Jones Soda (NASDAQ: JSDA) director converts 280,315 RSUs into common shares

Rhea-AI Filing Summary

Jones Soda Co. director reports RSU vesting and share acquisitions. A director of Jones Soda Co. (JSDA) reported the conversion of restricted stock units (RSUs) into common shares. On July 31, 2025, 186,877 RSUs vested and converted into the same number of common shares, increasing the director’s directly held stake to 2,219,260 shares. On September 30, 2025, an additional 93,438 RSUs vested into 93,438 common shares, bringing direct holdings to 2,312,698 shares.

The RSUs were part of a grant of 460,003 RSUs made on July 18, 2025. Under this grant, 50% vested on July 31, 2025, 25% vested on September 30, 2025, and the remaining 25% are scheduled to vest on December 31, 2025. Each RSU converts into one share of common stock and does not require any cash payment by the director upon 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^*

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	07/31/2025		M		186,877	A	(1)	2,219,260	D
Common Stock	09/30/2025		M		93,438	A	(1)	2,312,698	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		186,877		(3)	(3)	Common Stock	186,877	$0	186,877	D
Restricted Stock Units	(2)	09/30/2025		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,	12/04/2025
	** 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).
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FAQ

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

The filing reports that a director converted restricted stock units (RSUs) into common shares of Jones Soda Co. as part of scheduled vesting events.

How many Jones Soda (JSDA) shares did the director acquire through RSU vesting?

The director acquired 186,877 shares on July 31, 2025 and 93,438 shares on September 30, 2025 through RSU vesting.

What are the director’s Jones Soda (JSDA) share holdings after these transactions?

After the July 31, 2025 vesting, the director held 2,219,260 common shares directly, increasing to 2,312,698 shares after the September 30, 2025 vesting.

What was the size and structure of the RSU grant reported by Jones Soda (JSDA)?

On July 18, 2025, the director received a grant of 460,003 RSUs, with 50% vesting on July 31, 2025, 25% on September 30, 2025, and 25% scheduled to vest on December 31, 2025.

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

No. The filing states that RSUs do not require the holder to pay any consideration when they vest into shares of Jones Soda common stock.

What does each Jones Soda (JSDA) RSU represent for the director?

Each RSU represents a contingent right to receive one share of Jones Soda common stock upon settlement, subject to the vesting schedule.