PodcastOne (PODC) lead director awarded 250,000 RSUs as fees

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

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

PodcastOne, Inc. director D. Jonathan Merriman received a grant of 250,000 Restricted Stock Units as fees for serving as lead director on the board. The RSUs vest over three years, with one-third vesting on the 12‑month anniversary of the grant and additional one‑third tranches on each of the next two anniversaries, subject to his continued board service.

Each RSU represents a contingent right to receive one share of common stock or its cash value, with the board choosing cash and/or stock under the 2022 Equity Incentive Plan. Settlement may be deferred until he leaves the board or up to five years after vesting and remains subject to shareholder approval of Amendment No. 1 to the plan.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider MERRIMAN D JONATHAN

Role null

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	250,000	$0.00	--

Holdings After Transaction: Restricted Stock Units — 250,000 shares (Direct, null)

Footnotes (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") as the lead director. The RSUs shall vest over three years, with 1/3rd of the RSUs to vest on the 12-month anniversary of the grant date (the "Initial Vesting Date"), and the remaining RSUs shall vest thereafter in equal 1/3rd tranches on each subsequent 12-month anniversary of the Initial Vesting Date, with the last tranche to vest on the three year anniversary of the Initial Vesting Date (inclusive), subject to the Reporting Person's continued service on the Board through each applicable 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 "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. Settlement of the RSUs shall remain subject to approval of Amendment No. 1 to the Plan by the shareholders of the Issuer, pursuant to which the grant is being made.

Key Figures

RSUs granted: 250,000 units Vesting schedule: 1/3 per year over 3 years Shares after transaction: 250,000 shares underlying +2 more

5 metrics

RSUs granted 250,000 units Director fee grant on 2026-05-06

Vesting schedule 1/3 per year over 3 years Annual tranches from 12-month anniversary of grant

Shares after transaction 250,000 shares underlying Total underlying common stock after RSU grant

Exercise price $0.00 per unit RSUs granted at no exercise cost

Deferral limit Up to 5 years Maximum deferral from each vesting date

Key Terms

Restricted Stock Units, vest, contingent right, 2022 Equity Incentive Plan, +2 more

6 terms

Restricted Stock Units financial

"The Restricted Stock Units (the "RSUs") were granted to the Reporting Person as director fees"

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.

vest financial

"The RSUs shall vest over three years, with 1/3rd of the RSUs to vest on the 12-month anniversary"

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

contingent right financial

"Each RSU represents a contingent right to receive one share of the Issuer's common stock or the cash value thereof"

2022 Equity Incentive Plan financial

"in accordance with the terms and conditions of the Issuer's 2022 Equity Incentive Plan (the "Plan")"

settlement financial

"The Reporting Person shall have the option to defer the settlement of the RSUs until the earlier of such time"

Settlement is the process of completing a financial transaction, like buying or selling a stock, by transferring money and ownership between parties. It ensures that both the buyer gets the asset and the seller gets paid, making the deal official. Without settlement, the transaction wouldn't be finalized or legally recognized.

Amendment No. 1 to the Plan financial

"Settlement of the RSUs shall remain subject to approval of Amendment No. 1 to the Plan by the shareholders"

Form 4 Insider Transactions: What Each Field Means →

05/08/2026 - 09:00 PM

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)
05/06/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	05/06/2026		A		250,000		⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock, $0.00001 par value	250,000	$0	250,000	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") as the lead director. The RSUs shall vest over three years, with 1/3rd of the RSUs to vest on the 12-month anniversary of the grant date (the "Initial Vesting Date"), and the remaining RSUs shall vest thereafter in equal 1/3rd tranches on each subsequent 12-month anniversary of the Initial Vesting Date, with the last tranche to vest on the three year anniversary of the Initial Vesting Date (inclusive), subject to the Reporting Person's continued service on the Board through each applicable 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 "Plan") the form of payout of the RSUs (cash and/or stock).

2. 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. Settlement of the RSUs shall remain subject to approval of Amendment No. 1 to the Plan by the shareholders of the Issuer, pursuant to which the grant is being made.

	/s/ D. Jonathan Merriman	05/08/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did the Form 4 for PodcastOne (PODC) report for D. Jonathan Merriman?

The Form 4 shows D. Jonathan Merriman received 250,000 Restricted Stock Units as director fees for serving as lead director on PodcastOne’s board. These RSUs are compensation, not an open‑market share purchase or sale, and represent a contingent right to future stock or cash.

How do the 250,000 RSUs granted to PodcastOne (PODC) director Merriman vest?

The 250,000 Restricted Stock Units vest over three years. One‑third vests on the 12‑month anniversary of the grant date, with the remaining two thirds vesting in equal one‑third tranches on each following 12‑month anniversary, contingent on Merriman’s continued service on the board.

What can PodcastOne (PODC) director Merriman receive when his RSUs settle?

Each Restricted Stock Unit gives Merriman a contingent right to receive either one share of PodcastOne common stock or the cash value of that share. The board decides whether settlement occurs in cash, stock, or a combination, under the company’s 2022 Equity Incentive Plan.

Can the PodcastOne (PODC) director defer settlement of his RSUs?

Yes. Merriman may defer settlement of his Restricted Stock Units until the earlier of when he no longer serves on the board or up to five years from each vesting date. This flexibility affects when he actually receives stock or cash from the award, not the vesting schedule.

What approvals affect the RSU grant to PodcastOne (PODC) director Merriman?

Settlement of the Restricted Stock Units is subject to shareholder approval of Amendment No. 1 to PodcastOne’s 2022 Equity Incentive Plan. The filing states that the RSU grant is being made pursuant to this amendment, so investor approval will govern whether and how the units ultimately settle.

How many PodcastOne (PODC) shares could Merriman hold from this RSU grant?

The award covers 250,000 Restricted Stock Units, each tied to one share of common stock. If fully vested and settled in stock, it would result in 250,000 shares, though the board may choose cash instead, and settlement can be deferred within the plan’s terms.