IDT CORP — Director's Dealing 2023

May 18, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: IDT CORP (IDT)
CIK: 0001005731
Period of Report: 2023-05-16

Reporting Person: WARTELL DAVID (CHIEF TECHNOLOGY OFFICER)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-05-16	Class B Common Stock, par value $.01 per share	A	8000	$0.00	Acquired	16927	Direct
2023-05-17	Class B Common Stock, par value $.01 per share	M	2918	$32.37	Acquired	19845	Direct
2023-05-17	Class B Common Stock, par value $.01 per share	F	781	$32.37	Disposed	19064	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-05-16	Deferred Stock Units	$	A	3000	Acquired		Class B Common Stock (3000)	Direct
2023-05-17	Deferred Stock Units	$	M	2334	Disposed		Class B Common Stock (2334)	Direct

Footnotes

F1: Represents a grant of 8,000 restricted shares of Class B common stock ("Restricted Stock") that will vest, and vest in full, only if the Class B common stock closes above $50 per share for 10 consecutive trading days prior to February 25, 2025.

F2: Consists of 8,927 shares of Class B common stock issued upon the vesting of deferred stock units ("DSUs") and 8,000 shares of Restricted Stock that will vest, and vest in full, only if the Class B common stock closes above $50 per share for 10 consecutive trading days prior to February 25, 2025.

F3: Of the 2,334 DSUs that were eligible to vest on May 17, 2023, the Reporting Person elected to vest all 2,334 DSUs on May 17, 2023 and did not roll any DSUs to the next vesting date of February 1, 2024. Under the terms of the IDT Corporation Equity Growth Program, due to the market price of the Issuer's Class B common stock in the period prior to the May 17, 2023 vesting date, each DSU that vested entitled the Reporting Person to receive 1.25 shares of Class B common stock.

F4: Consists of 11,845 shares of Class B common stock issued upon the vesting of DSUs and 8,000 shares of Restricted Stock that will vest, and vest in full, only if the Class B common stock closes above $50 per share for 10 consecutive trading days prior to February 25, 2025.

F5: Represents shares withheld by the Issuer for tax purposes upon the vesting of DSUs.

F6: Consists of 11,064 shares of Class B common stock issued upon the vesting of DSUs and 8,000 shares of Restricted Stock that will vest, and vest in full, only if the Class B common stock closes above $50 per share for 10 consecutive trading days prior to February 25, 2025.

F7: Represents grant of 3,000 DSUs, 2,000 of which vest on 2/21/2024 and 1,000 of which vest on 2/25/2025, with the recipient having the option on 2/21/2024 to defer vesting to the next scheduled vesting. The number of shares of Class B common stock that will be issued depends on the Market Price on the applicable vesting date as compared to the Grant Price of the DSUs ($25.41), with no less than 0.5 shares (Market Price less than $12.705) and no more than 2 shares (Market Price greater than $50.82), in 12.5% increments, to be issued for each DSU vested. Upon vesting of all of the DSUs, between 1,500 and 6,000 shares of Class B common stock will have been issued. "Market Price" for each vesting date will be the greater of (i) the closing price for the Class B common stock on the trading date immediately prior to such vesting date, and (ii) the average of the closing prices of the Class B common stock for the 20 trading days ending with the trading day immediately prior to such vesting date

F8: Represents 7,000 DSUs vesting ratably on 5/17/2023, 2/21/2024 and 2/25/2025, with the recipient having the option on 5/17/2023 and 2/21/2024 to defer vesting to the next scheduled vesting. The number of shares of Class B common stock that will be issued depends on the Market Price on the applicable vesting date as compared to the Grant Price of the DSUs ($25.41), with no less than 0.5 shares (Market Price less than $12.705) and no more than 2 shares (Market Price greater than $50.82), in 12.5% increments, to be issued for each DSU vested. Upon vesting of all of the DSUs, between 3,500 and 14,000 shares of Class B common stock will have been issued. "Market Price" for each vesting date will be the greater of (i) the closing price for the Class B common stock on the trading date immediately prior to such vesting date, and (ii) the average of the closing prices of the Class B common stock for the 20 trading days ending with the trading day immediately prior to such vesting date.