Zedge, Inc.

Company Overview

We build and operate creator communities that collectively serve approximately 19.3 million monthly active users across the Zedge Marketplace and GuruShots. Zedge Marketplace, our flagship platform, is a leading marketplace for mobile personalization content and includes pAInt, our generative AI creation suite. GuruShots is a photo competition game in which photographers of all skill levels compete, vote and improve through gamified photo challenges. DataSeeds.AI (“DataSeeds”) is our business-to-business offering, delivering multimodal datasets spanning images, video and audio, including egocentric video for robotics training, that are rights-cleared and built to customer specification. We use the term “rights-cleared” herein to mean that, based on the licenses, assignments, consents, releases, and other permissions obtained from contributors, production partners, or other rights holders, as applicable, and the representations made to us in connection with those arrangements, we believe we have obtained from the asserted creator (or, if applicable, the owner or any depicted individual) the rights necessary to license the content for the agreed purposes, including for AI training where applicable, and rely on those rights or other authorizations to address any claims that the intended use of the content violates the rights of a third party. These measures reduce, but do not eliminate, the risk of competing ownership claims, invalid or insufficient permissions, or other third-party claims relating to the content. Demand for this kind of data comes from organizations that develop, train, fine-tune or evaluate models on real-world imagery, video and audio. That includes frontier model developers, large technology companies and robotics manufacturers, and it extends to enterprises applying AI within specific industries, consumer and creative software platforms, and data services companies that incorporate our content into their own offerings. We have delivered datasets at scale over multiple quarters, produced to customer specifications. To date, we have served a small number of these customers. The content foundation for DataSeeds is supplied by our proprietary creator communities across the Zedge Marketplace and GuruShots. Our portfolio also includes Emojipedia, a leading reference for emoji definitions, information and news.

We are part of the “Creator Economy,” which Coherent Market Insights estimated to be worth approximately $252 billion globally in 2025 and projected to reach approximately $1.3 trillion by 20331. We view the Creator Economy as an opportunity to expand our business, particularly as we expand into the business-to-business market with DataSeeds. The market for AI training data is also growing rapidly, and Grand View Research estimates it will reach $3.9 billion in 2026, with image and video representing the largest data modality at 41.9% of the market in 2025.2

Our business consists of two reportable segments: Zedge Marketplace and GuruShots (which includes DataSeeds).

Our Zedge App (which is named “Zedge Ringtones & Wallpapers” in Google Play and the App Store) offers a wide array of mobile personalization content including wallpapers, video wallpapers, ringtones, and notification sounds, and is available both in Google Play and the App Store. Over the past two fiscal years, our Zedge App has had between 19.3 million and 20.5 million monthly active users (“MAU”). MAU for our Zedge App has been declining, and ended with 19.3 million MAU as of July 31, 2026. MAU is a key performance indicator (“KPI”) for our Zedge App that captures the number of unique users that used our Zedge App during the final 30 days of the relevant period. Our platform allows creators to upload content to our marketplace and avail it to our users either for free or, via “Zedge Premium,” the section of our marketplace where we offer premium content for purchase. In turn, our users utilize the content to personalize their phones and express their individuality.

In fiscal 2023, we introduced pAInt, a generative AI wallpaper maker in the Zedge App. Today, pAInt is available for text-to-image, image-to-image, and text-to-audio creation. In addition, we upgraded our paid subscription offering by bundling together an ad-free experience with value adds making the offering more compelling.

We often refer to our freemium ringtones and wallpapers, our subscription offering, the functionality for creators to market their products, and ancillary offerings and features both in our Zedge App and website, as our Zedge Marketplace.

The Zedge Marketplace’s monetization stack consists of advertising revenue generated when users view advertisements when using the Zedge App (and the related functionality under the zedge.net website), the in-app sale of Zedge Credits, our virtual currency that is used to purchase Zedge Premium content, and a paid-subscription offering that provides an ad-free experience to users that purchase a monthly, annual or lifetime subscription. In April 2023, we introduced a subscription tier in the iOS version of the app. As of July 31, 2026, we had approximately 1.3 million active subscriptions.

