Jones Soda (JSDA) director discloses RSU vesting and 2.79M share holdings

Rhea-AI Filing Summary

Jones Soda Co. director Paul Norman reported stock awards converting into common shares through restricted stock unit (RSU) vesting. On July 31, 2025, 230,002 RSUs vested into the same number of common shares, bringing his beneficial ownership to 2,676,548 directly held shares. On September 30, 2025, a further 115,001 RSUs vested into common shares, increasing his holdings to 2,791,549 shares.

The RSUs were originally granted on July 18, 2025 as part of a 460,003‑unit award, vesting 50% on July 31, 25% on September 30, and the remaining 25% scheduled to vest on December 31, 2025. Each RSU converts into one share of common stock and does not require the director to pay any cash on vesting.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Norman Paul T

(Last) (First) (Middle)

1522 WESTERN AVE., SUITE 24150

(Street)

SEATTLE WA 98101

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
JONES SODA CO [ JSDA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/31/2025		M		230,002	A	(1)	2,676,548	D
Common Stock	09/30/2025		M		115,001	A	(1)	2,791,549	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	07/31/2025		M		230,002		(3)	(3)	Common Stock	230,002	$0	230,001	D
Restricted Stock Units	(2)	09/30/2025		M		115,001		(3)	(3)	Common Stock	115,001	$0	115,000	D

Explanation of Responses:

1. Restricted stock units ("RSUs") converted into shares of the issuer's common stock on a one-for-one basis on the vesting date. RSUs do not require the holder to pay any consideration on vesting.

2. Each RSU represents a contingent right to receive one (1) share of the issuer's common stock upon settlement.

3. On July 18, 2025, the reporting person was granted 460,003 RSUs, of which 50% vested into shares on July 31, 2025, an additional 25% vested into shares on September 30, 2025, and the remaining 25% are scheduled to vest into shares on December 31, 2025. Upon vesting, the reporting person will receive a number of shares of the issuer's common stock equal to the number of RSUs that vest on that date.

	/s/ Brian Meadows, Attorney-in-Fact for Paul Norman,	12/04/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Jones Soda (JSDA) report in this Form 4?

The filing shows that director Paul Norman acquired Jones Soda common stock through the vesting of previously granted restricted stock units (RSUs) on July 31, 2025 and September 30, 2025.

How many Jones Soda (JSDA) shares did the director receive from RSU vesting?

On July 31, 2025, 230,002 RSUs vested into common shares. On September 30, 2025, an additional 115,001 RSUs vested into common shares.

What is Paul Norman’s reported Jones Soda (JSDA) share ownership after these transactions?

After the July 31, 2025 vesting, he beneficially owned 2,676,548 Jones Soda common shares directly. Following the September 30, 2025 vesting, his direct holdings increased to 2,791,549 shares.

What were the terms of the restricted stock units granted to the Jones Soda (JSDA) director?

On July 18, 2025, the director was granted 460,003 RSUs. According to the filing, 50% vested into shares on July 31, 2025, 25% vested on September 30, 2025, and the remaining 25% are scheduled to vest on December 31, 2025.

Does the Jones Soda (JSDA) director pay cash to receive shares from these RSUs?

No. The filing explains that the RSUs convert into shares of Jones Soda common stock on a one‑for‑one basis upon vesting and do not require any cash payment by the holder.

What is the relationship of the reporting person to Jones Soda (JSDA)?

The reporting person, Paul Norman, is identified in the filing as a director of Jones Soda Co.