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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): March 25, 2026
Zedge, Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
1-37782 |
|
26-3199071 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
1178 Broadway, Ste.
1450 (3rd Floor)
New
York, NY |
|
10001 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: (330) 577-3424
Not
Applicable
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol |
|
Name of each exchange on
which registered |
| Class B common stock, par value $0.01 per share |
|
ZDGE |
|
NYSE American |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
7.01. Regulation FD Disclosure
On
March 25, 2026, Zedge, Inc. (the “Company”) announced that its Board of Directors has declared a quarterly cash dividend of $0.02 per share.
The dividend is payable on or about April 15, 2026 to stockholders of record as of April 6, 2026.
The
Company is furnishing the information contained in this Current Report, pursuant to Item 7.01 of Form 8-K promulgated by the Securities
and Exchange Commission (the “SEC”). This information shall not be deemed to be “filed” with the SEC or incorporated
by reference into any other filing with the SEC.
Item
8.01. Other Items
The
information contained in Item 7.01 above is incorporated herein by reference into this Item 8.01.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit No. |
|
Document |
| 99.1 |
|
Press Release, dated March 25, 2026, announcing the declaration of a quarterly cash dividend. |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
ZEDGE, INC. |
| |
|
|
| |
By:
|
/s/
Jonathan Reich |
| |
Name: |
Jonathan
Reich |
| |
Title:
|
Chief
Executive Officer |
Dated:
March 25, 2026
EXHIBIT
INDEX
| Exhibit
No. |
|
Document |
| 99.1 |
|
Press Release, dated March 25, 2026, announcing the declaration of a quarterly cash dividend. |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
Exhibit 99.1
Zedge Increases Quarterly Cash Dividend by 25%
Strong Free Cash Flow Generation and Balance
Sheet, and Confidence in the Company’s Prospects Support 25% Increase to $0.02 Per Share
New
York, NY/ ACCESS Newswire / March 25, 2026 / Zedge, Inc. (NYSE AMERICAN:
ZDGE), $ZDGE, a leader in digital marketplaces and interactive games that provide content, enable creativity, empower self-expression
and facilitate community, today announced that its Board of Directors has approved a 25% increase to its quarterly cash dividend,
from $0.016 to $0.02 per share, reflecting the Company’s confidence in its business prospects and ongoing free cash flow generation.
Jonathan Reich, Zedge’s CEO, commented:
“In our second quarter results, we reported
record revenue, ARPMAU, active subscriptions and Zedge Premium GTV. Free cash flow increased 31% year over year, and our balance sheet
remains debt-free with $19.1 million in cash. It is against this backdrop that we are raising our quarterly dividend by 25% to $0.02 per
share, funded by our free cash flow. We initiated a quarterly dividend just five months ago, and the broad-based record performance we
have seen since then gives us the confidence to implement this increase. As we have said from the start, this does not come at the expense
of our ability to invest in innovation and growth or repurchase shares when market conditions warrant. Our financial position allows us
to do all of these concurrently.”
Dividend Details:
| ● | Quarterly Dividend Amount: $0.02 per share of class B common stock, representing an annualized dividend
of $0.08 per share; |
| ● | Prior Quarterly Dividend Amount: $0.016 per share; |
| ● | Record Date: April 6, 2026; |
| ● | Payment Date: April 15, 2026. |
About Zedge
Zedge empowers tens of millions
of consumers and creators each month with its suite of interconnected platforms that enable creativity, self-expression and e-commerce
and foster community through fun competitions. Zedge’s ecosystem of product offerings includes the Zedge Marketplace, a freemium
marketplace offering mobile phone wallpapers, video wallpapers, ringtones, notification sounds, and pAInt, a generative AI image and
audio maker; GuruShots, “The World’s Greatest Photography Game,” a skill-based photo challenge game; and Emojipedia,
the #1 trusted source for ‘all things emoji.’ For more information, visit https://www.investor.zedge.net/.
Follow us on X: @Zedge
Follow us on LinkedIn
Forward-Looking Statements
All statements above that are not
purely about historical facts, including, but not limited to, those in which we use the words “believe,” “anticipate,”
“expect,” “plan,” “intend,” “estimate,” “target” and similar expressions,
are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. While these forward-looking
statements represent our current judgment of what may happen in the future, actual results may differ materially from the results expressed
or implied by these statements due to numerous important factors. Our filings with the SEC provide detailed information on such statements
and risks and should be consulted along with this release. To the extent permitted under applicable law, we assume no obligation to update
any forward-looking statements.
Contact:
Brian Siegel, IRC, MBA
Senior Managing Director
Hayden IR
(346) 396-8696
brian@haydenir.com
