[8-K] JONES SODA CO. Reports Material Event

Rhea-AI Filing Summary

Jones Soda Co. updated the compensation terms for its Chief Financial Officer, Brian Meadows. The company amended a stock option grant made on September 9, 2025 covering 750,000 shares of common stock under its 2022 Omnibus Equity Incentive Plan.

The grant was originally tied to the company achieving certain milestones. Jones Soda removed those performance conditions and changed the award to time-based vesting over three years, using annual cliff vesting so that one-third of the options vest on each anniversary of March 27, 2026, as long as Meadows remains employed through each vesting date.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Understanding 8-K Material Events →

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): March 27, 2026

Jones Soda Co.

(Exact name of Registrant as Specified in Its Charter)

Washington		000-28820		52-2336602
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)
1522 Western Ave, STE 24150,
Seattle, Washington				98101
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (206) 624-3357

(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:

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

Securities registered pursuant to Section 12(b) of the Act: None

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 27, 2026, Jones Soda Co. (the “Company”) amended the terms related to the option grant to Brian Meadows, the Company’s Chief Financial Officer, which occurred on September 9, 2025, to purchase 750,000 shares of common stock of the Company (the “Stock Options”) under the Company’s 2022 Omnibus Equity Incentive Plan.

The grant was originally conditioned upon the Company’s completion of certain milestones and the Company amended the grant to remove such conditions and provide that the Stock Options shall vest over a three-year period, with annual cliff vesting such that one-third (1/3) of the Stock Options vest on each anniversary of March 27, 2026, provided that Mr. Meadows remains employed with the Company through the applicable vesting date.

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.

			JONES SODA CO.
Date:	April 2, 2026	By:	/s/ Scott Harvey
			Scott Harvey Chief Executive Officer

FAQ

What did Jones Soda (JSDA) change in the CFO’s stock option grant?

Jones Soda amended CFO Brian Meadows’ option grant to change it from milestone-based to time-based vesting. The 750,000 options will now vest over three years with annual cliff vesting tied to March 27, 2026 anniversaries.

How many Jones Soda (JSDA) shares are covered by the CFO’s stock options?

The CFO’s amended stock option grant covers 750,000 shares of Jones Soda common stock. These options were originally granted on September 9, 2025 under the company’s 2022 Omnibus Equity Incentive Plan and are now subject to time-based vesting conditions.

How will Brian Meadows’ Jones Soda (JSDA) options vest after the amendment?

The options will vest over a three-year period, using annual cliff vesting. One-third of the 750,000 options vests on each anniversary of March 27, 2026, provided Brian Meadows remains employed with Jones Soda through each respective vesting date.

What conditions were removed from the Jones Soda (JSDA) CFO option grant?

The company removed the requirement that the options vest only upon completion of certain company milestones. Instead, the stock options now vest purely based on time and continued employment, with no remaining performance-related vesting conditions described in the amendment.

Under which plan were the amended Jones Soda (JSDA) options granted?

The amended stock options for Brian Meadows were granted under Jones Soda’s 2022 Omnibus Equity Incentive Plan. This plan governs equity awards such as stock options and provides the framework for vesting terms and other conditions applicable to the grant.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB