[Form 4] SoundHound AI, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Sharan Nitesh, Chief Financial Officer and director of SoundHound AI, Inc. (SOUN), was granted 450,000 restricted stock units on August 11, 2025 under the company’s 2022 Incentive Award Plan. The grant was approved by the board on July 31, 2025 and carries a $0.00 price designation because it represents restricted stock units rather than a cash purchase.

The restricted stock units vest over three years in approximately equal monthly installments. After this grant, Nitesh beneficially owns 1,892,900 shares of Class A common stock in a direct ownership form. The Form 4 reports the award details and the vesting schedule; no derivative transactions were reported.

Positive

• Retention and alignment: The 450,000 RSU grant vests over three years, aligning the CFO's incentives with long-term shareholder value.
• Board approval documented: Grant was approved by the Board on July 31, 2025 under the 2022 Incentive Award Plan, showing formal governance process.

Negative

• Potential dilution: The 450,000 restricted stock units represent potential future issuance that will increase outstanding shares as they vest.
• Concentration risk: Post-grant beneficial ownership of 1,892,900 shares reflects a meaningful executive holding that could affect insider-related disclosure dynamics.

Insights

Compensation Analyst

TL;DR: A sizeable multi-year RSU grant aligns CFO pay with long-term performance but increases potential share issuance.

The 450,000 restricted stock units are structured to vest monthly over three years, which is consistent with retention and long-term incentive practices for senior executives. Board approval on July 31, 2025 is documented and the award is granted under the 2022 Incentive Award Plan. This design ties a portion of executive compensation to future stock performance while spreading dilution over time as units vest.

Securities Analyst

TL;DR: The Form 4 documents a non-cash RSU issuance increasing the reporting person’s beneficial stake to 1,892,900 shares.

The report shows an acquisition designation for restricted stock units with an effective transaction date of 08/11/2025 and a post-transaction beneficial ownership of 1,892,900 shares held directly. The award bears no immediate cash price and no derivative instruments were listed, limiting short-term market-impact details in the filing. Investors can expect gradual issuance as units vest monthly over three years.

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

OMB Number:			3235-0287
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hours per response:			0.5

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^*

SHARAN NITESH

(Last) (First) (Middle)

C/O SOUNDHOUND AI, INC.

5400 BETSY ROSS DRIVE

(Street)

SANTA CLARA CA 95054

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SOUNDHOUND AI, INC. [ SOUN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2025

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
Class A Common Stock	08/11/2025(1)		A(2)		450,000	A	$0.00	1,892,900	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

Explanation of Responses:

1. Represents shares underlying certain restricted stock units which were issued on August 11, 2025. The grant of such restricted stock units was originally approved by the SoundHound AI, Inc. Board of Directors on July 31, 2025, subject to certain conditions.

2. Represents a grant of restricted stock units under the SoundHound AI, Inc. 2022 Incentive Award Plan (the "Plan"). These restricted stock units vest over three years in approximately equal monthly installments.

Remarks:

	/s /Warren Heit, attorney-in-fact for SHARAN NITESH	08/13/2025
	** 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 did SoundHound AI CFO Sharan Nitesh receive on 08/11/2025?

He was granted 450,000 restricted stock units under the 2022 Incentive Award Plan, as reported on the Form 4.

How do the restricted stock units vest?

The RSUs vest over three years in approximately equal monthly installments, per the Form 4 explanation.

What is Sharan Nitesh’s beneficial ownership after the grant?

Following the reported transaction, he beneficially owns 1,892,900 shares of Class A common stock in direct form.

Was there any cash paid for the award?

No; the award is shown with a $0.00 price designation because it represents restricted stock units, not a cash purchase.

Under which plan were the RSUs granted?

The RSUs were granted under the SoundHound AI, Inc. 2022 Incentive Award Plan.