Item 7.01 Regulation FD Disclosure.

Statement to Investors regarding New Zealand Royalty Structure

In response to investor questions about Pandora Media's recent beta launch in Australia and New Zealand, Pandora is issuing the following statement:

"Pandora expects to pay less than 25% of revenue for music copyright royalties for authors and performers in New Zealand and associated territories licensed through New Zealand. Pandora and the Phonographic Performance Company of Australia Ltd. (PPCA) each acknowledge that the Rate applying for New Zealand and associated territories in the PPNZ Music Licensing Limited (PPNZ) Pandora Licence does not reflect either party's view of the appropriate rate for Australia, and may not be relied upon as indicative of the going rate for Australia."

The information furnished on this Form 8-K 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 into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Cautionary Statement Regarding Forward-Looking Statements

This report contains forward-looking statements within the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding expected revenue percentages to be paid. These forward-looking statements are based on Pandora's current assumptions, expectations and beliefs and involve substantial risks and uncertainties that may cause results to materially differ from those expressed or implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to: our operation in an emerging market, our relatively new and evolving business model and uncertainties involved in licensing structures and royalty rates in foreign jurisdictions. Further information on these factors and other risks that may affect our business is included in filings we make with the Securities and Exchange Commission (SEC) from time to time, including our Form 10-K for the fiscal year ended January 31, 2012 and our Form 10-Q for the quarter ended April 30, 2012, particularly under the heading "Risk Factors." All forward-looking statements in this report are based on information currently available to us, and we assume no obligation to update these forward-looking statements in light of new information or future events.

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