What changed in this filing

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Item 9A. Controls and Procedures

2026-03-02 compared with 2025-03-11 · 871 added, 46 removed, 132 unchanged (87% of the section changed)

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A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements may not be prevented or detected on a timely basis.

The Company did not maintain an effective control environment as it lacked sufficient oversight of activities related to its internal control over financial reporting due to a lack of appropriate level of experience and training commensurate with its financial reporting requirements.

Further, due to rapid business growth, changes to existing controls or the implementation of new controls have not been sufficient to respond to changes to the risks of material misstatement to financial reporting, which resulted in the Company, including the SYNQ3 and Amelia entities which were acquired during 2024, not designing and maintaining effective controls related to substantially all accounts and disclosures.

The Company did not maintain an effective control environment as it lacked sufficient oversight of activities related to its internal control over financial reporting due to a lack of an appropriate level of experience and training commensurate with its financial reporting requirements.

Further, due to rapid business growth, changes to existing controls or the implementation of new controls have not been sufficient to respond to changes to the risks of material misstatement to financial reporting, which resulted in the Company not designing and maintaining effective controls related to substantially all accounts and disclosures.

These material weaknesses contributed to the following additional material weaknesses as of December 31, 2025:

• The Company did not design and maintain effective controls related to the identification of and accounting for certain non-routine, unusual or complex transactions, including the accounting for complex financing transactions and acquisitions.

• The Company did not design and maintain effective controls to verify appropriate segregation of duties, including assessment of incompatible duties, identification of instances where incompatible duties were assigned to an individual, and addressing conflicts on a timely basis.

The material weaknesses related to the control environment, risk assessment and the accounting for certain non-routine, unusual or complex transactions resulted in the revision of the consolidated financial statements as of and for the periods ended September 30, 2022, December 31, 2022, March 31, 2023, June 30, 2023, and immaterial errors in various accounts during the interim and annual periods during 2023, 2024 and 2025.

The material weakness related to segregation of duties did not result in a misstatement to our annual or interim consolidated financial statements.

Additionally, the material weaknesses could result in misstatements to substantially all of our accounts and disclosures that would result in a material misstatement of the annual or interim consolidated financial statements that would not be prevented or detected.

Because of these material weaknesses, management concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2025.

We excluded Interactions Corporation from our assessment of internal control over financial reporting as of December 31, 2025, because it was acquired by the Company in a purchase business combination during the third quarter of 2025.

The total assets and total revenues of Interactions Corporation, which is a wholly-owned subsidiary, excluded from management's assessment represent approximately 5% and 14%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2025.

The effectiveness of our internal control over financial reporting as of December 31, 2025, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears under Item 8.

Management's Plan to Remediate the Material Weaknesses

The following remediation actions are currently being implemented and are in process:

• Conducting an updated annual Segregation of Duties assessment identifying key conflicts and mitigating controls.

• Designing and implementing controls related to the review and approval of complex or unusual transactions.

• Designing and implementing new control activities and enhancing existing control activities across business processes.

The following remediation actions were completed during the quarter ended December 31, 2025:

• Implemented a Segregation of Duties automated tool for our Enterprise Resource Planning (ERP) system.

• Completed a risk assessment that includes the identification and walkthrough of key business processes.

• Designed and implemented new control activities and enhanced the design of existing control activities related to the revenue and financial reporting processes.

The material weaknesses will not be considered remediated until management completes the design and implementation of the necessary controls, the controls operate for a sufficient period of time, and management has concluded, through testing, that the enhanced controls are operating effectively.

Remediation of Previously Identified Material Weaknesses

As previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024, and in the subsequent quarterly reports on Form 10-Q for 2025, management concluded the following material weaknesses existed in the Company’s internal control over financial reporting:

• The Company did not design and maintain effective controls over certain information technology (IT) general controls over information systems that are relevant to the preparation of the Company’s financial statements.

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and (iii) computer operations controls to ensure that processing and transfer of data, and data backups and recovery are monitored.

The material weaknesses related to the control environment, risk assessment and the accounting for certain non-routine, unusual or complex transactions resulted in the revision of the consolidated financial statements as of and for the periods ended September 30, 2022, December 31, 2022, March 31, 2023, June 30, 2023, immaterial errors related to SYNQ3 and Amelia acquisitions during the year ended December 31, 2024 and immaterial errors in various accounts during the interim and annual periods during 2023 and 2024.

The material weaknesses related to segregation of duties and IT general controls did not result in a misstatement to our annual or interim consolidated financial statements.

Because of these material weaknesses, management concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2024.

The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears under Item 8.

Management's Plan to Remediate the Material Weaknesses

The following remediation actions are currently being implemented and are in progress:

• Engaged a third party to perform a risk assessment that includes the identification and walkthrough of key business processes and conducting design and operational control testing to address key risks.

• Completed a segregation of duties assessment identifying key conflicts and mitigating controls.

• Initiated the design and implementation of a Segregation of Duties automated tool for our Enterprise Resource Planning (ERP) system.

Additionally, we have initiated the design and implementation of similar controls for the remaining financially relevant applications.

Improvements have been implemented in tool utilization to strengthen the segregation of duties.

• Initiated the design and implementation of controls related to the review of Service Organization Control reports, which cover program change management and computer operations for many of the applications that we rely on for financial reporting.

• Developed policies and procedures for the quarterly user access review of all users with access to the financially relevant systems and then implemented the quarterly user access review for one design cycle.

• Initiated the design and implementation of the controls related to review and approval of complex financing transactions.

• Completed the implementation of an automated month and quarter-end accounting close workflow tool to facilitate the review and support of key financial close process controls.

As it specifically relates to the fourth quarter of 2024, the following actions were taken:

• Hired additional personnel with expertise in risk assessment and internal controls.

• Initiated the implementation of technological enhancements including the consolidation of disparate ERP systems.

• Elevated internal compliance processes.

The material weaknesses will not be considered remediated until management completes the design and implementation of the measures described above, the controls operate for a sufficient period of time, and management has concluded, through testing, that the controls are effective.

• The Company did not design and maintain effective controls related to the accounting for acquisitions.

The Company’s actions and measures designed to remediate the control deficiencies that led to the material weaknesses included:

• Redesigned and enhanced existing controls related to IT general controls.

• Redesigned and enhanced existing controls related to the accounting for acquisitions.

Management has completed its evaluation of the design and operating effectiveness of the redesigned and enhanced control activities and determined that, as of December 31, 2025, these control activities have been appropriately designed and implemented, and have operated effectively for a sufficient period of time to conclude that these previously identified material weaknesses have been remediated.

Changes in Internal Control over Financial Reporting

As noted above, there were changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the quarterly period ended December 31, 2024 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

As noted above under Management’s Plan to Remediate the Material Weaknesses, there were changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the quarterly period ended December 31, 2025 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Other Information

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Mohajer's 14,139,064 shares of Class B Common Stock and up to 931,899 shares of Class A Common Stock issuable upon vesting and settlement of certain RSUs and PSUs, provided that certain conditions are met.

• Eric Ball , Director , adopted a new trading plan on December 20, 2024 (with the first trade under the new plan not to be made prior to March 21, 2025).

The trading plan will be effective until December 31, 2025 and provides for the sale of up to 150,000 shares of Class A common stock, provided that certain conditions are met.

• Nitesh Sharan , Chief Financial Officer , adopted a new trading plan on December 13, 2024 (with the first trade under the new plan not to be made prior to March 14, 2025).

• Nitesh Sharan , Chief Financial Officer , adopted a new trading plan on November 20, 2025 (with the first trade under the new plan not to be made prior to March 2, 2026).

The trading plan will be effective until December 31, 2026 and provides for the sale of up to 120,000 shares of Class A Common Stock issuable upon exercise of outstanding options and up to 140,754 shares of Class A Common Stock, provided that certain conditions are met.

• Timothy Stonehocker , Chief Technology Officer , adopted a new trading plan on December 23, 2024 (with the first trade under the new plan not to be made prior to March 24, 2025).

The trading plan will be effective until February 15, 2026 and provides for the sale of up to 395,737 shares of Class A common stock issuable upon vesting and settlement of certain RSUs, provided that certain conditions are met.

Hom , Chief Product Officer and Director , adopted a new trading plan on November 19, 2025 (with the first trade under the new plan not to be made prior to April 1, 2026).

The trading plan will be effective until June 30, 2026 and provides for the sale of up to 750,000 shares of Mr.

Hom's 1,812,588 shares of Class B common stock, up to 3,815 shares of Class A common stock, and up to 29,534 shares of Class A common stock issuable upon vesting and settlement of certain RSUs, provided that certain conditions are met.

Hom's 1,812,588 shares of Class B Common Stock, up to 239,932 shares of Class A Common Stock issuable upon vesting and settlement of certain RSUs, provided that certain conditions are met.

There were no “non-Rule 10b5-1 trading arrangements” (as defined in Item 408 of Regulation S-K of the Exchange Act) adopted , modified or terminated during the fiscal quarter ended December 31, 2025 by our directors and Section 16 officers.

Each of the Rule 10b5-1 trading arrangements are in accordance with our Insider Trading Policy and actual sale transactions made pursuant to such trading arrangements will be disclosed publicly in Section 16 filings with the SEC in accordance with applicable securities laws, rules and regulations.

Additional Information

The Company’s 2026 Annual Meeting of Stockholders will be held on May 22, 2026.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

The information required by Part III is omitted from this Annual Report in that we will file a definitive proxy statement pursuant to Regulation 14A with respect to our 2025 Annual Meeting (the "Proxy Statement") no later than 120 days after the end of the fiscal year covered by this Annual Report, and certain information included therein is incorporated herein by reference.

Only those sections of the Proxy Statement which specifically address the items set forth herein are incorporated by reference.

Directors, Executive Officers and Corporate Governance

The information required by this item will be included in the Proxy Statement.

Current Directors and Executive Officers

Listed below are the names of the current directors and executive officers of the Company, the names, ages, and certain other information as of December 31, 2025 for each director and each executive officer are set forth below.

Name Age Position with the Company

Keyvan Mohajer 48 Director, Chief Executive Officer

James Hom 42 Director, Chief Product Officer

Larry Marcus 60 Director

Diana Sroka 53 Director

Eric Ball 62 Director

Majid Emami 49 Chief Science Officer and Senior Vice President of Engineering

Nitesh Sharan 51 Chief Financial Officer

Michael Zagorsek 51 Chief Operating Officer

To the best of the Company’s knowledge, there are no other arrangements or understandings currently existing between any director or executive officer and any other person pursuant to which any person was selected as a director or executive officer.

