Exhibit (a)(1)(D)
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 Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated October 20, 2026 (the “Offer to Purchase”), and the related Letter of Transmittal, dated October 20, 2026 (the “Letter of Transmittal”), in connection with the offer by Transom Signal MergerSub, Inc., a Delaware corporation (“Merger Sub”) and a wholly owned subsidiary of Transom Signal AcquireCo, LLC, a Delaware limited liability company (“Parent”), 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 (the “Cash Amount”), plus (ii) one non-transferable contingent value right per Share (each, a “CVR” and together with the Cash Amount, the “Offer Price”), 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 (the “CVR 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 and in the related Letter of Transmittal (which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, the “Offer”).
Also enclosed is SoundThinking’s Solicitation/Recommendation Statement on Schedule 14D-9.
THE BOARD OF DIRECTORS OF SOUNDTHINKING UNANIMOUSLY RESOLVED TO RECOMMEND THAT YOU TENDER ALL OF YOUR SHARES IN THE OFFER.
We or our nominees are the holders of record of Shares held for your account. A tender of such Shares can be made only by us as the holder of record and pursuant to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Shares held by us or our nominees for your account.
We request instructions as to whether you wish us to tender any or all of the Shares held by us or our nominees for your account, upon the terms and subject to the conditions set forth in the enclosed Offer to Purchase and the Letter of Transmittal.