Zedge Inc.

09/10/2025 | Press release | Distributed by Public on 09/10/2025 13:21

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 *
REICH JONATHAN
2. Issuer Name and Ticker or Trading Symbol
Zedge, Inc. [ZDGE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO & President
(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 6,466 A (1) 32,222(2) D
Class B Common Stock, par value $.01 per share 09/08/2025 F 2,331(3) D $3.08 29,891(4) D
Class B Common Stock, par value $.01 per share 36,202(5) I By 401(k) Plan
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 6,466 (6) (6) Class B Common Stock 6,466 $ 0 0 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
REICH JONATHAN
C/O ZEDGE, INC.
1178 BROADWAY, SUITE 1450, 3RD FLOOR
NEW YORK, NY 10001
CEO & President

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 2,176 shares due to the Reporting Person's ownership of IDT Corporation's ("IDT's") Class B Common Stock at the time of the Issuer's spin-off from IDT and 21,231 shares issued upon the vesting of DSUs.
(3) Represents shares withheld by the Issuer for tax purposes upon the vesting of DSUs.
(4) Includes 2,176 shares due to the Reporting Person's ownership of IDT's Class B Common Stock at the time of the Issuer's spin-off from IDT and 18,900 shares issued upon the vesting of DSUs.
(5) As of September 10, 2025.
(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. Vesting of the DSUs is as follows: 6,466 on September 8, 2025; and 6,467 on each of September 7, 2026 and 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, 6,466 shares were issued on September 8, 2025 for the 6,466 DSUs that vested that day, based on the applicable distinct market price band.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Zedge Inc. published this content on September 10, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on September 10, 2025 at 19:21 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]