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SoundThinking (SSTI) CEO receives 239,880-share RSU equity award in Form 4

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Clark Ralph A. reported acquisition or exercise transactions in this Form 4 filing.

SOUNDTHINKING, INC. President and CEO Ralph A. Clark received an equity award of 239,880 shares of Common Stock in the form of restricted stock units (RSUs). The award was granted at no cash cost to him as part of his compensation.

Each RSU represents the right to receive one share of Common Stock upon settlement. Vesting begins from a commencement date of May 31, 2026, with 1/12 of the RSUs vesting on the first Quarterly Date after that and 1/12 on each subsequent Quarterly Date (February 28, May 31, August 31, November 30), subject to his continued service under the company’s 2017 Equity Incentive Plan. Following this grant, Clark directly holds 828,518 shares of Common Stock.

Positive

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Insider Clark Ralph A.
Role President and CEO
Type Security Shares Price Value
Grant/Award Common Stock 239,880 $0.00 $0.00
Holdings After Transaction: Common Stock — 828,518 shares (Direct)
Footnotes (1)
  1. F1. Represents restricted stock units ("RSUs"). Each RSU represents the contingent right to receive one share of the Issuer's Common Stock upon settlement. 1/12 of the shares subject to the award vest on the first Quarterly Date (as defined below) that occurs following the vesting commencement date (May 31, 2026), and 1/12 of the total number of shares subject to the award vest on each Quarterly Date thereafter, subject to the recipient's Continuous Service (as defined in the Issuer's 2017 Equity Incentive Plan, as amended) through each applicable Quarterly Date. "Quarterly Date" means each of February 28, May 31, August 31, and November 30, of a given calendar year.
RSU grant size 239,880 shares Restricted stock units of Common Stock granted to CEO
Price per share $0.0000 per share Reported grant price for RSUs
Total shares after grant 828,518 shares CEO’s direct Common Stock holdings following the transaction
Vesting commencement date May 31, 2026 Start date for RSU vesting schedule
Vesting installments 1/12 per Quarterly Date RSUs vest 1/12 on each Quarterly Date, subject to service
restricted stock units ("RSUs") financial
"Represents restricted stock units ("RSUs"). Each RSU represents the contingent right to receive one share..."
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
Continuous Service financial
"subject to the recipient's Continuous Service (as defined in the Issuer's 2017 Equity Incentive Plan..."
2017 Equity Incentive Plan financial
"as defined in the Issuer's 2017 Equity Incentive Plan, as amended..."
Quarterly Date financial
""Quarterly Date" means each of February 28, May 31, August 31, and November 30..."

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What did SOUNDTHINKING (SSTI) CEO Ralph Clark report in this Form 4?
Ralph A. Clark reported receiving a grant of 239,880 restricted stock units, each representing one share of SOUNDTHINKING Common Stock. The award was granted at no cash price and increased his direct holdings to 828,518 shares, reflecting equity-based compensation.

How many SOUNDTHINKING (SSTI) RSUs were granted to the CEO?
The CEO received 239,880 restricted stock units of SOUNDTHINKING Common Stock. Each RSU represents a contingent right to one share upon settlement, subject to a multi-year vesting schedule tied to specific Quarterly Dates and his continued service with the company.

What is the vesting schedule for Ralph Clark’s SOUNDTHINKING (SSTI) RSUs?
Vesting starts from a commencement date of May 31, 2026. One-twelfth of the RSUs vests on the first Quarterly Date after that, and one-twelfth on each subsequent Quarterly Date—February 28, May 31, August 31, and November 30—assuming continued service.

Did the SOUNDTHINKING (SSTI) CEO buy shares on the open market?
No, the filing shows a grant of restricted stock units, not an open-market purchase. The transaction code is “A,” indicating a grant or award, with a reported price per share of $0.0000, typical for equity compensation rather than market buying.

How many SOUNDTHINKING (SSTI) shares does the CEO hold after this grant?
After the RSU grant, Ralph A. Clark is reported to beneficially own 828,518 shares of SOUNDTHINKING Common Stock directly. This figure reflects his position following the award and helps indicate the scale of his equity stake in the company.

What plan governs the SOUNDTHINKING (SSTI) CEO’s new RSU award?
The RSU award is governed by SOUNDTHINKING’s 2017 Equity Incentive Plan, as amended. Vesting depends on the CEO’s “Continuous Service” under this plan, meaning he must remain in qualifying service through each Quarterly Date for the corresponding RSUs to vest.
SEC Form 4
FORM 4UNITED 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 CALIFORNIA 94538
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
SOUNDTHINKING, INC. [ SSTI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President and CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/19/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock05/19/2026A239,880(1)A$0828,518D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents restricted stock units ("RSUs"). Each RSU represents the contingent right to receive one share of the Issuer's Common Stock upon settlement. 1/12 of the shares subject to the award vest on the first Quarterly Date (as defined below) that occurs following the vesting commencement date (May 31, 2026), and 1/12 of the total number of shares subject to the award vest on each Quarterly Date thereafter, subject to the recipient's Continuous Service (as defined in the Issuer's 2017 Equity Incentive Plan, as amended) through each applicable Quarterly Date. "Quarterly Date" means each of February 28, May 31, August 31, and November 30, of a given calendar year.
/s/ Ralph A. Clark05/21/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR