FREMONT, Calif., Nov. 12, 2026 (GLOBE NEWSWIRE) — SoundThinking, Inc. (Nasdaq: SSTI), a leading public safety technology company, today reported financial results for the third quarter ended September 30, 2026.

Third Quarter 2026 Financial and Operational Highlights

  • Revenues of $25.0 million remained relatively flat year over year, compared to $25.1 million for the same quarter of 2025.
  • Gross profit decreased 13% to $11.9 million (48% of revenues), compared to $13.6 million (54% of revenues) for the same quarter of 2025.
  • GAAP net loss totaled $8.5 million, compared to GAAP net loss of $2.0 million for the same quarter of 2025.
  • Adjusted EBITDA1 totaled $2.2 million (9% of revenues), compared to $3.5 million (14% of revenues) for the same quarter of 2025.
  • Expanded with three existing customers.

1 See the section below titled “Non-GAAP Financial Measures” for more information about Adjusted EBITDA and its reconciliation to GAAP net (loss).

Transaction with Transom

As previously announced on September 29, 2026, SoundThinking entered into a definitive merger agreement (the “Merger Agreement”) under which certain affiliates of Transom Capital Group, LLC (“Transom”) will acquire SoundThinking through a tender offer for $8.00 per share in cash, and one non-transferable contingent value right (“CVR”) worth up to $3.00 per share, for aggregate potential consideration of up to $11.00 per share in cash. The implied enterprise value of SoundThinking based solely on the up-front cash consideration is approximately $114 million and the total enterprise value with payment of the maximum CVR payment is approximately $159 million. SoundThinking expects to close the transaction, which is referred to herein as the “Transom Transaction,” in the fourth quarter of 2026, subject to the satisfaction of customary closing conditions, including SoundThinking’s stockholders validly tendering shares of SoundThinking’s common stock representing at least a majority of the outstanding shares of SoundThinking common stock. Following closing of the Transom Transaction, SoundThinking will become a privately held company.

Third Quarter 2026 Financial Results

Revenues for the third quarter of 2026 were $25.0 million, compared to $25.1 million for the same quarter of 2025. The decrease in revenues was primarily attributable to a reduction in revenue of approximately $1.0 million resulting from the non-renewal or delays of renewals of our contracts with multiple customers, partially offset by $0.7 million in new bookings and expansions with existing customers and $0.2 million in catch-up revenue from various customers.

Gross profit for the third quarter of 2026 was $11.9 million (48% of revenues), compared to $13.6 million (54% of revenues) for the same period in 2025 reflecting lower revenue volume, including lower catch-up revenue, and an increase in information technology and facility costs.

Total operating expenses for the third quarter of 2026 were $20.1 million, compared to $15.7 million for the same period in 2025. The increase was primarily due to increased acquisition-related costs for the Transom Transaction and increased sales and marketing expenses, partially offset by decreased research and development costs related to a decrease in headcount.

Net loss for the third quarter of 2026 totaled $8.5 million or $(0.64) per basic and diluted share (based on 13.2 million basic and diluted weighted-average shares outstanding), compared to net loss of $2.0 million or $(0.16) per basic and diluted share (based on 12.8 million basic and diluted weighted-average shares outstanding) for the same period in 2025.

Adjusted EBITDA for the third quarter of 2026 totaled $2.2 million, compared to $3.5 million in the same period last year.

At quarter end, the company had $9.5 million in cash and cash equivalents, $29.2 million in accounts receivable and contract assets, net, $41.7 million in deferred revenue, $4.0 million in debt and approximately $36.0 million available on its credit facility.

Business Outlook and Earnings Conference Call

In light of the pending Transom Transaction, SoundThinking will not be providing forward-looking guidance or updates to previously issued guidance and will not host an earnings conference call or webcast for its third quarter 2026 financial results and does not expect to do so for any future quarters. Earnings materials are publicly available on SoundThinking’s Investor Relations website at https://ir.soundthinking.com/.

Non-GAAP Financial Measures

Adjusted EBITDA: Adjusted EBITDA, a non-GAAP financial measure, represents the company’s net income (loss) before interest (income) expense, income taxes, depreciation, amortization and impairment, restructuring expense, acquisition-related expenses and stock-based compensation expense. Adjusted EBITDA is a measure used by management internally to understand and evaluate the company’s core operating performance and trends across accounting periods and in connection with developing future operating plans, making strategic decisions regarding the allocation of capital and considering initiatives focused on cultivating new markets for its solutions. In particular, the exclusion of these expenses in calculating Adjusted EBITDA facilitates comparisons of the company’s operating performance on a period-to-period basis.

SoundThinking believes Adjusted EBITDA also provides useful information to investors and others in understanding and evaluating its operating results in the same manner as its management and board of directors. For example, SoundThinking adjusts EBITDA for stock-based compensation expense because such expenses often vary for reasons that are generally unrelated to financial and operational performance in a particular period. Stock-based compensation is utilized by SoundThinking to attract and retain employees with a goal of long-term retention and the alignment of employee interests with those of the company and its stockholders, rather than to address operational performance for any particular period’s financial performance measures, in particular net loss, or its other GAAP financial results.

The following table presents a reconciliation of GAAP net loss, the most directly comparable GAAP measure, to Adjusted EBITDA for each of the periods indicated (in thousands):

    Three Months Ended September 30,     Nine Months Ended September 30,  
    2026     2025     2026     2025  
    (Unaudited)     (Unaudited)  
GAAP net loss   $ (8,472 )   $ (2,044 )   $ (20,228 )   $ (6,648 )
Less:                        
Interest expense, net     11       (14 )     (17 )     18  
Income taxes     27       (158 )     89       28  
Depreciation, amortization and impairment     2,929       2,648       8,301       7,689  
Stock-based compensation expense     2,463       3,052       7,382       10,297  
Restructuring expense     123       —       658       —  
Acquisition-related expenses     5,126       —       7,080       —  
Adjusted EBITDA   $ 2,207     $ 3,484     $ 3,265     $ 11,384  


Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to, statements regarding the anticipated completion and timing of the Transom Transaction, the consideration payable in connection with the Transom Transaction and the company becoming a privately held company upon closing of the Transom Transaction. Words such as “expect,” “anticipate,” “should,” “believe,” “target,” “project,” “goals,” “estimate,” “potential,” “predict,” “may,” “will,” “could,” “intend,” or variations of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond the company’s control. The company’s actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to: the satisfaction of closing conditions to the potential transaction in the anticipated timeframe or at all; uncertainty as to how many of the company’s stockholders will tender their shares and the possibility that the potential acquisition does not close; the expected timing of the potential acquisition; the effect of the announcement of the potential acquisition on the company’s business relationships, including with partners, customers and employees; the diversion of management’s time and attention from ongoing business operations and opportunities; the company’s ability to enter into new contracts or renew its contracts with key customers and the timing of such entry or renewal; the company’s ability to successfully negotiate and execute contracts with new and existing customers in a timely manner, if at all; the company’s ability to maintain and increase sales, including sales of the company’s newer product lines and through expansion into new vertical markets; the availability of funding for the company’s customers to purchase the company’s solutions; the complexity, expense and time associated with contracting with government entities; the company’s ability to maintain and expand coverage of existing public safety customer accounts and further penetrate the public safety market; the potential effects of negative publicity; the company’s ability to sell its solutions into international and other new markets; the lengthy sales cycle for the company’s solutions; changes in federal funding available to support local law enforcement; the company’s ability to deploy and deliver its solutions; the company’s ability to maintain and enhance its brand; and the impact of global macroeconomic conditions on the company’s business, including tariffs and trade measures, as well as other risk factors included in the company’s most recent annual report on Form 10-K, quarterly report on Form 10-Q and other SEC filings. These forward-looking statements are made as of the date of this press release and are based on current expectations, estimates, forecasts and projections as well as the beliefs and assumptions of management. Except as required by law, the company undertakes no duty or obligation to update any forward-looking statements contained in this press release as a result of new information, future events or changes in its expectations.

About SoundThinking, Inc.

