SOUN Director Sells Shares for Tax Withholding, 10b5-1 Trade Filed
Rhea-AI Filing Summary
Emami Majid, a director and VP of Engineering at SoundHound AI, Inc. (SOUN), reported two stock sales in September 2025. On 09/22/2025 he disposed of 42,119 Class A shares, leaving 685,538 shares owned; those shares were sold to satisfy tax withholding tied to restricted stock units granted on multiple dates. On 09/24/2025 he sold an additional 36,185 shares under a Rule 10b5-1 plan at a weighted-average price of $17.8599, leaving 649,353 shares. The 09/24 filing is signed by an attorney-in-fact.
Positive
- Sale for tax withholding was disclosed as such, clarifying the motive for the 09/22 transaction
- Use of a Rule 10b5-1 trading plan (adopted March 2025) for the 09/24 sale increases procedural transparency
- Weighted-average price and execution range for the 09/24 trades are disclosed, aiding transparency
- Form is signed by an attorney-in-fact, indicating a valid filing
Negative
- Beneficial ownership decreased from 685,538 shares after the 09/22 sale to 649,353 after the 09/24 sale
- Total shares sold across the two reported transactions amount to 78,304 Class A shares
Insights
TL;DR: Insider sold 78,304 SOUN shares across two transactions; one sale satisfied tax withholding and one executed under a 10b5-1 plan.
The transactions are routine insider liquidity events tied to RSU vesting and a pre-established trading plan. The 09/22 sale was explicitly to cover tax withholding for multiple RSU grants, which is a common reason for disposition and does not indicate discretionary market-timing by the reporting person. The 09/24 sale under a Rule 10b5-1 plan provides procedural protection and clarity on intent, and the filer discloses the intraday price range and weighted-average price, improving transparency.
TL;DR: Disclosures are timely and include required explanations; the use of an attorney-in-fact and 10b5-1 plan are properly noted.
The Form 4 includes the necessary explanatory footnotes describing the tax-withholding sale and the 10b5-1 plan adoption in March 2025. Signature by an attorney-in-fact is clearly shown. From a governance perspective, these filings meet disclosure expectations for insider transactions, and the additional note offering to provide full execution details to the SEC or security holders enhances compliance transparency.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Class A Common Stock | 36,185 | $17.8599 | $646K |
| Sale | Class A Common Stock | 42,119 | $16.0016 | $674K |
Footnotes (1)
- 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, August 1, 2024 and July 31, 2025. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person in March 2025. This transaction was executed in multiple trades during the day at prices ranging from $17.43 to $18.20. The weighted-average price is reported above. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.
