{"url_path":"/sec/podc/8-k/2026-05-12/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-12","source_url":"https://www.sec.gov/Archives/edgar/data/1940177/0001213900-26-055169-index.html","accession_number":"0001213900-26-055169","cik":"0001940177","ticker":"PODC","issuer_name":"PodcastOne, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1940177/0001213900-26-055169-index.html","primary_entity_key":"0001940177","primary_entity_name":"PodcastOne, Inc."},"word_count":381,"has_tables":true,"body_markdown":"**Item 5.02 Departure\nof Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**\n\n  \n\nOn\nMay 6, 2026, Jon Merriman, an independent member of the board of directors (the “Board”) of the Company received a grant\nof 250,000 restricted stock units of the Company (the “RSUs”) in connection with his appointment as the lead director of\nthe Board (the “Lead Director”), to serve in such position until his successor is appointed and qualified or until his\nearlier resignation or removal. Such grant was approved by the Board and was made under the Company’s 2022 Equity Incentive\nPlan (as amended, the “Plan”), as most recently amended on April 8, 2026 (the “Plan Amendment”). The Plan\nAmendment is subject to the Company’s receipt of stockholder approval of the Plan Amendment and shall be considered and voted\nupon by the stockholders of the Company at the Company’s upcoming 2026 annual meeting of stockholders, and therefore, the\ngrant is subject to the Company receiving such stockholder approval. 1/3rd of the RSUs shall vest on the one-year\nanniversary of the grant date (the “Initial Vesting Date”) and thereafter, 1/3rd of the RSUs shall vest on\neach subsequent anniversary of the Initial Vesting Date (each an “Additional Vesting Date” and together with the Initial\nVesting Date, the “Vesting Dates”), such that all of the RSUs shall fully vest on the three year anniversary of the\ngrant date, in each case provided that Mr. Merriman continues to serve as the Lead Director through each applicable Vesting Date.\nEach RSU represents a contingent right to receive one share of the Company’s common stock or the cash value thereof. The\nBoard, in its sole discretion, will determine in accordance with the terms and conditions of the Plan the form of payout of the RSUs\n(cash and/or stock). In the event of a Change of Control (as defined in the Plan), 100% of the RSUs shall vest immediately before\nthe consummation of such event.\n\n \n\n1\n\n \n\n** **\n\n**SIGNATURES**\n\n \n\nPursuant to the requirements\nof the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto\nduly authorized.\n\n \n\n \n**PODCASTONE, INC.**\n\n \n \n\nDated: May 12, 2026\nBy:\n/s/ *Robert S. Ellin*\n\n \nName: \nRobert S. Ellin\n\n \nTitle:\nExecutive Chairman\n\n \n\n2"}