What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2025-10-28 compared with 2024-10-29 · 35 added, 44 removed, 9 unchanged (90% of the section changed)

Market for Registrant’s Common Equity, Related Stockholder

Matters and Issuer Purchases of Equity Securities

Class B Common Stock

Our Class B common stock is quoted on the NYSE

American stock exchange under the trading symbol ZDGE.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

B Common Stock

Our Class B common stock is quoted on the NYSE American stock exchange

under the trading symbol ZDGE.

Trading commenced on the NYSE American on June 1, 2016.

On October 28, 2024, the

last sales price reported on the NYSE American for our Class B common stock was $3.05

October 28, 2024, there were 263 holders of record of our Class B common stock and 1 holder of record of our Class A common stock.

As of October 28, 2024, all shares of Class A common stock are beneficially owned by Michael Jonas.

The number of holders of record of

our Class B common stock does not include the number of persons whose shares are in nominee or in “street name” accounts

through brokers.

We do not anticipate paying dividends on our

common stock until we achieve sustainable profitability (after satisfying all of our operational needs) and retain certain minimum cash

Distributions will be subject to the need to retain earnings for investment in growth opportunities or the acquisition of complementary

The payment of dividends in any specific period will be at the sole discretion of our Board of Directors.

The information required by Item 201(d) of Regulation

S-K will be contained in our Proxy Statement for our Annual Stockholders Meeting, which we will file with the Securities and Exchange

Commission within 120 days after July 31, 2024 and which is incorporated by reference herein.

Recent Sales of Unregistered Securities

Performance Graph of Stock

We are a smaller reporting company as defined by Rule 12b-2 of the

Securities and Exchange Act of 1934 and are not required to provide the information under this item.

Issuer Repurchases of Equity Securities

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 $3.0 million (“2021

Share Repurchase Plan”) which was completed on August 28, 2024.

On September 9, 2024, our Board approved a new $5 million share

buyback program (the “2024 Share Repurchase Plan”).

Repurchases under the 2021 Share Repurchase Plan were, and under the

2024 Share Repurchase Plan are to 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.

We may also, from time to time, enter into Rule 10b-5 trading plans to facilitate

repurchases of its shares.

The repurchase program does not obligate us to acquire any particular amount of our Class A 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

fourth quarter fiscal of 2024:

Approximate Dollar

Shares that May

Yet Be Purchased

On October 27, 2025, the last sales price reported

on the NYSE American for our Class B common stock was $3.79 per share.

On October 27, 2025, there were 257 holders of record of our Class

B common stock and 1 holder of record of our Class A common stock.

As of October 27, 2025, all shares of Class A common stock are beneficially

owned by Michael Jonas.

The number of holders of record of our Class B common stock does not include the number of persons whose shares

are in nominee or in “street name” accounts through brokers.

information required by Item 201(d) of Regulation S-K will be contained in our Proxy Statement for our Annual Stockholders Meeting, which

we will file with the Securities and Exchange Commission within 120 days after July 31, 2025 and which is incorporated by reference herein.

Sales of Unregistered Securities

Graph of Stock

are a smaller reporting company as defined by Rule 12b-2 of the Securities and Exchange Act of 1934 and are not required to provide the

information under this item.

Repurchases of Equity Securities

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 (“2021 Share Repurchase

Plan”) which was completed on August 28, 2024.

On September 9, 2024, our Board approved a $5 million share buyback program (the

“2024 Share Repurchase Plan”).

Repurchases under the 2021 Share Repurchase Plan were, and under the 2024 Share Repurchase

Plan are to 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.

We may also, from time to time, enter into Rule 10b5-1 trading plans to facilitate repurchases of our shares under the

2024 Repurchase Plan.

The 2024 Repurchase Plan 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.

following table summarizes the share repurchase activity for the fourth quarter of fiscal 2025:

Per Share (1)

(in thousands)

6 unchanged sentences

share includes any broker commissions.

Not applicable.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity