Transom Capital launches $8 tender offer for SoundThinking shares

Transom Capital Group has commenced a tender offer to acquire all issued and outstanding shares of SoundThinking, Inc. (Nasdaq: SSTI) at $8.00 per share in cash, plus one contingent value right (CVR) per share that could yield an additional $3.00 per share upon the achievement of certain revenue milestones.

The offer represents a 46% premium to SoundThinking's closing share price on September 28, 2026, the last trading day before the merger agreement was announced. The tender offer is set to expire at one minute after 11:59 p.m. New York City time on November 17, 2026, unless extended or terminated.

SoundThinking's board of directors unanimously recommended that stockholders tender their shares. The board cited the certainty of the $8.00 cash payment, the potential additional value through the CVR, and the transaction timing as factors in its recommendation.

Completion of the tender offer requires that shares validly tendered represent more than 50% of outstanding shares. Following a successful tender offer, Transom will acquire any remaining shares through a second-step merger at the same consideration.

Transom filed a tender offer statement on Schedule TO with the U.S. Securities and Exchange Commission on October 20, 2026. SoundThinking separately filed a Solicitation/Recommendation Statement on Schedule 14D-9. D.F. King & Co., Inc. is serving as information agent, and Equiniti Trust Company, LLC is acting as depositary and paying agent.

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