Form 4: SoundHound AI VP Plans Stock Sales for Tax, 10b5-1

SoundHound AI's VP of Engineering, Majid Emami, reported planned sales of Class A Common Stock in September 2025 to cover tax obligations and under a pre-arranged trading plan.

Summary

• Majid Emami, VP of Engineering and a 10% owner of SoundHound AI, Inc. (SOUN), reported planned sales of Class A Common Stock.
• On September 22, 2025, Emami plans to sell 42,119 shares at a price of $16.0016 per share. This sale is intended to satisfy tax withholding obligations related to the vesting of restricted stock units (RSUs) granted between August 2022 and July 2025.
• On September 24, 2025, Emami plans to sell an additional 36,185 shares at a weighted-average price of $17.8599 per share. This transaction is pursuant to a Rule 10b5-1 trading plan adopted in March 2025.
• Following these planned transactions, Emami's direct beneficial ownership will be 649,353 shares of Class A Common Stock.

Sentiment

Score: 5

Explanation: The filing details planned insider stock sales for tax withholding and a pre-arranged 10b5-1 trading plan, which are routine compliance events and do not inherently signal a significant positive or negative shift in the company's fundamental outlook.

Positives

• The planned sales are for specific, non-discretionary reasons (tax withholding, pre-arranged 10b5-1 plan), which typically reduces negative market perception compared to opportunistic selling.
• The Rule 10b5-1 plan was adopted in March 2025, indicating a pre-scheduled and compliant approach to managing equity.

Negatives

• The planned reduction in insider ownership, even for routine reasons, can sometimes be viewed with slight caution by investors.
• The sales occur at relatively high prices ($16.0016 and $17.8599), which could be interpreted as the insider taking advantage of current valuation.

Risks

• The planned reduction in insider ownership, even for routine reasons, could be perceived negatively by some investors, potentially leading to questions about management's long-term confidence in the stock.

Future Outlook

The filing indicates planned future stock sales by a key executive under a Rule 10b5-1 trading plan adopted in March 2025, and to cover tax obligations from RSU vesting. These are pre-scheduled transactions.

Management Comments

• "The sale reported herein was made to satisfy tax withholding obligations in connection with the vesting of shares of restricted stock units granted to the reporting person on August 4, 2022, September 7, 2022, August 3, 2023, August 1, 2024 and July 31, 2025."
• "This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person in March 2025."
• "This transaction was executed in multiple trades during the day at prices ranging from $17.43 to $18.20. The weighted-average price is reported above. 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 Form 4 filing is a routine compliance disclosure for insider transactions and does not provide information relevant to broader industry trends or competitive analysis.

Comparison to Industry Standards

• Not applicable as this is an insider transaction report, not a performance or strategic announcement.

Corporate Governance

Stakeholder Impact

• Shareholders: A minor reduction in insider ownership is planned, but the stated reasons for the sales (tax obligations and a pre-arranged 10b5-1 plan) mitigate concerns about management's long-term confidence in the company.

Next Steps

• The planned sales of Class A Common Stock are scheduled for September 22, 2025, and September 24, 2025.
• The reporting person undertakes to provide full information regarding the number of shares and prices of the transactions upon request.

Key Dates

Recommendation

The filing details routine, pre-scheduled insider stock sales by a VP for tax withholding and a Rule 10b5-1 plan. These transactions are not discretionary and do not reflect a change in the company's operational performance or strategic direction. Therefore, a 'hold' recommendation is appropriate as this filing does not provide new fundamental information to alter an investment thesis.

Keywords

SoundHound AI, SOUN, Insider Trading, Form 4, Stock Sale, Majid Emami, 10b5-1 Plan, Restricted Stock Units, Tax Withholding