Please wait



Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox not checked   Rule 13d-1(c)
Checkbox not checked   Rule 13d-1(d)


SCHEDULE 13D/A 0001607914 XXXXXXXX LIVE 3 Class B Common Stock, par value $0.01 per share 10/28/2025 false 0001667313 98923T104 Zedge, Inc. 1178 Broadway 3rd Floor #1450 New York NY 10001 Michael Jonas (330) 577-3424 c/o Zedge, Inc. 1178 Broadway, 3rd Floor #1450 New York NY 10001 0001607914 N Michael Jonas b OO N X1 2042254.00 0.00 2042254.00 0.00 2042254.00 N 15.7 IN Class B Common Stock, par value $0.01 per share Zedge, Inc. 1178 Broadway 3rd Floor #1450 New York NY 10001 Michael Jonas. c/o Zedge, Inc., 1178 Broadway, 3rd Floor #1450, New York, NY 10001 Mr. Jonas is Executive Chairman and Chairman of the Board of Directors of the Company. During the last five years, Mr. Jonas has not been convicted in a criminal proceeding. During the last five years, Mr. Jonas was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and is not subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, nor a finding of any violation with respect to such laws. Mr. Jonas is a United States citizen. The matters set forth in Item 4 of this Amendment are incorporated in this Item 3 by reference as if fully set forth herein. On September 7, 2024, Mr. Jonas received 3,654 shares of Class B Common Stock upon the vesting of previously granted deferred stock units. On September 8, 2025, Mr. Jonas received 4,233 shares of Class B Common Stock upon the vesting of previously granted deferred stock units. On October 28, 2025, the Company reported in its Annual Report on Form 10-K that, as of October 24, 2025, the Company had 524,775 shares of Class A common stock and 12,479,136 shares of Class B Common Stock outstanding. This reflected a decrease in the total shares of Class B Common Stock outstanding, primarily attributable to purchases of outstanding Class B Common Stock by the Company under a $5 million share repurchase program. As a result of such decrease in the total outstanding shares of Class B Common Stock, Mr. Jonas' percentage of beneficial ownership of the total outstanding shares of Class B Common Stock has increased. As of the date hereof, Mr. Jonas beneficially owns 2,042,254 shares, which includes (i) 524,775 shares of Class A Common Stock (by virtue of the fact that they are convertible into shares of the Company's Class B Common Stock on a one-for-one basis), and (ii) 1,517,479 shares of Class B Common Stock, including 77,472 unvested restricted shares (of which 38,736 shares are scheduled to vest on each of February 9, 2026 and February 8, 2027). These 2,042,254 shares represent approximately 15.7% of the issued and outstanding shares and 61.2% of the combined voting power of the Company's outstanding capital stock based on 524,775 shares of Class A Common Stock and 12,479,136 shares of Class B Common Stock issued and outstanding as of October 24, 2025, as reported in the Company's most recently filed Annual Report on Form 10-K. As used herein, the term "beneficially owns" shall be construed as defined by Rule 13d-3 promulgated under the Securities Exchange Act of 1934. Except as described herein, no transactions in the Class B Common Stock were effectuated by the Reporting Person during the 60 days prior to the date of this Amendment. Not applicable. Not applicable. Not applicable. Not applicable. Michael Jonas /s/ Joyce J. Mason Joyce J. Mason, Attorney-in-Fact 10/29/2025