10q10k10q10k.net

What changed in SOUNDTHINKING, INC.'s 10-K — 2024 vs 2025

vs

Paragraph-level year-over-year comparison of SOUNDTHINKING, INC.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+413 added−470 removedSource: 10-K (2026-03-30) vs 10-K (2025-03-31)

Top changes in SOUNDTHINKING, INC.'s 2025 10-K

413 paragraphs added · 470 removed · 316 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

93 edited+43 added−51 removed82 unchanged
Biggest changeOur SafetySmart TM platform includes six data-driven tools consisting of: (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 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.
Biggest changeOur SafetySmart TM platform includes six data-driven tools consisting of: (i) our 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 cases; (iii) CaseBuilder TM , a one-stop investigative case management system for tracking, reporting and collaborating on cases; (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; (v) PlateRanger TM powered by Rekor ® , an automatic 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.
We accomplish this by earning the trust of law enforcement and providing them solutions to help them better engage and strengthen the police-community relationships in fulfilling their sworn obligation to serve and protect all. Our inspiration comes from our principal founder, Dr. Bob Showen, who believes that the highest and best use of technology is to promote social good.
We accomplish this by earning the trust of law enforcement and providing solutions to help them better engage and strengthen the police-community relationships in fulfilling their sworn obligation to serve and protect all. Our inspiration comes from our principal founder, Dr. Bob Showen, who believes that the highest and best use of technology is to promote social good.
Incidents that are determined by the machine classifier algorithms to be obviously non-gunfire are filtered out and not presented for human classification. All incidents not filtered out by our machine classifier algorithms are sent to the incident review specialists in our IRC for analysis and human classification.
Incidents that are determined by the machine classifier algorithms to be obviously non-gunfire are filtered out and not presented for human classification. All incidents not filtered out by our machine classifier algorithms are sent to the incident review specialists in our IRC for analysis and classification.
The time from a report of an outdoor trigger-pull to a notification being sent to our customers is typically 45 seconds or less. 7 Intelligent and Ruggedized Sensors Our rugged gunshot detection sensor is an intelligent, internet-enabled device that is specially built to ignore ambient noise and respond to impulsive sounds, accurately time-stamping their arrival times.
The time from a report of an outdoor trigger-pull to a notification being sent to our customers is typically 45 seconds or less. 7 Intelligent and Ruggedized Sensors Our rugged gunshot detection sensor is an intelligent, internet-enabled device that is specially designed and built to ignore ambient noise and respond to impulsive sounds, accurately time-stamping their arrival times.
To ensure alignment with our short- and long-term objectives, our compensation programs for all employees include base pay, short-term incentives, and opportunities for long-term incentives, including equity incentives offered under our employee equity incentive plans and employee stock purchase program. Our well-being and benefit programs focus on four key pillars: physical, emotional, financial and community health.
To ensure alignment with our short- and long-term objectives, our compensation programs for all employees include base pay, short-term incentives, and opportunities for long-term incentives, including equity incentives offered under our employee equity incentive plans and employee stock purchase program. Our well-being and benefit programs focus 27 on four key pillars: physical, emotional, financial and community health.
The Insight application can create an investigative lead summary report that describes the specifics of a single incident as reported by the IRC staff or a multiple incident report that lists groups of such incidents. Complex filters may be defined using multiple search criteria and the filters named and saved for recurring use.
The Insight application can create an investigative lead summary (“ILS”) report that describes the specifics of a single incident as reported by the IRC staff or a multiple incident report that lists groups of such incidents. Complex filters may be defined using multiple search criteria and the filters named and saved for recurring use.
In addition, coral reefs form the basis of coastal and marine tourism, a valuable national income sector. It is estimated that, coral reefs around the globe provide services valued between US $172 billion to $375 billion annually. Reefs must be protected for economic sustainability and food security.
In addition, coral reefs form the basis of coastal and marine tourism, a valuable national income sector. It is estimated that, coral reefs around the globe provide services valued between $172 billion to $375 billion annually. Reefs must be protected for economic sustainability and food security.
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 report of the gunfire incident.
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 gunfire incident.
We continue to expand the breadth and depth of our content library that is on display primarily in the Resource Center and Results page of our website and make the information easier to find and share for prospective customers and influencers.
We continue to expand the breadth and depth of our content library that is on display primarily in the Resource Center page of our website and make the information easier to find and share for prospective customers and influencers.
Coral reefs are not only home to a myriad of marine organisms including fish but also provide significant livelihood support and form an invaluable protective barrier offshore (protecting the land from heavy storms, tsunamis, and wave action). The potential decline in fish catch which is the protein source for approximately 1 billion coastal residents is a strategic food security issue.
Coral reefs are not only home to a myriad of marine organisms including fish but also provide significant livelihood support and form an invaluable protective barrier offshore (protecting the land from heavy storms, tsunamis, and wave action). The potential decline in fish catch which is the protein source for approximately one billion coastal residents is a strategic food security issue.
How CaseBuilder works 15 ResourceRouter Law enforcement agencies today are tasked with an impossible feat: maintain an efficient, data-driven police force in the face of staffing shortages, data silos and outdated manual report processes. ResourceRouter helps address this new reality by helping agencies make their largest cost center–patrol–more efficient and effective in reducing crime and better engaging with the community.
How CaseBuilder works 16 ResourceRouter Law enforcement agencies today are tasked with an impossible feat: maintain an efficient, data-driven police force in the face of staffing shortages, data silos and outdated manual report processes. ResourceRouter helps address this new reality by helping agencies make their largest cost center–patrol–more efficient and effective in reducing crime and better engaging with the community.
We also offer expert witness testimony to introduce the forensic analysis of the DFRs at trial and to provide technical expertise regarding our technology. Our forensic employees have testified in over 300 cases throughout the United States. Our forensic analyses have survived dozens of challenges in numerous states, under both the Frye and Daubert standards of admissibility.
We also offer expert witness testimony to introduce the forensic analysis of the DFRs at trial and to provide technical expertise regarding our technology. Our forensic employees have testified in over 455 cases throughout the United States. Our forensic analyses have survived dozens of challenges in numerous states, under both the Frye and Daubert standards of admissibility.
The issued patents expire on various dates from 2025 to 2034. We also license software from third parties for integration into our offerings, including open source software and other software available on commercially reasonable terms. Human Capital Our values encourage us to be genuine, innovative, engaged and exceptional.
The issued patents expire on various dates from 2026 to 2034. We also license software from third parties for integration into our offerings, including open-source software and other software available on commercially reasonable terms. Human Capital Our values encourage us to be genuine, innovative, engaged and exceptional.
This modernized approach to patrol management leads to more effective crime reduction and safer communities. 16 ResourceRouter uses AI-driven analysis to direct officers to patrol a location within their beat that ensure officers are at the right place at the right time for crime prevention during their shift.
This modernized approach to patrol management leads to more effective crime reduction and safer communities. 17 ResourceRouter uses AI-driven analysis to direct officers to patrol a location within their beat that ensure officers are at the right place at the right time for crime prevention during their shift.
Results and Benefits: 17 • Direct patrol officers to the right place and the right time for crime prevention. • Empower patrol officers with real-time actionable insights for spontaneous deployment. • Reports on officer activity for impact and accountability. • Enhance community engagement. • Provide patrol officers with easy access to key operational information and safety data.
Results and Benefits: 18 • Direct patrol officers to the right place and the right time for crime prevention. • Empower patrol officers with real-time actionable insights for spontaneous deployment. • Reports on officer activity for impact and accountability. • Enhance community engagement. • Provide patrol officers with easy access to key operational information and safety data.
SoundThinking, the SoundThinking logo, ShotSpotter TM , ShotSpotter for Campus TM , ShotSpotter for Corporate TM , ResourceRouter ® , CaseBuilder TM , CrimeTracer TM , PlateRanger™ powered by Rekor ® , SafePointe TM , SoundThinking Labs and other trade names, trademarks or service marks of SoundThinking appearing in this Annual Report on Form 10-K are the property of SoundThinking, Inc.
SoundThinking ® , the SoundThinking logo, SafetySmart Platform ® , ShotSpotter ® , ShotSpotter ® for Campus, ShotSpotter ® for Corporate, ResourceRouter TM , CaseBuilder ® , CrimeTracer TM , PlateRanger TM powered by Rekor ® , SafePointe ® , SoundThinking ® Labs and other trade names, trademarks or service marks of SoundThinking appearing in this Annual Report on Form 10-K are the property of SoundThinking, Inc.
Gut-based Patrolling Problem Agencies face a resource deficit and need more efficient ways to patrol and prevent crime. Most departments use old patrolling methods that are non data-driven, have limited visibility to officer activity and no controls to reduce over-policing.
Gut-Based Patrolling Problem Agencies face a resource deficit and need more efficient ways to patrol and prevent crime. Most departments use old patrolling methods that are not data-driven, have limited visibility to officer activity and no controls to reduce over-policing.
Too many suspects do not face the consequences and are free to commit additional crimes while victims and their families suffer without closure. Police use a mix of manual, homegrown and limited function record management system ("RMS") modules for case management.
Too many suspects do not face the consequences and are free to commit additional crimes while victims and their families suffer without closure. Police use a mix of manual, homegrown and limited function record management system (“RMS”) modules for case management.
ShotSpotter Competitors ShotSpotter is unique because it provides scalable wide area gunshot detection over large and geographically diverse areas, provides immediate and precise data on gunfire, helps communities define the scope of illegal gunfire, and provides cities with detailed forensic data for investigation, prosecution and analysis.
ShotSpotter Competitors ShotSpotter is differentiated because it provides scalable wide area gunshot detection over large and geographically diverse areas, provides immediate and precise data on gunfire, helps communities define the scope of illegal gunfire, and provides cities with detailed forensic data for investigation, prosecution and analysis.
Since our founding over 28 years ago, SoundThinking has been and continues to be a purpose-led company. We are a mission-driven organization that is focused on improving public safety outcomes.
Since our founding over 29 years ago, SoundThinking has been and continues to be a purpose-led company. We are a mission-driven organization that is focused on improving public safety outcomes.
For example, our solutions can be used in connection with: drones to access a crime scene to determine if there is a victim for which an ambulance is needed and to provide situational awareness for officers who are heading towards the scene; video surveillance cameras to automatically point tilt and zoom them in the direction of gunfire, assist in feeding more bullet casings to the National Integrated Ballistic Information Network (“NIBIN”) for ballistic matching and the identification of suspects and automated ALPRs used by law enforcement to improve the investigation efforts.
For example, our solutions can be used in connection with: • drones to access a crime scene to determine if there is a victim for which an ambulance is needed and to provide situational awareness for officers who are heading towards the scene; • video surveillance cameras to automatically point tilt and zoom them in the direction of gunfire, assist in feeding more bullet casings to the National Integrated Ballistic Information Network (“NIBIN”) for ballistic matching and the identification of suspects; and • automated license plate recognition systems used by law enforcement to improve the investigation efforts.
Item 1. B USINESS Overview 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. As of December 31, 2024 we had approximately 328 customers and to date have worked with approximately 2,100 agencies to help drive more efficient, effective, and equitable public safety outcomes.
Item 1. B USINESS Overview 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. As of December 31, 2025, we had approximately 319 customers and to date have worked with approximately 2,100 agencies to help drive more efficient, effective, and equitable public safety outcomes.
When gunfire is not reported or is reported inaccurately, law enforcement and medical personnel cannot address injuries nor effectively investigate and solve related crimes or prevent future incidents. The communities in which gun violence occurs suffer significant economic loss.
When gunfire is not reported or is reported inaccurately, law enforcement and medical personnel cannot address injuries nor effectively investigate and solve related crimes or prevent future incidents. We also believe the communities in which gun violence occurs suffer significant economic loss.
It features two discreet metal bollards positioned 8-10 feet apart to create a “lane,” equipped with an advanced 3D camera and an NVIDIA ® ️-powered edge processor running a state-of-the art AI model. Most customers install multiple lanes throughout their facilities to ensure protection across all entrances.
It features two discreet metal bollards positioned up to eight feet apart to create a “lane,” equipped with an advanced 3D camera and an NVIDIA ® -powered edge processor running a state-of-the art AI model. Most customers install multiple lanes throughout their facilities to ensure protection across all entrances.
For example, of our ShotSpotter customers, approximately 39% have expanded their coverage areas from their original deployment areas by an average of almost eight square miles as of December 31, 2024. Our overall revenue retention rate was 105% for 2024, 107% for 2023 and 124% for 2022. • Expand Our International Footprint.
For example, of our ShotSpotter customers, approximately 39% have expanded their coverage areas from their original deployment areas by an average of almost eight square miles as of December 31, 2025. Our overall revenue retention rate was 99% for 2025, 105% for 2024 and 107% for 2023. • Expand Our International Footprint.
The direct competitors include companies offering a case management module as part of their RMS such as Mark43, Tyler, and Soma Global. There are several purpose-built case management solutions such as Kaseware and CaseClosed. Also, many agencies use manual or homegrown methods.
The direct competitors include companies offering a case management module as part of their RMS such as Mark43, Soma Global and Tyler. There are several purpose-built case management solutions such as CaseClosed and Kaseware, as well as case management functionality built directly into RMS. Also, many agencies use manual or homegrown methods.
As of December 31, 2024, we had 64 employees in our research and development organization. In addition, we engage in research and development activities with manufacturing partners and outsource certain activities to engineering firms to further supplement our internal team. Competition The markets for public safety and security solutions are highly fragmented and evolving.
As of December 31, 2025, we had 54 24 employees in our research and development organization. In addition, we engage in research and development activities with manufacturing partners and outsource certain activities to engineering firms to further supplement our internal team. Competition The markets for public safety and security solutions are highly fragmented and evolving.
Coverage areas under contract included 177 cities and 20 universities and corporations across the United States, South Africa, Uruguay, Brazil and the Bahamas, including some of the largest cities in the United States. Most of our revenue is attributable to customers based in the United States.
Coverage areas under contract included 178 cities and 22 universities and corporations across the United States, South Africa, Uruguay, Brazil and the Bahamas, including some of the largest cities in the United States. Most of our revenue is attributable to customers based in the United States.
We have been able to collect revenues from philanthropic entities to cover direct and indirect costs. Innovations have made their way back into our commercial business such as the development of a solar-powered sensor from the Kruger deployment; that technology is similar to those now being used for our freeway deployment.
We have been able to collect revenues from philanthropic entities to cover direct and indirect costs. Some of these innovations have made their way back into our commercial business such as the development of a solar-powered sensor from the Kruger deployment; that technology is similar to those now being used for certain deployments and situations.
We are continually investing in our global workforce to further drive diversity and inclusion, provide fair and competitive pay and benefits to support our employees’ well-being, and to foster the growth and development of all employees. As of December 31, 2024, we employed 316 people, all but one of whom were full-time and based in the United States.
We are continually investing in our global workforce to further drive diversity and inclusion, provide fair and competitive pay and benefits to support our employees’ well-being, and to foster the growth and development of all employees. As of December 31, 2025, we employed 305 people, all but three of whom were full-time and based in the United States.
We have a three-pronged strategy to grow our diversity over time by (1) attracting diverse talent and ensuring fair hiring through inclusive and strategic recruitment practices, (2) creating an inclusive workplace environment for employees, and (3) joining forces with our customers, partners and peers to drive industry progress.
We have a three-pronged strategy to foster inclusion and broaden representation over time by (1) attracting diverse talent and ensuring fair hiring through inclusive and strategic recruitment practices, (2) creating an inclusive workplace environment for employees, and (3) joining forces with our customers, partners and peers to drive industry progress.
This mandate must be met while facing municipal budget pressures, evolving public safety policies, and calls for police reform, all while violent crime remains a critical concern and case closure rates struggle to improve. There are three distinct problems associated with the public safety gap, which are discussed below. The Violent Crime Problem The majority of urban gunfire goes unreported.
This mandate must be met while facing municipal budget pressures, evolving public safety policies, and calls for police reform, all while violent crime remains a critical concern and case closure rates struggle to improve. There are three distinct problems associated with the public safety gap, which are discussed below.
We recognize that everyone deserves respect and equal treatment, regardless of gender, race, ethnicity, age, disability, sexual orientation, gender identity, cultural background or religious belief.
We recognize that everyone deserves respect and equal treatment, regardless of protected characteristics such as gender, race, ethnicity, age, disability, sexual orientation, gender identity, cultural background or religious belief.
As of December 31, 2024, 43% of our board members were women and 57% of our board members were from underrepresented communities. Compensation, Benefits and Well-being 26 We strive to offer fair, competitive compensation and benefits that support our employees’ overall well-being.
As of December 31, 2025, 43% of our board members were women and 57% of our board members were self-identified as being from underrepresented communities. Compensation, Benefits and Well-being We strive to offer fair, competitive compensation and benefits that support our employees’ overall well-being.
For the year ended December 31, 2022, our two largest customers, the City of New York and the City of Chicago, accounted for 30% and 10% of our revenues, respectively. Delivery of CaseBuilder in the City of New York has added additional professional services requirements and revenue. Go-To-Market We sell our solutions through our direct sales teams.
For the year ended December 31, 2023, our two largest customers, the City of New York and the City of Chicago accounted for 25% and 9% of our 23 revenues, respectively. Delivery of CaseBuilder in the City of New York has added additional professional services requirements and revenue. Go-To-Market We sell our solutions through our direct sales teams.
Our total attrition rate in 2024 was less than 20%, we have not experienced work stoppages, and we believe our employee relations are good. We have been designated a Great Place to Work ® Company for the last six years. Diversity, Equity and Inclusion Our vision is to advance diversity, equity and inclusion across the company.
Our total attrition rate in 2025 was less than 13%, we have not experienced work stoppages, and we believe our employee relations are good. We have been designated a Great Place to Work ® Company for the last seven years. Diversity, Equity and Inclusion Our vision is to advance equal opportunity across the company.
Coverage areas under contract for ShotSpotter included over 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, Uruguay, Brazil and the Bahamas, including some of the largest cities in the United States. As of December 31, 2024, we had 277 SafePointe lanes under contract.
Coverage areas under contract for ShotSpotter included over 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, Uruguay, Brazil 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.
As of December 31, 2024, we had ShotSpotter, ShotSpotter for Campus and ShotSpotter for Corporate coverage areas under contract of over 1,076 square miles in the aggregate, of which 1,074 miles have gone live.
As of December 31, 2025, we had ShotSpotter, ShotSpotter for Campus and ShotSpotter for Corporate coverage areas under contract of over 1,092 square miles in the aggregate, of which 1,064 miles have gone live.
Results and Benefits: • Connects vehicles of interest associations through advanced analytics • Creates faster, more relevant investigative leads • Force multiplier that optimizes resource allocation and streamlines investigative processes • Integrates with leading law enforcement databases and software 18 • Provides valuable data for private sector clients security teams in managing potential safety, security and operational issues on their facilities SafePointe SafePointe is an AI-based weapons detection system designed for high throughput facilities.
