Management Change/Compensation (Form 8-K)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 9, 2025, Jones Soda Co. (the "Company") agreed to grant Brian Meadows, the Company's Chief Financial Officer, options to purchase 750,000 common shares of the Company (the "Stock Options") under the Company's 2022 Omnibus Equity Incentive Plan upon the Company's completion of certain milestones.

The Stock Options will be formally granted within 30 days following confirmation by the Company's Board of Directors that all of the designated milestones have been completed, and the Stock Options will vest over a three-year period, with annual cliff vesting such that one-third (1/3) of the Stock Options vest on each anniversary of the grant date, provided that Mr. Meadows remains employed with the Company through the applicable vesting date.