What the changes say
- SoundHound highlights long product development cycles of six months to two years and heavy customer concentration in unbilled receivables.
- The company reported $248.5 million in cash against negative operating cash flows of $98.2 million in 2025.
- Federal net operating loss carryforwards expanded to $892.9 million.
What changed since the prior 10-K
New
- NewRisks Related to SoundHound’s Business and Financial Condition
from winning a contract to implementation is long and SoundHound is subject to the risks of cancellation or postponement of the contract or unsuccessful implementation
SoundHound faces long customer development cycles of six months to two years, risking unrecovered resource investments if contracts are postponed or canceled.
- NewRisks Related to SoundHound’s Business and Financial Condition
The unbilled receivables balances from five customers collectively totaled 83% of the Company’s consolidated unbilled receivables balance at December 31, 2025. The unbilled receivables balances from two customers collectively totaled 74% of the Company’s consolidated unbilled receivables balance at December 31, 2024
Unbilled receivables are highly concentrated, with five customers accounting for 83% of the total balance at December 31, 2025.
- NewRisks Related to SoundHound’s Class A Common Stock and the Securities Market
increase our cost of capital, which could prevent us from accessing debt and equity capital on terms acceptable to us or at all
Short selling and potential short squeezes in Class A Common Stock could create extreme price volatility and increase the cost of capital.
Reworded
- 72% rewrittenRisks Related to SoundHound’s Class A Common Stock and the Securities Market
Low trading volume for SoundHound’s Class A Common Stock would amplify the effect of the above factors on stock price volatility
Updated to note that market volatility and outside economic effects could reduce the Class A Common Stock price despite operating performance.
- 57% rewrittenRisks Related to SoundHound’s Business and Financial Condition
SoundHound’s operating results could be materially and adversely affected if it loses any of its largest customers
Retained the risk of losing major customers or facing non-payment without substantive textual alterations.
- 52% rewrittenRisks Related to SoundHound’s Business and Financial Condition
Natural disasters, health epidemics, or other catastrophic events may cause damage or disruption to our operations, commerce and the global economy, and have a negative effect on our business and operations
Retained the natural disaster and headquarters seismic risk description without substantive textual alterations.
- 42% rewrittenRisks Related to SoundHound’s Class A Common Stock and the Securities Market
Delaware law and provisions in our charter documents could make a merger, tender offer, or proxy contest difficult, thereby depressing the trading price of our common stock
Updated references from Amended Charter to Restated Charter regarding anti-takeover provisions.
- 34% rewrittenRisks Related to SoundHound’s Business and Financial Condition
Regulatory and legislative developments related to the use of AI could adversely affect our use and provision of AI-powered solutions in our products, services and business
Retained the regulatory risks regarding artificial intelligence and automated decision making without substantive textual alterations.
- 31% rewrittenRisks Related to SoundHound’s Business and Financial Condition
Pricing pressures from SoundHound’s customers may adversely affect its results of operations
Added the spelled-out term original equipment manufacturers for OEMs regarding automotive customer pricing pressure.
- 28% rewrittenRisks Related to SoundHound’s Business and Financial Condition
SoundHound may require additional capital to continue its planned business operations but may not be able to obtain such capital when desired on favorable terms, if at all, or without dilution to its stockholders
Updated cash figures to show $248.5 million in cash at December 31, 2025, and added negative operating cash flows of $98.2 million, $108.9 million, and $68.3 million for 2025, 2024, and 2023.
- 24% rewrittenRisks Related to U.S. and International Taxation Generally
SoundHound’s ability to use its net operating loss carryforwards and certain other tax attributes may be limited
Updated federal net operating loss carryforwards to $892.9 million and state carryforwards to $379.7 million as of December 31, 2025.