Results and Benefits: • Connects vehicles of interest associations through advanced analytics. • Creates faster, more relevant investigative leads. • Force multiplier that optimizes resource allocation and streamlines investigative processes. • Integrates with leading law enforcement databases and software. 19 • Provides valuable data for private sector clients security teams in managing potential safety, security and operational issues on their facilities.
Research and Development 23 We focus our research and development efforts on enhancing our advanced signal processing and classification algorithms, updating our sensor hardware technology, reducing manufacturing costs, developing mobile, web and desktop applications, evolving our cloud-deployed back-end infrastructure and integration with “smart cities” initiatives.
Research and Development We focus our research and development efforts on enhancing our advanced signal processing and classification algorithms, updating our sensor hardware technology, reducing manufacturing costs, developing mobile, web and desktop applications, evolving our cloud-deployed back-end infrastructure and integration with “smart cities” initiatives. AI is a growing part of our share of investment in research and development.
As of December 31, 2024, we had ShotSpotter, ShotSpotter for Campus, and ShotSpotter for Corporate coverage areas under contract for over 1,076 square miles, of which over 1,074 square miles had gone live.
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.
For the year ended December 31, 2024, our two largest customers, the City of New York and the City of Chicago, accounted for 23% and 10% of our revenues, respectively. For the year ended December 31, 2023, our two largest customers, the City of New York and the City of Chicago accounted for 25% and 9% of our revenues, respectively.
For the year ended December 31, 2025, our largest customer, the City of New York, accounted for 29% of our revenues. For the year ended December 31, 2024, our two largest customers, the City of New York and the City of Chicago, accounted for 23% and 10% of our revenues, respectively.
In addition, we may face competition from companies offering alternative solutions as well as solutions developed internally by our customers. PlateRanger Competitors PlateRanger is in an active growing market with multiple offerings. Primary direct competitors include Flock ALPR, Motorola with multiple branded offerings and Genetec.
In addition, we may face competition from companies offering alternative solutions as well as solutions developed internally by our customers. PlateRanger Competitors PlateRanger operates in an active growing and highly competitive environment. Competitors include Axon, Flock ALPR, Genetec and Motorola with multiple branded offerings.
The ability to respond more quickly increases the chances of apprehending the shooter and assisting victims of violence, in addition to aiding in evidence collection. • ShotSpotter Potentially Helps Save Lives The below graphic demonstrates positive impact results observed at a few of our customers. 1 - Oakland PD statistics 2023 2 - Albuquerque PD statistics 2022 3 - Las Vegas PD statistics 2023 4 - Baltimore PD statistics 2024 • Improved Police Officer Safety .
The ability to respond more quickly increases the chances of apprehending the shooter and assisting victims of violence, in addition to aiding in evidence collection. • ShotSpotter Potentially Helps Save Lives The below graphic demonstrates positive impact results observed at a few of our customers. 1 - Pueblo PD statistics 2024-2025 2 - Municipality of Niterói 2025 3 - Utica PD statistics 2024 4 - Peoria PD statistics 2025 • Improved Police Officer Safety .
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.
We also offer other 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.
We believe that our solutions provide additional and valuable information regarding gunshot incidents as the alerts we provide give additional insight and situational awareness, including round count, potential multiple shooters and potential use of an automatic weapon, that allow the responders to be better prepared to respond appropriately. • Prevention and Deterrence of Gun Violence.
We believe that ShotSpotter provides additional and valuable information regarding gunshot incidents as the alerts we provide give additional insight and situational awareness, including round count, potential multiple shooters and potential use of an automatic weapon, that allow the responders to be better prepared to respond appropriately. • Increased Awareness of Gunfire Activity.
We believe PlateRanger has multiple advantages compared to our competition including product performance as tested by an independent third party, product integration with ShotSpotter, CrimeTracer and Real Time Crime Centers, breadth of functionality, price and customer service. SafePointe Competitors SafePointe has a few direct competitors and also competes with a few alternative approaches to weapons detection.
We believe PlateRanger has multiple advantages compared to our competition including product performance as tested by an independent third party, product integration with ShotSpotter, CrimeTracer and Real Time Crime Centers, breadth of functionality, price and customer service.
In order to create products that solve challenging problems for people all over the world, we need employees who can bring diverse perspectives and life experiences. We are committed to bringing more women and underrepresented and underserved groups into technology careers. We employ inclusive recruitment practices to source diverse candidates and mitigate potential bias.
In order to create products that solve challenging problems for people all over the world, we need employees who can bring diverse perspectives and life experiences. We employ inclusive recruitment practices to source diverse candidates and mitigate potential bias.
To safeguard these rights, we rely on a combination of patent, trademark, copyright and trade secret laws, and contractual protections in the United States and other jurisdictions. As of December 31, 2024, we had 34 issued patents, 28 in the United States, two in Brazil, and one each in Israel, Mexico, the United Kingdom, France and Germany.
To safeguard these rights, we rely on a combination of patent, trademark, copyright and trade secret laws, and contractual protections in the United States and other jurisdictions. 26 As of December 31, 2025, we had 29 issued patents, 21 in the United States, three in Brazil, and one each in Mexico, the European Union, the United Kingdom, France and Germany.
Further, CrimeTracer is integrated with the Thomson Reuters CLEAR TM platform for CLEAR and CrimeTracer subscribers, allowing access to billions of additional public data records in a seamless experience. CaseBuilder Competitors There are many competitors in the market for investigative case management.
Further, CrimeTracer is integrated with the Thomson Reuters CLEAR platform for CLEAR and CrimeTracer subscribers, allowing access to billions of additional public data records in a seamless experience. CaseBuilder Competitors Our investigative case management solutions operate in a highly competitive environment.
A 2016 report published by The Brookings Institute analyzing data collected from ShotSpotter and our customers suggests that approximately 80% of the gunshots detected by our public safety solution are not reported to 911 by residents.
The Violent Crime Problem We believe the majority of urban gunfire goes unreported. A 2016 report published by the Brookings Institution analyzing data collected from ShotSpotter and our customers suggests that approximately 80% of the gunshots detected by our public safety solution are not reported to 911 by residents.
We have also developed ShotSpotter for Corporate (formerly ShotSpotter SiteSecure) for customers such as corporations trying to safeguard their employees, customers, brand and profits. As of December 31, 2024, we had 20 ShotSpotter for Campus and ShotSpotter for Corporate customers under contract.
We have developed our ShotSpotter for Campus, (formerly ShotSpotter SecureCampus) solution for universities and other educational institutions. We have also developed ShotSpotter for Corporate (formerly ShotSpotter SiteSecure) for customers such as corporations trying to safeguard their employees, customers, brand and profits. As of December 31, 2025, we had 22 ShotSpotter for Campus and ShotSpotter for Corporate customers under contract.
Law Enforcement Services Platform 5 Security Market Services Platform ShotSpotter ShotSpotter, our acoustic gunshot detection technology serves cities and municipalities seeking to identify, locate and deter persistent, localized gun violence by incorporating a real-time gunshot detection system into their policing 6 systems.
Solutions for Law Enforcement 5 Solutions for Security Markets ShotSpotter 6 ShotSpotter, our acoustic gunshot detection technology serves cities and municipalities seeking to identify, locate and deter persistent, localized gun violence into their policing systems.
We intend to continue to invest in building a global sales organization as we further penetrate the market for ShotSpotter and expand the customer base for our security solutions. Marketing Our marketing function has several focus areas, with demand generation being the largest investment.
We intend to continue to invest in building a global sales organization as we explore further opportunities for ShotSpotter and expand the customer base for our security solutions. Marketing Our marketing function has several focus areas, with demand generation being the largest investment. It is designed to drive a new and qualified pipeline for each product in our SafetySmart platform.
Our public safety solution provides cities with the ability to react quickly to gun violence, thus providing 13 the ability to improve their responses and residents’ perception of their responses. This provides our customers with the opportunity to foster improved community relations and collaboration with their residents.
Our public safety solution provides cities with the ability to react quickly to gun violence, thus providing the ability to improve their responses and residents’ perception of their responses.
It is designed to drive a new and qualified pipeline for each product in our SafetySmart platform. The program consists of a series of targeted email, digital and offline campaigns to key personas in prospective agencies, as well as influencers, to drive interest in our suite of products.
The program consists of a series of targeted email, digital and offline campaigns to key personas in prospective agencies, as well as influencers, to drive awareness and interest in our suite of products.
Siloed data collection also takes additional time, making locating suspects or investigative leads more difficult. 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.
PlateRanger, powered by Rekor PlateRanger, powered by Rekor, is 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.
With only four currently deployed ShotSpotter customers outside of the United States in South Africa, the Bahamas, Brazil and Uruguay, we believe that we have a significant opportunity to expand internationally.
With only four currently deployed ShotSpotter customers outside of the United States in South Africa, the Bahamas, Brazil and Uruguay, we believe that we have a significant opportunity to expand internationally. As part of our growth strategy in Brazil, we recently hired a new Vice President of Sales in Brazil to further our expansion in the region.
SoundThinking Labs SoundThinking Labs houses our advanced technology efforts to adapt and extend our commercial technology to address significant wildlife and environmental issues. Our current focus is on combating rhino poaching in Kruger National Park, South Africa and blast fishing that threatens coral reefs and food security in Southeast Asia.
SoundThinking Labs SoundThinking Labs houses our advanced technology efforts to adapt and extend our commercial technology to use cases and verticals outside of our core public sector focus. Current use cases include combating rhino poaching in Kruger National Park, South Africa and blast fishing that threatens coral reefs and food security in Southeast Asia.
SafePointe enhances the security by providing the following capabilities: • Identify the individual carrying a weapon when they are walking through the bollards at the same time as others. • Deliver an alert to security officers that includes still and video images of the person to search. • Comprehensive system overview with advanced search filters to easily find historical incidents, create ad hoc reports, and aid investigations • Detailed alert review summary and performance metrics (e.g. visitor count, detections, and etc.) available at your fingertips.
SafePointe enhances security by providing the following capabilities: • Quickly identifying the individual carrying a weapon when they are walking through the bollards at the same time as others. • Comprehensive system overview with advanced search filters to easily find historical incidents, create ad hoc reports, and aid investigations. • Detailed alert review summary and performance metrics (e.g. visitor count, detections, and etc.) available at your fingertips. 20 Our Opportunity We believe there is significant demand for the various products comprising our SafetySmart platform.
We make efforts to ensure our employees receive access to advanced opportunities within the company. Board Composition and Refreshment As stated in our Corporate Governance Guidelines, our board of directors values diversity and recognizes the importance of having unique and complementary backgrounds and perspectives in the board room.
Board Composition and Refreshment As stated in our Corporate Governance Guidelines, our board of directors values diversity and recognizes the importance of having unique and complementary backgrounds and perspectives in the board room.
In 2021, we expanded our strategic communications capacity in response to specious, misleading, and false assertions made by certain media outlets and other organizations about ShotSpotter.
We also have a strategic communications capacity to respond to any specious, misleading and false assertions made by certain media outlets and other organizations about ShotSpotter.
Our Vision We see a world where data are converted into actionable intelligence thereby enabling law enforcement and security departments to implement modern 21st century public safety practices. These practices can help police and security personnel be more efficient in directing interventions toward the relative few that commit crimes and present security threats.
Our Vision We see a world where data are converted into actionable intelligence thereby enabling law enforcement and security departments to implement practices to more efficiently direct interventions toward the relative few that commit crimes and present security threats. These practices in turn help build community trust and engagement while co-producing positive public safety outcomes.
Because law enforcement agencies or government entities have limited funds, they may have to choose among resources or solutions that help them to meet their overall mission such as video management systems, and other security solutions. Accordingly, we compete not only with our customers’ internal budget decisions, but also with other companies vying for these limited funds.
We also compete with other possible uses of the limited funding available to our SoundThinking customers. Because law enforcement agencies or government entities have limited funds, they may have to choose among resources or solutions that help them to meet their overall mission such as video management systems, and other security solutions.
As of December 31, 2024, women represented 39% of our employees, and underrepresented minorities, defined as those who identify as Black/African American, Hispanic/Latinx, Native American, Pacific Islander and/or two or more races, represented 56% of our employees.
As of December 31, 2025, women represented 37% of our employees, and underrepresented minorities, defined as those who identify as Black/African American, Asian, Hispanic/Latinx, Native American, Pacific Islander and/or two or more races, represented 54% of our employees. These data are based on voluntary self-identification.
We estimate that the market outside the United States for our public safety solutions includes approximately 200 cities in Central America, the Caribbean, South America and southern Africa that have at least 500,000 residents. In addition, we believe that there is a market for our security solutions, ResourceRouter and CaseBuilder outside the United States.
We estimate that the opportunity outside the United States for our public safety solutions includes approximately 200 cities in Central America, the Caribbean, South America and southern Africa that have at least 500,000 residents. We have seen international customers succeed and expand their deployments.
The following is an example of a DFR. Detailed Forensic Report: 11 ShotSpotter Results and Benefits 12 • Expedited Response to Gunfire. In 2024, we issued over 328,000 gunshot alerts to our customers. In areas where gun violence is persistent, we believe most gunshots are not otherwise reported.
The following is an example of a DFR. Detailed Forensic Report: 11 ShotSpotter Results and Benefits 12 • Expedited Response to Gunfire. In areas where gun violence is persistent, we believe most gunshots are not otherwise reported. Even when calls are made, many callers are unable to provide a location of the gunshot or other relevant details.
ResourceRouter, CaseBuilder and CrimeTracer are also sold on a subscription basis generally customized based on the number of sworn officers in a particular city. With the acquisition 22 of SafePointe, we generate revenues from subscriptions of our AI-based weapons detection system based on the number of entryways, or lanes being covered, a lane being the detection area between two sensors.
With the acquisition of SafePointe, we generate revenues from subscriptions of our AI-based weapons detection system based on the number of entryways, or lanes being covered, a lane being the detection area between two sensors.
We plan to leverage our large and growing installed base of customers with high net promoter attributes that consider SoundThinking a trusted partner. Key elements of our strategy include: 20 • Entry Into Large and Fast-Growing Advanced License Plate Recognition (ALPR) Market.
We plan to leverage our large and growing installed base of customers with high net promoter attributes that consider SoundThinking a trusted partner. Key elements of our strategy include: • Further Penetration of Commercial Security Customers with SafePointe and Weapons Detection.
Unlike bulky legacy metal detection, SafePointe’s discreet form factor enables guests and employees to quickly pass unobtrusively without disruption or the need for security personnel stationed at entrances.
Unlike bulky legacy metal detection, SafePointe’s discreet form factor enables guests and employees to quickly pass unobtrusively without disruption or the need for security personnel stationed at entrances. SafePointe’s ability to quickly screen individuals and their bags makes it an attractive option for hospitals, casinos, higher education, corporate locations, museums and warehouses.
An additional alternative to develop investigative leads is using the law enforcement agency's existing Record Management System ("RMS") search function. We believe CrimeTracer is uniquely positioned due to its comprehensive and regularly enhanced features and functions, and our large private Criminal Justice Information Standard data set which we believe to be the largest available.
We believe CrimeTracer is favorably positioned due to its comprehensive and regularly enhanced features and functions, and our large private Criminal Justice Information Standard data set which we believe to be the largest available.
The SafetySmart platform includes our flagship product ShotSpotter ® , CrimeTracer™, CaseBuilder™, ResourceRouter™, PlateRanger™ powered by Rekor ® , and SafePointe, our AI-based weapons detection system.
We believe the SafetySmart platform can be a valuable set of technological solutions for implementing these public safety practices. The SafetySmart platform includes our flagship product ShotSpotter, CrimeTracer, CaseBuilder, ResourceRouter, PlateRanger powered by Rekor and SafePointe, our AI-based weapons detection system.
Trade names, trademarks and service marks of other companies appearing in this Annual Report on Form 10-K are the property of their respective holders. Where You Can Find More Information You can read our SEC filings, including this Annual Report on Form 10-K, over the internet at the SEC’s website at www.sec.gov.
Trade names, trademarks and service marks of other companies appearing in this Annual Report on Form 10-K are the property of their respective holders.
By contrast, our solutions typically alert emergency dispatch centers and field personnel within 45 seconds of the report of the gunfire incident and provide an exact location, enabling them to respond faster and to a specific location.
Human response time to unfolding violence often delays calls for several minutes in circumstances where response time can be critical. By contrast, our ShotSpotter service typically alerts emergency dispatch centers and field personnel within 45 seconds of the report of the gunfire incident and provide an exact location, enabling them to respond faster and to a specific location.
In addition to other gunfire detection companies, we may face competition from companies offering alternative security technologies, such as video surveillance, access control, alarm and lighting systems. The direct competitors for security solutions include the Alarm.com, ZeroEyes. Safety Dynamics Inc., EAGL, Wi-fiber, AmberBox, Inc and Flock Safety.
ShotSpotter for Campus, ShotSpotter for Corporate Competitors Our security solutions operate in a highly competitive environment. In addition to other gunfire detection companies, we may face competition from companies offering alternative security technologies, such as video surveillance, access control, alarm and lighting systems.
Most of these other outdoor solutions on the market offer limited scope point protection, proximity sensors, or “counter-sniper systems.” These systems are designed primarily for covering small areas, or for defined military or SWAT team applications, where the target is known in advance and it is possible to put a sensor directionally toward the target.
These systems are designed primarily for covering small areas, or for defined military or SWAT team applications, where the target is known in advance and it is possible to put a sensor directionally toward the target. However, urban areas and critical infrastructure may require a wider system of protection that can cover a large area.
A seamless integration with the user's existing infrastructure puts the power directly into the hands of law enforcement professionals, including patrol, investigators, analysts and command staff. CaseBuilder The average homicide clearance rate in the United States was less than 50% in 2021, according to a report published by The Marshall Project in 2022.
Integrating with your existing infrastructure, CrimeTracer also features seamless, native integration across other SafetySmart platform solutions, including ShotSpotter, PlateRanger and CaseBuilder. 15 CaseBuilder The average homicide clearance rate in the United States was less than 50% in 2021, according to a report published by The Marshall Project in 2022.
We believe that we continue to be in the early stages of penetrating the markets for our public safety solutions. We serve law enforcement agencies in three of the ten largest U.S. cities as ShotSpotter customers.
We believe that we are in the early stages of adoption of our public safety solutions. We serve law enforcement agencies as ShotSpotter customers in three of the ten largest U.S. cities. Over the last few years, we expanded our direct sales force and customer success teams and added marketing lead-generation capabilities to help accelerate growth.
While we will still plan to sell to educational institutions, we are shifting our primary focus to certain commercial customers. We feel SafePointe and ShotSpotter for Campus provides strong complements to each other and will enable us to successfully offer a more comprehensive solution to our education and commercial clients alike. • Expand Total Addressable Market ("TAM").
Going forward, we plan to offer these solutions separately and in a bundle with customers interested in SafePointe. We feel these solutions are strong complements to each other and will enable us to successfully offer a more comprehensive solution to our education and commercial clients alike.
ResourceRouter crime forecasting uses machine learning and has led to additional investment in data science resources. We deployed a complete overhaul of our SafePointe solution called NextGen in September 2024.
We deployed a complete overhaul of our SafePointe solution called NextGen in September 2024.

