PodcastOne grants 250,000 RSUs to new lead director

PodcastOne, Inc. reported that independent director Jon Merriman received a grant of 250,000 restricted stock units (RSUs) in connection with his appointment as lead director of the board.

Filing Impact

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Form Type

8-K

Rhea-AI Filing Summary

PodcastOne, Inc. reported that independent director Jon Merriman received a grant of 250,000 restricted stock units (RSUs) in connection with his appointment as lead director of the board. The grant was approved under the company’s 2022 Equity Incentive Plan, as amended on April 8, 2026, and is subject to stockholder approval of that plan amendment at the 2026 annual meeting.

One-third of the RSUs vest on the first anniversary of the May 6, 2026 grant date, with the remaining thirds vesting on each of the next two anniversaries, so all units vest over three years if he continues as lead director. Each RSU represents a right to one share of common stock or its cash value, with the board deciding whether payout is in cash, stock, or a mix. Upon a Change of Control, all RSUs vest immediately before the transaction. The company states that the RSU issuance qualifies as an unregistered offering exempt from registration under Section 4(a)(2) of the Securities Act, Rule 506(b) of Regulation D and/or Rule 701.

8-K Event Classification

2 items: 3.02, 5.02

2 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

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.

Key Figures

RSU grant size: 250,000 RSUs Initial vesting fraction: 1/3 of RSUs Full vesting period: 3 years +2 more

5 metrics

RSU grant size 250,000 RSUs Granted May 6, 2026 to lead director Jon Merriman

Initial vesting fraction 1/3 of RSUs Vests on first anniversary of May 6, 2026 grant date

Full vesting period 3 years All RSUs vest by third anniversary of grant date

Plan amendment date April 8, 2026 Most recent amendment to 2022 Equity Incentive Plan

Change of Control vesting 100% of RSUs Vest immediately before a Change of Control event

Key Terms

restricted stock units, 2022 Equity Incentive Plan, Change of Control, Rule 506(b) of Regulation D, +1 more

5 terms

restricted stock units financial

"received a grant of 250,000 restricted stock units of the Company"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

2022 Equity Incentive Plan financial

"made under the Company’s 2022 Equity Incentive Plan (as amended"

Change of Control financial

"In the event of a Change of Control (as defined in the Plan)"

A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

Rule 506(b) of Regulation D regulatory

"pursuant to Rule 506(b) of Regulation D and/or Rule 701"

Rule 506(b) of Regulation D is a set of rules that allows companies to raise money from investors without having to register with the government, as long as they follow certain guidelines. It lets companies offer securities to a limited number of investors, often trusted or experienced ones, making it easier and quicker to raise funds compared to traditional methods. This rule matters to investors because it provides access to private investment opportunities that are generally less regulated but still require careful consideration.

Rule 701 regulatory

"pursuant to Rule 506(b) of Regulation D and/or Rule 701 promulgated"

FAQ

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

What did PodcastOne (PODC) disclose about Jon Merriman’s compensation?

PodcastOne disclosed that independent director Jon Merriman received 250,000 restricted stock units for becoming lead director. The award vests over three years and is subject to stockholder approval of an amendment to the 2022 Equity Incentive Plan at the 2026 annual meeting.

How many RSUs did PodcastOne (PODC) grant to its lead director?

PodcastOne granted Jon Merriman 250,000 restricted stock units in connection with his appointment as lead director. These units vest in three equal annual installments starting one year after the May 6, 2026 grant date, contingent on his continued service as lead director.

What is the vesting schedule for the PodcastOne (PODC) RSU grant?

The 250,000 RSUs vest one-third on the first anniversary of the May 6, 2026 grant date and one-third on each of the next two anniversaries. Full vesting takes three years, assuming Jon Merriman continues serving as lead director through each vesting date.

Is the PodcastOne (PODC) RSU grant to Jon Merriman fully approved?

The RSU grant is contingent on stockholders approving an amendment to PodcastOne’s 2022 Equity Incentive Plan. That amendment will be considered and voted on at the 2026 annual meeting, so the grant depends on receiving that stockholder approval.

What happens to the PodcastOne (PODC) RSUs if there is a Change of Control?

If a Change of Control, as defined in PodcastOne’s 2022 Equity Incentive Plan, occurs, 100% of Jon Merriman’s RSUs vest immediately before the transaction closes. This accelerates vesting compared with the normal three-year schedule tied to his service as lead director.

How will PodcastOne (PODC) settle the RSUs granted to Jon Merriman?

Each RSU represents a right to receive one share of PodcastOne common stock or its cash value. The board of directors, following the terms of the 2022 Equity Incentive Plan, will decide whether the payout is made in cash, stock, or a combination of both.

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

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Accepted by SEC EDGAR 05/12/2026 - 05:00 PM

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): May 6, 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

Securities registered pursuant to Section 12(g) of the Act: None

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 3.02 Unregistered Sales of Equity Securities

The disclosure required by this Item is included in Item 5.02 of this Current Report on Form 8-K and is incorporated herein by reference. Based in part upon the representations of the director of PodcastOne, Inc. (the “Company”), the offering and issuance of the RSUs (as defined below), was exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, pursuant to Rule 506(b) of Regulation D and/or Rule 701 promulgated thereunder and applicable state securities laws.

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

On May 6, 2026, Jon Merriman, an independent member of the board of directors (the “Board”) of the Company received a grant of 250,000 restricted stock units of the Company (the “RSUs”) in connection with his appointment as the lead director of the Board (the “Lead Director”), to serve in such position until his successor is appointed and qualified or until his earlier resignation or removal. Such grant was approved by the Board and was made under the Company’s 2022 Equity Incentive Plan (as amended, the “Plan”), as most recently amended on April 8, 2026 (the “Plan Amendment”). The Plan Amendment is subject to the Company’s receipt of stockholder approval of the Plan Amendment and shall be considered and voted upon by the stockholders of the Company at the Company’s upcoming 2026 annual meeting of stockholders, and therefore, the grant is subject to the Company receiving such stockholder approval. 1/3^rd of the RSUs shall vest on the one-year anniversary of the grant date (the “Initial Vesting Date”) and thereafter, 1/3^rd of the RSUs shall vest on each subsequent anniversary of the Initial Vesting Date (each an “Additional Vesting Date” and together with the Initial Vesting Date, the “Vesting Dates”), such that all of the RSUs shall fully vest on the three year anniversary of the grant date, in each case provided that Mr. Merriman continues to serve as the Lead Director through each applicable Vesting Date. Each RSU represents a contingent right to receive one share of the Company’s common stock or the cash value thereof. The Board, in its sole discretion, will determine in accordance with the terms and conditions of the Plan the form of payout of the RSUs (cash and/or stock). In the event of a Change of Control (as defined in the Plan), 100% of the RSUs shall vest immediately before the consummation of such event.

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: May 12, 2026	By:	/s/ Robert S. Ellin
	Name:	Robert S. Ellin
	Title:	Executive Chairman

Source: View Original Filing on SEC EDGAR

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