Zedge director's company buys 2.22M shares

The warrants expire on the fifth anniversary of the Initial Exercise Date.

Rhea-AI Filing Summary

Zedge, Inc. (ZDGE) director and 10% owner Howard S. Jonas reported that Chartwell Holding, LLC purchased 2,218,430 Class B common shares on September 25, 2026, at $2.93 per share in a private placement. Under the same agreement, Chartwell received warrants to buy 1,996,587 Class B shares, equal to 90% of the shares purchased, with a $3.22 exercise price. The warrants become exercisable on the later of March 25, 2027 and receipt of the requisite stockholder approval under NYSE American rules. The reported indirect holdings also include 60,495 shares through Debbie Y. Jonas 2018 Dynasty Trust and 65,880 shares through The Jonas Foundation. No Rule 10b5-1 plan is reported.

Insider Trade Summary

Net Buyer: 4,215,017 shares

Net Buy 4 txns

Insider JONAS HOWARD S

Role Director, 10% Owner

Bought 4,215,017 shs

Type	Security	Shares	Price	Value
Purchase	Warrants (right to buy) F1	1,996,587	--	--
Purchase	Class B Common Stock, par value $.01 per share F1, F2	2,218,430	--	--
holding	Class B Common Stock, par value $.01 per share	--	--	--
holding	Class B Common Stock, par value $.01 per share	--	--	--

Holdings After Transaction: Warrants (right to buy) — 1,996,587 contracts (Indirect, By Chartwell Holding, LLC); Class B Common Stock, par value $.01 per share — 2,218,430 shares (Indirect, By Chartwell Holding, LLC); Class B Common Stock, par value $.01 per share — 60,495 shares (Indirect, By Debbie Y. Jonas 2018 Dynasty Trust); Class B Common Stock, par value $.01 per share — 65,880 shares (Indirect, By The Jonas Foundation)

Footnotes (2)

1. F1. The shares of Class B common stock and the warrants to purchase Class B common stock were purchased under the same agreement in a private offering ("Private Placement") at a price of $2.93 per share of Class B common stock and the purchaser received warrants to purchase 90% of the shares of Class B common stock purchased. Each warrant has an exercise price of $3.22 per share and will become exercisable on the date (the "Initial Exercise Date") which is the later of: (i) March 25, 2027 and (ii) receipt of the requisite stockholder approval under NYSE American rules for the issuance of the warrants and the shares issuable thereunder. The warrants expire on the fifth (5th) anniversary of the Initial Exercise Date.
2. F2. Shares held indirectly, all of which were purchased in a Private Placement.

Key Figures

Class B shares purchased by Chartwell: 2,218,430 shares Purchase price per Class B share: $2.93 per share Warrants to purchase Class B shares: 1,996,587 shares +4 more

7 metrics

Class B shares purchased by Chartwell 2,218,430 shares September 25, 2026 private placement

Purchase price per Class B share $2.93 per share Private Placement

Warrants to purchase Class B shares 1,996,587 shares Warrants received under the same agreement

Warrant exercise price $3.22 per share Each warrant

Warrant coverage 90% of shares purchased Class B shares purchased under the Private Placement

Indirect shares through Debbie Y. Jonas 2018 Dynasty Trust 60,495 shares Reported as of September 25, 2026

Indirect shares through The Jonas Foundation 65,880 shares Reported as of September 25, 2026

Key Terms

Private Placement, exercise price, Initial Exercise Date

3 terms

Private Placement financial

"purchased under the same agreement in a private offering ("Private Placement")"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

exercise price financial

"Each warrant has an exercise price of $3.22 per share"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

Initial Exercise Date financial

"the date (the "Initial Exercise Date") which is the later of"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many ZDGE Class B shares did Chartwell Holding buy?

Chartwell Holding, LLC purchased 2,218,430 Class B common shares on September 25, 2026, at $2.93 per share in a private placement. No Rule 10b5-1 plan is reported.

How many warrants did Chartwell Holding receive, and what are their terms?

Chartwell received warrants to purchase 1,996,587 Class B shares, equal to 90% of the shares purchased. Each warrant has a $3.22-per-share exercise price and expires on the fifth anniversary of the Initial Exercise Date.

When can the ZDGE warrants be exercised?

The warrants become exercisable on the later of March 25, 2027 and receipt of the requisite stockholder approval under NYSE American rules for issuance of the warrants and the shares issuable under them.

What other indirect ZDGE Class B shareholdings were reported?

The reported holdings include 60,495 shares through Debbie Y. Jonas 2018 Dynasty Trust and 65,880 shares through The Jonas Foundation, each reported as an indirect holding as of September 25, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/29/2026 - 06:40 PM Accepted by SEC EDGAR 09/29/2026 - 06:40 PM Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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 HOWARD S

(Last) (First) (Middle)

C/O ZEDGE, INC.

1178 BROADWAY, SUITE 1450, 3RD FLOOR

(Street)

NEW YORK NEW JERSEY 10001

(City) (State) (Zip)

UNITED STATES

(Country)

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
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/25/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	09/25/2026		P		2,218,430	A	(1)	2,218,430(2)	I	By Chartwell Holding, LLC
Class B Common Stock, par value $.01 per share								60,495	I	By Debbie Y. Jonas 2018 Dynasty Trust
Class B Common Stock, par value $.01 per share								65,880	I	By The Jonas Foundation

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
Warrants (right to buy)	$3.22	09/25/2026		P		1,996,587		(1)	(1)	Class B Common Stock	1,996,587	(1)	1,996,587	I	By Chartwell Holding, LLC

Explanation of Responses:

1. The shares of Class B common stock and the warrants to purchase Class B common stock were purchased under the same agreement in a private offering ("Private Placement") at a price of $2.93 per share of Class B common stock and the purchaser received warrants to purchase 90% of the shares of Class B common stock purchased. Each warrant has an exercise price of $3.22 per share and will become exercisable on the date (the "Initial Exercise Date") which is the later of: (i) March 25, 2027 and (ii) receipt of the requisite stockholder approval under NYSE American rules for the issuance of the warrants and the shares issuable thereunder. The warrants expire on the fifth (5th) anniversary of the Initial Exercise Date.

2. Shares held indirectly, all of which were purchased in a Private Placement.

	Joyce J. Mason, by Power of Attorney	09/29/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)