8-K - PODC - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934

Date of Report (Date of earliest event reported):February 12, 2026

PODCASTONE, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-41795	35-2503373
(State or other jurisdiction<br><br>of incorporation)	(Commission File Number)	(I.R.S. Employer<br><br>Identification No.)

345 North Maple Drive, Suite 295

Beverly Hills, CA 90210

(Address of principal executive offices) (Zip Code)

(310) 858-0888

(Registrant’s telephone number, including area code)

n/a

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written<br>communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br>material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement<br>communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on whichregistered
Common stock, $0.00001 par value per share	PODC	The NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On February 12, 2026, PodcastOne, Inc. (the “Company”) issued a press release announcing its operating and financial highlights and results for the third quarter and nine months ended December 31, 2025. A copy of the press release is attached hereto as Exhibit 99.1.

The information included herein and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 7.01 Regulation FD Disclosure.

On February 11, 2026, the Company issued a press release announcing that it plans to hold a conference call and audio webcast to provide a business update and discuss its operating and financial results for the third quarter ended December 31, 2025 on February 12, 2026. A copy of the press release is attached hereto as Exhibit 99.2.

The information included herein and in Exhibit 99.2 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number	Description
99.1*	Press release, dated February 12, 2026.
99.2*	Press release, dated February 11, 2026.
104*	Cover Page Interactive Data File (embedded within the Inline XBRL document)
*	Furnished<br>herewith.
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PODCASTONE, INC.
Dated: February 12, 2026	By:	/s/ Ryan Carhart
	Name:	Ryan Carhart
	Title:	Chief Financial Officer

Exhibit99.1

PodcastOne(Nasdaq: PODC) Reports Record Nine Months Fiscal 2026 Revenue of $46M and $4.5M Adjusted EBITDA*, Record Q3 Fiscal 2026 Revenue of $15.9Mand $2.8M Adjusted EBITDA* up 516% YoY

●	Cash Balance increased 217% year-over-year to $3.4M
●	Fiscal 2027 Preliminary Guidance:
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○	Revenue $68-$75M
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○	*Adjusted EBITDA $6-$10M**
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LOS ANGELES, CA, February 12, 2026 -- PodcastOne (Nasdaq: PODC), a leading publisher and podcast sales network, today announced record financial results for the third quarter (“Q3 Fiscal 2026”) and first nine months (“YTD Fiscal 2026”) ended December 31, 2025 of its fiscal year ending March 31, 2026 (“Fiscal 2026”). PodcastOne will host a conference call and webcast today, February 12, 2026.

FinancialHighlights

Record Q3 Fiscal 2026 Performance

●	Revenue<br> increased 25% YoY to $15.9 million
●	Adjusted<br> EBITDA* surged 516% YoY to $2.8 million
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Record YTD Fiscal 2026 Performance

●	Revenue<br> grew 21% YoY to $46.0 million
●	Adjusted<br> EBITDA* increased 421% YoY to $4.5 million
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Raised Full Fiscal 2026 Guidance

●	Revenue<br> of $58–$60 million
●	Adjusted<br> EBITDA* of $5–$6 million
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OperationalHighlights

●	Added<br> 25 new podcasts year-to-date
●	Maintained<br> Top 10 Publisher status in Podtrac rankings for 15 consecutive months (currently #10)
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●	Achieved<br> record revenue from Art19 (Amazon) and a Fortune 250 streaming partner
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●	Expanded<br> Amazon partnership from $16.5 million (3 years) to a $20+ million annual run rate
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●	Fortune<br> 250 partner revenue increased to $27+ million annual run rate
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●	Three<br> PodcastOne titles sold to major TV and streaming platforms
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“We’re pleased with PodcastOne’s continued performance this quarter, driven by strong subscriber growth, strategic partnerships, and the continued success of our flagship shows,” said Kit Gray, President and Co-Founder of PodcastOne. “The acquisition of Varnamtown by Paramount underscores the value of our content and the strength of our network, while our ongoing investments in technology and distribution position us well for future growth. We remain focused on delivering compelling programming and creating meaningful opportunities for our talent and audience alike.”

