Jones Soda (JSDA) director reports 460,003 RSU grant and vesting events

Rhea-AI Filing Summary

Jones Soda Co. director Clive Sirkin reported stock vesting activity. On July 31, 2025, 230,002 restricted stock units (RSUs) converted into the same number of shares of Jones Soda common stock, increasing his directly held shares to 2,811,607. On September 30, 2025, a further 115,001 RSUs converted into 115,001 common shares, bringing his directly held shares to 2,926,608.

The RSUs were originally part of a 460,003-unit grant made on July 18, 2025. Half of this grant vested into shares on July 31, 2025, another 25% vested on September 30, 2025, and the remaining 25% are scheduled to vest into shares on December 31, 2025. Each RSU converts into one share of common stock on vesting and does not require any cash payment by the director.

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)
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)	2,811,607	D
Common Stock	09/30/2025		M		115,001	A	(1)	2,926,608	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)	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 Clive Sirkin,	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 on this Form 4?

The Form 4 reports that director Clive Sirkin had restricted stock units vest into common shares of Jones Soda on July 31, 2025 and September 30, 2025, increasing his directly held share count on each date.

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

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

What was the RSU grant described in the Jones Soda (JSDA) Form 4?

On July 18, 2025, the reporting person received a grant of 460,003 RSUs. 50% vested on July 31, 2025, 25% vested on September 30, 2025, and the remaining 25% are scheduled to vest on December 31, 2025.

Did the Jones Soda (JSDA) director pay any cash to receive the vested shares?

No. The filing states that RSUs do not require the holder to pay any consideration on vesting, and each RSU converts into one share of common stock upon settlement.

How many Jones Soda (JSDA) shares did the director hold after the reported transactions?

After the July 31, 2025 vesting, the director beneficially owned 2,811,607 common shares directly. After the September 30, 2025 vesting, his direct holdings increased to 2,926,608 common shares.

What type of securities are reported in Table II of the Jones Soda (JSDA) Form 4?

Table II reports restricted stock units with each RSU representing the right to receive one share of Jones Soda common stock upon settlement, at an exercise price of $0.