SOUNDTHINKING, INC.

Current report

Risks Related to the Pending Merger Transaction

Current report

The pending transaction with Transom Capital Group, LLC (“Transom”) is subject to a number of conditions beyond our control. We may not complete the pending merger with Transom within the timeframe we anticipate or at all, which could have an adverse effect on our common stock price, business, results of operations and financial condition.

Current report

On September 28, 2026, we entered an Agreement and Plan of Merger (the “Merger Agreement”) with Transom Signal AcquireCo, LLC, a Delaware limited liability company (“Parent”), and Transom Signal MergerSub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Parent and Merger Sub are affiliates of Transom.

Current report

Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, on October 20, 2026, Merger Sub commenced a tender offer (the “Offer”) to purchase any and all outstanding shares of our common stock for consideration of $8.00 per share in cash, without interest (the “Closing Amount”), plus one non-transferable contingent value right (“CVR”) per share, which represents the contractual right of the holder to receive a contingent cash payment of up to $3.00 per CVR, without interest and less any applicable tax withholding, upon the achievement of certain specified revenue milestones and subject to the conditions of a contingent value rights agreement (the “CVR Agreement”) to be entered into with a rights agent selected by Parent and reasonably acceptable to us (the “Rights Agent”) (the Closing Amount plus one CVR, collectively, the “Offer Price”).

Current report

At the Effective Time (as defined in the Merger Agreement) of the merger following the successful consummation of the Offer, each share that is issued and outstanding immediately prior to the Effective Time that is not validly tendered and irrevocably accepted for payment in the Offer (other than shares (i) owned by us, Parent, any other wholly owned subsidiary of us or Parent, or Merger Sub and (ii) held by stockholders who have properly exercised and perfected appraisal rights under Section 262 of the DGCL, have not tendered their shares into the Offer and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL) will be cancelled and converted into the right to receive the Offer Price.

Current report

The completion of the transaction is subject to the conditions set forth in the Merger Agreement, including there shall have been validly tendered and not validly withdrawn shares prior to the expiration of the Offer that, together with all other shares (if any) then owned by Merger Sub or any of its affiliates (as defined in Section 251(h)(6)(a) of the DGCL), would represent at least one share more than 50% of the shares outstanding at the expiration of the Offer (the “Minimum Condition”). In addition, the obligation of Merger Sub to consummate the Offer is conditioned upon, among other things, the accuracy of our representations and warranties (subject to certain materiality exceptions), and our material compliance with our covenants under the Merger Agreement, and other customary conditions set forth in the Merger Agreement.

Current report

As a result, we cannot assure you that a transaction with Transom will be completed, or that, if completed, it will be exactly on the terms set forth in the Merger Agreement. If one or more of these conditions are not satisfied, and as a result, we do not complete the merger, we would remain liable for significant transaction costs, without realizing any benefits of the merger. Certain costs associated with the merger have already been incurred or may be payable even if the merger is not consummated.

Current report

If we do not complete the merger, the price of our common stock may decline significantly from the current market price, which reflects a market assumption that the merger will be consummated. Any of these events could have a material effect on our business, operating results and financial condition and could cause a decline in the price of our common stock. If the merger is not completed, we would remain an independent public company and could experience negative publicity and adverse reactions from stockholders, employees, customers, suppliers and other business partners. We may also be required to devote significant time and resources to litigation relating to the failure to complete the merger or to enforcement of our obligations under the Merger Agreement or related to any enforcement proceeding commenced against us to perform our obligations under the Merger Agreement. These effects could materially adversely affect our business, results of operations and financial condition.

Current report

Although we expect the merger to close in the fourth quarter of 2026, the Offer may be extended in accordance with the Merger Agreement, and the merger may be delayed or may not be completed at all. The Merger Agreement contains specified termination rights, including, subject to its terms, the right of either us or Parent to terminate the Merger Agreement, if the Offer has not been consummated by March 28, 2027. Additionally, we could be required to pay Transom a termination fee of $4.5 million if the Merger Agreement is terminated under specific circumstances described in the Merger Agreement, including certain terminations to accept a Superior Proposal as defined in the Merger Agreement, reducing cash otherwise available for our business.

Current report

Our remedies if Parent or Merger Sub fails to complete the merger are subject to the terms and limitations of the Merger Agreement and related arrangements. Although the Merger Agreement provides for specific enforcement of the parties’ obligations, following a valid termination, the maximum aggregate liability of the Parent Related Parties, as defined in the Merger Agreement, is limited to $14.25 million, including in cases involving Parent’s fraud or willful breach. The related limited guarantee covers certain monetary obligations that survive termination, subject to the same cap. These limitations could prevent us from recovering the full amount of losses we may incur if the merger is not completed.

Current report

Uncertainties associated with the Transactions (as defined below) could adversely affect our business, results of operations and financial condition.

Current report

The announcement and pendency of the merger, together with the Offer and the other transactions contemplated by the Merger Agreement, the “Transactions,” as well as any delay in their expected completion, could disrupt our business and uncertainty as to our future could adversely affect our business, results of operations and financial condition, regardless of whether the Transactions are completed. These risks and uncertainties include:

Current report

adverse effects on our relationships with customers, suppliers and other business partners, including if they seek to renegotiate existing arrangements, defer purchasing, deployment or renewal decisions, or terminate their relationships with us;

Current report

negative market sentiment regarding the Transactions and adverse effects on investor confidence in us;

Current report

diversion of significant management and employee time and resources from ongoing operations and other opportunities toward completion of the Transactions;

Current report

difficulties attracting, retaining and motivating key employees because of uncertainty about their future roles and employment following the merger;

Current report

restrictions on the conduct of our business and the possibility of forgoing business opportunities we might otherwise pursue;

Current report

transaction-related costs and expenses and the responses of competitors and other market participants to the Transactions; and

Current report

developments beyond our control, including changes in economic and market conditions, that could affect the timing or completion of the Transactions.

Current report

Any adverse effects of the pendency of the Transactions could be exacerbated by delays in completion of the transaction or termination of the Merger Agreement.

Current report

Under the Merger Agreement, until the earlier of completion of the merger and termination of the Merger Agreement, we are subject to customary restrictions on our business activities, generally requiring us to conduct our operations in the ordinary course of business consistent with past practice in all material respects and to comply with other interim operating covenants. These restrictions could prevent us from pursuing strategic business opportunities, taking actions we consider advantageous or responding effectively and timely to competitive pressures, industry developments and changes in our business. As a result, these restrictions could materially adversely affect our business, results of operations and financial condition, including if the merger is delayed or are not completed.

Current report

The Merger Agreement contains provisions that limit our ability to pursue alternatives to the merger and could discourage other acquisition proposals.

Current report

The Merger Agreement contains customary “no-shop” restrictions on our ability to solicit takeover proposals from third parties and to engage in discussions or negotiations regarding such proposals, subject to specified exceptions. Our ability to provide information to or engage with a third party, change our Board of Directors’ recommendation that stockholders accept the Offer and tender their shares, or terminate the Merger Agreement to enter into an alternative acquisition agreement is subject to the conditions set forth in the Merger Agreement, including, where applicable, Parent’s match rights. In addition, we may be required to pay Parent a termination fee of $4.5 million in specified circumstances, including certain terminations to accept a Superior Proposal (as defined in the Merger Agreement).

Current report

These provisions could discourage a third party interested in acquiring all or a significant portion of our business from considering or proposing an acquisition, even if it were prepared to offer consideration with a higher value than the consideration payable in the potential merger. The termination fee could also cause a potential acquirer to offer a lower price than it otherwise might offer. If the Merger Agreement is terminated and we seek another business combination, we may not be able to negotiate a transaction on comparable or more favorable terms.

Current report

We have incurred, and will continue to incur, direct and indirect costs as a result of the Transactions.

Current report

We have incurred, and will continue to incur, significant costs and expenses, including fees for professional services and other transaction-related costs, in connection with the Transactions. We must pay substantially all of these costs and expenses whether or not the Transactions are completed. Factors beyond our control, including delays in completing the Transactions and any related litigation, could increase the total amount of these costs or affect their timing. These expenditures reduce resources otherwise available for our operations and other opportunities and could adversely affect our business, results of operations and financial condition.

