Form 8-K

8-K — SOUNDTHINKING, INC.

Accession: 0001193125-26-458411

Filed: 2026-11-12

Period: 2026-11-12

CIK: 0001351636

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ssti-20261112.htm (Primary)

EX-99.1 (ssti-ex99_1.htm)

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8-K

8-K (Primary)

Filename: ssti-20261112.htm · Sequence: 1

8-K

0001351636false00013516362026-11-122026-11-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 12, 2026

SoundThinking, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-38107

47-0949915

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

39300 Civic Center Dr.

Suite 300

Fremont, California

94538

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: 510 794-3100

Name

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.005 per share

SSTI

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On November 12, 2026, SoundThinking, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2026. The Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information included in Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number

Description

99.1

Press release dated November 12, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SoundThinking, Inc.

Date: November 12, 2026

By:

/s/ Ralph A. Clark

Ralph A. Clark

President and Chief Executive Officer

EX-99.1

Filename: ssti-ex99_1.htm · Sequence: 2

EX-99.1

SoundThinking, Inc. Reports Third Quarter 2026 Financial Results

FREMONT, CA – November 12, 2026 – SoundThinking, Inc. (Nasdaq: SSTI), a leading public safety technology company, today reported financial results for the third quarter ended September 30, 2026.

Third Quarter 2026 Financial and Operational Highlights

•

Revenues of $25.0 million remained relatively flat year over year, compared to $25.1 million for the same quarter of 2025.

•

Gross profit decreased 13% to $11.9 million (48% of revenues), compared to $13.6 million (54% of revenues) for the same quarter of 2025.

•

GAAP net loss totaled $8.5 million, compared to GAAP net loss of $2.0 million for the same quarter of 2025.

•

Adjusted EBITDA1 totaled $2.2 million (9% of revenues), compared to $3.5 million (14% of revenues) for the same quarter of 2025.

•

Expanded with three existing customers.

1 See the section below titled “Non-GAAP Financial Measures” for more information about Adjusted EBITDA and its reconciliation to GAAP net (loss).

Transaction with Transom

As previously announced on September 29, 2026, SoundThinking entered into a definitive merger agreement (the "Merger Agreement") under which certain affiliates of Transom Capital Group, LLC ("Transom") will acquire SoundThinking through a tender offer for $8.00 per share in cash, and one non-transferable contingent value right (“CVR”) worth up to $3.00 per share, for aggregate potential consideration of up to $11.00 per share in cash. The implied enterprise value of SoundThinking based solely on the up-front cash consideration is approximately $114 million and the total enterprise value with payment of the maximum CVR payment is approximately $159 million. SoundThinking expects to close the transaction, which is referred to herein as the “Transom Transaction,” in the fourth quarter of 2026, subject to the satisfaction of customary closing conditions, including SoundThinking’s stockholders validly tendering shares of SoundThinking’s common stock representing at least a majority of the outstanding shares of SoundThinking common stock. Following closing of the Transom Transaction, SoundThinking will become a privately held company.

Third Quarter 2026 Financial Results

Revenues for the third quarter of 2026 were $25.0 million, compared to $25.1 million for the same quarter of 2025. The decrease in revenues was primarily attributable to a reduction in revenue of approximately $1.0 million resulting from the non-renewal or delays of renewals of our contracts with multiple customers, partially offset by $0.7 million in new bookings and expansions with existing customers and $0.2 million in catch-up revenue from various customers.

Gross profit for the third quarter of 2026 was $11.9 million (48% of revenues), compared to $13.6 million (54% of revenues) for the same period in 2025 reflecting lower revenue volume, including lower catch-up revenue, and an increase in information technology and facility costs.

Total operating expenses for the third quarter of 2026 were $20.1 million, compared to $15.7 million for the same period in 2025. The increase was primarily due to increased acquisition-related costs for the Transom Transaction and increased sales and marketing expenses, partially offset by decreased research and development costs related to a decrease in headcount.

Net loss for the third quarter of 2026 totaled $8.5 million or $(0.64) per basic and diluted share (based on 13.2 million basic and diluted weighted-average shares outstanding), compared to net loss of $2.0 million or $(0.16) per basic and diluted share (based on 12.8 million basic and diluted weighted-average shares outstanding) for the same period in 2025.

Adjusted EBITDA for the third quarter of 2026 totaled $2.2 million, compared to $3.5 million in the same period last year.

