JFrog Ltd 2025年季度报告

FORM10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 JFrog Ltd. (Exact name of Registrant as specified in its charter) 98-0680649(I.R.S. EmployerIdentification Number) 270 E. Caribbean DriveSunnyvale,California94089(408)329-1540 (Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject tosuch filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company,or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerginggrowth company” in Rule 12b-2 of the Exchange Act. ☐Accelerated filer☐Smaller reporting company ☒Large accelerated filer☐Non-accelerated filer☐Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying withany new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒As of July 31, 2025, the registrant had116,741,766ordinary shares, NIS 0.01 par value per share, outstanding. TABLE OFCONTENTS PART I.FINANCIAL INFORMATIONItem 1.Financial Statements (Unaudited)3Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 20243Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2025 and20244Condensed Consolidated Statements of Comprehensive Loss for the three and six months ended June 30,2025 and 20245Condensed Consolidated Statements of Shareholders’ Equity for the three and six months ended June 30,2025 and 20246Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 20248Notes to Condensed Consolidated Financial Statements9Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations23Item 3.Quantitative and Qualitative Disclosures About Market Risk35Item 4.Controls and Procedures36PART II.OTHER INFORMATIONItem 1.Legal Proceedings37Item 1A.Risk Factors37Item 2.Unregistered Sales of Equity Securities and Use of Proceeds71Item 3.Default Upon Senior Securities71Item 4.Mine Safety Disclosures71Item 5.Other Information71Item 6.Exhibits72Signatures73 NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the SecuritiesAct of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the“Exchange Act”), which statements involve substantial risks and uncertainties that could cause actual results to differ materiallyfrom those predicted. Forward-looking statements generally relate to future events or our future financial or operating performance.In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expect,”“plan,”“anticipate,”“could,”“intend,”“target,”“project,”“contemplate,”“believe,”“estimate,”“predict,”“potential,”or“continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, orintentions. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statementsabout: •our future financial performance, including our expectations regarding our revenue, cost of revenue, gross profit, operatingexpenses, operating cash flow and free cash flow, and our ability to achieve, and maintain, future profitability;•market acceptance of our products;•the effects of increased competition in our markets and our ability to compete effectively;•anticipated trends, growth rates and challenges in our business and in the markets in which we operate;•our ability to maintain and expand our customer base, including by attracting new customers;•our ability to successfully expand in our existing markets and into new markets;•our ability to ma