SEC FORM 4

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).

1. Name and Address of Reporting Person ^*

JONAS MICHAEL C

(Last)

(First)

(Middle)

C/O ZEDGE, INC.

1178 BROADWAY, SUITE 1450, 3RD FLOOR

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Zedge, Inc. [ ZDGE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock, par value $.01 per share	09/08/2026		M		4,233	A	⁽¹⁾	1,521,712 ⁽²⁾	D
Class A Common Stock, per value $.01 per share								524,775	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Deferred Stock Units	⁽¹⁾	09/08/2026		M			4,233	⁽³⁾	⁽³⁾	Class B Common Stock	4,233	$ 0	0	D
Employee Stock Options (right to buy)	$ 2.93	09/10/2026		M		386,244		⁽⁴⁾	09/09/2036	Class B Common Stock	386,244	$ 0	386,244	D

Explanation of Responses:

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

2. 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").

3. 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.

4. 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.

	Joyce J Mason, by Power of Attorney	09/10/2026
	** Signature of Reporting Person	Date
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