFrog AI Holdings, Inc.

For the period ended Apr 30, 2026. Filed Apr 30, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 30, 2026 · Filed Apr 30, 2026

BFRG$0.52+5.1%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant☒
Filed by a Party other than the Registrant☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Pursuant to §240.14a-12

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒No fee required.
☐Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
☐Fee paid previously with preliminary materials.

April 30, 2026

Dear Stockholder:

On behalf of the Board of Directors of BullFrog AI Holdings, Inc. (the “Company” or “we”), I am pleased to invite you to attend our Virtual Annual Meeting of Stockholders to be held on Thursday, June 11, 2026, at 10:00 a.m. Eastern Time (the “Annual Meeting”). To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/BFRG2026, you must enter the control number found on your proxy card, voting instruction form or notice you previously received. You may vote during the Annual Meeting by following the instructions available on the meeting website during the meeting. We hope you can join us.

As of April 20, 2026, the Company had 18,530,865 shares of common stock outstanding. Only shareholders of record as of the close of business on April 20, 2026 are entitled to receive notice of, to attend, and to vote at, the Annual Meeting.

To conserve environmental resources and prevent unnecessary corporate expense, we are using the “Notice and Access” method of providing proxy materials to you via the Internet pursuant to the regulations promulgated by the U.S. Securities and Exchange Commission (“SEC”). We believe this process will provide you with a safe, convenient and efficient way to access your proxy materials and vote your shares. On or about April 30. 2026, we will mail to our stockholders a one-page Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access the Proxy Statement and vote electronically via the Internet or by telephone. The Notice will also contain instructions on how to receive a paper copy of your proxy materials. In addition to the Proxy Statement, we have also included a copy of our Annual Report on Form 10-K for our fiscal year ended December 31, 2025, filed with the SEC on March 19, 2026, which we encourage you to read. It includes our audited financial statements and provides important information about our business.

Your vote is very important to us. Whether or not you can attend the meeting, please read the attached proxy statement. When you have done so, pleasemark your vote on the proxy card,**sign and date the proxy card, and return it to us.**Alternatively, you may cast your vote by telephone, or through the Internet. Instructions for voting by telephone or through the Internet are included with your proxy. Please act promptly by voting your shares by telephone or via the Internet. Our Board of Directors has approved the proposals set forth in the Proxy Statement and we recommend that you vote in favor of each such proposal.

Thank you for your continued interest in BullFrog AI Holdings, Inc. If you have any questions about the proxy statement, please contact us at BullFrog AI Holdings, Inc., 325 Ellington Blvd., Unit 317, Gaithersburg, MD 20878.

Sincerely,

/s/ Vininder Singh

Vininder Singh

Chairman of the Board

TABLE OF CONTENTS

Page
NOTICE OF ANNUAL MEETING OF STOCKHOLDERSii
PROXY STATEMENT1
PROPOSAL 1 — ELECTION OF DIRECTORS5
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT8
EXECUTIVE COMPENSATION9
EXECUTIVE COMPENSATION TABLES9
DIRECTOR COMPENSATION10
PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL12
CORPORATE GOVERNANCE13
PROPOSAL TWO — RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM19
REPORT OF THE AUDIT COMMITTEE20
STOCKHOLDER PROPOSALS21
OTHER MATTERS21

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.