Q3 Fiscal2026 & YTD Fiscal 2026 vs Q3 Fiscal 2025 & YTD Fiscal 2025 Results Summary (in $000’s, except per share; unaudited)

	Three Months Ended						Nine Months Ended
	December 31,						December 31,
	2025			2024			2025			2024
Revenue	$	15,856		$	12,710		$	46,006		$	38,022
Operating loss	$	(153	)	$	(1,582	)	$	(2,182	)	$	(4,606	)
Total other income (expense)	$	(1	)	$	-		$	(1	)	$	-
Net loss	$	(154	)	$	(1,583	)	$	(2,183	)	$	(4,618	)
Adjusted EBITDA*	$	2,787		$	(670	)	$	4,452		$	(1,389	)
Net loss per share basic and diluted	$	(0.01	)	$	(0.06	)	$	(0.08	)	$	(0.19	)

Fiscal2026 Guidance

PodcastOne’s guidance for its Fiscal 2026 is for revenues to increase to at least a record of $58-60 million and drive expected record Adjusted EBITDA* of $5-6 million.

Q3Fiscal 2026 Earnings Conference Call and Webcast:

Date: Thursday, February 12th, 2026

Time: 11:30 a.m. Eastern Time (8:30 a.m. Pacific Time)

Webcast Link: https://events.q4inc.com/attendee/699435150

Dial-in: +1 (800) 715-9871

International Dial-in: +1 (646) 307-1963

Conference Code: 6453941

About PodcastOne,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.

Forward-LookingStatements

All statements other than statements of historical facts contained in this press release are “forward-looking statements,” which may often, but not always, be identified by the use of such words as “may,” “might,” “will,” “will likely result,” “would,” “should,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “continue,” “target” or the negative of such terms or other similar expressions. These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including: LiveOne’s reliance on its largest OEM customer for a substantial percentage of its revenue; LiveOne’s and PodcastOne’s ability to consummate any proposed financing, acquisition, merger, distribution or other transaction, the timing of the consummation of any such proposed event, including the risks that a condition to the consummation of any such event would not be satisfied within the expected timeframe or at all, or that the consummation of any proposed financing, acquisition, merger, special dividend, distribution or transaction will not occur or whether any such event will enhance shareholder value; PodcastOne’s ability to continue as a going concern; PodcastOne’s ability to attract, maintain and increase the number of its listeners; PodcastOne identifying, acquiring, securing and developing content; LiveOne’s intent to repurchase shares of its and/or PodcastOne’s common stock from time to time under LiveOne’s announced stock repurchase program and the timing, price, and quantity of repurchases, if any, under the program; LiveOne’s ability to maintain compliance with certain financial and other covenants; PodcastOne successfully implementing its growth strategy, including relating to its technology platforms and applications; management’s relationships with industry stakeholders; LiveOne’s ability to repay its indebtedness when due; LiveOne’s ability to satisfy the conditions for closing on its announced additional convertible debentures financing; LiveOne’s ability to implement its announced digital assets treasury strategy and/or purchase digital assets from time to time pursuant to such strategy, including for up to the maximum announced amount, and other risks related to such strategy; uncertain and unfavorable outcomes in legal proceedings and/or PodcastOne’s and/or LiveOne’s ability to pay any amounts due in connection with any such legal proceedings; changes in economic conditions; competition; risks and uncertainties applicable to the businesses of PodcastOne, LiveOne and/or LiveOne’s other subsidiaries; and other risks, uncertainties and factors including, but not limited to, those described in PodcastOne’s Annual Report on Form 10-K for the fiscal year ended March 31, 2025, filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 2, 2025, PodcastOne’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025, filed with the SEC on November 14, 2025, and in PodcastOne’s other filings and submissions with the SEC. These forward-looking statements speak only as of the date hereof, and PodcastOne disclaims any obligation to update these statements, except as may be required by law. PodcastOne intends that all forward-looking statements be subject to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995.

Useof Non-GAAP Financial Measures*

To supplement our consolidated financial statements, which are prepared and presented in accordance with the accounting principles generally accepted in the United States of America (“GAAP”), we present Contribution Margin (Loss) and Adjusted Earnings Before Interest Tax Depreciation and Amortization (“Adjusted EBITDA”), which are non-GAAP financial measures, as measures of our performance. The presentation of these non-GAAP financial measures is not intended to be considered in isolation from, or as a substitute for, or superior to, operating loss and or net income (loss) or any other performance measures derived in accordance with GAAP or as an alternative to net cash provided by operating activities or any other measures of our cash flows or liquidity.

