RSU grant gives PodcastOne (PODC) director 32,911 units for board service

Rhea-AI Filing Summary

MERRIMAN D JONATHAN reported acquisition or exercise transactions in this Form 4 filing.

PodcastOne, Inc. director Jonathan D. Merriman received a grant of 32,911 Restricted Stock Units as board fees for service from October 1, 2024 to September 30, 2025. These RSUs vest on March 31, 2026, contingent on his continued board service through that date.

Each RSU represents a right to receive one share of common stock or its cash value, with the form of payout (cash and/or stock) determined by the board under the 2022 Equity Incentive Plan. Merriman may elect to defer settlement until he leaves the board or up to five years after vesting. Following this award, he holds 32,911 RSUs directly.

SEC Form 4

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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

MERRIMAN D JONATHAN

(Last) (First) (Middle)

C/O PODCASTONE, INC.

345 NORTH MAPLE DRIVE, SUITE 295

(Street)

BEVERLY HILLS CA 90210

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PodcastOne, Inc. [ PODC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Restricted Stock Units	(1)	03/09/2026		A		32,911		(1)	(1)	Common Stock, $0.00001 par value	32,911	$0	32,911	D

Explanation of Responses:

1. The Restricted Stock Units (the "RSUs") were granted to the Reporting Person as director fees for service on the Issuer's board of directors (the "Board") for the period from October 1, 2024 to September 30, 2025. The RSUs shall vest on March 31, 2026 (the "Vesting Date"), subject to the Reporting Person's continued service on the Board through the Vesting Date. Each RSU represents a contingent right to receive one share of the Issuer'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 Issuer's 2022 Equity Incentive Plan the form of payout of the RSUs (cash and/or stock). The Reporting Person shall have the option to defer the settlement of the RSUs until the earlier of such time as the Reporting Person is no longer serving on the Board or up to five years from the vesting date.

	/s/ D. Jonathan Merriman	03/11/2026
	** 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.

FAQ

What did PodcastOne (PODC) director Jonathan Merriman receive in this Form 4?

Jonathan Merriman received a grant of 32,911 Restricted Stock Units as board compensation. The award covers his service on PodcastOne’s board from October 1, 2024 to September 30, 2025, and is reported as an acquisition of derivative securities.

When do Jonathan Merriman’s 32,911 PodcastOne (PODC) RSUs vest?

The 32,911 Restricted Stock Units vest on March 31, 2026. Vesting is conditioned on Merriman continuing to serve on PodcastOne’s board of directors through that vesting date, aligning the award with ongoing director service over the covered period.

How can Jonathan Merriman’s PodcastOne (PODC) RSUs be settled?

Each RSU can be settled in either one share of common stock or the cash value of a share. PodcastOne’s board, under the 2022 Equity Incentive Plan, decides the mix of cash and/or stock when the RSUs are ultimately settled.

Can the settlement of PodcastOne (PODC) RSUs be deferred by Jonathan Merriman?

Yes. Merriman may defer settlement of the RSUs until the earlier of when he no longer serves on the board or up to five years after the March 31, 2026 vesting date, providing flexibility on when he receives stock or cash.

How many PodcastOne (PODC) RSUs does Jonathan Merriman hold after this transaction?

After this grant, Merriman holds 32,911 Restricted Stock Units directly. These RSUs are derivative securities tied to PodcastOne common stock and will only convert into shares or cash once they vest and are settled in the future.

Is this PodcastOne (PODC) Form 4 a stock purchase or sale by Jonathan Merriman?

No. The Form 4 reports a grant of 32,911 Restricted Stock Units as director compensation, not an open-market stock purchase or sale. The RSUs were awarded at no cost and will vest later, subject to continued board service.