PODC · PodcastOne, Inc.

This amendment reflects a strategic expansion of PodcastOne’s equity compensation capacity, enabling broader or deeper incentive alignment with employees, executives, and directors ahead of anticipated hiring, retention needs, or performance-based award grants. The doubling of the share reserve—while still subject to stockholder approval—signals management’s intent to support long-term talent strategy without immediate dilution; no shares are issued until awards are granted and exercised. Because the amendment requires stockholder ratification, investors should monitor the outcome of the 2026 annual meeting for confirmation of this expanded equity pool. The involvement of the CFO—not the CEO or Board Chair—in executing the amendment is consistent with administrative implementation of a pre-approved board action, underscoring that the decisional authority resided with the Board. No new grant terms, vesting schedules, or repricing provisions are disclosed in the amendment, limiting its immediate financial impact to potential future dilution upon actual issuance.