There are no family relationships between any of the Company’s directors or executive officers.

To the Company’s knowledge there have been no material legal proceedings as described in instruction 4 to Item 103 of Regulation S-K or Item 401(f) of Regulation S-K during the last ten years that are material to an evaluation of the ability or integrity of any of the Company’s directors or executive officers.

Background of Current Directors and Executive Officers

The following sets forth the biographical background information for all of our current directors and executive officers:

Keyvan Mohajer.

Keyvan Mohajer has been our Chief Executive Officer and a member of the Board since the consummation of the Company’s merger with SoundHound, Inc.

in April 2022 (the “Business Combination”).

Mohajer has served as the Chief Executive Officer and a member of the Board of Directors of SoundHound, Inc.

since 2005, when he cofounded SoundHound.

Mohajer is a technical founder and visionary entrepreneur with over 20 years of experience scaling multiple companies.

Mohajer is a key contributor to SoundHound’s core technologies, with over 90 patents granted or pending.

Mohajer was named a “Top 40 Under 40” business leader by Silicon Valley Business Journal.

Mohajer received his Bachelor of Science degree in Electrical Engineering from the University of Toronto in 2000, his Master of Science from Stanford University in 2002 and his Ph.D.

in Electrical Engineering from Stanford University in 2007.

We believe that Dr.

Mohajer, as a founder of the company, is well qualified to serve as a member of the Board because of his extensive knowledge of the Company’s business and technologies.

James Hom has been a member of the Board and Chief Product Officer since the consummation of the Business Combination in April 2022.

Hom, one of SoundHound’s co-founders, has served as Vice President of Products and the Chief Product Officer and a member of the SoundHound, Inc.

board since 2006.

As Chief Product Officer, Mr.

Hom leads product development and advancement of SoundHound’s Voice AI platform and multiple business-to-consumer products.

Hom earned his Bachelor of Science Degree in Computer Science from Stanford University in 2005.

We believe that Mr.

Hom, as a founder of the company, is well qualified to serve as a member of the Board because of his extensive knowledge of the Company’s business and technologies.

Larry Marcus.

Larry Marcus has been a member of the Board since the consummation of the Business Combination in April 2022.

Prior to that, Mr.

Marcus served as a member of the SoundHound, Inc.

board since 2009.

He was a Co-founder and Managing Director of Marcy Venture Partners from February 2018 until April 2025.

Since June 2000, Mr.

Marcus has also been a Managing Director at Walden Venture Capital.

Previously, Mr.

Marcus was a digital media sell-side equity research analyst at Deutsche Bank Alex Brown from 1995 to 2000.

Marcus currently serves, and in the past has served,

on the boards of directors of a number of private companies, some of which have gone on to become public companies.

Marcus received his Bachelor of Arts in Political Economy of Industrial Societies in 1987 and his Master of Business Administration in 1993, both from the University of California, Berkeley.

We believe that Mr.

Marcus is well qualified to serve as a member of the Board because he has extensive knowledge of the Company’s business, and also because of this significant venture capital and finance experience.

Diana Sroka has been a member of the Board since the consummation of the Business Combination in April 2022.

Sroka joined HP Inc.

(“HP”) (f/k/a Hewlett-Packard Company) (NYSE:HPQ), a global technology company based in Palo Alto, California, and has held various leadership roles in finance and business functions within HP.

Starting May 2023, Ms.

Sroka is serving as the global product leader for HP’s new Consumer Services Business, expanding her prior role leading consumer print services.

Prior to these assignments, from March 2017 to November 2020, Ms.

Sroka served as HP’s Chief Executive Officer’s Chief of Staff, where she was responsible for regular review and approval of internal Sarbanes-Oxley Act controls related to matters managed by the Executive Leadership Team.

Prior to serving as Chief of Staff, Ms.

Sroka served as an Investor Relations Officer on HP’s Investor Relations team commencing in June 2014.

From November 2015 through March 2017, she served as HP’s Head of Investor Relations.

Prior to her employment at HP, Ms.

Sroka was a Business Planning Analyst for Visteon Corporation and a Product Engineer with Ford Motor Company.

Sroka was elected to the Board of Professional Business Women of California in November 2022, was elected as the Treasurer of the Executive Committee in July 2023 and elected as President and Chair in September 2024.

Sroka earned her Bachelor of Science Degree in Mechanical Engineering from Pennsylvania State University in 1995 and her Master of Business Administration Degree from the University of Michigan in 2000.

We believe that Ms.

Sroka is well qualified to serve as a member of the Board because she has extensive background in accounting, financial management and internal accounting controls.

Ball has been a member of our Board since the Company’s initial public offering in March 2021 and remained on the Board following the Business Combination.

He has served as chairman of the board of Archimedes Tech SPAC II (Nasdaq:

ATIIU), a special purpose acquisition company, since February 2025.

Since 2016, Dr.

Ball has been the General Partner of Impact Venture Capital, a Silicon Valley based venture firm investing in early-stage applied-AI start-up companies.

From 2015 until 2016, Dr.

Ball served as the Chief Financial Officer for C3 AI, an enterprise AI software provider.

From 2005 to 2015, Dr.

Ball served as Senior Vice President and Treasurer for Oracle.

Prior to 2005, Dr.

Ball served in a variety of finance roles at Flextronics International, Cisco Systems, Avery Dennison, and AT&T.

Ball has served as the Chairman of the Board of CapConnect+, a start-up company that is focused on linking corporate bond issuers to their institutional buyers, since 2020.

Ball also served as an advisor to Kyriba, a private treasury management software provider from 2017 until November 2022.

Ball also served as a board member and Audit Chairman of Glu Mobile Inc, a developer and publisher of mobile games from 2013 until April 2021.

Ball received his Ph.D.

in management at the Drucker-Ito School of Claremont Graduate University.

Ball received his MBA in finance and MA in economics at the University of Rochester.

Ball graduated with honors from the University of Michigan with a Bachelor of Arts degree in Economics.

Ball is also the co-author of the book “Unlocking the Ivory Tower”.

We believe that Dr.

Ball is well-qualified to serve as a director of the company given his extensive finance, mergers and acquisitions, investing and public company experience in the technology industry.

Majid Emami has been Vice President of Engineering of the Company since the consummation of the Business Combination in April 2022.

Emami is a co-founder of SoundHound and has served as Vice President of Engineering since 2006.

Emami leads SoundHound’s research and development efforts related to speech recognition and machine learning and holds 16 patents related to Voice AI technology.

Emami received a Bachelor of Science in Electrical Engineering in 2000 from the University of Toronto and a Masters and a Ph.D.

in Electrical Engineering, with a focus in wireless communications, in 2007, both from Stanford University.

Nitesh Sharan.

Nitesh Sharan has been Chief Financial Officer of the Company since the consummation of the Business Combination in April 2022.

Sharan has served as the Chief Financial Officer at SoundHound since September 2021.

In this capacity, Mr.

Sharan oversees SoundHound’s accounting, financial planning, investor relations, treasury and capital planning functions.

Prior to joining SoundHound, between May 2016 and September 2021, Mr.

Sharan held several executive roles at Nike, Inc.

including Treasurer, Head of Investor Relations and Chief Financial Officer of Global Operations.

Prior to Nike Inc., Mr.

Sharan was in various financial leadership roles as the Vice President and Assistant Treasurer at Hewlett-Packard Inc., from June 2001 to April 2016, and was a Senior Consultant at Accenture plc from 1996

Sharan received a Bachelor of Science in Management from Case Western Reserve University in 1996 and a Master of Business of Administration from Northwestern University in 2001.

He is a CFA® charterholder.

Michael Zagorsek.

Michael Zagorsek has been Chief Operating Officer of the Company since the consummation of the Business Combination in April 2022.

Zagorsek has served as SoundHound’s Chief Operating Officer since November 2020, where Mr.

Zagorsek is principally responsible for company operations, oversight of business workflow, company planning, reporting, goal-setting, and strategy.

Prior to assuming that role, Mr.

Zagorsek was SoundHound’s Vice President of Product Marketing, from July 2016 to November 2020, in which capacity he was responsible for SoundHound’s marketing activities, including demand generation, product marketing, content marketing, public relations and design.

Prior to SoundHound, Mr.

Zagorsek was the Head of Product Marketing for Core Products at Square, Inc.

from October 2014 to July 2016 and the Vice President of Product Marketing at Leap Motion Inc., from October 2012 to March 2014.

From 2007 to 2012, Mr.

Zagorsek was Director of Marketing Communications at Apple Inc., overseeing apple.com, email marketing, Apple Online Store and retail digital marketing communications.

Zagorsek received a Bachelor of Commerce from Carleton University in 1998 and a Masters of Arts in International Business from Bradford University in 1998.

Board of Directors and Corporate Governance

Our Board oversees the activities of our management in the handling of the business and affairs of our company.

Our Class A Common Stock trades on the Nasdaq Global Market and we are subject to listing requirements which include the requirement that our Board be comprised of a majority of “independent” directors.

Sroka and Dr.

Ball currently meet the definition of “independent” as defined by the SEC.

The Board has separately designated audit, compensation and nominating and governance committees.

Role of Board in Risk Oversight Process

We face a number of risks, including those described under the section titled “Risk Factors” in this Annual Report.

Our Board believes that risk management is an important part of establishing, updating and executing on our business strategy.

Our Board has oversight responsibility relating to risks that could affect the corporate strategy, business objectives, compliance, operations, and the financial condition and performance of our company.

Our Board focuses its oversight on the most significant risks facing us and on our processes to identify, prioritize, assess, manage and mitigate those risks.

Our Board receives regular reports from members of our senior management on areas of material risk to us, including strategic, operational, financial, legal and regulatory risks.

While our Board has an oversight role, management is principally tasked with direct responsibility for management and assessment of risks and the implementation of processes and controls to mitigate their effects on us.

Committees of the Board

The standing committees of our Board consist of an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee.

The composition of each committee is set forth below.

Committee charters are available on our investor relations website.

Audit Committee

Our Board has established an Audit Committee, composed of Dr.

Marcus and Ms.

Sroka, each of whom are independent directors as defined in accordance with section Rule 10A-3 of the Exchange Act and the rules of Nasdaq.

Ball is the chair of the Audit Committee.

Our Board has determined that Dr.

