Jones Soda Co. filings document material events for the beverage company, including furnished results releases, conference-call related exhibits, material agreements and changes to financial obligations. Recent 8-K disclosures cover a revolving credit facility for Jones Soda Co. (USA) Inc., assignment of a secured promissory note, related warrant issuance and the intended use of proceeds for working capital.
The company’s filings also record governance and reporting matters, including executive appointments, equity-incentive compensation under the 2022 Omnibus Equity Incentive Plan, changes in the independent registered public accounting firm and disclosures about internal control over financial reporting.
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.
Jones Soda Co. director Paul Norman reported the vesting and conversion of 115,001 restricted stock units (RSUs) into an equal number of common shares on December 31, 2025. The RSUs converted on a one-for-one basis and did not require any cash payment on vesting.
These shares increased his directly held common stock to 2,906,550 shares. Following this transaction, he also held 115,000 RSUs as derivative securities, which each represent a contingent right to receive one share of Jones Soda common stock upon settlement under the grant’s vesting schedule.
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.
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.
Jones Soda director Ronald L. Dissinger reported RSU vesting into common shares. On December 31, 2025, 115,001 restricted stock units converted on a one-for-one basis into 115,001 shares of common stock at a price of $0 per share.
After this transaction, he directly owned 1,041,398 shares of common stock and 115,000 RSUs. These RSUs are part of a 460,003-RSU grant awarded on July 18, 2025, vesting 50% on July 31, 2025, 25% on September 30, 2025, and the remaining 25% on December 31, 2025.
Jones Soda Co. entered into an Assignment and Assumption of Debt Agreement on January 16, 2026, selling a secured promissory note from MJ Reg Disrupters, LLC. The company assigned a Note with a remaining balance of $2,000,000 as of December 31, 2025 to Two Shores Capital Corp. for a cash payment of $1,400,000.
As part of the agreement, Jones Soda will issue warrants to Two Shores Capital to purchase 550,000 shares of common stock at $0.40 per share, exercisable for three years. The company plans to use the $1,400,000 in proceeds for general working capital.
Jones Soda Co. reported an equity grant to its Chief Operating Officer on a Form 4. The executive received an employee stock option to purchase 1,200,000 shares of common stock at an exercise price of $0.25 per share, dated December 8, 2025, with expiration on December 8, 2035.
The options vest over four years starting from the December 8, 2025 vesting commencement date. 300,000 options vest on the first anniversary, another 300,000 on the second anniversary, another 300,000 on the third anniversary, and the final 300,000 on the fourth anniversary, in each case subject to the officer’s continued service.
Jones Soda Co. insider filing shows no securities owned. Chief Operating Officer Darcey Jo Macken filed an individual ownership report indicating that no non-derivative or derivative securities of Jones Soda Co. are beneficially owned. This means the executive reports holding no company shares or related options as of the stated event date.
Jones Soda Co. director Gregg Reichman reported the vesting of previously granted restricted stock units (RSUs) that converted into common shares. On July 31, 2025, 230,002 RSUs vested and were settled into 230,002 shares of common stock at an exercise price of $0, bringing his directly held common stock to 1,646,667 shares. On September 30, 2025, an additional 115,001 RSUs vested into 115,001 common shares at $0, increasing his direct holdings to 1,761,668 shares.
The filing notes that on July 18, 2025, Reichman was granted a total of 460,003 RSUs. Of 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 represents a contingent right to receive one share of common stock upon settlement and does not require payment by the holder at vesting.
Jones Soda Co. named consumer packaged goods veteran Darcey Macken as Chief Operating Officer effective December 8, 2025. She brings more than 20 years of leadership experience, including CEO roles at Myna Snacks and Planterra Foods and senior positions at Sovos Brands, Noosa Yoghurt, and Kellogg Company overseeing multibillion‑dollar portfolios.
Under her employment agreement, Ms. Macken will receive an annual base salary of $300,000 and is eligible for a discretionary annual cash bonus of up to 35% of base salary. She was also granted non‑qualified stock options to purchase up to 1,200,000 shares of Jones Soda common stock, vesting in four equal tranches of 300,000 options on each of December 8, 2026, December 8, 2027, December 8, 2028, and December 8, 2029, subject to continued service.
Separately, the Board appointed Jerry Goldner as Senior Vice President, Partnerships, and he resigned as Chief Growth Officer effective December 8, 2025.