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You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and accompanying notes included in this Annual Report on Form 10-K.
−Removed: This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
−Removed: These statements are often identified by the use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “will,” “would” or the negative or plural of these words or similar expressions or variations.
−Removed: Such forward-looking statements are subject to a number of risks, uncertainties, assumptions, and other factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by the forward-looking statements.
−Removed: Factors that could cause or contribute to such differences include, but are not limited to, those identified herein, those discussed in the section titled “Risk Factors” set forth in Part I, Item 1A of this Annual Report on Form 10-K and in our other SEC filings.
−Removed: You should not rely upon forward-looking statements as predictions of future events.
−Removed: Furthermore, such forward-looking statements speak only as of the date of this report.
−Removed: Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.
We are a leading public safety technology company that combines data-driven solutions and strategic advisory services for law enforcement, security teams and civic leadership.
In April 2023, we changed the company name, ShotSpotter, Inc., to SoundThinking, Inc., reflecting our broader impact on public safety through a growing set of industry-leading law enforcement tools and community-focused solutions.
−Removed: As part of the rebranding, we introduced our SafetySmart TM platform that includes six data-driven tools consisting of:
−Removed: (i) our flagship product, ShotSpotter ® , our leading outdoor gunshot detection, location and alerting system trusted by 177 cities and 20 universities and corporations as of December 31, 2024, (ii) CrimeTracer, a leading law enforcement search engine that enables investigators to search through more than one billion criminal justice records from across jurisdictions to generate tactical leads and quickly make intelligent connections to solve cases, (iii) CaseBuilder, a one-stop investigative management system for tracking, reporting, and collaborating on cases, (iv) ResourceRouter , which directs the deployment of patrol and community anti-violence resources in an objective way to help maximize the impact of limited resources and improve community safety, (v) PlateRanger powered by Rekor ® , an ALPR and vehicle identification solution that leverages AI and machine learning to enhance investigative efficiency and provide real-time data sharing for law enforcement, introduced in July 2024 through a strategic partnership with Rekor Systems, Inc.
−Removed: and (vi) SafePointe , an AI-based weapons detection system.
−Removed: We also offer other security solutions within our flagship product offering ShotSpotter, including ShotSpotter for Campus and ShotSpotter for Corporate that are typically smaller-scale deployments of ShotSpotter vertically marketed to universities, corporate campuses and key infrastructure centers to mitigate risk and enhance security by notifying authorities of outdoor gunfire incidents, saving critical minutes for first responders to arrive.
−Removed: SoundThinking Labs supports innovative uses of the Company's technology to help protect wildlife and the environment.
+Added: As part of the rebranding, we introduced the SafetySmart TM platform that includes six data-driven tools consisting of:
+Added: (i) our flagship product, ShotSpotter ® , our leading outdoor gunshot detection, location and alerting system trusted by 178 cities and 22 universities and corporations as of December 31, 2025;
+Added: (ii) CrimeTracer TM , an agency-wide crime data and intelligence platform that enables investigators, analysts, patrol officers and command staff to search through more than one billion criminal justice records from across jurisdictions, leverage dashboards and AI-assisted tools to generate tactical leads, and quickly make intelligent connections to solve cases;
+Added: (iii) CaseBuilder TM , a one-stop investigative case management system for tracking, reporting, and collaborating on cases;
+Added: (iv) ResourceRouter TM , which directs the deployment of patrol and community anti-violence resources in an objective way to help maximize the impact of limited resources and improve community safety;
+Added: (v) PlateRanger TM powered by Rekor ® , an ALPR and vehicle identification solution that leverages AI and machine learning to enhance investigative efficiency and provide real-time data sharing for law enforcement and (vi) SafePointe TM , an AI-based weapons detection system designed to provide discreet, high-throughput screening that complements physical security measures without compromising visitor experience.
+Added: These solutions may operate independently or together as an integrated system that connects detection, data analysis, resource deployment and case management workflows.
+Added: We also offer other security use-case specific solutions, including ShotSpotter for Campus and ShotSpotter for Corporate, which are typically smaller-scale deployments of ShotSpotter gunshot detection vertically marketed to universities, corporate campuses and key infrastructure centers to mitigate risk and enhance security by notifying authorities of outdoor gunfire incidents, saving critical minutes for first responders to arrive.
+Added: In the first quarter of 2025, we rolled out a perimeter-based sniper gunshot detection solution targeting utility substations, with initial pilots aimed at utility customers, conducted through SoundThinking Labs.
+Added: SoundThinking Labs supports innovative use cases of the Company's technology to help protect wildlife and the environment.
Our gunshot detection solutions consist of highly-specialized, cloud-based software integrated with proprietary, internet-enabled sensors designed to detect outdoor gunfire.
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Our software sends gunfire data along with the audio of the triggering sound to our Incident Review Center (“IRC”), where our trained incident review specialists are on duty 24 hours a day, seven days a week, 365 days a year to screen and confirm actual gunfire incidents.
−Removed: Our trained incident review specialists can supplement alerts with
−Removed: additional tactical information, such as the potential presence of multiple shooters or the use of high-capacity weapons.
+Added: Our trained incident review specialists can supplement alerts with additional tactical information, such as the potential presence of multiple shooters or the use of high-capacity weapons.
Gunshot incidents reviewed by our IRC result in alerts typically sent within approximately 45 seconds of the receipt of the gunfire incident.
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We generate annual subscription revenues from the deployment of ShotSpotter on a per-square-mile basis.
−Removed: Our security solutions, ShotSpotter for Campus, and ShotSpotter for Corporate are typically sold on a subscription basis, each with a customized deployment plan.
−Removed: Our ResourceRouter solution, CaseBuilder an offering of CaseBuilder focused on gun violence, and CrimeTracer are also sold on a subscription basis generally customized based on the number of sworn officers in a particular city.
+Added: Our security solutions, ShotSpotter for Campus and ShotSpotter for Corporate are typically sold on a subscription basis, each with a
+Added: customized deployment plan.
+Added: Our ResourceRouter solution, CaseBuilder, PlateRanger and CrimeTracer are also sold on a subscription basis generally customized based on the number of sworn officers in a particular city.
We generate annual subscription revenues from the deployment of SafePointe on a per-lane basis, a lane being the detection area between two lanes.
As of December 31, 2025, we had ShotSpotter, ShotSpotter for Campus, and ShotSpotter for Corporate coverage areas under contract for over 1,092 square miles, of which over 1,064 square miles had gone live.
−Removed: Coverage areas under contract for ShotSpotter included 177 cities and coverage areas under contract for ShotSpotter for Campus and ShotSpotter for Corporate included 20 campuses/sites across the United States, South Africa, Brazil and the Bahamas, including some of the largest cities in the United States.
+Added: Coverage areas under contract for ShotSpotter included 178 cities and coverage areas under contract for ShotSpotter for Campus and ShotSpotter for Corporate included 22 campuses/sites across the United States, South Africa, Brazil, Uruguay and the Bahamas, including some of the largest cities in the United States.
As of December 31, 2025, we had 291 SafePointe lanes under contract.
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We have no long-term contracts with these manufacturers and purchases from them are generally on a purchase order basis.
−Removed: Although we use a limited number of suppliers and contract manufacturers, we believe that we could find alternate suppliers or manufacturers if circumstances required us to do so, in part because a portion of the components required by our solutions are available off the shelf.
+Added: Although we use a limited number of suppliers and contract manufacturers, we believe that we could find
+Added: alternate suppliers or manufacturers if circumstances required us to do so, in part because a portion of the components required by our solutions are available off the shelf.
We generated revenues of $104.1 million, $102.0 million and $92.7 million for the years ended December 31, 2025, 2024 and 2023, respectively, representing year-over-year increases of 2% and 10%.
For the years ended December 31, 2025, 2024 and 2023, revenues from ShotSpotter represented approximately 64%, 71% and 70% of total revenues, respectively.
−Removed: Our two largest customers, the City of New York and the City of Chicago, each accounted for 23% and 10%, respectively, of our total revenues for the year ended December 31, 2024.
+Added: Our largest customer, the City of New York, accounted for 29% of our total revenues for the year ended December 31, 2025.
The City of New York and the City of Chicago each accounted for 23% and 10%, respectively, of our total revenues for the year ended December 31, 2024.
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Our contract with the City of Chicago ended in November 2024.
−Removed: We had net loss of $9.2 million for the year ended December 31, 2024, net loss of $2.7 million for the year ended December 31, 2023, and net income of $6.4 million for the year ended December 31, 2022.
+Added: We had net loss of $9.4 million for the year ended December 31, 2025, net loss of $9.2 million for the year ended December 31, 2024 and net loss of $2.7 million for the year ended December 31, 2023.
Our accumulated deficit was $113.7 million and $104.3 million as of December 31, 2025 and 2024, respectively.
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We have focused on rapidly growing our business and believe that our future growth is dependent on many factors, including our ability to increase our customer base, expand the coverage of our solutions among our existing customers, expand our international presence, increase sales of our security solutions and retain our customers.
−Removed: Our future growth will primarily depend on the market acceptance for outdoor gunshot detection solutions.
+Added: Our future growth will primarily depend on the market acceptance for outdoor gunshot detection solutions and expanding into new markets for our other security solutions.
Challenges we face in this regard include our target customers not having access to adequate funding sources, the fact that contracting with government entities can be complex, expensive and time-consuming, the fact that our typical sales cycle is often very long and difficult to estimate accurately and the fact that negative publicity about our company can and has caused current and potential future customers to evaluate the sales of our solutions more than in the past.
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In addition, we believe that entering into strategic partnerships with other service providers to cities and municipalities offers another potential avenue for expansion.
−Removed: We will also focus on expanding our business by introducing new products and services to existing customers, such as ResourceRouter, CrimeTracer and as a result of our acquisition of SafePointe, an AI-driven weapon detection system, and acquiring intellectual property assets.
+Added: We will also focus on expanding our business by introducing new products and services to existing customers, such as ResourceRouter, CrimeTracer and SafePointe, an AI-driven weapon detection system, and acquiring intellectual property assets.
+Added: For instance, we have an opportunity to grow in the healthcare vertical with California’s AB 2975 mandate, which requires weapons detection systems in all general acute care and psychiatric hospitals in 2027.
+Added: We believe this legislation has created a substantial addressable market opportunity for us.
We believe that developing and acquiring products for law enforcement in adjacent categories is a path for additional growth.
We believe our large and growing installed base of police departments who trust SoundThinking’s products, support, and way of doing business provide revenue growth opportunities.
−Removed: The ability to cross-sell new products provides an opportunity to grow revenues per customer and
−Removed: lifetime value.
+Added: The ability to cross-sell new products provides an opportunity to grow revenues per customer and lifetime value.
+Added: We will also focus on expanding into new markets in conjunction with new regulations in California requiring weapons detection systems in hospitals and exploring other new markets such as casinos.
Challenges we face in this area include ensuring our new products are reliable, integrated well with other SoundThinking solutions, and priced and serviced appropriately.
−Removed: In some cases, we will need to bring in new skill sets to properly develop, market, sell or service these new products depending on the categories they represent.
+Added: In some cases, we will need to bring in new skill sets to properly develop, market, sell or service these new products depending on the categories they
Consistent with this strategy, we expanded our suite of solutions with the acquisitions of Technologic, Forensic Logic and SafePointe.
With respect to international sales, we believe that we have the potential to expand our coverage within existing areas, and to pursue opportunities in Latin America and other regions of the world.
−Removed: By adding additional sales resources in strategic locations, we believe we will be better positioned to reach these markets.
+Added: By adding additional sales resources in strategic locations, including our recent hire of a Vice President in Brazil, we believe we will be better positioned to reach these markets.
However, we recognize that we have limited international operational experience and currently operate in a limited number of regions outside of the United States.
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Net New “Go-Live” Cities
−Removed: Net new “go-live” cities represent the number of cities covered by deployments of our gunshot detection solutions that were formally approved by customers during the year, both from initial and expanded customer deployments, net of cities that ceased to be “live” during the year due to customer cancellations.
