SoundThinking, Inc. filings document a public safety technology business built around the SafetySmart platform and its ShotSpotter, CrimeTracer, CaseBuilder, ResourceRouter, SafePointe, and PlateRanger solutions. Current reports furnish quarterly and annual operating results, business metrics, guidance updates, and non-GAAP measures used to describe the company’s performance.
The company’s SEC record also covers proxy matters for annual stockholder meetings, director elections and governance proposals, executive officer changes, compensatory arrangements, and material financing agreements. Recent 8-K disclosures include amendments to the company’s revolving credit facility and related debt-obligation reporting, while proxy materials provide formal governance and stockholder-voting information.
SoundThinking, Inc. entered into a merger agreement providing for a tender offer for all outstanding common shares at $8.00 in cash per share, without interest and subject to applicable withholding, plus one non-transferable contingent value right per share for up to $3.00 in additional cash upon achievement of specified revenue milestones. A merger under Section 251(h) would follow; SoundThinking is expected to become a wholly owned subsidiary of Transom Signal AcquireCo, LLC, and its common stock is expected to be delisted from Nasdaq and deregistered.
Managing Director Gary M. Lauder and the other reporting persons agreed, subject to the Support Agreement, to tender 2,255,406 shares and any subsequently acquired shares, not withdraw tendered shares, and waive appraisal rights, among other restrictions. They also agreed to reinvest Offer proceeds into Holdco equity interests for contribution to Topco. The investment is intended to result in approximately 17.5% of Topco's fully diluted equity, after the entire reserved anticipated 10% incentive pool is counted, whether or not granted. The reinvestment remains subject to agreement and the Support Agreement's conditions and election rights.
As of October 2, 2026, Lauder's reported beneficial ownership, inclusive of the other reporting persons' holdings, was 2,255,406 shares, or 17.0%, based on 13,240,512 shares outstanding as of September 24, 2026.
SoundThinking, Inc. (SSTI) is the issuer named in an amended Schedule 13G jointly filed by Kopion Asset Management, LLC and Terry Ledbetter, Jr. Kopion reports beneficial ownership of 1,280,901 shares (9.7%), with shared dispositive power over that amount and zero sole or shared voting power. Terry Ledbetter, Jr. separately reports beneficial ownership of 795,187 shares (6.0%), with sole voting power and shared dispositive power over that amount.
SoundThinking, Inc. entered into a merger agreement for a tender offer by Transom Signal AcquireCo, LLC through its wholly owned subsidiary, Transom Signal MergerSub, Inc. The planned offer would provide $8.00 per common share plus one non-transferable contingent value right per share, representing a right to receive up to $3.00 if specified milestones are achieved. It is to commence no later than 15 business days after September 28, 2026, and remain open for 20 business days, subject to extension. Acceptance depends in part on valid tenders sufficient for Transom Signal AcquireCo and its affiliates to beneficially own more than 50% of outstanding common shares. If completed, SoundThinking would become a privately held subsidiary of Transom Signal AcquireCo.
The amendment reports Veradace Partners L.P. as the direct holder of 2,089,805 shares, or 15.8% of SoundThinking common stock. Veradace Capital Management LLC and its principals John Conlin and Alexander Vezendan report shared voting and dispositive power over those shares. Veradace agreed to tender its Subject Shares without withdrawal, vote against competing takeover proposals, and not transfer them, subject to exceptions. Gary M. Lauder and affiliated stockholders, reported as beneficially owning approximately 17%, separately agreed to tender and support the transaction.
SoundThinking, Inc. entered into a merger agreement under which Transom Signal AcquireCo, LLC will cause its wholly owned subsidiary, Transom Signal MergerSub, Inc., to offer to buy, with certain exceptions, all Common Stock for $8.00 per share plus one non-transferable contingent value right per share, representing a right to receive up to $3.00 upon specified milestones. The offer is to begin no later than 15 business days after September 28, 2026, and remain open for 20 business days, subject to extension. Acceptance is subject to customary conditions, including valid tenders that would give Parent and its affiliates beneficial ownership of more than 50% of outstanding shares. A merger would follow, subject to conditions, without a stockholder vote under Section 251(h).
Veradace Partners, LP, which beneficially owns approximately 15.8%, and Gary M. Lauder and certain affiliated stockholders, which beneficially own approximately 17.0%, agreed, subject to exceptions, to tender without withdrawal, vote against competing proposals and not transfer their shares. Lauder stockholders also agreed to purchase and contribute equity interests after the merger. Transom Public Fund reported 153,423 shares with shared voting and dispositive power, or 1.16% of the 13,240,512 shares outstanding as of September 24, 2026.
