Jones Soda (JSDA) director receives 93,438 shares as RSUs vest

Rhea-AI Filing Summary

Jones Soda Co. director Mark F. Murray reported vesting of restricted stock units (RSUs) that delivered additional common shares. On December 31, 2025, 93,438 RSUs converted into 93,438 shares of common stock at a price of $0 per share. Following this transaction, he directly owned 2,406,136 shares of Jones Soda common stock and 93,438 RSUs as derivative securities. The RSUs come from a prior grant of 460,003 RSUs made on July 18, 2025, with vesting in stages across July 31, 2025, September 30, 2025, and 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^*

Murray Mark F.

(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	12/31/2025		M		93,438	A	(1)	2,406,136	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		93,438		(3)	(3)	Common Stock	93,438	$0	93,438	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 Mark Murray,	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 did Jones Soda (JSDA) director Mark Murray report on this Form 4?

Mark F. Murray reported the vesting of restricted stock units (RSUs) into common shares. On December 31, 2025, 93,438 RSUs converted into 93,438 Jones Soda common shares at $0 per share, increasing his directly held stock position disclosed in the filing.

How many Jones Soda shares does Mark Murray own after the December 31, 2025 transaction?

After the reported transaction, Mark Murray directly owns 2,406,136 Jones Soda common shares. This updated holding reflects the addition of 93,438 shares received upon vesting of RSUs, as detailed in the non-derivative securities table of the Form 4.

How many restricted stock units are shown for Mark Murray in this Jones Soda filing?

The filing shows 93,438 restricted stock units (RSUs) beneficially owned following the reported transaction. These RSUs are derivative securities, each representing a contingent right to receive one Jones Soda common share upon settlement, according to the explanatory footnotes.

What is the vesting schedule of Mark Murray’s 460,003 RSUs at Jones Soda (JSDA)?

Murray was granted 460,003 RSUs on July 18, 2025 with staged vesting. According to the footnotes, 50% vested on July 31, 2025, an additional 25% vested on September 30, 2025, and the remaining 25% are scheduled to vest on December 31, 2025.

Did Mark Murray pay anything for the Jones Soda shares received from RSU vesting?

No, the RSUs converted into common shares without any cash payment from Murray. The filing states RSUs convert to Jones Soda common stock on a one-for-one basis at vesting and do not require the holder to pay consideration upon vesting.

What does each restricted stock unit represent in this Jones Soda Form 4?

Each RSU represents a contingent right to receive one Jones Soda common share. The footnotes explain that upon settlement, every RSU delivers one share of the company’s common stock, making RSUs a stock-based compensation instrument tied directly to equity.