+Added: Net new “go-live” cities represent the number of cities covered by deployments of our gunshot detection solutions that were formally approved by customers during the year, both from initial and expanded customer
+Added: deployments, net of cities that ceased to be “live” during the year due to customer cancellations.
New cities include deployed coverage areas that may have been sold, or booked, in a prior period.
−Removed: We focus on net new “go-live” cities as a key business metric to measure our operational performance and market penetration.
+Added: We focus on net new “go-live” cities as a key business metric to measure our operational performance and customer reach.
Annual Recurring Revenue
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Our security solutions, ShotSpotter for Campus and ShotSpotter for Corporate are typically sold on a subscription basis, each with a customized deployment plan.
−Removed: Our ResourceRouter, CaseBuilder and CrimeTracer solutions are also sold on a subscription basis generally customized based on the number of sworn officers in a particular city.
+Added: Our ResourceRouter, CaseBuilder, PlateRanger and CrimeTracer solutions are also sold on a subscription basis generally customized based on the number of sworn officers in a particular city.
We derive the majority of our revenues from subscription services.
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For ShotSpotter sales to cities, we generally invoice customers for 50% of the total contract value when the contract is fully executed and for the remaining 50% when the subscription service is operational and ready to go live – that is, when the customer has acknowledged the completion of all the deliverables in the signed customer acceptance form.
−Removed: For SafePointe, we generally invoice the first year's subscription price when the contract is fully executed.
+Added: For SafePointe, we generally invoice 50% of the first year's subscription price when the contract is fully executed and the remaining 50% as described above.
For ShotSpotter for Campus, ShotSpotter for Corporate and CrimeTracer, we generally invoice customers 100% of the total contract value when the subscription service is operational, which is often soon after contract execution.
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For SafePointe, our pricing model is based on a per-lane basis.
−Removed: For ShotSpotter for Campus, ShotSpotter for Corporate and CaseBuilder, our pricing model is on a customized-site basis.
−Removed: For ResourceRouter, CaseBuilder and CrimeTracer, pricing is currently customized, generally tied to the number of sworn police officers in a particular agency.
+Added: For ShotSpotter for Campus, ShotSpotter for Corporate, CaseBuilder and PlateRanger, our pricing model is on a customized-site basis.
+Added: For ResourceRouter, CaseBuilder, PlateRanger and CrimeTracer, pricing is currently customized, generally tied to the number of sworn police officers in a particular agency.
We may also offer discounts or other incentives in conjunction with all ShotSpotter sales in an effort to introduce the product, accelerate sales or extend renewals for a longer contract term.
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Costs include the cost of revenues and impairment of property and equipment.
−Removed: Cost of revenues primarily includes depreciation expense associated with capitalized customer acoustic sensor networks, communication expenses, costs related to hosting our service applications, costs related to operating our IRC, providing remote and on-site customer support and maintenance and forensic services, providing customer training and onboarding services, certain personnel and related costs of operations, stock-based compensation and allocated overheads that include information technology, facility and equipment depreciation costs.
+Added: Cost of revenues for ShotSpotter primarily includes depreciation expense associated with capitalized customer acoustic sensor networks, communication expenses, costs related to hosting our service applications, costs related to operating our IRC, providing remote and on-site customer support and maintenance and forensic services, providing customer training and onboarding services, certain personnel and related costs of operations, stock-based compensation and allocated overheads that include information technology, facility and equipment depreciation costs.
Cost of revenues for our SafePointe solution are similar except that depreciation of the capitalized customer equipment is smaller due to the lower costs of SafePointe customer equipment.
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The unpredictability of the timing of entering into significant professional services agreements may cause significant fluctuations in our costs which, in turn, may impact our quarterly financial results.
−Removed: The cost of revenues for CrimeTracer, ResourceRouter and CaseBuilder is generally related to employee compensation costs and data center hosting services, both of which are relatively fixed.
+Added: The cost of revenues for CrimeTracer, ResourceRouter, CaseBuilder and PlateRanger is generally related to employee compensation costs and data center hosting services, both of which are relatively fixed.
Operating Expenses
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The initial focus of these efforts is to develop innovative sensor applications as well as to test and expand the functionality of our outdoor sensors in challenging environmental conditions.
+Added: As mentioned above, we are piloting a perimeter-based sniper gunshot detection solution targeting utility substations, with initial pilots aimed at utility customers.
In the near term, we expect our research and development expenses to increase in absolute dollars and as a percentage of revenues as we increase our research and development headcount to further strengthen our software and invest in the development of our services.
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In the near term, we expect our general and administrative expenses to increase in both absolute dollars and as a percentage of revenues as we grow our business.
−Removed: Change in Fair Value of Contingent Consideration
−Removed: Change in fair value of contingent consideration primarily consists of increases or decreases in our contingent consideration liabilities recorded for potential earnouts from our acquisitions of Forensic Logic, Technologic and SafePointe.
−Removed: The changes result from revenue actuals and revised revenue estimates utilized in the fair value methodology to estimate the contingent liability for the earnouts.
Other Income (Expense), Net
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Total operating expenses
−Removed: Operating income (loss)
+Added: Operating loss
Other expense, net
Provision for income taxes
−Removed: Net income (loss)
−Removed: The increase of $9.3 million was primarily attributable to an $6.2 million increase in revenues from new customers and expansions of existing customer coverage areas, $2.0 million increase due to 12 months of revenue in 2024 compared to four months in 2023 from acquisition of Safepointe and $2.0 million increase from new CaseBuilder customers.
−Removed: ShotSpotter went live in 20 new cities and five universities during the year ended December 31, 2024.
−Removed: Revenue was affected by the delay of approximately $3.5 million of two contract renewals with the City of New York, which were renewed in first quarter of 2025.
−Removed: The increase in costs of $4.2 million was primarily due to 12 months of expenses related to SafePointe in 2024 compared to four months in 2023, as well as personnel-related costs as we continue to grow our business.
−Removed: In addition, operating expenses in 2023 included the continent consideration adjustment of $5.7 million in 2023 associated with the Forensic Logic and SafePointe acquisitions.
−Removed: Gross profit as a percentage of revenues remained stable.
+Added: The increase of $2.1 million was primarily attributable to an $9.0 million increase in revenues from new customers and expansions of existing customer coverage areas, $3.7 million increase in revenue from New York City, $3.5 million of catch-up revenue from two three-year contract renewals with the New York City Police Department which were renewed in the first quarter of 2025 and $0.8 million increase from Puerto Rico, offset by a reduction in revenue due to non-renewal of contracts of $14.9 million of which $9.7 million was related to the City of Chicago.
+Added: ShotSpotter went live in 10 new cities and 2 universities during the year ended December 31, 2025.
+Added: The increase in costs of $3.3 million was primarily due to an increase of $2.2 million in information technology (“IT”) costs and $1.3 million in reimbursable product cost, offset by a reduction of $0.2 million in payroll and compensation related to headcount and other expense.
+Added: Gross profit as a percentage of revenues decreased 2% compared to 2024.
Operating Expenses
Sales and Marketing Expense
−Removed: Sales and marketing expense increased by $1.2 million and was primarily due to 12 months of expenses related to SafePointe in 2024 compared to four months in 2023, offset by $0.7 million reduced costs in outside commission.
+Added: Sales and marketing expense decreased by $2.0 million, primarily due to $1.7 million in commission expense related to brokerage services for the contract with the NYPD in 2024 without a corresponding service for the contract with the NYPD in 2025 and a decrease of $0.3 million in other sales and marketing expense.
Research and Development Expense
−Removed: Research and development expense increased by $1.8 million primarily due to 12 months of expenses related to SafePointe in 2024 compared to four months in 2023.
+Added: Research and development expense increased by $1.9 million, primarily due to an increase of $1.0 million in consulting expense associated with SafePointe and a $0.9 million increase in IT expense related to our investments in enhancing our AI capabilities.
General and Administrative Expense
−Removed: General and administrative expense increased by $3.3 million and was primarily due to a $2.2 million increase in stock-based compensation, a $0.9 million increase in bonus expense and a $1.4 million increase due to 12 months of expenses related to SafePointe in 2024 compared to four months in 2023, and offset by decrease of $1 million in legal fees related to the 2023 acquisition of SafePointe.
+Added: General and administrative expense decreased by $0.7 million, primarily due to a decrease of $1.0 million in IT and facility expenses and a $0.3 million decrease in legal expense, offset by a $0.4 million increase in insurance and license fees and a $0.2 million increase in accounting and consulting fees related to our efforts to comply with the requirement to include an auditor attestation report on the effectiveness of our internal control over financial reporting in our annual report on Form 10-K as a result of our expectation of becoming an accelerated filer in the future.
Change in Fair Value of Contingent Consideration
−Removed: The fair value of contingent consideration related to our acquisitions decreased by $0.6 million during the year ended December 31, 2024.
−Removed: This reflected a decrease in the fair value of the SafePointe contingent consideration liability, based upon revised 2024 and 2025 revenue estimates utilized in the fair value methodology to estimate the contingent liability for the earnouts.
+Added: There was no fair value adjustment for contingent consideration liabilities during 2025 resulting in a decrease of $0.6 million compared to 2024.
Restructuring Expense
−Removed: Restructuring expense related to the workforce reduction during 2024 amounted to $0.3 million, consisting of cash expenditures for severance and other employee separation-related costs.
+Added: Restructuring expense during 2025 amounted to $0.2 million, consisting of cash expenditures for employee separation-related costs and in 2024 the restructuring expense of $0.3 million was related to a workforce reduction.
Other Income (Expense), Net
−Removed: Other income (expense) did not increase materially compared with the prior year.
+Added: Other expense did not increase materially compared with the prior year.
Our income taxes are based on the amount of our taxable income and enacted federal, state, and foreign tax rates, adjusted for allowable credits, deductions and the valuations allowance against deferred tax assets, as applicable.
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Comparison of the Years Ended December 31, 2024 and 2023
−Removed: For discussion of our 2023 results and a comparison with 2022 results please refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Conditions and Results of Operations" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 that was filed with the SEC on April 1, 2024 (the "2023 Form 10-K").
+Added: For discussion of our 2024 results and a comparison with 2023 results please refer to Part II, Item 7, “Management's Discussion and Analysis of Financial Conditions and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 that was filed with the SEC on March 31, 2025 (the “2024 Form 10-K”).
Liquidity and Capital Resources
Sources of Funds
−Removed: Our operations have been financed primarily through net proceeds from the sale of equity, debt financing arrangements and cash from operating activities.
−Removed: Our principal source of liquidity is cash and cash equivalents totaling $13.2 million and account receivable of $25.5 million as of December 31, 2024.
−Removed: On December 31, 2024, our available credit facility was approximately $21.0 million and we had $4.0 million outstanding on our line of credit, which was primarily used to fund our acquisition of SafePointe.
+Added: Our operations are financed primarily through net proceeds from debt financing arrangements and cash from operating activities.
+Added: Our principal source of liquidity is cash and cash equivalents totaling $15.8 million and accounts receivable of $28.6 million as of December 31, 2025.
+Added: On December 31, 2025, we had $36.0 million available borrowing capacity under our revolving credit facility.
We believe our existing cash and cash equivalent balances, our available credit facility and cash flow from operations will be sufficient to meet our working capital and capital expenditure requirements for at least the next 12 months.
−Removed: We believe that despite our negative working capital, the costs to perform the short-term deferred revenue is relatively low compared to the balance of $38.4 million.
+Added: We believe that despite our negative working capital, the costs to perform the short-term deferred revenue is relatively low compared to the balance of our deferred revenue of $40.0 million.
However, should additional working capital be needed, we can utilize our unused credit facility.
We believe that we will meet longer term expected future working capital and capital expenditure requirements through a combination of cash flows from operating activities, available cash balances and our available credit facility.
−Removed: Our future capital requirements may vary materially from those currently planned and will depend on many factors, including our rate of revenues growth, the timing and extent of spending on sales and marketing, the expansion of sales and marketing activities, the timing of new product introductions, market acceptance of our products, and overall economic conditions.
+Added: Our future capital requirements may vary materially from those currently planned and will depend on many factors, including our rate of revenue growth, the timing and extent of spending on sales and marketing, the expansion of sales and marketing activities, the timing of new product introductions, market acceptance of our products, and overall economic conditions.
