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SROKA DIANA reported acquisition or exercise transactions in this Form 4 filing.
SOUNDHOUND AI, INC. reported that director Diana Sroka received an equity compensation grant of 4,000 restricted stock units of Class A Common Stock on July 31, 2026, at a stated price of $0.0000 per share. The award was granted under the SoundHound AI, Inc. 2022 Incentive Award Plan and will vest in four equal quarterly installments, providing time-based alignment with ongoing board service. Following this grant, Sroka directly holds 174,614 shares of Class A Common Stock.
Ball Eric R. reported acquisition or exercise transactions in this Form 4 filing.
SoundHound AI, Inc. director Eric R. Ball reported an equity award of 4,000 restricted stock units of Class A Common Stock on 2026-07-31 under the company’s 2022 Incentive Award Plan. These units vest in four equal quarterly installments. Following this grant, he directly holds 153,500 shares.
BlackRock, Inc. filed an amended Schedule 13G reporting a significant passive ownership stake in SoundHound AI, Inc. Class A stock. BlackRock reports 33,209,578 shares beneficially owned, representing 8.3% of the Class A shares outstanding. It has sole voting power over 32,554,780 shares and sole dispositive power over 33,209,578 shares, with no shared voting or dispositive power. The filing explains that these holdings are attributed to certain business units of BlackRock and that various underlying clients have rights to dividends or sale proceeds, but no individual client holds more than five percent of SoundHound AI’s outstanding common shares.
SoundHound AI, Inc. reported progress on its proposed acquisition of LivePerson, Inc. Under an Amended and Restated Merger Agreement, two merger subsidiaries will sequentially merge with LivePerson, leaving LivePerson as an indirect wholly owned subsidiary of SoundHound AI. On July 20, 2026, Bulgarian authorities granted final foreign investment clearance for the transaction.
Together with earlier approvals from Italian and Canadian regulators on June 25, 2026, German regulators on June 29, 2026, and United Kingdom regulators on July 1, 2026, this satisfies all regulatory approval conditions to closing. The Mergers remain subject to other closing conditions, including LivePerson stockholder approval.
SoundHound AI, Inc. is progressing with the planned acquisition of LivePerson, Inc. and provides revised unaudited pro forma condensed combined financial information that also reflects the earlier Interactions Corporation acquisition. The LivePerson transaction is structured as a two-step merger through two SoundHound subsidiaries, with LivePerson becoming an indirect wholly owned subsidiary.
Estimated preliminary consideration for the LivePerson Merger is $271,835 (in thousands), based primarily on issuing SoundHound common stock valued at $6.21 per share, including 37,316,495 shares for secured noteholders and additional shares and cash for other LivePerson stakeholders. On a pro forma basis as of March 31, 2026, combined assets total $1,015,644 (in thousands), liabilities are $297,431 (in thousands), and stockholders’ equity is $718,213 (in thousands), with goodwill of $274,279 (in thousands) and intangible assets of $290,036 (in thousands).
For the year ended December 31, 2025, pro forma combined revenues are $455,443 (in thousands) with a net loss of $43,723 (in thousands), or basic and diluted net loss per share of $0.10 and $0.32, respectively. For the three months ended March 31, 2026, pro forma revenues are $101,151 (in thousands) and net loss is $24,645 (in thousands), with basic and diluted net loss per share of $0.05 and $0.10.
SoundHound AI, Inc. filed an Amendment No. 2 to a Form S-4 registering shares to be issued in connection with its agreed acquisition of LivePerson, Inc. The transaction will occur as two sequential mergers: Merger Sub I into LivePerson (First Merger) and Merger Sub II into LivePerson (Second Merger).
Under the Merger Agreement, LivePerson holders (other than TASE-held shares) will receive a per-share stock consideration equal to the quotient of a defined Aggregate Consideration Amount of $42,784,532.64 divided by a SoundHound closing price that is floored at $7.00 and capped at $12.00. TASE-held LivePerson shares will receive cash computed under the agreement, with an aggregate TASE cash cap of $7.5 million. The LivePerson board unanimously recommends that stockholders approve the merger at a special meeting on August 20, 2026.
SoundHound AI, Inc. files a Form S-4/A proxy statement/prospectus for its proposed two-step acquisition of LivePerson, Inc., under an Amended and Restated Merger Agreement dated July 2, 2026. LivePerson stockholders (other than certain TASE-held shares) will receive SoundHound common stock as merger consideration, while TASE-held shares will receive cash.
The Aggregate Consideration Amount is stated as $42,784,532.64 (subject to adjustments tied to LivePerson’s cash and certain option exercise prices). The number of SoundHound shares issued per LivePerson share (the Per Share Merger Consideration) will be calculated using the Aggregate Consideration Amount divided by a SoundHound Closing Stock Price derived from a 10-day VWAP subject to a $7.00 floor and a $12.00 cap. The proxy solicits LivePerson stockholder votes to approve the Merger Agreement and related proposals at a special meeting.
SoundHound AI, Inc. entered into an Amended and Restated Merger Agreement to acquire LivePerson, Inc. through a two-step merger structure. LivePerson stockholders will receive SoundHound Class A common stock based on a share-exchange formula that uses an Aggregate Consideration Amount starting from $42,784,532.64, adjusted for LivePerson cash, note repurchases and in-the-money option exercise values, and divided by a Company Closing Stock Price bounded between $7 and $12 per share.
Most LivePerson equity awards are either cashed out at closing value, assumed into new SoundHound-based awards, or cancelled, depending on whether they are in the money and on holder status. TASE-listed LivePerson shares will instead receive cash based on a separate formula tied to the stock-based merger consideration, with total cash for these TASE shares capped at $7,500,000.
The deal remains subject to LivePerson stockholder approval, specified regulatory and stock-exchange approvals, effectiveness of a Form S-4 registration statement, completion of related notes restructuring transactions, and customary accuracy and covenant conditions. If the merger fails under certain circumstances—including an adverse recommendation change or superior proposal—LivePerson must pay SoundHound a $5,000,000 termination fee plus transaction expenses, with such expense reimbursement capped at $3,750,000 in specific notes-related failures. Both boards have approved the amended agreement, and LivePerson’s board continues to recommend stockholder approval, subject to the agreement’s terms.
SoundHound AI, Inc. Chief Operating Officer Michael Zagorsek reported an open-market sale of 64,994 shares of Class A common stock at an average price of $7.4578 per share on June 15, 2026. According to the footnote, the sale was made to satisfy tax withholding obligations related to vesting restricted stock units. After this transaction, he directly holds 1,669,497 shares of Class A common stock.
SOUNDHOUND AI, INC. Chief Technology Officer Timothy Stonehocker reported a sale of 18,802 shares of Class A Common Stock on June 15, 2026 at an average price of $7.4578 per share. According to the footnote, the sale was made to satisfy tax withholding obligations tied to vesting restricted stock units granted in 2022, 2023 and 2024. Following this transaction, Stonehocker directly holds 502,290 shares, indicating he retains a substantial equity position in the company.