In fiscal 2025, we introduced DataSeeds, which produces rights-cleared multimodal datasets, including egocentric video for robotic training, at scale. Our user base consists of approximately 19.3 million monthly active users across two platforms, Zedge Marketplace, our marketplace for mobile personalization content, and GuruShots, our photo competition game. From that audience, we mobilize a managed network of contributors that produce spec-matched images, audio, and video training data. Our deep experience in consumer mobile products, including onboarding, compliance, gamification, micropayments, and user acquisition, enables us to maintain high contributor quality and consistent production at volume while delivering managed crowd solutions.

We source content for DataSeeds primarily through three channels: an Off-the-Shelf catalog of images, video and audio, content created to order by contributors we recruit directly, and the DataSeeds Production Cloud, our curated global network of professional production partners.

Models are only as good as the data used to train and refine them, and we believe the need for documented, rights-cleared data extends well beyond the largest model developers. Our ability to serve the full range of buyers described above will depend on adding commercial, engineering, and operational capacity that we do not have today. Our plans to extend further along the AI data value chain are described under “Our Strategy” below.

In April 2022, we acquired GuruShots Ltd (“GuruShots”), our photo competition game in which photographers of all skill levels compete, vote and improve through gamified photo challenges. GuruShots offers a platform spanning iOS, Android, and the web that provides a fun, educational and structured way for amateur photographers to compete in a wide variety of contests showcasing their photos while gaining recognition with votes, badges, and awards. We estimate that the total addressable market of amateur photographers using their smartphones to take and publicly share artistic photos is 30-40million people per month. Every month, GuruShots stages more than 300competitions that result in players uploading in excess of 400,000 photographs and casting close to 2.3 billion “perceived votes,” which are calculated by multiplying the number of votes that each player casts by a weighting factor based on various factors related to that user. To improve engagement, GuruShots has adopted a set of retention dynamics focused on individual, team and community dynamics that create a sense of belonging, inspiration, recognition, improvement, and competition.

GuruShots utilizes a “Free-to-Play” business model and generates revenue through in-app purchases of virtual currency. Players can use this currency to unlock competitions or gain an edge by purchasing resources and participating in additional gameplay. Monthly average spend per paying player was approximately $47.6 in fiscal 2026.

In fiscal 2024, we revamped GuruShots’ customer onboarding experience by guiding new players through simplified photo competitions of limited size and duration. The upgrade was designed to enhance the gaming experience for new players by increasing their potential for winning and providing immediate gratification. The new onboarding has shown improvements in engagement, retention, and revenue from new users. In addition, we migrated to a coin-based economy with multiple currencies in order to enable more players to earn and spend their currency on in-game resources.

Since the acquisition, GuruShots has faced challenges in growth and profitability, and its revenue has declined. We have cut costs at GuruShots, including as part of the restructuring initiated in January 2025, and have materially scaled back on paid user acquisition (“PUA”). Our strategy focuses on attracting new users and converting them into recurring, paying players.

Historically, we marketed GuruShots to prospective players primarily via PUA channels including Google, Meta, TikTok and other platforms, utilizing a variety of advertising media and formats, including static and video advertisements. We have significantly reduced PUA investment for GuruShots to improve Return-on-Ad-Spend (“ROAS”) and intend to continue managing PUA spend to prioritize return on ad spend.

We believe that the extensive library of photographs generated by GuruShots players through submissions to GuruShots’ competitions represents a valuable dataset for DataSeeds. We have secured AI training rights to approximately 50 million of these photographs, and we continue to expand the licensable catalog by securing rights to additional photographs. In addition, we introduced a minigame feature within GuruShots through which we make model evaluation services available to AI developers, and we entered into our first agreement for these services in August 2026. The experience is game-like, fun and competitive, and offers a valuable capability to technology companies that need human-ranked content review. Participation in the minigame is limited to human players, and automated participants are excluded.

Emojipedia Pty Ltd (“Emojipedia”) is the world’s leading authority dedicated to providing up-to-date and well-researched emoji definitions, information, and news, as well as World Emoji Day and the annual World Emoji Awards. It is the top resource for all things emoji, offering insights into data and cultural trends. In the past year, we have implemented multiple changes to Emojipedia including an AI-powered emoji sticker generator tool as well as an extensive emoji sticker library.

