ZDGE · Zedge, Inc. · Insider Trading

Represents options with respect to 45,099 shares which were utilized to pay the exercise price and 5,372 shares which were withheld by the Issuer to pay the tax withholding obligation that arose upon the Reporting Person's exercise of the option to purchase shares of Class B Common Stock described in Table II of this Form 4. 45,099 shares were issued to the Reporting Person.

The shares of Class B common stock and the warrants to purchase Class B common stock were purchased under the same agreement in a private offering ("Private Placement") at a price of $2.93 per share of Class B common stock and the purchaser received warrants to purchase 90% of the shares of Class B common stock purchased. Each warrant has an exercise price of $3.22 per share and will become exercisable on the date (the "Initial Exercise Date") which is the later of: (i) March 25, 2027 and (ii) receipt of the requisite stockholder approval under NYSE American rules for the issuance of the warrants and the shares issuable thereunder. The warrants expire on the fifth (5th) anniversary of the Initial Exercise Date.

Shares held indirectly, all of which were purchased in a Private Placement.

Options with respect to 60,000 shares were exercised using a "cashless exercise" mechanism in accordance with the terms of the option instrument.

The shares of Class B common stock and the warrants to purchase Class B common stock were purchased under the same agreement in a private offering ("Private Placement") at a price of $2.93 per share of Class B common stock and the purchaser received warrants to purchase 90% of the shares of Class B common stock purchased. Each warrant has an exercise price of $3.22 per share and will become exercisable on the date (the "Initial Exercise Date") which is the later of: (i) March 25, 2027 and (ii) receipt of the requisite stockholder approval under NYSE American rules for the issuance of the warrants and the shares issuable thereunder. The warrants expire on the fifth (5th) anniversary of the Initial Exercise Date.

The shares of Class B common stock and the warrants to purchase Class B common stock were purchased under the same agreement in a private offering ("Private Placement") at a price of $2.93 per share of Class B common stock and the purchaser received warrants to purchase 90% of the shares of Class B common stock purchased. Each warrant has an exercise price of $3.22 per share, and will become exercisable on the later of: (i) the date which is six months after the closing date of the Private Placement; and (ii) the date of stockholder approval. The warrants expire on September 10, 2036.

The shares of Class B common stock and the warrants to purchase Class B common stock were purchased under the same agreement in a private offering ("Private Placement") at a price of $2.93 per share of Class B common stock and the purchaser received warrants to purchase 90% of the shares of Class B common stock purchased. Each warrant has an exercise price of $3.22 per share, and will become exercisable on the later of: (i) the date which is six months after the closing date of the Private Placement; and (ii) the date of stockholder approval. The warrants expire on September 10, 2036.

Consists of 120,917 fully vested shares of Restricted Stock and 341,035 shares held directly, 221,843 shares of which were purchased in a Private Placement.

The 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.

Deferred Stock Units ("DSUs") settled through issuance of shares of Class B Common Stock on a one-for-one basis.

Includes 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").

Deferred Stock Units ("DSUs") settled through issuance of shares of Class B Common Stock on a one-for-one basis.

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. 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.

Deferred Stock Units, or DSUs, convert into shares of Class B Common Stock on a one-for-one basis.

Represents shares withheld by the Issuer for tax purposes upon the vesting of DSUs.

Consists of shares issued upon the vesting of DSUs.

Deferred Stock Units, or DSUs, convert into shares of Class B Common Stock on a one-for-one basis.

Consists of shares issued upon the vesting of DSUs.

Deferred Stock Units, or DSUs, convert into shares of Class B Common Stock on a one-for-one basis.

On January 21, 2025, the Reporting Person was granted 6,000 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. 2,000 of the DSUs vested on September 8, 2025, and an additional 2,000 vested on September 7, 2026. The remaining 2,000 DSUs are scheduled to vest 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 7, 2026 vesting, the market price was $2.97, between $2.76 (the grant price) and $3.99; therefore, 2,000 shares were issued on September 7, 2026 for the 2,000 DSUs that vested that day, based on the applicable distinct market price band.

Deferred Stock Units, or DSUs, convert into shares of Class B Common Stock on a one-for-one basis.

