MERRIMAN D JONATHAN 4

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.