- 23% rewrittenRisks Related to SoundHound’s Business and Financial Condition
We may engage in future acquisitions or strategic transactions which may require us to seek additional financing or financial commitments, increase our expenses and/or present significant distractions to our management
- 23% rewrittenRisks Related to U.S. and International Taxation Generally
Changes in tax laws or exposure to additional income tax liabilities could affect SoundHound’s future profitability
All 51 risk factors
Headings as the filing states them, in filing order.
Risks Related to SoundHound’s Business and Financial Condition
- 01Our use and provision of AI-powered solutions could lead to operational or reputational damage, competitive harm, legal and regulatory risk and additional costs
- 02Regulatory and legislative developments related to the use of AI could adversely affect our use and provision of AI-powered solutions in our products, services and business34% rewritten
- 03The market in which SoundHound operates is highly competitive and rapidly changing and SoundHound may be unable to compete successfully
- 04Adverse conditions in the Voice AI market or the global economy more generally could have adverse effects on SoundHound’s results of operations
- 05SoundHound’s strategy to increase cloud connected and embedded products and technologies and expand the number of foreign languages SoundHound understands may adversely affect its near-term revenue growth and results of operations
- 06Pricing pressures from SoundHound’s customers may adversely affect its results of operations31% rewritten
- 07from winning a contract to implementation is long and SoundHound is subject to the risks of cancellation or postponement of the contract or unsuccessful implementationNew
- 08SoundHound’s operating results could be materially and adversely affected if it loses any of its largest customers57% rewritten
- 09The unbilled receivables balances from five customers collectively totaled 83% of the Company’s consolidated unbilled receivables balance at December 31, 2025. The unbilled receivables balances from two customers collectively totaled 74% of the Company’s consolidated unbilled receivables balance at December 31, 2024New
- 10Adverse economic conditions or reduced technology spending may adversely impact SoundHound's business
- 11SoundHound’s operating results may fluctuate significantly from period to period, and this may cause its stock price to decline
- 12SoundHound depends on skilled employees and could be impacted by a shortage of critical skills
- 13Cybersecurity and data privacy incidents or breaches may damage client relations and inhibit SoundHound’s growth
- 14SoundHound’s business is subject to a variety of domestic and international laws, rules, policies and other obligations, including data protection and anticorruption
- 15Interruptions or delays in SoundHound’s services or services from data center hosting facilities or public clouds could impair the delivery of its services and harm its business
- 16SoundHound’s business is subject to risks, expenses and uncertainties associated with selling its solutions in locations outside the United States that could adversely affect its operating results
- 17SoundHound relies on third-party telecommunications and internet service providers, including connectivity to its cloud software, and any failure by these service providers to provide reliable services could cause SoundHound to lose customers and subject it to claims for credits or damages, among other things
- 18SoundHound’s plans to expand upon and establish new public cloud-based data centers for its U.S. and international operations may be unsuccessful and may present execution and competitive risks
- 19An element of SoundHound’s growth strategy is to expand its international sales efforts and develop a worldwide customer base. SoundHound’s international expansion may not be successful and may not produce the return on investment it expects
- 20These risks could harm SoundHound’s international operations, increase its operating costs and hinder its ability to grow its international business and, consequently, its overall business and results of operations
- 21Tax matters may cause significant variability in SoundHound’s operating results and may impact its overall financial condition
- 22Forecasts of SoundHound’s market and market growth may prove to be inaccurate, and even if the markets in which it competes achieve the forecasted growth, there can be no assurance that its business will grow at similar rates, or at all
- 23If SoundHound is unable to acquire new customers, its operating results will be harmed. Likewise, potential customer turnover in the future, or costs it incurs to retain its existing customers, could materially and adversely affect its operating results
- 24If SoundHound does not successfully anticipate market needs, enhance its existing products, execute on delivering quality products and services, or develop new products and services that meet those needs on a timely basis, it may not be able to compete effectively and its ability to generate revenues will suffer