In late September 2025, Google released an update to its Search Engine Results Page (“SERP”) enabling users to copy emojis directly from search results rather than being directed to third-party sites such as Emojipedia. In addition, AI platforms, including ChatGPT and Claude, now return emoji results in response to user queries. These changes have resulted in reduced traffic and reduced revenue. Emojipedia revenue declined 49.4% in fiscal 2026 compared to fiscal 2025. In July 2026, Emojipedia had approximately 34.4 million monthly page views, down 29.0% from July 2025, and approximately 5.7 million monthly active users, down 35.1% from July 2025, of which approximately 38.7% were located in well-developed markets. In light of these developments, we recorded an impairment charge of $3.7 million during the three months ended January 31, 2026, and we are managing Emojipedia for cash generation rather than for growth.

Our Strategy

Our vision is to build and engage a global community of creators and to convert the content and human judgment they produce into commerce. We continue to invest in our consumer businesses, the Zedge Marketplace and GuruShots, and we are applying the same competency in managing creators at scale to DataSeeds. In August 2026, we agreed to issue shares of our Class B common stock and warrants in a direct investment of approximately $7.7 million, and we intend to use the proceeds, together with cash generated by our existing businesses, to accelerate the growth of DataSeeds.

We refer to the individuals who supply content to us as our creators and contributors, whether they participate in our consumer products or are recruited directly for a specific customer requirement, and to the enterprises to which we provide datasets and related services from DataSeeds as our customers.

Our Strategic Flywheel

Our long-term strategy calls for a flywheel in which our consumer products build and sustain creator communities, those communities produce the content and human judgment that companies building AI models require, and DataSeeds monetizes that output with enterprise customers in a market substantially larger than the one our consumer products address.

The competency at the center of this strategy is our ability to attract, onboard, engage and compensate very large numbers of everyday creators at low cost. We developed it over more than a decade of operating consumer mobile applications, and we are now applying it to the production of enterprise-grade AI training data.

We source content through three channels, each suited to a different customer requirement.

Our consumer products also generate human judgment at scale. Each month, GuruShots players cast close to 2.3 billion perceived votes on one another’s photographs, which demonstrates both the scale of the community and its willingness to perform ranking and review at volume. We make model evaluation services available that draw on this capability, delivered through a minigame within GuruShots in which participation is limited to human players, and we entered into our first agreement for these services in August 2026. We do not currently perform data annotation ourselves, and where a customer requires annotation, we expect to engage a third-party provider that specializes in those services.

The cycle reinforces itself. Enterprise demand tells us what to collect. Our consumer products and our user acquisition capability let us collect it at a cost structure we believe is difficult to replicate. The resulting revenue funds continued investment in our communities, our acquisition capability and our production network, which expands what we are able to collect next. Over time, we intend to broaden the opportunity for our creators to participate in the economics of our enterprise business.

These enterprise sales typically begin with a relatively small initial order that allows a customer to evaluate our content and our ability to deliver to its specification. Depending on our performance and other competitive factors, an initial order may lead to substantially larger and recurring engagements.

We remain committed to continued investment in and support of our existing products while also scaling DataSeeds and searching for new opportunities to fuel our growth. Executing this strategy calls for concentrating our efforts on the following goals:

Our consumer businesses

Our enterprise business

Across the Company

Our Competitive Advantages

We believe that the following competitive strengths will drive the growth of our business:

Customers

A small number of customers account for a significant portion of our revenue. In fiscal 2026, our largest customer accounted for approximately 34.2% of our consolidated revenue and our two largest customers accounted for approximately 40.9% in the aggregate. Our advertising revenue is concentrated in a small number of demand partners, and DataSeeds revenue is concentrated in a small number of enterprise customers. The loss of any of these relationships, or a material reduction in the volume of business they do with us, would have a material adverse effect on our results of operations. See Item 1A, Risk Factors.

Competition

We face competition in all aspects of our business, including from digital marketplaces, gaming companies, and providers of data and data services to companies building artificial intelligence models. In running our business, we compete for:

We also compete with, and are affected by:

We believe the competitive strengths described above under “Our Competitive Advantages” position us to compete effectively.

