EVP of Strategic&Legal Affairs Ash Menachem exercised 834 units of Class B Common Stock at a strike of $48.45 and covered exercise/tax liability with 347 units of Class B Common Stock, increasing direct ownership by 0.94% to 52,243 units (SEC Form 4)
$IDT
Telecommunications Equipment
Telecommunications
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| 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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
IDT CORP [ IDT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/17/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: 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 | ||||
| Explanation of Responses: |
| 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. |
| Joyce J. Mason, by Power of Attorney | 02/19/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||