| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| 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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Zedge, Inc. [ ZDGE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/07/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 09/07/2026 | M | 6,467 | A | (1) | 85,748 | D | |||
| Class B Common Stock, par value $.01 per share | 09/07/2026 | F | 2,331(2) | D | $2.97 | 83,417 | D | |||
| Class B Common Stock, par value $.01 per share | 09/25/2026 | M | 60,000(3) | A | $2.27 | 143,417 | D | |||
| Class B Common Stock, par value $.01 per share | 09/25/2026 | F | 50,471 | D | $3.02 | 92,946(4) | D | |||
| Class B Common Stock, par value $.01 per share | 39,950(5) | I | By 401(k) Plan | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: 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) | 09/07/2026 | M | 6,467 | (6) | (6) | Class B Common Stock | 6,467 | $0 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $2.27 | 09/25/2026 | M | 60,000 | 09/29/2017 | 09/28/2026 | Class B Common Stock | 0 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Deferred Stock Units, or DSUs, convert into shares of Class B Common Stock on a one-for-one basis. |
| 2. Represents shares withheld by the Issuer for tax purposes upon the vesting of DSUs. |
| 3. Options with respect to 60,000 shares were exercised using a "cashless exercise" mechanism in accordance with the terms of the option instrument. |
| 4. 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. |
| 5. As of September 29, 2026. |
| 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. 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. |
| Joyce J Mason, by Power of Attorney | 09/29/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||