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

Rhea-AI Filing Summary

SoundHound AI CTO Timothy Stonehocker reported multiple transactions on June 20-24, 2025:

• Acquired 70,000 shares of Class A Common Stock upon vesting of Performance Stock Units (PSUs) from July 2022 grant, following achievement of performance criteria
• Disposed of 33,424 shares at $9.3559 per share to satisfy tax obligations from PSU vesting
• Sold 39,738 shares at $9.3559 per share to cover tax obligations from RSU vestings from multiple grants (2022-2024)
• Sold additional 2,981 shares at $9.68 per share through a pre-established Rule 10b5-1 trading plan

Following these transactions, Stonehocker directly owns 716,866 shares of Class A Common Stock. The sales for tax obligations and planned trading indicate standard executive stock management practices rather than strategic position changes.

Positive

• 70,000 Performance Stock Units (PSUs) vested for the CTO due to achievement of performance criteria, indicating successful meeting of company goals
• Stock price shows strength at $9.36-$9.68 per share during transactions

Negative

• CTO Timothy Stonehocker disposed of a total of 76,143 shares through multiple transactions (including tax-related sales)
• The insider selling was executed through a 10b5-1 plan, suggesting planned reduction of holdings by a key executive

Insights

Insider Trading Analyst

This Form 4 filing for SoundHound AI's CTO Timothy Stonehocker reveals a nuanced transaction pattern that shouldn't raise significant concerns. The majority of sales (73,162 shares) were explicitly for tax withholding obligations related to equity compensation vesting, which is standard practice. The smaller sale of 2,981 shares on June 24 was executed under a pre-established Rule 10b5-1 trading plan from December 2024, providing a safe harbor from insider trading allegations.

Notably, despite these sales, Stonehocker retains substantial ownership of 716,866 shares following the transactions, representing approximately 86% of his pre-transaction position. This continued significant equity stake suggests ongoing confidence in the company's prospects. The fact that the PSUs vested indicates achievement of performance metrics, which is a positive signal about the company's operational execution.

From an insider sentiment perspective, these transactions appear routine rather than indicative of any lack of confidence. Tax-related sales and planned 10b5-1 transactions typically carry less signaling value than discretionary open-market transactions. Investors should view these as administrative rather than strategic moves by the executive.

Executive Compensation Specialist

This filing provides valuable insights into SoundHound AI's executive compensation structure. The vesting of 70,000 Performance Stock Units (PSUs) originally granted in July 2022 is particularly significant as it confirms achievement of predetermined performance targets. This suggests the company has met certain operational or financial milestones, which is positive for shareholders.

The executive's compensation package appears to include a blend of PSUs and time-based RSUs (referenced in explanation #3), demonstrating a balanced approach to performance incentives and retention. The high volume of shares used for tax withholding (approximately 73,162 shares at ~$9.36) indicates a substantial tax obligation, likely due to the sizeable vesting event.

With the CTO retaining 716,866 shares post-transactions, this represents significant equity alignment with shareholders. The approximately $685,000 in shares sold for tax purposes (at ~$9.36/share) suggests the total value of vested equity was considerable. SoundHound appears to be using equity compensation effectively to align executive interests with company performance, which is generally positive for corporate governance. The vesting achievement may signal strong execution on corporate initiatives established three years ago when the PSUs were granted.

Technology Sector Analyst

This Form 4 filing offers several implicit signals about SoundHound AI's business momentum. The vesting of PSUs granted in 2022 is particularly noteworthy as it confirms achievement of performance milestones during a critical growth phase for AI companies. As a specialized AI voice recognition company competing in an increasingly crowded field, SoundHound's ability to meet performance targets suggests effective execution of its technology roadmap.

The timing is significant given the broader AI market evolution. With SoundHound's stock trading around $9.36-9.68 during these transactions, the market is assigning meaningful value to the company's AI capabilities. The CTO's continued substantial ownership position (716,866 shares) following these transactions signals confidence in the company's technical direction and competitive positioning.

