Every 8-K that SoundThinking, Inc. (SSTI) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow SSTI and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full SSTI filings page.
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. 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.
SoundThinking, Inc. reported the results of its 2026 Annual Meeting of Stockholders. Shareholders elected three Class III directors — Ralph A. Clark, Marc Morial, and Ruby Sharma — with each nominee receiving over 5.6 million votes in favor and substantial broker non-votes recorded.
Investors also approved, on a non-binding advisory basis, the compensation of the company’s named executive officers, with 3,778,374 votes for, 2,741,809 against, and 12,744 abstentions. In addition, shareholders ratified the appointment of Baker Tilly US, LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 9,990,264 votes for, 19,439 against, and 48,723 abstentions.
SoundThinking, Inc. reported weaker results for the first quarter of 2026. Revenue fell 15% to $24.2 million from $28.3 million, largely because Q1 2025 included about $3.5 million of catch-up revenue from delayed New York City Police Department contract renewals and $0.5 million from a Puerto Rico contract that has not been renewed.
Gross profit declined to $11.3 million, or 47% of revenue, from $16.6 million and 59% a year earlier. Net loss widened to $7.0 million, or $(0.54) per share, compared with $1.5 million, or $(0.12) per share. Adjusted EBITDA was slightly negative at $(0.1 million), down from $4.5 million. The company ended the quarter with $14.2 million in cash and $40.4 million in deferred revenue, and reaffirmed full-year 2026 revenue guidance of $109.0–$111.0 million, about 6% growth at the midpoint, along with an Adjusted EBITDA margin outlook of 16%–18% and an ARR increase from $95.4 million to about $110.0 million by early 2027.
SoundThinking, Inc. reported that Nasim Golzadeh has resigned as the company’s Managing Director, TechnoLogic and Executive Vice President, Investigative Solutions. She notified the company on March 6, 2026, and her resignation from all positions with SoundThinking and its subsidiaries will be effective March 31, 2026, to pursue an opportunity outside the public safety industry.
SoundThinking, Inc. reported fourth quarter and full year 2025 results showing modest growth but continued losses. Full year revenue rose 2% to a record $104.1 million, while fourth quarter revenue increased 6% to $24.8 million, largely from new and expanded customer subscriptions.
Profitability remained pressured. Full year GAAP net loss was $9.4 million, slightly wider than 2024, and adjusted EBITDA declined to $12.6 million, or 12% of revenue. Fourth quarter GAAP net loss improved to $2.8 million, but adjusted EBITDA fell to $1.3 million, or 5% of revenue.
For 2026, the company lowered its revenue outlook to $109.0–$111.0 million, implying about 6% growth at the midpoint, and reduced its adjusted EBITDA margin guidance to 16–18%. Annual recurring revenue was $95.4 million at the start of 2026 and is expected to reach about $110.0 million at the beginning of 2027.
SoundThinking, Inc. furnished an update on its financial results. The company announced it issued a press release covering results for the quarter ended September 30, 2025, furnished under Item 2.02 of Form 8‑K.
The press release is included as Exhibit 99.1 and, along with Item 2.02, is furnished and not deemed filed under Section 18 of the Exchange Act. The filing also lists Exhibit 104 for the cover page interactive data file.
SoundThinking, Inc. entered into a Seventh Amendment to its Credit Agreement with Umpqua Bank, extending the facility’s maturity date from October 15, 2025 to October 15, 2027 and increasing the revolving credit commitment from $25.0 million to $40.0 million. This amendment gives the company a larger committed bank line for a longer period under its existing relationship with Umpqua Bank.
SoundThinking, Inc. filed a current report to note that it has released its financial results for the quarter ended June 30, 2025. On August 12, 2025, the company issued a press release detailing these quarterly results and overall financial condition.
The press release is furnished as an exhibit to this report rather than being treated as formally filed, which limits how it is used under securities law. The report is signed by President and Chief Executive Officer Ralph A. Clark on behalf of the company.