SEC Form 4 · accession 0001193125-26-387805
Zedge, Inc. · ZDGE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael C Jonas
Officer — Executive Chairman · Director · 10% Owner
Period of report
Sep 8, 2026
Accepted (ET)
Sep 10, 2026 · 3:42 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001667313
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class B Common Stock, par value $.01 per shareF1,F2 | Sep 8, 2026 | M | 4,233 | — | A | 1,521,712 | D | |
| Class A Common Stock, per value $.01 per share | holding | — | — | — | 524,775 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Deferred Stock UnitsF1,F3 | — | Sep 8, 2026 | M | 4,233 | D | — | — | Class B Common Stock | 4,233 | 0 | D |
| Employee Stock Options (right to buy)F4 | $2.93 | Sep 10, 2026 | M | 386,244 | A | — | Sep 9, 2036 | Class B Common Stock | 386,244 | 386,244 | D |
Explanation of responses
- F1Deferred Stock Units ("DSUs") settled through issuance of shares of Class B Common Stock on a one-for-one basis.
- F2Includes 108,336 vested restricted shares; 38,736 unvested restricted shares that are scheduled to vest on February 8, 2027; and 17,166 shares issued upon the vesting of deferred stock units ("DSUs").
- F3On 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. 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, 2026 vesting, the market price was $2.97, between $2.76 (the grant price) and $3.99; therefore, 4,233 shares were issued on September 8, 2026 for the 4,233 DSUs that vested that day, based on the applicable distinct market price band. The remaining 4,234 DSUs vest on September 6, 2027.
- F4The options are not exercisable until the later of: (a) the date that the adoption of the Company's 2026 Equity Incentive Plan (Plan") and an amendment to the Plan to increase the aggregate number of shares of Class B Common Stock available for issuance thereunder is approved by the Company's stockholders (the "Stockholder Approval Date") and (b) September 9, 2027, the earliest applicable vesting date. The Options shall vest and become exercisable as follows: 128,748 shall vest on each of September 9, 2027, September 8, 2028 and September 7, 2029.