SOUNDTHINKING INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

April 24, 2025

Dear Stockholder:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders of SoundThinking, Inc. The meeting will be held virtually, via a live audio webcast at www.meetnow.global/MXTQUMZ on Wednesday, June 4, 2025 at 9:00 a.m., Pacific Time (the “Annual Meeting”). The attached Notice of Annual Meeting of Stockholders and Proxy Statement describe the formal business to be transacted at the meeting.

We believe that a virtual meeting provides expanded stockholder access and participation and improved communications, while affording stockholders the same rights as if the meeting were held in person, including the ability to vote shares electronically and ask questions during the meeting in accordance with our rules of conduct for the meeting. We encourage you to attend online and participate. We recommend that you log in a few minutes before 9:00 a.m., Pacific Time, on June 4, 2025 to ensure you are logged in when the Annual Meeting starts.

You may vote your shares by proxy or online at the Annual Meeting. The Annual Meeting is being held so that stockholders may vote on the election of the two Class II directors, the approval, on an advisory basis, of the compensation of our named executive officers, the ratification of the appointment of Baker Tilly US, LLP as our independent registered public accounting firm for the year ending December 31, 2025, and any other business properly brought before the meeting. Please see the enclosed Notice of Annual Meeting and Proxy Statement for information on how to vote your shares.

The Board of Directors unanimously recommends a vote FOR each of its nominees for Class II director, FOR the advisory approval of compensation of our named executive officers, as disclosed in the enclosed Proxy Statement and FOR the ratification of our independent registered public accounting firm.

On behalf of our Board of Directors, officers and employees, I would like to take this opportunity to thank you for your continued support. We look forward to your attendance at the Annual Meeting.

Sincerely,

Ralph A. Clark

President and Chief Executive Officer

39300 Civic Center Dr., Suite 300

Fremont, CA 94538

www.soundthinking.com

+1 888 274 6877 toll free

39300 Civic Center Dr., Suite 300

Fremont, CA 94538

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of SoundThinking, Inc. (the “Company”). The meeting will be held virtually via a live audio webcast at www.meetnow.global/MXTQUMZ, on Wednesday, June 4, 2025 at 9:00 a.m., Pacific Time. We believe that a virtual meeting provides expanded stockholder access and participation and improved communications, while affording stockholders the same rights as if the meeting were held in person, including the ability to vote shares electronically and ask questions during the meeting in accordance with our rules of conduct for the meeting. We encourage you to attend online and participate. Stockholders attending the virtual meeting will be afforded the same rights and opportunities to participate as they would at anin-person meeting.

The Annual Meeting will be held for the following purposes and to conduct any other business properly brought before the Annual Meeting:

These proposals are more fully described in the Proxy Statement following this Notice.

The Board of Directors recommends that you vote (i) FOR the election of both nominees to serve as Class II directors of the Company, (ii) FOR thenon-binding advisory approval of executive compensation and (iii) FOR the ratification of the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025.

In accordance with rules established by the Securities and Exchange Commission, we are providing you access to our proxy materials over the Internet. Accordingly, we plan to mail a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders on or about April 24, 2025. The Notice will describe how to access and review our proxy materials, including our Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2024. The Notice will also describe how you may submit your proxy on the Internet or by telephone. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice. We encourage stockholders to take advantage of the availability of the proxy materials by the Internet to help reduce the environmental impact and cost of the Annual Meeting.

The Board of Directors has fixed the close of business on April 10, 2025 as the record date for the determination of the stockholders entitled to notice of, and to vote at, the Annual Meeting. Accordingly, only stockholders of record at the close of business on that date will be entitled to vote at the Annual Meeting. A list of stockholders entitled to vote will be available for inspection during normal business hours for 10 days ending the day prior to the Annual Meeting at our address above. A complete list of such stockholders will also be available for examination by any stockholder for a period of 10 days ending the day prior to the Annual Meeting for any purpose germane to the Annual Meeting by contacting stockholders@soundthinking.com.

All stockholders are cordially invited to attend the Annual Meeting. Whether or not you plan to attend the Annual Meeting, please vote as soon as possible.

By Order of the Board of Directors,

Alan R. Stewart

Secretary and Chief Financial Officer

April 24, 2025

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on June 4, 2025 at 9:00 a.m. Pacific Time via a live audio webcast at www.meetnow.global/MXTQUMZ.

The Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2024

are available at www.edocumentview.com/SSTI.

YOUR VOTE IS IMPORTANT

You are cordially invited to attend the Annual Meeting, which will be held via a live audio webcast. Whether or not you expect to attend the Annual Meeting, please cast your vote as promptly as possible in order to ensure your representation at the meeting. If you are a stockholder of record, please vote by the internet or by telephone, or, if you elect to receive a paper proxy card by mail, by completing, dating, signing and returning the proxy mailed to you. Submitting your vote via the internet or by telephone or proxy card will not affect your right to vote online if you decide to attend the Annual Meeting. If your shares are held in street name (held for your account by a broker, bank, or other nominee), you will receive instructions from your nominee explaining how to vote your shares, and you will have the option to cast your vote by telephone or over the internet if your voting instructions from your nominee include instructions for doing so. Even if you have voted by proxy, you may still vote online if you attend the virtual meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that record holder.

TABLE OF CONTENTS

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SOUNDTHINKING, INC.

PROXY STATEMENT

FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON

WEDNESDAY, JUNE 4, 2025 AT 9:00 A.M. PACIFIC TIME