We use Contribution Margin (Loss) and Adjusted EBITDA to evaluate the performance of our operating segment. We believe that information about these non-GAAP financial measures assists investors by allowing them to evaluate changes in the operating results of our business separate from non-operational factors that affect operating income (loss) and net income (loss), thus providing insights into both operations and the other factors that affect reported results. Adjusted EBITDA is not calculated or presented in accordance with GAAP. A limitation of the use of Adjusted EBITDA as a performance measure is that it does not reflect the periodic costs of certain amortizing assets used in generating revenue in our business. Accordingly, Adjusted EBITDA should be considered in addition to, and not as a substitute for operating income (loss), net income (loss), and other measures of financial performance reported in accordance with GAAP. Furthermore, this measure may vary among other companies; thus, Adjusted EBITDA as presented herein may not be comparable to similarly titled measures of other companies.

Contribution Margin (Loss) is defined as Revenue less Cost of Sales before (a) Cost of Sales share-based compensation expense, (b) depreciation, and (c) amortization of developed technology. Adjusted EBITDA is defined as earnings before interest, other (income) expense, income tax expense, depreciation and amortization and before (a) non-cash GAAP purchase accounting adjustments for certain deferred revenue and costs, (b) legal, accounting and other professional fees directly attributable to acquisition activity, (c) employee severance payments and third party professional fees directly attributable to acquisition or corporate realignment activities, (d) certain non-recurring expenses associated with legal settlements or reserves for legal settlements in the period that pertain to historical matters that existed at acquired companies prior to their purchase date and a one-time minimum guarantee to effectively terminate a live events distribution agreement post COVID-19, and (e) certain stock-based compensation expense. Management does not consider these costs to be indicative of our core operating results.

With respect to projected full fiscal year 2026 Adjusted EBITDA, a quantitative reconciliation is not available without unreasonable efforts due to the high variability, complexity and low visibility with respect to purchase accounting adjustments, acquisition-related charges and legal settlement reserves excluded from Adjusted EBITDA. We expect that the variability of these items to have a potentially unpredictable, and potentially significant, impact on our future GAAP financial results.

For more information on these non-GAAP financial measures, please see the tables entitled “Reconciliation of Non-GAAP Measure to GAAP Measure” included at the end of this release.

PodcastOnePress Contact:

Paul Manley

pmanley@podcastone.com

FinancialInformation

The tables below present financial results for the three and nine months ended December 31, 2025 and 2024.

PodcastOne,Inc.

Consolidated Statements of Operations (Unaudited)

(In thousands, except share and per share amounts)

	Three Months Ended<br><br>December 31,						Nine Months Ended<br><br>December 31,
	2025			2024			2025			2024
Revenue:	$	15,856		$	12,710		$	46,006		$	38,022
Operating expenses:
Cost of sales		13,244			11,983			40,341			34,834
Sales and marketing		849			894			2,407			2,618
Product development		9			9			32			40
General and administrative		1,746			1,281			4,997			4,130
Amortization of intangible assets		161			125			411			830
Impairment of intangible assets		-			-			-			176
Total operating expenses		16,009			14,292			48,188			42,628
Loss from operations		(153	)		(1,582	)		(2,182	)		(4,606	)
Other income (expense):
Total other expense, net		(1	)		-			(1	)		-
Loss before provision (benefit) for income taxes		(154	)		(1,582	)		(2,183	)		(4,606	)
Provision for income taxes		-			1			-			12
Net loss	$	(154	)	$	(1,583	)	$	(2,183	)	$	(4,618	)
Net loss per share – basic and diluted	$	(0.01	)	$	(0.06	)	$	(0.08	)	$	(0.19	)
Weighted average common shares – basic and diluted		26,899,509			24,535,258			26,495,477			24,133,630

PodcastOne,Inc.Consolidated Balance Sheets (Unaudited)(In thousands)

			March 31,
			2025
Assets
Current Assets
Cash and cash equivalents	3,416		$	1,079
Accounts receivable, net	7,980			6,246
Prepaid expense and other current assets	254			230
Total Current Assets	11,650			7,555
Property and equipment, net	236			59
Goodwill	12,041			12,041
Intangible assets, net	775			1,186
Total Assets	24,702		$	20,841
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable and accrued liabilities	7,150		$	5,539
Lease liabilities	95		$	-
Related party payable	1,602			514
Total Current Liabilities	8,847			6,053
Lease liabilities	97			-
Total Liabilities	8,944			6,053
Commitments and Contingencies
Stockholders’ Equity
Common stock, 0.00001 par value; 100,000,000 shares authorized; 26,914,510 and 26,016,107 shares issued and outstanding as of December 31, 2025 and March 31, 2025, respectively	-			-
Additional paid in capital	54,010			51,211
Accumulated deficit	(38,252	)		(36,069	)
Total stockholders’ equity	15,758			15,142
Total Liabilities and Stockholders’ Equity	24,702		$	21,195

All values are in US Dollars.