… 107 more changes not shown on this page.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

135 edited+45 added−68 removed251 unchanged
Biggest changeA number of factors could cause current and/or potential customers to delay or refrain from purchasing our solutions, prevent expansion of, or reduce coverage areas and/or terminate use of our solutions, including: • decreases or changes in available funding, including as a result of policies implemented by Trump administration’s Department of Government Efficiency within the Office of Management and Budget (“DOGE”), tax revenues, budgetary allocations, government grants and other government funding programs; • potential delays or changes in appropriations or other funding authorization processes; • changes in fiscal or contracting policies; • macro- and/or local economic changes, such as the imposition of tariffs, inflation, rising interest rates, and past and potential future disruptions in access to bank deposits and lending commitments due to bank failures, that may affect customer funding; • changes in elected or appointed officials; • changes in public perception of the accuracy of our solutions and the appropriate use of our solutions by law enforcement, including as a result of negative publicity; and • changes in laws or public sentiment regarding privacy or surveillance.
Biggest changeMany factors outside of our control could cause current and/or potential customers to delay or refrain from purchasing our solutions, prevent expansion of, or reduce coverage areas and/or terminate use of our solutions, including: • decreases or changes in available funding, tax revenues, budgetary allocations, government grants and other government funding programs; • potential delays or changes in appropriations or other funding authorization processes; • changes in fiscal or contracting policies; • macro- and/or local economic changes, such as the imposition of tariffs, inflation, rising interest rates and bank failures, that may affect customer funding; and • changes in elected or appointed officials.
Our ability to meet customer expectations will depend on a wide range of factors, including: • our ability to continue to offer high-quality, innovative and accurate precision policing solutions; 36 • our ability to maintain continuous gunshot detection monitoring during high outdoor-noise activity periods such as New Year’s Day, the Fourth of July and Cinco de Mayo, and Carnival for international deployments; • our ability to maintain high customer satisfaction, including meeting our service level agreements standards; • the perceived value and quality of our solutions; • differences in opinion regarding the metrics that measure the success of our solutions; • our ability to successfully communicate the unique value proposition of our solutions; • our ability to provide high-quality customer support; • any misuse or perceived misuse of our solutions; • interruptions, delays or attacks on our platform; • litigation- or regulation-related developments; and • damage to or degradation of our sensors or sensor network and cameras by third parties.
Our ability to meet customer expectations will depend on a wide range of factors, including: • our ability to continue to offer high-quality, innovative and accurate precision policing solutions; • our ability to maintain continuous gunshot detection monitoring during high outdoor-noise activity periods such as New Year's Day, the Fourth of July and Cinco de Mayo, and Carnival for international deployments; • our ability to maintain high customer satisfaction, including meeting our service level agreements standards; • the perceived value and quality of our solutions; • differences in opinion regarding the metrics that measure the success of our solutions; • our ability to successfully communicate the unique value proposition of our solutions; • our ability to provide high-quality customer support; • any misuse or perceived misuse of our solutions; • interruptions, delays or attacks on our platform; • litigation- or regulation-related developments; and • damage to or degradation of our sensors or sensor network and cameras by third parties.
During periods of economic uncertainty resulting from the past and potential future disruptions in access to bank capital and lending commitments due to bank failures, geopolitical developments such as the conflicts between Ukraine and Russia and in the Middle East, and other macroeconomic pressures in the United States and the global economy, such as the imposition of tariffs, rising inflation and interest rates, supply chain constraints, labor market shortages, energy prices and recession fears, and any associated impact on economic conditions, this risk is more pronounced than usual, as our customers’ priorities may change or they may have greater uncertainty regarding the availability of funding for our solutions as a result.
During periods of economic uncertainty resulting from the past and potential future disruptions in access to bank 32 capital and lending commitments due to bank failures, geopolitical developments such as the conflicts between Ukraine and Russia and in the Middle East, and other macroeconomic pressures in the United States and the global economy, such as the imposition of tariffs, rising inflation and interest rates, supply chain constraints, labor market shortages, energy prices and recession fears, and any associated impact on economic conditions, this risk is more pronounced than usual, as our customers’ priorities may change or they may have greater uncertainty regarding the availability of funding for our solutions as a result.
Any of these claims could result in legal proceedings and could require us to purchase a costly license, comply with the requirement of open source software license terms, or limit or cease using the implicated software, or other materials or content unless and until we can re-engineer such software, materials, or content to avoid infringement or change the use of, or remove, the implicated third-party materials, which could reduce or eliminate the value of our technologies and services.
Any of these claims could result in legal proceedings and could require us to purchase a costly license, comply with the requirement of open-source software 50 license terms, or limit or cease using the implicated software, or other materials or content unless and until we can re-engineer such software, materials, or content to avoid infringement or change the use of, or remove, the implicated third-party materials, which could reduce or eliminate the value of our technologies and services.
In addition, we may face compliance risks and limitations on our ability to use certain data provided by our third-party suppliers if those suppliers have not complied with applicable privacy laws, provided appropriate notice to 49 data subjects, obtained necessary consents, or established a legal basis for the transfer and processing of the data by us.
In addition, we may face compliance risks and limitations on our ability to use certain data provided by our third-party suppliers if those suppliers have not complied with applicable privacy laws, provided appropriate notice to data subjects, obtained necessary consents, or established a legal basis for the transfer and processing of the data by us.
This ratable revenue recognition also makes it difficult for us to rapidly increase our revenues through additional sales 29 in any period, as revenues from new customers generally are recognized over the applicable agreement term. Our subscription-based approach may result in uneven recognition of revenues. We recognize subscription revenues over the term of a subscription agreement.
This ratable revenue recognition also makes it difficult for us to rapidly increase our revenues through additional sales in any period, as revenues from new customers generally are recognized over the applicable agreement term. Our subscription-based approach may result in uneven recognition of revenues. We recognize subscription revenues over the term of a subscription agreement.
Any interruption or delay in service from our IRC, such as from a communications or power outage, could limit our ability to deliver our solutions. In addition, it may become increasingly difficult to maintain and improve the performance of our solutions, especially during peak usage times as the capacity of our IRC operations reaches its limits.
Any interruption or delay in service from our IRC, such as from a communications or power outage, could limit our ability to deliver our solutions. In addition, it may become increasingly difficult to maintain and improve the performance of 44 our solutions, especially during peak usage times as the capacity of our IRC operations reaches its limits.
Any such damages, penalties, disruptions or limitations in our ability to do business with government entities could have a material adverse effect on our business, operating results and financial condition. Government entities often require highly specialized contract terms that may differ from our standard arrangements.
Any such damages, penalties, disruptions or limitations in our ability to do business with government entities could have a material adverse effect on our business, operating results and financial condition. 31 Government entities often require highly specialized contract terms that may differ from our standard arrangements.
Furthermore, the New York Comptroller previously issued a report with certain conclusions questioning the accuracy and value of our ShotSpotter solution, which that we disputed in a formal reply on the basis that they were misinformed and did not give adequate weight to the New York Police Department’s views.
Furthermore, the New York Comptroller previously issued a report with certain conclusions questioning the accuracy and value of our ShotSpotter solution, that we disputed in a formal reply on the basis that they were misinformed and did not give adequate weight to the New York Police Department’s views.
Promoting and demonstrating the utility of our solutions as useful, reliable and important tools for law enforcement and security personnel is critical to the success of our business. Our ability to secure customer renewals, expand existing customer coverage areas, and enter into new customer contracts is dependent on our reputation and our ability to deliver our solutions effectively.
Promoting and demonstrating the utility of our solutions as useful, reliable and important tools for law enforcement and security personnel is critical to the success of our business. Our ability to secure customer renewals, expand existing customer coverage areas, and enter into new customer contracts is dependent on our reputation and 34 our ability to deliver our solutions effectively.
We might be required to spend significant resources to monitor and protect our intellectual property rights. We may initiate claims or litigation against third parties for infringement of our proprietary rights or to establish the validity of our proprietary rights. We may also engage in litigation in response to public-records requests or subpoenas that seek our intellectual property.
We might be required to spend significant resources to monitor and protect our intellectual property rights. We may initiate claims or litigation against third parties for infringement of our proprietary rights or to establish the validity of our proprietary rights. We may also engage in litigation in response to public-records requests or subpoenas 49 that seek our intellectual property.
Our efforts to do so may not be successful. Actions taken by us or the third parties with whom we work to detect, investigate, mitigate, contain, and remediate a security incident could result in outages, data losses, and disruptions of our business.
Our efforts to do so may not be successful. Actions taken by us or the third parties with whom we work to detect, investigate, mitigate, contain, and remediate a security incident could result in outages, data losses, and disruptions of 45 our business.
The CCPA provides for fines and allows private litigants affected by certain data breaches to recover significant statutory damages. Similar laws are being considered in several other states, as well as at the federal and local levels, and we expect more states to pass similar laws in the future.
The CCPA provides for fines and allows private litigants affected by certain data breaches to recover significant statutory 51 damages. Similar laws are being considered in several other states, as well as at the federal and local levels, and we expect more states to pass similar laws in the future.
Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets. Management has been implementing and continues to implement measures to remediate the material weakness.
Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets. Management has been implementing and continues to implement measures to remediate the material weaknesses.
To the extent that we do not successfully avoid or overcome the risks or problems related to any such 40 acquisitions, our results of operations and financial condition could be harmed. Acquisitions also could impact our financial position and capital requirements or could cause fluctuations in our quarterly and annual results of operations.
To the extent that we do not successfully avoid or overcome the risks or problems related to any such acquisitions, our results of operations and financial condition could be harmed. Acquisitions also could impact our financial position and capital requirements or could cause fluctuations in our quarterly and annual results of operations.
Furthermore, we may not have adequate visibility into security issues of such acquired or 42 integrated entities, may discover security issues that were not found during due diligence of such entities, and it may be difficult to integrate companies and their products into our information technology environment and security program.
Furthermore, we may not have adequate visibility into security issues of such acquired or integrated entities, may discover security issues that were not found during due diligence of such entities, and it may be difficult to integrate companies and their products into our information technology environment and security program.
Due to inaccuracies or flaws in the inputs, outputs, or logic of the AI/ML, the model could be biased and could lead us to make decisions that could bias certain individuals (or classes of individuals), and adversely impact their rights, employment, and ability to obtain certain pricing, products, services, or benefits.
Due to inaccuracies or flaws in the inputs, outputs, or logic of the AI, the model could be biased and could lead us to make decisions that could bias certain individuals (or classes of individuals), and adversely impact their rights, employment, and ability to obtain certain pricing, products, services, or benefits.
The loss of any of our key management personnel could significantly delay or prevent the achievement of our development and strategic objectives and adversely affect our business. If we are unable to attract, integrate and retain additional qualified personnel, including top technical talent, our business could be adversely affected.
The loss of any of our key management personnel could significantly delay or prevent the achievement of our development and strategic objectives and adversely affect our business. 38 If we are unable to attract, integrate and retain additional qualified personnel, including top technical talent, our business could be adversely affected.
A portion of our technologies incorporates open source software, and we expect to continue to incorporate open source software into our platform in the future. Few of the licenses applicable to open source software have been interpreted by courts, and their application to the open source software integrated into our proprietary technology 53 platform may be uncertain.
A portion of our technologies incorporates open-source software, and we expect to continue to incorporate open-source software into our platform in the future. Few of the licenses applicable to open-source software have been interpreted by courts, and their application to the open-source software integrated into our proprietary technology platform may be uncertain.
If we cannot obtain a sufficient number of sensor or bollard mounting locations that are appropriately dispersed in a coverage area, the effectiveness of our ShotSpotter and SafePointe solutions would be limited, and we may need to reduce the coverage area of the solution.
If we cannot obtain a sufficient number of sensor or bollard mounting locations that are appropriately dispersed in a coverage 35 area, the effectiveness of our ShotSpotter and SafePointe solutions would be limited, and we may need to reduce the coverage area of the solution.
Any failure to do so could adversely impact our ability to deliver effective products to our customers and could harm our operating results. 45 We use artificial intelligence in our products and services which may result in operational challenges, legal liability, reputational concerns and competitive risks.
Any failure to do so could adversely impact our ability to deliver effective products to our customers and could harm our operating results. We use artificial intelligence in our products and services which may result in operational challenges, legal liability, reputational concerns and competitive risks.
A security incident or other interruption could disrupt our ability (and that of third parties upon whom we rely) to provide our solutions. We may expend significant resources or modify our business activities to try to protect against security incidents.
A security incident or other interruption could disrupt our ability (and that of third parties upon whom we rely) to provide our solutions. 46 We may expend significant resources or modify our business activities to try to protect against security incidents.
If we fail to integrate our solutions with applications that our customers use, we may not be able to offer the functionality that our customers need, and our customers may not renew their agreements, which would negatively impact our ability to generate revenues and adversely impact our business.
If we fail to integrate our solutions with applications that our customers use, 48 we may not be able to offer the functionality that our customers need, and our customers may not renew their agreements, which would negatively impact our ability to generate revenues and adversely impact our business.
In the United States, federal, state, and local governments have enacted numerous data privacy 48 and security laws, including data breach notification laws, personal data privacy laws, consumer protection laws (e.g., Section 5 of the Federal Trade Commission Act), and other similar laws (e.g., wiretapping laws).
In the United States, federal, state, and local governments have enacted numerous data privacy and security laws, including data breach notification laws, personal data privacy laws, consumer protection laws (e.g., Section 5 of the Federal Trade Commission Act), and other similar laws (e.g., wiretapping laws).
These covenants could adversely affect our financial health and business and future operations by, among other things: • making it more difficult to satisfy our obligations, including under the terms of the Umpqua Credit Agreement; • limiting our ability to refinance our debt on terms acceptable to us or at all; • limiting our flexibility to plan for and adjust to changing business and market conditions and increasing our vulnerability; • limiting our ability to use our available cash flow to fund future acquisitions, working capital, business activities, and other general corporate requirements; and • limiting our ability to obtain additional financing for working capital to fund growth or for general corporate purposes, even when necessary to maintain adequate liquidity.
These covenants could adversely affect our financial health and business and future operations by, among other things: • making it more difficult to satisfy our obligations, including under the terms of the Columbia Credit Agreement; • limiting our ability to refinance our debt on terms acceptable to us or at all; • limiting our flexibility to plan for and adjust to changing business and market conditions and increasing our vulnerability; 36 • limiting our ability to use our available cash flow to fund future acquisitions, working capital, business activities, and other general corporate requirements; and • limiting our ability to obtain additional financing for working capital to fund growth or for general corporate purposes, even when necessary to maintain adequate liquidity.
Some potential public safety customers may be reluctant or unwilling to use our solution for a number of reasons, including concerns about additional costs or increased prices, unwillingness to expose or lack of concern regarding the extent of gun violence in their community, uncertainty regarding the reliability and security of cloud-based offerings or lack of awareness of the benefits of our public safety solutions.
Some potential public safety customers may be reluctant or unwilling to use our solution for a number of reasons, including concerns about additional costs or increased prices, lack of concern regarding the extent of gun violence in their community, uncertainty regarding the reliability and security of cloud-based offerings or lack of awareness of the benefits of our public safety solutions.
Additionally, we may be required, under various data privacy and security laws and other obligations, to obtain certain consents to process personal information. For example, some of our data processing practices may be challenged under wiretapping laws, if we obtain consumer information from third parties through various methods, including chatbot and session replay providers, or via third-party marketing pixels.
Additionally, we may be required, under various data privacy and security laws and other obligations, to obtain certain consents to process personal information. For example, some of our data processing practices may be challenged under wiretapping laws, if we provide consumer information to third parties through various methods, including chatbot and session replay providers, or via third-party marketing pixels.
The ending of our contract with the City of Chicago and any inability to renew or delays in renewal of our contract with the City of New York or any of the other factors above or other factors discussed elsewhere in this report will result in fluctuations in our revenues and operating results, meaning that quarter-to-quarter comparisons of our revenues, results of operations and cash flows may not necessarily be indicative of our future performance.
Any inability to renew or delays in renewal of our contract with the City of New York in the future or any of the other factors above or other factors discussed elsewhere in this report will result in fluctuations in our revenues and operating results, meaning that quarter-to-quarter comparisons of our revenues, results of operations and cash flows may not necessarily be indicative of our future performance.
Providing these services requires that our personnel have specific experience, 44 knowledge and expertise, making it more difficult for us to hire qualified personnel and to scale up our support operations. The importance of high-quality customer support will increase as we expand our business and pursue new customers.
Providing these services requires that our personnel have specific experience, knowledge and expertise, making it more difficult for us to hire qualified personnel and to scale up our support 37 operations. The importance of high-quality customer support will increase as we expand our business and pursue new customers.
