Zedge (ZDGE) Insider Filing: 2,000 DSUs Converted, 827 Shares Withheld

Rhea-AI Filing Summary

Tsai Yi, CFO & Treasurer of Zedge, Inc. (ZDGE), reported transactions dated 09/08/2025 where 2,000 Deferred Stock Units (DSUs) vested and converted one-for-one into 2,000 Class B shares based on a market price of $3.08. The issuer withheld 827 shares for tax purposes upon vesting, leaving the reporting person with 5,397 shares beneficially owned directly after the transactions. The filing also shows 20,115 shares indirectly owned through a 401(k) plan as of 09/10/2025. The DSUs were part of a 6,000-DSU grant made on 01/21/2025 with staged vesting of 2,000 shares on each of the next three vesting dates.

Positive

• Scheduled vesting executed as disclosed: 2,000 DSUs converted to 2,000 Class B shares on 09/08/2025.
• Transparent reporting of tax withholding: 827 shares withheld by issuer for tax purposes upon vesting.

Negative

• Dilution from issuance: 2,000 shares were issued upon DSU vesting, increasing outstanding shares.
• Net reduction in direct holdings due to withholding: Beneficial direct ownership decreased to 5,397 shares after tax withholding.

Insights

Corporate Governance Expert

TL;DR: Routine executive equity vesting and tax withholding; no new purchases or sales reported.

This Form 4 documents scheduled vesting of long‑term compensation for the CFO, converting DSUs into Class B shares under preset price bands. The issuance and simultaneous withholding for taxes are typical mechanics of equity compensation plans and do not indicate discretionary insider trading. Beneficial ownership remains disclosed with both direct and indirect holdings, preserving transparency for governance review.

Securities/Compensation Analyst

TL;DR: Compensation-related share issuance occurred; impact on float is minimal and driven by preexisting grant terms.

The reporting shows the mechanical conversion of 2,000 DSUs into shares using the grant's market‑price bands and the withholding of 827 shares for taxes. The underlying grant (6,000 DSUs with staggered vesting) and the one‑for‑one conversion or variable conversion bands were disclosed, indicating this was a planned compensation event rather than opportunistic trading. Share count changes reflect issuance and tax withholding only.

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^*

Tsai Yi

(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)
	CFO & Treasurer

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		2,000	A	(1)	6,224(2)	D
Class B Common Stock, par value $.01 per share	09/08/2025		F		827(3)	D	$3.08	5,397(2)	D
Class B Common Stock, par value $.01 per share								20,115(4)	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			2,000	(5)	(5)	Class B Common Stock	2,000	$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. Consists of shares issued upon the vesting of DSUs.

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

4. As of September 10, 2025.

5. On January 21, 2025, the Reporting Person was granted 6,000 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: 2,000 on each of September 8, 2025, 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, 2,000 shares were issued on September 8, 2025 for the 2,000 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 did ZDGE CFO Tsai Yi report on Form 4 dated 09/10/2025?

The filing reports that 2,000 DSUs vested on 09/08/2025 and converted into 2,000 Class B shares; 827 shares were withheld for taxes, resulting in 5,397 direct shares after the transactions.

How many Deferred Stock Units (DSUs) were originally granted to the reporting person?

The reporting person was granted 6,000 DSUs on 01/21/2025, vesting in three tranches of 2,000 each on specified dates.

What was the market price used to determine the conversion for the 09/08/2025 vesting?

The market price on the relevant vesting date was $3.08, which produced 2,000 shares for the vested DSUs within the grant's price bands.

Does the Form 4 show any open‑market purchases or sales by the reporting person?

No. The transactions reported are conversion of DSUs into shares and withholding for taxes; there are no open‑market purchases or sales disclosed.

What indirect holdings does the filing disclose for Tsai Yi?

The filing discloses 20,115 shares indirectly beneficially owned through a 401(k) plan as of 09/10/2025.