Voice Future entity tied to Sound Group Inc. (SOGP) reverses share conversion

Rhea-AI Filing Summary

Sound Group Inc. director and CEO Jinnan Lai reported an internal restructuring of holdings through Voice Future Ltd, rather than a market trade. On Class B Ordinary Shares, Voice Future Ltd recorded a Form 4 code J transaction involving 8,000,000 shares, bringing its indirect Class B position to 192,215,000 shares after the transaction. A separate code J entry for American Depositary Shares (ADSs) covered 40,000 ADSs, leaving an indirect ADS balance of 7,300 ADSs. Footnotes explain this as a reverse of a prior conversion of Class B into Class A shares for ADS issuance, restoring Voice Future Ltd’s holdings back to Class B ordinary shares. Each ADS represents 200 Class A ordinary shares.

Insider Trade Summary

Net Buyer: 7,960,000 shares

Net Buy 2 txns

Insider Lai Jinnan (Marco)

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Other	American Depositary Share	40,000	$0.00	$0.00
Other	Class B Ordinary Shares	8,000,000	$0.00	$0.00

Holdings After Transaction: American Depositary Share — 7,300 shares (Indirect, By Voice Future Ltd); Class B Ordinary Shares — 192,215,000 shares (Indirect, By Voice Future Ltd)

Footnotes (3)

1. F1. Each American depositary share ("ADS") represents two hundred Class A ordinary shares, par value US$0.0001 per share, of the Issuer.
2. F2. This transaction represents a reverse of a prior conversion of Class B shares into Class A shares for ADS issuance, restoring Voice Future Ltd.'s holdings back to Class B ordinary shares.
3. F3. Voice Future Ltd is 5% owned by VOICE WORLD Ltd, an entity controlled by Mr. Jinnan Lai, and 95% owned by Voice Home Ltd. The entire interest of Voice Home Ltd is held by TMF (Cayman) Ltd. as trustee for a trust established by Mr. Jinnan Lai as settlor for the benefit of beneficiaries designated by Mr. Jinnan Lai.

Key Figures

Class B shares in J transaction: 8,000,000 shares Class B shares after transaction: 192,215,000 shares ADSs in J transaction: 40,000 ADSs +3 more

6 metrics

Class B shares in J transaction 8,000,000 shares Code J restructuring on Class B Ordinary Shares

Class B shares after transaction 192,215,000 shares Indirectly held by Voice Future Ltd after restructuring

ADSs in J transaction 40,000 ADSs Code J restructuring on American Depositary Shares

ADSs after transaction 7,300 ADSs Indirect ADS balance following restructuring

ADS share ratio 200 Class A shares per ADS Each ADS represents 200 Class A ordinary shares

Restructuring shares total 8,040,000 shares Total restructuringShares across code J transactions

Key Terms

American depositary share, Class B Ordinary Shares, Other acquisition or disposition, indirect ownership, +1 more

5 terms

American depositary share financial

"Each American depositary share ("ADS") represents two hundred Class A ordinary shares"

An American Depositary Share (ADS) is a U.S.-listed certificate that represents a specified number of shares in a foreign company, held by a custodian bank; it works like a receipt that allows U.S. investors to buy and trade foreign equity on American exchanges without dealing with another country’s markets. Investors care because ADSs make foreign stocks easier to access, improve liquidity and settlement in dollars, and can affect dividend payments, voting rights and regulatory oversight compared with buying the underlying foreign shares directly.

Class B Ordinary Shares financial

"This transaction represents a reverse of a prior conversion of Class B shares into Class A shares"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

Other acquisition or disposition financial

"transaction_code_description: "Other acquisition or disposition""

indirect ownership financial

"nature_of_ownership: "By Voice Future Ltd" and ownership_type: "indirect""

trustee financial

"The entire interest of Voice Home Ltd is held by TMF (Cayman) Ltd. as trustee for a trust"

A trustee is a person or institution legally appointed to hold and manage assets or enforce an agreement on behalf of other people (beneficiaries). Think of a trustee as a neutral referee or custodian who must act in the beneficiaries’ best interests, follow the trust or contract rules, and handle distributions, recordkeeping and enforcement. Investors care because a trustworthy trustee protects their rights, ensures promised payments or remedies are delivered, and can influence recoveries if things go wrong.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 04/23/2026 - 08:00 AM Learn about SEC filing dates

FAQ

What insider activity did Sound Group Inc. (SOGP) report on this Form 4?

The filing reports an internal restructuring coded J, not a market trade. Voice Future Ltd adjusted its holdings of Class B ordinary shares and American Depositary Shares, reversing a prior conversion and restoring exposure to Class B shares.

How many Sound Group (SOGP) Class B shares are held after the restructuring?

After the transaction, Voice Future Ltd holds 192,215,000 Class B Ordinary Shares indirectly. The Form 4 shows an 8,000,000-share code J transaction on Class B shares, described as reversing an earlier conversion into Class A shares for ADS issuance.

What happened to Sound Group (SOGP) American Depositary Shares in this filing?

The Form 4 shows a code J transaction involving 40,000 American Depositary Shares, leaving 7,300 ADSs held indirectly. This adjustment is tied to reversing a prior conversion related to ADS issuance, not an open-market purchase or sale.

Is the Sound Group (SOGP) Form 4 a buy or sell by the CEO?

The activity is classified as transaction code J, an “other acquisition or disposition,” not a clear buy or sell. It reflects restructuring through Voice Future Ltd and a reversal of prior share conversions rather than a straightforward market purchase or sale.

What does each Sound Group (SOGP) ADS represent in ordinary shares?

Each American Depositary Share represents 200 Class A ordinary shares of Sound Group Inc. This ratio is disclosed in the footnotes and explains how ADS positions relate to the company’s underlying Class A ordinary shares.

Who is Voice Future Ltd in relation to Sound Group (SOGP) CEO Jinnan Lai?

Voice Future Ltd is the indirect holder of the reported shares. It is 5% owned by VOICE WORLD Ltd, controlled by Jinnan Lai, and 95% owned by Voice Home Ltd, whose entire interest is held in trust for beneficiaries designated by Mr. Lai.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Lai Jinnan (Marco)

(Last) (First) (Middle)

108 ROBINSON ROAD

(Street)

SINGAPORE, 068900

(City) (State) (Zip)

SINGAPORE

(Country)

2. Issuer Name and Ticker or Trading Symbol
Sound Group Inc. [ SOGP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/21/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
American Depositary Share(1)	04/21/2026		J		40,000	D(2)	$0	7,300(1)	I	By Voice Future Ltd(3)
Class B Ordinary Shares	04/21/2026		J		8,000,000	A(2)	$0	192,215,000	I	By Voice Future Ltd(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Each American depositary share ("ADS") represents two hundred Class A ordinary shares, par value US$0.0001 per share, of the Issuer.

2. This transaction represents a reverse of a prior conversion of Class B shares into Class A shares for ADS issuance, restoring Voice Future Ltd.'s holdings back to Class B ordinary shares.

3. Voice Future Ltd is 5% owned by VOICE WORLD Ltd, an entity controlled by Mr. Jinnan Lai, and 95% owned by Voice Home Ltd. The entire interest of Voice Home Ltd is held by TMF (Cayman) Ltd. as trustee for a trust established by Mr. Jinnan Lai as settlor for the benefit of beneficiaries designated by Mr. Jinnan Lai.

	/s/ Jinnan (Marco) Lai	04/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)