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

Rhea-AI Filing Summary

SoundHound AI (SOUN) VP of Engineering and 10% owner Majid Emami reported multiple stock transactions on June 20-24, 2025:

• Acquired 80,000 shares from vested Performance Stock Units (PSUs) at $0.00, originally granted August 4, 2022
• Disposed of 38,833 shares at $9.3559 to cover tax obligations from PSU vesting
• Sold 40,697 shares at $9.3559 for tax obligations related to RSU vesting from multiple grants between 2022-2024
• Sold 60,295 shares at $10.00 through a pre-planned Rule 10b5-1 trading plan established in March 2025

Following these transactions, Emami's direct ownership decreased to 477,657 shares. The sales were primarily for tax obligation purposes and executed according to predetermined trading plans, suggesting planned portfolio management rather than sentiment-driven selling.

Positive

• Performance Stock Units (PSUs) vested due to achievement of performance criteria, resulting in 80,000 shares being issued
• The insider still maintains a significant position of 477,657 shares after transactions, showing continued alignment with shareholders

Negative

• VP of Engineering (insider) sold a total of 139,825 shares through multiple transactions at prices ranging from $9.35 to $10.00 per share
• The sales include a pre-planned 10b5-1 trading plan sale of 60,295 shares, indicating systematic selling by the executive

Insights

Insider Trading Analyst

This Form 4 reveals significant activity by Majid Emami, VP of Engineering and 10% owner at SoundHound AI. The transactions show a common pattern of insider behavior around vesting events, with the primary sales tied to tax obligations rather than discretionary selling. The June 20th sales (79,530 shares total) were specifically for tax withholding, suggesting these weren't sentiment-driven.

However, the subsequent 60,295 share sale on June 24th at $10.00 executed under a 10b5-1 plan is more notable. This plan was established in March 2025, indicating pre-planned selling at predetermined price points rather than reactive selling. The price progression from $9.36 to $10.00 in just four days (+6.8%) may have triggered this planned sale.

While Emami's ownership remains substantial at 477,657 shares after these transactions, the reduction represents approximately 22.5% of his holdings within this short period. For context, many insiders maintain their core positions while selling portions to diversify wealth, particularly at companies with volatile price movements like tech AI firms. Investors should monitor additional Form 4 filings to determine if this represents the beginning of a larger exit strategy or merely routine portfolio management.

Equity Compensation Specialist

This filing offers valuable insights into SoundHound AI's performance-based compensation structure. The vesting of 80,000 shares from PSUs granted in August 2022 indicates that specific performance metrics were successfully achieved - a positive signal regarding the company's execution against predetermined targets. The explanation notes that only "a portion of the PSUs has vested," suggesting a partial achievement of the performance criteria.

SoundHound appears to use a balanced approach to equity compensation, with both performance-based PSUs and time-based RSUs granted over multiple years (2022-2024). The substantial tax withholding sales (nearly 50% of the newly vested shares) reflect the high tax burden associated with vesting events, which is typical for executives in high tax brackets.

For investors, this vesting event demonstrates that the company's incentive structure is functioning as designed - rewarding executives when performance thresholds are met. The timing of these awards (August 2022) coincides with SoundHound's post-SPAC period, suggesting these were likely transition or retention grants designed to align executive interests with shareholders through the public company transition. The continued substantial ownership position (477,657 shares) indicates ongoing skin-in-the-game for this key technology leader.

Corporate Governance Expert

This Form 4 filing presents several governance considerations worth evaluating. First, Emami's dual status as both a 10% owner and VP of Engineering creates an unusual governance dynamic - he possesses both significant operational responsibilities and substantial shareholder influence. The concentration of ownership and management authority in a single individual bears monitoring from a governance perspective.

The use of a Rule 10b5-1 trading plan (established in March 2025) demonstrates appropriate governance protocols for insider transactions. These plans provide a structured, compliant mechanism for insiders to divest holdings while mitigating concerns about trading on material non-public information. However, the timing between the vesting event and the 10b5-1 execution (just four days) warrants attention.

After these transactions, Emami retains approximately 77.5% of his pre-transaction holdings, maintaining significant alignment with shareholders. For governance committees and investors, the key question is whether these sales represent normal diversification or signal concerns about future prospects. The fact that most sales were tax-related suggests routine management rather than bearish sentiment. The Form 4 doesn't indicate any change in Emami's reporting status as a 10% owner, but his ownership percentage should be monitored in subsequent filings to track any material governance implications.

AI Technology Investment Analyst

This insider transaction provides context for evaluating SoundHound AI's positioning in the competitive AI market. As VP of Engineering, Emami oversees critical technical development at a company focused on voice AI technology. The vesting of performance-based stock units suggests the company is hitting key technical or business milestones, which is encouraging for a growth-stage AI firm in a rapidly evolving landscape.

The timing is particularly interesting given recent developments in the voice AI sector. SoundHound competes with larger players like Google, Amazon, and Apple in voice technology, while also navigating the broader AI market that has seen significant valuation volatility. The share price of $9.36-$10.00 represents a notable valuation for a specialized AI company.

For technology investors, the partial selling by a technical leader requires contextual interpretation. The fact that the majority of sales were tax-related rather than discretionary suggests Emami isn't pessimistic about future prospects. His retention of nearly 480,000 shares indicates continued confidence in SoundHound's technological roadmap and competitive positioning. The performance unit vesting likely correlates with specific product development achievements or deployment metrics, providing indirect validation of SoundHound's technical progress in the voice AI market where implementation quality and adoption are critical success factors.

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^*

EMAMI MAJID

(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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	VP, Engineering

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		80,000(1)	A	$0.00	617,482	D
Class A Common Stock	06/20/2025		S		38,833(2)	D	$9.3559	578,649	D
Class A Common Stock	06/20/2025		S		40,697(3)	D	$9.3559	537,952	D
Class A Common Stock	06/24/2025		S(4)		60,295	D	$10	477,657	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 August 4, 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 August 4, 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 March 2025.

Remarks:

	/s /Warren Heit, attorney-in-fact for EMAMI MAJID	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 VP of Engineering Majid Emami sell on June 24, 2025?

According to the Form 4 filing, SOUN VP of Engineering Majid Emami sold 60,295 shares at $10.00 per share on June 24, 2025. This transaction was executed pursuant to a Rule 10b5-1 trading plan adopted in March 2025.

How many SOUN shares does Majid Emami own after the June 2025 transactions?

After all reported transactions, Majid Emami directly owns 477,657 shares of SOUN Class A Common Stock. This reflects the final balance after receiving 80,000 shares from vested PSUs and selling multiple share blocks for tax obligations and through a 10b5-1 plan.

What was the purpose of SOUN insider Emami's stock sales on June 20, 2025?

The Form 4 indicates that Emami sold 38,833 and 40,697 shares (total 79,530 shares) on June 20, 2025 at $9.3559 per share specifically to satisfy tax withholding obligations related to the vesting of performance stock units (PSUs) and restricted stock units (RSUs) that were granted on various dates between August 2022 and August 2024.

What positions does Majid Emami hold at SOUN according to the Form 4?

According to the Form 4, Majid Emami serves as VP, Engineering at SoundHound AI, Inc. (SOUN) and is also classified as a 10% Owner of the company, indicating he holds both an executive position and significant ownership stake.

How many SOUN shares did Emami acquire from vested PSUs in June 2025?

Emami acquired 80,000 shares of SOUN Class A Common Stock on June 20, 2025, which were issued upon the vesting of Performance Stock Units (PSUs) originally granted on August 4, 2022. The PSUs vested after achieving certain performance criteria.