PodcastOne (PODC) director settles 32,911 RSUs, reports direct and indirect holdings

Rhea-AI Filing Summary

PodcastOne, Inc. director D. Jonathan Merriman exercised 32,911 Restricted Stock Units into common shares. On March 31, 2026, 32,911 RSUs converted one-for-one into the company’s common stock as part of his director fees for service from October 1, 2024 to September 30, 2025.

Following the settlement, Merriman held 249,363 common shares directly. In addition, 292,532 shares are held by the D. Jonathan and Odile Merriman Family Trust and 5,200 shares are held in a custodial account for his son, where he has voting and dispositive power but disclaims beneficial ownership except for his pecuniary interest.

Insights

Equity compensation analyst

Merriman’s Form 4 shows routine RSU settlement into common stock with continued sizable holdings.

This filing reflects equity compensation rather than open‑market trading. D. Jonathan Merriman had 32,911 Restricted Stock Units settle into an equal number of PodcastOne common shares at a stated price of $0.00, consistent with stock-based director fees.

After settlement, he directly owned 249,363 shares, with additional indirect positions via a family trust and a custodial account noted at 292,532 and 5,200 shares, respectively, subject to beneficial ownership disclaimers. With 0 remaining derivative securities in this filing, this appears to be a routine compensation event rather than a directional bet.

Insider Trade Summary

32,911 shares exercised/converted

Mixed 4 txns

Insider MERRIMAN D JONATHAN

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	32,911	$0.00	--
Exercise	Common Stock, $0.00001 par value	32,911	$0.00	--
holding	Common Stock, $0.00001 par value	--	--	--
holding	Common Stock, $0.00001 par value	--	--	--

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock, $0.00001 par value — 249,363 shares (Direct); Common Stock, $0.00001 par value — 292,532 shares (Indirect, See footnote)

Footnotes (1)

1. Restricted Stock Units convert into the Issuer's common stock on a one-for-one basis. Represents shares held by the D. Jonathan and Odile Merriman Family Trust (the "Trust"), as the Reporting Person, a trustee of the Trust, holds shared voting and dispositive power over such shares. The Reporting Person disclaims beneficial ownership in such shares held by the Trust, except for his pecuniary interest therein. Represents shares held in a custodial account for the benefit of the Reporting Person's son under the Uniform Transfers to Minors Act, as the Reporting Person, as the custodian of the custodial account, holds voting and dispositive power over such shares. The Reporting Person disclaims beneficial ownership in such shares held by the custodial account, except for his pecuniary interest therein. Represents vested Restricted Stock Units (the "RSUs") that were settled on the reported date, which RSUs were previously granted to the Reporting Person as director fees for service on the Issuer's board of directors for the period from October 1, 2024 to September 30, 2025. Each vested RSU was settled by the Issuer by delivery to the Reporting Person of one share of Issuer's common stock.

Key Figures

RSUs settled: 32,911 units Direct common shares after transaction: 249,363 shares Family trust holdings: 292,532 shares +4 more

7 metrics

RSUs settled 32,911 units Restricted Stock Units converted one-for-one into common stock on March 31, 2026

Direct common shares after transaction 249,363 shares Direct PodcastOne common stock owned by Merriman following RSU settlement

Family trust holdings 292,532 shares Shares held by the D. Jonathan and Odile Merriman Family Trust, with beneficial ownership disclaimed except pecuniary interest

Custodial account holdings 5,200 shares Shares held in a custodial account for Merriman’s son under the Uniform Transfers to Minors Act

Exercise price per RSU $0.00 per share Stated price for RSU conversion to common stock

Service period for RSU grant Oct 1, 2024 – Sep 30, 2025 Board service period covered by the RSU-based director fees

Remaining derivative securities 0 units No remaining derivative positions shown in derivativeSummary after RSU settlement

Key Terms

Restricted Stock Units, pecuniary interest, Uniform Transfers to Minors Act, voting and dispositive power, +1 more

5 terms

Restricted Stock Units financial

"Restricted Stock Units convert into the Issuer's common stock on a one-for-one basis."

