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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Deferred Stock Units | 4,233 | $0.00 | -- |
| Exercise | Class B Common Stock, par value $.01 per share | 4,233 | $0.00 | -- |
| holding | Class A Common Stock, per value $.01 per share | -- | -- | -- |
Footnotes (1)
- Deferred Stock Units, or DSUs, convert into shares of Class B Common Stock on a one-for-one basis. 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"). 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.