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. 6,466 of the DSUs vested on September 8, 2025, and an additional 6,467 vested on September 7, 2026. The remaining 6,467 DSUs are scheduled to vest 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 7, 2026 vesting, the market price was $2.97, between $2.76 (the grant price) and $3.99; therefore, 6,467 shares were issued on September 7, 2026 for the 6,467 DSUs that vested that day, based on the applicable distinct market price band.

Represents shares withheld by the Issuer for tax purposes upon the vesting of DSUs.

Options with respect to 181,616 shares were exercised using a "cashless exercise" mechanism in accordance with the terms of the option instrument.

Includes 181,616 shares covered by the options that were exercised using a "cashless exercise", 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.

Represents options with respect to 104,384 shares which were utilized to pay the exercise price and 27,842 shares which were withheld by the Issuer to pay the tax withholding obligation that arose upon the Reporting Person's exercise of the option to purchase shares of Class B Common Stock described in Table II of this Form 4. 49,390 shares were issued to the Reporting Person.

Grant of Restricted Stock that vests in full immediately.

Represents the average closing price of the Company's Class B common stock during December 2025.

Consists of fully vested shares of Restricted Stock.

Grant of Restricted Stock that vests in full immediately.

Represents the average closing price of the Company's Class B common stock during December 2025.

Consists of 60,100 fully vested shares of Restricted Stock and 12,183 shares held directly.

Grant of Restricted Stock that vests in full immediately.

Represents the average closing price of the Company's Class B common stock during December 2025.

Consists of 120,917 fully vested shares of Restricted Stock and 119,192 shares held directly.

Grant of Restricted Stock that vests in full immediately.

Represents the average closing price of the Company's Class B common stock during December 2025.

Consists of fully vested shares of Restricted Stock.

Represents shares withheld by the Issuer for tax purposes upon the vesting of DSUs.

Consists of shares issued upon the vesting of DSUs.

Deferred Stock Units, or DSUs, convert into shares of Class B Common Stock on a one-for-one basis.

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").

Deferred Stock Units, or DSUs, convert into shares of Class B Common Stock on a one-for-one basis.

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.

Deferred Stock Units, or DSUs, convert into shares of Class B Common Stock on a one-for-one basis.

On January 21, 2025, the Reporting Person was granted 6,000 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: 2,000 on each of September 8, 2025, 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, 2,000 shares were issued on September 8, 2025 for the 2,000 DSUs that vested that day, based on the applicable distinct market price band.

Deferred Stock Units, or DSUs, convert into shares of Class B Common Stock on a one-for-one basis.

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.

Deferred Stock Units, or DSUs, convert into shares of Class B Common Stock on a one-for-one basis.

Consists of shares issued upon the vesting of DSUs.

Deferred Stock Units, or DSUs, convert into shares of Class B Common Stock on a one-for-one basis.

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.

Represents shares withheld by the Issuer for tax purposes upon the vesting of DSUs.

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.

Consists of 21,412 fully vested shares of Restricted Stock and 4,355 shares held directly.

Consists of 108,890 fully vested shares of Restricted Stock and 119,192 shares held directly.

Consists of 108,890 fully vested shares of Restricted Stock and 117,193 shares held directly.

Consists of 108,890 fully vested shares of Restricted Stock and 112,193 shares held directly.

Consists of 48,073 fully vested shares of Restricted Stock and 12,183 shares held directly.

Consists of 48,073 fully vested shares of Restricted Stock and 10,008 shares held directly.

Consists of 48,073 fully vested shares of Restricted Stock and 7,733 shares held directly.

Consists of 48,073 fully vested shares of Restricted Stock and 5,558 shares held directly.

Represents a grant of 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 will be 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 that will be issued for each DSU vested will depend on the market price for the Class B common stock as of the relevant vesting date. If the market price of Class B common stock on the vesting date is less than $2.76 (the baseline value of a share of Class B common stock at the time the grant was approved), 1/3 of a share will be issued per DSU; if the price is $7.00 or greater, 3 shares will be issued per DSU. For prices between $2.76 and $7.00, the number of shares issued will be proportionate based on six distinct market price bands. Upon vesting in full, the Reporting Person will be entitled to receive between 6,467 and 58,200 shares of Class B common stock.

