IDT Insider Filing: Pereira Granted DSUs, Reports Large Share Disposition

Rhea-AI Filing Summary

Bill Pereira, COO & President and a director of IDT Corp (IDT), reported transactions on Form 4 showing a grant of 15,000 deferred stock units (DSUs) on 09/18/2025 and the disposition of 84,433 shares of Class B common stock. The 15,000 DSUs vest ratably on 02/17/2026, 02/16/2027 and 02/15/2028, with deferral options and a variable share settlement ratio tied to the DSU grant price of $50.90, resulting in between 7,500 and 60,000 Class B shares upon full vesting. Following the reported transactions, Mr. Pereira directly disposed of 84,433 Class B shares and beneficially owns 3,434 Class B shares indirectly through a 401(k) plan as of the filing. The Form 4 was signed by Joyce J. Mason by power of attorney on 09/22/2025.

Insights

Securities Analyst

TL;DR: Insider reported a sizable DSU grant and a large disposition of Class B shares; vesting and variable settlement mechanics warrant monitoring.

The filing documents a grant of 15,000 DSUs to the reporting person which convert to Class B common stock on future vesting dates subject to a market‑price linked multiplier and a grant price of $50.90. The settlement range (0.5x to 4.0x) creates material variability in potential dilution between 7,500 and 60,000 shares. The contemporaneous disposal of 84,433 Class B shares is sizable in absolute terms relative to the share counts disclosed in this filing and reduces the reporting person's direct ownership. These are routine compensation and disposition events, but the DSU conversion formula and the large disposal are notable for their potential effect on future share issuance and insider ownership metrics.

Corporate Governance Expert

TL;DR: Transaction appears to be compensation-related with structured deferral; proper POA signature included.

The Form 4 shows the grant of time‑based DSUs that vest over three years with explicit deferral election dates and a clearly defined settlement methodology tied to market price versus a $50.90 grant price, which is consistent with executive equity compensation practices. The filing also records a large disposition of 84,433 Class B shares and an indirect 401(k) holding of 3,434 shares reported as of 08/31/2025. The form is signed by an attorney-in-fact, indicating proper execution. No indications of unusual trading patterns or regulatory issues appear in the disclosed content.

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

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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^*

PEREIRA BILL

(Last) (First) (Middle)

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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	COO & President

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, $.01 par value per share								84,433(1)	D
Class B Common Stock, $.01 par value per share								3,434(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 5,055 fully vested shares of Restricted Stock and 79,378 fully vested 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
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