Changes in the availability of federal funding, such as under ARPA, and the leadership of federal agencies under the Trump administration, including return-to-office policy, hiring freeze, layoffs, and other policies implemented by DOGE, may lead to changes in the operations of federal agencies, which may adversely impact our business and operating results.
Changes in the availability of federal funding, such as under ARPA, and the leadership of federal agencies under the Trump administration, including return-to-office policy, hiring freeze, layoffs, and other policies implemented federal agencies under the Trump Administration, may lead to changes in the operations of federal agencies, which may adversely impact our business and operating results.
If an event of default under the Umpqua Credit Agreement, has occurred and is continuing, the outstanding borrowings thereunder could become immediately due and payable, and we would then be required to cash collateralize any letters of credit then outstanding, and the lender could refuse to permit additional borrowings under the facility.
If an event of default under the Columbia Credit Agreement, has occurred and is continuing, the outstanding borrowings thereunder could become immediately due and payable, and we would then be required to cash collateralize any letters of credit then outstanding, and the lender could refuse to permit additional borrowings under the facility.
Our ability to meet such covenants (those negative covenants discussed in the preceding paragraph) or other restrictions can be affected by events beyond our control, and our failure to comply with the financial and other covenants would be an event of default under the Umpqua Credit Agreement.
Our ability to meet such covenants (those negative covenants discussed in the preceding paragraph) or other restrictions can be affected by events beyond our control, and our failure to comply with the financial and other covenants would be an event of default under the Columbia Credit Agreement.
In particular, we expect to continue to expend substantial financial and other resources on: • higher costs to procure the sensors required for our solutions due to inflationary pressures; • sales and marketing, including a significant expansion of our sales organization, both domestically and internationally; • research and development related to our solutions, including investments in our engineering and technical teams; • acquisition of complementary technologies or businesses, such as our acquisition of LEEDS, LLC, now known as Technologic, in November 2020, our acquisition of Forensic Logic in January 2022 and our acquisition of SafePointe in August 2023; • continued international expansion of our business; and • general and administrative expenses.
In particular, we have previously and expect to continue to expend substantial financial and other resources on: • higher costs to procure the sensors required for our solutions due to inflationary pressures or tariffs; • sales and marketing, including a significant expansion of our sales organization, both domestically and internationally; • research and development related to our solutions, including investments in our engineering and technical teams and investments in AI; • acquisition of complementary technologies or businesses, such as our acquisition of LEEDS, LLC, now known as Technologic, in November 2020, our acquisition of Forensic Logic in January 2022 and our acquisition of SafePointe in August 2023; • continued international expansion of our business; and • general and administrative expenses.
Under the supervision of and with the participation of our management, we assessed the effectiveness of our internal control over financial reporting as of December 31, 2024, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013).
Under the supervision of and with the participation of our management, we assessed the effectiveness of our internal control over financial reporting as of December 31, 2025, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013).
In general, under Section 382 of the Internal Revenue Code 50 of 1986, as amended (the "Code"), a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its NOLs to offset future taxable income.
In general, under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its NOLs to offset future taxable income.
In addition, we face and will continue to face risks in doing business internationally that could adversely affect our business, including: • the potential impact of currency exchange fluctuations; • the need to comply with local data residency requirements; • the availability and reliability of local data centers and internet bandwidth providers; • the difficulty of staffing and managing international operations and the increased operations, travel, shipping and compliance costs associated with having customers in numerous international locations; • potentially greater difficulty collecting accounts receivable and longer payment cycles; • the availability and cost of coverage by wireless carriers in international markets; • higher or more variable costs associated with wireless carriers and other service providers; • the need to offer customer support in various languages; • challenges in understanding and complying with local laws, regulations and customs in foreign jurisdictions, including laws regarding privacy and government surveillance; • export controls and economic sanctions administered by the Department of Commerce Bureau of Industry and Security and the Treasury Department’s Office of Foreign Assets Control; • compliance with various anti-bribery and anti-corruption laws such as the Foreign Corrupt Practices Act and United Kingdom Bribery Act of 2010; • tariffs and other non-tariff barriers, such as quotas and local content rules; • more limited protection for our intellectual property in some countries; • adverse or uncertain tax consequences as a result of international operations; • currency control regulations, which might restrict or prohibit our conversion of other currencies into U.S. dollars; • restrictions on the transfer of funds; • deterioration of political relations between the United States and other countries; and • political or social unrest, global pandemics, or economic instability in a specific country or region in which we operate, which could have an adverse impact on our operations in that location.
In addition, we face and will continue to face risks in doing business internationally that could adversely affect our business, including: • the potential impact of currency exchange fluctuations; • the need to comply with local data residency requirements; 41 • the availability and reliability of local data centers and internet bandwidth providers; • longer sales cycles and lower visibility on “go live” dates, along with higher attrition or delays in renewal; • the difficulty of staffing and managing international operations and the increased operations, travel, shipping and compliance costs associated with having customers in numerous international locations; • potentially greater difficulty collecting accounts receivable and longer payment cycles; • the availability and cost of coverage by wireless carriers in international markets; • higher or more variable costs associated with wireless carriers and other service providers; • the need to offer customer support in various languages; • challenges in understanding and complying with local laws, regulations and customs in foreign jurisdictions, including laws regarding privacy and government surveillance; • export controls and economic sanctions administered by the Department of Commerce Bureau of Industry and Security and the Treasury Department’s Office of Foreign Assets Control; • compliance with various anti-bribery and anti-corruption laws such as the Foreign Corrupt Practices Act and United Kingdom Bribery Act of 2010; • tariffs and other non-tariff barriers, such as quotas and local content rules; • more limited protection for our intellectual property in some countries; • adverse or uncertain tax consequences as a result of international operations; • currency control regulations, which might restrict or prohibit our conversion of other currencies into U.S. dollars; • restrictions on the transfer of funds; • deterioration of political relations between the United States and other countries; and • political or social unrest, global pandemics, or economic instability in a specific country or region in which we operate, which could have an adverse impact on our operations in that location.
As usage of our solutions grows, we will need to continue to make investments to develop and implement new or updated solutions, technologies, security features and cloud-based infrastructure operations.
If usage of our solutions grows, we will need to continue to make investments to develop and implement new or updated solutions, technologies, security features and cloud-based infrastructure operations.
If we are unable to manage our growth effectively, we may not be able to take advantage of market opportunities or develop new solutions or upgrades to our existing solutions, satisfy customer requirements, maintain the quality and security of our solutions or execute on our business plan, any of which could have a material adverse effect on our business, operating results and financial condition.
If our business does not grow as we expect or we are unable to manage our growth effectively, we may not be able to take advantage of market opportunities or develop new solutions or upgrades to our existing solutions, satisfy customer requirements, maintain the quality and security of our solutions or execute on our business plan, any of which could have a material adverse effect on our business, operating results and financial condition.
As a result, protracted regional crises, or issues with manufacturing facilities could lead to eventual shortages of necessary components. It could be difficult, costly and time consuming to obtain alternative sources for these components, or to change product designs to make use of alternative components.
As a result, protracted regional crises, international trade measures, or issues with manufacturing facilities could lead to eventual shortages of necessary components. It could be difficult, costly and time consuming to obtain alternative sources for these components, or to change product designs to make use of alternative components.
If a court were to find either exclusive forum provision in our certificate of incorporation to be inapplicable or unenforceable in an action, we may incur further significant additional costs associated with litigating Securities Act claims in state court, or both state and federal court, which could seriously harm our business, financial condition, results of operations, and prospects. 58 Item 1B.
If a court were to find either exclusive forum provision in our certificate of incorporation to be inapplicable or unenforceable in an action, we may incur further significant additional costs 57 associated with litigating Securities Act claims in state court, or both state and federal court, which could seriously harm our business, financial condition, results of operations, and prospects.
Under the Umpqua Credit Agreement, we are subject to various negative covenants that limit, subject to certain exclusions, our ability to incur indebtedness, make loans, invest in or secure the obligations of other parties, pay or declare dividends, make distributions with respect to our securities, redeem outstanding shares of our stock, create subsidiaries, materially change the nature of our business, enter into related party transactions, engage in mergers and business combinations, the acquisition or transfer of our assets outside of the ordinary course of business, grant liens or enter into collateral relationships involving company assets or reincorporate, reorganize or dissolve the company.
Under the credit agreement governing our revolving credit facility with Columbia Bank, we are subject to various negative covenants that limit, subject to certain exclusions, our ability to incur indebtedness, make loans, invest in or secure the obligations of other parties, pay or declare dividends, make distributions with respect to our securities, redeem outstanding shares of our stock, create subsidiaries, materially change the nature of our business, enter into related party transactions, engage in mergers and business combinations, the acquisition or transfer of our assets outside of the ordinary course of business, grant liens or enter into collateral relationships involving company assets or reincorporate, reorganize or dissolve the company.
Risks Related to Our Growth If our business does not grow as we expect, or if we fail to manage our growth effectively, our operating results and business prospects would suffer.
If our business does not grow as we expect, or if we fail to manage our growth effectively, our operating results and business prospects would suffer.
Our stock price may be volatile or may decline regardless of our operating performance, resulting in substantial losses for investors. 54 The market price of our common stock has fluctuated and may continue to fluctuate significantly in response to numerous factors, many of which are beyond our control, including the factors listed below and other factors described in this “Risk Factors” section: • actual or anticipated fluctuations in our operating results; • the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections; • failure of securities analysts to initiate or maintain coverage of our company, changes in financial estimates by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors; • ratings changes by any securities analysts who follow our company; • changes in the availability of federal funding to support local law enforcement efforts, or local budgets; • announcements by us of significant technical innovations, acquisitions, strategic partnerships, joint ventures or capital commitments; • changes in operating performance and stock market valuations of other software companies generally; • price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole; • changes in our board of directors or management; • sales of large blocks of our common stock, including sales by our executive officers, directors and significant stockholders; • lawsuits threatened or filed against us; • novel and unforeseen market forces and trading strategies, as well as short sales, hedging and other derivative transactions involving our capital stock; • the impact of past and potential future disruptions in access to bank deposits and lending commitments due to bank failures, and other macroeconomic pressures; • general economic conditions in the United States and abroad; • other events or factors, including those resulting from pandemics, protests against racial inequality, protests against police brutality and movements such as “Defund the Police,” war, incidents of terrorism or responses to these events; and • negative publicity, including false information, regarding our solutions.
The price of our common stock may continue to fluctuate significantly in response to numerous factors, many of which are beyond our control, including the factors listed below and other factors described in this “Risk Factors” section: • actual or anticipated fluctuations in our operating results; • the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections; • failure of securities analysts to initiate or maintain coverage of our company, changes in financial estimates by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors; • ratings changes by any securities analysts who follow our company; • changes in the availability of federal funding to support local law enforcement efforts, or local budgets; • announcements by us of significant technical innovations, acquisitions, strategic partnerships, joint ventures or capital commitments; • changes in operating performance and stock market valuations of other software companies generally; • price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole; • changes in our board of directors or management; • sales of large blocks of our common stock, including sales by our executive officers, directors and significant stockholders; • lawsuits threatened or filed against us; • novel and unforeseen market forces and trading strategies, as well as short sales, hedging and other derivative transactions involving our capital stock; 55 • the impact of past and potential future disruptions in access to bank deposits and lending commitments due to bank failures, and other macroeconomic pressures; • general economic conditions in the United States and abroad; • other events or factors, including those resulting from pandemics, protests against racial inequality, protests against police brutality, war, incidents of terrorism or responses to these events; and • negative publicity, including false information, regarding our solutions.
In addition, some of our customers contractually require notification of any data security incident. 43 If we (or a third party with whom we work) experience a security incident or are perceived to have experienced a security incident, we may experience material adverse consequences, such as government enforcement actions (for example, investigations, fines, penalties, audits, and inspections); additional reporting requirements and/or oversight; restrictions on processing sensitive information (including personal information); litigation (including class claims); indemnification obligations; negative publicity; reputational harm; monetary fund diversions; diversion of management attention; interruptions in our operations (including availability of data); financial loss; and other similar harms.
If we (or a third party with whom we work) experience a security incident or are perceived to have experienced a security incident, we may experience material adverse consequences, such as government enforcement actions (for example, investigations, fines, penalties, audits, and inspections); additional reporting requirements and/or oversight; restrictions on processing sensitive information (including personal information); litigation (including class claims); indemnification obligations; negative publicity; reputational harm; monetary fund diversions; diversion of management attention; interruptions in our operations (including availability of data); financial loss; and other similar harms.
Remote work has increased risks to our information technology systems and data, as more of our employees utilize network connections, computers and devices outside our premises or network, including working at home, while in transit and in public locations. It may be difficult and/or costly to detect, investigate, mitigate, contain, and remediate a security incident.
Remote work poses risks to our information technology systems and data, as certain of our employees utilize network connections, computers and devices outside our premises or network, including working at home, while in transit and in public locations. It may be difficult and/or costly to detect, investigate, mitigate, contain, and remediate a security incident.
We may be adversely affected by ongoing social unrest, protests against racial inequality, protests against police brutality and movements such as “Defund the Police” or increases in such unrest that may occur in the future, and such unrest may be exacerbated by inaccurate information or negative publicity regarding our solutions.
We may be adversely affected by ongoing social unrest, protests against racial inequality and protests against police brutality or increases in such unrest that may occur in the future, and such unrest may be exacerbated by inaccurate information or negative publicity regarding our solutions.
We are likely to recognize the costs associated with these investments earlier than receiving some of the anticipated benefits, and the return on these investments may be lower, or may develop more slowly, than we expect, which could adversely affect our operating results.
If we anticipate and build for growth, we are likely to recognize the costs associated with these investments earlier than receiving some of the anticipated benefits, and the return on these investments may be lower, or may develop more slowly, than we expect, which could adversely affect our operating results.
The market for security solutions for university campuses, corporate campuses and transportation and key infrastructure centers includes a number of available options, such as video surveillance and increased human security presence.
In addition, the market for security solutions for university campuses, corporate campuses, hospitals, casinos and transportation and key infrastructure centers includes a number of available options, such as video surveillance and increased human security presence.
Our quarterly results of operations may fluctuate significantly due to a wide range of factors, which makes our future results difficult to predict. 28 Our revenues and results of operations could vary significantly from quarter to quarter as a result of various factors, many of which are outside of our control, including: • the expansion or contraction of our customer base; • the renewal or non-renewal of subscription agreements with, and expansion of coverage areas by, existing customers; or cross-selling of other products or services to existing customers; • the size, timing, terms and deployment schedules of our sales to both existing and new customers; • the introduction of products or services that may compete with us for the limited funds available to our customers, and changes in the cost of such products or services; • changes in our customers’ and potential customers’ budgets; • our ability to control costs, including our operating expenses; • our ability to hire, train and maintain our direct sales force; • the timing of satisfying revenues recognition criteria in connection with initial deployment and renewals; • fluctuations in our effective tax rate; • the concentration of our revenue in a small number of large contracts with the potential for fluctuations and delays; and • general economic factors, such as the imposition of tariffs, inflation, rising interest rates, past and potential future disruptions in access to bank deposits and lending commitments due to bank failures, and political conditions, both domestically and internationally.
Our revenues and results of operations could vary significantly from quarter to quarter as a result of various factors, many of which are outside of our control, including: • the expansion or contraction of our customer base; • the renewal or non-renewal of subscription agreements with, and expansion of coverage areas by, existing customers; or cross-selling of other products or services to existing customers; • the size, timing, terms and deployment schedules of our sales to both existing and new customers; 29 • the introduction of products or services that may compete with us for the limited funds available to our customers, and changes in the cost of such products or services; • changes in our customers'; and potential customers' budgets; • our ability to control costs, including our operating expenses; • our ability to hire, train and maintain our direct sales force; • the timing of satisfying revenue recognition criteria in connection with initial deployment and renewals; • fluctuations in our effective tax rate; • the concentration of our revenue in a small number of large contracts with the potential for fluctuations and delays; and • general economic factors, such as the imposition of tariffs, inflation, rising interest rates, bank failures, and political conditions, both domestically and internationally.
