ZDGE board member plans $293k stock sale under Form 144 filing

Rhea-AI Filing Summary

Form 144 filed with the U.S. SEC indicates that an unidentified affiliate of Zedge, Inc. ("ZDGE") intends to sell up to 72,450 common shares through Merrill Lynch on the NYSE around 24 June 2025. The proposed sale carries an aggregate market value of $293,422.50. With 13,107,146 shares outstanding, the transaction represents roughly 0.55 % of issued shares.

The shares were primarily obtained via stock-bonus compensation for board service between 2019 and 2025, supplemented by 4,355 shares purchased in the open market on 18 April 2022. The filer reports no stock sales in the preceding three months.

The notice confirms the seller is unaware of undisclosed adverse information. A Form 144 is only a notice; the planned sale may not be executed in full.

Positive

• Sale represents only ~0.55% of ZDGE’s shares outstanding, implying minimal market impact.
• Timely Form 144 filing demonstrates regulatory compliance and transparency.

Negative

• Insider divestiture may be interpreted as reduced confidence in future prospects.
• Lack of disclosed seller identity and relationship to issuer reduces visibility for investors.

Insights

Financial Analyst

TL;DR: Modest insider sale (0.55% float)—likely neutral market impact.

The filing covers 72,450 shares worth roughly $0.29 million, only 0.55 % of Zedge’s outstanding stock. Because the shares were mainly earned as routine board compensation, the sale looks like personal liquidity rather than a strategic exit. Daily trading volume should comfortably absorb the amount, limiting price pressure. No other recent insider sales and the required representation of no undisclosed adverse information further temper risk.

Corporate Governance Expert

TL;DR: Insider cash-out raises minor optics, not major risk.

The seller—apparently a board-level insider—plans to monetise multi-year stock bonuses. While permissible under Rule 144, repeated bonus awards followed by sales can erode perceived alignment with long-term shareholders. The absence of the seller’s name and role in the form limits transparency. Still, the small stake and adherence to SEC rules suggest limited governance or control implications.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Merrill Lynch 75 Rockefeller Plaza New York NY 10019	72450	293422.50	13107146	06/24/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	07/05/2019	Bonus from being on board	Zedge Inc			4742	07/05/2019	Stock bonus
Common	01/06/2020	Bonus from being on board	Zedge Inc			5422	01/06/2020	Stock Bonus
Common	07/05/2020	Bonus from being on board	Zedge Inc			7120	07/05/2020	Stock Bonus
Common	01/06/2021	Bonus from being on board	Zedge Inc			754	01/06/2021	Stock Bonus
Common	08/06/2021	Bonus from being on board	Zedge Inc			4483	08/06/2021	Stock Bonus
Common	01/05/2022	Bonus from being on board	Zedge Inc			1377	01/05/2022	Stock Bonus
Common	01/05/2023	Bonus from being on board	Zedge Inc			14634	01/05/2023	Stock Bonus
Common	01/05/2024	Bonus from being on board	Zedge Inc			16355	01/05/2024	Stock Bonus
Common	01/06/2025	Bonus from being on board	Zedge Inc			13208	01/06/2025	Stock Bonus
Common	04/18/2022	Open Market	Mark Ghermezian			4355	04/18/2022	Open Market

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How many ZDGE shares are proposed to be sold under this Form 144?

The filing covers 72,450 common shares.

What is the aggregate market value of the proposed sale?

The shares are valued at $293,422.50 based on the filing.

When is the approximate date of sale for the shares?

The filer lists an approximate sale date of 24 June 2025.

What percentage of Zedge’s outstanding shares does this sale represent?

It represents roughly 0.55 % of the 13,107,146 shares outstanding.

Were there any insider sales in the three months prior to this filing?

No. The filer reported "Nothing to Report" for sales in the past three months.

How were the shares originally acquired by the insider?

Most shares were stock-bonus awards for board service between 2019-2025, plus 4,355 shares bought on 18 April 2022.