Available Information

Our internet address is https://www.zedge.net/. We make available free of charge through the investor relations page of our web site (investor.zedge.net) our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports, and all beneficial ownership reports on Forms 3, 4 and 5 filed by directors, officers and beneficial owners of more than 10% of our equity, as soon as reasonably practicable after such reports are electronically filed with the Securities and Exchange Commission. We have adopted codes of business conduct and ethics for all of our employees, including our principal executive officer, principal financial officer and principal accounting officer. Copies of the codes of business conduct and ethics are available on our investor relations page.

Our web site and the information contained therein or incorporated therein are not intended to be incorporated into this Annual Report on Form 10-K or our other filings with the Securities and Exchange Commission.

Government Regulation

Our business is subject to laws and regulations in the United States, the European Union, the United Kingdom, Israel and the other jurisdictions in which we conduct business. The regimes that bear most directly on our operations are described below. The risks associated with them are described in Item 1A, Risk Factors, and are not repeated here.

Data protection and privacy. The European Union General Data Protection Regulation, the United Kingdom General Data Protection Regulation, Privacy and Electronic Communications Regulation (and the local implementing laws relating to each of those), the California Consumer Privacy Act, and a growing number of other state and national privacy laws govern how we collect, use, transfer, process, and retain personal information relating to our users, creators and contributors. Several jurisdictions also regulate biometric information, which may apply to the extent content featuring identifiable individuals is used to extract or derive facial geometry, voiceprints or other biometric data. In addition, several laws also regulate data brokers, often generally defined as business that collect and sell personal information of individuals with whom the business does not have a direct relationship. Because DataSeeds sources content from contributors located around the world and delivers it to customers in other countries, applicable data protection laws may impose requirements on cross-border transfers of personal data.

Artificial intelligence. The European Union Artificial Intelligence Act imposes phased requirements concerning certain artificial intelligence systems and general-purpose AI models, including transparency requirements and, for specified high-risk AI systems, data-governance requirements. The requirements applicable to us depend on our role and the activities at issue, and evolving artificial intelligence laws may also affect our customers’ requirements for the datasets we provide. There are increasing obligations around transparency where AI is used.

Online platforms and content. The European Union Digital Services Act, the United Kingdom Online Safety Act and similar laws impose obligations, to the extent applicable to us (namely, to the extent that we are considered to be an intermediary service in relation to user-generated content), relating to content moderation, transparency and user reporting. In the United States, the Digital Millennium Copyright Act and Section 230 of the Communications Decency Act affect our exposure for content that users upload to our platforms. Those protections generally address qualifying intermediary activities and may not shield us from liability arising from our independent licensing of content and datasets to third parties. In Europe, rules also apply to marketplaces where users make purchases directly from sellers via our services, including rules for KYC checks and transparency information and cybersecurity.

Advertising, consumer protection, competition and minors. Federal and state consumer protection, privacy and advertising laws, including the Federal Trade Commission Act and, where applicable, the Children’s Online Privacy Protection Act, regulate our advertising practices, collection and use of personal information, and treatment of children and other minors. New rules which come into force in the UK in January 2027 will impose requirements for subscriptions including additional transparency, communications and withdrawal rights. Various rules across the world apply to how competitions can be set up and run.

Intellectual property. Copyright law in the United States and elsewhere governs the rights we obtain from creators and the rights we are able to convey to our customers. The application of copyright law to the use of content for AI training is unsettled and is the subject of various ongoing and pending litigation.

Compliance with these laws requires ongoing investment, and changes in them could increase our costs, restrict how we source or deliver content, or expose us to claims or penalties. Other than compliance with these generally applicable laws and with the policies of the app stores through which our applications are distributed, we do not require governmental approval of our principal products or services. Our operations do not involve manufacturing or other activities that give rise to significant environmental compliance obligations, and we have not incurred material costs in complying with environmental laws.

Our History

In 2003, Tom Arnoy, Kenneth Sundnes, and Paul Shaw launched a consumer website at www.zedge.net that people used to upload and download ringtones.

In December 2006, IDT Corporation acquired 90% of Zedge. Zedge Holdings, Inc. was incorporated in Delaware in 2008, and our name was changed to Zedge, Inc. in 2016.

In 2016, IDT Corporation spun off its interest in Zedge to its stockholders, and our Class B common stock was listed on the NYSE American with the ticker symbol “ZDGE”.

