02/19/2026 | Press release | Distributed by Public on 02/19/2026 13:38
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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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 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Deferred Stock Units | (6) | 02/17/2026 | M | 834 | (6) | (6) | Class B Common Stock | 4,166 | $ 0 | 4,166 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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ASH MENACHEM C/O IDT CORPORATION 520 BROAD STREET NEWARK, NJ 07102 |
EVP of Strategic&Legal Affairs | |||
| Joyce J. Mason, by Power of Attorney | 02/19/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Under the terms of the IDT Corporation Equity Growth Program, due to the market price of the Issuer's Class B common stock ("Stock") on the applicable vesting date of February 17, 2026 as compared to the Grant Price of the Deferred Stock Units ("DSUs") ($50.90), the Reporting Person received 1.0 share of Stock for each of the DSUs that vested. The Reporting Person had the option on 1/19/2026 to defer vesting to the next scheduled vesting of 2/16/2027. He elected to defer vesting of 833 DSUs that vested, entitling him to receive 834 shares of Stock. |
| (2) | Consists of 19,688 shares of Stock issued upon the vesting of DSUs and 32,902 fully vested shares of Restricted Stock. |
| (3) | Represents shares withheld by the Issuer for tax purposes upon the vesting of DSUs. |
| (4) | Consists of 19,341 shares of Stock issued upon the vesting of DSUs and 32,902 fully vested shares of Restricted Stock. |
| (5) | As of January 30, 2026. |
| (6) | Represents 834 DSUs that vested on 2/17/2026. The 834 shares of Stock that were issued is equal to 1.0 share per vested DSU and was based on the Market Price on the applicable vesting date as compared to the Grant Price of the DSUs ($50.90), with no less than 0.5 shares (Market Price less than $25.45) and no more than 4.0 shares (Market Price greater than $101.80), to be issued for each DSU vested. Upon vesting of all of the DSUs, between 2,500 and 20,000 shares of Stock will have been issued. "Market Price" for each vesting date will be the greater of (i) the closing price for the Stock on the trading date immediately prior to such vesting date, and (ii) the average of the closing prices of the Stock for the 20 trading days ending with the trading day immediately prior to such vesting date. |