Zedge (NYSE: ZDGE) shareholders back board, expand equity plan and declare dividend

Rhea-AI Filing Summary

Zedge, Inc. held its Annual Meeting of Stockholders on January 14, 2026. Stockholders elected all six director nominees — Mark Ghermezian, Elliot Gibber, Howard Jonas, Michael Jonas, Paul Packer, and Gregory Suess — each to a one‑year term, with support levels generally above 80% of votes cast.

Stockholders also ratified UHY LLP as the independent registered public accounting firm for the fiscal year ending July 31, 2026, with approximately 99.5% of votes cast in favor. In addition, they approved an amendment to the 2016 Stock Option and Incentive Plan to increase the Class B share pool by 150,000 shares for future equity awards.

The Board of Directors declared a quarterly cash dividend of $0.016 per share, payable on or about February 10, 2026 to stockholders of record as of January 30, 2026, providing ongoing cash returns to shareholders.

Insights

Corporate governance and capital allocation analyst

Zedge reports routine meeting results, modest plan expansion, and a small dividend.

The Annual Meeting outcomes show continuity in Zedge, Inc.'s governance. All six directors were re-elected with more than 80% support, and UHY LLP was ratified as auditor with 2,358,969 votes for, reflecting strong backing for the existing oversight structure. These results signal stability rather than a shift in strategic direction.

The amendment to the 2016 Stock Option and Incentive Plan adds 150,000 Class B shares to the pool for equity awards, approved with 1,843,155 votes for and 77.77% support. This provides additional capacity for stock-based compensation but is relatively modest in absolute terms, so the near-term dilution impact appears limited based on the figures disclosed.

The Board also declared a quarterly cash dividend of $0.016 per share, payable on or about February 10, 2026 to holders of record on January 30, 2026. This continues a pattern of returning cash to shareholders at a small per-share level. Future company filings will indicate whether this dividend rate is maintained or adjusted over subsequent quarters.

8-K Event Classification

4 items: 5.07, 7.01, 8.01, 9.01

4 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): January 14, 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 5.07. Submission of Matters to a Vote of Security Holders

(a) Zedge, Inc.’s (the “Company”) Annual Meeting of Stockholders was held on January 14, 2026 (the “Meeting”). Stockholders voted on the matters set forth below.

(b) (1) A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with the election of each of the Board of Directors nominees named in the Proxy Statement prepared and distributed by the Company in connection with the Meeting.

The nominees for election to the Board of Directors were each elected, each for a one-year term, based upon the following votes:

Nominee		Votes For				Votes Against				Abstentions				Broker Non-Vote				% Votes For
Mark Ghermezian			1,922,694				95,534				813				351,083				81.12
Elliot Gibber			1,941,747				76,380				914				351,083				81.93
Howard Jonas			1,919,251				99,050				740				351,083				80.98
Michael Jonas			1,941,362				76,939				740				351,083				81.91
Paul Packer			1,941,820				76,383				838				351,083				81.93
Gregory Suess			2,016,584				1,641				816				351,083				85.08

(2) A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with the ratification of the appointment of UHY LLP as the Company’s independent registered public accounting firm for the Fiscal Year ending July 31, 2026.

The number of votes cast with respect to this matter was as follows:

Votes For				Votes Against				Abstentions				Broker Non-Vote				% Votes For
	2,358,969				2,128				9,027				0				99.53

(3) A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with the approval of an amendment to the Company’s 2016 Stock Option and Incentive Plan (the “Plan”) that would, among other things, increase the number of shares of the Company’s Class B common stock available for the grant of awards thereunder by 150,000.

The number of votes cast with respect to this matter was as follows:

Votes For				Votes Against				Abstentions				Broker Non-Vote				% Votes For
	1,843,155				175,000				886				351,083				77.77

Item 7.01. Regulation FD Disclosure

On January 14, 2026, the Company announced that its Board of Directors has declared a quarterly cash dividend of $0.016 per share. The dividend is payable on or about February 10, 2026 to stockholders of record as of January 30, 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
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

1

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: January 15, 2026

2

EXHIBIT INDEX

Exhibit No.		Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

3

FAQ

What did ZDGE stockholders approve at the January 14, 2026 annual meeting?

At the January 14, 2026 Annual Meeting, Zedge, Inc. stockholders elected all six director nominees to one-year terms, ratified UHY LLP as independent registered public accounting firm for the fiscal year ending July 31, 2026, and approved an amendment to the 2016 Stock Option and Incentive Plan increasing the Class B share pool for awards by 150,000 shares.

How did ZDGE stockholders vote on Zedge’s directors?

Each of the six nominees — Mark Ghermezian, Elliot Gibber, Howard Jonas, Michael Jonas, Paul Packer, and Gregory Suess — was elected to the Board of Directors for a one-year term. Support levels were generally above 80% of votes cast, with Gregory Suess receiving 2,016,584 votes for and a 85.08% "Votes For" percentage.

What change was made to Zedge’s 2016 Stock Option and Incentive Plan (ZDGE)?

Stockholders approved an amendment to Zedge’s 2016 Stock Option and Incentive Plan that increases the number of shares of Class B common stock available for the grant of awards by 150,000 shares. The proposal received 1,843,155 votes for, 175,000 votes against, and a 77.77% "Votes For" percentage.

Who is Zedge’s auditor for the fiscal year ending July 31, 2026?

Zedge stockholders ratified UHY LLP as the company’s independent registered public accounting firm for the fiscal year ending July 31, 2026. The ratification received 2,358,969 votes for, 2,128 votes against, and 9,027 abstentions, corresponding to a 99.53% "Votes For" percentage.

Did ZDGE declare a cash dividend and what are the key dates?

Yes. Zedge’s Board declared a quarterly cash dividend of $0.016 per share. The dividend is payable on or about February 10, 2026 to stockholders of record as of January 30, 2026, meaning holders on that record date are entitled to receive the payment.

Is the dividend information in this ZDGE 8-K considered filed with the SEC?

No. Zedge states that the dividend information is being furnished pursuant to Item 7.01 of Regulation FD and explicitly notes that it shall not be deemed to be "filed" with the SEC or incorporated by reference into other SEC filings.