JFrog Ltd. Ordinary Shares

Customer and revenue · Revenue concentration in specific products or segments

JFrog Artifactory is at the center of our platform and any decline in demand for JFrog Artifactory occasioned by malfunction, inferior performance, increased competition, or otherwise, will impact our business, results of operations and financial condition.

Market position and competition · Disruptive competitors and new market entrants

Furthermore, we expect that our industry will continue to attract new companies, including smaller emerging companies, which could introduce new offerings.

Customer and revenue · Customer concentration and key customer dependence

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 December 31, 2025, 1,168 of our customers had ARR of $100,000 or more, increasing from 1,018 customers as of December 31, 2024, and 74 of our customers had ARR of $1,000,000 or more, increasing from 52 customers as of December 31, 2024.

Market position and competition · Pricing pressure and margin compression

The sales prices for our products may fluctuate or decline for a variety of reasons, including competitive pricing pressures, discounts, anticipation of the introduction of new products, or promotional programs. Competition continues to increase in the market segments in which we participate, and we expect competition to further increase in the future, thereby leading to increased pricing pressures.

Innovation and product development · Intellectual property protection and infringement

Failure to protect our proprietary technology and intellectual property rights could substantially harm our business and results of operations. Our success depends to a significant degree on our ability to protect our proprietary technology, methodologies, know-how, and brand.

Innovation and product development · Product development and randd investment risks

If we are not able to keep pace with technological and competitive developments or fail to integrate our products with a variety of technologies that are developed by others, our products may become less marketable, less competitive, or obsolete, and our results of operations may be adversely affected.

Project and contract management · Service level and performance guarantees

We provide service-level commitments under our subscription agreements. If we fail to meet these or materially breach other contractual commitments, we could face liabilities or subscription termination with refunds of prepaid amounts, which would decrease our revenue and harm our business, financial condition, and results of operations.

Human capital and workforce · Talent acquisition and retention

We depend on our executive officers and other key employees, and the loss of one or more of these employees or an inability to attract and retain highly skilled employees could harm our business. Our future success depends, in part, on our ability to continue to attract and retain key executives and other highly skilled personnel.

Human capital and workforce · Key personnel dependence and succession

Our future performance also depends on the continued services and continuing contributions of our senior management to execute on our business plan and to identify and pursue new opportunities and product innovations. The loss of services of senior management could significantly delay or prevent the achievement of our development and strategic objectives, which could adversely affect our business, financial condition, and results of operations.

Core operations · Quality control and product defects

A real or perceived defect, security vulnerability, error, or performance failure in our platform could cause us to lose revenue, expose us to liability, and damage our reputation. Our products are inherently complex and, despite extensive testing and quality control, have in the past and may in the future contain defects or errors, or security vulnerabilities.

Stakeholder relations · Employee engagement and culture

Our corporate culture has contributed to our success, and if we cannot maintain this culture as we grow, we could lose the innovation, creativity, and entrepreneurial spirit we have worked to foster, which could harm our business.

Reputation and brand · Esg environmental social governance performance

Expectations of our performance relating to sustainability and governance factors may impose additional costs and expose us to new risks. We have undertaken and expect to continue to undertake certain sustainability and governance-related initiatives, goals, and commitments, which we have communicated on our website, in our SEC filings, and elsewhere.

Industry regulation · Regulatory compliance and changes

We are subject to various governmental export controls, trade sanctions, and import laws and regulations that could impair our ability to compete in international markets or subject us to liability if we violate these controls.

Legal and litigation · Intellectual property disputes

We could incur substantial costs as a result of any claim of infringement, misappropriation, or violation of another party's intellectual property rights. In recent years, there has been significant litigation involving patents and other intellectual property rights in the software industry.

Legal and litigation · Litigation and legal proceedings

We could incur substantial costs as a result of any claim of infringement, misappropriation, or violation of another party's intellectual property rights. If we sue to enforce our rights or are sued by a third party that claims that our products infringe, misappropriate, or violate their rights, the litigation could be expensive, time-consuming and could divert our management and other employee resources.

International and currency · International operations and emerging markets

Our international operations and expansion expose us to risks. Our primary research and development operations are located in Israel. As of December 31, 2025, we had customers located in over 90 countries, and our strategy is to continue to expand internationally.

International and currency · Foreign exchange and currency exposure

We are exposed to fluctuations in currency exchange rates, which could negatively affect our financial condition and results of operations. Our functional currency is the U.S. dollar and our revenue and expenses are primarily denominated in U.S. dollars. However, a significant portion of our headcount related expenses, consisting principally of salaries and related personnel expenses as well as leases and certain other operating expenses, are denominated in NIS.

Technology infrastructure · Cloud services and data center operations

In the event that our agreements with our public cloud providers are terminated, or there is a lapse of service, elimination of services or features that we utilize, interruption of internet service provider connectivity, or damage to such facilities, we could experience interruptions in access to our platform as well as significant delays and additional expense in arranging or creating new facilities and services and/or re-architecting our cloud solution for deployment on a different cloud infrastructure service provider.

Digital transformation and innovation · Artificial intelligence and automation

Issues in the development and use of AI, combined with an uncertain regulatory environment, may result in reputational harm, liability, or other adverse consequences to our business operations. We have deployed AI and ML technologies in our products and business, including developing new features utilizing AI technologies.

Digital transformation and innovation · Technology obsolescence and evolution

For example, AI and ML may change the way our industry operates, and businesses that are slow to adopt or fail to adopt these new technologies may face a competitive disadvantage.