Zedge, Inc. filings document operating results, capital actions, governance matters, and shareholder voting for an NYSE American-listed issuer with Class B common stock. Recent Form 8-K reports furnish quarterly and annual earnings releases, Regulation FD disclosures, dividend declarations, and related press-release exhibits with Inline XBRL cover-page data.
The company's proxy materials describe board elections, auditor ratification, equity incentive plan amendments, record-date voting mechanics, and annual meeting proposals. Together, the filings provide formal disclosure on Zedge's digital marketplace and interactive game business, capital allocation through dividends and repurchases, and governance of its public-company structure.
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.
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.
Zedge, Inc. CFO & Treasurer Yi Tsai reported vesting of 2,000 Deferred Stock Units on September 7, 2026, resulting in 2,000 Class B Common Stock shares. Zedge withheld 827 shares for tax purposes upon vesting; the reported price was $2.97 per share. Yi Tsai also reported 23,450 Class B shares held indirectly through the 401(k) Plan as of September 29, 2027. The remaining 2,000 DSUs were scheduled to vest on September 6, 2027.
Zedge, Inc. (ZDGE) filed a new Form D notice for a private securities offering under Rule 506(b) of Regulation D. The company reports a total amount sold of $7,675,000, with no remaining amount to be sold. This total includes $7,675,000 for shares and accompanying warrants, and excludes a separate $7,591,979 in warrant exercise price. Of the amount sold, $7,025,000 was committed but unfunded at the time of filing. The securities include equity, options or warrants, and the securities issuable upon exercise of those warrants. The warrants are not exercisable until stockholder approval and 6 months after closing. No finders’ fees are reported, and the first sale occurred on September 8, 2026.
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.
Zedge, Inc. (ZDGE) entered into a Securities Purchase Agreement with Vice Chairman Howard Jonas, director Elliot Gibber, and another existing stockholder for a private placement of Class B common stock and warrants, providing the company with $7,675,000 in proceeds. The transaction covers 2,616,447 newly issued Class B shares plus warrants to purchase 2,354,803 additional Class B shares, at per-share purchase prices tied to the prior trading day’s closing price.
Howard Jonas agreed to invest $6,500,000 for 2,218,430 shares and warrants for 1,996,857 shares; Elliot Gibber will invest $650,000 for 221,843 shares and warrants for 199,659 shares; and the third investor will invest $525,000 for 176,174 shares and warrants for 158,557 shares. The warrants have exercise prices of $3.22 or $3.28 per share (110% of the purchase price), become exercisable no earlier than six months after closing and following requisite NYSE American stockholder approval, and expire five years after initial exercise. The securities are being issued in a private placement relying on Section 4(a)(2) and Rule 506(b) of Regulation D, with no placement agent and no obligation to register the securities.
Zedge, Inc. (ZDGE) discloses that Executive Chairman Michael Jonas now beneficially owns 2,046,487 shares of Class B Common Stock (including Class A shares convertible one-for-one into Class B), representing 15.9% of the Class B shares and 61.4% of the combined voting power of the company’s outstanding capital stock as of September 8, 2026. Jonas received 4,233 Class B shares on September 8, 2026 upon vesting of deferred stock units and, on September 10, 2026, was granted 10-year options to purchase 386,244 Class B shares at an exercise price of $2.93 per share under the 2026 Equity Incentive Plan. These options, vesting in three equal annual installments starting September 9, 2027 and subject to stockholder approval of the plan and an amendment increasing available shares, are not yet counted as beneficially owned. The filing notes that Jonas’s ownership percentage increased primarily because Zedge repurchased Class B shares under a Board-approved share repurchase program, reducing Class B shares outstanding to 12,354,263 as of September 8, 2026.
Zedge, Inc. (ZDGE) reported that Executive Chairman and ten percent owner Michael C. Jonas received a new grant of employee stock options covering 386,244 shares of Class B Common Stock at an exercise price of $2.93 per share, expiring September 9, 2036, which vest in three equal tranches beginning September 9, 2027, subject to stockholder approval of the 2026 Equity Incentive Plan and an amendment increasing available shares. On September 8, 2026, 4,233 Deferred Stock Units settled one-for-one into 4,233 Class B shares, bringing his directly held Class B position to 1,521,712 shares and his Class A holdings to 524,775 shares. No Rule 10b5-1 trading plan is reported for these transactions.
Zedge, Inc. (ZDGE) announced a leadership transition and an insider-led capital raise tied to its DataSeeds.AI strategy. The Board appointed Morris Berger, currently CEO of Zeno Media and former CEO of IDT Entertainment, as Chief Executive Officer effective October 1, 2026, with a three-year employment term and a base salary of $450,000 plus a $50,000 signing bonus. Berger is expected to receive 10‑year stock options equal to 3% of Zedge’s issued and outstanding Class B shares, vesting quarterly over five years, subject to final documentation.
Current CEO Jonathan Reich will step down as CEO on September 30, 2026 and become President and Chief Operating Officer for an initial three-year term, with compensation at his current level, at least $15,000 annual base salary increases, up to two years’ severance, and 100,000 deferred stock units vesting over three years, all subject to definitive agreements.
Zedge also disclosed an approximately $7.5 million direct investment led by Vice Chairman Howard Jonas, with participation from another director and an insider, intended to accelerate DataSeeds.AI’s growth while maintaining financial flexibility. The company generated $1.2 million of free cash flow in the third quarter of fiscal 2026, up 55% year over year, ended the quarter with $19.7 million of cash and no debt, and has suspended share repurchases while expecting to continue its quarterly cash dividend.
Zedge, Inc. furnished an investor presentation that updates investors on recent performance, strategy and capital allocation. The company describes a capital‑efficient mobile app business with mid‑90% gross margins, about 20M+ monthly active users and roughly 1.3M active subscriptions.
For the first half of fiscal 2026, revenue grew 9% versus the prior year, while a financial snapshot highlights YTD non‑GAAP net income of $2 versus $0 prior year and YTD adjusted EBITDA of $3 versus $1 prior year. Trended data show trailing twelve‑month free cash flow of about $3M and adjusted EBITDA margin of 15.1% year‑to‑date.
The presentation notes approximately $20M in cash, no debt and an enterprise value of about $24M, alongside a quarterly dividend with an indicated yield of around 3% and a share repurchase program. Management also emphasizes new initiatives, including the DataSeeds.AI training‑data business and a product innovation team launching multiple early‑stage apps.