JONES SODA CO.·4

Jan 29, 11:46 AM ET

Dissinger Ronald L 4

4 · JONES SODA CO. · Filed Jan 29, 2026

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Jones Soda (JSDA) Director Ronald Dissinger Receives 115,001 Shares

What Happened Ronald L. Dissinger, a director of Jones Soda Co. (JSDA), acquired 115,001 shares on December 31, 2025 through the vesting/conversion of restricted stock units (RSUs). The transaction is reported as a derivative conversion (code M) with $0 per-share consideration, meaning Dissinger did not pay cash to receive the shares. This tranche represents the final 25% vesting of a 460,003 RSU grant awarded on July 18, 2025 (per footnote F3).

Key Details

  • Transaction date: 2025-12-31 (reported on Form 4 filed 2026-01-29).
  • Shares acquired: 115,001 common shares; price/consideration reported as $0.00.
  • Transaction code: M (exercise/conversion of derivative securities).
  • Footnotes: F1–F3 state RSUs convert one-for-one into common stock on vesting and require no payment; F3 details the 460,003 RSU grant and vesting schedule (50% vested 7/31/2025, 25% vested 9/30/2025, 25% vested 12/31/2025).
  • Shares owned after transaction: not specified in this filing.
  • Timeliness: The Form 4 was filed 2026-01-29 for a 2025-12-31 transaction — this is a late filing (Form 4s are generally due within two business days of the transaction).

Context

  • This was an award/vesting event (not an open-market purchase or sale), so it reflects compensation vesting rather than a buy or sell decision by the insider.
  • The filing shows no immediate sale or tax-withholding disposition tied to this vesting; none are indicated in the footnotes.
  • Per the grant terms in F3, once all tranches vested, the original 460,003 RSU award would be fully converted into the same number of common shares (one-for-one).

Insider Transaction Report

Form 4
Period: 2025-07-31
Transactions
  • Exercise/Conversion

    Common Stock

    [F1]
    2025-12-31+115,0011,041,398 total
  • Exercise/Conversion

    Restricted Stock Units

    [F2][F3]
    2025-12-31+115,001115,000 total
    Common Stock (115,001 underlying)
Footnotes (3)
  • [F1]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.
  • [F2]Each RSU represents a contingent right to receive one (1) share of the issuer's common stock upon settlement.
  • [F3]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.
Signature
/s/ Brian Meadows, Attorney-in-Fact for Ron Dissinger,|2026-01-29

Documents

1 file
  • 4
    ownership.xmlPrimary

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