MERRIMAN D JONATHAN 4

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.