We may also seek additional capital to fund our operations, including through the sale of equity or debt financings.
−Removed: To the extent that we raise additional capital through the future sale of equity, the ownership interest of our stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our existing common
−Removed: stockholders.
+Added: To the extent that we raise additional capital through the future sale of equity, the ownership interest of our stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our existing common stockholders.
The incurrence of debt financing would result in debt service obligations and the instruments governing such debt could provide for operating and financing covenants that would restrict our operations.
Additionally, there is no guarantee that debt or equity financing will be available to us on terms that are favorable to us, or at all.
−Removed: Our historical uses of cash have primarily consisted of cash used for operating activities, such as expansion of our sales and marketing operations, research and development activities and other working capital needs, and cash used in investing activities, such as property and equipment expenditures to install infrastructure in customer cities in order to deliver our solutions and acquisitions.
−Removed: Our expected material cash requirements are similar to our historical uses of cash as well as in connection with contingent earnouts, our stock repurchase program and repayment of any outstanding debt obligations under our credit facility, each as described below.
−Removed: In August 2023, we completed the acquisition of SafePointe for purchase consideration of $25.6 million, consisting of $11.4 million in cash, subject to working capital adjustments, and the issuance of 549,579 shares of our common stock that was valued at $11.2 million at the time of acquisition.
−Removed: We used $7.0 million of our credit facility to complete this acquisition.
−Removed: The purchase consideration also included contingent consideration valued at $3.0 million at the time of acquisition, which is related to a contingent earnout payable of up to $11.5 million based on SafePointe's revenues generated during the remainder of 2023 through 2025.
−Removed: Any earned amounts will be payable within approximately 120 days after the end of the target year.
−Removed: In August 2023, we entered into an agreement to purchase patents, source codes and a customer list for $0.5 million in cash and $0.1 million in the form of 4,638 shares of our common stock, based on the closing price on the date of purchase.
−Removed: In January 2022, we acquired Forensic Logic for purchase consideration of $31.6 million, consisting of $4.9 million in cash, subject to working capital adjustments, 464,540 shares of our common stock that were valued at $14.3 million at the time of the acquisition.
−Removed: The purchase consideration also included an earnout.
−Removed: The acquisition date fair value of the contingent earnout was $12.4 million, payable in cash based on Forensic Logic's revenues generated during the years ended December 31, 2022 and 2023.
−Removed: The earnout for 2022 and 2023 was not earned, so no amounts will be paid.
−Removed: In November 2020, we completed the acquisition of Technologic for purchase consideration of $21.6 million in cash, subject to working capital adjustments, and the issuance of 63,901 shares of our common stock that were valued at $2.0 million at the time of the acquisition.
−Removed: The purchase consideration also included an earnout payable based on Technologic's revenues generated during the years ended December 31, 2021 and 2022.
−Removed: The earnout for 2021 was not earned, so no amounts were paid in respect of this earnout in 2022.
−Removed: The $1.5 million contingent earnout for 2022 was earned and paid in March 2023.
Stock Repurchase Program
−Removed: In May 2019, our board of directors approved a stock repurchase program for up to $15.0 million of our common stock.
−Removed: During the year ended December 31, 2022, we repurchased 106,992 shares of our common stock at an average price of $28.81 per share for $3.1 million and used up the remaining balance under the May 2019 stock repurchase program in the third quarter ended September 30, 2022.
−Removed: These repurchases were made in open market transactions using cash on hand, and all of the shares repurchased were retired.
−Removed: In November 2022, our board of directors approved a new stock repurchase program (the "2022 Repurchase Program") for up to $25.0 million of our common stock.
+Added: In November 2022, our board of directors approved a stock repurchase program (the “2022 Repurchase Program”) for up to $25.0 million of our common stock.
The shares may be repurchased from time to time in open market transactions, in privately negotiated transactions or by other methods in accordance with federal securities laws.
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Credit Facility
−Removed: In September 2018, we entered into our Umpqua Credit Agreement, initially providing for borrowing capacity of $10.0 million.
−Removed: The agreement was amended in November 2022 to increase the size of our available credit facility to $25.0 million with an expiration date of October 15, 2024, and further amended in February 2024 to extend the expiration date to October 15, 2025.
−Removed: The revolving loan facility is for general working capital purposes.
−Removed: Our available credit facility as of December 31, 2024 was $21.0 million.
−Removed: On December 31, 2024, there was $4.0 million outstanding on our line of credit.
−Removed: The Umpqua Credit Agreement subjects us to certain restrictive and financial covenants, see the risk entitled “The incurrence of debt may impact our financial position and subject us to additional financial and operating restrictions ” in Part I, Item 1A, Risk Factors , included in this Annual Report on Form 10-K .
−Removed: We are in compliance with all covenants under the Umpqua Credit Agreement as of December 31, 2024.
+Added: We have a revolving credit facility for available borrowings of up to $40.0 million under our Credit Agreement with Columbia Bank (previously known as Umpqua Bank) (the “Credit Agreement”).
+Added: The credit facility matures on October 15, 2027.
+Added: The revolving credit facility is for general working capital purposes.
+Added: On December 31, 2025, we had $4.0 million outstanding on our line of credit, with an available borrowing capacity of $36.0 million.
+Added: The Credit Agreement subjects us to certain restrictive and financial covenants, see the risk entitled “The incurrence of debt may impact our financial position and subject us to additional financial and operating restrictions ” in Part I, Item 1A, Risk Factors , included in this Annual Report on Form 10-K .
+Added: We are in compliance with all covenants under the Credit Agreement as of December 31, 2025.
Comparison of Years Ended December 31, 2025 and 2024
8 unchanged sentences
Operating Activities
−Removed: Our net income (loss) and cash flows provided by operating activities are impacted by more collections and increase in deferred revenue in 2024 and offset by timing of account receivable collection and accruals for increased expenses.
−Removed: Net cash provided by operating activities increased by $11.3 million in the year ended December 31, 2024 compared to net cash provided in the same period of 2023, primarily due to an increase of $4.4 million in the change of deferred revenue and an increase of $4.4 million in account receivable collection and $1.9 million in other liabilities.
+Added: Our net loss and cash flows provided by operating activities are impacted by more collections and increase in deferred revenue in 2025 and offset by timing of account receivable collection and payments for accruals for increased expenses.
+Added: Net cash provided by operating activities decreased by $12.9 million in the year ended December 31, 2025 compared to net cash provided in the same period of 2024, primarily due to a decrease of $8.8 million in account receivable collection from contracts with the New York City Police Department, a decrease of $2.5 million in the change of deferred revenue and $2.6 million in other liabilities.
Investing Activities
−Removed: Our investing activities consist primarily of capital expenditures to install our solutions in customer coverage areas, purchases of property and equipment, and investments in intangible assets.
+Added: Our investing activities consist primarily of business acquisition expenditures, capital expenditures to install our solutions in customer coverage areas, purchases of property and equipment, and investments in intangible assets.
Investing activities used $4.5 million and $6.4 million in the years ended December 31, 2025 and 2024, respectively.
−Removed: We completed our acquisition of SafePointe for approximately $11.0 million in cash, net of $0.4 million cash acquired at closing during the year December 31, 2023.
+Added: This was primarily driven by investments of $4.4 million and $6.3 million in property and equipment installed for our solutions in customer coverage areas in 2025 and 2024, respectively.
Financing Activities
1 unchanged sentence
Financing activities used $2.4 million in cash during the year ended December 31, 2025.
−Removed: This was primarily due to $3.0 million in payment on our line of credit and $6.0 million in payments for repurchases of our common stock, offset by $0.7 million in proceeds from ESPP purchases.
−Removed: We paid $1.5 million for contingent consideration liability in 2023 and $5.6 million for common stock repurchase and raised $7.0 million from line of credit.
+Added: This was primarily due to $3.0 million in payments for repurchases of our common stock, offset by $0.6 million in proceeds from ESPP purchases.
+Added: Financing activities used $8.2 million in cash during the year ended December 31, 2024, primarily due to $3.0 million in payment on our line of credit and $6.0 million in payments for repurchases of our common stock, offset by $0.7 million in proceeds from ESPP purchases
Comparison of the Years Ended December 31, 2024 and 2023
8 unchanged sentences
Revenue Recognition
−Removed: Revenue Recognition
+Added: For a full description of our revenue policy, refer to Note 2.
+Added: Summary of Significant Accounting Policies, to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
We recognize revenue in accordance with ASC 606, Revenue from Contracts with Customers.
4 unchanged sentences
Determination of Standalone Selling Prices (SSP) – When contracts contain multiple performance obligations, we allocate transaction prices based on the relative SSP of each component.
−Removed: This requires management judgment, particularly when there is no observable selling price.
Timing of Revenue Recognition – Subscription fees are generally recognized ratably over the contract term.
−Removed: However, upfront fees and non-refundable payments require assessment to determine whether they represent a separate performance obligation.
Stock-Based Compensation
−Removed: We measure stock options and other stock-based awards granted to employees, directors and other service providers based on their fair value on the date of grant and recognize compensation expense of those awards over the requisite service period.
+Added: We measure stock options and other stock-based awards granted to employees, directors and other service providers based on their fair value on the date of grant and recognize compensation expense of those awards over the
+Added: requisite service period.
We recognize the impact of forfeitures on stock-based compensation expense as forfeitures occur.
1 unchanged sentence
We use the Black-Scholes option-pricing model to determine the fair value of stock options and ESPP shares.
−Removed: The Black-Scholes option-pricing model requires the use of highly subjective and complex assumptions to determine the fair value of the awards, including the expected term
−Removed: of the award and the price volatility of the underlying stock.
+Added: The Black-Scholes option-pricing model requires the use of highly subjective and complex assumptions to determine the fair value of the awards, including the expected term of the award and the price volatility of the underlying stock.
We calculate the fair value of the awards by using the Black-Scholes option-pricing model with the following assumptions:
6 unchanged sentences
As such, expected dividend yield is zero.
−Removed: Business Acquisitions
−Removed: We allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values.
−Removed: The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill.
−Removed: When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets and contingent consideration liabilities.
−Removed: Critical estimates in valuing such intangible assets include, but not limited to, future expected cash flows from customer relationships and developed technology and discount rates.
−Removed: Critical estimates in valuing contingent consideration liabilities include, but are not limited to, revenues estimates and discount rates.
Goodwill represents the excess of amounts paid over the fair value of net assets acquired from a business acquisition.
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We have concluded there is only one reporting unit for purposes of performing the goodwill impairment test.
−Removed: The fair value of each reporting unit is estimated primarily through the use of market capitalization as a key input.
+Added: The fair value of the reporting unit is estimated primarily through the use of market capitalization as a key input.
This analysis involves calculating our market capitalization, which is derived from multiplying our closing stock price by the number of outstanding shares, and then comparing it against the net asset value.
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We make estimates in determining the future cash flows and discount rates in the quantitative impairment test to compare the fair value to the carrying value.
+Added: There was no impairment charge during the year ended December 31, 2025
We account for income taxes under the asset and liability approach.
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Consolidated Statements of Operations
−Removed: Consolidated Statements of Comprehensive Income (Loss)
+Added: Consolidated Statements of Comprehensive Loss
Consolidated Statements of Stockholders’ Equity
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We have audited the accompanying consolidated balance sheets of SoundThinking, Inc.
−Removed: (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the "consolidated financial statements").
−Removed: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
+Added: (the “Company”) as of December 31, 2025, and 2024, the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).
+Added: In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2025 and 2024, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
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Accordingly, we express no such opinion.
−Removed: Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
+Added: Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures to respond to those risks.
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
−Removed: Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
+Added: Our audits also included evaluating the accounting principles used and significant estimates made by
+Added: management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
−Removed: The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:
+Added: Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:
(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.
−Removed: The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
−Removed: Long-Lived Asset Impairment Evaluation
−Removed: Critical Audit Matter Description
−Removed: As described in Note 2 to the consolidated financial statements, the Company reviews its long-lived assets periodically to determine whether indicators of potential impairment exist.
