Statement of Changes in Beneficial Ownership (Form 4)

FORM 4 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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * JONAS MICHAEL C 2. Issuer Name and Ticker or Trading Symbol Zedge, Inc. [ZDGE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Executive Chairman (Last) (First) (Middle) C/O ZEDGE, INC., 1178 BROADWAY, SUITE 1450, 3RD FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 09/08/2025 (Street) NEW YORK, NY 10001 4. If Amendment, Date Original Filed (Month/Day/Year) 6. Individual or Joint/Group Filing (Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) 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) Code V Amount (A) or (D) Price Class B Common Stock, par value $.01 per share 09/08/2025 M 4,233 A (1) 1,517,479(2) D Class A Common Stock, per value $.01 per share 524,775 D

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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Deferred Stock Units

(1)

09/08/2025

M

4,233

(3)

(3)

Class B Common Stock

4,233

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
JONAS MICHAEL C C/O ZEDGE, INC. 1178 BROADWAY, SUITE 1450, 3RD FLOOR NEW YORK, NY 10001	X	X	Executive Chairman

Signatures

Joyce J Mason, by Power of Attorney		09/10/2025
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Deferred Stock Units, or DSUs, convert into shares of Class B Common Stock on a one-for-one basis.
(2)	Includes 69,600 vested restricted shares; 77,472 unvested restricted shares, 38,736 shares of which shall vest on each of February 9, 2026, and February 8, 2027; and 12,933 shares issued upon the vesting of deferred stock units ("DSUs").
(3)	On January 21, 2025, the Reporting Person was granted 12,700 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. Vesting of the DSUs is as follows: 4,233 on each of September 8, 2025 and September 7, 2026; and 4,234 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 8, 2025 vesting, the market price was $3.08, between $2.76 (the grant price) and $3.99; therefore, 4,233 shares were issued on September 8, 2025 for the 4,233 DSUs that vested that day, based on the applicable distinct market price band.

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