Form 4: Zedge CEO Converts DSUs, Withholds Shares for Tax

Zedge, Inc. CEO Jonathan Reich converted 6,466 Deferred Stock Units into Class B Common Stock and had 2,331 shares withheld for tax purposes.

Summary

• Jonathan Reich, CEO & President of Zedge, Inc., converted 6,466 Deferred Stock Units (DSUs) into Class B Common Stock on September 8, 2025.
• Following the conversion, 2,331 shares of Class B Common Stock were withheld by the Issuer for tax purposes at a price of $3.08 per share.
• After these transactions, Mr. Reich directly holds 29,891 shares of Class B Common Stock and indirectly holds 36,202 shares through a 401(k) Plan as of September 10, 2025.
• The DSUs convert on a one-for-one basis, with the number of shares issued depending on the market price at vesting. For the September 8, 2025 vesting, the market price was $3.08, resulting in 6,466 shares issued for 6,466 DSUs.

Sentiment

Score: 5

Explanation: The filing reports a routine insider transaction involving the vesting of Deferred Stock Units and subsequent tax withholding, which is a neutral event with no significant positive or negative implications for the company's operational or financial performance.

Positives

• The vesting of Deferred Stock Units (DSUs) indicates the fulfillment of compensation incentives for the CEO.
• The conversion of DSUs into common stock increases the CEO's direct ownership in the company, aligning his interests with shareholders.

Negatives

• The withholding of 2,331 shares for tax purposes represents a reduction in the CEO's direct shareholding from the gross vested amount.

Future Outlook

Future vesting events for Deferred Stock Units are scheduled for September 7, 2026, and September 6, 2027, each for 6,467 DSUs, with the number of shares issued dependent on the market price at those times.

Industry Context

This routine insider transaction reflects standard executive compensation practices involving equity awards and their vesting schedules, common across various industries for aligning management incentives with shareholder value.

Stakeholder Impact

• Shareholders: The CEO's increased direct ownership through DSU conversion aligns management interests with shareholder value, while the tax withholding is a standard part of equity compensation.
• Employees: The filing details executive compensation practices, which can set a precedent or context for broader employee equity programs.

Next Steps

• 6,467 Deferred Stock Units are scheduled to vest on September 7, 2026.
• 6,467 Deferred Stock Units are scheduled to vest on September 6, 2027.

Key Dates

Keywords

Zedge Inc., ZDGE, Jonathan Reich, CEO, Deferred Stock Units, DSU conversion, insider transaction, stock vesting, Class B Common Stock, SEC Form 4