Form 4: SoundHound AI CEO Executes Stock Transactions Under 10b5-1 Plan

SoundHound AI's CEO, Keyvan Mohajer, engaged in multiple stock transactions, including both acquisitions and sales, under a pre-arranged 10b5-1 trading plan.

Summary

• SoundHound AI's CEO, Keyvan Mohajer, executed several transactions involving the company's Class A Common Stock.
• These transactions occurred on December 6, 2024, and December 9, 2024, and included both the acquisition and sale of shares.
• The transactions were conducted under a Rule 10b5-1 trading plan adopted in August 2024.
• On both days, the CEO acquired 368,041 shares at $2.1777 per share and 465,394 shares at $2.1777 per share.
• On both days, the CEO sold 368,041 shares at a weighted average price of $15.0009 and 465,394 shares at a weighted average price of $15.0412.
• The sales were executed in multiple trades with prices ranging from $15.00 to $15.08 on December 6 and $15.00 to $15.23 on December 9.
• The CEO also received stock options in exchange for previous options granted in 2017, which vested immediately.

Sentiment

Score: 5

Explanation: The sentiment is neutral as the transactions are part of a pre-arranged plan. The acquisitions at a low price are positive, but the sales at a higher price could be seen as negative. Overall, the activity is expected and does not indicate a strong positive or negative outlook.

Positives

• The CEO's stock acquisitions at $2.1777 per share could be seen as a positive sign of confidence in the company's future.
• The execution of the transactions under a 10b5-1 plan provides transparency and avoids accusations of insider trading.

Negatives

• The CEO's stock sales at approximately $15 per share could be interpreted as a lack of confidence in the company's short-term growth potential.
• The large volume of shares sold by the CEO could potentially put downward pressure on the stock price.

Risks

• The CEO's stock sales could be perceived negatively by investors, potentially leading to a decrease in stock price.
• The market may react negatively to the CEO's trading activity, regardless of the pre-arranged plan.

Management Comments

• The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.

Industry Context

This type of transaction is common for executives of publicly traded companies, especially when using a pre-arranged 10b5-1 trading plan to avoid insider trading concerns. The trading activity is not unusual in the tech sector.

Comparison to Industry Standards

• The use of a 10b5-1 trading plan is a standard practice among publicly traded companies, including tech companies like SoundHound AI.
• The price range of the stock sales ($15.00 to $15.23) is within the typical trading range for a company of this size and stage.
• The volume of shares traded is not unusual for executive transactions, but the market reaction will be the key indicator of the impact.

Stakeholder Impact

• Shareholders may react to the CEO's stock sales, potentially impacting the stock price.
• Employees may be affected by any changes in stock price or company perception.

Key Dates

Keywords

SoundHound AI, SOUN, Keyvan Mohajer, stock transactions, Rule 10b5-1, insider trading, stock options, CEO, Class A Common Stock