STOCK TITAN

Zedge (ZDGE) CEO cashless option exercise yields 49,390 net shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Zedge, Inc. CEO and President Jonathan Reich reported an option exercise and related share withholdings in the company’s Class B Common Stock. He exercised 181,616 employee stock options at $1.73 per share using a cashless exercise mechanism.

To cover the exercise price and tax obligations, 132,226 shares were delivered or withheld, leaving 49,390 new shares issued to him. After these transactions, Reich directly held 79,281 Class B shares and indirectly held 39,950 Class B shares through a 401(k) plan as of June 2, 2026.

Positive

  • None.

Negative

  • None.

Insights

CEO exercised expiring options via cashless exercise, with routine tax withholding and modest net share increase.

CEO Jonathan Reich exercised 181,616 employee stock options at an exercise price of $1.73 per share through a cashless mechanism. This converted an expiring derivative position into Class B Common Stock rather than representing an open-market purchase.

To fund the exercise price and cover the tax withholding obligation, 132,226 shares were delivered/withheld at a reference price of $3.01, resulting in 49,390 net shares issued. After these entries, he held 79,281 shares directly and 39,950 indirectly via a 401(k) plan as of June 2, 2026, indicating a routine compensation-related event rather than a directional market bet.

Insider REICH JONATHAN
Role CEO & President
Type Security Shares Price Value
Exercise Employee Stock Option (Right to Buy) 181,616 $0.00 --
Exercise Class B Common Stock, par value $.01 per share 181,616 $1.73 $314K
Tax Withholding Class B Common Stock, par value $.01 per share 132,226 $3.01 $398K
holding Class B Common Stock, par value $.01 per share -- -- --
Holdings After Transaction: Employee Stock Option (Right to Buy) — 0 shares (Direct, null); Class B Common Stock, par value $.01 per share — 211,507 shares (Direct, null); Class B Common Stock, par value $.01 per share — 39,950 shares (Indirect, By 401(k) Plan)
Footnotes (1)
  1. Options with respect to 181,616 shares were exercised using a "cashless exercise" mechanism in accordance with the terms of the option instrument. Includes 181,616 shares covered by the options that were exercised using a "cashless exercise", 2,176 shares due to the Reporting Person's ownership of IDT's Class B Common Stock at the time of the Issuer's spin-off from IDT and 18,900 shares issued upon the vesting of DSUs. Represents options with respect to 104,384 shares which were utilized to pay the exercise price and 27,842 shares which were withheld by the Issuer to pay the tax withholding obligation that arose upon the Reporting Person's exercise of the option to purchase shares of Class B Common Stock described in Table II of this Form 4. 49,390 shares were issued to the Reporting Person. As of June 2, 2026.
Options exercised 181,616 shares Employee stock options exercised at $1.73 per share
Exercise price $1.73/share Exercise price for 181,616 employee stock options
Shares used for exercise and taxes 132,226 shares Delivered/withheld to pay exercise price and tax obligation
Net new shares issued 49,390 shares Shares issued to CEO after cashless exercise and tax withholding
Direct holdings after transaction 79,281 shares Class B Common Stock held directly as of June 2, 2026
Indirect 401(k) holdings 39,950 shares Class B Common Stock held via 401(k) plan as of June 2, 2026
Tax-withholding reference price $3.01/share Price used for 132,226-share tax-withholding disposition
cashless exercise financial
"Options with respect to 181,616 shares were exercised using a "cashless exercise" mechanism"
A cashless exercise is a way for an option holder to convert stock options into actual shares without paying the purchase price in cash; instead they immediately give up a portion of the newly issued shares to cover the cost and any withholding taxes. Investors care because this process increases the number of shares available and can slightly dilute existing holdings, while also signaling how insiders or employees are realizing compensation without needing cash — similar to paying for a purchase by handing over part of what you just bought.
tax withholding obligation financial
"27,842 shares which were withheld by the Issuer to pay the tax withholding obligation that arose"
Employee Stock Option (Right to Buy) financial
"security_title": "Employee Stock Option (Right to Buy)""
Class B Common Stock financial
"Class B Common Stock, par value $.01 per share"
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.
DSUs financial
"18,900 shares issued upon the vesting of DSUs."
DSUs, or Deferred Share Units, are a form of long-term pay where employees or directors receive a promise of company shares or cash at a later date instead of immediate salary. Think of them as an IOU for future stock that vests over time and converts into actual shares or cash, so they matter to investors because they can increase the number of outstanding shares (dilution) and reveal how management’s pay is tied to company performance.
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SEC Form 4
FORM 4UNITED 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*
REICH JONATHAN

(Last)(First)(Middle)
C/O ZEDGE, INC.
1178 BROADWAY, SUITE 1450, 3RD FLOOR

(Street)
NEW YORK NEW YORK 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
CEO & President
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/29/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class B Common Stock, par value $.01 per share05/29/2026M181,616(1)A$1.73211,507(2)D
Class B Common Stock, par value $.01 per share05/29/2026F132,226D$3.0179,281(3)D
Class B Common Stock, par value $.01 per share39,950(4)IBy 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Option (Right to Buy)$1.7305/29/2026M181,61611/01/201405/30/2026Class B Common Stock0$00D
Explanation of Responses:
1. Options with respect to 181,616 shares were exercised using a "cashless exercise" mechanism in accordance with the terms of the option instrument.
2. Includes 181,616 shares covered by the options that were exercised using a "cashless exercise", 2,176 shares due to the Reporting Person's ownership of IDT's Class B Common Stock at the time of the Issuer's spin-off from IDT and 18,900 shares issued upon the vesting of DSUs.
3. Represents options with respect to 104,384 shares which were utilized to pay the exercise price and 27,842 shares which were withheld by the Issuer to pay the tax withholding obligation that arose upon the Reporting Person's exercise of the option to purchase shares of Class B Common Stock described in Table II of this Form 4. 49,390 shares were issued to the Reporting Person.
4. As of June 2, 2026.
Joyce J Mason, by Power of Attorney06/02/2026
** Signature of Reporting PersonDate
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)

FAQ

What insider transaction did Zedge (ZDGE) report for CEO Jonathan Reich?

Zedge reported that CEO Jonathan Reich exercised 181,616 employee stock options for Class B Common Stock using a cashless exercise. The filing reflects option conversion and related tax withholding rather than an open-market share purchase or sale.

How many Zedge (ZDGE) options did the CEO exercise and at what price?

Jonathan Reich exercised 181,616 employee stock options at an exercise price of $1.73 per share. These options were converted into Class B Common Stock through a cashless exercise mechanism described in the Form 4 footnotes.

How many Zedge (ZDGE) shares were withheld for taxes in the CEO’s Form 4?

A total of 132,226 Zedge Class B shares were delivered or withheld to cover the option exercise price and the tax withholding obligation. After this, 49,390 net new shares were issued to CEO Jonathan Reich, according to the Form 4 disclosure.

What are Jonathan Reich’s Zedge (ZDGE) share holdings after the reported transactions?

Following the reported transactions, Jonathan Reich directly held 79,281 shares of Zedge Class B Common Stock and indirectly held 39,950 shares through a 401(k) plan, as indicated in the Form 4 and the related ownership footnote dated June 2, 2026.

Does the Zedge (ZDGE) Form 4 show an open-market sale by the CEO?

The Form 4 does not show an open-market sale. It records a cashless option exercise and a tax-withholding disposition coded “F,” meaning shares were delivered or withheld to cover exercise and tax costs, not sold voluntarily on the open market.

Were any employee stock options remaining for the Zedge (ZDGE) CEO after this exercise?

The filing shows the exercised option grant had 181,616 shares and a remaining derivative position of zero after exercise. This indicates that specific option award was fully exercised, with no further options from that grant outstanding following the transaction.