We believe that the success and growth of our business will continue to depend on our ability to add new police departments and other government agencies, domestically and internationally, as customers of our public safety solutions and new universities, corporate campuses and key infrastructure and transportation centers as customers of our security solutions.
We believe that the success and growth of our business will continue to depend on our ability to maintain existing contracts with government agencies and to add new police departments and other government agencies, domestically and internationally, as customers of our public safety solutions and new universities, corporate campuses, hospitals, casinos and key infrastructure and transportation centers as customers of our security solutions.
Our success depends, in part, on our ability to protect proprietary methods and technologies that we develop or license under patent and other intellectual property laws of the United States, as well as our brands, so that we can prevent others profiting from them.
Failure to protect our intellectual property rights could adversely affect our business. Our success depends, in part, on our ability to protect proprietary methods and technologies that we develop or license under patent and other intellectual property laws of the United States, as well as our brands, so that we can prevent others profiting from them.
Acquisitions in the future that we complete will give rise to risks, including: • incurring higher than anticipated capital expenditures and operating expenses; • failing to assimilate the operations and personnel or failing to retain the key personnel of the acquired company or business; • failing to integrate the acquired technologies, or incurring significant expense to integrate acquired technologies, into our platform and applications; • disrupting our ongoing business; • diverting our management’s attention and other company resources; • failing to maintain uniform standards, controls and policies; • incurring significant accounting charges; • impairing relationships with our customers and employees; • finding that the acquired technology, asset or business does not further our business strategy, that we overpaid for the technology, asset or business or that we may be required to write off acquired assets or investments partially or entirely; • failing to realize the expected synergies of the transaction; • being exposed to unforeseen liabilities and contingencies that were not identified prior to acquiring the company; and • being unable to generate sufficient revenues and profits from acquisitions to offset the associated acquisition costs.
We also may enter into relationships with other businesses to expand our platform and applications, which could involve preferred or exclusive licenses, additional channels of distribution, discount pricing or investments in other companies. 42 If we complete acquisitions in the future, those acquisitions will give rise to risks, including: • incurring higher than anticipated capital expenditures and operating expenses; • failing to assimilate the operations and personnel or failing to retain the key personnel of the acquired company or business; • failing to integrate the acquired technologies, or incurring significant expense to integrate acquired technologies, into our platform and applications; • disrupting our ongoing business; • diverting our management’s attention and other company resources; • failing to maintain uniform standards, controls and policies; • incurring significant accounting charges; • impairing relationships with our customers and employees; • finding that the acquired technology, asset or business does not further our business strategy, that we overpaid for the technology, asset or business or that we may be required to write off acquired assets or investments partially or entirely; • failing to realize the expected synergies of the transaction; • being exposed to unforeseen liabilities and contingencies that were not identified prior to acquiring the company; and • being unable to generate sufficient revenues and profits from acquisitions to offset the associated acquisition costs.
If the economic conditions of the general economy or industries in which we operate worsen from present levels, or if past political changes result in less funding being available to purchase our solutions, our business, operating results, financial condition and cash flows could be adversely affected. New competitors may enter the market for our public safety solutions.
If the economic conditions of the general economy or industries in which we operate worsen from present levels, or if past political changes result in less funding being available to purchase our solutions, our business, operating results, financial condition and cash flows could be adversely affected.
We are in the process of expanding our international operations, which exposes us to significant risks. We currently operate in limited number of locations outside the United States. A key component to our business strategy is to expand our international operations to increase our revenues from customers outside of the United States 46 as part of our growth strategy.
We plan to increase our presence in international markets, which exposes us to significant risks. We currently operate in limited number of locations outside the United States. A key component to our business strategy is to expand our international operations to increase our revenues from customers outside of the United States as part of our growth strategy.
Failure to effectively develop and expand our sales and marketing capabilities could harm our ability to increase our customer base and achieve broader market acceptance of our solutions. 39 To increase total customers and customer coverage areas and to achieve broader market acceptance of our solutions, we will need to expand our sales and marketing organization and increase our business development resources, including the vertical and geographic distribution of our sales force and our teams of account executives focused on new accounts and responsible for renewal and growth of existing accounts.
To increase total customers and customer coverage areas and to achieve broader market acceptance of our solutions, we will need to expand our sales and marketing organization and increase our business development resources, including the vertical and geographic distribution of our sales force and our teams of account executives focused on new accounts and responsible for renewal and growth of existing accounts.
Natural disasters, infectious disease outbreaks, power outages or other events impacting us or our customers could harm our operating results and financial condition. We recognize revenue on a subscription basis as our solutions are provided to our customers over time.
Natural disasters, infectious disease outbreaks, power outages and other events outside of our control may impact us or our customers and harm our operating results and financial condition. We recognize revenue on a subscription basis as our solutions are provided to our customers over time.
Fully integrating an acquired technology, asset or business into our operations may take a significant amount of time. We may not be successful in overcoming these risks or any other problems encountered with the acquisition of and integration of Technologic, Forensic Logic and SafePointe, intellectual property assets acquired or any future acquisitions.
Fully integrating an acquired technology, asset or business into our operations may take a significant amount of time. We may not be successful in overcoming these risks or any other problems encountered with the acquisition of and integration of our prior acquisitions or any future acquisitions.
Risks Related to Our Public Safety Business Our success depends on maintaining and increasing our sales, which depends on factors we cannot control, including the availability of funding to our customers.
Risks Related to Our Business and Operations Our success depends on maintaining and increasing our sales, which depends in part on factors we cannot control, including the availability of funding to our customers.
We have pledged substantially all of our assets as collateral, and an event of default would likely have a material adverse effect on our business. The competitive landscape for our security solutions is evolving.
We have pledged substantially all of our assets as collateral, and an event of default would likely have a material adverse effect on our business. The competitive landscape for our security solutions is evolving and new competitors may enter the market for our public safety solutions.
Based on management’s assessment of our internal control over financial reporting, under the criteria described in the preceding sentence, management has identified a material weakness in internal control during the year ended December 31, 2024. See Part II, Item 9A, “Controls and Procedures” of this report.
Based on management’s assessment of our internal control over financial reporting, under the criteria described in the preceding sentence, management has identified material weaknesses in internal control over financial reporting as of December 31, 2025. See Part II, Item 9A, “Controls and Procedures” of this report.
If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business and adversely affect our business, operating results, financial condition and cash flows. Substantial future sales of shares of our common stock could cause the market price of our common stock to decline.
If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business and adversely affect our business, operating results, financial condition and cash flows.
The issued patents expire on various dates from 2025 to 2034. We have patent applications pending for examination in the United States, Europe, Mexico and Brazil, but we cannot guarantee that these patent applications will be granted. We also license one other U.S. patent from one third party which expired in November 2023.
We have patent applications pending for examination in the United States, Europe, Mexico, Canada and Brazil, but we cannot guarantee that these patent applications will be granted. We also license one other U.S. patent from one third party which expired in November 2023.
Our ability to further penetrate the market for our public safety solutions depends on several factors, including: maintaining a high level of customer satisfaction and a strong reputation among law enforcement; increasing the awareness of our SoundThinking solutions and their benefits; the effectiveness of our marketing programs; the availability of funding to our customers; geopolitical developments and other macroeconomic pressures as described above; our ability to expand our solutions; and the costs of our solutions.
Our ability to reach additional public safety customers depends on several factors, including: maintaining a high level of customer satisfaction and a strong reputation among law enforcement; increasing the awareness of our SoundThinking solutions and their benefits; the effectiveness of our marketing programs; the availability of funding to our customers; geopolitical developments and other macroeconomic pressures; our ability to expand our solutions into new markets; and the costs of our solutions.
We initiated a defamation lawsuit against VICE that has since been dismissed. 34 The role of our solutions and our personnel in criminal prosecutions or other court proceedings may result in unfavorable judicial rulings that generate negative publicity or otherwise adversely impact new sales or renewals or expansions of coverage areas by existing customers, which would adversely impact our financial results and future prospects.
The role of our solutions and our personnel in criminal prosecutions or other court proceedings may result in unfavorable judicial rulings that generate negative publicity or otherwise adversely impact new sales or renewals or expansions of coverage areas by existing customers, which would adversely impact our financial results and future prospects.
The remaining net operating losses of $4.9 million can be carried forward indefinitely under the Tax Cuts and Jobs Act. As of December 31, 2024, we also had state NOLs of approximately $41.5 million, which begin expiring in 2025. These federal and state NOLs may be available to reduce future income subject to income taxes.
The remaining net operating losses of $13.6 million can be carried forward indefinitely under the Tax Cuts and Jobs Act. As of December 31, 2025, we also had state NOLs of approximately $45.7 million, which began expiring in 2026. These federal and state NOLs may be available to reduce future income subject to income taxes.
The occurrence of any of the foregoing would impede or delay our ability to maintain or increase the amount of revenues derived from these customers, which could have a material adverse effect on our business, operating results and financial condition. Contracting with government entities can be complex, expensive, and time-consuming.
The occurrence of any of the foregoing would impede or delay our ability to maintain or increase the amount of revenues derived from these customers, which could have a material adverse effect on our business, operating results and financial condition.
Negative conditions in the general economy both in the United States and abroad, including past and potential future disruptions in access to bank deposits and lending commitments due to bank failures, conditions resulting from changes in gross domestic product growth, labor market shortages, the imposition of tariffs, inflation, interest rates, financial and credit market fluctuations, political deadlock, natural catastrophes, warfare, geopolitical tensions, such as the ongoing conflicts between Russia and Ukraine and in the Middle East, terrorist attacks, climate change and global pandemics, could cause a decrease in funds available to our existing and potential customers and negatively affect the rate of growth of our business.
Negative conditions in the general economy both in the United States and abroad, including conditions resulting from changes in gross domestic product growth, labor market shortages, the imposition of tariffs, inflation, interest rates, financial and credit market fluctuations, political deadlock, natural catastrophes, warfare, geopolitical tensions, terrorist attacks, climate change and global pandemics, could cause a decrease in funds available to our existing and potential customers and negatively affect the rate of growth of our business.
Our certificate of incorporation and bylaws include provisions that: • establish a classified board of directors so that not all members of our board of directors are elected at one time; • permit the board of directors to establish the number of directors and fill any vacancies and newly-created directorships; • provide that directors may only be removed for cause; • require super-majority voting to amend some provisions in our certificate of incorporation and bylaws; • authorize the issuance of “blank check” preferred stock that our board of directors could use to implement a stockholder rights plan; • eliminate the ability of our stockholders to call special meetings of stockholders; • prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders; • provide that the board of directors is expressly authorized to make, alter or repeal our bylaws; and • establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at annual stockholder meetings. 57 In addition, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which generally prohibits stockholders owning 15% or more of our outstanding voting stock from merging or otherwise combining with us for a period of three years following the date on which the stockholder became a 15% stockholder without the consent of our board of directors.
Our certificate of incorporation and bylaws include provisions that: • establish a classified board of directors so that not all members of our board of directors are elected at one time; • permit the board of directors to establish the number of directors and fill any vacancies and newly-created directorships; • provide that directors may only be removed for cause; • require super-majority voting to amend some provisions in our certificate of incorporation and bylaws; • authorize the issuance of “blank check” preferred stock that our board of directors could use to implement a stockholder rights plan; • eliminate the ability of our stockholders to call special meetings of stockholders; • prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders; • provide that the board of directors is expressly authorized to make, alter or repeal our bylaws; and • establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at annual stockholder meetings.
Our ability to use our net operating losses to offset future taxable income may be subject to certain limitations. As of December 31, 2024, we had federal net operating loss carryforwards (“NOLs”) of approximately $50.0 million, of which $45.1 million will begin to expire in 2030, if not utilized.
Our ability to use our net operating losses to offset future taxable income may be subject to certain limitations. As of December 31, 2025, we had federal net operating loss carryforwards (“NOLs”) of approximately $57.3 million, of which $43.7 million will begin to expire in 2031, if not utilized.
Because there are several possible uses for these limited budgetary resources, if we are not able to compete successfully for these limited resources, our business may not grow as we expect, which could adversely impact our revenues and operating results. Concerns regarding privacy and government-sponsored surveillance may deter customers from purchasing our solutions.
Because there are several possible uses for these limited budgetary resources, if we are not able to compete successfully for these limited resources, our business may not grow as we expect, which could adversely impact our revenues and operating results.
In addition, the facilities of significant vendors, including the manufacturer of our proprietary acoustic sensor, may be harmed or rendered inoperable by such natural or man-made disasters, which may cause disruptions, difficulties or material adverse effects on our business.
In addition, the facilities of significant vendors, including the manufacturer of our proprietary acoustic sensor, may be harmed or rendered inoperable by such natural or man-made disasters, which may cause disruptions, difficulties or material adverse effects on our business. The incurrence of debt may impact our financial position and subject us to additional financial and operating restrictions.
We are also trying to increase our cross-selling efforts targeted at our existing customers, for example by encouraging our existing ShotSpotter customers to implement our other solutions such as CaseBuilder and ResourceRouter but there is no assurance that our existing customers will be receptive to our other solutions.
We are also focused on increasing our cross-selling efforts to existing customers, for example by encouraging our existing ShotSpotter customers to implement our other solutions such as PlateRanger and CrimeTracer, but there is no assurance that our existing customers will be receptive to our other solutions.
For example, customers may require a competitive bidding process with extended response deadlines, review or appeal periods, or customer attention may be diverted to other government matters, postponing the consideration of the purchase of our products. Such delays could harm our ability to provide our solutions efficiently and to grow or maintain our customer base.
For example, customers may require a competitive bidding process with extended response deadlines, review or appeal periods, or customer attention may be diverted to other government matters, postponing the consideration of the purchase of our products.
In addition, like many companies, at the beginning of the COVID-19 pandemic, we implemented a work from home policy. We expect to work in a hybrid work model for the foreseeable future. This policy may negatively impact productivity of our employees. Any disruptions in our operations could negatively impact our business and operating results and harm our reputation.
In addition, we expect to continue to work in a hybrid work model for the foreseeable future. This policy may negatively impact productivity of our employees. Any disruptions in our operations could negatively impact our business and operating results and harm our reputation.
Obtaining and selling personal data from third parties carries risk to us. For example, we have registered as a data broker and file reports with certain regulators, which exposes us to increased scrutiny.
For example, we have registered as a data broker and file reports with certain regulators, which exposes us to increased scrutiny.
Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of our company more difficult, limit attempts by our stockholders to replace or remove our current management and limit the market price of our common stock.
Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of our company more difficult, limit attempts by our stockholders to replace or remove our current management and limit the market price of our common stock. 56 Provisions in our certificate of incorporation and bylaws may have the effect of delaying or preventing a change of control or changes in our management.
If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.
If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results. 54 We cannot assure you that there will not be additional material weaknesses or significant deficiencies in our internal control over financial reporting in the future.
Our sales process involves educating prospective customers and existing customers about the use, technical capabilities and benefits of our solutions. Prospective customers, especially government agencies, often undertake a prolonged evaluation process that may last up to nine months or more and that typically involves comparing the benefits of our solutions to alternative uses of funds.
Prospective customers, especially government agencies, often undertake a prolonged evaluation process that may last up to nine months or more, with an even longer process for international customers, and that typically involves comparing the benefits of our solutions to alternative uses of funds.
Because there are several possible uses of funds for security needs, we may face increased challenges in demonstrating or distinguishing the benefits of ShotSpotter for Campus and ShotSpotter for Corporate.
Because there are several possible uses of funds for security needs, we may face increased challenges in demonstrating or distinguishing the benefits of ShotSpotter for Campus and ShotSpotter for Corporate and establishing the benefits of SafePointe for hospitals or casinos as we try to expand into such markets.
Many of these providers attempt to impose limitations on their liability for such errors, defects or failures, and if enforceable, we may have additional liability to our customers or third-party providers that could harm our reputation and increase our operating costs.
Many of these providers attempt to impose limitations on their liability for such errors, defects or failures, and if enforceable, we may have additional liability to our customers or third-party providers that could harm our reputation and increase our operating costs. 47 We will need to maintain our relationships with third-party software and service providers, and obtain from such providers software and services that do not contain any errors or defects.

