ZDGE Form 4: Jonas Vesting Converts DSUs to 4,233 Class B Shares; Large Class A Sale

Rhea-AI Filing Summary

Insider transaction summary: Michael C. Jonas, Executive Chairman and 10% owner of Zedge, Inc. (ZDGE), received 4,233 Class B shares on 09/08/2025 when Deferred Stock Units (DSUs) vested and converted one-for-one. Following the transaction, he beneficially owns 1,517,479 Class B shares. The Form 4 also reports a disposition of 524,775 Class A shares. Jonas's holdings include 69,600 vested restricted shares, 77,472 unvested restricted shares (with scheduled vesting in 2026 and 2027), and 12,933 shares issued upon prior DSU vesting.

Positive

• 4,233 Class B shares were acquired via vested DSUs on 09/08/2025, converting one-for-one from Deferred Stock Units
• Reporting person retains 1,517,479 Class B shares beneficial ownership after the transaction
• Filing discloses detailed vesting schedule: 77,472 unvested restricted shares with specific future vesting dates

Negative

• 524,775 Class A shares disposed (reported as 'D') in this filing without stated reason or consideration
• A portion of holdings are unvested restricted shares (77,472), indicating future dilution risk when they vest

Insights

Securities Analyst

TL;DR: Insider received vested DSUs converting to Class B shares and remains a large beneficial owner; a sizable Class A disposition is reported.

Michael Jonas received 4,233 Class B shares from vested DSUs on 09/08/2025, reflecting the mechanical conversion of DSUs granted earlier. His reported beneficial ownership totals 1,517,479 Class B shares after the transaction, which confirms substantial insider ownership and potential voting influence tied to Class B stock. The Form 4 also records a disposition of 524,775 Class A shares; the filing does not state consideration or reason for that disposition. Reported restricted share schedules and remaining unvested awards are clearly enumerated.

Corporate Governance Expert

TL;DR: The filing documents normal equity compensation vesting and conversion mechanics, alongside a material Class A share disposition.

The entry details the vesting and conversion mechanics for Deferred Stock Units (DSUs) granted 01/21/2025, including market-price dependent share conversion bands. The Form quantifies vested and unvested restricted shares with explicit future vesting dates, aiding transparency on upcoming insider dilutive events. The reported disposal of 524,775 Class A shares is material in absolute terms; the filing contains no explanation of the disposition's context or recipients.

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^*

JONAS MICHAEL C

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

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		4,233	A	(1)	1,517,479(2)	D
Class A Common Stock, per value $.01 per share								524,775	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
Deferred Stock Units	(1)	09/08/2025		M			4,233	(3)	(3)	Class B Common Stock	4,233	$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 69,600 vested restricted shares; 77,472 unvested restricted shares, 38,736 shares of which shall vest on each of February 9, 2026, and February 8, 2027; and 12,933 shares issued upon the vesting of deferred stock units ("DSUs").

3. On January 21, 2025, the Reporting Person was granted 12,700 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: 4,233 on each of September 8, 2025 and September 7, 2026; and 4,234 on 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, 4,233 shares were issued on September 8, 2025 for the 4,233 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 insider transaction did Michael C. Jonas file for Zedge (ZDGE)?

The Form 4 reports that on 09/08/2025 Jonas acquired 4,233 Class B shares from vested DSUs and reported a disposition of 524,775 Class A shares.

How many Class B shares does Michael Jonas beneficially own after the reported transaction?

After the 09/08/2025 transaction, he beneficially owns 1,517,479 Class B shares.

What are the terms of the DSUs that vested?

DSUs granted on 01/21/2025 vest in three tranches (09/08/2025, 09/07/2026, 09/06/2027); each DSU converts to between 1/3 and 3 shares based on market-price bands.

How many restricted shares are vested and unvested for the reporting person?

The filing lists 69,600 vested restricted shares and 77,472 unvested restricted shares (with 38,736 vesting on 02/09/2026 and 02/08/2027).

Does the Form 4 explain why 524,775 Class A shares were disposed?

No. The filing records the disposition of 524,775 Class A shares but does not state the reason, recipient, or consideration.