Zedge, Inc.
For the period ended Jan 31, 2026. Filed Mar 16, 2026.
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Jan 31, 2026 · Filed Mar 16, 2026
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Unregistered Sales of Equity Securities and Use of Proceeds
In October 2021, our Board of Directors authorized a repurchase program of up to 1.5 million shares of our Class B common stock at a maximum aggregate purchase price of $3 million. In September 2024, upon the completion of the initial $3.0 million repurchase program, our Board of Directors authorized additional $5 million for the repurchase program with no limitation on the number of shares that may be repurchased. Repurchases may be made from time to time through open market purchases or through privately negotiated transactions, subject to market conditions, applicable legal requirements and other relevant factors. Open market repurchases may be structured to occur in accordance with the requirements of Rule 10b-18 under the Securities Exchange Act of 1934, as amended. We may also, from time to time, enter into “Rule 10b5-1” trading plans to facilitate repurchases of our shares. The repurchase program does not obligate us to acquire any particular amount of our Class B common stock, has no expiration date and may be modified, suspended, or terminated at any time at our discretion.
The following table summarizes the share repurchase activity for the second quarter of fiscal 2026:
| Period · Total Number of Shares Purchased(1) · Average Price Paid Per Share (2) · Total Number of Shares Purchased as Part of Publicly Announced Programs · Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program | |||||
|---|---|---|---|---|---|
| (in thousands) · (in thousands) · (in thousands) | |||||
| November 1, 2025 to November 30, 2025 | - | $ | - | - | $602 |
| December 1, 2025 to December 31, 2025 | 3 | $3.29 | 3 | $592 | |
| January 1, 2025 - January 31, 2026 | 7 | $3.34 | 7 | $567 | |
| Total | 10 | 10 | |||
| (1) | The total number of shares purchased includes shares repurchased as part of publicly announced programs and shares repurchased in connection with tax payments due upon vesting of DSUs. |
| (2) | The average price paid per share includes any broker commissions. |
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