SOUNDTHINKING, INC. Stock Compensation Disclosure
Note 13. Equity Incentive Plans
In February 2005, the Company adopted the 2005 Stock Plan, as amended in January 2010 and November 2012 (the “2005 Plan”). Under the 2005 Plan provisions, the Company was authorized to grant incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock units (“RSUs”), and shares of restricted stock.
In May 2017, the Board and the Company’s stockholders approved the 2017 Equity Incentive Plan (the “2017 Plan”). As a result of the adoption of the 2017 Plan, no further grants may be made under the 2005 Plan. The 2017 Plan provides for the issuance of stock options, RSUs and other awards to employees, directors, and consultants of the Company. The 2017 Plan includes an evergreen provision that provides for the number of shares of common stock reserved for issuance under the 2017 Plan to automatically increase on January 1 of each year by the lesser of (1) 5% of the number of shares of the Company’s common stock outstanding on December 31 of the preceding calendar year or (2) such number of shares as determined by the board of directors.
The following table summarizes the activity of shares available for grant under the 2017 Equity Incentive Plan:
Shares available for grant at December 31, 2024 |
|
|
407,810 |
|
Increase in accordance with the evergreen provision |
|
|
631,724 |
|
Awards issued |
|
|
(1,994,459 |
) |
Awards canceled |
|
|
545,935 |
|
Stock repurchases |
|
|
1,407,543 |
|
Shares available for grant at December 31, 2025 |
|
|
998,553 |
|
|
|
|
|
|
Stock Options
Incentive stock options may only be granted to Company employees and may only be granted with an exercise price not less than the fair value of the common stock, or not less than 110% of fair value when the grant is issued to a person who, at the time of grant, owns stock representing more than 10% of the voting power of all classes of stock. Non-statutory stock options may be granted to Company employees, directors, and consultants, and may be granted at a price per share not less than fair value on the date of the grant.
Options granted under the 2005 Plan and 2017 Plan generally vest over four years and expire no later than 10 years from the grant date. The 2005 Plan and 2017 Plan grants the board of directors' discretion to determine when the options granted will become exercisable.
Compensation expense for stock options is based upon the estimated fair value of the awards. The fair value of stock option grants is determined using the Black-Scholes option pricing model which requires the use of certain assumed inputs. The assumed inputs used to determine the fair value of stock options granted for the years ended December 31, 2025, 2024 and 2023 are set forth below:
|
|
Year Ended December 31, |
||||
|
|
2025 |
|
2024 |
|
2023 |
Fair value of common stock |
|
$6.37-$16.43 |
|
$11.43-$17.74 |
|
$18.74 -$32.89 |
Expected term (in years) |
|
6 |
|
6 |
|
6 |
Risk-free interest rate |
|
3.65%-4.43% |
|
3.91%-4.56% |
|
3.46%-4.80% |
Expected volatility |
|
56%-62% |
|
62%-63% |
|
62%-63% |
Expected dividend yield |
|
— |
|
— |
|
— |
A summary of stock option activities during December 31, 2025, 2024 and 2023 is as follows:
|
|
Number |
|
|
Weighted |
|
|
Weighted |
|
|
Aggregate Intrinsic Value Exercised (in thousands) |
|
||||
Outstanding at December 31, 2022 |
|
|
1,256,056 |
|
|
$ |
28.20 |
|
|
|
|
|
|
|
||
Granted |
|
|
724,841 |
