PodcastOne (PODC) director receives 38,396 RSUs as board compensation

Rhea-AI Filing Summary

Arani Ramin reported acquisition or exercise transactions in this Form 4 filing.

PodcastOne, Inc. director Ramin Arani received a grant of 38,396 Restricted Stock Units as board compensation. The award covers service from October 1, 2024 to September 30, 2025 and brings his directly held RSU balance reported in this filing to 38,396 units.

The RSUs are scheduled to vest on March 31, 2026, provided he continues serving on the board through that date. Each RSU represents a contingent right to receive either one share of PodcastOne common stock or the cash value, with the board deciding the payout form under the 2022 Equity Incentive Plan.

Arani may choose to defer settlement of the RSUs until he leaves the board or for up to five years after vesting. This filing reflects a compensation-related equity grant rather than an open-market purchase or sale of shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Arani Ramin

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	38,396	$0.00	--

Holdings After Transaction: Restricted Stock Units — 38,396 shares (Direct)

Footnotes (1)

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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^*

Arani Ramin

(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		38,396		(1)	(1)	Common Stock, $0.00001 par value	38,396	$0	38,396	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/ Ramin Arani	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 Ramin Arani report in this Form 4?

Ramin Arani reported an award of 38,396 Restricted Stock Units as director fees. These RSUs are a form of equity compensation tied to his board service and do not represent an open-market stock purchase or sale.

How many Restricted Stock Units did PODC grant to director Ramin Arani?

PodcastOne granted Ramin Arani 38,396 Restricted Stock Units. This entire amount is shown as directly owned following the transaction, reflecting a single compensation grant rather than multiple purchases or sales in the market.

When do Ramin Arani’s PodcastOne RSUs vest and what is the service period?

The RSUs vest on March 31, 2026, if Arani continues serving on the board through that date. They were granted as director fees covering his service period from October 1, 2024 to September 30, 2025.

What does each PodcastOne RSU granted to Ramin Arani represent?

Each Restricted Stock Unit represents a contingent right to receive either one share of PodcastOne common stock or the cash value. The board will decide the payout form in line with the company’s 2022 Equity Incentive Plan.

Can Ramin Arani defer settlement of his PodcastOne RSUs?

Yes. Arani 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.

Is the PODC Form 4 for a market trade or a compensation grant?

The Form 4 reflects a compensation-related equity grant, not a market trade. The 38,396 RSUs were awarded as director fees, with no purchase price per unit and no reported open-market buying or selling in this filing.