PodcastOne,Inc.

Reconciliation of Non-GAAP Measure to GAAP Measure

Adjusted EBITDA* Reconciliation (Unaudited)

(In thousands)

	Net Income (Loss)			Depreciation and Amortization		Stock-Based Compensation		Non-<br><br>Recurring Acquisition and Realignment Costs<br> (1)		Other (Income) Expense (2)		(Benefit) Provision for Taxes		Adjusted EBITDA*
Three Months Ended December 31, 2025
Total	$	(154	)	$	167	$	2,708	$	65	$	1	$	-	$	2,787
Three Months Ended December 31, 2024
Total	$	(1,583	)	$	188	$	718	$	6	$	-	$	1	$	(670	)
Nine Months Ended December 31, 2025
Total	$	(2,183	)	$	449	$	6,103	$	82	$	1	$	-	$	4,452
Nine Months Ended December 31, 2024
Total	$	(4,618	)	$	1,201	$	1,972	$	44	$	-	$	12	$	(1,389	)
(1)	Other<br>Non-Operating and Non-Recurring Costs include outside legal, accounting and other professional fees directly attributable to acquisition<br>activity in the period, in addition to certain non-recurring expenses associated with legal settlements or reserves for legal settlements<br>in the period that pertain to historical matters that existed at certain acquired companies prior to their purchase date and non-recurring<br>employee severance payments.
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(2)	Other<br>(income) expense above primarily includes interest expense, net and change in fair value of derivative liabilities. These are included<br>in the statement of operations in other income (expense) and are an add back to net loss above in the reconciliation of Adjusted EBITDA*<br>to loss.
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*	See<br>the definition of Adjusted EBITDA under “About Non-GAAP Financial Measures” within this release.
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PodcastOne,Inc.Reconciliation of Non-GAAP Measure to GAAP Measure

ContributionMargin* Reconciliation (Unaudited)(In thousands)

	Three Months Ended<br><br>December 31,						Nine Months Ended<br><br>December 31,
	2025			2024			2025			2024
Revenue:
Less:	$	15,856		$	12,710		$	46,006		$	38,022
Cost of sales		(13,244	)		(11,983	)		(40,341	)		(34,834	)
Amortization of developed technology		-			(57	)		(31	)		(178	)
Gross Profit		2,612			670			5,634			3,010
Add backs:		1,428			24			3,432			69
Share-based compensation
Depreciation		3			37			29			113
Amortization of developed technology		-			57			31			178
Contribution Margin	$	4,043	****	$	788	****	$	9,126	****	$	3,370	****
*	See<br>the definition of Contribution Margin under “About Non-GAAP Financial Measures” within this release.
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Exhibit 99.2

PodcastOne (Nasdaq:PODC) to Announce its Third Quarter Fiscal Year 2026 Financial Results and

Provide Preliminary Fiscal Year 2027 Guidance

To Host Investor Webcast on February 12, 2026, at 11:30 am Eastern Time (8:30 am Pacific Time)

LOS ANGELES, Feb. 11, 2026 -- PodcastOne (Nasdaq: PODC), a leading publisher and podcast sales network, announced today that it will be hosting a conference call to discuss its operating and financial results for the third fiscal quarter ended December 31, 2025 (“Q3 Fiscal 2026”) on Thursday, February 12, 2026 at 11:30 am Eastern Time (8:30 am Pacific Time).

PodcastOne President, Kit Gray, and Chief Financial Officer, Ryan Carhart, will host the conference call, followed by a question-and-answer session.

To access the call, please use the following information:

Third Quarter Fiscal Year 2026 Earnings Conference Call
Date:	Thursday, February 12th, 2026
Time:	11:30 a.m. Eastern Time (8:30 a.m. Pacific Time)
Webcast Link:	https://events.q4inc.com/attendee/699435150
Dial-in:	+1 (800) 715-9871
International Dial-in:	+1 (646) 307-1963
Conference Code:	6453941

About PodcastOne

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.

Forward-Looking Statements

Press Contacts:

Paul Manley

pmanley@podcastone.com