|
|
$ |
25.05 |
|
|
$ |
15.18 |
|
|
|
|
|
Exercised |
|
|
(19,021 |
) |
|
$ |
7.95 |
|
|
|
|
|
$ |
424 |
|
|
Canceled |
|
|
(172,445 |
) |
|
$ |
31.36 |
|
|
|
|
|
|
|
||
Outstanding at December 31, 2023 |
|
|
1,789,431 |
|
|
$ |
26.83 |
|
|
|
|
|
|
|
||
Granted |
|
|
121,044 |
|
|
$ |
14.66 |
|
|
$ |
8.92 |
|
|
|
|
|
Exercised |
|
|
(19,765 |
) |
|
$ |
2.97 |
|
|
|
|
|
$ |
214 |
|
|
Canceled |
|
|
(116,322 |
) |
|
$ |
21.52 |
|
|
|
|
|
|
|
||
Outstanding at December 31, 2024 |
|
|
1,774,388 |
|
|
$ |
26.62 |
|
|
|
|
|
|
|
||
Granted |
|
|
147,112 |
|
|
$ |
14.40 |
|
|
$ |
8.63 |
|
|
|
|
|
Exercised |
|
|
(17,491 |
) |
|
$ |
1.80 |
|
|
|
|
|
$ |
131 |
|
|
Canceled |
|
|
(214,867 |
) |
|
$ |
22.02 |
|
|
|
|
|
|
|
||
Outstanding at December 31, 2025 |
|
|
1,689,142 |
|
|
$ |
26.41 |
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
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. 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. 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:
|
Number |
|
|
Weighted |
|
|
Aggregate Intrinsic Value (in thousands) |
|
|
Weighted |
|
||||
Outstanding at December 31, 2025 |
|
1,689,142 |
|
|
$ |
26.41 |
|
|
$ |
297,457 |
|
|
|
6.11 |
|
Exercisable at December 31, 2025 |
1,322,354 |
|
|
$ |
28.23 |
|
|
$ |
281,843 |
|
|
|
5.51 |
|
|
At December 31, 2025, total unrecognized stock-based compensation cost related to unvested stock options was $4.1 million, which will be recognized ratably over a weighted-average period of 1.9 years.
No income tax benefits from stock-based compensation arrangements have been recognized in the consolidated statements of operations.
Restricted Stock Units with Service Conditions
The Company grants RSUs under the 2017 Plan to executive management, its non-employee directors and other directors. RSUs granted to executive management generally vest over four years, while RSUs granted to non-employee directors generally vest annually. A new non-employee director will receive an initial grant upon joining the board of directors and all non-employee directors receive new annual grants at each annual meeting of stockholders. Compensation expense for RSUs is based upon the estimated fair value of the awards on the date of grant.
A summary of RSU activities during December 31, 2025, 2024 and 2023 is as follows:
|
|
Number |
|
|
Weighted |
|
|
Aggregate Fair Value of RSUs Vested (in thousands) |
|
|||
Unvested RSUs at December 31, 2022 |
|
|
223,821 |
|
|
$ |
29.21 |
|
|
|
|
|
Granted |
|
|
233,878 |
|
|
$ |
28.84 |
|
|
|
|
|
Vested |
|
|
(135,235 |
) |
|
$ |
29.63 |
|
|
$ |
3,446 |
|
Forfeited |
|
|
(47,672 |
) |
|
$ |
31.08 |
|
|
|
|
|
Unvested RSUs at December 31, 2023 |
|
|
274,792 |
|
|
$ |
28.42 |
|
|
|
|
|
Granted |
|
|
373,124 |
|
|
$ |
16.52 |
|
|
|
|
|
Vested |
|
|
(210,503 |
) |
|
$ |
23.76 |
|
|
$ |
3,071 |
|
Forfeited |
|
|
(14,783 |
) |
|
$ |
18.49 |
|
|
|
|
|
Unvested RSUs at December 31, 2024 |
|
|
422,630 |
|
|
$ |
20.58 |
|
|
|
|
|
Granted |
|
|
457,479 |
|
|
$ |
16.37 |
|
|
|
|
|
Vested |
|
|
(301,840 |
) |
|
$ |
18.87 |
|
|
$ |
3,823 |
|
Forfeited |
|
|
(57,890 |
) |
|
$ |
18.57 |
|
|
|
|
|
Unvested RSUs at December 31, 2025 |
|
|
520,379 |
|
|
$ |
18.10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
At December 31, 2025, total unrecognized stock-based compensation cost related to RSUs was $7.8 million, which will be recognized ratably over a weighted-average period of 1.7 years.