−Removed: Potential impairment is determined by comparing the carrying value of the assets with the expected undiscounted future cash flows to be provided by activities of the business or related asset groups.
−Removed: If the sum of the expected undiscounted future cash flows is less than the carrying value, an impairment loss would be measured by comparing the amount by which the carrying value exceeds the fair value of the asset.
−Removed: Management identified triggering events during the year ended December 31, 2024, for specific asset groups, that indicated that long-lived assets could potentially be impaired and performed an impairment test with respect to such asset groups.
−Removed: While the impairment test did not result in the recording of any impairment loss, the impairment test is complex and involves a high degree of auditor judgment and subjectivity when determining the asset groups to be evaluated for impairment, estimating expected future cash flows to be provided by activities of the identified asset groups, and estimating fair values of the assets or asset groups when applicable.
−Removed: How We Addressed the Matter in Our Audit
−Removed: The primary procedures we performed to address this critical audit matter included substantively testing the appropriateness of the judgments and assumptions used by management in conducting its impairment analysis, including:
−Removed: • Confirmed the appropriateness of the asset groups evaluated in performing management’s impairment analysis.
−Removed: • Tested management’s significant assumptions used including forecasted revenue and forecasted fixed and variable costs used in estimating the net cash flows expected to be provided by the activities of the asset groups, including the completeness and accuracy of the underlying data supporting the assumptions.
−Removed: • Evaluated audit evidence from events and transactions occurring after the measurement date.
−Removed: • Performed a sensitivity analysis over the growth rates, operating margin, and other assumptions used in management’s analysis compared to historical performance.
−Removed: • Compared previously forecasted financial information to historical results to assess the reasonableness of future forecasted financial information used in the analysis.
−Removed: • Evaluated consistency of assumptions used in management’s analysis with market and industry data.
−Removed: • Evaluated the consistency of assumptions used in management’s analysis with assumptions used in other areas of the audit.
−Removed: We have served as the Company's auditor since 2017.
+Added: We determined that there are no critical audit matters.
/s/ Baker Tilly US, LLP
1 unchanged sentence
March 30, 2026
+Added: We have served as the Company's auditor since 2017.
SoundThinking, Inc.
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Accounts payable
+Added: Accrued expenses and other current liabilities
Line of credit
Deferred revenue, short-term
−Removed: Accrued expenses and other current liabilities
Total current liabilities
1 unchanged sentence
Deferred tax liability
−Removed: Other liabilities
+Added: Operating lease liabilities, net of current portion
Total liabilities
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General and administrative
−Removed: Restructuring expense
Change in fair value of contingent consideration
+Added: Restructuring expense
Total operating expenses
−Removed: Operating income (loss)
+Added: Operating loss
Other income (expense), net
−Removed: Interest income (expense), net
+Added: Interest expense, net
Other expense, net
Total other expense, net
−Removed: Income (loss) before income taxes
+Added: Loss before income taxes
Provision for income taxes
−Removed: Net income (loss)
−Removed: Net income (loss) per share, basic
−Removed: Net income (loss) per share, diluted
−Removed: Weighted-average shares used in computing net income (loss) per share, basic
−Removed: Weighted-average shares used in computing net income (loss) per share, diluted
+Added: Net loss per share, basic and diluted
+Added: Weighted-average shares used in computing net loss per share, basic and diluted
See accompanying notes to consolidated financial statements.
SoundThinking, Inc.
−Removed: Consolidated State ments of Comprehensive Income (Loss)
+Added: Consolidated State ments of Comprehensive Loss
(In thousands)
Year Ended December 31,
−Removed: Net income (loss)
−Removed: Other comprehensive loss:
+Added: Other comprehensive income (loss):
Change in foreign currency translation adjustment, net of taxes
−Removed: Comprehensive income (loss)
+Added: Comprehensive loss
See accompanying notes to consolidated financial statements.
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Vesting of restricted stock units
−Removed: Issuance of common stock for acquisition
Stock-based compensation
6 unchanged sentences
Stock-based compensation
−Removed: Foreign currency translation loss
+Added: Foreign currency translation gain
Balance at December 31, 2025
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Cash flows from operating activities:
−Removed: Net income (loss)
−Removed: Adjustments to reconcile net income (loss) to net cash provided by operating activities:
+Added: Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation of property and equipment
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Cash paid for interest
−Removed: Cash paid for tax
+Added: Right-of-use assets obtained in exchange for lease liabilities
Non-cash investing and financing activities:
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In April 2023, the Company's name changed to SoundThinking, Inc., reflecting its broader impact on public safety through a growing set of industry-leading law enforcement tools and community-focused solutions.
−Removed: As part of the rebrand, the Company introduced its SafetySmart platform that includes six data-driven tools consisting of (i) its flagship product, ShotSpotter ® , the leading outdoor gunshot detection, location and alerting system trusted by 177 cities and 20 universities and corporations as of December 31, 2024, (ii) CrimeTracer, a leading law enforcement search engine that enables investigators to search through more than one billion criminal justice records from across jurisdictions to generate tactical leads and quickly make intelligent connections to solve crimes, (iii) CaseBuilder, a one-stop investigative management system for tracking, reporting, and collaborating on cases, (iv) ResourceRouter that directs the deployment of patrol and community anti-violence resources in an objective way to help maximize the impact of limited resources and improve community safety, (v) PlateRanger powered by Rekor ® , an advanced license plate recognition ("ALPR") and vehicle identification solution that leverages artificial intelligence ("AI") and machine learning to enhance investigative efficiency and provide real-time data sharing for law enforcement, introduced in July 2024 through a strategic partnership with Rekor Systems, Inc and (vi) SafePointe, an AI-based weapons detection system.
+Added: As part of the rebrand, the Company introduced its SafetySmart platform that includes six data-driven tools consisting of (i) its flagship product, ShotSpotter ® , the leading outdoor gunshot detection, location and alerting system trusted by 178 cities and 22 universities and corporations as of December 31, 2025, (ii) CrimeTracer TM , an agency-wide crime data and intelligence platform that enables investigators, analysts, patrol officers and command staff to search through more than one billion criminal justice records from across jurisdictions, leverage dashboards and AI-assisted tools to generate tactical leads and quickly make intelligent connections to solve crimes, (iii) CaseBuilder TM , a one-stop investigative management system for tracking, reporting, and collaborating on cases, (iv) ResourceRouter TM that directs the deployment of patrol and community anti-violence resources in an objective way to help maximize the impact of limited resources and improve community safety, (v) PlateRanger TM powered by Rekor ® , an advanced license plate recognition (“ALPR”) and vehicle identification solution that leverages artificial intelligence (“AI”) and machine learning to enhance investigative efficiency and provide real-time data sharing for law enforcement and (vi) SafePointe TM , an AI-based weapons detection system designed to provide discreet, high-throughput screening that complements physical security measures without compromising visitor experience.
+Added: These solutions may operate independently or together as an integrated platform that connects detection, data analysis, resource deployment and case management workflows.
The Company offers its solutions on a software-as-a-service subscription model to its customers.
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In 2019, the Company created a technology innovation unit, SoundThinking Labs, to expand its efforts supporting innovative uses of its technology to help protect wildlife and the environment.
+Added: In the first quarter of 2025, the Company rolled out a perimeter-based sniper gunshot detection solution targeting utility substations, with initial pilots aimed at utility customers, conducted through SoundThinking Labs.
Additionally, the Company provides maintenance and support services and professional software development services to two customers, through sales channel intermediaries.
5 unchanged sentences
GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding financial reporting.
−Removed: In the opinion of management, the accompanying consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive income (loss), stockholders’ equity and cash flows for the
−Removed: year ended December 31, 2024, but are not necessarily indicative of the results of operations or cash flows to be anticipated for any future period.
+Added: In the opinion of management, the accompanying consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive loss, stockholders’ equity and cash flows for the year
+Added: ended December 31, 2025, but are not necessarily indicative of the results of operations or cash flows to be anticipated for any future period.
The consolidated financial statements include the results of the Company and its wholly-owned subsidiaries.
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The Company generates annual subscription revenues from the deployment of ShotSpotter on a per-square-mile basis and generates annual subscription revenues from the deployment of SafePointe on a per-lane basis.
−Removed: The Company's three security solutions, ShotSpotter for Campus and ShotSpotter for Corporate, as well as CaseBuilder, CrimeTracer and ResourceRouter are typically sold on a subscription basis, each with a customized deployment plan.
+Added: The Company's three security solutions, ShotSpotter for Campus and ShotSpotter for Corporate, as well as CaseBuilder, CrimeTracer, PlateRanger and ResourceRouter are typically sold on a subscription basis, each with a customized deployment plan.
The Company generates a majority of its revenues from the sale of platform subscription services, in which gunshot data generated by Company-owned sensors and software is sold to customers through a cloud-based hosting application for a specified contract period.
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The Company generally invoices customers for 50% of the total contract value when the contract is fully executed and for the remaining 50% when the subscription service is operational and ready to go live – that is, when the customer has acknowledged the completion of all the deliverables in the signed customer acceptance form.
−Removed: This applies to ShotSpotter, ShotSpotter for ShotSpotter for Campus, ShotSpotter for Corporate, CaseBuilder, ResourceRouter and SafePointe.
+Added: This applies to ShotSpotter, ShotSpotter for Campus, ShotSpotter for Corporate, CaseBuilder, ResourceRouter, PlateRanger and SafePointe.
If it is a multi-year contract, the Company invoices 50% of the first-year fees upon contract execution and the remaining 50% of the first-year fees when the service is operational and ready to go live.
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For SafePointe, the pricing model is based on a per-lane basis.
−Removed: For ShotSpotter for Campus, ShotSpotter for Corporate and CaseBuilder, the pricing model is on a customized-site basis.
+Added: For ShotSpotter for Campus, ShotSpotter for Corporate, CaseBuilder and PlateRanger, the pricing model is on a customized-site basis.
For ResourceRouter and CrimeTracer, pricing is currently customized, generally tied to the number of sworn police officers in a particular city.
−Removed: The Company may also offer discounts or other incentives in conjunction with all ShotSpotter sales in an effort to introduce the product, accelerate sales or extend renewals for a
−Removed: longer contract term.
−Removed: As a result of the process for invoicing contracts and renewals upon execution, cash flows from operations and accounts receivable can fluctuate due to timing of contract execution and timing of deployment.
+Added: The Company may also offer discounts or other incentives in conjunction with all ShotSpotter sales in an effort to introduce the product, accelerate sales or extend renewals for a longer contract term.
+Added: As a result of the process for invoicing contracts and renewals upon
+Added: execution, cash flows from operations and accounts receivable can fluctuate due to timing of contract execution and timing of deployment.
The Company recognizes revenues upon the satisfaction of performance obligations.
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At December 31, 2025 and 2024 , the Company’s cash and cash equivalents consisted of cash deposited in financial institutions.
−Removed: Restricted cash
−Removed: Cash balances that are legally, contractually or otherwise restricted as to withdrawal or usage are considered restricted cash.
−Removed: The Company had no restricted cash balances at December 31, 2024 and December 31, 2023 .
Foreign Currency
3 unchanged sentences
Revenues and expenses are translated at the average exchange rates for the period.
−Removed: Gains and losses from translations are recognized in foreign currency translation included in accumulated other comprehensive income (loss) in the accompanying consolidated balance sheets.
+Added: Gains and losses from translations are recognized in foreign currency translation included in accumulated other comprehensive loss in the accompanying consolidated balance sheets.
Foreign currency exchange gains and losses that are realized are recorded in other expense, net, in the accompanying consolidated statements of operations.
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To date, the Company has not experienced any losses on its cash and cash equivalents.
−Removed: As of December 31, 2024 , the Company had approximately $ 12.4 million, $ 5,000 , and $ 7,000 deposited with the Company's three domestic financial institutions for which $ 250,000 is insured per institution under FDIC limits.
−Removed: Concentration of Accounts Receivable and Contract Assets — At December 31, 2024 , one customer accounted for 19 % of the Company’s total accounts receivable.
−Removed: At December 31, 2023 , two customers accounted for 24 % and 10 % of the Company’s total accounts receivable.
