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

Rhea-AI Filing Summary

SoundHound AI Chief Operating Officer Michael Zagorsek reported multiple securities transactions on June 20, 2025:

• Acquired 100,000 shares of Class A Common Stock upon vesting of Performance Stock Units (PSUs) granted in August 2022, following achievement of performance criteria
• Disposed of 51,131 shares at $9.3559 per share to satisfy tax obligations related to PSU vesting
• Sold 66,049 shares at $9.3559 per share to cover tax obligations from vesting of various RSU grants from 2022-2024

Following these transactions, Zagorsek beneficially owns 1,346,455 shares directly, including 3,110 shares acquired through the employee stock purchase plan in May 2025. All transactions were executed under Rule 10b5-1 trading plan.

Positive

• COO Michael Zagorsek received 100,000 shares from PSU vesting, indicating achievement of performance targets
• COO maintains significant skin in the game with 1,346,455 shares held directly after transactions
• COO participated in Employee Stock Purchase Plan in May 2025, showing confidence in company by acquiring additional 3,110 shares

Negative

• Insider sold 117,180 total shares (51,131 + 66,049) at $9.3559 per share, though sales were primarily for tax obligations
• Multiple stock awards vesting simultaneously could indicate concentrated selling pressure from insider transactions

Insights

Insider Trading Analyst

This Form 4 filing for SoundHound AI's COO Michael Zagorsek reveals a net liquidation of approximately 17,180 shares after accounting for the 100,000 newly vested PSUs and the 117,180 shares sold for tax withholding purposes. Importantly, these sales were non-discretionary tax-related transactions, not open market sales based on the executive's outlook for the company.

The PSU vesting is particularly noteworthy as it indicates SoundHound has successfully achieved certain performance metrics established back in August 2022. This performance-contingent vesting is a positive signal about the company's operational execution. Despite the tax-related sales, Zagorsek maintains a substantial position of 1,346,455 shares, demonstrating continued alignment with shareholders.

The share price of $9.36 used for the tax withholding calculations suggests a significant appreciation from 2022 levels when these awards were initially granted. The fact that the COO has also participated in the company's ESPP program in May 2025 (acquiring 3,110 additional shares) further reinforces his long-term commitment to the company. Overall, these transactions reflect normal equity compensation activities rather than concerning insider selling behavior.

Executive Compensation Specialist

This filing reveals important insights into SoundHound AI's executive compensation structure and performance. The vesting of 100,000 PSUs granted in August 2022 indicates the company has achieved specific performance milestones set nearly three years ago. This performance-based vesting structure aligns executive incentives with shareholder interests more effectively than time-based vesting alone.

The tax withholding approach used by Zagorsek (selling shares to cover obligations) is a standard practice among executives but results in a net reduction of equity ownership. The effective tax rate appears to be approximately 51% on the PSU vesting (51,131 shares sold out of 100,000 vested) and likely includes federal, state, and employment taxes. The additional 66,049 shares sold relate to RSU vestings from multiple grant dates spanning 2022-2024, suggesting a well-structured, laddered equity compensation plan.

Zagorsek's continued substantial holdings (1.34M+ shares) after these transactions and his participation in the ESPP program demonstrate a healthy long-term alignment with the company. SoundHound's compensation committee appears to be effectively balancing immediate incentives through performance-based vesting while maintaining executive skin-in-the-game through significant ongoing equity positions.

Corporate Governance Expert

From a governance perspective, this Form 4 filing demonstrates several positive practices at SoundHound AI. First, the company has implemented a balanced executive compensation structure that includes both performance-based incentives (PSUs) and retention-focused awards (RSUs) with different vesting schedules. The vesting of performance-based equity indicates accountability mechanisms are functioning as designed.

The tax withholding approach utilized here is transparent and properly disclosed. While some governance advocates prefer executives to pay taxes from personal funds rather than liquidating company shares, the automatic nature of these sales prevents any timing-based market manipulation. The filing was completed promptly within the required reporting window, demonstrating good compliance practices.

It's worth noting that Zagorsek continues to maintain substantial equity ownership (over 1.3 million shares) post-transaction, representing meaningful alignment with shareholders. His participation in the broader employee stock purchase plan also signals a positive company-wide ownership culture. The attorney-in-fact signature suggests proper delegation protocols are in place for the company's Section 16 compliance program. Overall, this filing reflects sound governance practices around executive compensation, equity ownership, and regulatory compliance.

Equity Research Analyst

This Form 4 filing provides several valuable signals for SoundHound AI investors. Most significantly, the vesting of performance-based equity awards granted in 2022 confirms the company has achieved certain operational or financial targets, which validates the execution of their business strategy. With AI technology companies facing intense scrutiny about their ability to deliver on promises, this performance milestone achievement represents a tangible proof point.

At the reported share price of approximately $9.36, SoundHound stock appears to have appreciated significantly since these equity awards were granted in August 2022. This price level suggests positive market reception to the company's AI voice technology positioning. The COO maintains a substantial equity position worth approximately $12.6 million at current prices, indicating his confidence in future appreciation potential.

The multi-year pattern of equity awards (2022-2024) shows the company has been consistently incentivizing and retaining key executives during a critical growth period. While the tax-related sales represent a moderate insider liquidation event, they don't appear strategic or sentiment-driven. Investors should view this filing as generally positive, confirming performance execution and continued executive alignment, though they should monitor future discretionary sales that might signal changing insider perspectives on valuation. The successful vesting of performance awards should prompt analysts to reassess growth projections and valuation models.

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)
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	1,460,525	D
Class A Common Stock	06/20/2025		S		51,131(2)	D	$9.3559	1,409,394	D
Class A Common Stock	06/20/2025		S		66,049(3)	D	$9.3559	1,346,455(4)	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. Includes 3,110 shares of common stock acquired in May 2025 through the SoundHound AI, Inc. 2022 Employee Stock Purchase Plan.

Remarks:

	/s /Warren Heit, attorney-in-fact for ZAGORSEK MICHAEL	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).
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FAQ

How many shares did SOUN's COO Michael Zagorsek acquire on June 20, 2025?

Michael Zagorsek acquired 100,000 shares of 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.

What was the sale price of SOUN shares in the insider transaction on June 20, 2025?

The SOUN shares were sold at a price of $9.3559 per share in two separate transactions - one for 51,131 shares and another for 66,049 shares.

Why did SOUN's COO sell shares on June 20, 2025?

The sales were made to satisfy tax withholding obligations: 51,131 shares were sold for taxes related to vesting PSUs granted on August 4, 2022, and 66,049 shares were sold for taxes related to vesting RSUs granted on various dates between August 2022 and August 2024.

How many SOUN shares does Michael Zagorsek own after the June 20, 2025 transactions?

Following the reported transactions, Michael Zagorsek beneficially owns 1,346,455 shares of SOUN Class A Common Stock directly, which includes 3,110 shares acquired through the company's Employee Stock Purchase Plan in May 2025.