PodcastOne, Inc. — Director's Dealing 2025

Feb 25, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PodcastOne, Inc. (PODC)
CIK: 0001940177
Period of Report: 2025-01-16

Reporting Person: Gray Christopher (President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-02-19	Common Stock, $0.00001 par value	M	40625	—	Acquired	277046	Direct
2025-02-19	Common Stock, $0.00001 par value	M	25000	—	Acquired	302046	Direct
2025-02-19	Common Stock, $0.00001 par value	J	20500	$1.904	Disposed	281546	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-01-16	Restricted Stock Units	$	A	50000	Acquired		Common Stock, $0.00001 par value (50000)	Direct
2025-02-19	Restricted Stock Units	$	M	25000	Disposed		Common Stock, $0.00001 par value (25000)	Direct
2025-02-19	Restricted Stock Units	$	M	40625	Disposed		Common Stock, $0.00001 par value (40625)	Direct

Footnotes

F1: Restricted Stock Units convert into Common Stock on a one-for-one basis.

F2: The Restricted Stock Units (the "RSUs") were granted to the Reporting Person on January 16, 2025 (the "Grant Date"). Half of the RSUs vested on the Grant Date, and the remaining shares shall vest on the first anniversary of the Grant Date (the "Vesting Date"), subject to the Reporting Person's continued employment through the Vesting Date. Each RSU represents a contingent right to receive one share of the Issuer's common stock or the cash value thereof. The Issuer's board of directors, in its sole discretion, will determine in accordance with the terms and conditions of the Issuer's 2022 Equity Incentive Plan the form of payout of the RSUs (cash and/or stock).

F3: Represents vested RSUs that were settled on the reported date out of the original 50,000 RSUs granted to the Reporting Person. Each vested RSU was settled by the Issuer by delivery to the Reporting Person of one share of Issuer's common stock.

F4: Represents vested RSUs that were settled on the reported date out of the original 325,000 RSUs granted to the Reporting Person pursuant to the Employment Agreement, dated as of August 28, 2023 (the "EA"), entered into between the Reporting Person and the Issuer. Each vested RSU was settled by the Issuer by delivery to the Reporting Person of one share of Issuer's common stock.

F5: On the reported date these shares were sold by Issuer's broker into the open market solely to satisfy the Reporting Person's required tax withholding in connection with the settlement of the RSUs reported herein. The sale price represents a weighted average price as multiple executions were involved in completing the sale transaction. Additional detail regarding the individual execution prices is available upon request.