SoundThinking, Inc. (Nasdaq: SSTI) is a leading public safety technology company that delivers AI- and data-driven solutions for law enforcement, civic leadership, and security professionals. SoundThinking is trusted by more than 300 customers and has worked with approximately 2,100 agencies to drive more efficient, effective, and equitable public safety outcomes. The company’s SafetySmartTM platform includes ShotSpotter®, the leading acoustic gunshot detection system; CrimeTracerTM, the leading law enforcement search engine; CaseBuilderTM, a one-stop investigation management system; ResourceRouterTM, software that directs patrol and community anti-violence resources to help maximize their impact; PlateRangerTM powered by Rekor, a leading ALPR solution; Field AgentTM, an AI layer that transforms public safety data into actionable intelligence; and SafePointe®, an AI-based weapons detection system. SoundThinking has been designated a Great Place to Work® company.

Company Contact:
Alan Stewart, CFO
SoundThinking, Inc.
+1 (510) 794-3100
astewart@soundthinking.com

Investor Relations Contacts:
Ankit Hira
Solebury Strategic Communications for SoundThinking, Inc.
+1 (203) 546 0444
SSTI@soleburystrat.com

 
SoundThinking, Inc.
Condensed Consolidated Statements of Operations
(In thousands, except share and per share data)
(Unaudited)
 
    Three Months Ended September 30,     Nine Months Ended September 30,  
    2026     2025     2026     2025  
Revenues   $ 25,010     $ 25,100     $ 73,077     $ 79,338  
Costs                        
Cost of revenues     12,537       11,229       37,269       35,005  
Impairment of property and equipment     565       237       1,105       310  
Total costs     13,102       11,466       38,374       35,315  
Gross profit     11,908       13,634       34,703       44,023  
                         
Operating expenses                        
Sales and marketing     6,024       5,796       18,431       19,580  
Research and development     3,918       4,097       12,314       11,908  
General and administrative     10,033       5,797       23,000       18,738  
Restructuring expense     123       —       658       —  
Total operating expenses     20,098       15,690       54,403       50,226  
Operating loss     (8,190 )     (2,056 )     (19,700 )     (6,203 )
Other expense, net                            
Interest income (expense), net     (11 )     14       17       (18 )
Other expense, net     (244 )     (160 )     (456 )     (399 )
Total other expense, net     (255 )     (146 )     (439 )     (417 )
Loss before income taxes     (8,445 )     (2,202 )     (20,139 )     (6,620 )
Provision (benefit) for income taxes     27       (158 )     89       28  
Net loss   $ (8,472 )   $ (2,044 )   $ (20,228 )   $ (6,648 )
Net loss per share, basic and diluted   $ (0.64 )   $ (0.16 )   $ (1.55 )   $ (0.52 )
Weighted-average shares used in computing net loss per share, basic and diluted     13,187,692       12,760,595       13,024,566       12,707,463  

SoundThinking, Inc.
Condensed Consolidated Balance Sheets
(In thousands, except share and per share data)
(Unaudited)
 
    September 30,     December 31,  
    2026     2025  
Assets            
Current assets            
Cash and cash equivalents   $ 9,533     $ 15,797  
Accounts receivable and contract assets, net     29,212       28,570  
Prepaid expenses and other current assets     4,804       4,225  
Total current assets     43,549       48,592  
Property and equipment, net     16,936       18,816  
Operating lease right-of-use assets     1,883       1,904  
Goodwill     34,213       34,213  
Intangible assets, net     26,470       29,335  
Other assets     2,633       2,894  
Total assets   $ 125,684     $ 135,754  
Liabilities and Stockholders’ Equity            
Current liabilities            
Accounts payable   $ 4,207     $ 3,789  
Accrued expenses and other current liabilities     13,589       9,578  
Line of credit     4,000       4,000  
Deferred revenue, short-term     39,268       40,035  
Total current liabilities     61,064       57,402  
Deferred revenue, long-term     2,458       3,845  
Deferred tax liability     1,444       1,359  
Operating lease liabilities, net of current portion     1,188       976  
Total liabilities     66,154       63,582  
Stockholders’ equity            
Common stock: $0.005 par value; 500,000,000 shares authorized;
13,240,518 and 12,825,960 shares issued and outstanding as of
September 30, 2026 and December 31, 2025, respectively		     65       64  
Additional paid-in capital     193,737       186,115  
Accumulated deficit     (133,946 )     (113,718 )
Accumulated other comprehensive loss     (326 )     (289 )
Total stockholders’ equity     59,530       72,172  
Total liabilities and stockholders’ equity   $ 125,684     $ 135,754  


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SoundThinking, Inc.