[144] Sound Group Inc. American SEC Filing

Rhea-AI Filing Summary

Sound Group Inc. (SOGP) Form 144 notice indicates a proposed sale of 10,000 ADS through Futu Securities International (Hong Kong) Limited with an aggregate market value of $71,600, scheduled approximately for 09/03/2025 on NASDAQ. The filing states there are 901,162,010 shares outstanding, so the proposed sale represents a very small fraction of the outstanding stock. The securities were acquired on 02/01/2021 under the company ESOP plan from Sound Group Inc.; the acquisition amount listed is 1,695,000 shares and payment is described as an option exercise fee. The filer reports no sales in the past three months and includes the standard representation about material nonpublic information.

Positive

• Regulatory compliance: The filer submitted a Form 144 disclosing the proposed sale, supporting market transparency
• Small relative size: 10,000 ADS equals a negligible portion of 901,162,010 shares outstanding, limiting market impact

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine insider sale notice for a small ADS block; disclosure ensures market transparency.

The Form 144 documents a proposed sale of 10,000 ADS valued at $71,600, to be executed through an international broker on NASDAQ. The reported acquisition originated from the company ESOP on 02/01/2021 via option exercise. With 901,162,010 shares outstanding, the size of the proposed sale is immaterial to supply-demand dynamics. No prior sales in the past three months are reported, indicating this is an isolated planned transaction rather than ongoing disposition.

Corporate Governance Expert

TL;DR: Filing meets Rule 144 disclosure requirements; provides necessary seller representations.

The notice includes required seller representations about absence of undisclosed material information and records the plan/source of shares as an ESOP option exercise. The filing thus satisfies procedural obligations under Rule 144 for reporting a proposed sale by an affiliate or control person. There are no indicia in the form of material events, aggregated recent sales, or unusual terms that would signal a governance or compliance concern.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
ADS	Futu Securities International (Hong Kong) Limited 34/F United Centre 95 Queensway Admiralty K3 00000	10000	71600.00	901162010	09/03/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Class A ordinary shares	02/01/2021	Company ESOP Plan	Sound Group Inc.			1695000	02/01/2021	Option exercise fee

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does Sound Group Inc. (SOGP) report in this Form 144?

The filing notifies a proposed sale of 10,000 ADS valued at $71,600, to be sold on 09/03/2025 on NASDAQ through Futu Securities International (Hong Kong) Limited.

How many shares outstanding does SOGP report and how material is the sale?

The form lists 901,162,010 shares outstanding; the proposed 10,000 ADS represent a very small fraction of total shares outstanding.

When and how were the securities being sold originally acquired?

The securities were acquired on 02/01/2021 under the company ESOP plan from Sound Group Inc. with an acquisition amount of 1,695,000 shares and payment described as an option exercise fee.

Does the filer report any securities sold in the past three months?

No. The Form 144 states Nothing to Report for securities sold during the past three months.

Through which broker will the sale be executed?

The broker named is Futu Securities International (Hong Kong) Limited with an address at 34/F United Centre, 95 Queensway, Admiralty.