At quarter end, the company had $9.5 million in cash and cash equivalents, $29.2 million in accounts receivable and contract assets, net, $41.7 million in deferred revenue, $4.0 million in debt and approximately $36.0 million available on its credit facility.

Business Outlook and Earnings Conference Call

In light of the pending Transom Transaction, SoundThinking will not be providing forward-looking guidance or updates to previously issued guidance and will not host an earnings conference call or webcast for its third quarter 2026 financial results and does not expect to do so for any future quarters. Earnings materials are publicly available on SoundThinking’s Investor Relations website at https://ir.soundthinking.com/.

Non-GAAP Financial Measures

Adjusted EBITDA: Adjusted EBITDA, a non-GAAP financial measure, represents the company’s net income (loss) before interest (income) expense, income taxes, depreciation, amortization and impairment, restructuring expense, acquisition-related expenses and stock-based compensation expense. Adjusted EBITDA is a measure used by management internally to understand and evaluate the company’s core operating performance and trends across accounting periods and in connection with developing future operating plans, making strategic decisions regarding the allocation of capital and considering initiatives focused on cultivating new markets for its solutions. In particular, the exclusion of these expenses in calculating Adjusted EBITDA facilitates comparisons of the company’s operating performance on a period-to-period basis.

SoundThinking believes Adjusted EBITDA also provides useful information to investors and others in understanding and evaluating its operating results in the same manner as its management and board of directors. For example, SoundThinking adjusts EBITDA for stock-based compensation expense because such expenses often vary for reasons that are generally unrelated to financial and operational performance in a particular period. Stock-based compensation is utilized by SoundThinking to attract and retain employees with a goal of long-term retention and the alignment of employee interests with those of the company and its stockholders, rather than to address operational performance for any particular period’s financial performance measures, in particular net loss, or its other GAAP financial results.

The following table presents a reconciliation of GAAP net loss, the most directly comparable GAAP measure, to Adjusted EBITDA for each of the periods indicated (in thousands):

Three Months Ended September 30,

Nine Months Ended September 30,

2026

2025

2026

2025

(Unaudited)

GAAP net loss

(8,472

)

(2,044

)

(20,228

)

(6,648

)

Less:

Interest expense, net

(14

)

(17

)

Income taxes

(158

)

Depreciation, amortization and impairment

2,929

2,648

8,301

7,689

Stock-based compensation expense

2,463

3,052

7,382

10,297

Restructuring expense

123

—

658

—

Acquisition-related expenses

5,126

—

7,080

—

Adjusted EBITDA

2,207

3,484

3,265

11,384

Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to, statements regarding the anticipated completion and timing of the Transom Transaction, the consideration payable in connection with the Transom Transaction and the company becoming a privately held company upon closing of the Transom Transaction. Words such as "expect," "anticipate," "should," "believe," "target," "project," "goals," "estimate," "potential," "predict," "may," "will," "could," "intend," or variations of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond the company’s control. The company’s actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to: the satisfaction of closing conditions to the potential transaction in the anticipated timeframe or at all; uncertainty as to how many of the company’s stockholders will tender their shares and the possibility that the potential acquisition does not close; the expected timing of the potential acquisition; the effect of the announcement of the potential acquisition on the company’s business relationships, including with partners, customers and employees; the diversion of management’s time and attention from ongoing business operations and opportunities; the company’s ability to enter into new contracts or renew its contracts with key customers and the timing of such entry or renewal; the company’s ability to successfully negotiate and execute contracts with new and existing customers in a timely manner, if at all; the company’s ability to maintain and increase sales, including sales of the company’s newer product lines and through expansion into new vertical markets; the availability of funding for the company’s customers to purchase the company’s solutions; the complexity, expense and time associated with contracting with government entities; the company’s ability to maintain and expand coverage of existing public safety customer accounts and further penetrate the public safety market; the potential effects of negative publicity; the company’s ability to sell its solutions into international and other new markets; the lengthy sales cycle for the company’s solutions; changes in federal funding available to support local law enforcement; the company’s ability to deploy and deliver its solutions; the company’s ability to maintain and enhance its brand; and the impact of global macroeconomic conditions on the company’s business, including tariffs and trade measures, as well as other risk factors included in the company’s most recent annual report on Form 10-K, quarterly report on Form 10-Q and other SEC filings. These forward-looking statements are made as of the date of this press release and are based on current expectations, estimates, forecasts and projections as well as the beliefs and assumptions of management. Except as required by law, the company undertakes no duty or obligation to update any forward-looking statements contained in this press release as a result of new information, future events or changes in its expectations.

