STOCK TITAN

Zedge director buys 221,843 shares at $2.93

A Zedge, Inc. director increased his direct stake through a private placement purchase of Class B shares and associated warrants.

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Form Type
4

Rhea-AI Filing Summary

Zedge, Inc. director Elliot Gibber reported purchasing securities tied to the company on September 11, 2026. He bought 221,843 shares of Class B common stock in a Private Placement at $2.93 per share, and under the same agreement acquired 199,659 warrants to buy Class B shares at an exercise price of $3.22 per share. After these transactions, he directly holds 461,952 Class B shares (including 120,917 fully vested restricted shares) and 199,659 warrants; no Rule 10b5-1 trading plan is reported.

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Insider GIBBER ELLIOT
Role Director
Bought 421,502 shs
Type Security Shares Price Value
Purchase Warrants (right to buy) F1 199,659 -- --
Purchase Class B Common Stock, par value $.01 per share F1, F2 221,843 -- --
Holdings After Transaction: Warrants (right to buy) — 199,659 contracts (Direct); Class B Common Stock, par value $.01 per share — 461,952 shares (Direct)
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 later of: (i) the date which is six months after the closing date of the Private Placement; and (ii) the date of stockholder approval. The warrants expire on September 10, 2036.
  2. F2. Consists of 120,917 fully vested shares of Restricted Stock and 341,035 shares held directly, 221,843 shares of which were purchased in a Private Placement.
Class B shares purchased 221,843 shares Shares of Class B common stock acquired in the Private Placement on September 11, 2026
Warrants purchased 199,659 warrants Warrants to purchase Class B common stock acquired on September 11, 2026
Private Placement share price $2.93 per share Purchase price for Class B common stock in the Private Placement
Warrant exercise price $3.22 per share Exercise price for the warrants to buy Class B common stock
Class B shares held after transaction 461,952 shares Total direct Class B common stock holdings following the September 11, 2026 purchases
Fully vested restricted shares 120,917 shares Restricted Stock included within post-transaction Class B holdings
Warrant expiration date September 10, 2036 Expiration date of the purchased warrants
Private Placement financial
"were 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.
Restricted Stock financial
"Consists of 120,917 fully vested shares of Restricted Stock and 341,035"
Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.
exercise price financial
"Each warrant has an exercise price of $3.22 per share, and will become"
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.
stockholder approval regulatory
"later of: (i) the date which is six months after the closing date ... and (ii) the date of stockholder approval."
Stockholder approval is formal consent given by a company’s shareholders, usually through a vote at a meeting or by proxy, for major actions such as mergers, asset sales, changes to corporate structure, or amendments to governance rules. Investors pay attention because the vote can enable or block steps that materially change a company’s direction, ownership or value—like neighbors voting to allow a major renovation that would alter a building’s use and worth.
Class B common stock financial
"The shares of Class B common stock and the warrants to purchase Class B"
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.

FAQ

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

What did ZDGE director Elliot Gibber buy in this Form 4 filing?

He purchased 221,843 shares of Zedge Class B common stock in a Private Placement and acquired 199,659 warrants to purchase additional Class B shares, with all transactions dated September 11, 2026.

What prices apply to the ZDGE securities bought by Elliot Gibber?

The Class B common stock was purchased at $2.93 per share. The accompanying warrants have an exercise price of $3.22 per share for the underlying Class B common stock.

How many ZDGE shares and warrants does Elliot Gibber own after these transactions?

He directly holds 461,952 shares of Zedge Class B common stock, which includes 120,917 fully vested restricted shares, and 199,659 warrants to purchase additional Class B shares.

When can the ZDGE warrants purchased by Elliot Gibber be exercised and when do they expire?

Each warrant becomes exercisable on the later of six months after the Private Placement closing date or the date of stockholder approval, and the warrants expire on September 10, 2036.

Was Elliot Gibber’s ZDGE purchase made under a Rule 10b5-1 trading plan?

No. The filing indicates that no Rule 10b5-1 trading plan applies to these transactions.

What portion of Elliot Gibber’s ZDGE holdings are restricted stock?

Out of his 461,952 Class B shares held after the transactions, 120,917 are fully vested shares of Restricted Stock, with the remainder held directly as regular Class B common stock.

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*
GIBBER ELLIOT

(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/11/2026
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 share09/11/2026P221,843A(1)461,952(2)D
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
Warrants (right to buy)$3.2209/11/2026P199,659 (1) (1)Class B Common Stock199,659(1)199,659D
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 later of: (i) the date which is six months after the closing date of the Private Placement; and (ii) the date of stockholder approval. The warrants expire on September 10, 2036.
2. Consists of 120,917 fully vested shares of Restricted Stock and 341,035 shares held directly, 221,843 shares of which were purchased in a Private Placement.
Joyce J. Mason, by Power of Attorney09/15/2026
** 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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