Ball qualifies as an “audit committee financial expert,” as defined under the rules and regulations of the SEC.

Our Audit Committee oversees our corporate accounting,

financial reporting practices and the audits of financial statements.

For this purpose, the Audit Committee has a charter (which is reviewed annually) and performs several functions.

The Audit Committee:

• evaluates the independence and performance of, and assesses the qualifications of, our independent auditor and engages such independent auditor;

• approves the plan and fees for the annual audit, quarterly reviews, tax and other audit-related services and approves in advance any non-audit service and fees therefor to be provided by the independent auditor;

• monitors the independence of the independent auditor and the rotation of partners of the independent auditor on our engagement team as required by law;

• reviews the financial statements to be included in our annual reports on Form 10-K and quarterly reports on Form 10-Q and reviews with management and the independent auditors the results of the annual audit and reviews of our quarterly financial statements;

• oversees all aspects of our systems of internal accounting and financial reporting control and corporate governance functions on behalf of the board;

• provides oversight assistance in connection with legal, ethical and risk management compliance programs established by management and the board, including compliance with requirements of Sarbanes-Oxley and makes recommendations to the Board regarding corporate governance issues and policy decisions.

The Audit Committee also oversees risks from cybersecurity threats as part of its broader risk oversight responsibilities.

The Board recognizes the importance of cybersecurity in safeguarding the Company’s assets and operations.

Nominating and Corporate Governance Committee

Our Board has established a Nominating and Corporate Governance Committee composed of Mr.

Marcus and Dr.

Ball, each of whom is independent in accordance with rules of Nasdaq.

Marcus is the chair of the Nominating and Corporate Governance Committee.

The Nominating and Corporate Governance Committee is responsible for overseeing the selection of persons to be nominated to serve on the Board and to serve on the standing committees of the Board.

The Nominating and Corporate Governance Committee considers persons identified by its members, management, stockholders, investment bankers and others.

The Nominating and Corporate Governance Committee considers several qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the Board.

The Nominating and Corporate Governance Committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members.

The Nominating and Corporate Governance Committee does not distinguish between nominees recommended by stockholders and other persons.

Compensation Committee Interlocks and Insider Participation

None of the members of our Compensation Committee is or has been an officer or employee of our Company.

None of our executive officers currently serves, or in the past year has served, as a member of the Compensation Committee (or other Board committee performing equivalent functions) of any entity that has one or more of its executive officers serving on our Board or Compensation Committee.

See the section titled “Certain Relationships and Related Transactions, and Director Independence” for information about related party transactions involving members of our Compensation Committee or their affiliates.

Code of Ethics

We have adopted a formal code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions.

We will provide a copy of our code of ethics to any person without charge, upon request.

For a copy of our code of ethics write to Compliance Officer,

SoundHound AI, Inc., 5400 Betsy Ross Drive, Santa Clara, CA 95054.

A current copy of our code of ethics is also available on the SEC’s website at http://www.sec.gov .

Insider Trading Policy

We have adopted a formal policy against insider trading which provides guidelines to all of our directors, officers, employees, and consultants with respect to trading in our securities, as well as the securities of publicly traded companies with whom we have a business relationship.

This policy has been designed to prevent insider trading or even allegations of insider trading.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors, executive officers and ten percent stockholders to file initial reports of ownership and reports of changes in ownership of our Common Stock with the SEC.

Directors, executive officers and ten percent stockholders are also required to furnish us with copies of all Section 16(a) forms that they file.

Based upon a review of these filings, the Company believes that all required Section 16(a) filings were made on a timely basis during fiscal year 2025.

Executive Compensation

The information required by this item will be included in the Proxy Statement.

Compensation Discussion and Analysis

Our compensation discussion and analysis (“CD&A”) describes our executive-compensation philosophy and program as reported in the executive compensation tables that follow, which provide information relating primarily to compensation decisions for the following 2025 named executive officers (“NEOs”) of the Company:

Name Position with the Company

Keyvan Mohajer, CEO Director, Chief Executive Officer

Nitesh Sharan, CFO Chief Financial Officer

Michael Zagorsek, COO Chief Operating Officer

Majid Emami, CSO Chief Science Officer and Senior Vice President of Engineering

James Hom, CPO Director, Chief Product Officer

Compensation Philosophy

We have designed our executive compensation programs to support the goals below:

• Attract and retain talent that can help us scale as a newly public company and beyond;

• Directly and substantially link rewards to measurable corporate and individual performance;

• Reinforce alignment of executives with the goal of creating long-term shareholder value;

• Start low and grow in progressing overall compensation package value to market.

Our executives’ total compensation packages emphasize long-term incentives.

The Company believes that the compensation of its executive officers should align the executive officers’ interests with those of our shareholders and focus executive officer behavior on achieving both near-term corporate goals and long-term business and strategies.

The Compensation Committee reviews and approves all components of the Company’s executive officer compensation, and equity incentive compensation being weighted over 50% of their total compensation ensures that its executive officers are motivated over the long term to respond to the Company’s business challenges and opportunities as owners, thereby aligning the executive officers’ interests with those of our shareholders.

The Compensation Committee determined that the structure of our executive compensation policies continues to be appropriately aligned to the achievement of Company goals and objectives and the best interests of shareholders.

performance is taken into account in setting compensation policies and making decisions, which include, but are not limited to, revenue, and profitability.

Compensation Governance and Best Practices

We are committed to including strong governance standards in our compensation programs.

Our key compensation practices include the following:

What We do What We Do Not Do

✓ Prioritize performance-based, at-risk compensation ☒ Provide significant perquisites

✓ Emphasize equity compensation to promote executive retention ☒ Permit hedging or pledging of our stock

✓ Engage an independent compensation consultant ☒ Provide single-trigger cash payments upon a change in control

✓ Grant compensation that aligns executives with our goal of creating long-term shareholder value ☒ Provide tax-gross ups

Stockholder Advisory Vote on Executive Compensation

Our Compensation Committee reviewed the results of our most recent Say-on-Pay vote in 2025 and determined that the strong support the proposal received was reflective of shareholders’ approval of our compensation program for our NEOs.

As such, we have maintained our compensation program in substantially the same form as approved by our shareholders.

Determination of Executive Compensation

Role of the Compensation Committee

Our Compensation Committee is responsible for establishing and overseeing our executive compensation programs, and annually reviewing and determining the compensation to be provided to our NEOs.

In setting executive compensation, the Compensation Committee considers a number of factors, including the recommendations of our Chief Executive Officer (other than with respect to his own compensation), current and past total compensation, market compensation data provided by an independent compensation consultant, our financial and operational performance in the most recent fiscal year, and each executive’s impact on our performance.

Our Chief Executive Officer makes recommendations based on his evaluation of each executive’s performance, of which he has direct knowledge.

Role of Management

Our executives consulted with the Compensation Committee in 2025 and provided valuable insights into the Company’s operations and future expectations.

The Compensation Committee also sought and received feedback from executives regarding how compensation plans should be structured to provide the maximum benefit to the Company.

The Compensation Committee met in executive session to discuss, deliberate, and decide executive compensation.

Role of Compensation Consultant

Our Compensation Committee has engaged Compensia (“Compensia” or the “Compensation Consultant”), most recently in July 2025, to provide executive compensation consulting services.

At this time, Compensia provided services related to the review of our compensation levels, our equity awards, the structure of our incentive compensation plans, equity ownership, regulatory developments, and our compensation peer group.

Compensia did not provide any services to the Company other than its engagement by the Compensation Committee.

The Compensation Committee reviewed

Compensia’s independence under NASDAQ and SEC rules and concluded that its work has not raised any conflict of interest.

Compensia previously developed the below peer group prior to July 2025, which was used to inform our executive compensation programs at the beginning of the year, except for our equity compensation program.

Specifically, we use peer group data to obtain compensation benchmarks for our named executive officers, specifically with technology companies, with a focus on software companies, with revenue below $500M and market cap between $500M to $3B.

• Agilysys • Fastly • Olo • Sprout Social

• Amplitude • iLearningEngines • PagerDuty • Yext

• Appian • Intapp • PROS Holdings • Zuora

• Braze • JFrog • Riot Platforms

• C3.ai • nCino • Semrush Holdings

The current executive compensation packages are benchmarked conservatively to be reflective of a newly public company, but also competitive enough to attract and retain the right talent.

Our executive compensation decisions are informed by competitive market data in addition to the reviews of individual roles and performance.

We review our compensation levels annually against our peer group and assess executives based on their individual performance and overall company performance.

Compensia developed the new peer group below in July 2025, which was utilized by our Compensation Committee in the compensation review in August 2025 and used to inform our 2025 equity grants to our NEOs.

The new peer group data was used to obtain compensation benchmarks for our named executive officers.

The new peer group is comprised of technology companies, with a focus on software companies, with revenue below $1B and market cap between $1B to $8B.

• Agilysys • Braze • JFrog • Riot Platforms

• Amplitude • C3.ai • nCino • Semrush Holdings

• AppFolio • Freshworks • Olo • Sprinklr

• Appian • Intapp • One Stream • Sprout Social

• Asna • InterDigital • PagerDuty

The Compensation Committee, comprised entirely of independent directors, receives and reviews the recommendations from Compensia, considers any relevant guidance from Compensia, and makes the final decision on compensation for our named executive officers.

Elements of Compensation

Our NEO compensation consists primarily of a base salary, an annual incentive award, and equity incentive compensation.

Base salaries are intended to provide our NEOs with certain, regular payments that align with the market and consider the scope of their role.

Annual incentives are intended to align our NEOs with our short-term financial and operational performance goals, and equity compensation is intended to retain NEOs over the long term and align the interests of our NEOs with those of our shareholders.

Both annual incentives and equity compensation is considered at-risk, and as such, may not be earned if the NEOs’ and/or the Company’s performance does not attain the desired outcomes.

Our Compensation Committee annually reviews each element of the NEOs’ compensation on a holistic basis, and awards compensation to our NEOs, allocating between long-term and short-term compensation and cash and non-cash compensation based on market competitive practices and the advice of our Compensation Consultant.

Additionally, our NEOs’ compensation may be subject to clawback, as discussed below.

Base salary represents the fixed portion of an executive officer’s compensation and is intended to provide compensation for day-to-day performance.

Effective August 1, 2025, the NEOs’ base salaries were adjusted to align with

market standards based on a market study conducted by our Compensation Consultant.

The amount of the adjustments for each NEO is reflected in the table below.

