IDT Form 4: 5,000 Deferred Stock Units Awarded to CTO with Price-Linked Conversion

Rhea-AI Filing Summary

IDT Corporation Chief Technology Officer David Wartell was granted 5,000 Deferred Stock Units (DSUs) on 09/18/2025. The DSUs vest ratably on 02/17/2026, 02/16/2027 and 02/15/2028, with optional deferral of the first two vesting dates by the recipient.

Each DSU converts to Class B common stock based on market price relative to the grant price of $50.90. Conversion ranges from a minimum of 0.5 shares to a maximum of 4.0 shares per DSU, so full vesting will result in issuance of between 2,500 and 20,000 Class B shares. Reported beneficial ownership after the grant is 5,000 Class B shares held directly.

Positive

• 5,000 DSU grant ties executive compensation to future stock performance through a market-price-linked conversion formula
• Ratable vesting over three years with deferral options supports executive retention

Negative

• Potential dilution of between 2,500 and 20,000 Class B shares upon full vesting, depending on future market price

Insights

Financial Analyst

TL;DR: Insider received 5,000 DSUs with market-priced conversion, creating potential issuance of 2,500–20,000 Class B shares upon vesting.

The grant is structured to tie payout to future stock price performance through a sliding conversion factor versus a fixed grant price of $50.90, which aligns compensation outcomes with shareholder value. Vesting is time-based over three years with deferral options for the first two vesting dates, providing retention incentives. The potential share issuance range (2,500–20,000) depends directly on future market prices and therefore produces variable dilution that is performance-linked rather than fixed.

Corporate Governance Expert

TL;DR: The DSU award is a routine executive compensation tool with time-based vesting and price-linked conversion mechanics.

The award uses deferred stock units with conversion caps and minimums to moderate payout extremes while preserving upside alignment. The deferral options and ratable vesting are standard retention provisions. Disclosure is complete on vesting schedule, conversion formula, and grant price; there are no disclosed accelerated vesting conditions or payments tied to a change-in-control in this Form 4 filing.

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^*

WARTELL DAVID

(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 TECHNOLOGY 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

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	(1)	09/18/2025		A		5,000		(1)	02/15/2028	Class B Common Stock	5,000	$0	5,000	D

Explanation of Responses:

1. Represents grant of 5,000 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 2,500 and 20,000 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 did IDT (IDT) report on this Form 4?

The Chief Technology Officer was granted 5,000 Deferred Stock Units (DSUs) on 09/18/2025, which vest ratably in 2026, 2027 and 2028.

How do the DSUs convert to IDT Class B shares?

Each DSU converts based on market price versus a $50.90 grant price, issuing between 0.5 and 4.0 shares per DSU on each vesting date.

What is the total possible number of Class B shares issued if all DSUs vest?

If all DSUs vest, the award will result in issuance of between 2,500 and 20,000 Class B shares, depending on market prices at vesting.

When do the DSUs vest for IDT insider David Wartell?

DSUs vest ratably on 02/17/2026, 02/16/2027, and 02/15/2028, with the option to defer the first two vesting dates to the next scheduled vesting.

What is the reported beneficial ownership following the transaction?

The Form 4 reports 5,000 shares of Class B common stock beneficially owned following the reported transaction.