SOUNDTHINKING, INC.

Investing in our common stock involves risks, including those discussed in the section titled “Risk Factors.” These risks include, among others:

•

Our success depends on maintaining and increasing our sales, which depends on factors we cannot control, including the availability of funding to our customers.

•

Our quarterly results of operations may fluctuate significantly due to a wide range of factors, which makes our future results difficult to predict.

•

Because we generally recognize our subscription revenues ratably over the term of our contract with a customer, fluctuations in sales will not be fully reflected in our operating results until future periods.

•

We have not been profitable in the past and may not achieve or maintain profitability in the future.

•

Contracting with government entities can be complex, expensive, and time-consuming.

•

If we are unable to reach additional public safety customers, expand into new markets or cross-sell our other solutions to our existing customers, our revenues may not grow.

•

If our business does not grow as we expect, or if we fail to manage our growth effectively, our operating results and business prospects would suffer.

•

Our sales cycle can be lengthy, time-consuming and costly, and our inability to successfully complete sales could harm our business.

•

Real or perceived false positive gunshot alerts or failure or perceived failure to generate alerts for actual gunfire or missed weapon detection could adversely affect our customers and their operations, damage our brand and reputation and adversely affect our growth prospects and results of operations.

•

The nature of our business may result in undesirable press coverage or other negative publicity, which could adversely affect our growth prospects and results of operations.

•

Economic uncertainties or downturns, or political changes, could limit the availability of funds available to our existing and potential customers, which could materially and adversely affect our business.

•

Ongoing social unrest may have a material adverse effect on our business, the future magnitude or duration of which we cannot predict with accuracy.

•

The failure of our solutions to meet our customers’ expectations or of our solutions generally could, in some cases, result in injury or loss of life, and could harm our reputation, which may have a material adverse effect on our business, operating results and financial condition.

•

The nature of our business exposes us to inherent liability risks.

•

If our information technology systems or data, or those of third parties with whom we work, are or were compromised, our customers may be harmed and we could experience adverse consequences resulting from such compromise, including, but not limited to, regulatory investigations or actions; litigation or mass arbitration demands; fines and penalties; disruptions of our business operations; reputation harm; loss of revenue or profits; loss of customers or sales; and other adverse consequences.

•

We identified material weaknesses in our internal control over financial reporting as of December 31, 2025. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.

•

Failure to protect our intellectual property rights could adversely affect our business.

•

We and the third parties with whom we work are subject to stringent and evolving U.S. and foreign laws, regulations, and rules, contractual obligations, industry standards, policies and other obligations related to data privacy and security. Our (or the third parties with whom we work) actual or perceived failure to comply with such obligations could lead to regulatory investigations or actions; litigation (including class claims) and mass arbitration demands; fines and penalties; disruptions of our business operations; reputational harm; loss of revenue or profits; loss of customers or sales; and other adverse business consequences.

Part I