For context, SoundHound has been expanding its voice AI solutions across automotive, restaurant, and other sectors. The performance achievement likely relates to technology deployment milestones or revenue targets for these initiatives. As AI voice interfaces become increasingly critical components in multiple industries, this executive retention and incentive achievement suggests SoundHound is successfully navigating the competitive landscape against both specialized competitors and larger tech platforms with voice AI capabilities. The company appears to be effectively retaining key technical leadership during a period when AI talent is in extremely high demand.

Equity Research Analyst

This Form 4 filing for SoundHound AI's CTO provides several relevant data points for investors evaluating the company. The vesting of 70,000 PSUs signals the achievement of performance milestones established in 2022, which is inherently positive for the company's operational execution. With SoundHound operating in the competitive AI space, this achievement validates elements of the company's strategy.

The transactions demonstrate standard tax management rather than profit-taking. The approximately $685,000 in shares sold for tax withholding purposes (at ~$9.36/share) against the retention of 716,866 shares (worth approximately $6.7 million at the same price) maintains the executive's significant alignment with shareholders. The CTO's continued high ownership stake represents a vote of confidence in SoundHound's future prospects.

The $9.36-9.68 trading range seen in these transactions shows market valuation stability for SoundHound. For investors, this filing should be viewed as neutral to moderately positive—the achievement of performance metrics established three years ago is encouraging, while the tax-driven sales are routine. The pre-established 10b5-1 trading plan for the smaller sale demonstrates appropriate governance practices. I recommend investors focus on the achievement of performance metrics rather than the share sales when interpreting this filing's implications for SoundHound's business trajectory.

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).

X

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^*

STONEHOCKER TIMOTHY

(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 Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/20/2025

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	06/20/2025		A		70,000(1)	A	$0.00	793,009	D
Class A Common Stock	06/20/2025		S		33,424(2)	D	$9.3559	759,585	D
Class A Common Stock	06/20/2025		S		39,738(3)	D	$9.3559	719,847	D
Class A Common Stock	06/24/2025		S(4)		2,981	D	$9.68	716,866	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 the number of shares of common stock issued upon the vesting of certain Performance Stock Units ("PSUs") originally granted on July 20, 2022, the vesting of which was subject to the achievement of certain performance criteria. A portion of the PSUs has vested as a result of the achievement of the applicable performance criteria.

2. The sale reported herein was made to satisfy tax withholding obligations in connection with the vesting of shares of performance stock units granted to the reporting person on July 20, 2022.

3. The sale reported herein was made to satisfy tax withholding obligations in connection with the vesting of shares of restricted stock units granted to the reporting person on August 4, 2022, September 7, 2022, August 3, 2023 and August 1, 2024.

4. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person in December 2024.

Remarks:

	/s /Warren Heit, attorney-in-fact for STONEHOCKER TIMOTHY	06/24/2025
	** 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.
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FAQ

How many shares did SOUN's CTO Timothy Stonehocker sell on June 20, 2025?

On June 20, 2025, Timothy Stonehocker sold a total of 73,162 shares of SOUN Class A Common Stock in two transactions - 33,424 shares and 39,738 shares, both at a price of $9.3559 per share. These sales were primarily to satisfy tax withholding obligations.

What was the purpose of SOUN CTO's stock sales in June 2025?

The stock sales were primarily to satisfy tax withholding obligations related to: 1) the vesting of performance stock units (PSUs) granted on July 20, 2022, and 2) the vesting of restricted stock units (RSUs) granted on various dates including August 4, 2022, September 7, 2022, August 3, 2023, and August 1, 2024.

How many SOUN shares does Timothy Stonehocker own after the June 2025 transactions?

After all reported transactions, Timothy Stonehocker directly owns 716,866 shares of SOUN Class A Common Stock. This final position reflects the vesting of 70,000 shares from PSUs and subsequent sales for tax obligations and other transactions.

Was SOUN CTO's June 24, 2025 stock sale part of a planned transaction?

Yes, the June 24, 2025 sale of 2,981 shares at $9.68 per share was executed pursuant to a Rule 10b5-1 trading plan that was adopted by Timothy Stonehocker in December 2024.