In March 2018, we completed the launch of Zedge Premium, a section of our marketplace where artists can launch a virtual store and market, distribute, and sell their digital content, including wallpapers, video wallpapers, ringtones, and notification sounds to our users.

In January 2019, we started offering freemium Zedge App Android users the ability to convert into paying subscribers in exchange for removing unsolicited advertisements from our Zedge App, and in April 2023 we introduced a subscription tier in the iOS version of the app.

In August 2021, we acquired Emojipedia.

In April 2022, we acquired GuruShots.

In December 2022, we introduced “pAInt,” our generative AI creation suite within the Zedge App.

In January 2025, we implemented a global restructuring that reduced our workforce by 22%.

In fiscal 2025, we launched DataSeeds, our business-to-business solution that makes available rights-cleared multimodal datasets and related services to organizations that train, fine-tune and evaluate AI models. As of July 31, 2026, we had secured AI training rights to approximately 50 million images contributed by our creator communities.

In August 2026, we agreed to issue shares of our Class B common stock and warrants in a direct investment of approximately $7.8 million. The investors include members of our board of directors and other insiders. We intend to use the proceeds, together with cash generated by our existing businesses, to accelerate the growth of DataSeeds.

Effective October 1, 2026, Morris Berger became our Chief Executive Officer, and Jonathan Reich, who had served as Chief Executive Officer, retained his role as our President and became our Chief Operating Officer.

Our Technology

Our ecosystem is powered by a scalable, distributed platform that integrates both open-source and proprietary technologies. It spans key domains such as content management, content discovery, web and mobile application development, data science and analytics, device compatibility, advertising and marketing technology, and reporting.

We have built a robust infrastructure that enables continuous ideation, experimentation, and deployment. This environment allows our development teams to quickly test hypotheses, analyze outcomes, and operationalize successful innovations.

Generative AI and large language models (LLMs) are embedded throughout our technology stack, powering a wide range of workflows, from automating content creation and enrichment to facilitating content translation. For example, generative models assist users in creating wallpapers, ringtones, and other digital assets by generating imagery and audio based on user input and LLM-generated suggestions. Meanwhile, LLM-driven systems enhance content translation for a broader global audience and refine search and discovery algorithms for real-time, relevant content delivery.

Our data pipelines continuously train and fine-tune machine learning models using user engagement signals. These insights feed into recommender systems and ranking algorithms, optimizing for both user satisfaction and content diversity.

Operationally, LLM tools assist developers and data scientists by accelerating code generation and refactoring, test creation, system monitoring, documentation, and bug identification and resolution, improving productivity and reducing development and operational turnaround time.

Beyond technical workflows, LLM tools also support the creation of marketing, sales, and training assets, helping teams produce and adapt content more efficiently across the organization.

Our infrastructure is built and managed as code. Cloud resources, data pipelines, deployment workflows, and environment configurations are defined in version-controlled, declarative files rather than configured manually, which makes our systems reproducible, auditable, and consistent across environments. Because our platform is expressed as code, the same LLM-assisted tools and AI agents that support application development can also propose, test, and help deploy changes to the infrastructure itself, subject to human review and our standard change-management controls. This lets us extend automation beyond writing software to provisioning, scaling, and maintaining the systems that run it, further shortening development cycles and reducing operational overhead.

From an end user’s perspective, our platform minimizes response latency and optimizes resource allocation while maintaining cost efficiency. Distributed systems, caching strategies, and inference optimization techniques support fast content rendering and real-time recommendations. At GuruShots, our technology stack combines open-source and proprietary systems to power a highly-engaging gamified photography platform. Our ranking algorithms are designed to provide fair exposure for participants, and our real-time voting and ranking engine is designed to scale to support millions of concurrent interactions. Our AI-driven recommendation system curates personalized competition suggestions based on users’ photographic style and historical engagement.

To sustain vibrant participation across GuruShots competitions, AI bots help maintain gameplay liquidity, contributing to active, competitive and socially engaging challenges. Participation in the minigame that supports our model evaluation services is limited to human players, and automated participants are excluded from it. All of this operates on a fully redundant, cloud-hosted infrastructure designed for high availability, scalability, and performance.