As of December 31, 2025, our NEOs’ annualized base salaries were as follows:

Name Annualized Base Salary

Aug 1, 2025 Annualized Base Salary

December 31, 2025

Keyvan Mohajer, CEO $ 530,000 $ 565,000

Nitesh Sharan, CFO $ 442,000 $ 465,000

Michael Zagorsek, COO $ 434,000 $ 465,000

Majid Emami, CSO $ 365,000 $ 385,000

James Hom, CPO $ 365,000 $ 385,000

Annual incentive compensation plan

In 2025, as part of their employment agreements, executives were eligible for annual incentives, as approved by the Compensation Committee and the Board, with pre-established goals and weightings, which were designed to reward achievements based upon quantitative & qualitative Company performance (the “Company Objectives”), and to incentivize and reward NEOs for achieving performance goals that drive Company performance, align pay and performance, and support the long-term growth of the Company.

All incentive payouts are calculated based solely on Company Objectives to closely align compensation with the Company’s performance.

The Compensation Committee set thresholds, target, and maximum performance goals, and related payout levels, considering annual cash incentive compensation levels for comparable positions within our peer group.

An NEO could earn between 0% and 150% of the NEOs’ Target Award for achievement of Company Objectives, dependent upon the level of achieved performance.

Additionally, our Compensation Committee retains the discretion to increase or reduce the amount of any payout.

Our 2025 annual bonus compensation plan included the following goals and weightings:

Revenue 25 % 100 %

Adjusted EBITDA 25 % — %

Individual Performance (2)

(1) We have not disclosed our Revenue or profitability goals because such disclosure could cause us competitive harm.

The Compensation Committee set these goals at levels that we believe to be achievable in connection with strong performance.

(2) Individual Performance is evaluated based on the NEO's role-specific initiatives and goals established at the beginning of the performance period, and are reviewed as a holistic assessment of individual contributions towards strategic goals.

Based on the Company’s 2025 performance, the following amounts were earned under our annual bonus compensation plan:

Name Target Bonus 2025 Bonus Formulaic Earnings 2025 Bonus Earned

Keyvan Mohajer, CEO $ 546,333 $ 409,750 $ —

Nitesh Sharan, CFO $ 293,529 $ 220,147 $ —

Michael Zagorsek, COO $ 290,496 $ 217,872 $ —

Majid Emami, CSO $ 186,667 $ 140,000 $ —

James Hom, CPO $ 186,667 $ 140,000 $ —

Bonuses earned were based on our 2025 fiscal year performance.

Even though revenue and individual performance targets were met, based on recommendation from the Company's CEO and CFO, the Compensation Committee reviewed the overall achievement and considered other performance measures of the Company and determined that 0% pay-out on targets was more aligned with our financial goals.

Accordingly, the Compensation Committee exercised its discretion to reduce payouts to 0% of the target amount for each of our NEOs.

Equity Incentive Compensation

The Compensation Committee believes that equity incentives in the form of service-based vesting restricted stock awards are effective instruments for long-term compensation.

Restricted stock awards align individual and team performance with the achievement of the Company’s strategic and financial goals, long-term value creation, and shareholders’ interests.

Restricted stock awards are impacted by all stock price changes, so the value to the executive officers is affected by both increases and decreases in stock price from the market price at the date of grant.

In determining the NEOs’ restricted stock awards, the Compensation Committee did not consider any compensation amounts previously granted that may have become realizable by our NEOs.

In benchmarking against companies in the same industry that are similar in size, value, and market cap, equity incentive awards for 2025 in the form of Restricted Stock Awards were determined by targeting between the 50th and 75th percentile of our peer group.

Total Compensation packages are highly leveraged on equity to provide overall packages that are both competitive to the market, while aligning our status as a newly public company on the path to profitability.

Following the Compensation Committee’s benchmarking and considering the equity awards granted to our NEOs in 2022 in connection with their entering into new employment agreements, the Compensation Committee determined to grant service-based-vesting restricted stock to our NEOs in 2025 to enhance retention.

The details of the grants made to each NEO in 2025 are shown in the table below.

The awards vest in 36 monthly increments beginning in September 2025 subject to each NEOs continued employment with the Company through the applicable vesting date.

Name Number of Restricted Stock Awards Received in 2025 Value of Restricted Stock Awards Received (1)

Keyvan Mohajer, CEO 850,000 $ 8,780,500

Nitesh Sharan, CFO 450,000 $ 4,648,500

Michael Zagorsek, COO 450,000 $ 4,648,500

Majid Emami, CSO 250,000 $ 2,582,500

James Hom, CPO 250,000 $ 2,582,500

(1) The amounts disclosed represent the aggregate grant date fair value of the restricted stock awards granted to our named executive officers during the fiscal year ended December 31, 2025 under our 2022 Incentive Plan, calculated in accordance with Financial Accounting Standards Board ASC Topic 718.

Retirement Savings, Health, and Welfare Benefits

All full-time employees, including the executive officers, are eligible to participate in the health benefits programs, including medical, dental and vision care coverage, disability and life insurance and the Company’s 401(k) plan.

Other Employee Benefits

We generally do not provide perquisites to our NEOs, and we do not view perquisites or other personal benefits as a significant component of our executive compensation program.

Severance and Change in Control Arrangements

Payments to our NEOs upon a termination of employment are described under the “Potential Payments Upon a Termination or Change in Control” table below.

These compensation arrangements are contained in each NEO’s employment agreement and are not a factor in the Compensation Committee’s determination of current-year compensation.

These arrangements are the result of arm’s length negotiations.

Other Compensation Policies and Considerations

Derivatives Trading, Hedging, and Pledging Policies

Our insider trading policy prohibits our executive officers and directors from (i) using any strategies or products (including derivative securities, such as put or call options, or short-selling techniques) to hedge against potential changes in the value of our stock and (ii) holding our stock in margin accounts or pledging our stock as collateral for a loan.

Tax and Accounting Considerations

The Compensation Committee considers the tax and accounting consequences of our compensation programs, including the impact of Section 162(m) of the Internal Revenue Code, which generally limits the tax deductibility of compensation paid by public companies to certain executive officers of public companies to $1,000,000.

Our Compensation Committee may exercise business judgment in accordance with its compensation philosophy to award compensation that is not tax deductible if it determines that such award is in the best interests of the Company and our stockholders.

The Compensation Committee does not grant equity awards in anticipation of the release of material nonpublic information.

Similarly, we do not time the release of material nonpublic information based on equity award grant dates.

Our 2025 equity awards were made in July following our Compensation Consultant’s market analysis of our peer group.

Accounting for Share-Based Compensation

We follow Financial Accounting Standard Board Accounting Standards Codification Topic 718, (“ASC Topic 718”), for our share-based compensation awards.

ASC Topic 718 requires companies to measure the compensation expense for all share-based payment awards made to employees and directors based on the grant date fair value of these awards.

ASC Topic 718 also requires companies to recognize the compensation cost of their share-based compensation awards in their income statements over the period that an executive officer is required to render service in exchange for the option or other award.

Clawback Policy

For information on our Executive Compensation Clawback Policy, see section below entitled “Compensation Recovery and Clawback Policy.”

Executive Compensation

The following table sets forth certain information for the fiscal years ended December 31, 2025, 2024 and 2023, with respect to compensation awarded to, earned by or paid to our named executive officers.

Summary of Compensation Table

Name Fiscal Year Salary Bonus Stock Awards (1)

Option Awards Non-Equity Incentive Plan Compensation (2)

All Other Compensation Total

Keyvan Mohajer, 2025 $ 546,333 $ — $ 8,780,500 (3) $ — $ — $ — $ 9,326,833

CEO 2024 $ 484,583 $ — $ 6,990,000 $ — $ 242,292 $ — $ 7,716,875

2023 $ 421,875 $ — $ 1,326,000 $ — $ 116,103 $ — $ 1,863,978

Nitesh Sharan, 2025 $ 451,583 $ — $ 4,648,500 (4) $ — $ — $ — $ 5,100,083

CFO 2024 $ 388,333 $ — $ 3,495,000 $ — $ 126,208 $ — $ 4,009,541

2023 $ 350,000 $ — $ 773,500 $ — $ 54,181 $ — $ 1,177,681

Michael Zagorsek, 2025 $ 446,917 $ — $ 4,648,500 (5) $ — $ — $ — $ 5,095,417

COO 2024 $ 385,000 $ — $ 3,495,000 $ — $ 125,125 $ — $ 4,005,125

2023 $ 350,000 $ — $ 773,500 $ — $ 54,181 $ — $ 1,177,681

Majid Emami, 2025 $ 373,333 $ — $ 2,582,500 (6) $ — $ — $ — $ 2,955,833

CSO 2024 $ 347,500 $ — $ 1,864,000 $ — $ 86,875 $ — $ 2,298,375

2023 $ 335,000 $ — $ 493,141 $ — $ 43,216 $ — $ 871,357

James Hom, 2025 $ 373,333 $ — $ 2,582,500 (7) $ — $ — $ — $ 2,955,833

2024 $ 347,500 $ — $ 1,864,000 $ — $ 86,875 $ — $ 2,298,375

2023 $ 335,000 $ — $ 442,000 $ — $ 43,216 $ — $ 820,216

(1) The amounts disclosed represent the aggregate grant date fair value of stock awards granted to our named executive officers during the fiscal year ended December 31, 2025 under our 2022 Incentive Plan, calculated in accordance with Financial Accounting Standards Board ASC Topic 718.

The assumptions used in calculating the grant date fair value of the stock awards are set forth in the notes to our audited financial statements included elsewhere in this Annual Report.

This amount does not reflect the actual economic value that may be realized by the named executive officer.

(2) Although our NEOs demonstrated strong performance in 2025 and attained some of the goals under our annual bonus program, our compensation committee used its discretion to reduce bonus payouts for our NEOs to zero.

For further information, please see our CD&A.

(3) Represents fair value of 850,000 service-based vesting restricted stock granted on July 31, 2025 as part of the company wide annual compensation review.

The restricted stock award will vest as to 1/36 th of the underlying shares in substantially equal increments on a monthly schedule beginning on September 1, 2025 with the remainder vesting over 3 years.

(4) Represents fair value of 450,000 service-based vesting restricted stock granted on July 31, 2025 as part of the company wide annual compensation review.

(5) Represents fair value of 450,000 service-based vesting restricted stock granted on July 31, 2025 as part of the company wide annual compensation review.

