IDT Insider Filing — 15,000 DSUs Grant May Convert to Up to 60,000 Shares

Rhea-AI Filing Summary

Marcelo Fischer, Chief Financial Officer of IDT Corporation, reported transactions on 09/18/2025. The filing shows a reported disposition of 64,513 shares of Class B common stock and an indirect beneficial ownership of 2,728 shares through a 401(k) plan as of August 31, 2025. Following the reported transactions, the filer holds 15,000 shares underlying newly granted deferred stock units (DSUs) directly.

The filing documents a grant of 15,000 DSUs on 09/18/2025 that vest ratably on 02/17/2026, 02/16/2027 and 02/15/2028, with possible deferral options. Each DSU converts into between 0.5 and 4.0 shares at vesting depending on market price, so total issuance on full vesting will be between 7,500 and 60,000 shares.

Positive

• Time‑based DSU grant aligns executive compensation with multi‑year performance through staged vesting.
• Deferral options allow the recipient to delay vesting on specified dates, indicating flexibility in compensation timing.

Negative

• Reported disposition of 64,513 Class B shares reduces the reporting person’s direct shareholdings.
• Potential dilution from DSU conversion ranges from 7,500 to 60,000 shares depending on future market prices.

Insights

Securities Analyst

TL;DR: Insider reported share disposition and a time‑based DSU grant that may convert to 7,500–60,000 Class B shares.

The Form 4 documents a reported disposition of 64,513 Class B shares and a contemporaneous grant of 15,000 DSUs to the CFO. The DSUs vest over three annual dates and include market‑price conversion multipliers (0.5–4.0 shares per DSU), creating variable future dilution between 7,500 and 60,000 shares if all DSUs vest and convert. The filing also notes 2,728 shares held indirectly via a 401(k) plan as of August 31, 2025. These are routine executive compensation movements rather than transactional trades for cash.

Compensation & Governance Specialist

TL;DR: The reported DSU structure ties long‑term pay to stock price with deferral options; vesting schedule is multi‑year.

The grant’s vesting schedule and conversion formula align executive incentives with long‑term equity performance, offering deferral elections prior to two of the vesting dates. The filing clearly specifies the grant price ($50.90) and the market‑price based conversion bands, which define the range of potential share issuance. This is a standard time‑based retention award disclosed under Section 16 rules.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

FISCHER MARCELO

(Last) (First) (Middle)

C/O IDT CORPORATION

520 BROAD STREET

(Street)

NEWARK NJ 07102

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
IDT CORP [ IDT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/18/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class B Common Stock, par value $.01 per share								64,513(1)	D
Class B Common Stock, par value $.01 per share								2,728(2)	I	By 401(k) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Deferred Stock Units	(3)	09/18/2025		A		15,000		(3)	02/15/2028	Class B Common Stock	15,000	$0	15,000	D

Explanation of Responses:

1. Consists of 10,271 fully vested shares of Restricted Stock and 54,242 shares of Class B Common Stock issued upon the vesting of DSUs.

2. As of August 31, 2025.

3. Represents grant of 15,000 DSUs vesting ratably on 2/17/2026, 2/16/2027 and 2/15/2028, with the recipient having the option on 1/19/2026 and 1/18/2027 to defer vesting to the next scheduled vesting. The number of shares of Class B common stock that will be issued depends on the Market Price on the applicable vesting date as compared to the Grant Price of the DSUs ($50.90), with no less than 0.5 shares (Market Price less than $25.45) and no more than 4.0 shares (Market Price greater than $101.80), to be issued for each DSU vested. Upon vesting of all of the DSUs, between 7,500 and 60,000 shares of Class B common stock will have been issued. "Market Price" for each vesting date will be the greater of (i) the closing price for the Class B common stock on the trading date immediately prior to such vesting date, and (ii) the average of the closing prices of the Class B common stock for the 20 trading days ending with the trading day immediately prior to such vesting date.

	Joyce J. Mason, by Power of Attorney	09/22/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did IDT insider Marcelo Fischer report on Form 4?

The Form 4 reports a disposition of 64,513 Class B shares and a grant of 15,000 DSUs on 09/18/2025.

How do the 15,000 DSUs granted to Marcelo Fischer convert to Class B shares?

Each DSU converts to between 0.5 and 4.0 shares at vesting depending on Market Price versus the DSU Grant Price of $50.90, so full conversion yields between 7,500 and 60,000 shares.

When do the DSUs vest?

The DSUs vest ratably on 02/17/2026, 02/16/2027, and 02/15/2028, with deferral election opportunities on 01/19/2026 and 01/18/2027.

Does Marcelo Fischer hold any shares indirectly?

Yes. The filing reports 2,728 Class B shares held indirectly through a 401(k) plan as of August 31, 2025.

What is the significance of the Grant Price stated in the filing?

The DSU Grant Price is $50.90, and it is used to determine the conversion multiplier (0.5–4.0) based on the Market Price at each vesting date.