SoundThinking, Inc. (SSTI) is party to a merger agreement with Transom Signal MergerSub, Inc. and Transom Signal AcquireCo, LLC, dated September 28, 2026. Under the proposed transaction, Merger Sub and Parent will commence a tender offer for all outstanding SoundThinking common shares; the tender offer has not yet commenced.
SoundThinking identifies closing conditions and uncertainty about how many shares stockholders will tender among the risks to the proposed transaction’s timing or completion.
SoundThinking, Inc. (SSTI) agreed to be acquired by Transom Capital Group through a tender offer at $8.00 per share in cash plus one non-transferable CVR worth up to $3.00, for potential consideration of up to $11.00 per share. The cash offer represents a stated 46% premium to SSTI’s September 28, 2026 closing price. The tender offer has not commenced and is to begin no later than 15 business days after September 28, 2026.
Each CVR pays up to $3.00 based on specified revenue milestones, including a $0.50-per-share payment if 2027 ShotSpotter and SafePointe revenue, including certain 2027 revenue recognized in 2028, reaches at least $73.5 million; additional payments apply at higher thresholds. Eligible shares not tendered are to convert into the same consideration in a second-step merger. Closing is expected in the fourth quarter of 2026, subject to conditions including a minimum tender condition: tendered shares plus shares beneficially owned by Parent and its affiliates must exceed 50% by at least one share. The buyer’s obligations are not conditioned on financing.
Veradace Partners agreed to tender shares it beneficially owns, approximately 15.8% of outstanding common stock. Gary M. Lauder and affiliated stockholders, who beneficially own approximately 17.0%, also agreed to tender; Lauder-affiliated holders additionally agreed to reinvest in parent-company equity. If completed, SoundThinking will become privately held and SSTI shares will no longer trade on Nasdaq.
SOUNDTHINKING, INC. (SSTI) reported that Arthur Kirk, its SVP, Sales, had 1,183 shares of common stock withheld on August 31, 2026 to satisfy tax withholding obligations arising from the vesting and settlement of previously reported restricted stock units. The shares were valued at $6.44 per share for this withholding, and Kirk now directly holds 53,595 common shares. The transaction was reported as a payment of tax liability by delivering or withholding securities, and no Rule 10b5-1 trading plan is reported.
SOUNDTHINKING, INC. (SSTI) reported that officer David Jochim, SVP, Technologic and Professional Services, sold 1,162 shares of common stock on August 31, 2026 at a weighted average price of $6.0517 per share. The filing states this sale covered tax withholding obligations from vested restricted stock units, leaving him with 35,228 shares held directly. No Rule 10b5-1 trading plan is reported.
SoundThinking, Inc. reported weaker results for the quarter and six months ended June 30, 2026. Quarterly revenues were $23.9 million, down from $25.9 million, and the company recorded a net loss of $4.8 million versus $3.1 million. For the first half, revenues declined to $48.1 million from $54.2 million as prior-year catch-up revenues and customer non-renewals weighed on growth, while net loss widened to $11.8 million from $4.6 million. Gross margin compressed to 48% from 56% in the prior-year period. Cash and cash equivalents fell to $6.4 million, though SoundThinking retains $36.0 million of unused capacity on its $40.0 million revolving credit facility. Deferred revenue decreased to $36.0 million, but remaining performance obligations totaled $93.1 million, providing contracted revenue visibility. The company executed a workforce reduction of approximately 15 employees, incurring $0.5 million of restructuring expense, while continuing to invest in AI-driven product development across its SafetySmart platform.
SoundThinking, Inc. reported weaker results for the quarter ended June 30, 2026 and lowered its 2026 outlook. Second-quarter revenues decreased 8% to $23.9 million from $25.9 million, mainly due to about $2.2 million of non‑renewals or delayed renewals and $0.9 million less catch‑up revenue, partly offset by $1.1 million in new bookings and expansions.
Gross profit fell to $11.5 million, or 48% of revenue, from $13.8 million, or 53%. GAAP net loss widened to $4.8 million, or $(0.37) per share, from $3.1 million, while Adjusted EBITDA declined to $1.2 million (5% margin) from $3.4 million (13%).
The company cut its full‑year 2026 revenue guidance to $99.0–$100.0 million from $109.0–$111.0 million and reduced expected Adjusted EBITDA margin to 8%–9% from 16%–18%. It now expects ARR to grow from $95.4 million at the start of 2026 to over $100.0 million at the start of 2027, versus a prior expectation of $110.0 million. At quarter end, SoundThinking held $6.4 million in cash and cash equivalents, $36.0 million in deferred revenue, $4.0 million of debt and about $36.0 million available on its credit facility.