(6) Represents fair value of 250,000 service-based vesting restricted stock granted on July 31, 2025 as part of the company wide annual compensation review.

(7) Represents fair value of 250,000 service-based vesting restricted stock granted on July 31, 2025 as part of the company wide annual compensation review.

Grants of Plan-Based Awards

The following table sets forth certain information regarding each grant of plan-based awards made to a named executive officer in the last completed fiscal year under any plan, including awards that subsequently have been transferred.

Estimated future payouts under non-equity incentive plan awards (2)

All other stock awards:

Number of shares of stock or units (#) (1)

Grant date fair value of stock and option awards

Name Grant date

Keyvan Mohajer, CEO July 31, 2025 850,000 $ 8,780,500

$ — $ 546,333 $ 819,500

Nitesh Sharan, CFO

July 31, 2025 450,000 $ 4,648,500

$ — $ 293,529 $ 440,294

Michael Zagorsek, COO July 31, 2025 450,000 $ 4,648,500

$ — $ 290,496 $ 435,744

Majid Emami, CSO July 31, 2025 250,000 $ 2,582,500

$ — $ 186,667 $ 280,000

James Hom, CPO July 31, 2025 250,000 $ 2,582,500

$ — $ 186,667 $ 280,000

(1) Service vesting-based restricted stock granted on July 31, 2025 as part of the company wide annual compensation review.

The service vesting-based restricted stock award will vest 1/36 on a monthly schedule on September 1, 2025 with the remainder vesting over 3 years.

(2) Amounts refer to target and maximum cash payments available to NEOs under the annual incentive compensation plan.

Prorated salary changes effective August 1, 2025 were used for full year targets and maximum payouts.

Narrative Disclosure to Summary Compensation Table

Agreements with the Company’s Named Executive Officers as of December 31, 2025

On June 2, 2022, our Compensation Committee and full Board approved certain compensation adjustments for its named executive officers.

The Company also entered into new employment letter agreements with Dr.

Keyvan Mohajer, the Company’s Chief Executive Officer;

Nitesh Sharan, the Company’s Chief Financial Officer, Mr.

Michael Zagorsek, the Company’s Chief Operating Officer, Mr.

Timothy Stonehocker, the Company’s Chief Technology Officer, and Mr.

James Hom, the Company’s Chief Product Officer, which employment agreements replaced and superseded all prior employment agreements with such named executive officers.

Employment Agreement with Keyvan Mohajer, Chief Executive Officer

Mohajer’s employment agreement (the “June 2022 CEO Employment Agreement”), Dr.

Mohajer is entitled to receive a base salary of $450,000 (currently, $565,000).

In addition, Dr.

Mohajer is eligible to earn an annual incentive bonus, with a target equal to 100% of his annual base salary as then in effect, with a maximum payout at 150% of his annual base salary as then in effect.

The annual bonus will be determined by the Company in its sole discretion based upon achievement of performance objectives to be determined by the Company.

The June 2022 CEO Employment Agreement provides for the grant to Dr.

Mohajer of 720,000 restricted stock units (the “RSUs”) under the SoundHound AI, Inc.

2022 Incentive Award Plan (the “2022 Incentive Award Plan”), which grant became effective upon the filing of the Company’s Registration Statement on Form S-8 (the “Form S-8”) filed with the SEC on July 20, 2022 to register shares under the 2022 Incentive Award Plan.

The RSUs have a 4-year vesting period, vesting in equal quarterly installments with vesting measured from the vesting commencement date of May 1, 2022, subject to continued employment with the Company through each vesting date.

In August 2022, Dr.

Mohajer was granted an additional 450,000 RSUs under the 2022 Incentive Award Plan.

The RSUs have a 3-year vesting period, vesting in equal monthly installments with vesting measured from the vesting commencement date of August 1, 2022, subject to continued employment with the Company through each vesting date.

Mohajer was also granted 480,000 RSUs that are subject to performance-based vesting (the “PSUs”) under the Incentive Award Plan, which became effective upon the filing of the Form S-8 with the SEC.

The PSUs have a four-year performance period and are subject to the following vesting schedule:

(i) 25% if the Company achieves $100 million of GAAP revenue in a trailing 12 months;

(ii) 25% if the Company is cashflow positive in a trailing 12 months;

(iii) 25% if the Company’s stock price reaches a 90-day average of $15;

and (iv) 25% if the Company’s stock price reaches a 90-day average of $20.

In addition, Dr.

Mohajer is eligible to participate in the standard benefit plans offered to similarly situated employees by the Company from time to time.

The June 2022 CEO Employment Agreement specifies certain compensation following termination of employment, including potential severance payments of three months of Dr.

Mohajer’s then current base salary and payment for three months of any COBRA premiums if Dr.

Mohajer’s employment is terminated by the Company without “Cause” (as defined in the 2022 Incentive Award Plan) or if the executive resigns his employment for “Good Reason” (as defined in the employment agreement).

If such a qualified termination occurs within three months prior to, or one year after, a Change in Control (as defined the 2022 Incentive Award Plan), the severance period is increased to 12 months of then current base salary and 12 months of COBRA premiums, and vesting will be accelerated for any stock options that have time-based vesting and for the RSUs.

The Company may accelerate the vesting of the PSUs in connection with the negotiation of any Change in Control transaction.

Any severance is subject to the executive timely delivering a release of claims in favor of the Company.

Mohajer has also entered into the Company’s standard form of confidential information and inventions assignment agreement.

Employment Agreement with Nitesh Sharan, Chief Financial Officer

Sharan’s employment agreement (the “June 2022 CFO Employment Agreement”), Mr.

Sharan is entitled to receive a base salary of $350,000 (currently $465,000).

In addition, Mr.

Sharan is eligible to earn an annual incentive bonus, with a target equal to 60% of his annual base salary as then in effect, with a maximum payout at 150% of his annual base salary as then in effect.

The annual bonus will be determined by the Company in its sole discretion, based upon achievement of performance objectives to be determined by the Company.

The June 2022 CFO Employment Agreement provides for a grant to Mr.

Sharan of 300,000 RSUs under the 2022 Incentive Award Plan, which grant became effective upon the filing of the Form S-8 with the SEC.

The RSUs have a 4-year vesting period vesting in equal quarterly installments with vesting measured from the vesting commencement date of September 15, 2021, subject to continued employment with the Company through each vesting date.

In August 2022, Mr.

Sharan was granted an additional 225,000 RSUs under the 2022 Incentive Award Plan.

Sharan was also granted 200,000 PSUs under the 2022 Incentive Award Plan, which grant became effective upon the filing of the Form S-8 with the SEC.

The PSUs have a four-year performance period and are subject to the following vesting schedule:

(i) 25% if the Company achieves $100 million of GAAP revenue in a trailing 12 months;

(ii) 25% if the Company is cash-flow positive in a trailing 12 months;

(iii) 25% if the Company’s stock price reaches a 90-day average of $15;

and (iv) 25% if the Company’s stock price reaches a 90-day average of $20.

In addition, Mr.

Sharan is eligible to participate in the standard benefit plans offered to similarly-situated employees by the Company from time to time.

The June 2022 CFO Employment Agreement specifies certain compensation following termination of employment, including potential severance payments of three months of Mr.

Sharan’s then current base salary and payment for three months of any COBRA premiums if Mr.

Sharan’s employment is terminated by the Company without “Cause” (as defined in the 2022 Incentive Award Plan) or if the executive resigns his employment for “Good Reason” (as defined in the employment agreement).

The Company may accelerate the vesting of the PSUs in connection with the negotiation of any

Change in Control transaction.

Any severance is subject to the executive timely delivering a release of claims in favor of the Company.

Sharan has also entered into the Company’s standard form of confidential information and inventions assignment agreement.

Employment Agreement with Michael Zagorsek, Chief Operating Officer

Zagorsek’s employment agreement (the “June 2022 COO Employment Agreement”), Mr.

Zagorsek is entitled to receive a base salary of $350,000 (currently, $465,000).

In addition, Mr.

Zagorsek is eligible to earn an annual incentive bonus, with a target equal to 65% of his annual base salary as then in effect, with a maximum payout at 150% of his annual base salary as then in effect.

The annual bonus will be determined by the Company in its sole discretion, based upon achievement of performance objectives to be determined by the Company.

The June 2022 COO Employment Agreement provides for a grant to Mr.

Zagorsek of 300,000 RSUs under the 2022 Incentive Award Plan, which became effective upon the filing of the Form S-8 with the SEC.

The RSUs have a 4-year vesting period vesting in equal quarterly installments with vesting measured from the vesting commencement date of May 1, 2022, subject to continued employment with the Company through each vesting date.

In August 2022, Mr.

Zagorsek was granted an additional 225,000 RSUs under the 2022 Incentive Award Plan.

Zagorsek was also granted 200,000 PSUs under the 2022 Incentive Award Plan, which grant became effective upon the filing of the Form S-8 with the SEC.

The PSUs have a four-year performance period and are subject to the following vesting schedule:

(i) 25% if the Company achieves $100 million of GAAP revenue in a trailing 12 months;

(ii) 25% if the Company is cash-flow positive in a trailing 12 months;

(iii) 25% if the Company’s stock price reaches a 90-day average of $15;

and (iv) 25% if the Company’s stock price reaches a 90-day average of $20.

In addition, Mr.

Zagorsek is eligible to participate in the standard benefit plans offered to similarlysituated employees by the Company from time to time.

The June 2022 COO Employment Agreement specifies certain compensation following termination of employment, including potential severance payments of three months of Mr.

Zagorsek’s then current base salary and payment for three months of any COBRA premiums if Mr.

Zagorsek’s employment is terminated by the Company without “Cause” (as defined in the 2022 Incentive Award Plan) or if the executive resigns his employment for “Good Reason” (as defined in the employment agreement).

The Company may accelerate the vesting of the PSUs in connection with the negotiation of any Change in Control transaction.

Any severance is subject to the executive timely delivering a release of claims in favor of the Company.

Zagorsek has also entered into the Company’s standard form of confidential information and inventions assignment agreement.

Employment Agreement with Seyed Majid Emami, Chief Science Officer & Senior Vice President Engineering

Emami’s employment agreement (the “May 2022 CSO Employment Agreement”), Mr.

Emami is entitled to receive a base salary of $335,000 (currently, $385,000).

In addition, Mr.

Emami is eligible to earn an annual incentive bonus, with a target equal to 50% of his annual base salary as then in effect, with a maximum payout at 150% of his annual base salary as then in effect.

