SCHEDULE: Zedge Executive Chairman Boosts Stake to 15.7%

Zedge's Executive Chairman, Michael Jonas, increased his beneficial ownership to 15.7% of Class B Common Stock, primarily due to the company's share repurchase program.

Summary

• Michael Jonas, Executive Chairman and Chairman of the Board of Directors of Zedge, Inc., beneficially owns 2,042,254 shares of the company's Class B Common Stock.
• This ownership represents approximately 15.7% of the issued and outstanding Class B Common Stock and 61.2% of the combined voting power of Zedge's outstanding capital stock.
• The increase in Mr. Jonas's percentage of beneficial ownership is primarily attributable to Zedge, Inc.'s share repurchase program, which reduced the total outstanding shares of Class B Common Stock.
• Mr. Jonas also received 3,654 shares of Class B Common Stock on September 7, 2024, and 4,233 shares on September 8, 2025, from the vesting of previously granted deferred stock units.
• As of October 24, 2025, Zedge, Inc. reported 524,775 shares of Class A common stock and 12,479,136 shares of Class B Common Stock outstanding.

Sentiment

Score: 8

Explanation: The increase in beneficial ownership by a key executive, coupled with the company's share repurchase program, generally indicates strong insider confidence and a positive outlook on the company's valuation and future prospects.

Positives

• Increased beneficial ownership by Executive Chairman Michael Jonas signals strong insider confidence in the company's future prospects and valuation.
• The company's $5 million share repurchase program reduced the total outstanding Class B Common Stock, which can be accretive to earnings per share and indicates management's belief that the stock is undervalued.

Future Outlook

Michael Jonas has 77,472 unvested restricted shares, with 38,736 shares scheduled to vest on February 9, 2026, and another 38,736 shares on February 8, 2027.

Management Comments

• Michael Jonas, Executive Chairman and Chairman of the Board of Directors, increased his beneficial ownership in Zedge, Inc., reflecting his ongoing stake in the company's performance.

Legal Proceedings

• Michael Jonas has not been convicted in a criminal proceeding nor was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction during the last five years.

Stakeholder Impact

• Shareholders: Increased insider ownership may signal confidence in the company's future, and the share repurchase program can be accretive to earnings per share.

Next Steps

• Vesting of 38,736 restricted shares for Michael Jonas on February 9, 2026.
• Vesting of 38,736 restricted shares for Michael Jonas on February 8, 2027.

Key Dates

Recommendation

The increase in Executive Chairman Michael Jonas's beneficial ownership, primarily driven by the company's share repurchase program, suggests management confidence in Zedge's valuation. While this is a positive signal, a Schedule 13D filing alone does not provide sufficient comprehensive financial data to warrant a 'buy' or 'sell' recommendation without further analysis of the company's financial performance and market conditions. Therefore, a 'hold' recommendation is appropriate, pending further financial review.

Keywords

Zedge, Michael Jonas, Beneficial Ownership, Class B Common Stock, Share Repurchase, Insider Ownership, SEC Filing, 13D