[Form 4] IDT CORP Insider Trading Activity

Rhea-AI Filing Summary

IDT Corporation (IDT) Form 4 filing discloses activity by Shea Nadine, EVP of Global Human Resources. On 09/18/2025 the filing reports 9,225 shares of Class B common stock as disposed, which the filing explains "consists of 9,225 shares of Class B common stock issued upon the vesting of DSUs." The report shows 2,511 shares of Class B common stock held indirectly via a 401(k) plan as of August 31, 2025. The filing also documents a grant on 09/18/2025 of 2,000 Deferred Stock Units (DSUs) that vest ratably on 02/17/2026, 02/16/2027 and 02/15/2028, with deferral options on 01/19/2026 and 01/18/2027. Each DSU converts to between 0.5 and 4.0 shares depending on market price versus the $50.90 grant price, with specific market-price definitions provided.

Positive

• Grant of 2,000 DSUs with explicit vesting dates (02/17/2026, 02/16/2027, 02/15/2028)
• Clear conversion mechanics for DSUs: grant price $50.90 and conversion range 0.5–4.0 shares per DSU with defined Market Price calculation
• Disclosure of indirect holdings (2,511 Class B shares via 401(k) as of 08/31/2025)

Negative

• 9,225 Class B shares reported disposed on 09/18/2025 (issued upon vesting of DSUs)
• Potential dilution from DSU conversion (maximum 4.0 shares per DSU could increase share count if market price triggers top multiplier)

Insights

Financial Analyst

TL;DR: Insider reported a large DSU vesting issuance and a new DSU grant with tiered share conversion tied to market price.

The filing records the issuance of 9,225 Class B shares upon DSU vesting and reports a new grant of 2,000 DSUs with clearly defined vesting dates and conversion multipliers tied to market price relative to a $50.90 grant price. The structure caps conversion between 0.5 and 4.0 shares per DSU and defines "Market Price" calculation. For modeling insider dilution or potential future share issuance, the maximum potential issuance from this grant is 8,000 shares if all DSUs convert at the top multiplier; the minimum from the full DSU program described would be 1,000 shares. This is actionable for ownership and share count analyses.

Corporate Governance Expert

TL;DR: Compensation action is documented with explicit deferral options and conversion mechanics; disclosure is thorough and specific.

The Form 4 identifies the reporting person as EVP of Global Human Resources and details both the mechanics of vested DSUs and a new DSU grant. Vesting schedule, deferral election windows, grant price ($50.90) and conversion floors/ceilings are all disclosed, enabling stakeholders to assess award design and timing. The filing also records an indirect 401(k) holding of 2,511 shares as of 08/31/2025 and shows the disposition event tied to DSU vesting. From a governance and disclosure standpoint, the document provides material specifics necessary for transparency about executive compensation-related equity movements.

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

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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^*

SHEA NADINE

(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)
	EVP of GLOBAL HUMAN RESOURCES

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								9,225(1)	D
Class B Common Stock, par value $.01 per share								2,511(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		2,000		(3)	02/15/2028	Class B Common Stock	2,000	$0	2,000	D

Explanation of Responses:

1. Consists of 9,225 shares of Class B common stock issued upon the vesting of DSUs.

2. As of August 31, 2025.

3. Represents grant of 2,000 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 1,000 and 8,000 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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FAQ

What change did the IDT (IDT) Form 4 report on 09/18/2025?

The filing reports the disposition of 9,225 Class B shares (issued upon DSU vesting) and a grant of 2,000 Deferred Stock Units (DSUs) on 09/18/2025.

How many DSUs were granted and when do they vest for IDT insider?

The reporting person received 2,000 DSUs on 09/18/2025 that vest ratably on 02/17/2026, 02/16/2027 and 02/15/2028.

What is the grant price and conversion range for the DSUs in the IDT filing?

The DSUs have a Grant Price of $50.90 and convert to between 0.5 and 4.0 shares per DSU depending on the Market Price at vesting.

What Market Price definition is used to determine DSU conversion for IDT?

"Market Price" is the greater of (i) the closing price on the trading day immediately prior to vesting, or (ii) the average closing price for the 20 trading days ending the trading day before the vesting date.

How many Class B shares does the reporting person indirectly own via retirement plan?

The Form 4 discloses 2,511 Class B shares held indirectly through a 401(k) plan as of 08/31/2025.