SoundThinking, Inc. and Transom Capital Group have signed a definitive merger agreement under which Transom will acquire SoundThinking through a tender offer offering $8.00 in cash per share plus one non-transferable contingent value right (CVR) worth up to an additional $3.00. The upfront consideration implies an enterprise value of approximately $114 million, rising to approximately $159 million if the CVR pays its maximum amount. The cash offer represents a 46% premium to SoundThinking’s September 28, 2026, closing price, while maximum consideration would represent a 101% premium. Shareholders representing approximately 33% of outstanding common stock have agreed to tender their shares, and SoundThinking’s board unanimously approved the transaction. The deal is expected to close in the fourth quarter of 2026, subject to customary conditions including a minimum majority tender threshold, but the tender offer has not yet commenced. Brodsky & Smith and Ademi LLP are separately investigating whether the board secured fair value, fulfilled its fiduciary duties, provided a fair process and accepted deal terms that could restrict competing bids or provide insider change-of-control benefits.