PodcastOne insider Form 4: Christopher Gray awarded 700,000 performance RSUs

Rhea-AI Filing Summary

PodcastOne, Inc. (PODC) – Form 4 (filed 07/21/2025)

President Christopher Gray received an initial grant of 700,000 Restricted Stock Units (RSUs) on 06/27/2025 under his Employment Agreement effective 06/01/2025. The RSUs convert to common stock 1-for-1 and carry no exercise price.

Time-based vesting: 175,000 RSUs vest every six months, with full vesting after two years.
Performance accelerators: Each one-third tranche may vest sooner if the stock trades at or above $3.50, $5.00, and $10.00 respectively for 90 consecutive days during the agreement term.
Acceleration events: Immediate vesting on change of control, death, disability, or EA termination.

Following the grant, Gray beneficially owns 700,000 derivative securities and no change to his reported non-derivative holdings was disclosed. No purchase or sale of existing shares occurred; the filing records only the new RSU award. Potential share issuance represents dilution if vesting conditions are met but also strengthens alignment between executive compensation and shareholder value.

Positive

• Performance-based vesting requires sustained price targets ($3.50, $5.00, $10.00), directly linking compensation to shareholder returns.
• No cash outlay; RSUs cost-effective versus cash bonuses, preserving liquidity.

Negative

• Potential dilution of up to 700,000 new shares if all milestones are met.
• Acceleration on change of control could trigger full issuance irrespective of long-term performance.

Insights

Executive Compensation Analyst

TL;DR – 700k performance-linked RSUs granted; aligns incentives but adds dilution risk.

The award is sizeable for a micro-cap like PODC and could materially dilute ownership if fully vested. However, vesting hurdles at $3.50/$5/$10 (well above recent trading range) tie value creation directly to share-price appreciation, mitigating shareholder concern. Immediate vesting on change-of-control is typical but means any takeover would crystallize dilution. Overall, the filing signals renewed focus on growth with tightly defined incentives rather than routine cash pay.

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

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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).

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 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/27/2025

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)	06/27/2025		A		700,000		(2)(3)(4)	(2)(3)(4)	Common Stock, $0.00001 par value	700,000	$0	700,000	D

Explanation of Responses:

1. Represents the Issuer's Restricted Stock Units (the "RSUs") which are settled in the Issuer's common stock on a one-for-one basis.

2. The RSUs were granted to the Reporting Person pursuant to the Employment Agreement, dated as of June 27, 2025 (the "EA"), and effective as of June 1, 2025 (the "Effective Date"), entered into between the Reporting Person and the Issuer. 175,000 of the RSUs shall vest on the six-month anniversary of the Effective Date (the "Initial Vesting Date"), and the remaining RSUs shall vest thereafter in equal amounts of 175,000 RSUs on each subsequent six-month anniversary of the Initial Vesting Date, with the last tranche to vest on the two year anniversary of the Effective Date (inclusive); (continued to Footnote 3)

3. (continued from Footnote 2) provided that the RSUs shall vest earlier than the foregoing applicable vesting dates as follows: (x) one-third of the RSUs shall vest if during the term of the EA (the "Term"), the shares of the Issuer's common stock have traded at a price of $3.50 per share or more for a period of at least 90 consecutive days, (y) one-third of the RSUs shall vest if during the Term, the shares of the Issuer's common stock have traded at a price of $5.00 per share or more for a period of at least 90 consecutive days, and (z) one-third of the RSUs shall vest if during the Term, the shares of the Issuer's common stock have traded at a price of ten $10.00 per share or more for a period of at least 90 consecutive days, (continued to Footnote 4)

4. (continued from Footnote 3) subject to the Reporting Person's continued employment with the Issuer through each applicable vesting date and subject to earlier full vesting upon a PC1 Change of Control (as defined in EA) or such other earlier vesting acceleration conditions as provided in the EA. Each vested RSU shall be settled by delivery to the Reporting Person of one share of the Issuer's common stock on the first to occur of: (i) the date of a PC1 Change of Control, (ii) the date of the Reporting Person's death, (iii) the date of the Reporting Person's Disability (as defined in the EA) and (iv) the expiration or the effective date of termination of the EA.

	/s/ Christopher Gray	07/21/2025
	** 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.
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FAQ

How many RSUs did PODC President Christopher Gray receive?

He was granted 700,000 Restricted Stock Units on 06/27/2025.

What are the share-price milestones tied to the RSU vesting for PODC?

Early vesting occurs if the stock trades ≥$3.50, $5.00 and $10.00 for 90 consecutive days, each unlocking one-third of the award.

When will the time-based tranches of the RSUs vest?

175,000 RSUs vest every six months starting on the six-month anniversary of 06/01/2025, fully vesting after two years.

Does the grant involve any cash payment by the executive?

No. The RSUs are awarded at $0 cost and convert 1-for-1 into common shares upon vesting.

Could the RSUs vest earlier than scheduled?

Yes, they accelerate on meeting price milestones, a change of control, death, disability, or termination events specified in the Employment Agreement.