Intellectual Property

Our trademarks, copyrights, domain names, proprietary technology, know-how, and other intellectual property are vital to our success. We seek to protect our intellectual property rights by relying on federal, state, and common law rights in the United States and other countries, as well as contractual restrictions. We enter into confidentiality and nondisclosure agreements with our employees and business partners. The agreements we enter into with our employees also provide that all software, inventions, developments, works of authorship, and trade secrets created by them during the course of their employment are our property.

We have been granted trademark protection for “Zedge” and a stylized “D” logo in the United States, Canada, European Union, United Kingdom, and India, “We Make Phones Personal,” “Zedge, Everything You,” “Tattoo Your Phone,” “Shortz – Chat Stories By Zedge,” “NFTs Made Easy,” and “pAInt” in United States, and “TapeDeck” in the United Kingdom. We also have applied for trademark protection for the “DataSeeds.AI” word mark and logo in the United States, and “TapeDeck” in the United States, Canada and Jamaica. In addition, we have obtained a copyright registration for our flagship app, Zedge, and have registered, amongst others, the following domain names: www.zedge.net and www.zedge.com.

On August 1, 2021, we acquired Emojipedia. As part of this acquisition, we acquired trademark registrations for “Emojipedia” in the United States, European Union, United Kingdom, and Australia, and trademark registrations for “World Emoji Day” in the United States and United Kingdom. We also acquired the following domain name registrations: www.emojipedia.com and www.emojipedia.org.

On April 12, 2022, we acquired GuruShots Ltd. As part of this acquisition, we acquired all intellectual property rights associated with, and encompassed within, the GuruShots mobile and web-based applications, including the following domain name: GuruShots.com. In addition, we have obtained trademark registrations for “GuruShots” in the United States, Canada, European Union, United Kingdom and India, the “GuruShots” logo in the United States, Canada, European Union and India, and have obtained copyright registrations for the GuruShots mobile and web-based applications.

The trademark registrations identified above are valid and subsisting and have maintenance deadlines between 2026 – 2035. However, all of the registrations are renewable and can be maintained indefinitely so long as the marks remain in use and required maintenance fees are paid. With respect to identified copyright registrations, the duration of protection is 95 years from the year of first publication, or 120 years from the year of creation, whichever expires first.

Human Capital

Attracting and retaining qualified personnel familiar with our businesses who head our different businesses units is critical to our success. Our headcount totaled 82 as of July 31, 2026.

Our human capital resources objectives include, as applicable, identifying, recruiting, retaining, incentivizing and integrating our existing and new employees, advisors and consultants. To accomplish that, our compensation practices are designed to attract and retain qualified and motivated personnel and align their interests with the goals of the Company and with the best interests of our stockholders. Our compensation philosophy is to provide compensation to attract the individuals necessary for our current needs and growth initiatives, and provide them with the proper incentives to motivate those individuals to achieve our long-term plans, which includes among other things, equity and cash incentive plans that attract, retain and reward personnel through the granting of stock-based and cash-based compensation awards.

We believe that talent attraction and retention are critical to our ability to achieve our strategy and that a trained, diverse and inspired workforce is integral to delivering on our objectives. Our recruiting process reaches a wide array of potential employees, and we employ a rigorous screening process to ensure that we identify and hire quality professionals. We work to ensure that compensation and benefits offered to employees are fair and reflect industry standards and best practices.

We are committed to diversity and inclusion in the workforce, including a policy of non-discriminatory treatment and respect of human rights for all current and prospective employees. Discrimination on the basis of an individual’s race, religion, creed, color, sex, sexual orientation, age, marital status, disability, national origin or veteran’s status is not permitted by us and is illegal in many jurisdictions. We respect the human rights of all employees and strive to treat them with dignity consistent with standards and practices recognized by the international community.

Facilities

As few of our personnel are U.S.-based, we do not maintain dedicated office space in the United States, and the address of our principal executive office is a shared facility. We address certain aspects of our commercial operations, including accounting and finance, and business development from the New York area. We maintain leased facilities in Vilnius, Lithuania and Tel Aviv, Israel that house our product, design, monetization, marketing and technology teams. Our leased properties, including square footage and lease expiration dates, are described in Item 2, Properties.

Some of our servers are hosted in leased data centers in different geographic locations in the United States. We utilize cloud-based resources for a significant portion of our needs and those services are hosted at the providers’ facilities.