IDT Corporation

02/19/2026 | Press release | Distributed by Public on 02/19/2026 13:38

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
ASH MENACHEM
2. Issuer Name and Ticker or Trading Symbol
IDT CORP [IDT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP of Strategic&Legal Affairs
(Last) (First) (Middle)
C/O IDT CORPORATION, 520 BROAD STREET
3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026
(Street)
NEWARK, NJ 07102
4. If Amendment, Date Original Filed (Month/Day/Year)
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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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, $.01 par value per share 02/17/2026 M 834(1) A $48.45 52,590(2) D
Class B Common Stock, $.01 par value per share 02/17/2026 F 347(3) D $48.45 52,243(4) D
Class B Common Stock, $.01 par value per share 2,871(5) I By 401(k) Plan
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)
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 (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)
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 Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ASH MENACHEM
C/O IDT CORPORATION
520 BROAD STREET
NEWARK, NJ 07102
EVP of Strategic&Legal Affairs

Signatures

Joyce J. Mason, by Power of Attorney 02/19/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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