… 168 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

4 edited+1 added−0 removed12 unchanged
Biggest changeDepending on the nature of the services provided, the sensitivity of the Information Systems and Data at issue, and the identity of the provider, our vendor management process may involve different levels of assessment designed to help identify cybersecurity risks associated with a provider, including for example, conducting risk assessment of certain vendors, providing our vendors with a security questionnaire or reviewing their SOC report, reviewing the vendor’s written information security program in certain circumstances, conducting audits of our vendors as may be needed, and requiring certain technical controls of our vendors through contractual obligations. 59 For a description of the risks from cybersecurity threats that may materially affect the Company and how they may do so, see our risk factors under Part 1.
Biggest changeDepending on the nature of the services provided, the sensitivity of the Information Systems and Data at issue, and the identity of the provider, our vendor management process may involve different levels of assessment designed to help identify cybersecurity risks associated with a provider, including for example, conducting risk assessment of certain vendors, providing our vendors with a security questionnaire or reviewing their SOC report, reviewing the vendor’s written 58 information security program in certain circumstances, conducting audits of our vendors as may be needed, and requiring certain technical controls of our vendors through contractual obligations.
The audit committee receives periodic reports from the Chief Financial Officer concerning the Company’s significant cybersecurity threats and risk and the processes the Company has implemented to address them. The audit committee also has access to various reports, summaries or presentations related to cybersecurity threats, risk and mitigation.
The audit committee receives periodic reports from the Chief Financial Officer concerning the Company’s significant cybersecurity threats and risk and the processes the Company has implemented to address them. The audit committee also has access to various reports, summaries or presentations related to cybersecurity threats, risk and mitigation. 59
Our Vice President of Operational Engineering has over thirty years of experience in information technology and information security management and oversees our operational engineering component, which includes our information security function, IT, networking, cloud operations, and development operations teams.
Our Vice President of Operational Engineering has over thirty years of experience in information technology and information security management and oversees our operational engineering component, which includes our information security function and compliance, IT, networking, cloud operations, and development operations teams.
Depending on the environment and data, we implement and maintain various technical, physical, and organizational measures, processes, standards and policies designed to manage and mitigate material risks from cybersecurity threats to our Information Systems and Data, including, for example: incident response and detection policy and processes; vulnerability management processes; a secure software development lifecycle policy and change management procedures; business continuity plans; penetration tests; encrypting certain data; using network security controls; segregating and maintaining access controls over certain data; asset management and tracking; training our employees; and maintaining cybersecurity insurance.
Depending on the environment and data, we implement and maintain various technical, physical, and organizational measures, processes, standards and policies designed to manage and mitigate material risks from cybersecurity threats to our Information Systems and Data, including, for example: acceptable use, incident response and detection policy and processes; vulnerability management processes; a secure software development lifecycle policy and change management procedures; business continuity plans; penetration tests; encrypting certain data; using network security controls; segregating and maintaining access controls over certain data; asset management and tracking; training our employees; maintaining cybersecurity insurance; and internal audit and compliance functions.
Added
For a description of the risks from cybersecurity threats that may materially affect the Company and how they may do so, see our risk factors under Part 1. Item 1A.

