ZDGE ownership update: Michael Jonas at 2,042,254 shares, 61.2% voting

Rhea-AI Filing Summary

Zedge (ZDGE) received an Amendment No. 3 to Schedule 13D from Michael Jonas, updating his beneficial ownership. He reports 2,042,254 shares beneficially owned, equal to 15.7% of Class B and 61.2% of combined voting power, calculated using 524,775 Class A and 12,479,136 Class B shares outstanding as of October 24, 2025.

The update reflects routine changes: vesting of 3,654 shares on September 7, 2024 and 4,233 shares on September 8, 2025, plus an increase in Jonas’s percentage due to the Company’s Class B share repurchases under a $5 million program that reduced Class B shares outstanding. His holdings include 77,472 unvested restricted shares, with 38,736 scheduled to vest on February 9, 2026 and February 8, 2027.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Zedge, Inc.

(Name of Issuer)

Class B Common Stock, par value $0.01 per share

(Title of Class of Securities)

98923T104

(CUSIP Number)

Michael Jonas
c/o Zedge, Inc., 1178 Broadway, 3rd Floor #1450
New York, NY, 10001
(330) 577-3424

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

10/28/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 98923T104

1

Name of reporting person

Michael Jonas

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 2,042,254.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,042,254.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,042,254.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

15.7 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class B Common Stock, par value $0.01 per share
(b)	Name of Issuer: Zedge, Inc.
(c)	Address of Issuer's Principal Executive Offices: 1178 Broadway, 3rd Floor #1450, New York, NEW YORK , 10001.
Item 2.	Identity and Background
(a)	Michael Jonas.
(b)	c/o Zedge, Inc., 1178 Broadway, 3rd Floor #1450, New York, NY 10001
(c)	Mr. Jonas is Executive Chairman and Chairman of the Board of Directors of the Company.
(d)	During the last five years, Mr. Jonas has not been convicted in a criminal proceeding. During the last five years, Mr. Jonas was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and is not subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, nor a finding of any violation with respect to such laws. Mr. Jonas is a United States citizen.
Item 3.	Source and Amount of Funds or Other Consideration
	The matters set forth in Item 4 of this Amendment are incorporated in this Item 3 by reference as if fully set forth herein.
Item 4.	Purpose of Transaction
	On September 7, 2024, Mr. Jonas received 3,654 shares of Class B Common Stock upon the vesting of previously granted deferred stock units. On September 8, 2025, Mr. Jonas received 4,233 shares of Class B Common Stock upon the vesting of previously granted deferred stock units. On October 28, 2025, the Company reported in its Annual Report on Form 10-K that, as of October 24, 2025, the Company had 524,775 shares of Class A common stock and 12,479,136 shares of Class B Common Stock outstanding. This reflected a decrease in the total shares of Class B Common Stock outstanding, primarily attributable to purchases of outstanding Class B Common Stock by the Company under a $5 million share repurchase program. As a result of such decrease in the total outstanding shares of Class B Common Stock, Mr. Jonas' percentage of beneficial ownership of the total outstanding shares of Class B Common Stock has increased.
Item 5.	Interest in Securities of the Issuer
(a)	As of the date hereof, Mr. Jonas beneficially owns 2,042,254 shares, which includes (i) 524,775 shares of Class A Common Stock (by virtue of the fact that they are convertible into shares of the Company's Class B Common Stock on a one-for-one basis), and (ii) 1,517,479 shares of Class B Common Stock, including 77,472 unvested restricted shares (of which 38,736 shares are scheduled to vest on each of February 9, 2026 and February 8, 2027).
(b)	These 2,042,254 shares represent approximately 15.7% of the issued and outstanding shares and 61.2% of the combined voting power of the Company's outstanding capital stock based on 524,775 shares of Class A Common Stock and 12,479,136 shares of Class B Common Stock issued and outstanding as of October 24, 2025, as reported in the Company's most recently filed Annual Report on Form 10-K. As used herein, the term "beneficially owns" shall be construed as defined by Rule 13d-3 promulgated under the Securities Exchange Act of 1934.
(c)	Except as described herein, no transactions in the Class B Common Stock were effectuated by the Reporting Person during the 60 days prior to the date of this Amendment.
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Not applicable.
Item 7.	Material to be Filed as Exhibits.
	Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Michael Jonas

Signature:	/s/ Joyce J. Mason
Name/Title:	Joyce J. Mason, Attorney-in-Fact
Date:	10/29/2025

FAQ

What did ZDGE disclose in Michael Jonas’s Schedule 13D/A?

An updated beneficial ownership report showing 2,042,254 shares, representing 15.7% of Class B and 61.2% combined voting power.

How many Zedge (ZDGE) shares does Michael Jonas beneficially own?

He beneficially owns 2,042,254 shares, including 524,775 Class A (convertible 1:1 into Class B) and 1,517,479 Class B.

What outstanding share counts were used to calculate Jonas’s percentages?

Calculations use 524,775 Class A and 12,479,136 Class B shares outstanding as of October 24, 2025.

Why did Michael Jonas’s ownership percentage change for ZDGE?

The Company’s Class B share repurchases under a $5 million program reduced outstanding shares, increasing his percentage.

What recent equity vesting did Jonas report?

Vesting of 3,654 shares on September 7, 2024 and 4,233 shares on September 8, 2025.

What future vesting is scheduled for Jonas’s restricted shares?

38,736 shares are scheduled to vest on February 9, 2026 and 38,736 on February 8, 2027 (total unvested 77,472 shares).