Current Report · Items 5.07 · 8-K

PodcastOne, Inc.

PODCNASDAQEQUITYCurrent

Submission of Matters to a Vote of Security Holders

Filed Sep 23, 2026Accepted Sep 23, 2026, 4:30 PM EDTCIK 1940177Accession 0001213900-26-102638

Company context

Inc. PodcastOne (NASDAQ: PODC) is a leading podcast platform that provides creators and advertisers with a comprehensive 360-degree solution in sales, marketing, public relations, production, and distribution. PodcastOne has surpassed 3.9 billion total downloads with a community of 200 top podcasters, including Adam Carolla, Kaitlyn Bristowe, Jordan Harbinger, LadyGang, A&E’s Cold Case Files, and Varnamtown. PodcastOne has built a distribution network reaching over 1 billion monthly impressions across all channels, including YouTube, Spotify, Apple Podcasts, and iHeartRadio. PodcastOne is also the parent company of PodcastOne Pro which offers fully customizable production packages for brands, professionals, or hobbyists. For more information, visit www.podcastone.com and follow us on Facebook, Instagram, YouTube, and X at @podcastone.

Current securities

PODCNASDAQ · EQUITY · Current

Recent company filings

Disclosure sections

Items 5.07

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Item 5.07Item 5.07 - Submission of Matters to Vote

Item 5.07 Submission of Matters to a Vote of Security Holders. On September 17, 2026, PodcastOne, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). Below is a summary of the proposals and corresponding vote. 1. All seven nominees were elected to the Company’s Board of Directors with each director receiving votes as follows: Election of Directors For Withheld Broker Non-Vote ────────────────────────────────────────────────────────────────────── Robert S. Ellin 23,593,959 16,263 2,282,373 James Berk 22,981,117 629,105 2,282,373 Jay Krigsman 23,594,685 15,537 2,282,373 Ramin Arani 23,303,396 306,826 2,282,373 Patrick Wachsberger 23,595,008 15,214 2,282,373 Carolyn Blackwood 23,595,146 15,076 2,282,373 Jon Merriman 23,606,929 3,293 2,282,373 2. The approval of an increase of the number of shares of the Company’s common stock reserved for issuance under the Company’s 2022 Equity Incentive Plan to 4,000,000 shares. The votes on this proposal were as follows: For Against Abstained Broker Non-Vote ──────────────────────────────────────────────────────────────────────────────────────────────────────────────── 23,113,466 466,953 29,802 2,282,375 3. The ratification of the appointment of Macias Gini & O’Connell, LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2027. The votes on this proposal were as follows: For Against Abstained Broker Non-Vote ────────────────────────────────────────────────────────────────────────────────────────── 25,891,471 671 453 4. The approval to adjourn the Annual Meeting to a later date or time, if necessary, to permit further solicitation and vote of proxies if there are not sufficient votes at the time of the Annual Meeting to approve any of the proposals presented for a vote at the Annual Meeting. The votes on this proposal were as follows: For Against Abstained Broker Non-Vote ────────────────────────────────────────────────────────────────────────────────────────────── 25,586,865 304,953 773 No other matters were considered or voted upon at the Annual Meeting.