Form 4: SOUNDTHINKING Officer Sells Shares for Tax Obligations

A SOUNDTHINKING, INC. officer sold 345 shares of common stock to cover tax withholding obligations related to restricted stock unit vesting.

Summary

• Nasim Golzadeh, an officer of SOUNDTHINKING, INC. (SSTI) holding the titles of MD Technogic and EVP Investigative Solutions, reported a transaction.
• On August 28, 2025, Golzadeh sold 345 shares of SOUNDTHINKING, INC. common stock.
• The shares were sold at an average price of $12.5692 per share, with prices ranging from $12.54 to $12.66.
• The sale was made to cover applicable tax withholding obligations realized upon the vesting of restricted stock units, as well as related brokerage commission fees.
• Following this transaction, Nasim Golzadeh beneficially owns 93,364 shares of common stock directly.
• The transaction was made pursuant to a contract, instruction, or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), indicating it was pre-planned.

Sentiment

Score: 5

Explanation: The transaction is a routine sale of shares to cover tax obligations upon RSU vesting, which is a common and expected event in executive compensation and does not reflect a discretionary change in sentiment regarding the company's prospects.

Positives

• The transaction was executed under a Rule 10b5-1 plan, indicating a pre-planned and structured approach to managing equity compensation, which is a positive for corporate governance and transparency.
• The sale was specifically for tax withholding obligations and brokerage fees related to restricted stock unit vesting, which is a routine and non-discretionary event for executives.

Negatives

• The officer's direct beneficial ownership of common stock decreased by 345 shares as a result of the sale.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Management Comments

• The Reporting Person made a prior election to sell only the number of shares of common stock necessary to cover applicable tax withholding obligations realized upon the vesting of restricted stock units, as well as any related brokerage commission fees.

Industry Context

Insider transactions, particularly sales to cover tax obligations upon the vesting of restricted stock units, are a common and routine occurrence in the executive compensation landscape across various industries. These types of sales are typically pre-planned under Rule 10b5-1 to avoid accusations of trading on material non-public information.

Comparison to Industry Standards

• The sale of shares to cover tax liabilities upon RSU vesting is a standard practice for executives across publicly traded companies, including those in the technology and investigative solutions sectors like SOUNDTHINKING, INC. This practice is consistent with compensation structures designed to align executive interests with shareholder value while managing tax implications.
• The use of a Rule 10b5-1 plan for such transactions is also a widely adopted best practice in corporate governance, demonstrating a commitment to transparency and compliance with insider trading regulations, comparable to practices at companies like Microsoft, Apple, or Google when their executives exercise stock options or RSUs.

Stakeholder Impact

• Shareholders: Minimal direct impact as this is a small, routine, and non-discretionary sale for tax purposes, not indicative of a change in the officer's long-term view or company fundamentals.

Key Dates

Recommendation

The filing details a routine, pre-planned sale of shares by an officer to cover tax obligations associated with restricted stock unit vesting. This is a common practice and does not indicate a change in the company's fundamentals or the officer's long-term view, thus not warranting a change from a 'hold' position based solely on this filing.

Keywords

SOUNDTHINKING, SSTI, Form 4, Insider Transaction, Stock Sale, Restricted Stock Units, Tax Withholding, Officer Compensation, Nasim Golzadeh, 10b5-1 Plan