SoundThinking to be taken private by Transom Capital at $8.00/share cash plus CVR worth up to $3.00

SOUNDTHINKING, INC.

Tender offer at $8.00 per share in cash plus one non-transferable CVR worth up to $3.00 per share; merger expected to close in Q4 2026.
CVR pays $0.50 if 2027 ShotSpotter and SafePointe revenue reaches $73.5M, then $0.05 per $250K-$500K increment up to $87M for the full $3.00.
Veradace Partners (~15.8% holder) signed a tender and support agreement; Gary M. Lauder and affiliates (~17.0%) will tender and roll equity into Transom Signal Topco.
Transom Capital Fund IV committed up to $120,630,251 in equity financing; Company termination fee is $4.5M and parent liability is capped at $14.25M.
CEO Ralph A. Clark receives a $525,000 transaction bonus and CFO Alan R. Stewart $200,000, payable at closing subject to continued employment.

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