Jones Soda (JSDA) director details 460,003 RSU grant and vesting

Rhea-AI Filing Summary

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.

Insider Trade Summary

345,003 shares exercised/converted

Mixed 4 txns

Insider Reichman Gregg

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	115,001	$0.00	--
Exercise	Common Stock	115,001	$0.00	--
Exercise	Restricted Stock Units	230,002	$0.00	--
Exercise	Common Stock	230,002	$0.00	--

Holdings After Transaction: Restricted Stock Units — 115,000 shares (Direct); Common Stock — 1,761,668 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^*

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	07/31/2025		M		230,002	A	(1)	1,646,667	D
Common Stock	09/30/2025		M		115,001	A	(1)	1,761,668	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		230,002		(3)	(3)	Common Stock	230,002	$0	230,001	D
Restricted Stock Units	(2)	09/30/2025		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,	01/06/2026
	** 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.
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FAQ

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

The Form 4 reports that director Gregg Reichman had restricted stock units (RSUs) vest into common shares of Jones Soda Co. on two dates, increasing his directly owned common stock.

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

On July 31, 2025, 230,002 RSUs vested into 230,002 common shares. On September 30, 2025, 115,001 RSUs vested into 115,001 common shares, all at an exercise price of $0 per share.

What is Gregg Reichman’s Jones Soda (JSDA) share ownership after these transactions?

Following the July 31, 2025 vesting, Reichman directly owned 1,646,667 shares of common stock. After the September 30, 2025 vesting, his direct ownership increased to 1,761,668 common shares.

What were the terms of the RSU grant reported by Jones Soda (JSDA)?

On July 18, 2025, Reichman was granted 460,003 RSUs. 50% vested into shares on July 31, 2025, an additional 25% vested on September 30, 2025, and the remaining 25% are scheduled to vest on December 31, 2025.

Do Jones Soda (JSDA) RSUs require the director to pay for the shares at vesting?

No. The filing states that RSUs convert into shares of Jones Soda common stock on a one-for-one basis on the vesting date and do not require the holder to pay any consideration on vesting.

What does each Jones Soda (JSDA) RSU represent in this Form 4 filing?

Each RSU represents a contingent right to receive one share of Jones Soda’s common stock upon settlement, as described in the explanation of responses.