−Removed: Concentration of Revenues — For the year ended December 31, 2024 , two customers accounted for 23 % and 10 % , of the Company’s revenues.
−Removed: For the year ended December 31, 2023 , two customers accounted for 25 % and 9 %, of the Company’s revenues.
−Removed: For the year ended December 31, 2022, two customers accounted for 30 % and 10 %, of the Company’s revenues.
+Added: As of December 31, 2025, the Company had approximately $ 14.2 million, $ 0.1 million, $ 4,000 deposited with the Company's three domestic financial institutions for which $ 250,000 is insured per institution under FDIC limits.
+Added: Concentration of Accounts Receivable and Contract Assets — At December 31, 2025, the City of New York accounted for 33 % of the Company’s total accounts receivable.
+Added: At December 31, 2024 , the City of New York accounted for 19 % of the Company’s total accounts receivable.
+Added: Concentration of Revenues — For the year ended December 31, 2025 , the City of New York accounted for 29 % of the Company’s revenues.
+Added: For the year ended December 31, 2024, the City of New York and the City of Chicago accounted for 23 % and 10 %, respectively, of the Company’s revenues.
+Added: For the year ended December 31, 2023 , the City of New York and the City of Chicago accounted for 25 % and 9 %, respectively, of the Company’s revenues.
Concentration of Suppliers — The Company relies on a limited number of suppliers and contract manufacturers.
16 unchanged sentences
Customer relationships, tradename and software technology are recorded at fair value as of the date of the acquisition.
−Removed: Intangible assets are amortized on an attribution method, over their expected useful lives, which range from three years for patents, eight to 11 years for software technology, nine years for tradename, and seven to 15 years for customer relationships.
+Added: Intangible assets are amortized on an attribution method, over their expected useful lives, which range from three years for patents, 8 to 11 years for software technology, 9 years for tradename, and 7 to 15 years for customer relationships.
Property and Equipment, net
12 unchanged sentences
The terms of the license agreement require the Company to pay a one-time fee of $ 5,000 for each license sold to a customer allowing the customer to integrate their ShotSpotter service with a third-party application, such as a video management system, with a minimum annual amount due of $ 75,000 .
−Removed: The Company incurred $ 155,000 in 2023 and the minimum amount of $ 75,000 in 2022 related to this agreement.
+Added: The Company incurred $ 155,000 in 2023.
The license agreement terminated in November 2023 .
16 unchanged sentences
No treasury stock is recognized in the consolidated financial statements.
−Removed: In August 2022, the Inflation Reduction Act enacted a 1% excise tax on net share repurchases after December 31, 2022.
Any excise tax incurred on share repurchases is recognized as part of the cost basis of the shares acquired.
23 unchanged sentences
The Company determines whether an arrangement constitutes a lease at inception and records lease liabilities and right-of-use assets on our consolidated balance sheets at lease commencement.
−Removed: The Company measure lease liabilities based on the present value of the total lease payments not yet paid discounted based on the more readily determinable of the rate implicit in the lease or our incremental borrowing rate, which is the estimated rate the Company would be required to pay for a collateralized borrowing equal to the total lease payments over the term of the lease.
−Removed: Operating lease right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease and are included in operating lease right-of-use assets, accrued expenses and other current liabilities and other liabilities (long term) on the Company’s consolidated balance sheets.
+Added: The Company measures lease liabilities based on the present value of the total lease payments not yet paid discounted based on the more readily determinable of the rate implicit in the lease or our incremental borrowing rate, which is the estimated rate the Company would be required to pay for a collateralized borrowing equal to the total lease payments over the term of the lease.
+Added: Operating lease right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease and are included in operating lease right-of-use assets, accrued expenses and other current liabilities and operating lease liabilities, net of current portion on the Company’s consolidated balance sheets.
The Company has made an accounting policy election to not recognize short-term leases, or leases that have a lease term of 12 months or less at commencement date, within its consolidated balance sheets and to recognize those lease payments in the consolidated statements of operations on a straight-line basis over the lease term.
+Added: The Company has elected the practical expedient to group lease and non-lease components for all leases.
The Company records income taxes in accordance with the liability method of accounting.
8 unchanged sentences
The Company recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense.
−Removed: Net Income (Loss) per Share
−Removed: Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted-average number of common shares outstanding during the period.
−Removed: Diluted net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of common shares and common stock equivalents outstanding during
−Removed: Common stock equivalents are only included when their effect is dilutive.
−Removed: Common stock equivalents include unvested restricted stock units, convertible preferred stock, warrants and outstanding stock options.
+Added: Net Loss per Share
+Added: Basic net loss per share is calculated by dividing net loss by the weighted-average number of common shares outstanding during the period.
+Added: Diluted net loss per share is computed by dividing net loss by the weighted-average number of common shares and common stock equivalents outstanding during the period.
+Added: Common stock equivalents
+Added: are only included when their effect is dilutive.
+Added: Common stock equivalents include unvested restricted stock units and outstanding stock options.
Recent Accounting Pronouncements Adopted
−Removed: Improvements to Reportable Segment Disclosures
−Removed: In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):
−Removed: Improvements to Reportable Segment Disclosures ("ASU 2023-07"), which provides amendments to improve reportable segment disclosures requirements.
−Removed: The Company adopted ASU 2023-07 for the fiscal year beginning January 1, 2024 .
−Removed: As a result, the Company has included the additional required disclosures in Note 19 with retrospective presentation to all prior periods presented in the financial statements.
−Removed: The adoption of ASU 2023-07 did no t impact the Company’s results of operations, cash flows, or balance sheets.
Improvements to Income Tax Disclosures
−Removed: In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”).
+Added: In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”).
ASU 2023-09 enhances the transparency of income tax disclosures, primarily by requiring public business entities to disclose on an annual basis, specific categories in the rate reconciliation tabular presentation, as well as by providing additional information for reconciling items that meet a quantitative threshold.
1 unchanged sentence
The new guidance is effective for fiscal years beginning after December 15, 2024.
−Removed: The Company does not expect implementation of the new guidance to have a material impact on its unaudited condensed consolidated financial statements.
+Added: The Company adopted ASU 2023-09 for the annual period beginning January 1, 2025 on a prospective basis.
+Added: The adoption of ASU 2023-09 did not have a material impact on the Company’s consolidated financial statements and related disclosures.
Recent Accounting Pronouncements Not Yet Effective
2 unchanged sentences
This standard is effective for the Company’s annual reporting period beginning January 1, 2027 and interim reporting periods beginning January 1, 2028 and should be applied on a retrospective or prospective basis, with early adoption permitted.
−Removed: We are currently assessing the impact of adopting this standard on our consolidated financial statements.
+Added: The Company is currently assessing the impact of adopting this standard on our consolidated financial statements.
+Added: Measurement of Credit Losses for Accounts Receivable and Contract Assets
+Added: In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326):
+Added: Measurement of Credit Losses for Accounts Receivable and Contract Assets, which introduces a practical expedient for all entities, related to applying Subtopic 326-20 to current accounts receivable and current contract assets arising from transactions accounted for under Topic 606.
+Added: In developing reasonable and supportable forecasts as part of estimating expected credit losses, all entities may elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset.
+Added: This standard is effective for the Company’s annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods.
+Added: The Company is currently assessing the impact of adopting this standard on our consolidated financial statements.
+Added: Targeted Improvements to the Accounting for Internal-Use Software
+Added: In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):
+Added: Targeted Improvements to the Accounting for Internal-Use Software, which removes all references to prescriptive and sequential software development stages.
+Added: An entity is required to start capitalizing software costs when both of the following occur:
+Added: (1) management has authorized and committed to funding the software project and (2) it is probable that the project will be completed and the software will be used to perform the function intended.
+Added: This standard is effective for the Company’s annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods.
+Added: Early adoption is permitted as of the beginning of an annual reporting period.
+Added: The Company is currently assessing the impact of adopting this standard on its consolidated financial statements.
Revenue Related Disclosures
2 unchanged sentences
Beginning balance
−Removed: Deferred revenues acquired (Note 4 - Acquisitions)
Revenue recognized during the year from beginning balance
2 unchanged sentences
The following table presents remaining performance obligations for contractually committed revenues as of December 31, 2025 (in thousands):
−Removed: In its Annual Report on Form 10-K for the year ended December 31, 2023, the Company identified an incorrect classification of the disclosure in the changes in deferred revenue.
−Removed: The revenue recognized during the year from the beginning deferred revenue balance was reported as $36.8 million and corrected to $41.3 million, and revenue recognized during the year from new billings was reported as $53.4 million and corrected to $48.9 million.
−Removed: The timing of revenue recognition included in the table above is based on estimates of go-live dates for contracts not yet live.
+Added: The timing of revenue recognition included in the table above includes estimates of go-live dates for contracts not yet live.
Contractually committed revenue includes deferred revenue as of December 31, 2025 and amounts under contract that will be invoiced after December 31, 2025.
−Removed: During the year ended December 31, 2024, the Company recognized revenues of $ 99.3 million from customers in the United States and $ 2.7 million from customers in South Africa , the Bahamas and Uruguay.
+Added: During the year ended December 31, 2025, the Company recognized revenues of $ 100.6 million from customers in the United States and $ 3.5 million from customers in South Africa , the Bahamas, Uruguay and Brazil.
During the year ended December 31, 2024 , the Company recognized revenues of $ 99.3 million from customers in the Unit ed States and $ 2.7 million from customers in South Africa and the Bahamas and Uruguay .
3 unchanged sentences
During the year ended December 31, 2023 , the Company recognized revenues of $ 87.5 million from monthly subscription, maintenance, and support services and $ 5.2 million from professional software development services.
−Removed: SafePointe, LLC
−Removed: During the third quarter of 2023, the Company completed the acquisition of 100 % of the membership interests in SafePointe for purchase consideration of $ 11.4 million in cash, subject to working capital adjustments, of which $ 1.1 million is indemnification escrow cash, and $ 11.2 million in the form of 549,579 shares of the Company's common stock based on the closing price on the date of acquisition, of which $ 1.1 million is indemnification escrow stock.
−Removed: The purchase consideration also included a contingent earnout payable based on SafePointe’s revenues generated during 2023 through 2025.
−Removed: The acquisition date fair value of the contingent earnout was $ 3.0 m illion, resulting in a total purchase consideration of $ 25.6 million.
−Removed: Up to $ 11.5 million in earnout will be payable based on SafePointe’s revenues generated during the remainder of 2023 and the years ended December 31, 2024 and 2025.
−Removed: The Company expects to recover some amounts through escrow claims under the terms of the membership purchase agreement.
−Removed: The Company borrowed $ 7.0 million under the Umpqua Credit Agreement (See Note 9, Financing Arrangements ) to partially fund the purchase consideration.
−Removed: The SafePointe acquisition was accounted for as a business acquisition in accordance with ASC 805, Business Combinations .
−Removed: The acquisition allows the Company to enter the AI-based weapons detection market.
−Removed: The following table summarizes the assignment of fair value to the identified assets and liabilities recorded as of the acquisition date (in thousands):
−Removed: Cash and cash equivalents
−Removed: Accounts receivable and contract assets
−Removed: Property and equipment, net
−Removed: Customer relationships
−Removed: Software technology
−Removed: Accrued expenses and other current liabilities
−Removed: Deferred revenue
−Removed: Net assets acquired
−Removed: Total estimated consideration
−Removed: The goodwill recognized was primarily attributed to increased synergies that are expected to be achieved from the integration of SafePointe and primarily represents the value of cash flows from future customers and the employee workforce.
−Removed: The Company expects to deduct the amortization of goodwill and intangible assets for tax purposes.
−Removed: A portion of the amortization deduction commences upon settlement of contingent consideration liabilities.
−Removed: The Company valued the intangible assets using income-based approaches.
−Removed: Significant assumptions included forecasts of revenues, cost of revenues, research and development expense, sales and marketing expense, general and administrative expense, technology lives, royalty rates, working capital rates, customer attrition rates and other estimates.
−Removed: The Company discounted the cash flows at 20.9 %, reflecting the risk profile of the assets.
