Transom Capital Group Opens Tender Offer For All SoundThinking Shares It Doesn't Already Own At $8.00/Share In Cash Plus One CVR

The CVR represents the contractual right to receive a contingent cash payment of up to $3.00 per CVR, without interest and less any applicable tax withholding, upon the achievement of certain specified revenue milestones. The tender offer is being made in connection with the previously announced Agreement and Plan of Merger, dated September 28, 2026 (as amended from time to time, the "Merger Agreement").

"We are excited to launch our tender offer today and take the next step in the process to acquire SoundThinking," said Mads Jorge, Managing Director at Transom. "Our offer provides immediate significant value to SoundThinking’s stockholders, with potential additional upside in the future. We are thankful for the unanimous support of SoundThinking’s Board of Directors and are eager to further the Company’s critical mission following the successful closing of the transaction."

Transom Offer Unanimously Recommended by SoundThinking Board of Directors

The SoundThinking Board of Directors (the "SoundThinking Board") unanimously determined that the Merger Agreement and the transactions contemplated thereby, including the tender offer and the merger, are advisable and in the best interests of the Company and its stockholders. The SoundThinking Board recommends that SoundThinking stockholders tender their shares in the tender offer.

Cash Consideration Provides Immediate Liquidity, with the Opportunity for Potential Additional Value Through the CVR

In recommending that stockholders tender their shares into the offer, the SoundThinking Board considered a range of factors, including that the transaction delivers significant, immediate and certain value to stockholders with additional future upside potential.

The SoundThinking Board believed that the certainty of value provided by the $8.00 per share cash payment, together with the opportunity for stockholders to potentially receive additional value through one CVR per share representing the right to receive a contingent cash payment of up to $3.00 per CVR upon the achievement of certain specified revenue milestones, and the timing in which the transaction could be consummated, among other things, were in the best interests of SoundThinking’s stockholders.

The $8.00 per share cash consideration provides stockholders immediate liquidity and certainty of value at a premium of 46% to the closing price per share of the Company’s common stock on September 28, 2026 (the last trading day prior to the announcement of the transaction). Stockholders will also receive one CVR per share, which provides an opportunity to realize additional value of up to an aggregate of $3.00 per CVR in cash upon achievement of certain specified revenue milestones. The SoundThinking Board also took into account the timing in which the transaction could be consummated, among other things, in determining to recommend that the stockholders accept the offer and tender their shares pursuant to the offer.

Tender Offer Details

On October 20, 2026, Transom filed with the U.S. Securities and Exchange Commission (the "SEC") a tender offer statement on Schedule TO, including the offer to purchase and letter of transmittal (the "Schedule TO"), which sets forth the terms of the tender offer. Additionally, SoundThinking filed with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") that includes the recommendation of the SoundThinking Board that SoundThinking stockholders tender their shares in the tender offer.

The tender offer is scheduled to expire at one minute after 11:59 p.m., New York City time, on November 17, 2026, unless the tender offer is extended or earlier terminated in accordance with the terms of the Merger Agreement. Consummation of the tender offer is subject to customary conditions, including that there have been validly tendered and not validly withdrawn shares of SoundThinking common stock that, together with any shares owned by Transom, represent at least one share more than 50% of the shares outstanding as of the expiration of the tender offer. Following the successful completion of the tender offer, Transom will acquire any shares of SoundThinking that are not tendered in the tender offer through a second-step merger for the same consideration as paid in the tender offer.