PodcastOne (PODC) awards 150,000 milestone-based RSUs to President Gray

Rhea-AI Filing Summary

Gray Christopher reported acquisition or exercise transactions in this Form 4 filing.

PodcastOne, Inc. reported that its President, Christopher Gray, received two grants of Restricted Stock Units as bonus compensation for reaching milestones. He was awarded 100,000 RSUs on June 23, 2025, vesting April 21, 2027 subject to stockholder approval of a plan amendment and irrespective of his employment status on that date, and 50,000 RSUs on March 9, 2026, vesting January 8, 2028 irrespective of his employment status. Each RSU represents a contingent right to one share of common stock or equivalent cash, with payout form determined under the company’s 2022 Equity Incentive Plan.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Gray Christopher

Role President

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units F1, F3	50,000	$0.00	$0.00
Grant/Award	Restricted Stock Units F1, F2	100,000	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 150,000 shares (Direct)

Footnotes (3)

1. F1. Represents the Issuer's Restricted Stock Units (the "RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's common stock or the cash value thereof. The Issuer's board of directors, in its sole discretion, will determine in accordance with the terms and conditions of the Issuer's 2022 Equity Incentive Plan, as amended, the form of payout of the RSUs (cash and/or stock).
2. F2. These RSUs were granted to the Reporting Person as bonus compensation in recognition of reaching certain milestones, which RSUs shall vest in full on April 21, 2027, irrespective of the Reporting Person's employment status with the Issuer on such vesting date. The grant of these RSUs is subject to approval by the Issuer's stockholders of an amendment to the Plan to be voted upon by the Issuer's stockholders at the Issuer's 2026 Annual Meeting of Stockholders.
3. F3. These RSUs were granted to the Reporting Person as bonus compensation in recognition of reaching certain milestones, which RSUs shall vest in full on January 8, 2028, irrespective of the Reporting Person's employment status with the Issuer on such vesting date.

Key Figures

RSUs granted June 23, 2025: 100,000 RSUs RSUs granted March 9, 2026: 50,000 RSUs Total RSUs granted: 150,000 RSUs +1 more

4 metrics

RSUs granted June 23, 2025 100,000 RSUs Bonus compensation vesting April 21, 2027, subject to stockholder approval

RSUs granted March 9, 2026 50,000 RSUs Bonus compensation vesting January 8, 2028

Total RSUs granted 150,000 RSUs Combined size of the June 23, 2025 and March 9, 2026 awards

RSU-to-share ratio 1 share per RSU Each RSU represents a contingent right to one share of common stock or cash value

Key Terms

Restricted Stock Units, contingent right, Equity Incentive Plan, bonus compensation

4 terms

Restricted Stock Units financial

"Represents the Issuer's Restricted Stock Units (the "RSUs"). Each RSU rep"

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.

contingent right financial

"Each RSU represents a contingent right to receive one share of the Issuer's"

Equity Incentive Plan financial

"terms and conditions of the Issuer's 2022 Equity Incentive Plan, as amended,"

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.

bonus compensation financial

"These RSUs were granted to the Reporting Person as bonus compensation in"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/28/2026 - 07:20 PM Accepted by SEC EDGAR 07/28/2026 - 07:20 PM Learn about SEC filing dates

FAQ

What RSU grants did PodcastOne (PODC) report for President Christopher Gray?

President Christopher Gray received two milestone-based RSU grants from PodcastOne. He was granted 100,000 Restricted Stock Units on June 23, 2025 and 50,000 Restricted Stock Units on March 9, 2026, each convertible into common stock or cash under the 2022 Equity Incentive Plan.

When do Christopher Gray's RSUs in PodcastOne (PODC) vest?

Gray’s 100,000 RSUs granted June 23, 2025 vest in full on April 21, 2027. His 50,000 RSUs granted March 9, 2026 vest in full on January 8, 2028, with both grants vesting irrespective of his employment status on the respective vesting dates.

Are Christopher Gray's 2025 RSUs at PodcastOne (PODC) subject to stockholder approval?

Yes. The 100,000 RSUs granted June 23, 2025 will vest April 21, 2027, but the grant is subject to approval by PodcastOne stockholders of an amendment to the 2022 Equity Incentive Plan at the company’s 2026 Annual Meeting of Stockholders.

How many PodcastOne (PODC) shares could Christopher Gray receive from these RSUs?

The grants cover 150,000 Restricted Stock Units in total, each RSU representing a contingent right to receive one share of PodcastOne common stock or equivalent cash, with the payout form determined at the board’s discretion under the 2022 Equity Incentive Plan.

What is the nature of the RSU bonus compensation for PodcastOne (PODC)'s president?

Both RSU grants to Christopher Gray are described as bonus compensation for reaching certain milestones. The awards vest on fixed future dates, regardless of his employment status at vesting, and may be settled in stock, cash, or a combination, per plan terms.

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
Estimated average burden
hours per response:			0.5

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^*

Gray Christopher

(Last) (First) (Middle)

C/O PODCASTONE, INC.

345 NORTH MAPLE DRIVE, SUITE 295

(Street)

BEVERLY HILLS CALIFORNIA 90210

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/23/2025

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

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

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

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)	06/23/2025		A		100,000		(2)	(2)	Common Stock, $0.00001 par value	100,000	$0	100,000	D
Restricted Stock Units	(1)	03/09/2026		A		50,000		(1)(3)	(3)	Common Stock, $0.00001 par value	50,000	$0	50,000	D

Explanation of Responses:

1. Represents the Issuer's Restricted Stock Units (the "RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's common stock or the cash value thereof. The Issuer's board of directors, in its sole discretion, will determine in accordance with the terms and conditions of the Issuer's 2022 Equity Incentive Plan, as amended, the form of payout of the RSUs (cash and/or stock).

2. These RSUs were granted to the Reporting Person as bonus compensation in recognition of reaching certain milestones, which RSUs shall vest in full on April 21, 2027, irrespective of the Reporting Person's employment status with the Issuer on such vesting date. The grant of these RSUs is subject to approval by the Issuer's stockholders of an amendment to the Plan to be voted upon by the Issuer's stockholders at the Issuer's 2026 Annual Meeting of Stockholders.

3. These RSUs were granted to the Reporting Person as bonus compensation in recognition of reaching certain milestones, which RSUs shall vest in full on January 8, 2028, irrespective of the Reporting Person's employment status with the Issuer on such vesting date.

	/s/ Christopher Gray	07/28/2026
	** 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.
* Form 4: SEC 1474 (03-26)