PodcastOne (PODC) director receives 34,740 RSUs as board compensation

Rhea-AI Filing Summary

Wachsberger Patrick D reported acquisition or exercise transactions in this Form 4 filing.

PodcastOne director Patrick D. Wachsberger received 34,740 restricted stock units (RSUs) as a compensation award. The RSUs cover his board service from October 1, 2024 to September 30, 2025 and leave him with 34,740 derivative securities reported after this grant.

The RSUs will vest on March 31, 2026, as long as he continues serving on the board through that date. Each RSU represents a right to receive one share of PodcastOne common stock or its cash value, with the board deciding the payout form under the 2022 Equity Incentive Plan. He may defer settlement until he leaves the board or for up to five years after vesting.

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).

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^*

Wachsberger Patrick D

(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		34,740		(1)	(1)	Common Stock, $0.00001 par value	34,740	$0	34,740	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/ Patrick Wachsberger	03/17/2026
	** 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 Patrick D. Wachsberger report on this Form 4?

Patrick D. Wachsberger reported receiving 34,740 restricted stock units (RSUs) as a compensation award for his service on PodcastOne’s board. These RSUs are a routine, non-cash equity grant rather than an open-market purchase or sale of the company’s stock.

How many restricted stock units did the PodcastOne (PODC) director receive?

He received 34,740 restricted stock units (RSUs), all reported as directly owned after the transaction. Each RSU represents a contingent right to one share of PodcastOne common stock or its cash value, subject to the plan’s terms and future vesting and settlement conditions.

When do Patrick D. Wachsberger’s RSUs at PodcastOne (PODC) vest?

The RSUs are scheduled to vest on March 31, 2026, if he continues serving on the board through that date. Vesting is a key condition; without continuous service until vesting, some or all of the units may not become payable under the plan.

What period of service do these PodcastOne (PODC) RSUs compensate?

The RSUs were granted as director fees for board service from October 1, 2024 to September 30, 2025. Instead of cash, this grant compensates the director with equity-based awards that may settle in stock, cash, or a combination, depending on board decisions.

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

Yes. He may defer settlement of the RSUs until he no longer serves on the board or for up to five years after the vesting date. This deferral option affects when he actually receives stock or cash from the vested units.

Will Patrick D. Wachsberger receive PodcastOne (PODC) stock or cash for these RSUs?

Each RSU can settle into either one share of common stock or the cash value of that share. PodcastOne’s board decides the form of payout, in cash, stock, or a mix, under the terms of the company’s 2022 Equity Incentive Plan.