- 25If SoundHound spends significant time and effort on research and development and is unable to generate an adequate return on its investment, its results of operations may be materially and adversely affected
- 26SoundHound’s brand, reputation and ability to attract, retain and serve its customers are dependent in part upon the reliable performance of, and the ability of its existing customers and new customers to access and use, its solutions, including real-time analytics and intelligence
- 27We may engage in future acquisitions or strategic transactions which may require us to seek additional financing or financial commitments, increase our expenses and/or present significant distractions to our management23% rewritten
- 28If intangible assets and goodwill that we recorded in connection with our acquisitions, including our SYNQ3, Amelia, and Interactions acquisitions, become impaired, we may have to take significant charges against earnings, which would have a negative impact on our financial condition and results of operations
- 29Our acquisitions expose us to risks that could adversely affect our business, and we may not achieve the anticipated benefits of acquisitions of businesses or technologies
- 30The integration of our acquisitions, and in particular, our acquisition of SYNQ3, Amelia, and Interactions, may result in significant accounting charges that adversely affect the financial results of our company
- 31Our acquisitions may result in unexpected consequences to our business and results of operations
- 32Failure to realize the benefits expected from our recent acquisitions could adversely affect the value of our common stock
- 33SoundHound has generated substantial net losses and negative operating cash flows since its inception and may continue to do so for the foreseeable future
- 34SoundHound may require additional capital to continue its planned business operations but may not be able to obtain such capital when desired on favorable terms, if at all, or without dilution to its stockholders28% rewritten
- 35The loss of one or more key members of SoundHound’s management team or personnel, or its failure to attract, integrate and retain additional personnel in the future, could harm its business and negatively affect its ability to successfully grow its business
- 36Natural disasters, health epidemics, or other catastrophic events may cause damage or disruption to our operations, commerce and the global economy, and have a negative effect on our business and operations52% rewritten
Risks Relating to SoundHound’s Intellectual Property and Technology
- 37SoundHound’s use of open source technology could impose limitations on its ability to commercialize its software
- 38Unauthorized use of SoundHound’s proprietary technology and intellectual property could adversely affect its business and results of operations
- 39SoundHound’s software products may have bugs, which could result in delayed or lost revenue, expensive correction, liability to its customers and claims against us
- 40We may be unable to respond quickly enough to changes in technology and technological risks and to develop its intellectual property into commercially viable products
Risks Related to SoundHound’s Class A Common Stock and the Securities Market
- 41SoundHound’s stock price and trading volume has fluctuated significantly and may continue to fluctuate significantly in the future
- 42Low trading volume for SoundHound’s Class A Common Stock would amplify the effect of the above factors on stock price volatility72% rewritten
- 43increase our cost of capital, which could prevent us from accessing debt and equity capital on terms acceptable to us or at allNew
- 44We do not intend to pay cash dividends for the foreseeable future
- 45The requirements of being a public company may strain SoundHound’s resources and divert management’s attention, and the increases in legal, accounting and compliance expenses may be greater than SoundHound anticipates
- 46Risks Applicable to a Dual Class Common Stock Structure
- 47The Restated Charter provides for a dual-class multiple voting Common Stock structure, and we cannot predict the effect this structure of our common stock may have on the market price of our Class A Common Stock
- 48Delaware law and provisions in our charter documents could make a merger, tender offer, or proxy contest difficult, thereby depressing the trading price of our common stock42% rewritten
Risks Related to U.S. and International Taxation Generally
- 49Changes in tax laws or exposure to additional income tax liabilities could affect SoundHound’s future profitability23% rewritten
- 50SoundHound’s ability to use its net operating loss carryforwards and certain other tax attributes may be limited24% rewritten
- 51Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition and results of operations
Other Soundhound AI 10-Ks
- FY2024 10-K risk factors48 risks
SoundHound's risk profile is dominated by intense competition in the Voice AI market, execution risks from recent acquisitions like SYNQ3 and Amelia, and a history of substantial net losses and negative cash flows.
Filed Mar 11, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.