Zedge (ZDGE) director reports new restricted stock grant and holdings

Rhea-AI Filing Summary

Zedge, Inc. reported that one of its directors received a grant of Class B common stock. On 01/05/2026, the director acquired 12,027 shares of Class B common stock as restricted stock that vests in full immediately. The grant was valued using an average closing price of $2.91 per share for December 2025.

Following this grant, the director beneficially owns 72,283 shares of Class B common stock in total. This consists of 60,100 fully vested restricted shares and 12,183 shares held directly. The filing indicates the holdings are reported as directly owned.

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^*

SUESS GREGORY

(Last) (First) (Middle)

C/O ZEDGE, INC.

1178 BROADWAY, SUITE 1450, 3RD FLOOR

(Street)

NEW YORK NY 10001

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Zedge, Inc. [ ZDGE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/05/2026

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	01/05/2026		A		12,027(1)	A	$2.91(2)	72,283(3)	D

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

Explanation of Responses:

1. Grant of Restricted Stock that vests in full immediately.

2. Represents the average closing price of the Company's Class B common stock during December 2025.

3. Consists of 60,100 fully vested shares of Restricted Stock and 12,183 shares held directly.

	Joyce J. Mason, by Power of Attorney	01/06/2026
	** 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 insider transaction did Zedge (ZDGE) disclose in this filing?

Zedge disclosed that a director acquired 12,027 shares of its Class B common stock on 01/05/2026 through a grant of restricted stock that vests immediately.

At what price was the Zedge (ZDGE) restricted stock grant valued?

The restricted stock grant was valued using an average closing price of $2.91 per share for Zedge's Class B common stock during December 2025.

How many Zedge (ZDGE) shares does the director own after this transaction?

After the reported transaction, the director beneficially owns 72,283 shares of Zedge Class B common stock.

How are the director's Zedge (ZDGE) holdings structured after the grant?

The director's 72,283 shares consist of 60,100 fully vested shares of restricted stock and 12,183 shares held directly.

What type of security was involved in this Zedge (ZDGE) insider transaction?

The transaction involved Class B common stock of Zedge, Inc., with a par value of $0.01 per share.

What is the reporting person's relationship to Zedge (ZDGE)?

The reporting person is identified as a director of Zedge, Inc., and the form is filed for one reporting person.