Is the PodcastOne (PODC) equity plan share increase already effective?

The 2,000,000-share increase to PodcastOne’s 2022 Equity Incentive Plan is subject to stockholder approval. The company anticipates obtaining this approval at its 2026 annual meeting of stockholders, as stated in the disclosure, before the added shares can be fully utilized.

PodcastOne ups equity plan by 2M shares

Q: When did PodcastOne (PODC) approve the increase to its equity plan?

PodcastOne amended its 2022 Equity Incentive Plan on April 8, 2026. The filing states that the board of directors had previously approved the 2,000,000-share increase, which still requires stockholder approval at the 2026 annual meeting before becoming fully effective.

Q: How many additional shares are available under PodcastOne’s 2022 Equity Incentive Plan?

The amendment adds 2,000,000 additional shares of common stock to the 2022 Equity Incentive Plan. These shares are intended to be available for future equity awards granted under the plan, assuming stockholders approve the increase at the 2026 annual meeting.

PodcastOne, Inc. amended its 2022 Equity Incentive Plan on April 8, 2026 to increase the number of common shares available for issuance under the plan by 2,000,000 shares.

Accepted by SEC EDGAR 04/10/2026 - 04:05 PM EDT

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

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Form Type

8-K

Rhea-AI Filing Summary

PodcastOne, Inc. amended its 2022 Equity Incentive Plan on April 8, 2026 to increase the number of common shares available for issuance under the plan by 2,000,000 shares. This expansion of the equity pool has been approved by the board of directors and remains subject to stockholder approval at the company’s 2026 annual meeting.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Equity Plan Share Increase: 2,000,000 shares

1 metrics

Equity Plan Share Increase 2,000,000 shares Additional common shares available under 2022 Equity Incentive Plan

Key Terms

Equity Incentive Plan, Emerging growth company, annual meeting of stockholders, Form 8-K

4 terms

Equity Incentive Plan financial

"amended its 2022 Equity Incentive Plan (the “Plan”) to increase"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

Emerging growth company regulatory

"Emerging growth company Item 5.02 Departure of Directors"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

annual meeting of stockholders financial

"approval of the Company’s stockholders, which the Company anticipates obtaining at its 2026 annual meeting of stockholders"

Form 8-K regulatory

"Item 5.02 Departure of Directors or Certain Officers; Election of Directors"

A Form 8-K is a report that companies file with the government to share important news quickly, such as changes in leadership, major business deals, or financial updates. It matters because it helps investors stay informed about significant events that could affect the company's value or stock price.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What change did PodcastOne (PODC) make to its 2022 Equity Incentive Plan?

PodcastOne amended its 2022 Equity Incentive Plan to increase the number of common shares available for issuance by 2,000,000 shares. This change expands the pool of stock that can be granted to eligible participants under the plan, pending stockholder approval.

When did PodcastOne (PODC) approve the increase to its equity plan?

PodcastOne amended its 2022 Equity Incentive Plan on April 8, 2026. The filing states that the board of directors had previously approved the 2,000,000-share increase, which still requires stockholder approval at the 2026 annual meeting before becoming fully effective.

How many additional shares are available under PodcastOne’s 2022 Equity Incentive Plan?

The amendment adds 2,000,000 additional shares of common stock to the 2022 Equity Incentive Plan. These shares are intended to be available for future equity awards granted under the plan, assuming stockholders approve the increase at the 2026 annual meeting.

Which SEC form did PodcastOne (PODC) use to disclose the equity plan amendment?

PodcastOne disclosed the amendment to its 2022 Equity Incentive Plan in a Form 8-K. The filing describes the 2,000,000-share increase to the equity pool and notes that this change was previously approved by the board and remains subject to stockholder approval.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 8, 2026

PODCASTONE, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-41795		35-2503373
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

345 North Maple Drive, Suite 295

Beverly Hills, CA 90210

(Address of principal executive offices) (Zip Code)

(310) 858-0888

(Registrant’s telephone number, including area code)

n/a

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, $0.00001 par value per share		PODC		The NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On April 8, 2026, PodcastOne, Inc. (the “Company”) amended its 2022 Equity Incentive Plan (the “Plan”) to increase the number of shares of common stock available for issuance under the Plan by 2,000,000 shares (the “EIP Increase”), which EIP Increase was previously approved by the Company’s board of directors. The EIP Increase is subject to approval of the Company’s stockholders, which the Company anticipates obtaining at its 2026 annual meeting of stockholders.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number		Description
10.1*		Amendment No. 1 to the PodcastOne, Inc. 2022 Equity Incentive Plan.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PODCASTONE, INC.

Dated: April 10, 2026	By:	/s/ Ryan Carhart
	Name:	Ryan Carhart
	Title:	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

EX-10.1 AMENDMENT NO. 1 TO THE PODCASTONE, INC. 2022 EQUITY INCENTIVE PLAN 5.9 KB