RSU vesting lifts Jones Soda (JSDA) director stake above 3M shares

Rhea-AI Filing Summary

Jones Soda director Clive Sirkin reported a routine RSU vesting and share issuance. On December 31, 2025, 115,000 restricted stock units converted into an equal number of Jones Soda common shares at $0 per share, reflecting that no cash payment was required on vesting.

After this conversion, Sirkin directly owned 3,041,608 shares of common stock and continued to hold 115,000 RSUs. These RSUs came from a July 18, 2025 grant of 460,003 RSUs, which vested in stages: 50% on July 31, 2025, 25% on September 30, 2025, and the remaining 25% on December 31, 2025.

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^*

SIRKIN CLIVE M

(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)
12/31/2025

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	12/31/2025		M		115,000	A	(1)	3,041,608	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)	12/31/2025		M		115,000		(3)	(3)	Common Stock	115,000	$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% vested 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 Clive Sirkin,	01/29/2026
	** 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 for Clive Sirkin?

Jones Soda director Clive Sirkin reported the vesting of 115,000 restricted stock units into common shares on December 31, 2025. These RSUs converted one-for-one into shares and required no cash payment upon vesting.

How many Jones Soda (JSDA) shares does Clive Sirkin own after this Form 4?

After the reported transaction, director Clive Sirkin directly owned 3,041,608 shares of Jones Soda common stock. This figure reflects his holdings immediately following the December 31, 2025 conversion of 115,000 RSUs into common shares.

What are RSUs and how did they work in this Jones Soda (JSDA) filing?

Restricted stock units (RSUs) are rights to receive shares in the future. In this case, each RSU converted into one share of common stock on vesting, and the holder did not have to pay any consideration when the RSUs vested.

What was the original RSU grant behind this Jones Soda (JSDA) Form 4?

On July 18, 2025, Clive Sirkin received a grant of 460,003 RSUs. The grant vested in stages: 50% on July 31, 2025, 25% on September 30, 2025, and the remaining 25% on December 31, 2025, each portion settling in common shares.

Did Clive Sirkin pay anything for the Jones Soda (JSDA) shares received?

No, Clive Sirkin did not pay cash for these shares. The 115,000 RSUs converted into common stock at an exercise price of $0 per share, meaning no consideration was required when the units vested and settled.

Does this Jones Soda (JSDA) Form 4 show any share sales by Clive Sirkin?

This Form 4 shows no share sales by Clive Sirkin. It reports an RSU conversion coded as an M transaction, where 115,000 RSUs were exchanged for an equal number of common shares, increasing his directly held stock.