Zedge grants chair 386K options at $2.93
Zedge’s Executive Chairman reported a large option grant and DSU conversion that increased his direct Class B Common Stock holdings.
Rhea-AI Filing Summary
Zedge, Inc. (ZDGE) reported that Executive Chairman and ten percent owner Michael C. Jonas received a new grant of employee stock options covering 386,244 shares of Class B Common Stock at an exercise price of $2.93 per share, expiring September 9, 2036, which vest in three equal tranches beginning September 9, 2027, subject to stockholder approval of the 2026 Equity Incentive Plan and an amendment increasing available shares. On September 8, 2026, 4,233 Deferred Stock Units settled one-for-one into 4,233 Class B shares, bringing his directly held Class B position to 1,521,712 shares and his Class A holdings to 524,775 shares. No Rule 10b5-1 trading plan is reported for these transactions.
Positive
- None.
Negative
- None.
Insider Trade Summary
390,477 shares exercised/converted
Exercise
4 txns
Insider
JONAS MICHAEL C
Role
Executive Chairman
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Employee Stock Options (right to buy) F4 | 386,244 | $0.00 | $0.00 |
| Exercise | Deferred Stock Units F1, F3 | 4,233 | $0.00 | $0.00 |
| Exercise | Class B Common Stock, par value $.01 per share F1, F2 | 4,233 | -- | -- |
| holding | Class A Common Stock, per value $.01 per share | -- | -- | -- |
Holdings After Transaction:
Deferred Stock Units — 0 contracts (Direct);
Employee Stock Options (right to buy) — 386,244 contracts (Direct);
Class B Common Stock, par value $.01 per share — 1,521,712 shares (Direct);
Class A Common Stock, per value $.01 per share — 524,775 shares (Direct)
Footnotes (4)
- F1. Deferred Stock Units ("DSUs") settled through issuance of shares of Class B Common Stock on a one-for-one basis.
- F2. Includes 108,336 vested restricted shares; 38,736 unvested restricted shares that are scheduled to vest on February 8, 2027; and 17,166 shares issued upon the vesting of deferred stock units ("DSUs").
- F3. 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. 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, 2026 vesting, the market price was $2.97, between $2.76 (the grant price) and $3.99; therefore, 4,233 shares were issued on September 8, 2026 for the 4,233 DSUs that vested that day, based on the applicable distinct market price band. The remaining 4,234 DSUs vest on September 6, 2027.
- F4. The options are not exercisable until the later of: (a) the date that the adoption of the Company's 2026 Equity Incentive Plan (Plan") and an amendment to the Plan to increase the aggregate number of shares of Class B Common Stock available for issuance thereunder is approved by the Company's stockholders (the "Stockholder Approval Date") and (b) September 9, 2027, the earliest applicable vesting date. The Options shall vest and become exercisable as follows: 128,748 shall vest on each of September 9, 2027, September 8, 2028 and September 7, 2029.
Key Figures
Employee stock options granted: 386,244 options
Option exercise price: $2.93 per share
Option expiration date: September 9, 2036
+5 more
8 metrics
Employee stock options granted
386,244 options
Right to buy Class B Common Stock at $2.93 per share, expiring September 9, 2036
Option exercise price
$2.93 per share
Exercise or conversion price for 386,244 employee stock options
Option expiration date
September 9, 2036
Expiration for the 386,244 employee stock options
DSUs settled into shares
4,233 DSUs and 4,233 shares
Deferred Stock Units settled one-for-one into Class B shares on September 8, 2026
Class B shares held after transaction
1,521,712 shares
Direct Class B Common Stock holdings following DSU settlement
Class A shares held
524,775 shares
Direct Class A Common Stock holdings reported as of September 8, 2026
Unvested restricted shares
38,736 shares
Unvested restricted Class B shares scheduled to vest on February 8, 2027
Remaining DSUs to vest
4,234 DSUs
From January 21, 2025 DSU grant, scheduled to vest on September 6, 2027
Key Terms
Deferred Stock Units, Class B Common Stock, restricted shares, Equity Incentive Plan, +1 more
5 terms
Deferred Stock Units financial
"Deferred Stock Units ("DSUs") settled through issuance of shares of Class B"
Deferred stock units are promises from a company to give an employee shares of stock at a future date, often after certain conditions are met or after leaving the company. They function like a form of delayed compensation, allowing employees to earn shares over time. For investors, they represent potential future ownership in the company, but do not provide immediate voting rights or dividends until the shares are actually received.
Class B Common Stock financial
"settled through issuance of shares of Class B Common Stock on a one-for-one"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
Equity Incentive Plan financial
"adoption of the Company's 2026 Equity Incentive Plan (Plan") and an amendment"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
vest financial
"The Options shall vest and become exercisable as follows: 128,748 shall vest"
A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transactions did ZDGE’s Executive Chairman report on this Form 4?
He reported a grant of 386,244 employee stock options for Class B Common Stock at an exercise price of $2.93 per share, and the settlement of 4,233 Deferred Stock Units into 4,233 shares of Class B Common Stock on September 8, 2026.
What are the key terms of the new ZDGE stock options granted to the Executive Chairman?
The options cover 386,244 shares of Class B Common Stock at an exercise price of $2.93 per share, expiring on September 9, 2036. Vesting is in three tranches of 128,748 options each on September 9, 2027, September 8, 2028, and September 7, 2029, subject to specified stockholder approvals.
How were the ZDGE Deferred Stock Units (DSUs) settled in this Form 4?
On September 8, 2026, 4,233 DSUs vested and were settled through issuance of 4,233 shares of Zedge Class B Common Stock on a one-for-one basis, at a market price of $2.97 used to determine the shares issued under the grant’s market-price bands.
Does the Form 4 indicate any remaining ZDGE DSUs for the Executive Chairman?
Yes. The filing states that a remaining 4,234 Deferred Stock Units from the January 21, 2025 grant are scheduled to vest on September 6, 2027, with the number of shares issued per DSU depending on the Class B share price at that vesting date.
Were these ZDGE insider transactions made under a Rule 10b5-1 trading plan?
No. The Form 4 indicates no Rule 10b5-1 trading plan for the reported transactions, as the related checkbox for such a plan is not marked affirmative in the filing data.
AI-generated analysis. How Rhea-AI works. Not financial advice.
