Large Insider Sale at Zedge: Board Member Nearly Exits Position

Rhea-AI Filing Summary

Zedge (NYSE:ZDGE) filed a Form 4 revealing that director Mark Ghermezian sold a total of 72,450 Class B shares on 24-25 Jun 2025 at a weighted average price of $4.03, raising roughly $293 k. The sales eliminate his direct ownership—now 0 shares—while he retains 4,563 shares indirectly through T5 Capital Partners LLC. No Rule 10b5-1 trading plan was indicated. The disposition represents about 94 % of his prior holdings, potentially signaling reduced insider confidence but does not cite any company-specific catalyst.

Positive

• None.

Negative

• Director Mark Ghermezian sold 72,450 Class B shares (≈94% of his holding) for about $293 k, reducing direct ownership to zero.

Insights

Insider Trading Analyst

TL;DR: Director liquidates 94% stake, modest value but strong negative signal.

The two open-market sales remove all of Ghermezian’s direct exposure, leaving only 4,563 indirect shares. While the dollar amount (~$293 k) is small relative to market cap, percentage sold is decisive. Such near-total liquidations by board members often pressure sentiment because they can be read as diminished long-term conviction. Absence of a Rule 10b5-1 plan suggests the timing was discretionary, amplifying interpretive weight. Investors should monitor upcoming filings for other insider activity or operational updates to confirm whether this is an isolated portfolio decision or part of a wider trend.

Portfolio Manager

TL;DR: Sale sizeable in percentage terms; value immaterial to fundamentals.

From a portfolio perspective, the <$300 k sale is unlikely to move the balance-sheet needle. Nevertheless, directors rarely reduce exposure to zero unless reallocating capital or anticipating limited upside. The fact that 4,563 shares are still held via an investment vehicle hints at residual alignment, but the optics remain poor. Unless subsequent filings provide context—such as tax planning or estate diversification—this event supplies a marginally negative behavioral data point rather than a thesis-changing development.

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^*

GHERMEZIAN MARK

(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		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/24/2025

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	06/24/2025		S		46,683	D	$4.0649	25,767(1)	D
Class B Common Stock, par value $.01 per share	06/25/2025		S		25,767	D	$3.9945	0	D
Class B Common Stock, par value $.01 per share								4,563	I	By T5 Capital Partners LLC

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

Explanation of Responses:

1. Consists of 21,412 fully vested shares of Restricted Stock and 4,355 shares held directly.

	Joyce J. Mason, by Power of Attorney	06/26/2025
	** 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.

FAQ

How many ZDGE shares did director Mark Ghermezian sell in June 2025?

He disposed of 72,450 Class B shares over two days, 24-25 Jun 2025.

What was the average sale price for Mark Ghermezian's ZDGE shares?

The weighted average price was approximately $4.03 per share.

How many ZDGE shares does Mark Ghermezian hold after the sale?

He retains 4,563 shares indirectly through T5 Capital Partners LLC and none directly.

Did Mark Ghermezian use a Rule 10b5-1 plan for this sale?

The Form 4 does not indicate a Rule 10b5-1(c) trading plan.

What percentage of Mark Ghermezian's stake was sold in June 2025?

The 72,450-share sale represents about 94 % of his previously reported holdings.