Jones Soda (JSDA) COO awarded 1,200,000 stock options at $0.25 exercise price

Rhea-AI Filing Summary

Jones Soda Co. reported an equity grant to its Chief Operating Officer on a Form 4. The executive received an employee stock option to purchase 1,200,000 shares of common stock at an exercise price of $0.25 per share, dated December 8, 2025, with expiration on December 8, 2035.

The options vest over four years starting from the December 8, 2025 vesting commencement date. 300,000 options vest on the first anniversary, another 300,000 on the second anniversary, another 300,000 on the third anniversary, and the final 300,000 on the fourth anniversary, in each case subject to the officer’s continued service.

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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

Macken Darcey Jo

(Last) (First) (Middle)

C/O JONES SODA CO.

4786 1ST AVENUE SOUTH, SUITE 103

(Street)

SEATTLE WA 98134

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/08/2025

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

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
Employee stock option (right to buy)	$0.25	12/08/2025		A		1,200,000		(1)	12/08/2035	Common Stock	1,200,000	$0	1,200,000	D

Explanation of Responses:

1. The stock options shall vest as follows with a December 8, 2025 vesting commencement date (the "Vesting Commencement Date"), in each case subject to the reporting person's continued service through the applicable time vesting date: (1) 300,000 of the stock options shall vest on the date that is the one year anniversary of the Vesting Commencement Date, (2) an additional 300,000 of the stock options shall vest on the date that is the two year anniversary of the Vesting Commencement Date, (3) an additional 300,000 of the stock options shall vest on the date that is the three-year anniversary of the Vesting Commencement Date, and (4) the remaining 300,000 stock options shall vest on the date of the fourth-year anniversary.

	/s/ Darcey Jo Macken	01/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What executive transaction did Jones Soda Co. (JSDA) disclose in this Form 4?

Jones Soda Co. disclosed that its Chief Operating Officer received an employee stock option to purchase 1,200,000 shares of common stock at an exercise price of $0.25 per share.

What is the exercise price and term of the JSDA stock options granted to the COO?

The employee stock option has an exercise price of $0.25 per share and an expiration date of December 8, 2035, giving it a 10-year term from the grant date of December 8, 2025.

How many JSDA stock options were granted to the Chief Operating Officer?

The Chief Operating Officer was granted 1,200,000 stock options to purchase Jones Soda Co. common shares.

What is the vesting schedule for the Jones Soda Co. (JSDA) stock options?

The options vest over four years from the December 8, 2025 vesting commencement date: 300,000 options vest on the first anniversary, another 300,000 on the second anniversary, another 300,000 on the third anniversary, and the final 300,000 on the fourth anniversary, subject to continued service.

Is the Jones Soda Co. (JSDA) COO’s stock option grant reported as directly owned?

Yes. The Form 4 indicates 1,200,000 derivative securities Direct (D).

On what date was the earliest transaction for the JSDA Form 4 filing?

The date of the earliest transaction reported in this Form 4 is December 8, 2025.