About SoundThinking, Inc.

SoundThinking, Inc. (Nasdaq: SSTI) is a leading public safety technology company that delivers AI- and data-driven solutions for law enforcement, civic leadership, and security professionals. SoundThinking is trusted by more than 300 customers and has worked with approximately 2,100 agencies to drive more efficient, effective, and equitable public safety outcomes. The company’s SafetySmartTM platform includes ShotSpotter®, the leading acoustic gunshot detection system; CrimeTracerTM, the leading law enforcement search engine; CaseBuilderTM, a one-stop investigation management system; ResourceRouterTM, software that directs patrol and community anti-violence resources to help maximize their impact; PlateRangerTM powered by Rekor, a leading ALPR solution; Field AgentTM, an AI layer that transforms public safety data

into actionable intelligence; and SafePointe®, an AI-based weapons detection system. SoundThinking has been designated a Great Place to Work® company.

Company Contact:

Alan Stewart, CFO

SoundThinking, Inc.

+1 (510) 794-3100

astewart@soundthinking.com

Investor Relations Contacts:

Ankit Hira

Solebury Strategic Communications for SoundThinking, Inc.

+1 (203) 546 0444

SSTI@soleburystrat.com

SoundThinking, Inc.

Condensed Consolidated Statements of Operations

(In thousands, except share and per share data)

(Unaudited)

Three Months Ended September 30,

Nine Months Ended September 30,

2026

2025

2026

2025

Revenues

25,010

25,100

73,077

79,338

Costs

Cost of revenues

12,537

11,229

37,269

35,005

Impairment of property and equipment

565

237

1,105

310

Total costs

13,102

11,466

38,374

35,315

Gross profit

11,908

13,634

34,703

44,023

Operating expenses

Sales and marketing

6,024

5,796

18,431

19,580

Research and development

3,918

4,097

12,314

11,908

General and administrative

10,033

5,797

23,000

18,738

Restructuring expense

123

—

658

—

Total operating expenses

20,098

15,690

54,403

50,226

Operating loss

(8,190

)

(2,056

)

(19,700

)

(6,203

)

Other expense, net

Interest income (expense), net

(11

)

(18

)

Other expense, net

(244

)

(160

)

(456

)

(399

)

Total other expense, net

(255

)

(146

)

(439

)

(417

)

Loss before income taxes

(8,445

)

(2,202

)

(20,139

)

(6,620

)

Provision (benefit) for income taxes

(158

)

Net loss

(8,472

)

(2,044

)

(20,228

)

(6,648

)

Net loss per share, basic and diluted

(0.64

)

(0.16

)

(1.55

)

(0.52

)

Weighted-average shares used in computing net loss per share, basic and diluted

13,187,692

12,760,595

13,024,566

12,707,463

SoundThinking, Inc.

Condensed Consolidated Balance Sheets

(In thousands, except share and per share data)

(Unaudited)

September 30,

December 31,

2026

2025

Assets

Current assets

Cash and cash equivalents

9,533

15,797

Accounts receivable and contract assets, net

29,212

28,570

Prepaid expenses and other current assets

4,804

4,225

Total current assets

43,549

48,592

Property and equipment, net

16,936

18,816

Operating lease right-of-use assets

1,883

1,904

Goodwill

34,213

Intangible assets, net

26,470

29,335

Other assets

2,633

2,894

Total assets

125,684

135,754

Liabilities and Stockholders' Equity

Current liabilities

Accounts payable

4,207

3,789

Accrued expenses and other current liabilities

13,589

9,578

Line of credit

4,000

Deferred revenue, short-term

39,268

40,035

Total current liabilities

61,064

57,402

Deferred revenue, long-term

2,458

3,845

Deferred tax liability

1,444

1,359

Operating lease liabilities, net of current portion

1,188

976

Total liabilities

66,154

63,582

Stockholders' equity

Common stock: $0.005 par value; 500,000,000 shares authorized;

13,240,518 and 12,825,960 shares issued and outstanding as of

September 30, 2026 and December 31, 2025, respectively

Additional paid-in capital

193,737

186,115

Accumulated deficit

(133,946

)

(113,718

)

Accumulated other comprehensive loss

(326

)

(289

)

Total stockholders' equity

59,530

72,172

Total liabilities and stockholders' equity

125,684

135,754

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