The annual bonus will be determined by the Company in its sole discretion, based upon achievement of performance objectives to be determined by the Company.

The May 2022 CSO Employment Agreement provides for a grant to Mr.

Emami of 240,000 RSUs under the 2022 Incentive Award Plan, which became effective upon the filing of the Form S-8 with the SEC.

In August 2022, Mr.

Emami was granted an additional 175,000 RSUs under the 2022 Incentive Award Plan.

The RSUs have a 3-year vesting period, vesting

in equal monthly installments with vesting measured from the vesting commencement date of August 1, 2022, subject to continued employment with the Company through each vesting date.

Emami was also granted 160,000 PSUs under the 2022 Incentive Award Plan, which grant became effective upon the filing of the Form S-8 with the SEC.

The PSUs have a four-year performance period and are subject to the following vesting schedule:

(i) 25% if the Company achieves $100 million of GAAP revenue in a trailing 12 months;

(ii) 25% if the Company is cash-flow positive in a trailing 12 months;

(iii) 25% if the Company’s stock price reaches a 90-day average of $15;

and (iv) 25% if the Company’s stock price reaches a 90-day average of $20.

In addition, Mr.

Emami is eligible to participate in the standard benefit plans offered to similarly-situated employees by the Company from time to time.

The May 2022 CSO Employment Agreement specifies certain compensation following termination of employment, including potential severance payments of three months of Mr.

Emami’s then current base salary and payment for three months of any COBRA premiums if Mr.

Emami’s employment is terminated by the Company without “Cause” (as defined in the 2022 Incentive Award Plan) or if the executive resigns his employment for “Good Reason” (as defined in the employment agreement).

The Company may accelerate the vesting of the PSUs in connection with the negotiation of any Change in Control transaction.

Any severance is subject to the executive timely delivering a release of claims in favor of the Company.

Emami has also entered into the Company’s standard form of confidential information and inventions assignment agreement.

Employment Agreement with James Hom, Chief Product Officer

Hom’s employment agreement (the “June 2022 CPO Employment Agreement”), Mr.

Hom is entitled to receive a base salary of $335,000 (currently, $385,000).

In addition, Mr.

Hom is eligible to earn an annual incentive bonus, with a target equal to 50% of his annual base salary as then in effect, with a maximum payout at 150% of his annual base salary as then in effect.

The annual bonus will be determined by the Company in its sole discretion, based upon achievement of performance objectives to be determined by the Company.

The June 2022 CPO Employment Agreement provides for a grant to Mr.

Hom of 240,000 RSUs under the 2022 Incentive Award Plan, which became effective upon the filing of the Form S-8 with the SEC.

In August 2022, Mr.

Hom was granted an additional 175,000 RSUs under the 2022 Incentive Award Plan.

Hom was also granted 160,000 PSUs under the 2022 Incentive Award Plan, which grant became effective upon the filing of the Form S-8 with the SEC.

The PSUs have a four-year performance period and are subject to the following vesting schedule:

(i) 25% if the Company achieves $100 million of GAAP revenue in a trailing 12 months;

(ii) 25% if the Company is cash-flow positive in a trailing 12 months;

(iii) 25% if the Company’s stock price reaches a 90-day average of $15;

and (iv) 25% if the Company’s stock price reaches a 90-day average of $20.

In addition, Mr.

Hom is eligible to participate in the standard benefit plans offered to similarly-situated employees by the Company from time to time.

The June 2022 CPO Employment Agreement specifies certain compensation following termination of employment, including potential severance payments of three months of Mr.

Hom’s then current base salary and payment for three months of any COBRA premiums if Mr.

Hom’s employment is terminated by the Company without “Cause” (as defined in the 2022 Incentive Award Plan) or if the executive resigns his employment for “Good Reason” (as defined in the employment agreement).

vesting and for the RSUs.

The Company may accelerate the vesting of the PSUs in connection with the negotiation of any Change in Control transaction.

Any severance is subject to the executive timely delivering a release of claims in favor of the Company.

Hom has also entered into the Company’s standard form of confidential information and inventions assignment agreement.

Outstanding Equity Awards at 2025 Fiscal Year End

The following table presents information regarding outstanding equity awards held by the Company’s named executive officers as of December 31, 2025.

Option awards

(a) Number of securities underlying unexercised options (#)

exercisable (1)

Number of securities underlying unexercised options (#)

unexercisable

number of securities underlying unexercised unearned options (#)

Keyvan Mohajer, CEO

Nitesh Sharan, CFO

248,677 — — $ 7.51 9/26/2031

Michael Zagorsek, COO

115,753 — — $ 2.18 9/6/2027

64,136 — — $ 2.90 8/15/2029

408,250 — — $ 3.67 10/26/2030

Majid Emami, CSO — — — $ — —

James Hom, CPO

(1) Awards are fully vested.

(a) Grant Date

Number of shares or units of stock that have not vested

(g) Market value of shares or units of stock that have not vested (2)

Equity incentive plan awards:

number of unearned shares, units or other rights that have not vested (1)

Equity incentive plan awards:

market or payout value of unearned shares, units or other rights that have not vested ($) (2)

Keyvan Mohajer, CEO

7/20/2022 (3)

75,000 $ 747,750 240,000 $ 2,392,800

08/03/2023 (4)

133,333 $ 1,329,330 — $ —

08/01/2024 (4)

833,333 $ 8,308,330 — $ —

07/31/2025 (4)

755,556 $ 7,532,893 — $ —

Nitesh Sharan, CFO

7/20/2022 — $ — 100,000 $ 997,000

08/03/2023 (4)

77,778 $ 775,447 — $ —

08/01/2024 (4)

416,667 $ 4,154,170 — $ —

07/31/2025 (4)

400,000 $ 3,988,000 — $ —

Michael Zagorsek, COO

08/04/2022 (3)

31,250 $ 311,563 100,000 $ 997,000

08/03/2023 (4)

77,778 $ 775,447 — $ —

08/01/2024 (4)

416,667 $ 4,154,170 — $ —

07/31/2025 (4)

400,000 $ 3,988,000 — $ —

Majid Emami, CSO 08/04/2022 (3)

25,000 $ 249,250 80,000 $ 797,600

08/03/2023 (4)

44,444 $ 443,107 — $ —

08/01/2024 (4)

222,222 $ 2,215,553 — $ —

07/31/2025 (4)

222,222 $ 2,215,553 — $ —

James Hom, CPO

08/04/2022 (3)

25,000 $ 249,250 80,000 $ 797,600

08/03/2023 (4)

44,444 $ 443,107 — $ —

08/01/2024 (4)

222,222 $ 2,215,553 — $ —

07/31/2025 (4)

222,222 $ 2,215,553 — $ —

(1) PSU awards with performance goals not currently expected to be achieved but are reported above in accordance with SEC rules.

The PSUs have a four-year performance period and are subject to the following vesting schedule:

(i) 25% if the Company achieves $100 million of GAAP revenue in a trailing 12 months;

(ii) 25% if the Company is cash -flow positive in a trailing 12 months;

(iii) 25% if the Company’s stock price reaches a 90 -day average of $15;

and (iv) 25% if the Company’s stock price reaches a 90 -day average of $20.

(2) The dollar amounts shown in columns (h) and (j) are determined by multiplying the number of shares or units shown in column (c) or (e), as applicable, by $9.97, the closing price of our common stock on December 31, 2025.

(3) Vesting in equal monthly installments over 4 years (48 months) from the grant date listed.

(4) Vesting in equal monthly installments over 3 years (36 months) from the grant date listed.

Option Exercises and Stock Vested at 2025 Fiscal Year End

The following Option Exercises and Stock Vested table sets forth certain information regarding each exercise of stock options and each vesting of restricted stock during the last completed year for each of the named executive officers on an aggregated basis.

Option awards

Name Number of shares acquired on exercise

Value realized on exercise

Number of shares acquired on vesting

Value realized on vesting

Keyvan Mohajer, CEO

— $ — 1,314,444 $ 14,792,733

Nitesh Sharan, CFO

60,000 $ 701,760 622,916 $ 7,054,974

Michael Zagorsek, COO

134,172 $ 1,318,776 641,666 $ 7,261,599

Majid Emami, CSO — $ — 406,668 $ 4,560,148

James Hom, CPO

— $ — 406,668 $ 4,560,148

(1) Dollar value realized on exercise equals the difference between the fair market value at the exercise date less the exercise price of the option.

Pension Benefits

The Company has no defined benefit plans or other supplemental retirement plans for the named executive officers.

Nonqualified Deferred Compensation

The Company has no nonqualified defined contribution plans or other nonqualified deferred compensation plans for the named executive officers.

Potential Payments Upon a Termination or Change in Control

Payments to our NEOs upon a termination of employment are described under the “Potential Payments Upon a Termination or Change in Control” table below.

The benefits payable upon termination were determined through arm’s length negotiations in connection with each NEO entering into an employment letter agreement with the Company.

amounts that could be received upon termination or change in control are subject to a full release of claims in favor of the Company.

No NEO is entitled to payments upon a voluntary termination of employment.

Name Base salary continuation ($) (1)

Annual cash bonus continuation ($) Accrued annual cash

bonus ($) Acceleration/ continued vesting & excitability of unvested stock options ($) Acceleration/ continued vesting of unvested stock units ($) (2)

Health benefit continuation ($) (3)

Keyvan Mohajer, CEO

Without Cause/With Good Reason

$ 141,250 $ — $ 565,000 $ — $ — $ — $ 706,250

Change in Control (4)

$ 565,000 $ — $ 565,000 $ — $ 20,311,103 $ 10,993 $ 21,452,096

Nitesh Sharan, CFO

Without Cause/With Good Reason

$ 116,250 $ — $ 302,250 $ — $ — $ — $ 418,500

Change in Control (4)

$ 465,000 $ — $ 302,250 $ — $ 9,914,617 $ 6,340 $ 10,688,207

Michael Zagorsek, COO

Without Cause/With Good Reason

$ 116,250 $ — $ 302,250 $ — $ — $ — $ 418,500

Change in Control (4)

$ 465,000 $ — $ 302,250 $ — $ 10,226,179 $ 7,641 $ 11,001,070

Majid Emami, CSO

Without Cause/With Good Reason

$ 96,250 $ — $ 192,500 $ — $ — $ — $ 288,750

Change in Control (4)

$ 385,000 $ — $ 192,500 $ — $ 5,921,063 $ 10,859 $ 6,509,422

James Hom, CPO

Without Cause/With Good Reason

$ 96,250 $ — $ 192,500 $ — $ — $ — $ 288,750

Change in Control (4)

$ 385,000 $ — $ 192,500 $ — $ 5,921,063 $ 9,548 $ 6,508,111

(1) The Company will pay an amount equal to 3 months of the NEOs’ then current base salary

(2) The Company will accelerate the vesting of any awards that have time-based vesting such that they will be deemed vested as of the date of employment terminates.

