UNITED STATESSECURITIES AND EXCHANGE ~~COMMISSION WASHINGTON~~COMMISSIONWASHINGTON, D.C. 20549

FORM 8-K

CURRENT ~~REPORTPursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934~~REPORT

~~Date~~Pursuant ofto ~~Report~~Section 13 or 15(~~Date~~d) of ~~earliest~~the ~~event~~Securities ~~reported):~~Exchange ~~April~~Act ~~17,~~of ~~2025~~1934

~~SoundThinking~~Date of Report (Date of earliest event reported): May 13, ~~Inc.~~2025

~~(Exact~~SoundThinking, ~~name of Registrant as Specified in Its Charter)~~Inc.

Delaware	001-38107	47-0949915
(State or Other Jurisdictionof Incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)
39300 Civic Center Dr., Suite 300
Fremont, California		94538
(Address of Principal Executive Offices)		(Zip Code)

(Exact name of Registrant as Specified in Its Charter)

Registrant’s Telephone Number, Including Area Code: 510 794-3100


Delaware	001-38107	47-0949915
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

39300 Civic Center Dr. Suite 300
Fremont, California		94538
(Address of Principal Executive Offices)		(Zip Code)

~~(Former~~Registrant’s ~~Name~~Telephone ~~or Former Address~~Number, ifIncluding ~~Changed~~Area ~~Since~~Code: ~~Last~~510 ~~Report)~~794-3100

~~Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~Name

~~☐Written~~(Former ~~communications~~Name ~~pursuant~~or toFormer ~~Rule~~Address, ~~425~~if ~~under~~Changed ~~the~~Since ~~Securities~~Last ~~Act (17 CFR 230.425~~Report)

~~☐Soliciting~~Check ~~material~~the ~~pursuant~~appropriate tobox ~~Rule~~below ~~14a~~if the Form 8-12K ~~under~~filing is intended to simultaneously satisfy the ~~Exchange~~filing ~~Act~~obligation ~~(17~~of ~~CFR~~the ~~240.14a-12)~~registrant under any of the following provisions:

☐~~Pre-commencement~~ Written communications pursuant to Rule ~~14d-2(b)~~425 under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~14d-2(b~~425))

☐~~Pre-commencement~~ Soliciting ~~communications~~material pursuant to Rule ~~13e~~14a-~~4(c)~~12 under the Exchange Act (17 CFR 240.~~13e~~14a-~~4(c~~12))

~~Securities~~☐ Pre-commencement ~~registered~~communications pursuant to ~~Section~~Rule 1214d-2(b) ofunder the Exchange Act: (17 CFR 240.14d-2(b))

Title of each class		TradingSymbol(s)		Name of each exchange on which registered
Common stock, par value $0.005 per share		SSTI		The Nasdaq Stock Market LLC

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the~~ Securities ~~Act~~registered ofpursuant ~~1933~~to ~~(§ 230.405~~Section ~~of this chapter~~12(b) ~~or Rule 12b-2~~ of the ~~Securities Exchange~~ Act ~~of 1934 (§ 240.12b-2 of this chapter).~~:

Emerging growth company ☐If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.005 per share	SSTI	The Nasdaq Stock Market LLC

~~Item~~Indicate ~~5.02~~by ~~Departure~~check mark whether the registrant is an emerging growth company as defined in Rule 405 of ~~Directors~~the orSecurities ~~Certain~~Act ~~Officers;~~of ~~Election~~1933 (§ 230.405 of ~~Directors;~~this ~~Appointment~~chapter) or Rule 12b-2 of ~~Certain~~the ~~Officers;~~Securities ~~Compensatory~~Exchange ~~Arrangements~~Act of ~~Certain~~1934 ~~Officers~~(§ 240.12b-2 of this chapter).

OnEmerging ~~April~~growth ~~17,~~company 2025, SoundThinking, Inc. (the “Company”) announced that Burton Goldfield had been appointed to the Board of Directors (the “Board”) of the Company as a Class II director. The Board also appointed Mr. Goldfield to serve as a member of the Audit Committee and the Compensation and Human Capital Committee, with the committee appointments to become effective immediately prior to the Company’s 2025 Annual Meeting of Stockholders (the “Annual Meeting”), scheduled to be held on June 4, 2025. The Board also appointed Deborah Grant, an existing member of the Board and the Chair of the Company’s Compensation and Human Capital Committee, to serve as the Company’s Board Chair, also effective immediately prior to the Annual Meeting. The Board has determined that Mr. Goldfield is an independent director under the listing standards of the Nasdaq Stock Market LLC (“Nasdaq”) and meets the additional eligibility requirements for audit committee and compensation committee members, under the rules of the Securities and Exchange Commission (“SEC”) and the Nasdaq listing standards, as applicable. ☐