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.

pecuniary interest financial

"The Reporting Person disclaims beneficial ownership in such shares held by the Trust, except for his pecuniary interest therein."

Uniform Transfers to Minors Act financial

"Represents shares held in a custodial account for the benefit of the Reporting Person's son under the Uniform Transfers to Minors Act,"

voting and dispositive power financial

"holds shared voting and dispositive power over such shares."

beneficial ownership financial

"The Reporting Person disclaims beneficial ownership in such shares held by the Trust,"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Form 4 Insider Transactions: What Each Field Means →

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^*

MERRIMAN D JONATHAN

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026

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
Common Stock, $0.00001 par value	03/31/2026		M		32,911	A	(1)	249,363	D
Common Stock, $0.00001 par value								292,532	I	See footnote(2)
Common Stock, $0.00001 par value								5,200	I	See footnote(3)

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)	03/31/2026		M			32,911	(4)	(4)	Common Stock, $0.00001 par value	32,911	$0	0	D

Explanation of Responses:

1. Restricted Stock Units convert into the Issuer's common stock on a one-for-one basis.

2. Represents shares held by the D. Jonathan and Odile Merriman Family Trust (the "Trust"), as the Reporting Person, a trustee of the Trust, holds shared voting and dispositive power over such shares. The Reporting Person disclaims beneficial ownership in such shares held by the Trust, except for his pecuniary interest therein.

3. Represents shares held in a custodial account for the benefit of the Reporting Person's son under the Uniform Transfers to Minors Act, as the Reporting Person, as the custodian of the custodial account, holds voting and dispositive power over such shares. The Reporting Person disclaims beneficial ownership in such shares held by the custodial account, except for his pecuniary interest therein.

4. Represents vested Restricted Stock Units (the "RSUs") that were settled on the reported date, which RSUs were previously granted to the Reporting Person as director fees for service on the Issuer's board of directors for the period from October 1, 2024 to September 30, 2025. Each vested RSU was settled by the Issuer by delivery to the Reporting Person of one share of Issuer's common stock.

	/s/ D. Jonathan Merriman	04/06/2026
	** 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)

FAQ

What did D. Jonathan Merriman report in this Form 4 for PODC?

He reported the settlement of 32,911 Restricted Stock Units into an equal number of PodcastOne common shares. These RSUs were granted as director fees and converted on a one-for-one basis into stock on March 31, 2026, at a stated price of $0.00 per share.

How many PodcastOne (PODC) shares does Merriman now hold directly?

After the RSU settlement, Merriman directly holds 249,363 shares of PodcastOne common stock. This figure reflects his direct ownership only and excludes shares held indirectly through a family trust and a custodial account that are reported separately in the filing.

What are the details of Merriman’s indirect PODC share holdings?

Indirectly, 292,532 shares are held by the D. Jonathan and Odile Merriman Family Trust and 5,200 shares in a custodial account for his son. Merriman has voting and dispositive power but disclaims beneficial ownership except for his pecuniary interest in these indirect holdings.

Why were the 32,911 RSUs granted to Merriman at PodcastOne (PODC)?

The 32,911 Restricted Stock Units were granted as director fees for Merriman’s service on PodcastOne’s board. They cover the service period from October 1, 2024 to September 30, 2025, and each vested RSU was settled by delivering one share of common stock.

Did Merriman buy or sell PODC shares on the market in this Form 4?

No open-market purchase or sale is reported. The Form 4 shows an exercise of derivative securities, where previously granted Restricted Stock Units converted into common shares. The transactions represent equity compensation settlement, not a discretionary market trade in PodcastOne stock.

What does it mean that Merriman disclaims beneficial ownership of some PODC shares?

For the trust and custodial account holdings, Merriman disclaims beneficial ownership except for his pecuniary interest. This means he reports the shares due to voting or dispositive power but does not claim full economic ownership beyond his financial stake in those entities.