The Company may accelerate the vesting of PSUs in connection with the negotiation of any Change in Control transaction, the value of which are included in the table.

(3) The Company will pay the entire COBRA premiums necessary to continue health insurance coverage in effect for the executive and eligible dependents on the termination date until the earliest of (A) the close of the 3 months period following the termination of employment, (B) the expiration of eligibility for the continuation coverage under COBRA, and (C) the date the executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment.

(4) NEOs Change in Control potential payments assume the double trigger of qualifying termination of employment following a change in control.

CEO Pay Ratio

Pursuant to a mandate of the Dodd-Frank Act, the SEC adopted a rule requiring that we annually disclose the ratio of our median employee’s total annual compensation to the total annual compensation of our CEO, Keyvan Mohajer, who is also our principal executive officer (the “CEO Pay Ratio”).

The Company’s compensation and benefits philosophy and the overall structure of the compensation and benefit programs are broadly similar across the organization and aim to encourage and reward all employees who contribute to the Company’s success.

The Company strives to ensure the pay of every employee reflects the level of his or her job impact and responsibilities and is competitive within the Company’s peer group.

Compensation rates are benchmarked and are generally set to be market-competitive in the country in which the jobs are performed.

The Company’s ongoing commitment to pay equity is critical to successfully supporting a diverse workforce with opportunities for all employees to grow, develop, and contribute.

In determining the pay ratio calculation, we used the methodology, assumptions, and estimates set forth below in determining the median employee:

We selected December 31, 2025, which is within the last three months of 2025, as the date upon which we would identify the median employee.

We determined that, as of December 31, 2025, our global employee population consisted of approximately 809 individuals, which includes the individuals acquired as part of the [Amelia] transaction.

For purposes of measuring the compensation of our employee population, we selected base salary and cash bonus compensation, as reported on our tax and payroll records.

We measured base salary and cash bonus compensation included in the calculation over the 12-month period ended December 31, 2025.

We gathered our base salary and cash bonus compensation information for the 12-month period ended December 31, 2025 from the tax and payroll records of each of our business units and applied this compensation measure consistently to all of our employees included in the calculation.

We annualized the base salary and cash bonus compensation of permanent employees hired during the year.

We did not make any other annualizing adjustments, and we did not make any cost-of-living adjustments in identifying the median employee.

Once we identified the median employee, we identified and calculated the elements of such employee’s compensation for 2025 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $322,475.

Keyvan Mohajer’s, the Company’s CEO, total compensation in 2025 per our Summary Compensation Table was $9,326,833 and our median employee’s total compensation in 2025 was $322,475.

Therefore, the Company’s 2025 CEO Pay Ratio was 28 :1.

Director Compensation

The Compensation Committee most recently engaged Compensia in July 2025 to provide compensation consulting services.

At this time, Compensia provided services related to the review of our compensation levels and equity awards against peer practices and provided perspectives on board compensation trends, particularly with respect to the Company’s peer group.

Compensia did not provide any services to the Company other than its engagement by the Compensation Committee.

On July 31, 2025, our Board revised and approved a director compensation policy, which provides to each of the non-employee directors (i) an annual retainer of $35,000, payable quarterly (ii) additional annual cash retainers, payable quarterly, for committee service as follows:

(A) Chair of the Audit Committee:

(B) member of the Audit Committee:

(D) member of the Compensation Committee:

(E) Chair of the Nominating and Corporate Governance Committee:

and (F) member of the Nominating and Corporate Governance Committee:

(iii) an annual grant of restricted stock units having a grant day value of $171,472 which shall vest over four quarters;

and (iv) travel expense reimbursement.

Prior to July 31, 2025, our Board remained on the previous director compensation policy, where the annual grant of restrictive stock had a grant day value of $177,500, while everything else remained the same.

In the event of a Change in Control (as defined in the 2022 Incentive Award Plan), any then-unvested initial grant or annual RSU grant will fully vest (and become exercisable, in the case of an option) as of immediately prior to the effective time of such transaction, subject to the outside director’s continuous board service through the effective date of such transaction.

The following table sets forth information regarding compensation earned by our non-employee directors for the year ended December 31, 2025.

Name Fees Earned or Paid in Cash ($) Stock Awards ($) (1)

Option Awards ($) Total ($)

Eric Ball $ 66,100 $ 171,472 (2) $ — $ 237,572

Larry Marcus $ 67,000 $ 171,472 (3) $ — $ 238,472

Diana Sroka $ 45,000 $ 171,472 (4) $ — $ 216,472

(1) The values reported here are the aggregate grant date fair values of such awards computed in accordance with FASB ASC Topic 718.

(2) Eric Ball has 8,949 Restricted Stock Awards unvested outstanding as of the end of the Company's most recently completed fiscal year.

(3) Lawrence Marcus has 8,949 Restricted Stock Awards unvested outstanding as of the end of the Company's most recently completed fiscal year.

(4) Diana Sroka has 8,949 Restricted Stock Awards unvested outstanding as of the end of the Company's most recently completed fiscal year.

Compensation Recovery and Clawback Policy

Under the Sarbanes-Oxley Act, in the event of misconduct that results in a financial restatement that would have reduced a previously paid incentive amount, we can recoup those improper payments from our executive officers.

The SEC also recently adopted rules which direct national stock exchanges to require listed companies to implement policies intended to recoup bonuses paid to executives if the company is found to have misstated its financial results.

On November 2, 2023, our board of directors approved the adoption of the Executive Compensation Clawback Policy (the “Clawback Policy”), in order to comply with the final clawback rules adopted by the SEC under Rule 10D-1 under the Exchange Act and the listing standards, as set forth in the Nasdaq Listing Rule 5608 (the “Final Clawback Rules”).

The Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation from our current and former executive officers as defined in Rule 10D-1 (“Covered Officers”) in the event that we are required to prepare an accounting restatement, in accordance with the Final Clawback Rules.

The recovery of such compensation applies regardless of whether a Covered Officer engaged in misconduct or otherwise caused or contributed to the requirement of an accounting restatement.

Under the Clawback Policy, our Board may recoup from the Covered Officers erroneously awarded incentive compensation received within a lookback period of the three completed fiscal years preceding the date on which we are required to prepare an accounting restatement.

In fiscal year 2023, certain restatements of the Company’s financial statements were made to the Company’s condensed consolidated financial statements as of and for the three and nine months ended September 30, 2022, as of and for the year ended December 31, 2022, and as of and for the three months ended March 31, 2023 and the three and six months ended June 30, 2023.

In accordance with the Clawback Policy, a recovery analysis of incentive-based compensation received by any of the Company’s executive officers during the period from and after October 2, 2023 was required.

The Company conducted a recovery analysis and concluded that the incentive-based compensation received during the recovery period did not trigger a recovery.

Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters .

The information required by this item will be included in the Proxy Statement.

Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters

The following table sets forth information known to the Company regarding beneficial ownership of shares of the Company’s Class A Common Stock and Class B Common Stock as of December 31, 2025 by:

• each person known by the Company to be the beneficial owner of more than 5% of the Company’s outstanding Class A Common Stock and Class B Common Stock;

• each of the Company’s named executive officers and directors;

• all executive officers and directors as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options, warrants and certain other derivative securities that are currently exercisable or will become exercisable within 60 days.

The percentage of beneficial ownership is based on 422,452,597 shares of Common Stock issued and outstanding as of December 31, 2025, which calculation includes (i) 389,917,189 shares of the Company’s Class A Common Stock and (ii) 32,535,408 shares of the Company’s Class B Common Stock.

Voting power represents the combined voting power of shares of Class A Common Stock and Class B Common Stock owned beneficially by such person.

On all matters to be voted upon, subject to the rights of any holders of any series of preferred stock, holders of shares of Class A Common Stock and Class B Common Stock will vote together as a single class on all matters submitted to the stockholders for their vote or approval.

Holders of Class A Common Stock are entitled to one vote per share on all matters submitted to the stockholders for their vote or approval.

Holders of Class B Common Stock are entitled to ten votes per share on all matters submitted to stockholders for their vote or approval.

Accordingly, as of December 31, 2025, a total of 715,271,269 votes may be cast at any meeting of stockholders.

In accordance with SEC rules, shares of our Class A Common Stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable within 60 days after December 31, 2025 are deemed beneficially owned by the holders of such options and warrants and are deemed outstanding for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the

percentage of ownership of any other person.

Unless otherwise indicated, the business address of each of the entities, directors and executives in this table is 5400 Betsy Ross Drive, Santa Clara, CA 95054.

Unless otherwise indicated and subject to community property laws and similar laws, the Company believes that all parties named in the table below have sole voting and investment power with respect to all shares of Common Stock beneficially owned by them.

Beneficial Ownership Table

Name of Beneficial Owners

Number of Shares of Class A Common Stock

Number of Shares of Class B Common Stock

% of Total Voting Power

Directors and Executive Officers (7)

Keyvan Mohajer (1)

691,899 * 14,139,064 43.46 % 20 %

James Hom (2)

375,327 * 1,812,588 5.57 % 3 %

Larry Marcus (3)

195,579 * — — *

Diana Sroka (4)

231,473 * — — *

539,266 * — — *

Seyed Majid Emami (6)

104,789 * 16,583,756 50.97 % 23 %

Timothy Stonehocker (7)

515,126 * — — *

Nitesh Sharan (8)

1,188,547 * — — *

Michael Zagorsek (9)

1,597,820 * — — *

All directors and executive officers as a group (10 individuals) 5,439,826 1.40 % 32,535,408 100.00 % 46 %

The Vanguard Group, Inc.

38,814,254 9.95 % — — 5 %

BlackRock Institutional Trust Company, N.A.

28,182,491 7.23 % — — 4 %

(1) Includes 290,834 shares of Class A Common Stock issuable upon vesting of outstanding RSUs that vest within 60 days of December 31, 2025.