Represents a grant of 6,000 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 will be as follows: 2,000 on each of September 8, 2025, September 7, 2026, and September 6, 2027. The number of shares that will be issued for each DSU vested will depend on the market price for the Class B common stock as of the relevant vesting date. If the market price of Class B common stock on the vesting date is less than $2.76 (the baseline value of a share of Class B common stock at the time the grant was approved), 1/3 of a share will be issued per DSU; if the price is $7.00 or greater, 3 shares will be issued per DSU. For prices between $2.76 and $7.00, the number of shares issued will be proportionate based on six distinct market price bands. Upon vesting in full, the Reporting Person will be entitled to receive between 2,000 and 18,000 shares of Class B common stock.

Represents a grant of 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 will be 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 that will be issued for each DSU vested will depend on the market price for the Class B common stock as of the relevant vesting date. If the market price of Class B common stock on the vesting date is less than $2.76 (the baseline value of a share of Class B common stock at the time the grant was approved), 1/3 of a share will be issued per DSU; if the price is $7.00 or greater, 3 shares will be issued per DSU. For prices between $2.76 and $7.00, the number of shares issued will be proportionate based on six distinct market price bands. Upon vesting in full, the Reporting Person will be entitled to receive between 4,234 and 38,100 shares of Class B common stock.

Grant of Restricted Stock that vests in full immediately.

Represents the average closing price of the Company's Class B common stock during December 2024.

Consists of 108,890 fully vested shares of Restricted Stock and 107,193 shares held directly.

Grant of Resticted Stock that vests in full immediately.

Represents the average closing price of the Company's Class B common stock during December 2024.

Consists of 68,095 fully vested shares of Restricted Stock and 4,355 shares held directly.

Grant of Restricted Stock that vests in full immediately.

Represents the average closing price of the Company's Class B common stock during December 2024.

Consists of fully vested shares of Restricted Stock.

Grant of Restricted Stock that vests in full immediately.

Represents the average closing price of the Company's Class B common stock during December 2024.

Consists of 48,073 fully vested shares of Restricted Stock and 3,358 shares held directly.

Deferred Stock Units, or DSUs, convert into shares of Class B Common Stock on a one-for-one basis.

On September 7, 2021, the Reporting Person was granted 24,000 DSUs. The DSU grant provided that vesting of 30% of the DSUs is solely time-based as follows: 25% on September 7, 2022, 33% on September 7, 2023, and 42% on September 7, 2024. Vesting of the remaining 70% of the DSUs will be on the following dates in the following amounts only if the aggregate market capitalization of the Issuer's equity securities has reached or exceeded $451 million for five consecutive trading days between the grant date and the vest date: 25% on September 7, 2022, up to 58% (the prior 25% and an additional 33%) on September 7, 2023, and up to 100% on September 7, 2024. In the event the market capitalization condition has not been met prior to a vesting date, but is met by a subsequent vesting date, all DSUs eligible for vesting prior to that date shall vest. The market capitalization condition was not met for the vesting dates of September 7, 2022, September 7, 2023 and September 7, 2024.

Represents shares withheld by the Issuer for tax purposes upon the vesting of DSUs.

Consists of shares issued upon the vesting of DSUs.

Deferred Stock Units, or DSUs, convert into shares of Class B Common Stock on a one-for-one basis.

On September 7, 2021, the Reporting Person was granted 29,000 DSUs. The DSU grant provided that vesting of 30% of the DSUs is solely time-based as follows: 25% on September 7, 2022, 33% on September 7, 2023, and 42% on September 7, 2024. Vesting of the remaining 70% of the DSUs will be on the following dates in the following amounts only if the aggregate market capitalization of the Issuer's equity securities has reached or exceeded $451 million for five consecutive trading days between the grant date and the vest date: 25% on September 7, 2022, up to 58% (the prior 25% and an additional 33%) on September 7, 2023, and up to 100% on September 7, 2024. In the event the market capitalization condition has not been met prior to a vesting date, but is met by a subsequent vesting date, all DSUs eligible for vesting prior to that date shall vest. The market capitalization condition was not met for the vesting dates of September 7, 2022, September 7, 2023 and September 7, 2024.