PodcastOne, Inc.·4

Apr 6, 9:30 PM ET

MERRIMAN D JONATHAN 4

4 · PodcastOne, Inc. · Filed Apr 6, 2026

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PodcastOne (PODC) Director D. Jonathan Merriman Receives 32,911 Shares

What Happened
D. Jonathan Merriman, a director of PodcastOne, received 32,911 shares on March 31, 2026 when vested restricted stock units (RSUs) were settled one-for-one into common stock. The Form 4 reports an “exercise/conversion of derivative” for 32,911 RSUs (acquired) and a corresponding disposition of the derivative at $0 — meaning the RSUs were converted to shares with no cash payment recorded. These RSUs were previously granted as director fees for service covering Oct 1, 2024–Sep 30, 2025.

Key Details

  • Transaction date: 2026-03-31 (settlement of vested RSUs).
  • Report filed: 2026-04-06 (Form 4 generally due within 2 business days; this filing appears to be later than that deadline).
  • Shares involved: 32,911 RSUs converted to 32,911 common shares. Acquisition price listed as N/A; derivative disposition shown at $0 (non‑cash settlement).
  • Shares owned after transaction: filing shows 32,911 newly issued shares from RSU settlement; total holdings across personal, trust and custodial accounts are referenced in footnotes but a post-transaction total is not stated in the filing.
  • Notable footnotes:
    • F1/F4: RSUs convert one-for-one to common stock; these RSUs were vested director fees and were settled by delivery of shares.
    • F2: Some shares are held by the D. Jonathan and Odile Merriman Family Trust; Merriman disclaims beneficial ownership of trust shares except for pecuniary interest.
    • F3: Some shares held in a custodial account for his son; Merriman disclaims beneficial ownership except for pecuniary interest.

Context
This was a compensation-related RSU settlement (award conversion), not an open-market buy or sale — a routine issuance for director fees. The Form 4 shows the extinguishment of derivative RSUs and issuance of common shares (typical reporting: exercise/conversion of the derivative and disposition of the derivative at $0). Such awards reflect compensation and do not by themselves indicate a personal buy or sell decision.

Insider Transaction Report

Form 4
Period: 2026-03-31
Transactions
  • Exercise/Conversion

    Common Stock, $0.00001 par value

    [F1]
    2026-03-31+32,911249,363 total
  • Exercise/Conversion

    Restricted Stock Units

    [F1][F4]
    2026-03-3132,9110 total
    Common Stock, $0.00001 par value (32,911 underlying)
Holdings
  • Common Stock, $0.00001 par value

    [F2]
    (indirect: See footnote)
    292,532
  • Common Stock, $0.00001 par value

    [F3]
    (indirect: See footnote)
    5,200
Footnotes (4)
  • [F1]Restricted Stock Units convert into the Issuer's common stock on a one-for-one basis.
  • [F2]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.
  • [F3]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.
  • [F4]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.
Signature
/s/ D. Jonathan Merriman|2026-04-06

Documents

1 file
  • 4
    ownership.xmlPrimary