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

Rhea-AI Filing Summary

SoundHound AI Chief Financial Officer Nitesh Sharan reported multiple transactions on June 20, 2025:

• Acquisition: Received 100,000 shares of Class A Common Stock at $0.00 through vesting of Performance Stock Units (PSUs) granted in July 2022, following achievement of performance criteria
• Disposals: - Sold 48,483 shares at $9.3559 to cover tax obligations from PSU vesting - Sold additional 62,628 shares at $9.3559 for tax obligations from various RSU grants between 2022-2024

Following these transactions, Sharan directly owns 1,442,900 shares of Class A Common Stock. The sales were specifically conducted to satisfy tax withholding obligations rather than discretionary sales, indicating a non-strategic transaction pattern.

Positive

• CFO Nitesh Sharan received 100,000 shares from vested Performance Stock Units (PSUs), indicating achievement of performance criteria
• After all transactions, CFO still maintains a significant position of 1,442,900 shares, showing continued alignment with shareholders

Negative

• CFO sold a total of 111,111 shares (48,483 + 62,628) at $9.3559 per share, though these sales were primarily for tax obligations
• The sales represent approximately 7.1% of the CFO's holdings, which could be perceived as a minor reduction in insider ownership

Insights

Insider Trading Analyst

This Form 4 reveals a neutral transaction pattern by SoundHound AI's CFO Nitesh Sharan. The filing discloses the acquisition of 100,000 shares from vested Performance Stock Units (PSUs) and subsequent sale of 111,111 shares solely to cover tax obligations. Importantly, this is not a discretionary sale signaling lack of confidence, but rather a standard tax withholding event.

After these transactions, Sharan maintains a substantial position of 1,442,900 shares, demonstrating continued alignment with shareholders. The PSU vesting is particularly noteworthy as it indicates achievement of performance metrics established in 2022, suggesting positive operational execution by management. The transaction price of $9.3559 represents a significant premium to SOUN's IPO reference price, reflecting the company's positive trajectory in the AI voice technology space.

From an insider sentiment perspective, this mandatory tax-related sale presents no red flags. Investors should monitor future discretionary transactions by Sharan and other executives to gauge true insider confidence. Given the competitive landscape in AI, maintaining this level of executive ownership is a positive indicator for the company's strategic direction.

Equity Compensation Specialist

This filing provides valuable insights into SoundHound AI's executive compensation structure. The vesting of 100,000 PSUs granted in July 2022 indicates the successful achievement of performance metrics established approximately three years ago. This performance-based equity component demonstrates the company's commitment to aligning executive compensation with shareholder value creation.

The transaction reveals a multi-layered equity compensation approach, with both Performance Stock Units and time-based Restricted Stock Units granted across multiple dates (July 2022, September 2022, August 2023, and August 2024). This staggered approach creates retention incentives while the performance component drives operational excellence. The tax withholding sale of approximately 111,111 shares (representing about 53% of the total vested shares) aligns with typical withholding rates for executive compensation.

For investors, this compensation structure signals a thoughtful approach to executive incentives. The achievement of performance metrics for PSUs is particularly encouraging, suggesting the company is executing against established goals. Future filings should be monitored to assess the ongoing vesting pattern and whether new grants maintain this balance between performance and time-based incentives.

Tax Efficiency Strategist

This Form 4 filing illustrates a standard but significant tax withholding strategy employed by SoundHound AI's CFO. The decision to sell shares to cover tax obligations rather than using cash compensation reveals important financial planning considerations. The combined sale of 111,111 shares at $9.3559 generated approximately $1.04 million specifically earmarked for tax withholding.

The withholding appears to represent an effective tax rate of approximately 53% (111,111 shares sold out of 210,000+ shares vested), which is consistent with the combined federal and California state tax burden for highly compensated executives when accounting for Medicare surtaxes. Given that PSUs are taxed as ordinary income upon vesting, this significant withholding was necessary to cover the substantial tax liability triggered by the vesting event.

For shareholders, this transaction demonstrates prudent financial management by the CFO. Rather than liquidating additional shares beyond tax obligations or selling in the open market at potentially less favorable terms, the company likely facilitated this transaction through a net settlement process. Investors should recognize that such tax-motivated sales do not represent negative sentiment about the company's prospects, but rather reflect the mandatory tax consequences of equity-based compensation.

AI Industry Specialist

The vesting of performance-based equity for SoundHound's CFO offers a meaningful window into the company's execution in the competitive AI voice technology market. The achievement of performance criteria tied to these July 2022 PSUs suggests SoundHound is successfully hitting key operational milestones during a critical growth period for AI voice technology companies.

With a post-transaction holding of 1.44 million shares (valued at approximately $13.5 million at the transaction price), the CFO maintains significant skin in the game as SoundHound competes against larger tech players in the voice AI space. The timing is particularly noteworthy as voice technology integration has accelerated across automotive, consumer electronics, and enterprise applications in 2024-2025.

For investors evaluating SoundHound's competitive positioning, this compensation milestone achievement signals positive momentum in the company's technology deployment and monetization efforts. The successful vesting of performance equity granted in 2022 likely correlates with the company's expanding partnerships and improving financial metrics. Shareholders should view this as a data point supporting SoundHound's execution against its strategic roadmap in the rapidly evolving AI space, though it should be evaluated alongside broader financial performance indicators in upcoming quarterly results.

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^*

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)
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		100,000(1)	A	$0.00	1,554,011	D
Class A Common Stock	06/20/2025		S		48,483(2)	D	$9.3559	1,505,528	D
Class A Common Stock	06/20/2025		S		62,628(3)	D	$9.3559	1,442,900	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 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 July 20, 2022, September 7, 2022, August 3, 2023 and August 1, 2024.

Remarks:

	/s /Warren Heit, attorney-in-fact for SHARAN NITESH	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 SOUN shares did CFO Nitesh Sharan acquire on June 20, 2025?

On June 20, 2025, SOUN CFO Nitesh Sharan acquired 100,000 shares of Class A Common Stock upon the vesting of Performance Stock Units (PSUs) that were originally granted on July 20, 2022.

What was the sale price of SOUN shares in CFO Sharan's June 20, 2025 transactions?

The SOUN shares were sold at a price of $9.3559 per share in both sale transactions on June 20, 2025.

Why did SOUN's CFO Nitesh Sharan sell shares on June 20, 2025?

The sales were made to satisfy tax withholding obligations - 48,483 shares were sold for taxes related to PSU vesting, and 62,628 shares were sold for taxes related to RSU vesting from grants made between July 2022 and August 2024.

How many SOUN shares does CFO Nitesh Sharan own after the June 20, 2025 transactions?

After the reported transactions, CFO Nitesh Sharan directly owns 1,442,900 shares of SOUN Class A Common Stock.

What types of equity awards vested for SOUN's CFO in this Form 4 filing?

The Form 4 reports the vesting of two types of equity awards: Performance Stock Units (PSUs) that were subject to performance criteria, and Restricted Stock Units (RSUs) from multiple grants between July 2022 and August 2024.