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AI brief of an SEC Form 8-K · SOUNDTHINKING, INC. (SSTI)

SoundThinking to be acquired by Transom for $8.00 per share in cash plus CVR

Positive Impact 5 of 5 m&a Written later

SoundThinking agreed on September 28, 2026 to be acquired by Transom Capital Group through a tender offer for $8.00 per share in cash plus one non-transferable contingent value right worth up to $3.00 per share. The up-front price is a 46% premium to the September 28, 2026 closing price, and holders of about 33% of the outstanding shares have already agreed to tender, so the deal would give shareholders a cash exit if completed.

Key points

  • Up-front cash of $8.00 per share, plus a CVR paying up to $3.00 per share tied to 2027 revenue milestones for ShotSpotter and SafePointe
  • Implied enterprise value of about $114 million on up-front consideration, or about $159 million with the maximum CVR payment
  • Veradace Partners (about 16%) and Gary M. Lauder and affiliates (about 17%) agreed to tender their shares; the offer requires more than 50% of outstanding shares to be tendered
  • Closing is expected in the fourth quarter of 2026; the deal has no financing condition, and shares will stop trading on Nasdaq once completed

The filing

CompanySOUNDTHINKING, INC. (SSTI)
Form8-K, current report
Filed with the SECSep 29, 2026, 7:45 AM ET
Accession number0001193125-26-406024

Items reported: 1.01 Material Definitive Agreement5.02 Director / Officer Change7.01 Regulation FD Disclosure

Read the filing on SEC.gov ↗

Written by AI on Nov 9, 2026, 10:08 AM ET, from this filing only. Written later: this filing was briefed after the fact, when past filings were added to the site, so the brief may be read with hindsight; the filing itself is the record of what was known on September 29, 2026.

Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.