Item 2. Properties

Properties — owned and leased real estate

1 edited+0 added−0 removed1 unchanged
Biggest changeItem 2. P ROPERTIES Our principal facilities consist of office space for our corporate headquarters in Fremont, California. We also have offices in Washington D.C., Iselin, New Jersey and Tucson, Arizona. We lease our facilities and do not own any real property. We may procure additional space as we add employees and expand geographically.
Biggest changeItem 2. P ROPERTIES Our principal facilities consist of office space for our corporate headquarters in Fremont, California. We also have offices in Washington, D.C., Iselin, New Jersey, Tucson, Arizona, Orlando, Florida and Mount Dora, Florida. We lease our facilities and do not own any real property. We may procure additional space as we add employees and expand geographically.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

2 edited+0 added−3 removed3 unchanged
Biggest changeAs a result, a settlement of, or an unfavorable outcome on, any of the matters referenced above or other litigation matters or legal proceedings could have a material adverse effect on our business, operating results, financial condition and cash flows. Item 4. MINE SAF ETY DISCLOSURES Not Applicable. 61 PART II.
Biggest changeAs a result, a settlement of, or an unfavorable outcome on, any litigation matters or legal proceedings could have a material adverse effect on our business, operating results, financial condition and cash flows. Item 4. MINE SAF ETY DISCLOSURES Not Applicable. 60 PART II.
We may become subject to legal proceedings, as well as demands and claims that arise in the normal course of our business, including claims of alleged infringement of third-party patents and other intellectual property rights, breach of contract, employment law violations and other matters involving requests for information from us or our customers under federal or state law.
LEGA L PROCEEDINGS We may become subject to legal proceedings, as well as demands and claims that arise in the normal course of our business, including claims of alleged infringement of third-party patents and other intellectual property rights, breach of contract, employment law violations and other matters involving requests for information from us or our customers under federal or state law.
Removed
Item 3. LEGA L PROCEEDINGS On August 28, 2018, Silvon S. 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 certain of our employees as defendants.
Removed
The amended complaint alleged conspiracy to violate the Plaintiff's civil rights, denial of the right to a fair trial, and malicious prosecution. The Plaintiff claimed that we colluded with the City of Rochester to fabricate and create gunshot alert evidence to secure Plaintiff’s conviction.
Removed
On the basis of 60 the allegations, the Plaintiff petitioned for compensatory and punitive damages and other costs and expenses, including attorney’s fees. In September 2024, SoundThinking was dismissed from the lawsuit.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

6 edited+0 added−4 removed4 unchanged
Biggest changeThe 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.
Biggest changeIssuer Purchases of Equity Securities In November 2022, our board of directors approved a new stock 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.
The stock repurchase program does not obligate us to purchase any particular amount of common stock and may be suspended or discontinued at any time. There were no repurchases during the three months ended December 31, 2024.
The stock repurchase program does not obligate us to purchase any particular amount of common stock and may be suspended or discontinued at any time. There were no repurchases during the three months ended December 31, 2025.
The payment of dividends will be at the discretion of our board of directors and will depend on our results of operations, capital requirements, financial condition, prospects, contractual arrangements, any limitations on payment of dividends present in our future debt agreements, and other factors that our board of directors may deem relevant.
The payment of dividends will be at the discretion of our board of directors and will depend on our results of operations, capital requirements, financial condition, prospects, contractual arrangements, any limitations on payment of dividends present in our future debt agreements, and other factors that our board of directors may deem relevant. Unregistered Sales of Equity Securities Not applicable.
On March 27, 2025, the last reported sale price of our common stock as reported on the Nasdaq Capital Market was $18.52 per share. As of March 27, 2025, we had approximately 56 holders of record of our common stock.
On March 27, 2026, the last reported sale price of our common stock as reported on the Nasdaq Capital Market was $6.39 per share. As of March 30, 2026, we had approximately 54 holders of record of our common stock.
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 a total of $6.0 million under its stock repurchase program.
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.
On November 24, 2020, we used $14.6 million of our IPO proceeds to fund the acquisition of LEEDS. Securities Authorized for Issuance under Equity Compensation Plans Information about securities authorized for issuance under our equity compensation plan is incorporated herein by reference to Item 12 of Part III of this Annual Report on Form 10-K. Item 6. [ Reserved] 63
Securities Authorized for Issuance under Equity Compensation Plans Information about securities authorized for issuance under our equity compensation plan is incorporated herein by reference to Item 12 of Part III of this Annual Report on Form 10-K. Item 6. [ Reserved] 61
Removed
Sale of Unregistered Securities and Use of Proceeds (a) Unregistered Sales of Equity Securities Not applicable. (b) Issuer Purchases of Equity Securities In November 2022, our board of directors approved a new stock repurchase program for up to $25.0 million of our common stock.
Removed
(c) Use of Proceeds from Public Offering of Common Stock Our initial public offering of common stock (the “IPO”) was effected through a Registration Statement on Form S-1 (File No. 333-217603), which was declared effective on June 6, 2017.
Removed
There has been no material change in the planned use of proceeds from our IPO as described in our final prospectus filed with the SEC pursuant to Rule 424(b) and other periodic reports previously filed with the SEC.
Removed
We used $13.7 million of the net proceeds from our IPO to repay outstanding indebtedness of $13.5 million, including early termination fees of $0.2 million, during the quarter ending September 30, 2017. On October 3, 2018, 62 we used $1.7 million of our IPO proceeds to fund the acquisition of HunchLab.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