During the year ended December 31 2023, the Company modified RSUs to accelerate vesting for one individual in respect of 2,256 RSUs. 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. 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. There were no modifications for the years ended December 31, 2025 and 2024.
Restricted Stock Units with Performance Conditions
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. PSUs generally vest in one installment on the certification date following the satisfaction of obtaining revenue, Adjusted EBITDA or other performance criteria. 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.
A summary of PSU activities during December 31, 2025, 2024 and 2023 is as follows:
|
|
Number |
|
|
Weighted |
|
|
Aggregate Fair Value of PSUs Vested (in thousands) |
|
|||
Unvested PSUs at December 31, 2022 |
|
|
— |
|
|
$ |
— |
|
|
|
|
|
Granted |
|
|
23,569 |
|
|
$ |
20.12 |
|
|
|
|
|
Unvested PSUs at December 31, 2023 |
|
|
23,569 |
|
|
$ |
20.12 |
|
|
|
|
|
Granted |
|
|
544,228 |
|
|
$ |
17.74 |
|
|
|
|
|
Forfeited |
|
|
(24,296 |
) |
|
$ |
18.30 |
|
|
|
|
|
Unvested PSUs at December 31, 2024 |
|
|
543,501 |
|
|
$ |
17.84 |
|
|
|
|
|
Granted |
|
|
1,394,909 |
|
|
$ |
16.01 |
|
|
|
|
|
Vested |
|
|
(23,569 |
) |
|
$ |
20.12 |
|
|
$ |
387 |
|
Forfeited |
|
|
(157,564 |
) |
|
$ |
16.62 |
|
|
|
|
|
Unvested PSUs at December 31, 2025 |
|
|
1,757,277 |
|
|
$ |
16.47 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
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. 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
In May 2017, the Board and the Company’s stockholders adopted the 2017 Employee Stock Purchase Plan (“2017 ESPP”). The 2017 ESPP permits the maximum discounted purchase price permitted under U.S. tax rules, including a “lookback,” which allows eligible employees to purchase shares of the Company’s common stock at a 15% discount to the lesser of the fair market value of common stock at the beginning and end of the offering period.
ESPP offering periods generally run for six months each. An employee’s purchase rights terminate immediately upon termination of employment or other withdrawal from the 2017 ESPP. No participant will have the right to purchase shares of common stock in an amount that has a fair market value of more than $25,000 determined as of the first day of the applicable purchase period, for each calendar year.
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 31st of the preceding calendar year, (2) 150,000 shares or (3) such lesser number of shares as determined by the board of directors.
The following table summarizes the activity of shares available under the 2017 ESPP:
Shares available for grant at December 31, 2024 |
|
|
566,633 |
|
Increase in accordance with the evergreen provision |
|
|
150,000 |
|
Issued during the year |
|
|
(74,855 |
) |
Shares available for grant at December 31, 2025 |
|
|
641,778 |
|
Stock-Based Compensation Expense
Total stock-based compensation expense for all award types is recorded in the consolidated statements of operations and was allocated as follows (in thousands):
|
Year Ended December 31, |
|
|||||||||
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Cost of revenues |
$ |
1,851 |
|
|
$ |
1,581 |
|
|
$ |
1,871 |
|
Sales and marketing |
|
1,717 |
|
|
|
2,329 |
|
|
|
1,983 |
|
Research and development |
|
1,332 |
|
|
|
1,188 |
|
|
|
1,307 |
|
General and administrative |
|
6,545 |
|
|
|
7,030 |
|
|
|
4,820 |
|
Total |
$ |
11,445 |
|
|
$ |
12,128 |
|
|
$ |
9,982 |
|
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 30, 2026 | Showing above |
| 2024 | Mar 31, 2025 | |
| 2023 | Apr 1, 2024 | |
| 2022 | Mar 14, 2023 | |
| 2021 | Mar 29, 2022 | |
| 2020 | Mar 29, 2021 | |
| 2019 | Mar 13, 2020 | |
| 2018 | Mar 4, 2019 | |
| 2017 | Mar 28, 2018 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.