Director Paul Norman’s RSUs convert into 115,001 Jones Soda (JSDA) shares

Rhea-AI Filing Summary

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.

Insider Trade Summary

115,001 shares exercised/converted

Mixed 2 txns

Insider Norman Paul T

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	115,001	$0.00	--
Exercise	Common Stock	115,001	$0.00	--

Holdings After Transaction: Restricted Stock Units — 115,000 shares (Direct); Common Stock — 2,906,550 shares (Direct)

Footnotes (1)

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. Each RSU represents a contingent right to receive one (1) share of the issuer's common stock upon settlement. 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.

Form 4 Insider Transactions: What Each Field Means →

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

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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^*

Norman Paul T

(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)	2,906,550	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 Paul Norman,	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 Paul Norman report on this Form 4?

Paul Norman reported the vesting and conversion of 115,001 restricted stock units into Jones Soda Co. common stock on December 31, 2025. The RSUs settled one-for-one into shares and did not require any cash payment from him at vesting.

How many Jones Soda (JSDA) shares does Paul Norman own after this RSU vesting?

After the December 31, 2025 transaction, Paul Norman directly owned 2,906,550 shares of Jones Soda common stock. This figure reflects the addition of 115,001 shares received upon the vesting and conversion of his restricted stock units reported in this filing.

What are the key terms of Paul Norman’s RSUs reported for Jones Soda (JSDA)?

Each restricted stock unit represents the right to receive one share of Jones Soda common stock upon settlement. RSUs convert into shares on the applicable vesting dates and do not require the holder to pay any consideration when they vest and settle.

How large was Paul Norman’s original RSU grant from Jones Soda (JSDA)?

On July 18, 2025, Paul Norman received a grant of 460,003 restricted stock units from Jones Soda. The grant vests in stages, with 50% vesting July 31, 2025, 25% on September 30, 2025, and the remaining 25% scheduled to vest on December 31, 2025.

How is the Jones Soda (JSDA) RSU grant to Paul Norman vesting over time?

The 460,003 restricted stock units vest in three tranches: 50% vested into shares on July 31, 2025, 25% vested on September 30, 2025, and the final 25% are scheduled to vest into shares on December 31, 2025, each tranche settling one-for-one into common stock.

Does Paul Norman pay anything when his Jones Soda (JSDA) RSUs vest?

No cash payment is required when Paul Norman’s Jones Soda RSUs vest. The filing states that restricted stock units convert into shares of common stock on a one-for-one basis on the vesting date and do not require the holder to pay any consideration upon vesting.