70 edited+8 added−28 removed88 unchanged
Biggest changeIf our actual results and updated projections vary significantly from the projections used as a basis for this determination, we may need to change the valuation allowance against the gross deferred tax assets. 71 Results of Operations The following table sets forth our consolidated statements of operations data for the years ended December 31, 2024 and 2023 (in thousands): As a % of As a % of Change 2024 Revenues 2023 Revenues $ % Revenues $ 102,031 100 % $ 92,717 100 % $ 9,314 10 % Costs Cost of revenues 43,542 43 % 39,874 43 % 3,668 9 % Impairment of property and equipment 605 1 % 114 — 491 431 % Total costs 44,147 44 % 39,988 43 % 4,159 10 % Gross profit 57,884 56 % 52,729 57 % 5,155 10 % Operating expenses: Sales and marketing 28,138 28 % 26,959 29 % 1,179 4 % Research and development 13,925 14 % 12,138 13 % 1,787 15 % General and administrative 23,894 23 % 20,557 22 % 3,337 16 % Change in fair value of contingent consideration (554 ) -1 % (5,686 ) -6 % 5,132 -90 % Restructuring expense 336 — — — 336 — Total operating expenses 65,739 64 % 53,968 58 % 11,771 22 % Operating income (loss) (7,855 ) -8 % (1,239 ) -1 % (6,616 ) 534 % Other expense, net (547 ) — (275 ) — (272 ) -99 % Provision for income taxes 778 1 % 1,204 1 % (426 ) -35 % Net income (loss) $ (9,180 ) -9 % $ (2,718 ) -2 % $ (6,462 ) 238 % Revenues 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.
Biggest changeIf our actual results and updated projections vary significantly from the projections used as a basis for this determination, we may need to change the valuation allowance against the gross deferred tax assets. 69 Results of Operations The following table sets forth our consolidated statements of operations data for the years ended December 31, 2025 and 2024 (in thousands): As a % of As a % of Change 2025 Revenues 2024 Revenues $ % Revenues $ 104,127 100 % $ 102,031 100 % $ 2,096 2 % Costs Cost of revenues 47,055 45 % 43,542 43 % 3,513 8 % Impairment of property and equipment 434 1 % 605 1 % (171 ) -28 % Total costs 47,489 46 % 44,147 44 % 3,342 8 % Gross profit 56,638 54 % 57,884 56 % (1,246 ) -2 % Operating expenses: Sales and marketing 26,100 25 % 28,138 28 % (2,038 ) -7 % Research and development 15,866 16 % 13,925 14 % 1,941 14 % General and administrative 23,207 22 % 23,894 23 % (687 ) -3 % Change in fair value of contingent consideration — — (554 ) -1 % 554 -100 % Restructuring expense 197 — 336 — (139 ) -41 % Total operating expenses 65,370 63 % 65,739 64 % (369 ) -1 % Operating loss (8,732 ) -9 % (7,855 ) -8 % (877 ) 11 % Other expense, net (575 ) — (547 ) — (28 ) -5 % Provision for income taxes 113 — 778 1 % (665 ) -85 % Net loss $ (9,420 ) -9 % $ (9,180 ) -9 % $ (240 ) 3 % Revenues 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.
Bob Showen, who believes that the highest and best use of technology is to promote social good. We are committed to developing comprehensive, respectful, and engaged partnerships with law enforcement agencies, elected officials and communities focused on making a positive difference in the world. 65 We enter into subscription agreements that typically range from one to three years in duration.
Bob Showen, who believes that the highest and best use of technology is to promote social good. We are committed to developing comprehensive, respectful, and engaged partnerships with law enforcement agencies, elected officials and communities focused on making a positive difference in the world. We enter into subscription agreements that typically range from one to three years in duration.
Challenges we face in this area include ensuring our new products are reliable, integrated well with other SoundThinking solutions, and priced and serviced appropriately. 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.
Challenges we face in this area include ensuring our new products are reliable, integrated well with other SoundThinking solutions, and priced and serviced appropriately. 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 64 represent.
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. 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.
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. 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.
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.
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. 71 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.
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 .
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 .
Our security solutions, ShotSpotter for Campus and ShotSpotter for Corporate are typically sold on a subscription basis, each with a customized deployment plan. 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. We derive the majority of our revenues from subscription services.
Our security solutions, ShotSpotter for Campus and ShotSpotter for Corporate are typically sold on a subscription basis, each with a customized deployment plan. 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.
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.
Although we use a limited number of suppliers and contract manufacturers, we believe that we could find 63 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.
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 73 stockholders.
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.
For SafePointe, our pricing model is based on a per-lane basis. For ShotSpotter for Campus, ShotSpotter for Corporate and CaseBuilder, our pricing model is on a customized-site basis. For ResourceRouter, CaseBuilder and CrimeTracer, pricing is currently customized, generally tied to the number of sworn police officers in a particular agency.
For SafePointe, our pricing model is based on a per-lane basis. For ShotSpotter for Campus, ShotSpotter for Corporate, CaseBuilder and PlateRanger, our pricing model is on a customized-site basis. For ResourceRouter, CaseBuilder, PlateRanger and CrimeTracer, pricing is currently customized, generally tied to the number of sworn police officers in a particular agency.
We have concluded there is only one reporting unit for purposes of performing the goodwill impairment test. The fair value of each reporting unit is estimated primarily through the use of market capitalization as a key input.
We have concluded there is only one reporting unit for purposes of performing the goodwill impairment test. The fair value of the reporting unit is estimated primarily through the use of market capitalization as a key input.
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 76 of the award and the price volatility of the underlying stock.
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.
In July 2024, we announced a strategic partnership to create and launch a new end-to-end vehicle and ALPR public safety solution, “PlateRanger, Powered by Rekor.” This collaboration combines SoundThinking's expertise in acoustic gunshot detection and investigative solutions with Rekor's vehicle ALPR solutions. Since our founding over 28 years ago, SoundThinking has been and continues to be a purpose-led company.
In July 2024, we announced a strategic partnership to create and launch a new end-to-end vehicle and ALPR public safety solution, “PlateRanger, Powered by Rekor.” This collaboration combines SoundThinking's expertise in acoustic gunshot detection and investigative solutions with Rekor's vehicle ALPR solutions. Since our founding over 29 years ago, SoundThinking has been and continues to be a purpose-led company.
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.
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.
Certain of these applications and outputs may expand the platform of services that we will be able to offer our customers. 70 General and Administrative General and administrative expenses primarily consist of personnel-related costs attributable to our executive, finance, and administrative personnel, legal, litigation, strategic communications, accounting and other professional services fees, and other corporate expenses and allocated overhead.
Certain of these applications and outputs may expand the platform of services that we will be able to offer our customers. 68 General and Administrative General and administrative expenses primarily consist of personnel-related costs attributable to our executive, finance, and administrative personnel, legal, litigation, strategic communications, accounting and other professional services fees, and other corporate expenses and allocated overhead.
For revenues generated through the sale of a proprietary software license and related maintenance and support services and professional software development services, cost of revenues generally includes employee compensation costs that are relatively fixed, third-party contractor costs, allocated facility costs and overhead, and the costs of 69 billable expenses such as travel and lodging.
For revenues generated through the sale of a proprietary software license and related maintenance and support services and professional software development services, cost of revenues generally includes employee compensation costs that are relatively fixed, third-party contractor costs, allocated facility costs and overhead, and the costs of 67 billable expenses such as travel and lodging.
As a result of our process for invoicing contracts and renewals upon execution, our cash flow from operations and accounts receivable can fluctuate due to timing of contract execution and timing of deployment. 68 We generally invoice subscription service renewals for 100% of the total contract value when the renewal contract is executed.
As a result of our process for invoicing contracts and renewals upon execution, our cash flow from operations and accounts receivable can fluctuate due to timing of contract execution and timing of deployment. 66 We generally invoice subscription service renewals for 100% of the total contract value when the renewal contract is executed.
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.
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.
Net New “Go-Live” Cities 67 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.
Net New “Go-Live” Cities 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 65 deployments, net of cities that ceased to be “live” during the year due to customer cancellations.
Changes in these estimates and assumptions could materially affect the determination of fair value and goodwill impairment. We performed our annual test for goodwill impairment as of October 1, 2024 and concluded that no impairment charge was necessary.
Changes in these estimates and assumptions could materially affect the determination of fair value and goodwill impairment. We performed our annual test for goodwill impairment as of October 1, 2025 and concluded that no impairment charge was necessary.
In assessing the need for or release of a valuation allowance, we consider all available evidence including past operating results and estimates of future taxable income. 78
In assessing the need for or release of a valuation allowance, we consider all available evidence including past operating results and estimates of future taxable income. 75
Our accumulated deficit was $104.3 million and $95.1 million as of December 31, 2024 and 2023, respectively. During the year ended December 31, 2023, the fair value of the contingent consideration that we recorded in connection with our acquisition of Forensic Logic, decreased to zero by $3.2 million, based upon adjustments to recorded liabilities as a result of actual revenues.
Our accumulated deficit was $113.7 million and $104.3 million as of December 31, 2025 and 2024, respectively. During the year ended December 31, 2023, the fair value of the contingent consideration that we recorded in connection with our acquisition of Forensic Logic, decreased to zero by $3.2 million, based upon adjustments to recorded liabilities as a result of actual revenues.
New cities include deployed coverage areas that may have been sold, or booked, in a prior period. We focus on net new “go-live” cities as a key business metric to measure our operational performance and market penetration.
New cities include deployed coverage areas that may have been sold, or booked, in a prior period. We focus on net new “go-live” cities as a key business metric to measure our operational performance and customer reach.
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. However, should additional working capital be needed, we can utilize our unused credit facility.
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.
Operating Activities 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.
Operating Activities 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.
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. We generate annual subscription revenues from the deployment of SafePointe on a per-lane basis, a lane being the detection area between two lanes.
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.
Our contract with the City of Chicago ended in November 2024. 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.
Our contract with the City of Chicago ended in November 2024. 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.
For SafePointe, we generally invoice the first year's subscription price when the contract is fully executed. 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.
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.
The City of New York and the City of Chicago each accounted for 30% and 10%, respectively, of our total revenues for the year ended December 31, 2022. Substantially all of our revenues for the years ended December 31, 2024, 2023 and 2022 were derived from customers within the United States (including Puerto Rico and the U.S. Virgin Islands).
The City of New York and the City of Chicago each accounted for 25% and 9%, respectively, of our total revenues for the year ended December 31, 2023. Substantially all of our revenues for the years ended December 31, 2025, 2024 and 2023 were derived from customers within the United States (including Puerto Rico and the U.S. Virgin Islands).
Key Business Metrics December 31, 2024 2023 Revenue retention rate 105 % 107 % Sales and marketing spend per $1.00 of new annualized contract value $ 0.63 $ 0.52 Net new "go-live" square miles (64 ) * 155 Net new "go-live" cities and universities 25 25 Annual recurring revenue (in millions) $ 95.6 $ 95.4 * 2024 "go-live" square miles is negative due to the fact that contract with City of Chicago was terminated in 2024.
Key Business Metrics December 31, 2025 2024 Revenue retention rate 99 % 105 % Sales and marketing spend per $1.00 of new annualized contract value $ 0.56 $ 0.63 Net new "go-live" square miles 5 (64 ) Net new "go-live" cities and universities 12 25 Annual recurring revenue (in millions) $ 95.4 $ 95.6 * 2024 "go-live" square miles is negative due to the fact that contract with City of Chicago was terminated in 2024.
Restructuring Expense 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. Other Income (Expense), Net Other income (expense) did not increase materially compared with the prior year.
Restructuring Expense 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 Other expense did not increase materially compared with the prior year.
By adding additional sales resources in strategic locations, 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.
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.
We are in compliance with all covenants under the Umpqua Credit Agreement as of December 31, 2024.
We are in compliance with all covenants under the Credit Agreement as of December 31, 2025.
Subscription revenue is recognized over the term of the subscription as services are provided. Key judgments include: Identification of Performance Obligations – Our subscription contracts often include multiple components, such as access to our platform, customer support, and periodic software updates. We assess whether these components are distinct and require separate revenue recognition.
Key judgments include: Identification of Performance Obligations – Our subscription contracts often include multiple components, such as access to our platform, customer support, and periodic software updates. We assess whether these components are distinct and require separate revenue recognition.
We offer our solutions on a software-as-a-service subscription model to our customers. We generate annual subscription revenues from the deployment of ShotSpotter on a per-square-mile basis. Our security solutions, ShotSpotter for Campus, and ShotSpotter for Corporate are typically sold on a subscription basis, each with a customized deployment plan.
We generate annual subscription revenues from the deployment of ShotSpotter on a per-square-mile basis. Our security solutions, ShotSpotter for Campus and ShotSpotter for Corporate are typically sold on a subscription basis, each with a 62 customized deployment plan.
As of December 31, 2024, we had ShotSpotter, ShotSpotter for Campus, and ShotSpotter for Corporate coverage areas under contract for over 1,076 square miles, of which over 1,074 square miles had gone live.
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.
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. As of December 31, 2024, we had 277 SafePointe lanes under contract.
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.
The stock repurchase program does not obligate us to purchase any particular amount of common stock and may be suspended or discontinued at any time. 74 During the year ended December 31, 2024, we repurchased 418,940 shares of our common stock at an average price of $14.31 per share for approximately $6.0 million, under the 2022 Repurchase Program.
The stock repurchase program does not obligate us to purchase any particular amount of common stock and may be suspended or discontinued at any time. During the year ended December 31, 2025, we repurchased 225,334 shares of our common stock at an average price of $13.15 per share for approximately $3.0 million, under the 2022 Repurchase Program.
Comparison of the Years Ended December 31, 2023 and 2022 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").
Comparison of the Years Ended December 31, 2024 and 2023 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”).
We generated revenues of $102.0 million, $92.7 million, and $81.0 million for the years ended December 31, 2024, 2023 and 2022, respectively, representing year-over-year increases of 10% and 14%. For the years ended December 31, 2024, 2023 and 2022, revenues from ShotSpotter represented approximately 71%, 70% and 69% of total revenues, respectively.
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.
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.
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.
Our trained incident review specialists can supplement alerts with 64 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.
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. We offer our solutions on a software-as-a-service subscription model to our customers.
Cash Flows Comparison of Years Ended December 31, 2024 and 2023 The following table presents a summary of our cash flows for the years ended December 31, 2024 and 2023 (in thousands): Year Ended December 31, 2024 2023 Net cash provided by (used in): Operating activities $ 22,220 $ 10,951 Investing activities (6,432 ) (16,485 ) Financing activities (8,247 ) 795 Net change in cash and cash equivalents $ 7,541 $ (4,739 ) As of December 31, 2024 and 2023, $0.8 million and $0.5 million in cash was held by our consolidated foreign subsidiaries, respectively.
Cash Flows Comparison of Years Ended December 31, 2025 and 2024 The following table presents a summary of our cash flows for the years ended December 31, 2025 and 2024 (in thousands): Year Ended December 31, 2025 2024 Net cash provided by (used in): Operating activities $ 9,300 $ 22,220 Investing activities (4,455 ) (6,432 ) Financing activities (2,351 ) (8,247 ) Net change in cash and cash equivalents $ 2,494 $ 7,541 As of December 31, 2025 and 2024, $1.5 million and $0.8 million in cash was held by our consolidated foreign subsidiaries, respectively.
Determination of Standalone Selling Prices (SSP) – When contracts contain multiple performance obligations, we allocate transaction prices based on the relative SSP of each component. 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.
Determination of Standalone Selling Prices (SSP) – When contracts contain multiple performance obligations, we allocate transaction prices based on the relative SSP of each component. Timing of Revenue Recognition – Subscription fees are generally recognized ratably over the contract term.
As part of the rebranding, we introduced our SafetySmart TM platform that includes six data-driven tools consisting of: (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. and (vi) SafePointe ™, an AI-based weapons detection system.
As part of the rebranding, we introduced the SafetySmart TM platform that includes six data-driven tools consisting of: (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; (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; (iii) CaseBuilder TM , a one-stop investigative case management system for tracking, reporting, and collaborating on cases; (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; (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.
We recognize the impact of forfeitures on stock-based compensation expense as forfeitures occur. We apply the straight-line method of expense recognition. We use the Black-Scholes option-pricing model to determine the fair value of stock options and ESPP shares.
We apply the straight-line method of expense recognition. We use the Black-Scholes option-pricing model to determine the fair value of stock options and ESPP shares.
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. The City of New York and the City of Chicago each accounted for 25% and 9%, respectively, of our total revenues for the year ended December 31, 2023.
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.
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.
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.
See Note 2, Summary of Significant Accounting Policies , to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for a description of our other significant accounting policies. Revenue Recognition Revenue Recognition We recognize revenue in accordance with ASC 606, Revenue from Contracts with Customers.
See Note 2, Summary of Significant Accounting Policies , to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for a description of our other significant accounting policies. Revenue Recognition For a full description of our revenue policy, refer to Note 2.
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. 77 Income Taxes We account for income taxes under the asset and liability approach.
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. There was no impairment charge during the year ended December 31, 2025 Income Taxes 74 We account for income taxes under the asset and liability approach.
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.
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. Other Income (Expense), Net Other income (expense), net, consisted primarily of interest income and local and franchise tax expenses.
Our future growth will primarily depend on the market acceptance for outdoor gunshot detection solutions.
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.
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. 75 Financing Activities Cash generated by financing activities includes net proceeds from the exercise of stock options and proceeds from the employee stock purchase plan (“ESPP”) purchases, offset by payments for repurchases of our common stock and debt.
Financing Activities Cash generated by financing activities includes net proceeds from the exercise of stock options and proceeds from the employee stock purchase plan (“ESPP”) purchases, offset by payments for repurchases of our common stock and debt. Financing activities used $2.4 million in cash during the year ended December 31, 2025.
Liquidity and Capital Resources Sources of Funds Our operations have been financed primarily through net proceeds from the sale of equity, debt financing arrangements and cash from operating activities. 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.
Liquidity and Capital Resources Sources of Funds Our operations are financed primarily through net proceeds from debt financing arrangements and cash from operating activities. 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.
SoundThinking Labs supports innovative uses 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.
Our gunshot detection solutions consist of highly-specialized, cloud-based software integrated with proprietary, internet-enabled sensors designed to detect outdoor gunfire.
Financing activities used $8.2 million in cash during the year ended December 31, 2024. 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.
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 A discussion of changes in our cash flows from the year ended December 31, 2023 to the year ended December 31, 2024 can be found in Part II, Item 7, “Management's Discussion and Analysis of Financial Conditions and Results of Operations” of the 2024 Form 10-K.
Investing Activities 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. Investing activities used $6.4 million and $16.5 million in the years ended December 31, 2024 and 2023, respectively.
Investing activities used $4.5 million and $6.4 million in the years ended December 31, 2025 and 2024, respectively. 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.
The repurchases were made in open market transactions using cash on hand, and all of the shares repurchased were retired. As of December 31, 2024, $13.4 million remains available under the 2022 Repurchase Program. Credit Facility In September 2018, we entered into our Umpqua Credit Agreement, initially providing for borrowing capacity of $10.0 million.
The repurchases were made in open market transactions using cash on hand, and all of the shares repurchased were retired. As of December 31, 2025, $10.5 million remains available under the 2022 Repurchase Program.
However, upfront fees and non-refundable payments require assessment to determine whether they represent a separate performance obligation. Stock-Based Compensation 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.
Stock-Based Compensation 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 73 requisite service period. We recognize the impact of forfeitures on stock-based compensation expense as forfeitures occur.
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. We believe that developing and acquiring products for law enforcement in adjacent categories is a path for additional growth.
In addition, we believe that entering into strategic partnerships with other service providers to cities and municipalities offers another potential avenue for expansion. 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.
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.
Stock Repurchase Program 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.
Our available credit facility as of December 31, 2024 was $21.0 million. On December 31, 2024, there was $4.0 million outstanding on our line of credit.
On December 31, 2025, we had $4.0 million outstanding on our line of credit, with an available borrowing capacity of $36.0 million.
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. The ability to cross-sell new products provides an opportunity to grow revenues per customer and 66 lifetime value.
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.
Operating Expenses Sales and Marketing Expense 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.
Operating Expenses Sales and Marketing Expense 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.
Critical estimates in valuing contingent consideration liabilities include, but are not limited to, revenues estimates and discount rates. Goodwill Goodwill represents the excess of amounts paid over the fair value of net assets acquired from a business acquisition.
As such, expected dividend yield is zero. Goodwill Goodwill represents the excess of amounts paid over the fair value of net assets acquired from a business acquisition.
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.
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. 72 Investing Activities 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.
Change in Fair Value of Contingent Consideration The fair value of contingent consideration related to our acquisitions decreased by $0.6 million during the year ended December 31, 2024.
Change in Fair Value of Contingent Consideration There was no fair value adjustment for contingent consideration liabilities during 2025 resulting in a decrease of $0.6 million compared to 2024.
ShotSpotter went live in 20 new cities and five universities during the year ended December 31, 2024. 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.
ShotSpotter went live in 10 new cities and 2 universities during the year ended December 31, 2025.
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. The revolving loan facility is for general working capital purposes.
Credit Facility 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”). The credit facility matures on October 15, 2027. The revolving credit facility is for general working capital purposes.
Research and Development Expense 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. 72 General and Administrative Expense 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.
Costs 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. Gross Profit Gross profit as a percentage of revenues decreased 2% compared to 2024.
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”).
Added
These solutions may operate independently or together as an integrated system that connects detection, data analysis, resource deployment and case management workflows.
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.
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. SoundThinking Labs supports innovative use cases of the Company's technology to help protect wildlife and the environment.
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.
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. We believe this legislation has created a substantial addressable market opportunity for us.
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. You should not rely upon forward-looking statements as predictions of future events.
Added
The ability to cross-sell new products provides an opportunity to grow revenues per customer and lifetime value. 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.
Removed
Furthermore, such forward-looking statements speak only as of the date of this report. 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.
Added
As mentioned above, we are piloting a perimeter-based sniper gunshot detection solution targeting utility substations, with initial pilots aimed at utility customers.

… 26 more changes not shown on this page.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

5 edited+0 added−0 removed4 unchanged
Biggest changeHowever, if the average value of the South African Rand had been 10% higher relative to the U.S. dollar during 2024, 2023 or 2022, it would not have resulted in a significant impact to our results of operations for the years ended December 31, 2024, 2023 or 2022. To date, we have not engaged in any hedging strategies.
Biggest changeHowever, if the average value of the South African Rand had been 10% higher relative to the U.S. dollar during 2025, 2024 or 2023, it would not have resulted in a significant impact to our results of operations for the years ended December 31, 2025, 2024 or 2023. To date, we have not engaged in any hedging strategies.
Based on the outstanding balance of our Credit Agreement at December 31, 2024, a 100 basis point increase in the interest rate would increase interest expense by $0.04 million annually. Our cash includes cash in readily available checking and money market accounts.
Based on the outstanding balance of our Credit Agreement at December 31, 2025, a 100 basis point increase in the interest rate would increase interest expense by $0.04 million annually. Our cash includes cash in readily available checking and money market accounts.
If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition, and results of operations. 79
If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition, and results of operations. 76
Interest Rate Risk We are exposed to interest rate risk in the ordinary course of our business. At December 31, 2024, the outstanding balance of our Credit Agreement was $4.0 million, which bears interest at a variable rate. At December 31, 2024, the rate in effect was approximately 6.5%.
Interest Rate Risk We are exposed to interest rate risk in the ordinary course of our business. At December 31, 2025, the outstanding balance of our Credit Agreement was $4.0 million, which bears interest at a variable rate. At December 31, 2025, the rate in effect was approximately 6.2%.
These securities are not dependent on interest rate fluctuations that may cause the principal amount of these assets to fluctuate. We had cash and cash equivalents of $13.2 million as of December 31, 2024, which consists entirely of bank deposits.
These securities are not dependent on interest rate fluctuations that may cause the principal amount of these assets to fluctuate. We had cash and cash equivalents of $15.8 million as of December 31, 2025, which consists entirely of bank deposits.

Other SSTI 10-K year-over-year comparisons