Current report

Lawsuits have been filed and demand letters have been received in connection with the transactions contemplated by the Merger Agreement, and these and any additional claims could delay or prevent its completion and result in substantial costs.

Current report

Lawsuits have been filed and we have received demand letters in connection with the transactions contemplated by the Merger Agreement. Additional lawsuits arising out of or relating to the Merger Agreement, the tender offer statement on Schedule TO in connection with the Offer filed by the purchaser or our solicitation/recommendation statement on Schedule 14D-9 in connection with the Offer filed by us may be brought against us, Parent, Merger Sub or our or their respective directors or officers, and we may receive additional demand letters. Litigation may also arise if the Merger is not completed. The outcome of these lawsuits, the claims asserted in these demand letters and any additional litigation or claims cannot be assured, and we may incur substantial costs defending against or responding to such litigation or claims even if they are without merit. If a plaintiff obtains an injunction prohibiting completion of the Merger, that injunction may delay or prevent the Merger from being completed, or from being completed within the expected timeframe, which may adversely affect our business, results of operations and financial condition.

Current report

Additionally, fees and costs incurred in defending litigation or responding to demand letters, including costs associated with the indemnification of directors and officers, and other liabilities that may be incurred in connection with such litigation or claims and other negative effects, such as diversion of resources from the Merger and ongoing business activities, negative publicity or damage to our relationships with business partners, suppliers and customers, could have an adverse effect on our business, financial condition and operating results.

Current report

If the merger is completed, holders of our common stock (other than shares of common stock held by us, Parent, any other wholly owned subsidiary of us or Parent, Merger Sub or by our stockholders who have properly exercised and perfected their statutory rights of appraisal under the DGCL), restricted stock units and certain options to purchase shares of our common stock with be entitled to receive CVRs, subject to the terms and conditions of a contingent value rights agreement (the “CVR Agreement”).

Current report

Each CVR represents a non-transferable contractual contingent right to receive a contingent cash payment of up to $3.00 per CVR, without interest, upon achievement of certain specified revenue milestones for our fiscal year commencing January 1, 2027 and ending December 31, 2027 and, for certain other specified, limited revenues, a period of 120 days thereafter (the “Milestone Period”), as follows:

Current report

if Revenue (as defined in the CVR Agreement) for our ShotSpotter and SafePointe products for the Milestone Period equals or exceeds $73,500,000 (the “Minimum Milestone”), each CVR holder will be entitled to receive $0.50 per CVR; and

Current report

for each additional $500,000 increment of Revenue for our ShotSpotter and SafePointe products above $73,500,000 up to and including $75,500,000 (each, an “Additional Milestone”), each CVR holder will be entitled to receive an additional $0.05 per CVR; and

Current report

for each additional $250,000 increment of Revenue for our ShotSpotter and SafePointe products above $75,500,000 up to and including $87,000,000, each CVR holder will be entitled to receive an additional $0.05 per CVR, such that the maximum aggregate payment will not exceed $3.00 per CVR if Revenue for our ShotSpotter and SafePointe products for the Milestone Period equals or exceeds $87,000,000.

Current report

The CVR Agreement provides that Parent will use Commercially Diligent Efforts (as defined in the CVR Agreement) to achieve the Minimum Milestone and any Additional Milestones. There can be no assurance that the Minimum Milestone or any Additional Milestone will be achieved, or that any payment will ever be made in respect of the CVRs. The CVRs will not be transferable, except in the limited circumstances specified in the CVR Agreement, will not be evidenced by a certificate or other instrument, will not have any voting or dividend rights and will not represent any equity or ownership in us, any constituent party to the Merger Agreement or any of their or our respective affiliates or subsidiaries. The CVRs will not be registered with the SEC or listed for trading on any securities exchange. No interest will accrue or be payable in respect of any of the amounts that may be payable in respect of the CVRs. Accordingly, the right of any of our stockholders to receive any future payment on or derive any value from the CVRs will be contingent solely upon the occurrence of certain events, as outlined in the CVR Agreement, and if no such events are achieved for any reason within the time periods specified in the CVR Agreement, no payments will be made under the CVRs and the CVRs will expire valueless.

Current report

During the nine months ended September 30, 2026, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act)adopted orterminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K.