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Zedge CEO Exercises Options Covering 60,000 Shares

The option exercise included 45,099 shares used for the exercise price and 5,372 shares withheld for tax.

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Form Type
4

Rhea-AI Filing Summary

Zedge, Inc. CEO & President Jonathan Reich exercised options covering 60,000 shares of Class B common stock on September 25, 2026, at a $2.27 exercise price through a cashless exercise. The associated note says 45,099 shares were issued to him, 45,099 shares were used to pay the exercise price, and 5,372 shares were withheld for tax withholding.

On September 7, 2026, 6,467 Deferred Stock Units vested and 6,467 Class B shares were issued; 2,331 shares were withheld for taxes. The notes state that 6,467 additional units are scheduled to vest September 6, 2027, and that 39,950 Class B shares were held indirectly through a 401(k) Plan as of September 29, 2026. No Rule 10b5-1 plan is reported.

Insider REICH JONATHAN
Role CEO & President
Type Security Shares Price Value
Exercise Employee Stock Option (Right to Buy) 60,000 $0.00 $0.00
Exercise Class B Common Stock, par value $.01 per share F3 60,000 $2.27 $136K
Exercise Price or Tax Liability Class B Common Stock, par value $.01 per share F4 50,471 $3.02 $152K
Exercise Deferred Stock Units F1, F6 6,467 $0.00 $0.00
Exercise Class B Common Stock, par value $.01 per share F1 6,467 -- --
Tax Withholding Class B Common Stock, par value $.01 per share F2 2,331 $2.97 $7K
holding Class B Common Stock, par value $.01 per share F5 -- -- --
Holdings After Transaction: Deferred Stock Units — 0 contracts (Direct); Employee Stock Option (Right to Buy) — 0 contracts (Direct); Class B Common Stock, par value $.01 per share — 92,946 shares (Direct); Class B Common Stock, par value $.01 per share — 39,950 shares (Indirect, By 401(k) Plan)
Footnotes (6)
  1. F1. Deferred Stock Units, or DSUs, convert into shares of Class B Common Stock on a one-for-one basis.
  2. F2. Represents shares withheld by the Issuer for tax purposes upon the vesting of DSUs.
  3. F3. Options with respect to 60,000 shares were exercised using a "cashless exercise" mechanism in accordance with the terms of the option instrument.
  4. F4. Represents options with respect to 45,099 shares which were utilized to pay the exercise price and 5,372 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. 45,099 shares were issued to the Reporting Person.
  5. F5. As of September 29, 2026.
  6. F6. On January 21, 2025, the Reporting Person was granted 19,400 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. 6,466 of the DSUs vested on September 8, 2025, and an additional 6,467 vested on September 7, 2026. The remaining 6,467 DSUs are scheduled to vest on 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 7, 2026 vesting, the market price was $2.97, between $2.76 (the grant price) and $3.99; therefore, 6,467 shares were issued on September 7, 2026 for the 6,467 DSUs that vested that day, based on the applicable distinct market price band.
Options exercised 60,000 shares September 25, 2026; cashless exercise
Exercise price $2.27 per share Options exercised September 25, 2026
Shares issued 45,099 shares Option exercise on September 25, 2026
Shares withheld for tax 5,372 shares Option exercise on September 25, 2026
Deferred Stock Units vested 6,467 units September 7, 2026; 6,467 shares issued
Shares withheld for taxes 2,331 shares DSU vesting on September 7, 2026
Market price $2.97 per share September 7, 2026 DSU vesting
401(k) Plan holdings 39,950 shares Class B common stock as of September 29, 2026
cashless exercise financial
"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.
Deferred Stock Units financial
"Deferred Stock Units, or DSUs, convert into shares"
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.
distinct market price band financial
"based on the applicable distinct market price band"
tax withholding obligation financial
"withheld by the Issuer to pay the tax withholding obligation"

FAQ

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

How many ZDGE options did Jonathan Reich exercise?

Jonathan Reich exercised options covering 60,000 shares of Class B common stock on September 25, 2026, at a $2.27 exercise price using a cashless exercise. The associated note reports 45,099 shares issued and says 45,099 shares were used to pay the exercise price; 5,372 shares were withheld for the resulting tax obligation. No Rule 10b5-1 plan is reported.

What happened to Jonathan Reich’s ZDGE deferred stock units?

6,467 Deferred Stock Units vested on September 7, 2026, and 6,467 shares were issued. The notes say each unit represented a right to between one-third of a share and three shares, with the share amount based on the market price on the vesting date. Of 19,400 units granted on January 21, 2025, the remaining 6,467 are scheduled to vest on September 6, 2027.

How many ZDGE shares did Jonathan Reich hold through his 401(k) Plan?

Jonathan Reich reported 39,950 shares of Class B common stock held indirectly through his 401(k) Plan as of September 29, 2026.

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

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Learn about SEC filing dates
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)
09/07/2026
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 share09/07/2026M6,467A(1)85,748D
Class B Common Stock, par value $.01 per share09/07/2026F2,331(2)D$2.9783,417D
Class B Common Stock, par value $.01 per share09/25/2026M60,000(3)A$2.27143,417D
Class B Common Stock, par value $.01 per share09/25/2026F50,471D$3.0292,946(4)D
Class B Common Stock, par value $.01 per share39,950(5)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
Deferred Stock Units(1)09/07/2026M6,467 (6) (6)Class B Common Stock6,467$00D
Employee Stock Option (Right to Buy)$2.2709/25/2026M60,00009/29/201709/28/2026Class B Common Stock0$00D
Explanation of Responses:
1. Deferred Stock Units, or DSUs, convert into shares of Class B Common Stock on a one-for-one basis.
2. Represents shares withheld by the Issuer for tax purposes upon the vesting of DSUs.
3. Options with respect to 60,000 shares were exercised using a "cashless exercise" mechanism in accordance with the terms of the option instrument.
4. Represents options with respect to 45,099 shares which were utilized to pay the exercise price and 5,372 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. 45,099 shares were issued to the Reporting Person.
5. As of September 29, 2026.
6. On January 21, 2025, the Reporting Person was granted 19,400 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. 6,466 of the DSUs vested on September 8, 2025, and an additional 6,467 vested on September 7, 2026. The remaining 6,467 DSUs are scheduled to vest on 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 7, 2026 vesting, the market price was $2.97, between $2.76 (the grant price) and $3.99; therefore, 6,467 shares were issued on September 7, 2026 for the 6,467 DSUs that vested that day, based on the applicable distinct market price band.
Joyce J Mason, by Power of Attorney09/29/2026
** 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)

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