[Form 4] JONES SODA CO. Insider Trading Activity

Rhea-AI Filing Summary

Jones Soda Co. director Gregg Reichman reported an RSU vesting that delivered 115,001 shares of common stock on December 31, 2025. These shares resulted from restricted stock units converting into common stock on a one-for-one basis at no cash cost to him.

After this vesting, Reichman directly beneficially owned 1,876,669 shares of Jones Soda common stock and 115,000 restricted stock units. The RSUs stem from a July 18, 2025 grant of 460,003 RSUs that vest in stages across July 31, September 30, 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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Reichman Gregg

(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		115,001	A	(1)	1,876,669	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		115,001		(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 Gregg Reichman,	01/29/2026
	** 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 insider transaction did JSDA director Gregg Reichman report?

Gregg Reichman reported the vesting of 115,001 restricted stock units into Jones Soda common shares on December 31, 2025. The RSUs converted one-for-one into common stock, with no cash consideration required upon vesting for the director.

How many Jones Soda (JSDA) shares does Gregg Reichman own after this Form 4?

Following the December 31, 2025 RSU vesting, Gregg Reichman beneficially owned 1,876,669 shares of Jones Soda common stock directly. He also held 115,000 restricted stock units, which represent additional contingent rights to receive common shares upon future settlement.

What is the relationship of Gregg Reichman to Jones Soda Co. (JSDA)?

Gregg Reichman is a director of Jones Soda Co., according to the Form 4. He is not reported as an officer or 10% owner in this filing, and the form is filed by one reporting person with direct ownership of the reported securities.

How were the Jones Soda RSUs structured for Gregg Reichman?

The RSUs convert into common shares on a one-for-one basis on each vesting date. Each RSU represents a contingent right to receive one Jones Soda common share, and the holder does not pay any consideration when the RSUs vest into shares.

When were Gregg Reichman’s Jones Soda (JSDA) RSUs granted and how do they vest?

On July 18, 2025, Gregg Reichman was granted 460,003 restricted stock units. Fifty percent vested into shares on July 31, 2025, an additional 25% on September 30, 2025, and the remaining 25% are scheduled to vest into shares on December 31, 2025.

Did Gregg Reichman pay a price per share for the JSDA stock received?

No, the Form 4 shows a transaction price per share of $0.00 for the RSU conversion. The explanation notes that restricted stock units do not require the holder to pay any consideration when they vest into Jones Soda common shares.