−Removed: The Company will amortize the acquired customer relationships for 12 years , the acquired software technology for 11 years and the acquired tradename for 9 years .
−Removed: There were no acquisition-related expenses for the year ended December 31, 2024.
−Removed: Acquisition-related expenses were $ 0.8 million for the year ended December 31, 2023, and are included in general and administrative expense.
+Added: During the year ended December 31, 2025 , the Company recognized $ 4.3 million of catch-up revenue comprising of $ 3.5 million of catch-up revenue from two three-year contract renewals with the New York City Police Department which were renewed in the first quarter of 2025 and $ 0.8 million of catch-up revenue from various other customers.
Fair Value Measurements
3 unchanged sentences
During the first quarter of 2023, the Company paid the $ 1.5 million Technologic contingent consideration balance, in full settlement of its obligations under the purchase agreement.
−Removed: In January 2022, the Company estimated the fair value of the contingent consideration liability associated with its acquisition of Forensic Logic to be $ 12.4 million as of the acquisition date, using a Monte Carlo simulation approach with asset and revenue volatility of 60.0 % and 28.0 %, respectively.
+Added: In January 2022, the Company estimated the fair value of the contingent consideration liability associated with its acquisition of Forensic Logic to be $ 12.4 million as of the acquisition date, using a Monte Carlo simulation
+Added: approach with asset and revenue volatility of 60.0 % and 28.0 %, respectively.
This fair value measurement is classified as Level III within the fair value hierarchy as prescribed by ASC 820, Fair Value Measurement .
−Removed: During the years ended December 31, 2023 and 2022, the fair value of the contingent consideration was decreased to zero b y $ 3.2 million and $ 9.2 million, respectively, based upon adjustments to recorded liabilities as a result of actual revenues.
+Added: During the years ended December 31, 2023, the fair value of the contingent consideration was decreased to zero b y $ 3.2 million, based upon adjustments to recorded liabilities as a result of actual revenues.
As a result of actual revenue recognized, the company did no t pay any amounts under the contingent consideration and no further contingent payments remain.
1 unchanged sentence
This fair value measurement is classified as Level III within the fair value hierarchy as prescribed by ASC 820, Fair Value Measurement .
−Removed: During the year ended
−Removed: December 31, 2024 and 2023 , the fair value of the contingent consideration was decreased by $ 0.6 million and $ 2.4 million, respectively, based upon revised estimated 2024 and 2025 revenue targets.
−Removed: The changes in the fair value of the aggregate contingent consideration liability all of which were classified as Level III are summarized below (in thousands):
−Removed: Year Ended December 31,
−Removed: Beginning balance
−Removed: Payment of contingent consideration liability
−Removed: Contingent consideration - SafePointe (Note 4 - Acquisitions)
−Removed: Change in fair value of contingent consideration
−Removed: Ending balance
+Added: During the year ended December 31, 2024 and 2023, the fair value of the contingent consideration was decreased by $ 0.6 million and $ 2.4 million, respectively, based upon revised estimated 2024 and 2025 revenue targets.
+Added: There was no outstanding balance related to the contingent consideration as of December 31, 2025 and 2024.
There were no transfers into or out of Level III during the year ended December 31, 2025 and 2024.
−Removed: The Company has $ 10.0 million in a money market fund.
+Added: The Company had $ 12.0 million and $ 10.0 million in a money market fund as of December 31, 2025 and December 31, 2024, respectively.
The fair value measurement was classified as Level I within the fair value hierarchy as prescribed by Accounting Standards Codification 820-10-35-37 (“ASC 820, Fair Value Measuremen t”).
1 unchanged sentence
The carrying amounts of certain of the Company’s financial instruments, including cash, trade and other receivables, net, and accounts payable, approximate their fair value due to their short maturities.
−Removed: The changes in goodwill for 2024 and 2023 are as follows (in thousands):
−Removed: Beginning balance
−Removed: Acquisition of SafePointe (Note 4 - Acquisitions)
−Removed: Ending balance
+Added: Goodwill and Intangible Assets
+Added: There was no activity related to goodwill for the years ended December 31, 2025 and 2024 .
The Company has no t recorded any goodwill impairment charges through December 31, 2025.
−Removed: Intangible Assets, net
Intangible assets as of December 31, 2025 and 2024 are as follows (in thousands):
11 unchanged sentences
Total intangible assets, net
−Removed: Intangible assets amortization expense was $ 3.9 million, $ 3.9 million, and $ 2.8 million for the years ended December 31, 2024, 2023 and 2022, respectively.
+Added: Intangible assets amortization expense was $ 3.9 million for each of the years ended December 31, 2025, 2024 and 2023.
The following table presents future intangible asset amortization as of December 31, 2025 (in thousands):
12 unchanged sentences
Deferred commissions
−Removed: Escrow claim (Note 4 - Acquisitions)
Property and equipment, net (in thousands):
11 unchanged sentences
Sales/use tax payable
−Removed: Other liabilities (long-term) (in thousand):
−Removed: Operating lease liabilities
−Removed: Contingent consideration liability
Financing Arrangements
−Removed: The Company has a Credit Agreement with Umpqua Bank (the "Credit Agreement"), which allows borrowings of up to $ 25.0 million under a revolving facility and provides for a letter of credit sub-facility of up to $ 7.5 million.
−Removed: The Credit Agreement had an original expiration date of October 15, 2024 .
−Removed: On February 12, 2024, the Company entered into an amendment to the Credit Agreement extending the maturity date to October 15, 2025 .
+Added: The Company has a Credit Agreement with Columbia Bank (previously known as Umpqua Bank), as amended (the “Credit Agreement”), with a revolving credit commitment of $ 40.0 million and a letter of credit sub-facility of $ 7.5 million that matures on October 15, 2027 .
Borrowings under the Credit Agreement are secured by substantially all of the assets of the Company.
1 unchanged sentence
Under the Credit Agreement, the Company has the option to select an interest rate based on either (1) a base rate, which fluctuates daily and is the greater of (a) the prime rate in effect as of any date of determination and (b) the SOFR rate as of such date of determination plus 1.0 % per annum or (2) a SOFR rate, which can be for a period of 30 , 90 or 180 days at the Company’s option and is equal to the SOFR rate as published by CME Group Benchmark Administration Limited, in each case plus 2.0 % per annum.
−Removed: Any letters of credit issued under the Credit Agreement
−Removed: will be subject to a fee of 2.0 % per annum.
+Added: Any letters of credit issued under the Credit Agreement will be subject to a fee of 2.0 % per annum.
Borrowings under the Credit Agreement may be repaid and re-borrowed at any time prior to termination of the Credit Agreement.
The Company is subject to certain financial covenants in the Credit Agreement, which include:
−Removed: (1) maintaining a ratio of consolidated funded debt, excluding the amount of any unsecured convertible notes issued by the Company, to consolidated earnings before income tax, depreciation and amortization (“Consolidated EBITDA”) of not greater than 3.00 to 1.00 measured at the end of each fiscal quarter and (2) maintaining a ratio of Consolidated EBITDA to interest charges of at least 2.00 to 1.00 measured at the end of each fiscal quarter.
+Added: (1) maintaining a ratio of consolidated funded debt, excluding the amount of any unsecured convertible notes issued by the Company, to consolidated earnings before income tax, depreciation and amortization (“Consolidated EBITDA”) of not greater than 3.00 to 1.00 measured at the end of each fiscal quarter and (2) maintaining a ratio of Consolidated EBITDA to
+Added: interest charges of at least 2.00 to 1.00 measured at the end of each fiscal quarter.
The Company was in compliance with its covenants as of December 31, 2025 .
1 unchanged sentence
The available loan facility as of December 31, 2025 and December 31, 2024 was approximately $ 36.0 million and $ 21.0 million, respectively.
−Removed: As of December 31, 2024 , there was $ 4.0 million outstanding on the Company's line of credit, which the Company borrowed in August 2023 to partially fund the acquisition of SafePointe.
−Removed: There were $ 7.0 million outstanding on December 31, 2023.
+Added: As of December 31, 2025 and 2024 , there was $ 4.0 million outstanding on the Company's line of credit, which the Company borrowed in August 2023 to partially fund the acquisition of SafePointe.
The interest expense recorded for the year ended December 31, 2025 was $ 0.3 million, based on a weighted-average interest rate of 6.24 %.
Related Party Transactions
−Removed: During the years ended December 31, 2024, 2023 and 2022, the Company recogniz ed $ 0.1 mil lion, $ 0.1 million, and $ 0.8 million in revenues, respectively, from SoundThinking Labs projects with charitable organizations that have received donations from one of the Company’s directors and one of the Company’s significant shareholders.
−Removed: The domestic and foreign components of net income (loss) before income tax were as follows (in thousands):
+Added: During each of the years ended December 31, 2025, 2024 and 2023, the Company recogniz ed $ 0.1 mil lion in revenues from SoundThinking Labs projects with charitable organizations that have received donations from one of the Company’s directors and one of the Company’s significant shareholders.
+Added: The domestic and foreign components of net loss before income tax were as follows (in thousands):
Year Ended December 31,
−Removed: Net income (loss) before income tax
+Added: Net loss before income tax
The provision (benefit) for income tax consists of the following (in thousands):
1 unchanged sentence
Total provision for income tax
−Removed: A reconciliation of income taxes at the statutory federal income tax rate to income tax expense included in the accompanying consolidated statements of operations is as follows (in thousands):
+Added: A reconciliation of income taxes at the statutory federal income tax rate to income tax expense included in the accompanying consolidated statements of operations after the adoption of ASU 2023-09 is as follows (in thousands):
+Added: December 31, 2025
+Added: Income tax at statutory rate
+Added: State and Local Income Tax (1)
+Added: Foreign Tax Effects
+Added: Effect of Cross-Border Tax Laws
+Added: Foreign-derived intangible income
+Added: Research and development tax credit
+Added: Change in Valuation Allowance
+Added: Nontaxable and Nondeductible Items
+Added: Stock-based compensation
+Added: Section 162(m) disallowed compensation
+Added: Other Adjustments
+Added: Effective Tax Rate
+Added: (1) The states and local jurisdictions that contribute to the majority (greater than 50%) of the tax effect in this category include California, Florida, Illinois, Indiana, New York state and city, and Texas.
+Added: A reconciliation of income taxes at the statutory federal income tax rate to income tax expense included in the accompanying consolidated statements of operations for years prior to the adoption of ASU 2023-09 is as follows (in thousands):
Income tax (benefit) at statutory rate
14 unchanged sentences
Deferred revenue and contract costs
+Added: Fixed assets and intangibles
Gross deferred tax assets
18 unchanged sentences
As of December 31, 2025 , the Company had available for carryover, research and experimental credits of approximately $ 3.2 million for federal income tax purposes and $ 2.1 million for California income tax purposes, which are available to reduce future income taxes.
−Removed: The federal research and experimental tax credits will begin to expire, if not utilized, in 2027.
+Added: The federal research and experimental tax credits will begin to
+Added: expire, if not utilized, in 2027.
The California research and experimental tax credits carry forward indefinitely until utilized.
7 unchanged sentences
Increases for current year tax positions
−Removed: Decreases for prior year tax positions
+Added: Increases for prior year tax positions
Balance as of December 31, 2024
10 unchanged sentences
Years beyond the normal statutes of limitations remain open to audit by tax authorities due to tax attributes generated in earlier years which are being carried forward and may be audited in subsequent years when utilized.
+Added: The amounts of cash income taxes paid by the Company were as follows (in thousands):
+Added: Year Ended December 31,
+Added: State and local
+Added: All other foreign
+Added: Income taxes, net of amounts refunded
Restructuring
1 unchanged sentence
Additionally, the Company terminated a building lease early for a location that was no longer in use.
−Removed: Restructuring expense related to the workforce reduction during twelve months ended December 31, 2024 amounted to $ 0.3 million, consisting of cash expenditures for severance and other employee separation-related costs .
+Added: Restructuring expense related to the workforce reduction during the year ended December 31, 2024 amounted to $ 0.3 million, consisting of cash expenditures for severance and other employee separation-related costs .
