SOUNDHOUND AI INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

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SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

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 the appropriate box):

5400 Betsy Ross Drive

Santa Clara, CA 95054

April 28, 2025

To the Stockholders of SoundHound AI, Inc.:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of SoundHound AI, Inc. (the “Company”) to be held on a virtual basis on Friday, May 23, 2025 at 7:00 a.m. Pacific Time, for the following purposes:

1. To elect Dr. Keyvan Mohajer, James Hom, Larry Marcus, Diana Sroka and Dr. Eric Ball as directors (the “Director Nominees”) to serve on the Company’s Board of Directors (the “Board”) for a one-year term that expires at the 2026 Annual Meeting of Stockholders, or until their successors are elected and qualified;

2. To ratify the appointment by the Board of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025;

3. To consider and vote upon an amendment to Section 4.1 of Article IV of the Company’s Second Amended and Restated Certificate of Incorporation to increase the number of authorized shares of Class A Common Stock, $0.0001 par value per share, from 455,000,000 to 755,000,000 (the “Authorized Share Proposal”);

4. To consider and vote upon an amendment to Section 12.1 of Article XII of the Company’s Second Amended and Restated Certificate of Incorporation regarding the waiver of corporate opportunities (the “Opportunity Waiver Limitation Proposal”);

5. To consider and vote upon an amendment to Article VIII of the Company’s Second Amended and Restated Certificate of Incorporation to provide for officer exculpation (the “Officer Exculpation Proposal”);

6. To consider and vote upon amendments to Article IV and Article X of the Company’s Second Amended and Restated Certificate of Incorporation to adjust the voting requirements for certain future amendments to the charter in accordance with recent amendments to Section 242(d) of the Delaware General Corporation Law (the “242(d) Proposal”);

7. To consider and vote upon an amendment to Section 5.2 of Article V of the Company’s Second Amended and Restated Certificate of Incorporation to remove subsection 5.2.2 relating to the ratification of contracts and acts by stockholders (the “Stockholder Ratification Proposal”); and

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE DIRECTOR NOMINEES, A VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING December 31, 2025, A VOTEFOR THE AUTHORIZED SHARE PROPOSAL, A VOTE FOR THE OPPORTUNITY WAIVER LIMITATION PROPOSAL, A VOTE FOR THE OFFICER EXCULPATION PROPOSAL, A VOTE FOR THE 242(d) PROPOSAL AND A VOTE FOR THE ELIMINATION OF THE STOCKHOLDER RATIFICATION PROPOSAL.

The Board has fixed the close of business on March 27, 2025 as the record date (the “Record Date”) for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting or any postponement or adjournment thereof. Accordingly, only stockholders of record at the close of business on the Record Date are entitled to notice of, and shall be entitled to vote at, the Annual Meeting or any postponement or adjournment thereof.

Your vote is important. You are requested to carefully read the Proxy Statement and accompanying Notice of Annual Meeting for a more complete statement of matters to be considered at the Annual Meeting.

Sincerely yours,

/s/ Keyvan Mohajer

Keyvan Mohajer

Chief Executive Officer and Director

SoundHound AI, Inc.

IMPORTANT

WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE READ THE PROXY STATEMENT AND PROMPTLY VOTE YOUR PROXY VIA THE INTERNET, BY TELEPHONE OR, IF YOU RECEIVED A PRINTED FORM OF PROXY IN THE MAIL, BY COMPLETING, DATING, SIGNING AND RETURNING THE ENCLOSED PROXY IN ORDER TO ASSURE REPRESENTATION OF YOUR SHARES AT THE ANNUAL MEETING. YOUR PROXY, GIVEN THROUGH THE RETURN OF THE PROXY CARD, MAY BE REVOKED PRIOR TO ITS EXERCISE BY FILING WITH OUR CORPORATE SECRETARY PRIOR TO THE ANNUAL MEETING A WRITTEN NOTICE OF REVOCATION OR A DULY EXECUTED PROXY BEARING A LATER DATE, OR BY ATTENDING THE ANNUAL MEETING AND VOTING.

THE PROXY STATEMENT, OUR FORM OF PROXY CARD, AND OUR ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024 ARE AVAILABLE ON THE INTERNET ATHTTPS://INVESTORS.SOUNDHOUND.COM/CORPORATE-GOVERNANCE/ANNUAL-MEETING OR AT THE SEC’S WEBSITE ATHTTP://WWW.SEC.GOV.