(2) Includes 85,832 shares of Class A Common Stock issuable upon vesting of outstanding RSUs that vest within 60 days of December 31, 2025.

(3) Includes 4,474 shares of Class A Common Stock issuable upon vesting of outstanding RSUs that vest within 60 days of December 31, 2025 and 108,117 shares of Class A Common Stock held by Marcus Family Trust, dated 7/8/04, of which Larry Marcus is a co-trustee.

Marcus disclaims beneficial ownership of the shares held by the trust except to the extent of any pecuniary interest he may have therein.

Does not include securities held of record by Walden Sprout Opportunities Fund-A, LLC because Mr.

Marcus is one of three managing members of such fund, he is not deemed to be a beneficial owner of the securities held by such fund.

Marcus’s business address is 2105 Woodside Rd, Woodside, CA 94062.

(4) Includes 84,685 shares of Class A Common Stock that are issuable upon exercise of stock options which are exercisable within 60 days of December 31, 2025 and 4,474 shares of Class A Common Stock issuable upon vesting of outstanding RSUs that vest within 60 days of December 31, 2025.

(5) Includes 84,685 shares of Class A Common Stock that are issuable upon exercise of stock options which are exercisable within 60 days of December 31, 2025 and 4,474 shares of Class A Common Stock issuable upon vesting of outstanding RSUs that vest within 60 days of December 31, 2025.

(6) Includes 85,832 shares of Class A Common Stock issuable upon vesting of outstanding RSUs that vest within 60 days of December 31, 2025.

(7) Includes 103,127 shares of Class A Common Stock, 166,688 shares of Class A Common Stock that are issuable upon exercise of stock options that are currently exercisable or exercisable within 60 days of December 31, 2025 and 63,124 shares of Class A Common Stock issuable upon vesting of outstanding RSUs that vest within 60 days of December 31, 2025.

(8) Includes 248,677 shares of Class A Common Stock that are issuable upon exercise of stock options which are currently exercisable or exercisable within 60 days of December 31, 2025 and 129,167 shares of Class A Common Stock issuable upon vesting of outstanding RSUs that vest within 60 days of December 31, 2025.

(9) Consists of 588,139 shares of Class A Common Stock that are issuable upon exercise of stock options which are currently exercisable or exercisable within 60 days of December 31, 2025 and 147,917 shares of Class A Common Stock issuable upon vesting of outstanding RSUs that vest within 60 days of December 31, 2025.

Certain Relationships and Related Transactions, and Director Independence

The information required by this item will be included in the Proxy Statement.

Certain Relationships and Related Transactions, and Director Independence

The following is a description of each transaction since January 1, 2025 and each currently proposed transaction in which:

• SoundHound has been or is to be a participant;

• the amount involved exceeded or exceeds $120,000;

• any of SoundHound’s directors, executive officers or holders of more than 5% of its capital stock, or any immediate family member of, or person sharing the household with, any of these individuals, had or will have a direct or indirect material interest.

See Note 20 to our consolidated financial statements included within this Annual Report for related-party transactions for the year ended December 31, 2025.

Policies and Procedures for Related Party Transactions

In April 2022, SoundHound adopted a written related person transaction policy that sets forth the following policies and procedures for the identification, review, consideration and approval or ratification of related person transactions.

SoundHound’s policies and procedures are designed to minimize potential conflicts of interest arising from any dealings it may have with its affiliates and to provide appropriate procedures for the disclosure of any real or potential conflicts of interest that may exist from time to time.

A “Related Person Transaction” is a transaction, arrangement or relationship in which SoundHound or any of its subsidiaries was, is or will be a participant, the amount of which involved exceeds the lesser of $120,000 or one percent of the average of SoundHound’s total assets at year-end for the last two completed fiscal years, and in which any related person had, has or will have a direct or indirect material interest.

Transactions involving compensation for services provided to SoundHound as an employee or director are not covered by this policy.

A “Related Person” means:

• any person who is, or at any time during the applicable period was, one of SoundHound’s officers or one of SoundHound’s directors;

• any person who is known by SoundHound to be the beneficial owner of more than five percent (5%) of its voting stock;

• any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, daughter-in-law, brother-in-law or sister-in-law of a director, officer or a beneficial owner of more than five percent (5%) of its voting stock, and any person (other than a tenant or employee) sharing the household of such director, officer or beneficial owner of more than five percent (5%) of its voting stock;

• any firm, corporation or other entity in which any of the foregoing persons is a partner or principal or in a similar position or in which such person has a ten percent (10%) or greater beneficial ownership interest.

Under the policy, if a transaction has been identified as a related person transaction, including any transaction that was not a related person transaction when originally consummated or any transaction that was not initially identified as a related person transaction prior to consummation, SoundHound’s management must present information regarding the related person transaction to the Audit Committee, or, if Audit Committee approval would be inappropriate, to another independent body of the Board, for review, consideration and approval or ratification.

The presentation must include a description of, among other things, the material facts, the interests, direct and indirect, of the related persons, the benefits to SoundHound of the transaction and whether the transaction is on terms that are comparable to the terms available to or from, as the case may be, an unrelated third party or to or from employees generally.

Under the policy, SoundHound will collect information that SoundHound deems reasonably necessary from each director, executive officer and, to the extent feasible, significant stockholder to enable SoundHound to identify any existing or potential related-person transactions and to effectuate the terms of the policy.

In addition, under SoundHound’s Code of Conduct, SoundHound’s employees and

directors have an affirmative responsibility to disclose any transaction or relationship that reasonably could be expected to give rise to a conflict of interest.

In considering related person transactions, the Audit Committee, or other independent body of the Board, will take into account the relevant available facts and circumstances including, but not limited to:

• the risks, costs and benefits to SoundHound;

• the impact on a director’s independence in the event that the related person is a director, immediate family member of a director or an entity with which a director is affiliated;

• the availability of other sources for comparable services or products;

• the terms available to or from, as the case may be, unrelated third parties or to or from employees generally.

The policy requires that, in determining whether to approve, ratify or reject a related person transaction, the Audit Committee, or other independent body of the Board, must consider, in light of known circumstances, whether the transaction is in, or is not inconsistent with, SoundHound’s best interests and those of SoundHound’s stockholders, as the Audit Committee, or other independent body of the Board, determines in the good faith exercise of its discretion.

Certain of the foregoing disclosures are summaries of certain provisions of our related party agreements, and are qualified in their entirety by reference to all of the provisions of such agreements.

Because these descriptions are only summaries of the applicable agreements, they do not necessarily contain all of the information that you may find useful.

Copies of certain of the agreements (or forms of the agreements) have been filed as exhibits to the registration statement of which this prospectus is a part, and are available electronically on the website of the SEC at www.sec.gov .

Director Independence

Our Board is responsible for determining the independence of our directors.

For purposes of determining director independence, our Board has applied the definitions set forth in Nasdaq Listing Rule 5605(a)(2) and the related rules of the SEC.

Based upon its evaluation, our Board has affirmatively determined that the following directors meet the standards of independence:

Dr Eric Ball, Larry Marcus and Diana Sroka.

Principal Accounting Fees and Services

The information required by this item will be included in the Proxy Statement.

Appointment of Independent Registered Public Accounting Firm

The Audit Committee appoints our independent registered public accounting firm.

In this regard, the Audit Committee evaluates the qualifications, performance and independence of our independent registered public accounting firm and determines whether to re-engage our current firm.

As part of its evaluation, the Audit Committee considers, among other factors, the quality and efficiency of the services provided by the firm, including the performance, technical expertise, industry knowledge and experience of the lead audit partner and the audit team assigned to our account;

the overall strength and reputation of the firm;

the firm’s capabilities relative to our business;

and the firm’s knowledge of our operations.

PricewaterhouseCoopers LLP has served as our independent registered public accounting firm since 2023.

Neither the accounting firm nor any of its members has any direct or indirect financial interest in or any connection with us in any capacity other than as our auditors and providing audit and permissible non-audit related services.

Prior to the appointment of PricewaterhouseCoopers LLP, Armanino LLP served as the Company’s independent registered public accounting firm from 2020 through 2023.

Audit, Audit-Related and All Other Fees

Audit fees consist of fees billed for professional services rendered for the audit of our consolidated financial statements, including business combination activities during the year, the audit of our internal control over financial reporting, reviews of our quarterly financial statements, and reviews of SEC registration statements and related consents and comfort letters.

The aggregate fees billed by PricewaterhouseCoopers LLP for audit fees, inclusive of required filings with the SEC for the years ended December 31, 2025 and 2024 totaled $3,800,000 and $4,999,000, respectively.

Audit-Related Fees

Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our year-end financial statements and are not reported under “Audit Fees.” There were no audit-related fees billed by PricewaterhouseCoopers LLP for the years ended December 31, 2025 and 2024.

Tax fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice.

There were no tax fees billed by PricewaterhouseCoopers LLP for the years ended December 31, 2025 and 2024.

All Other Fees

An aggregate of $2,000 and $2,000 was billed by PricewaterhouseCoopers LLP as other fees for the years ended December 31, 2025 and 2024, respectively.

Pre-Approval Policy

Since the formation of our Audit Committee, and on a going-forward basis, the Audit Committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the Audit Committee prior to the completion of the audit).

Exhibits and Financial Statement Schedules

12 unchanged sentences

Amelia Holding II, LLC Credit Agreement

3.1 Second Amended and Restated Certificate of Incorporation of SoundHound AI, Inc.

Agreement and Plan of Merger, dated September 3, 2025, by and among SoundHound, Inc., Iris Merger Sub, Inc., Shareholder Representative Services LLC, Interactions Corporation and SoundHound AI, Inc.

3.1 Restated Certificate of Incorporation

8-K 3.1 05/30/25

1 unchanged sentence

8-K 3.2 05/02/22

3.3 SoundHound AI, Inc.

Certificate of Designations of Preferences, Rights and Limitations of Series A Convertible Preferred Stock.

8-K 3.1 01/24/23

4.1 Amended and Restated Warrant Agreement.

36 unchanged sentences

Form of Stock Option Award Agreement.

Form of Equity Distribution Agreement, dated April 9, 2024

Form of Equity Distribution Agreement, dated November 8, 2024

Form of Equity Distribution Agreement, dated January 27, 2025

1 unchanged sentence

Subsidiaries of the Company

23.1* Consent of PricewaterhouseCoopers

23.2* Consent of Armanino LLP

23.1* Consent of PricewaterhouseCoopers LLP

31.1* Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

35 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures