{"filing":{"accession_number":"0001193125-26-406024","cik":"0001351636","ticker":"SSTI","company_name":"SOUNDTHINKING, INC.","form":"8-K","filing_date":"2026-09-29","report_date":"2026-09-28","primary_document":"d107296d8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1351636/000119312526406024/d107296d8k.htm"},"events":[{"id":35597,"run_id":32796,"accession_number":"0001193125-26-406024","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"summary":"SoundThinking entered into a definitive Agreement and Plan of Merger with Transom Capital Group on September 28, 2026, providing for a tender offer at $8.00 per share in cash plus contingent value rights worth up to $3.00 per share, representing a 46% premium to the closing price and an implied enterprise value of approximately $114–159 million. The transaction is unanimously approved by the Board, with shareholders owning ~33% already committed to tender, and is expected to close in Q4 2026.","company_name":"SOUNDTHINKING, INC.","ticker":"SSTI","filing_date":"2026-09-29","form":"8-K","submitted_at":null,"items":[{"id":39701,"accession_number":"0001193125-26-406024","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"SoundThinking entered into a definitive Agreement and Plan of Merger with Transom Capital Group on September 28, 2026, providing for a tender offer at $8.00 per share in cash plus contingent value rights worth up to $3.00 per share, representing a 46% premium to the closing price. This is a material acquisition/change of control transaction that will result in SoundThinking becoming a privately held subsidiary of Transom, clearly meeting the definition of ma_activity under Item 1.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-29T11:46:43.394005+00:00","company_name":"","ticker":null,"filing_date":""},{"id":39703,"accession_number":"0001193125-26-406024","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"The filing announces SoundThinking's entry into a definitive merger agreement with Transom Capital Group for acquisition at $8.00 per share in cash plus contingent value rights worth up to $3.00 per share. This represents a material change of control transaction with a 46% premium to the prior closing price and an implied enterprise value of approximately $114–159 million. The transaction is unanimously approved by the Board and expected to close in Q4 2026, with shareholders owning ~33% already committed to tender.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-29T11:46:43.394005+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":35598,"run_id":32796,"accession_number":"0001193125-26-406024","anchor_item_number":"5.02","event_type":"exec_compensation","event_domain":"governance","is_material":true,"confidence":0.92,"summary":"The Compensation Committee approved compensatory arrangements for named executives Ralph A. Clark (CEO) and Alan R. Stewart (CFO) in connection with the Merger, including transaction bonuses ($525,000 and $200,000 respectively) and amended severance benefits comprising 12-month base salary, COBRA reimbursement, pro-rated bonus, and equity acceleration.","company_name":"SOUNDTHINKING, INC.","ticker":"SSTI","filing_date":"2026-09-29","form":"8-K","submitted_at":null,"items":[{"id":39702,"accession_number":"0001193125-26-406024","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","event_type":"exec_compensation","event_domain":"governance","is_material":true,"confidence":0.92,"reasoning":"The Item 5.02 disclosure centers on compensatory arrangements approved by the Compensation Committee for named executives Ralph A. Clark (CEO) and Alan R. Stewart (CFO) in connection with the Merger. The primary focus is on transaction bonuses ($525,000 and $200,000 respectively) and amended severance benefits (12-month base salary, COBRA reimbursement, pro-rated bonus, and equity acceleration). While the filing also announces the merger itself, the Item 5.02 section is specifically structured around executive compensation modifications, making this the most salient event within this Item.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-29T11:46:43.394005+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":39701,"accession_number":"0001193125-26-406024","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"SoundThinking entered into a definitive Agreement and Plan of Merger with Transom Capital Group on September 28, 2026, providing for a tender offer at $8.00 per share in cash plus contingent value rights worth up to $3.00 per share, representing a 46% premium to the closing price. This is a material acquisition/change of control transaction that will result in SoundThinking becoming a privately held subsidiary of Transom, clearly meeting the definition of ma_activity under Item 1.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-29T11:46:43.394005+00:00","company_name":"SOUNDTHINKING, INC.","ticker":"SSTI","filing_date":"2026-09-29"},{"id":39702,"accession_number":"0001193125-26-406024","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","event_type":"exec_compensation","event_domain":"governance","is_material":true,"confidence":0.92,"reasoning":"The Item 5.02 disclosure centers on compensatory arrangements approved by the Compensation Committee for named executives Ralph A. Clark (CEO) and Alan R. Stewart (CFO) in connection with the Merger. The primary focus is on transaction bonuses ($525,000 and $200,000 respectively) and amended severance benefits (12-month base salary, COBRA reimbursement, pro-rated bonus, and equity acceleration). While the filing also announces the merger itself, the Item 5.02 section is specifically structured around executive compensation modifications, making this the most salient event within this Item.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-29T11:46:43.394005+00:00","company_name":"SOUNDTHINKING, INC.","ticker":"SSTI","filing_date":"2026-09-29"},{"id":39703,"accession_number":"0001193125-26-406024","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"The filing announces SoundThinking's entry into a definitive merger agreement with Transom Capital Group for acquisition at $8.00 per share in cash plus contingent value rights worth up to $3.00 per share. This represents a material change of control transaction with a 46% premium to the prior closing price and an implied enterprise value of approximately $114–159 million. The transaction is unanimously approved by the Board and expected to close in Q4 2026, with shareholders owning ~33% already committed to tender.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-29T11:46:43.394005+00:00","company_name":"SOUNDTHINKING, INC.","ticker":"SSTI","filing_date":"2026-09-29"}]}