MERRIMAN D JONATHAN 4
4 · PodcastOne, Inc. · Filed May 8, 2026
Research Summary
AI-generated summary of this filing
PodcastOne (PODC) Director D. Jonathan Merriman Receives RSU Award
What Happened D. Jonathan Merriman, a director and the lead director of PodcastOne, was granted 250,000 Restricted Stock Units (RSUs) on 2026-05-06 as director fees. The award is recorded at $0.00 per share (an equity/derivative grant rather than a purchase), and each RSU represents a contingent right to one share of common stock or the cash value thereof. The RSUs vest in three equal annual tranches (1/3 on the 12‑month anniversary and the remaining two 1/3 tranches on each subsequent 12‑month anniversary), subject to continued service.
Key Details
- Transaction date: 2026-05-06 (Form 4 filed 2026-05-08; timely — within the 2‑business‑day requirement).
- Grant: 250,000 RSUs; reported price $0.00 (award/derivative, transaction code A).
- Vesting: 1/3 at 12 months, then 1/3 each year thereafter (fully vested on the 3‑year anniversary, subject to continued service).
- Settlement: Each RSU converts to one share or cash at the Board’s discretion under the 2022 Equity Incentive Plan; the Reporting Person may elect to defer settlement until earlier of leaving the Board or up to five years from the vesting date.
- Condition: Settlement is subject to shareholder approval of Amendment No. 1 to the Plan (the grant is made contingent on that approval).
- Shares owned after transaction: Not specified in this filing.
- No sale or exercise occurred — this is a compensation grant, not a market purchase or sale.
Context RSUs are a form of compensation that do not convey actual shares until they vest and are settled; they are common for directors and executives. Because the award vests over time and may be settled in cash or stock (and is contingent on shareholder approval), it does not represent an immediate ownership stake or an immediate market purchase/sale. Such grants are routine compensation for board service and are informative about pay structure but do not, by themselves, indicate insider buying or selling sentiment.
Insider Transaction Report
- Award
Restricted Stock Units
[F1][F2]2026-05-06+250,000→ 250,000 total→ Common Stock, $0.00001 par value (250,000 underlying)
Footnotes (2)
- [F1]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") as the lead director. The RSUs shall vest over three years, with 1/3rd of the RSUs to vest on the 12-month anniversary of the grant date (the "Initial Vesting Date"), and the remaining RSUs shall vest thereafter in equal 1/3rd tranches on each subsequent 12-month anniversary of the Initial Vesting Date, with the last tranche to vest on the three year anniversary of the Initial Vesting Date (inclusive), subject to the Reporting Person's continued service on the Board through each applicable 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 "Plan") the form of payout of the RSUs (cash and/or stock).
- [F2]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. Settlement of the RSUs shall remain subject to approval of Amendment No. 1 to the Plan by the shareholders of the Issuer, pursuant to which the grant is being made.