Restructuring expenses related to the lease termination were $ 0.1 million, comprising of early termination fees and monthly rent .
+Added: Restructuring expense during the year ended December 31, 2025 amounted to $ 0.2 million, consisting of cash expenditures for employee separation-related costs .
These restructuring expenses were recorded in operating expense, net, in the consolidated statement of operations.
−Removed: As of December 31, 2024, the Company had no restructuring liabilities.
+Added: As of December 31, 2025 and 2024 , the Company had no restructuring liabilities.
Capital Stock
6 unchanged sentences
Unvested restricted stock units
+Added: Estimated number of shares issuable under 2017 ESPP
Preferred Stock
6 unchanged sentences
During the year ended December 31, 2025 , the Company repurchased 225,334 shares of its common stock at an average price of $ 13.15 per share for a total of $ 3.0 million under its stock repurchase program.
−Removed: During the year ended December 31, 2023 , the Company repurchased 228,782 shares of its common stock at an average price of $ 24.41 per
−Removed: share for $ 5.6 million.
+Added: During the year ended December 31, 2024 , the Company repurchased 418,940 shares of its common stock at an average price of $ 14.31 per share for $ 6.0 million.
+Added: During the year ended December 31, 2023, the Company repurchased 228,782 shares of its
+Added: common stock for an average price of $ 24.41 per share for $ 5.6 million.
The repurchases were made in open market transactions using cash on hand, and all of the shares repurchased were retired.
−Removed: Net Income (Loss) per Share
−Removed: The following table summarizes the computation of basic and diluted net income (loss) per share (in thousands, except share and per share data):
+Added: Net Loss per Share
+Added: The following table summarizes the computation of basic and diluted net loss per share (in thousands, except share and per share data):
Year Ended December 31,
−Removed: Net income (loss)
−Removed: Weighted-average shares outstanding, basic
−Removed: Weighted-average shares outstanding, diluted
−Removed: Net income (loss) per share, basic
−Removed: Net income (loss) per share, diluted
−Removed: The following potentially dilutive shares outstanding at the end of the periods presented were excluded in the calculation of diluted net income (loss) per share as the effect would have been anti-dilutive:
+Added: Weighted-average shares outstanding, basic and diluted
+Added: Net loss per share, basic and diluted
+Added: The following potentially dilutive shares outstanding at the end of the periods presented were excluded in the calculation of diluted net loss per share as the effect would have been anti-dilutive:
Year Ended December 31,
1 unchanged sentence
Unvested restricted stock units
+Added: Estimated number of shares issuable under 2017 ESPP
Equity Incentive Plans
8 unchanged sentences
Increase in accordance with the evergreen provision
−Removed: Options issued during the year
−Removed: Canceled during the year
+Added: Awards issued
+Added: Awards canceled
+Added: Stock repurchases
Shares available for grant at December 31, 2025
19 unchanged sentences
Expected dividend yield
−Removed: A summary of stock option activities during 2024, 2023 and 2022 is as follows:
+Added: A summary of stock option activities during December 31, 2025, 2024 and 2023 is as follows:
Grant Date Fair Value per Option
5 unchanged sentences
During the year ended December 31, 2023, the Company modified options to accelerate vesting for two individuals in respect of an aggregate of 6,734 options.
−Removed: The Company accounted for these as modifications of those
−Removed: awards and recognized net incremental compensation expense of approximately $52,000 during the year ended December 31, 2023.
−Removed: There was no modification in 2024.
+Added: The Company accounted for these as modifications and recognized net incremental compensation expense of less than $ 0.1 million during the year ended December 31, 2023.
+Added: There were no modifications for the years ended December 31, 2024 or 2025.
Additional information for stock options at December 31, 2025 were as follows:
5 unchanged sentences
No income tax benefits from stock-based compensation arrangements have been recognized in the consolidated statements of operations.
−Removed: Restricted Stock Units
+Added: Restricted Stock Units with Service Conditions
The Company grants RSUs under the 2017 Plan to executive management, its non-employee directors and other directors.
2 unchanged sentences
Compensation expense for RSUs is based upon the estimated fair value of the awards on the date of grant.
−Removed: A summary of RSU activities during 2024, 2023 and 2022 is as follows:
+Added: A summary of RSU activities during December 31, 2025, 2024 and 2023 is as follows:
Grant Date Fair Value per RSU
7 unchanged sentences
The Company accounted for this as a modification of this award and recognized net incremental compensation expense of approximately $ 28,000 during the year ended December 31, 2023.
−Removed: During the year ended December 31, 2022, the Company modified RSUs to accelerate vesting for two individuals in respect of 5,849 RSUs and cancelled the award of another individual in respect of 1,887 RSUs.
−Removed: The Company accounted for these as modifications of those awards and recognized net incremental compensation expense of $0.01 million during
−Removed: the year ended December 31, 2022.
−Removed: The incremental compensation cost is measured as the excess of the fair value of the modified award over the fair value of the original award immediately before its terms were modified and recognized as compensation expense on the date of modification for vested awards.
−Removed: There was no modification in 2024.
−Removed: Performance-based restricted stock units
−Removed: During the year ended December 31, 2024, the Company granted to members of the Company's management team RSU awards with performance-based vesting conditions (“PSUs”), totaling 544,228 shares at a grant date fair value of $17.74 per share, the closing stock price on the grant date.
−Removed: These PSUs vest in one installment at the end of three years in 2027, based on the satisfaction of revenue and Adjusted EBITDA performance goals for fiscal year 2026, as determined by the Compensation and Human Capital Committee of the Board of Directors of the Company.
−Removed: Compensation expense related to the PSUs is estimated each period based on the fair value of the target stock unit at the grant date and the most probable level of achievement of the performance conditions.
−Removed: Compensation expense related to these awards was approximately $1.3 million and $0.1 million for the years ended December 31, 2024 and 2023.
+Added: The incremental compensation cost is measured as the excess of the fair value of the modified award over the fair value of
+Added: the original award immediately before its terms were modified and recognized as compensation expense on the date of modification for vested awards.
+Added: There were no modifications for the years ended December 31, 2025 and 2024.
+Added: Restricted Stock Units with Performance Conditions
+Added: The Company has granted performance-based restricted stock units (“PSUs”) under the 2017 Plan to certain employees of the Company that represent shares potentially issuable in the future.
+Added: PSUs generally vest in one installment on the certification date following the satisfaction of obtaining revenue, Adjusted EBITDA or other performance criteria.
+Added: Compensation expense related to PSUs is determined based on the fair value of the underlying common stock at the grant date and the most probable level of achievement of the performance conditions.
+Added: A summary of PSU activities during December 31, 2025, 2024 and 2023 is as follows:
+Added: Grant Date Fair Value per PSU
+Added: Aggregate Fair Value of PSUs Vested (in thousands)
+Added: Unvested PSUs at December 31, 2022
+Added: Unvested PSUs at December 31, 2023
+Added: Unvested PSUs at December 31, 2024
+Added: Unvested PSUs at December 31, 2025
+Added: There was no compensation expense related to PSUs for the year ended December 31, 2025, as the achievement of the performance conditions related to the PSUs was not deemed probable.
+Added: Compensation expense related to these awards was approximately $ 1.3 million and $ 0.1 million for the years ended December 31, 2024 and 2023, respectively.
2017 Employee Stock Purchase Plan
6 unchanged sentences
The 2017 ESPP contains a provision which provides for an automatic annual share increase on January 1 of each year, in an amount equal to the lesser of (1) 2 % of the total number of shares of common stock outstanding on December 31 st of the preceding calendar year, (2) 150,000 shares or (3) such lesser number of shares as determined by the board of directors.
−Removed: The Company's board of directors turned down the automatic increase to the 2017 ESPP plan for the year ended December 31, 2024 .
The following table summarizes the activity of shares available under the 2017 ESPP:
15 unchanged sentences
The Company is allowed to make 401(k) matching contributions as defined in the plan and as approved by the board of directors.
−Removed: The Company matched 50 % of employee contributions made during 2022 up to a maximum of 2 % of compensation;
−Removed: the match will be deposited to the employees' 401(k) accounts in 2023.
+Added: The Company matches 50 % of the first 2 % of an employee's salary contributed to the plan.
During the years ended December 31, 2025, 2024 and 2023, the Company recorded $ 0.5 million, $ 0.5 million and $ 0.4 million, respectively, of matching contribution expense.
3 unchanged sentences
The lease contains an option to extend the term for an additional period of up to five years subject to certain terms and conditions.
−Removed: The Company elected the practical expedient to group lease and non-lease components for all leases.
Upon lease commencement on October 1, 2021 , the Company recognized an operating lease right-of-use asset of $ 2.0 million and a corresponding lease liability of $ 2.0 million, using a discount rate of 3.00 %, which reflects the Company’s incremental borrowing rate for a similar asset and similar term as of the date of commencement.
+Added: In June 2025, the Company executed an amendment to expand the rentable square feet.
In April 2020, the Company executed a lease agreement for office space in Washington, DC, under a non-cancelable operating lease that expires in November 2025 .
2 unchanged sentences
The lease contains an option to extend the term for an additional five years subject to certain terms and conditions.
−Removed: The Company has elected the practical expedient to group lease and non-lease components for all leases.
Upon lease commencement on May 1, 2020 , the Company recognized an operating lease right-of-use asset of $ 0.5 million and a corresponding lease liability of $ 0.5 million, using a discount rate of 3.85 %, which reflects the Company’s incremental borrowing rate for a similar asset and similar term as of the date of commencement.
−Removed: In January 2022, as part of the Forensic Logic acquisition, the Company acquired the non-cancelable operating leases of Forensic Logic's offices in Walnut Creek, California and Tucson, Arizona, which expire in June 2025 and February 2026, respectively.
+Added: In October 2025, the Company extended the lease end date to November 2028 according to the terms and conditions of the original lease.
+Added: In January 2022, as part of the Forensic Logic acquisition, the Company acquired the non-cancelable operating leases of Forensic Logic's offices in Walnut Creek, California and Tucson, Arizona, which expired in June 2025 and February 2026 , respectively.
The Walnut Creek office lease was early terminated in April 2024.
−Removed: Neither lease has significant rent escalation holidays, concessions, leasehold improvement incentives, or other build-out clauses.
−Removed: Each lease contains an option to extend the term for an additional period of five years subject to certain terms and conditions.
−Removed: The Company has elected the practical expedient to group lease and non-lease components for all leases.
+Added: Neither lease had significant rent escalation holidays, concessions, leasehold improvement incentives, or other build-out clauses.
+Added: Each lease contained an option to extend the term for an additional period of five years subject to certain terms and conditions.
In measuring the lease liability upon acquisition, the Company used a discount rate of 3.25 % for the Tucson office which reflects the Company’s incremental borrowing rate for a similar asset and similar term as of the date of acquisition.
2 unchanged sentences
The lease contains an option to extend the term for an additional period of three years subject to certain terms and conditions.
−Removed: The Company has elected the practical expedient to group lease and non-lease components for all leases.
−Removed: In measuring the lease liability upon acquisition, the Company used a discount rate of 7.33 % for the Iselin, New Jersey office which reflects the Company’s incremental borrowing rate for a similar asset and similar term as of the date of commencement.
+Added: In measuring the lease liability upon commencement, the Company used a discount rate of 7.33 % for the Iselin, New Jersey office which reflects the Company’s incremental borrowing rate for a similar asset and similar term as of the date of commencement.
+Added: In May 2025, the Company executed a new lease in Orlando, Florida which commenced in August 2025 and expires in September 2028 .
+Added: The lease has no significant rent escalation holidays, concessions, leasehold improvement incentives or other build-out clauses.
+Added: In measuring the lease liability upon commencement, the Company used a discount rate of 6.29 % for the Orlando, Florida office which reflects the Company’s incremental borrowing rate for a similar asset and similar term as of the date of commencement.
+Added: In June 2025, the Company executed a new lease in Mt.
+Added: Dora, Florida which commenced in July 2025 and expires in June 2028 .
+Added: The lease has no significant rent escalation holidays, concessions, leasehold improvement incentives or other build-out clauses.
