SOUN Form 4: Michael Zagorsek receives 450k RSUs; vesting over 3 years

Rhea-AI Filing Summary

Michael Zagorsek, Chief Operating Officer of SoundHound AI, Inc. (SOUN), received a grant of restricted stock units covering 450,000 shares of Class A common stock on August 11, 2025. The award was originally approved by the Board on July 31, 2025 and was issued under the company’s 2022 Incentive Award Plan.

The restricted stock units vest over three years in approximately equal monthly installments and are reported with a price of $0.00. After the grant, Zagorsek beneficially owns 1,930,627 shares directly, as disclosed on the Form 4. The filing documents a routine executive compensation grant rather than a sale or transfer.

Positive

• 450,000 restricted stock units granted to the COO, explicitly disclosed on Form 4.
• RSUs vest over three years in approximately equal monthly installments, linking compensation to continued service.
• Direct beneficial ownership increased to 1,930,627 shares following the grant.

Negative

• Grant reported at $0.00 (RSU award), which may result in issuance of shares upon vesting.
• 450,000 units will potentially convert to shares over time, representing future dilution when they vest.

Insights

Securities Analyst

TL;DR Routine director/officer RSU grant of 450,000 units increases direct holdings to 1.93M; disclosure is standard, not a disposition.

The Form 4 reports a grant of 450,000 restricted stock units to the COO on August 11, 2025, awarded under the 2022 Incentive Award Plan and showing a reported price of $0.00. The RSUs vest over three years in approximately equal monthly installments, and the reporting person’s direct beneficial ownership after the grant is 1,930,627 shares. Without information on total outstanding shares, the filing alone does not quantify dilution or material impact to equity metrics.

Corporate Governance Expert

TL;DR Board-approved multi-year RSU grant is a common retention tool; disclosure meets Section 16 reporting requirements.

The disclosure indicates the grant was approved by the Board on July 31, 2025 and issued August 11, 2025 as restricted stock units vesting over a three-year schedule. This structure aligns vesting with continued service and is customary for executive compensation. The Form 4 reports direct beneficial ownership of 1,930,627 shares following the award, and provides transparent disclosure of the award size and vesting terms.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider ZAGORSEK MICHAEL

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	450,000	$0.00	--

Holdings After Transaction: Class A Common Stock — 1,930,627 shares (Direct)

Footnotes (1)

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. 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.

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

OMB Number:			3235-0287
Estimated average burden
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^*

ZAGORSEK MICHAEL

(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 Operating 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	1,930,627	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 ZAGORSEK MICHAEL	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 Michael Zagorsek report on Form 4 for SoundHound AI (SOUN)?

He reported a grant of 450,000 restricted stock units on August 11, 2025 under the company’s 2022 Incentive Award Plan, increasing direct beneficial ownership to 1,930,627 shares.

How many restricted stock units were granted and what is the vesting schedule?

The grant was for 450,000 RSUs, which vest over three years in approximately equal monthly installments.

What is the reported price for the award and does it indicate a purchase?

The award is reported with a price of $0.00, indicating these were granted RSUs rather than a purchase transaction.

How many shares does Zagorsek beneficially own after the reported transaction?

Following the reported grant, Zagorsek beneficially owns 1,930,627 shares on a direct basis.

Was the RSU grant approved by the Board?

Yes. The grant was originally approved by the SoundHound AI Board of Directors on July 31, 2025, per the Form 4 explanation.