IDT CORP — Director's Dealing 2024

Feb 23, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: IDT CORP (IDT)
CIK: 0001005731
Period of Report: 2024-02-21

Reporting Person: ASH MENACHEM (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-02-21	Class B Common Stock, par value $.01 per share	M	2293	$35.625	Acquired	60167	Direct
2024-02-21	Class B Common Stock, par value $.01 per share	F	829	$35.625	Disposed	59338	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-02-21	Deferred Stock Units	$	M	1667	Disposed		Class B Common Stock (1667)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class B Common Stock, $.01 par value per share	2873	Indirect

Footnotes

F1: Of the 3,333 deferred stock units ("DSUs") that were eligible to vest on February 21, 2024, the Reporting Person elected to vest 1,667 DSUs on February 21, 2024 and to roll 1,666 DSUs to the next vesting date of February 25, 2025. 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 February 21, 2024 vesting date, each DSU that vested entitled the Reporting Person to receive 1.375 shares of Class B common stock.

F2: Consists of 15,205 shares of Class B common stock issued upon the vesting of DSUs, 28,962 fully vested restricted shares of the Issuer's Class B common stock ("Restricted Stock"), and 16,000 unvested 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: Represents shares withheld by the Issuer for tax purposes upon the vesting of DSUs.

F4: Consists of 14,376 shares of Class B common stock issued upon the vesting of DSUs, 28,962 fully vested shares of Restricted Stock, and 16,000 unvested 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: As of January 31, 2024.

F6: Represents 6,666 DSUs vesting ratably on 2/21/2024 and 2/25/2025, with the recipient having partially deferred vesting on 2/21/2024 to 2/25/2025. 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 3,333 and 13,332 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.