[Form 4] Zedge, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Jonathan Reich, CEO & President of Zedge, Inc. (ZDGE), reported insider activity tied to deferred stock units (DSUs) vesting on September 8, 2025. On that date 6,466 DSUs vested and converted one-for-one into 6,466 shares of Class B common stock based on the market-price band, and an additional 2,331 shares were withheld by the company for taxes at a price of $3.08 per share. Following these transactions the filing reports the Reporting Person beneficially owned 29,891 shares directly and 36,202 shares indirectly through a 401(k) plan as of September 10, 2025. The DSU grant originally consisted of 19,400 units granted January 21, 2025 with staged vesting over 2025–2027 and a variable conversion ratio tied to the stock price.

Positive

• Vesting occurred under pre-established DSU terms, showing the company honored compensation commitments and retention incentives
• No open-market sales reported in this filing, indicating the reporting person did not engage in discretionary selling at vesting

Negative

• Share withholding for taxes (2,331 shares) reduced net new shares to the reporting person and modestly increased treasury-held shares
• DSU conversions are price-variable, which can introduce small, unpredictable share issuance depending on market price at future vesting dates

Insights

Corporate Governance Expert

TL;DR: Routine executive compensation vesting occurred, aligning management with shareholder interests without signaling unusual insider behavior.

The Form 4 documents scheduled vesting of previously granted DSUs and the issuance and partial withholding of Class B shares for tax purposes. This is a standard equity-compensation event reflecting retention incentives: 6,466 DSUs vested and converted based on a pre-set price band. The filing discloses indirect holdings via a 401(k) plan and prior ownership from the issuer's spin-off from IDT. No sales or discretionary dispositions were reported, and transactions follow pre-established grant terms, indicating adherence to governance processes rather than opportunistic trading.

Financial Analyst

TL;DR: Minor share issuance from vested DSUs and tax withholding cause small dilution; not material to company valuation.

The conversion of 6,466 DSUs into shares and withholding of 2,331 shares for taxes represent modest changes to insider holdings. The filing shows total direct beneficial ownership of 29,891 shares and indirect ownership of 36,202 shares as of September 10, 2025. The conversion mechanics—a variable share-per-DSU ratio tied to market-price bands—introduce some issuance variability but the disclosed quantities are small and consistent with compensation policy, suggesting limited near-term impact on equity supply or earnings per share.

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^*

REICH JONATHAN

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2025

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	09/08/2025		M		6,466	A	(1)	32,222(2)	D
Class B Common Stock, par value $.01 per share	09/08/2025		F		2,331(3)	D	$3.08	29,891(4)	D
Class B Common Stock, par value $.01 per share								36,202(5)	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	(1)	09/08/2025		M			6,466	(6)	(6)	Class B Common Stock	6,466	$0	0	D

Explanation of Responses:

1. Deferred Stock Units, or DSUs, convert into shares of Class B Common Stock on a one-for-one basis.

2. Includes 2,176 shares due to the Reporting Person's ownership of IDT Corporation's ("IDT's") Class B Common Stock at the time of the Issuer's spin-off from IDT and 21,231 shares issued upon the vesting of DSUs.

3. Represents shares withheld by the Issuer for tax purposes upon the vesting of DSUs.

4. Includes 2,176 shares due to the Reporting Person's ownership of IDT's Class B Common Stock at the time of the Issuer's spin-off from IDT and 18,900 shares issued upon the vesting of DSUs.

5. As of September 10, 2025.

6. On January 21, 2025, the Reporting Person was granted 19,400 DSUs. Each DSU represents the right to receive between 1/3 of a share and 3 shares of the Issuer's Class B common stock. Vesting of the DSUs is as follows: 6,466 on September 8, 2025; and 6,467 on each of September 7, 2026 and September 6, 2027. The number of shares issued for each DSU vested depends on the market price for the Class B common stock as of the relevant vesting date. For the September 8, 2025 vesting, the market price was $3.08, between $2.76 (the grant price) and $3.99; therefore, 6,466 shares were issued on September 8, 2025 for the 6,466 DSUs that vested that day, based on the applicable distinct market price band.

	Joyce J Mason, by Power of Attorney	09/10/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What happened in the ZDGE Form 4 filed by Jonathan Reich?

The filing reports 6,466 DSUs vested on September 8, 2025 and converted into 6,466 Class B shares; 2,331 shares were withheld for taxes.

How many ZDGE shares does Jonathan Reich beneficially own after the transaction?

The filing reports 29,891 shares directly and 36,202 shares indirectly (including 401(k) holdings) as of September 10, 2025.

What was the conversion mechanism for the DSUs granted to Jonathan Reich?

19,400 DSUs were granted January 21, 2025; each DSU converts to between 1/3 and 3 shares depending on market-price bands at vesting.

What price determined the September 8, 2025 DSU conversion?

The market price on the vesting date was $3.08, which fell within the applicable band and resulted in issuance of 6,466 shares for 6,466 vested DSUs.

Were any shares sold in this filing by the reporting person?

No sales were reported; the transactions were vesting conversions and tax withholding rather than open-market dispositions.