5400 Betsy Ross Drive

Santa Clara, CA 95054

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be held on May 23, 2025

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of SoundHound AI, Inc. (the “Company”) for use at the 2025 Annual Meeting of Stockholders of the Company and at all adjournments and postponements thereof (the “Annual Meeting”). The Annual Meeting will be held at 7:00 a.m. Pacific Time on Friday, May 23, 2025 on a virtual basis for the following purposes:

1. To elect Dr. Keyvan Mohajer, James Hom, Larry Marcus, Diana Sroka and Dr. Eric Ball as directors (the “Director Nominees”) to serve on the Board for a one-year term that expires at the 2026 Annual Meeting of Stockholders, or until their successors are elected and qualified;

2. To ratify the appointment by the Board of PricewaterhouseCoopers LLP (the “Auditor”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025;

3. To consider and vote upon an amendment to Section 4.1 of Article IV of the Company’s Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to increase the number of authorized shares of Class A Common Stock, $0.0001 par value per share, from 455,000,000 to 755,000,000 (the “Authorized Share Proposal”);

4. To consider and vote upon an amendment to Section 12.1 of Article XII of the Company’s Second Amended and Restated Certificate of Incorporation regarding the waiver of corporate opportunities (the “Opportunity Waiver Limitation Proposal”);

5. To consider and vote upon an amendment to Article VIII of the Company’s Second Amended and Restated Certificate of Incorporation to provide for officer exculpation (the “Officer Exculpation Proposal”);

6. To consider and vote upon amendments to Article IV and Article X of the Company’s Second Amended and Restated Certificate of Incorporation to adjust the voting requirements for certain future amendments to the charter in accordance with recent amendments to Section 242(d) of the Delaware General Corporation Law (the “242(d) Proposal”);

7. To consider and vote upon an amendment to Section 5.2 of Article V of the Company’s Second Amended and Restated Certificate of Incorporation to remove subsection 5.2.2 relating to the ratification of contracts and acts by stockholders (the “Stockholder Ratification Proposal”); and

The Board unanimously recommends a vote “FOR” the approval of each of the Director Nominees, a vote “FOR” the ratification of the appointment of the Auditor as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, a vote “FOR” the Authorized Share Proposal, a vote “FOR” the Opportunity Waiver Limitation Proposal, a vote “FOR” the Officer Exculpation Proposal, a vote “FOR” the242(d) Proposal, and a vote “FOR” the Stockholder Ratification Proposal.

Stockholders of record of our Class A common stock and Class B common stock at the close of business on March 27, 2025 (the “Record Date”) will be entitled to notice of, and are cordially invited to, attend the Annual Meeting and to attend any adjournment or postponement thereof. However, to ensure your representation at the Annual Meeting, please vote your proxy via the internet, by telephone, or by completing, dating, signing and returning the enclosed proxy. Whether or not you expect to attend the Annual Meeting, please read the Proxy Statement and then promptly vote your proxy in order to ensure your representation at the Annual Meeting.

You may cast your vote by visiting http://www.proxyvote.com. You may also have access to the materials for the Annual Meeting by visiting the website: https://www.soundhound.com. You will need to use the control number appearing on your proxy card to vote prior to or at the Annual Meeting.

Each share of Class A common stock entitles the holder thereof to one vote and each share of Class B common stock entitles the holder thereof to ten votes. Shares of Class A common stock and Class B common stock vote together as a single class. A complete list of stockholders of record entitled to vote at this Annual Meeting will be available for ten days before this Annual Meeting at the principal executive office of the Company for inspection by stockholders during ordinary business hours for any purpose germane to this Annual Meeting.

You are urged to review carefully the information contained in the enclosed proxy statement prior to deciding how to vote your shares. This notice and the attached proxy statement are first being disseminated to stockholders on or about April 28, 2025.

BY ORDER OF THE BOARD OF DIRECTORS,

/s/ Keyvan Mohajer

Keyvan Mohajer

Chief Executive Officer and Director

SoundHound AI, Inc.

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE DIRECTOR NOMINEES, FOR THE RATIFICATION OF THE APPOINTMENT OF THE AUDITORAS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2025, AND FOR THE AUTHORIZED SHARE PROPOSAL, A VOTE FOR THE OPPORTUNITY WAIVER LIMITATION PROPOSAL, A VOTE FOR THE OFFICER EXCULPATION PROPOSAL, A VOTE FOR THE 242(d) PROPOSAL AND A VOTE FOR THE ELIMINATION OF THE STOCKHOLDER RATIFICATION PROPOSAL.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on May 23, 2025: This proxy statement, along with our Annual Report on Form 10-K for the year ended December 31, 2024, is available at: https://investors.soundhound.com/corporate-governance/annual-meeting.