Sec Form 4 Filing - REICH JONATHAN @ Zedge, Inc. - 2025-01-21

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person REICH JONATHAN 2. Issuer Name and Ticker or Trading Symbol Zedge, Inc. [ ZDGE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO & President (Last) (First) (Middle) C/O ZEDGE, INC., 1178 BROADWAY, SUITE 1450, 3RD FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 01/21/2025 (Street) NEW YORK, NY10001 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 25,756 ( 1 ) D Class B Common Stock, par value $.01 per share 36,202 ( 2 ) I By 401(k) Plan

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 ( 3 ) 01/21/2025 A 19,400 ( 3 ) 09/06/2027 Class B Common Stock 19,400 $ 0 19,400 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other REICH JONATHAN C/O ZEDGE, INC. 1178 BROADWAY, SUITE 1450, 3RD FLOOR NEW YORK, NY10001 CEO & President Signatures Joyce J. Mason, by Power of Attorney 01/23/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 2,176 shares due to the Reporting Person's ownership of IDT Corporation's ("IDT's") Class B Common Stock at the time of the Issuer's spin-off from IDT and 14,765 shares issued upon the vesting of DSUs. ( 2 )As of January 15, 2025. ( 3 )Represents a grant of 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. Vesting of the DSUs will be as follows: 6,466 on September 8, 2025; and 6,467 on each of September 7, 2026 and September 6, 2027. The number of shares that will be issued for each DSU vested will depend on the market price for the Class B common stock as of the relevant vesting date. If the market price of Class B common stock on the vesting date is less than $2.76 (the baseline value of a share of Class B common stock at the time the grant was approved), 1/3 of a share will be issued per DSU; if the price is $7.00 or greater, 3 shares will be issued per DSU. For prices between $2.76 and $7.00, the number of shares issued will be proportionate based on six distinct market price bands. Upon vesting in full, the Reporting Person will be entitled to receive between 6,467 and 58,200 shares of Class B common stock.

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).

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