~~From~~If ~~May~~an ~~2008~~emerging togrowth ~~February 2024~~company, ~~Mr.~~indicate ~~Goldfield~~by ~~served~~check asmark ~~Chief~~if ~~Executive~~the ~~Officer~~registrant ~~and~~has ~~President~~elected ofnot ~~TriNet~~to ~~Group,~~use ~~Inc. Prior~~the toextended ~~joining~~transition ~~TriNet,~~period ~~Mr.~~for ~~Goldfield~~complying ~~was~~with ~~Chief~~any ~~Executive~~new ~~Officer~~or atrevised ~~Ketera~~financial ~~Technologies,~~accounting astandards ~~SaaS~~provided ~~provider~~pursuant to ~~Fortune~~Section ~~2000 companies. Before that, Mr. Goldfield served as Senior Vice President, Worldwide Field Operations at Hyperion Solutions Corporation,~~ 13(a) ~~software company, and Vice President~~ of ~~Worldwide Sales for IBM Corporation’s multinational information technology company, Rational Software division. Mr. Goldfield currently serves on~~ the ~~board~~Exchange ~~of directors of EvoNexus, Inc~~Act. and FinancialForce. Mr. Goldfield also previously served on the board of directors of DHI Group, Inc. from December 2014 to May 2019. Mr. Goldfield holds a B.S. in Biomedical Engineering from Syracuse University and a M.B.A. from Villanova University.☐

~~Mr.~~Item ~~Goldfield will receive compensation as a non-employee director in accordance with the Company’s Non-Employee Director Compensation Policy, as filed with SEC on August 15, 2024, as Exhibit 10~~2.102 toResults ~~the~~of ~~Company’s~~Operations ~~Quarterly~~and ~~Report~~Financial ~~on Form 10-Q for the quarter ended June 30, 2024, as the same may be amended from time to time~~Condition.

InOn ~~connection~~May ~~with~~13, ~~his~~2025, ~~appointment~~SoundThinking, toInc. (the ~~Board,~~“Company”) ~~the~~issued ~~Company~~a ~~will~~press ~~enter~~release ~~into~~announcing its ~~standard~~financial ~~indemnification~~results ~~agreement~~for ~~with~~the ~~Mr.~~quarter ~~Goldfield,~~ended ~~which~~March ~~requires~~31, ~~the~~2025. The Company,’s ~~under~~press ~~the~~release ~~circumstances~~is ~~and~~furnished toas ~~the~~Exhibit ~~extent~~99.1 ~~provided~~to ~~for~~this ~~therein,~~Current toReport ~~indemnify~~on MrForm 8-K. ~~Goldfield~~The toinformation ~~the~~included ~~fullest~~in ~~extent~~Item ~~permitted~~2.02 byof ~~applicable~~this ~~law~~Current ~~against~~Report ~~certain~~on ~~expenses~~Form 8-K and ~~other~~Exhibit ~~amounts~~99.1 ~~incurred~~attached byhereto ~~him~~are asbeing afurnished ~~result~~and ofshall ~~either~~not be deemed “filed” for purposes of ~~him~~Section ~~being~~18 ~~made~~of athe ~~party~~Securities toExchange ~~certain~~Act ~~actions,~~of ~~suits~~1934, ~~investigations~~as ~~and~~amended ~~other~~(the ~~proceedings~~“Exchange byAct”), ~~reason~~or ofotherwise subject to the ~~fact~~liabilities of that hesection, isnor orshall ~~was~~it abe ~~director~~deemed ofincorporated ~~the~~by ~~Company~~reference orin aany ~~director~~filing under the Securities Act of ~~any~~1933, ~~other~~as ~~entity~~amended, ator the ~~request~~Exchange Act, regardless of ~~the~~any ~~Company~~general incorporation language in such filing.

~~Mr.~~Item ~~Goldfield was not appointed as a director pursuant to any arrangement or understanding with any person~~9. ~~There~~01 ~~are~~Financial noStatements ~~family relationships between Mr. Goldfield~~ and ~~any director or other executive officer of the Company~~Exhibits. Except as described above, Mr. Goldfield has not engaged in any transaction with the Company that would be reportable as a related party transaction under Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission, and no such transaction is currently contemplated.

(d) Exhibits ~~SIGNATURES~~

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Exhibit Number		Description

99.1		Press release dated May 13, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

	SoundThinking, Inc.
Date: April 21, 2025	By:	/s/ Ralph A. Clark
		Ralph A. Clark
		President and Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	SoundThinking, Inc.

Date: May 13, 2025	By:	/s/ Ralph A. Clark
		Ralph A. Clark
		President and Chief Executive Officer

Filing Compare · SOUNDTHINKING, INC.