SoundHound CTO Sells Shares Under 10b5-1 Plan and for RSU Taxes

Rhea-AI Filing Summary

Timothy Stonehocker, Chief Technology Officer of SoundHound AI (SOUN), reported two open-market sales of Class A common stock in September 2025. On 09/22/2025 he sold 37,570 shares at $16.0016 per share to satisfy tax-withholding obligations tied to restricted stock unit vestings granted in 2022, 2023 and 2024. On 09/24/2025 he sold 2,247 shares under a Rule 10b5-1 trading plan adopted in December 2024 at a weighted-average price of $17.8999 (trades ranged $17.60–$18.18). After these transactions he beneficially owned 677,049 Class A shares. The Form 4 was signed by Warren Heit as attorney-in-fact on 09/24/2025.

Positive

• Disclosures specify purpose of sale: 37,570 shares sold to satisfy tax-withholding on RSU vestings, improving transparency
• Use of a Rule 10b5-1 plan: 2,247-share sale executed under a December 2024 plan, indicating pre-planned trading rather than ad-hoc sales
• Detailed price disclosure: Weighted-average sale price reported and trade range provided ($17.60–$18.18) with offer to provide full trade details on request

Negative

• Insider sold 39,817 shares, reducing direct beneficial ownership from 679,296 to 677,049 shares following reported transactions
• Materiality of sale not specified: Filing does not state the percentage of outstanding shares represented by the disposals, so investor impact is unclear

Insights

Corporate Governance Expert

TL;DR: Routine insider sales for tax withholding and an established 10b5-1 plan; no new governance issues disclosed.

The filings show the CTO sold 37,570 shares to cover tax withholding from RSU vestings and executed an additional 2,247-share sale under a pre-existing Rule 10b5-1 plan. Both actions are standard, documented mechanisms for equity compensation management. The filer disclosed the source and the plan adoption date, improving transparency. There are no indications in the filing of preferential transfers, related-party transactions, or changes to officer status.

Securities Analyst

TL;DR: Insider disposed of 39,817 shares across two transactions; sales were executed at market prices between $16.00 and $18.18.

The total reported disposals equal 39,817 Class A shares, executed on 09/22/2025 and 09/24/2025. The larger block (37,570 shares) was sold at $16.0016 per share for tax withholding related to multi-year RSU grants. The 10b5-1 sales on 09/24/2025 had a weighted-average price of $17.8999 with trade-level prices between $17.60 and $18.18. The filing provides specific quantities and prices and offers to supply trade-level details on request, which supports auditability of the reported weighted-average figure.

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
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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)
09/22/2025

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	09/22/2025		S		37,570(1)	D	$16.0016	679,296	D
Class A Common Stock	09/24/2025		S(2)		2,247	D	$17.8999(3)	677,049	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. 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.

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

3. This transaction was executed in multiple trades during the day at prices ranging from $17.60 to $18.18. 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.

Remarks:

	/s /Warren Heit, attorney-in-fact for STONEHOCKER TIMOTHY	09/24/2025
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did SOUN CTO Timothy Stonehocker report on Form 4?

He reported two sales: 37,570 shares sold on 09/22/2025 at $16.0016 per share for tax withholding and 2,247 shares sold on 09/24/2025 under a Rule 10b5-1 plan at a weighted-average $17.8999.

Why were 37,570 shares sold on 09/22/2025 by the reporting person?

The filing states the sale was made to satisfy tax withholding obligations arising from restricted stock units that vested in 2022, 2023 and 2024.

Was the 09/24/2025 sale part of a trading plan?

Yes. The 2,247-share sale on 09/24/2025 was effected pursuant to a Rule 10b5-1 trading plan adopted in December 2024.

What was the price range for the 09/24/2025 trades?

The filing reports execution prices ranged from $17.60 to $18.18, with a weighted-average price reported as $17.8999.

How many Class A shares does Timothy Stonehocker beneficially own after these transactions?

The Form 4 reports 677,049 Class A shares beneficially owned following the reported transactions.