[Form 4] PodcastOne, Inc. Insider Trading Activity

Rhea-AI Filing Summary

PodcastOne, Inc. (PODC) director D. Jonathan Merriman reported a mix of transactions on 09/04/2025. He acquired 10,000 shares of common stock at $1.58 per share under transaction code P, and the filing also shows a disposition of 216,452 shares. After the transactions he beneficially owns 242,379 shares indirectly through the D. Jonathan and Odile Merriman Family Trust and 5,200 shares indirectly in a custodial account for his son; footnotes state he disclaims beneficial ownership except for pecuniary interests in those accounts. The form is signed 09/08/2025 by the reporting person.

Positive

• Insider purchase disclosed: 10,000 shares acquired at $1.58, showing a reported buy by a director
• Full disclosure of indirect holdings: Footnotes explain trust and custodial account ownership and disclaimers

Negative

• Large disposition: 216,452 shares were disposed of on 09/04/2025, a material sale relative to reported holdings
• No explanatory note for sale: Filing does not state the reason for the large disposition, limiting context for investors

Insights

Financial Analyst

TL;DR: Director executed a modest purchase and a much larger sale on the same date, leaving significant indirect holdings.

The reported 10,000-share purchase at $1.58 could signal a targeted reinvestment or plan-based acquisition given the P code, while the 216,452-share disposition is material relative to the post-transaction direct/indirect holdings reported. Holdings remain concentrated indirectly via a family trust and custodial account totaling 247,579 shares when combined. For investors this is a notable insider activity disclosure but the filing provides no reason for the sale, so market interpretation should rely on additional context.

Corporate Governance Expert

TL;DR: Insider transaction mix raises governance questions about timing and intent but is fully disclosed with ownership footnotes.

The filing clearly identifies the reporting person as a director and provides required footnote disclosures explaining indirect ownership via a family trust and a custodial account. The simultaneous large disposition and smaller purchase are compliant with Section 16 reporting; however, without accompanying plans or explanations the transaction pattern is ambiguous from a governance standpoint. Documentation appears complete and properly signed.

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
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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^*

MERRIMAN D JONATHAN

(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)
09/04/2025

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
Common Stock, $0.00001 par value	09/04/2025		P		10,000	A	$1.58	242,379	I	See footnote(1)
Common Stock, $0.00001 par value								5,200	I	See footnote(2)
Common Stock, $0.00001 par value								216,452	D

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

Explanation of Responses:

1. 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.

2. 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.

	/s/ D. Jonathan Merriman	09/08/2025
	** 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.
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 insider transactions did D. Jonathan Merriman report on Form 4 for PODC?

He acquired 10,000 shares at $1.58 per share and disposed of 216,452 shares, with transactions dated 09/04/2025 and form signed 09/08/2025.

How many PODC shares does Merriman beneficially own after the reported transactions?

He is reported to beneficially own 242,379 shares indirectly via a family trust and 5,200 shares indirectly in a custodial account following the transactions.

What is the nature of Merriman's ownership in the shares reported on the Form 4?

Ownership is primarily indirect: shares held by the D. Jonathan and Odile Merriman Family Trust and a custodial account for his son; Merriman disclaims beneficial ownership except for pecuniary interest.

What does transaction code 'P' mean on this Form 4?

The form lists code 'P' for the 10,000-share acquisition; the filing itself does not provide a narrative explanation of the code beyond the transaction entry.

Was the Form 4 signed and when?

Yes. The Form 4 is signed by D. Jonathan Merriman on 09/08/2025.