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[Form 4/A] SoundThinking, Inc. Amended Insider Trading Activity

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
4/A
Rhea-AI Filing Summary

Ralph A. Clark, who serves as President, CEO and a director of SoundThinking, Inc. (SSTI), reported an amendment to prior insider transactions showing three separate open-market sales of common stock executed on September 2, 3 and 4, 2025. The amended filing reports sales of 6,371, 7,915 and 1,875 shares respectively, for a total of 16,161 shares sold. After those transactions the reporting person’s beneficial ownership is reported as 598,428, 590,513 and 588,638 shares following each sale. Per the amendment, sale prices for the trades ranged roughly from $11.47 to $11.98, with line-item price points of $11.7863, $11.8136 and $11.7951 reported. The amendment states the purpose was to correct originally reported transaction dates so they reflect the final trade-date information.

Positive
  • Amendment corrected transaction dates, improving disclosure accuracy and compliance
  • Full pricing transparency offered via stated price ranges and offer to provide per-lot details on request
  • Reporting person retains substantial ownership after sales (reported holdings remain in the high hundreds of thousands of shares)
Negative
  • Total insider sales of 16,161 shares reduced beneficial ownership to 588,638 shares following the final reported sale
  • Sales occurred over multiple days, which may prompt questions about executive liquidity despite the amendment being corrective

Insights

TL;DR Insider sales of 16,161 shares were disclosed and the filer corrected transaction dates; holdings remain substantial.

The amended Form 4 documents routine open-market dispositions by the company’s President and CEO totaling 16,161 shares across three trade dates. Prices reported and ranges provided indicate sales executed around $11.47–$11.98 per share. The filing corrects timing errors from the initial submission, which is an administrative clarification rather than new transactional activity. The reporter still retains a large position (reported holdings ~588,638 shares after the final sale), so while the sale reduces insider stake, it does not indicate full divestiture. For investors, this is material as a notice of insider liquidity but appears procedural and non-extraordinary given the retained ownership size.

TL;DR Amendment improves disclosure accuracy; multiple small-to-moderate open-market sales were correctly re-dated.

The amendment focuses on correcting trade dates to reflect final trade information, which aligns with disclosure best practices and Section 16 reporting obligations. The transaction codes show standard sales, and the explanatory footnotes provide price ranges and offer to supply per-price lot details on request, supporting transparency. From a governance perspective, timely and accurate Form 4 amendments reduce compliance risk, though repeated insider sales can prompt shareholder questions about executive share liquidity and alignment. The filing itself does not show any derivative transactions or shifts in control.

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).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Clark Ralph A.

(Last) (First) (Middle)
C/O SOUNDTHINKING INC.,
39300 CIVIC CENTER DRIVE

(Street)
FREMONT CA 94538

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SOUNDTHINKING, INC. [ SSTI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
09/04/2025
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
Common Stock 09/02/2025 S 6,371(1) D $11.7863(2) 598,428 D
Common Stock 09/03/2025 S 7,915(1) D $11.8136(3) 590,513 D
Common Stock 09/04/2025 S 1,875(1) D $11.7951(4) 588,638 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. This amendment corrects the transaction dates, which were originally reported as all occurring on September 2, 2025. The sales are now properly reported as occurring on September 2, 3, and 4, 2025, based on final trade date information received after the original filing.
2. The shares were sold at prices ranging from $11.47 to $11.88. The Reporting Person will provide on request to the SEC, the issuer or the security holder of the issuer, full information regarding the number of shares sold at each separate price.
3. The shares were sold at prices ranging from $11.76 to $11.98. The Reporting Person will provide on request to the SEC, the issuer or the security holder of the issuer, full information regarding the number of shares sold at each separate price.
4. The shares were sold at prices ranging from $11.77 to $11.98. The Reporting Person will provide on request to the SEC, the issuer or the security holder of the issuer, full information regarding the number of shares sold at each separate price.
/s/ Ralph A. Clark 09/11/2025
** 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

How many shares did Ralph A. Clark sell according to the amended Form 4 for SSTI?

The amendment reports sales of 6,371, 7,915 and 1,875 shares on September 2, 3 and 4, 2025 respectively, totaling 16,161 shares.

What were the reported prices for the SSTI shares sold by the CEO?

Line-item prices reported are $11.7863, $11.8136 and $11.7951, and the amendment states sale prices ranged approximately from $11.47 to $11.98.

Why was an amendment filed for this Form 4 (SSTI)?

The amendment corrects the transaction dates, which were originally all reported as September 2, 2025; final trade-date information shows sales occurred on September 2, 3 and 4, 2025.

How many shares did the reporting person own after the reported transactions?

Beneficial ownership is reported as 598,428, 590,513 and 588,638 shares following each of the three sales.

What position does Ralph A. Clark hold at SoundThinking (SSTI)?

The filing lists Ralph A. Clark as a Director and as an Officer with the title President and CEO.
SoundThinking Inc

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119.60M
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Software - Application
Services-prepackaged Software
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United States
FREMONT