+Added: The lease contains an option to extend the term for an additional period of one year subject to certain terms and conditions.
+Added: In measuring the lease liability upon commencement, the Company used a discount rate of 6.29 % for the Mt.
+Added: Dora, Florida office which reflects the Company’s incremental borrowing rate for a similar asset and similar term as of the date of commencement.
+Added: In October 2025, the Company executed a new lease in Mt.
+Added: Dora, Florida which commenced in November 2025 and expires in October 2028 .
+Added: The lease has no significant rent escalation holidays, concessions, leasehold improvement incentives or other build-out clauses.
+Added: In measuring the lease liability upon commencement, the Company used a discount rate of 6.17 % for the Mt.
+Added: Dora, Florida storage facility which reflects the Company’s incremental borrowing rate for a similar asset and similar term as of the date of commencement.
The operating lease cost recognized for the years ended December 31, 2025, 2024 and 2023 , was $ 1.1 mi llion, $ 1.1 million and $ 1.0 million, respectively.
−Removed: The Company’s operating leases have a weighted average remaining lease term of 2.74 years and weighted average discount rate of 4.5 %.
−Removed: Supplemental information related to the operating leases as follows (in thousands):
+Added: The Company’s operating leases had weighted average remaining lease terms as of December 31, 2025 of 2.36 years and weighted average discount rate of 5.4 %.
+Added: The Company’s operating leases had weighted average remaining lease terms as of December 31, 2024 of 2.74 years and weighted average discount rate of 4.5 %.
+Added: Supplemental information related to the operating leases are as follows (in thousands):
Operating lease right-of-use assets
Lease liabilities (short-term) (presented within Accrued expenses and other current liabilities )
−Removed: Lease liabilities (long-term) (presented within Other liabilities)
+Added: Lease liabilities (long-term)
Total operating lease liabilities
6 unchanged sentences
Commitments and Contingencies
−Removed: On August 28, 2018, Silvon S.
−Removed: Simmons (the “Plaintiff”) amended a complaint against the City of Rochester, New York and various city employees, filed in the United States District Court, Western District of New York, to add us and employees as defendants.
−Removed: The amended complaint alleges conspiracy to violate the Plaintiff's civil rights, denial of the right to a fair trial, and malicious prosecution.
−Removed: In September 2024, SoundThinking was dismissed from the lawsuit.
The Company may become subject to legal proceedings, as well as demands and claims that arise in the normal course of business.
5 unchanged sentences
Segment Reporting
−Removed: The Company operates as a single operating segment.
−Removed: The Company’s chief operating decision maker is one individual and has the role of President and Chief Executive Officer (the "CODM").
−Removed: The CODM reviews financial information including operating results and assets on a consolidated basis and is regularly provided with only the consolidated expenses as noted on the face of the income statement.
−Removed: For information about how the Company derives revenue, as well as the Company’s accounting policies, refer to Note 2—Summary of Significant Accounting and Reporting Policies.
+Added: The Company operates as a single operating and reportable segment, which reflects how the Company's chief operating decision maker (“CODM”) reviews financial information and allocates resources.
+Added: The Company's CODM is the Chief Executive Officer .
+Added: The Company manages its operations on a consolidated basis for purposes of evaluating financial performance and allocating resources.
+Added: Accordingly, the Company has determined that it operates in one operating segment and one reportable segment.
+Added: The CODM evaluates performance based on consolidated net income and reviews consolidated financial information when making decisions regarding resource allocation.
+Added: The CODM does not evaluate assets and does not review segment expenses beyond those presented in the consolidated statement
+Added: of operations.
+Added: Because the Company operates in a single reportable segment, the segment results are consistent with the consolidated financial statement .
Subsequent Events
Management evaluated subsequent events through March 30, 2026, which was the date the financial statements were available to be issued, and determined that there are no subsequent events to be reported.
+Added: Subsequent to December 31, 2025, the Company implemented a reduction in force affecting approximately 15 employees.
+Added: The impacted employees were notified in March 2026, and the Company expects to incur approximately $ 0.5 million in restructuring costs, primarily consisting of severance and related benefits, which will be recognized in the first quarter of 2026.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNT ANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
2 unchanged sentences
Our management has evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13-a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report.
−Removed: Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of December 31, 2024, our disclosure controls and procedures were not effective to provide reasonable assurance that the information we are required to file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure as a result of a material weakness in our internal control over financial reporting discussed below.
−Removed: Notwithstanding the identified material weakness described below, management does not believe that the material weakness had an adverse effect on our reported operating results or financial condition and management has determined that the consolidated financial statements and other information included in this report and other periodic filings present fairly in all material respects our financial condition, results of operations, and cash flows at and for the periods presented in accordance with U.S.
−Removed: GAAP, and does not modify or change financial guidance provided by the Company.
+Added: Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of December 31, 2025, our disclosure controls and procedures were not effective to provide reasonable assurance that the information we are required to file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure as a result of the material weaknesses in our internal control over financial reporting discussed below.
Changes in Internal Control over Financial Reporting
14 unchanged sentences
Our management evaluated the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013).
−Removed: Based on the results of our evaluation, our management has concluded that our internal control over financial reporting was not effective as of December 31, 2024 as a result of the material weakness in our internal control over financial reporting discussed below.
+Added: Based on the results of our evaluation, our management has concluded that our internal control over financial reporting was not effective as of December 31, 2025 as a result of the material weaknesses in our internal control over financial reporting discussed below.
A material weakness is a control deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
−Removed: In connection with the assessment of our internal control
−Removed: over financial reporting described above, management identified the following deficiencies that individually, or in the aggregate, constituted a material weakness in our internal control over financial reporting as of December 31, 2024:
−Removed: Management identified a material weakness in the design of the controls related to the verification of the completeness and accuracy of data used in schedules supporting the consolidated financial statements but is confident that the weakness does not modify or change financial guidance provided by the company.
+Added: In connection with the assessment of our internal control over financial reporting described above, management identified the following deficiencies that individually, or in the aggregate, constituted a material weakness in our internal control over financial reporting as of December 31, 2025.
+Added: Management identified a material weakness related to revenue recognition for certain of the Company’s customer contracts.
+Added: Specifically, the Company did not design and maintain adequate controls to ensure (i) accurate identification of performance obligations and related timing of revenue recognition and (ii) accurate and complete disclosures required in financial statement footnotes related to revenue.
+Added: Management identified a material weakness due to control deficiencies related to the overall information technology general controls (“ITGCs”) for user access, integration monitoring, and program change management for systems supporting the Company's internal control processes and controls, controls over the completeness and accuracy of information used in business process controls and management review controls.
+Added: Our business process controls (automated and manual), and management review controls were also deemed ineffective because they are adversely impacted by these ineffective ITGCs.
+Added: These material weaknesses did not have an adverse effect on our reported operating results or financial condition and management has determined that the consolidated financial statements and other information included in this report and other periodic filings present fairly in all material respects our financial condition, results of operations and cash flows at and for the periods presented in accordance with U.S.
Remediation Plan
−Removed: We have initiated certain measures to remediate this material weakness, including fully documenting our processes, training our personnel and monitoring our controls, related to the verification of the completeness and accuracy of data used in schedules supporting the consolidated financial statements.
−Removed: We may need to implement additional appropriate measures in the future.
−Removed: However, there can be no assurance that we will be able to fully remediate this material weakness or that our remedial actions will prevent this weakness from re-occurring in the future.
+Added: We have initiated certain measures to remediate these material weaknesses, including enhancing ITGC policies and documentation.
+Added: We have also initiated measures to enhance controls over the accurate identification of performance obligations, timing of revenue recognition.
+Added: and related financial statement disclosures.
+Added: We have engaged external advisors to assist with enhancing the design of our controls and related documentation and implementing new controls where necessary.
+Added: As described above, management has developed and is implementing a plan to remediate the effectiveness of our disclosure controls and procedures and internal controls over financial reporting, including designing and implementing improved processes and internal controls with the intent of ensuring proper application of relevant accounting guidance.
+Added: We continue to take steps to enhance the control environment and management will continue to improve and evaluate these controls.
OTHER INFORMATION
+Added: There are no disclosures required by this Item 9B, including those relating to “Rule 10b5-1 trading arrangements” and “non-Rule 10b5-1 trading arrangements,” as those terms are defined in Item 408 of Regulation S-K.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
32 unchanged sentences
Amended and Restated Bylaws
−Removed: November 9, 2023
Form of Common Stock Certificate
6 unchanged sentences
2017 Equity Incentive Plan
−Removed: April 1, 2024
Forms of Option Agreement and Option Grant Notice under the 2017 Equity Incentive Plan
2 unchanged sentences
November 14, 2023
−Removed: Form of Performance- and Service-Based RSU Grant Notice and Terms and Conditions
−Removed: November 14, 2023
SoundThinking, Inc.
12 unchanged sentences
March 4, 2019
−Removed: Offer Letter between SoundThinking, Inc.
−Removed: and Erin Edwards dated September 21, 2023
−Removed: April 1, 2024
+Added: Offer Letter between ShotSpotter, Inc.
+Added: and Kirk Arthur, dated December 24, 2025
Lease Agreement between Washington Township Health Care District and ShotSpotter, Inc., dated August 16, 2021
November 15, 2021
−Removed: Credit Agreement between Umpqua Bank and ShotSpotter, Inc., dated September 27, 2018
+Added: Credit Agreement between Columbia Bank and ShotSpotter, Inc., dated September 27, 2018
November 14, 2018
−Removed: First Amendment to Credit Agreement between Umpqua Bank and ShotSpotter, Inc., dated May 21, 2019
−Removed: Second Amendment to Credit Agreement between Umpqua Bank and ShotSpotter, Inc., dated August 14, 2020
+Added: First Amendment to Credit Agreement between Columbia Bank and ShotSpotter, Inc., dated May 21, 2019
+Added: Second Amendment to Credit Agreement between Columbia Bank and ShotSpotter, Inc., dated August 14, 2020
August 19, 2020
−Removed: Third Amendment to Credit Agreement between Umpqua Bank and ShotSpotter Inc.
+Added: Third Amendment to Credit Agreement between Columbia Bank and ShotSpotter Inc.
dated May 19, 2022.
November 9, 2022
−Removed: Fourth Amendment to Credit Agreement between Umpqua Bank and ShotSpotter, Inc.
+Added: Fourth Amendment to Credit Agreement between Columbia Bank and ShotSpotter, Inc.
dated September 26, 2022.
November 9, 2022
−Removed: Fifth Amendment to Credit Agreement between Umpqua Bank and ShotSpotter, Inc.
+Added: Fifth Amendment to Credit Agreement between Columbia Bank and ShotSpotter, Inc.
dated November 23, 2022.
November 23, 2022
−Removed: Sixth Amendment to Credit Agreement between Umpqua Bank and SoundThinking, Inc.
+Added: Sixth Amendment to Credit Agreement between Columbia Bank and SoundThinking, Inc.
dated February 12, 2024
February 12, 2024
+Added: Seventh Amendment to Credit Agreement between Columbia Bank and SoundThinking, Inc.
+Added: dated August 28, 2025
+Added: September 3, 2025
Amended and Restated Nonemployee Director Compensation Policy, dated June 27, 2024
−Removed: August 15, 2024
SoundThinking, Inc.
6 unchanged sentences
Certification of Principal Executive Officer Pursuant to 18 U.S.C.
−Removed: Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: Section 1350, as
+Added: Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Certification of Principal Financial Officer Pursuant to 18 U.S.C.
23 unchanged sentences
March 30, 2026
−Removed: /s/ Pascal Levensohn
+Added: /s/ William J.
March 30, 2026
−Removed: Pascal Levensohn
−Removed: /s/ Ruby Sharma
+Added: /s/ Burton Goldfield
March 30, 2026
+Added: Burton Goldfield
+Added: /s/ Deborah A.
March 30, 2026
−Removed: /s/ William J.
+Added: /s/ Roberta S.
March 30, 2026
−Removed: /s/ Deborah Grant
March 30, 2026
−Removed: Deborah Grant
−Removed: /s/ Roberta S.
+Added: /s/ Ruby Sharma
March 30, 2026
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.