SoundHound (SOUN) CFO 10b5-1 Trades: Option Exercise and Multiple Share Sales

Q: What insider activity did SOUN CFO Sharan Nitesh report on 09/22/2025?

The filing reports the exercise of 30,000 options at $7.514 and sales of 30,000 , 66,220 , and 30,376 Class A shares at prices of $17.21 and $16.0016 on 09/22/2025.

Q: Did any sales relate to tax withholding for equity awards?

Yes. The filing notes a sale of 66,220 shares was made to satisfy tax withholding obligations for RSU vesting tied to grants on specified dates in 2022, 2023, 2024, and 2025.

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Sharan Nitesh, Chief Financial Officer of SoundHound AI, Inc. (SOUN), reported multiple transactions on 09/22/2025. The filing shows the exercise of 30,000 stock options at an exercise price of $7.514 and simultaneous sale of those shares at $17.21. Additional open-market sales of 66,220 shares at $16.0016 and 30,376 shares at $17.21 were reported, and certain sales were made to satisfy tax withholding for vested restricted stock units granted between 2022 and 2025. After these transactions, the reporting person beneficially owned 1,796,304 Class A shares and holds 278,677 options/derivatives following the reported activity.

Positive

Trades executed under a Rule 10b5-1 plan, which can reduce regulatory and litigation risk
Reporting person retains substantial equity: 1,796,304 Class A shares beneficially owned after transactions
Remaining derivative exposure is significant: 278,677 options/derivatives retained after activity

Negative

Large insider sales totaling 126,596 shares sold on 09/22/2025 (66,220 + 30,376 + 30,000), which may be viewed negatively by some investors
Sales to cover tax withholding from multiple RSU grants (2022–2025) indicate recurring equity compensation dilution or cash needs

Insights

TL;DR: Insider exercised options and sold shares, realizing gains while retaining a substantial equity stake and remaining options.

The CFO exercised 30,000 options at $7.514 and sold those shares at $17.21, indicating a realized per-share spread of $9.696 before taxes and fees. Additional sales of 96,596 shares (combined 66,220 and 30,376) at prices around $16.00–$17.21 were disclosed; part of these sales satisfied tax withholding for RSU vesting from 2022–2025. Post-transaction beneficial ownership remains material at 1,796,304 Class A shares and 278,677 options, showing continued significant alignment with equity ownership.

TL;DR: Transactions were executed under a 10b5-1 plan and include tax-withholding sales, reducing regulatory execution risk.

The filing explicitly states the trades were effected pursuant to a Rule 10b5-1 trading plan adopted in December 2024, which provides an affirmative defense to insider trading allegations when plan conditions are met. The disclosure also notes that some sales satisfied tax-withholding obligations tied to RSU vesting on specific grant dates. Reporting appears complete with signature by an attorney-in-fact and includes exercisable/expiration dates for the exercised options.

Insider Trade Summary

Net Seller: 126,596 shares ($2,098,697)

Net Sell 5 txns

Insider SHARAN NITESH

Role Chief Financial Officer

Sold 126,596 shs ($2.10M)

Type	Security	Shares	Price	Value
Exercise	Stock Options (Right to buy)	30,000	$0.00	--
Exercise	Class A Common Stock	30,000	$7.514	$225K
Sale	Class A Common Stock	30,000	$17.21	$516K
Sale	Class A Common Stock	66,220	$16.0016	$1.06M
Sale	Class A Common Stock	30,376	$17.21	$523K

Holdings After Transaction: Stock Options (Right to buy) — 278,677 shares (Direct); Class A Common Stock — 1,922,900 shares (Direct)

Footnotes (1)

This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person in December 2024. Represents stock options granted on September 27, 2021 that were exercised and sold by the reporting person. 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, August 1, 2024 and July 31, 2025.

Form 4 Insider Transactions: What Each Field Means →

09/24/2025 - 06:19 PM

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).

1. Name and Address of Reporting Person^*

SHARAN NITESH

(Last)

(First)

(Middle)

C/O SOUNDHOUND AI, INC.

5400 BETSY ROSS DRIVE

(Street)

SANTA CLARA

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)
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	09/22/2025		M⁽¹⁾		30,000⁽²⁾	A	$7.514	1,922,900	D
Class A Common Stock	09/22/2025		S⁽¹⁾		30,000⁽²⁾	D	$17.21	1,892,900	D
Class A Common Stock	09/22/2025		S		66,220⁽³⁾	D	$16.0016	1,826,680	D
Class A Common Stock	09/22/2025		S⁽¹⁾		30,376	D	$17.21	1,796,304	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (Right to buy)	$7.514	09/22/2025		M⁽¹⁾			30,000	⁽²⁾	09/26/2031	Class A Common Stock	30,000	$0.00	278,677	D

Explanation of Responses:

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

2. Represents stock options granted on September 27, 2021 that were exercised and sold by the reporting person.

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, August 1, 2024 and July 31, 2025.

Remarks:

	/s /Warren Heit, attorney-in-fact for SHARAN NITESH	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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider activity did SOUN CFO Sharan Nitesh report on 09/22/2025?

The filing reports the exercise of 30,000 options at $7.514 and sales of 30,000, 66,220, and 30,376 Class A shares at prices of $17.21 and $16.0016 on 09/22/2025.

Were these transactions part of a prearranged trading plan for SOUN?

Yes. The filing states the transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person in December 2024.

How many SOUN shares does the reporting person own after these transactions?

After the reported transactions, the reporting person beneficially owned 1,796,304 Class A common shares.

Did any sales relate to tax withholding for equity awards?

Yes. The filing notes a sale of 66,220 shares was made to satisfy tax withholding obligations for RSU vesting tied to grants on specified dates in 2022, 2023, 2024, and 2025.

What options or derivatives remain after the reported activity?

Following the transactions, the reporting person beneficially owned 278,677 derivative securities (stock options), with exercised options reflected and expiration dates disclosed in the filing.