Exhibit (a)(1)(C)
Offer to Purchase
All Outstanding Shares of Common Stock
of
SOUNDTHINKING, INC.
at
$8.00 per share, net to the stockholder in cash, without interest, plus one non-transferable contingent value
right per share, which represents the contractual right to receive a contingent cash payment of up to $3.00
per contingent value right, net to the stockholder in cash, without interest and less any applicable tax
withholding, upon the achievement of certain specified milestones
Pursuant to the Offer to Purchase dated October 20, 2026
by
TRANSOM SIGNAL MERGERSUB, INC.,
a wholly owned subsidiary
of
TRANSOM SIGNAL ACQUIRECO, LLC
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE AFTER 11:59 P.M., NEW YORK CITY TIME, ON NOVEMBER 17, 2026, UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED. | ||
October 20, 2026
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
We have been engaged by Transom Signal MergerSub, Inc., a Delaware corporation (“Merger Sub”), a wholly owned subsidiary of Transom Signal AcquireCo, LLC, a Delaware limited liability company (“Parent”), to act as information agent (the “Information Agent”) in connection with Merger Sub’s offer to purchase any and all of the issued and outstanding shares of common stock, par value $0.005 per share (the “Shares”), of SoundThinking, Inc., a Delaware corporation (“SoundThinking”), at a purchase price of (i) $8.00 per Share, net to the stockholder in cash, without interest, plus (ii) one non-transferable contingent value right per Share (each, a “CVR”), which represents the contractual right to receive a contingent cash payment of up to $3.00 per CVR, net to the stockholder in cash, without interest and less any applicable tax withholding, upon the achievement of certain specified milestones in accordance with the terms and subject to the conditions of a contingent value rights agreement to be entered into by and among Parent, SoundThinking and a rights agent selected by Parent and reasonably acceptable to SoundThinking, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 20, 2026 (the “Offer to Purchase”), and in the related Letter of Transmittal, dated October 20, 2026 (the “Letter of Transmittal” and, together with the Offer to Purchase, as each may be amended or supplemented from time to time, the “Offer”). Please furnish copies of the enclosed materials to those of your clients for whom you hold Shares registered in your name or in the name of your nominee.
The Offer and the Merger (as defined below) are not subject to any financing condition. The conditions to the Offer are described in Section 15 of the Offer to Purchase.
For your information and for forwarding to your clients for whom you hold Shares registered in your name or in the name of your nominee, we are enclosing the following documents:
1. The Offer to Purchase;
2. The Letter of Transmittal (including Internal Revenue Service Form W-9) for your use in accepting the Offer and tendering Shares and for the information of your clients;
3. A form of letter which may be sent to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Offer; and
4. SoundThinking’s Solicitation/Recommendation Statement on Schedule 14D-9.