Sound Group (SOGP) director reports 7.0% stake via 214,613 ADSs

Rhea-AI Filing Summary

Sound Group Inc. reports a Schedule 13G disclosing a 7.0% beneficial stake held by John Benjamin Morris. Mr. Morris beneficially owns 214,613 ADSs, with each ADS representing 200 Class A ordinary shares, equal to 42,922,600 Class A ordinary shares. The filing states the ownership percentage is calculated using 611,614,150 Class A ordinary shares outstanding as of February 28, 2026, per the companys Annual Report on Form 20-F filed on April 30, 2026. Voting and dispositive powers are reported as sole powers over 42,922,600 shares.

Insights

Corporate Governance Counsel

Beneficial ownership disclosure shows a single shareholder at the 7.0% threshold with full voting and dispositive control.

The filing states 214,613 ADSs (each ADS = 200 Class A shares) representing 42,922,600 Class A ordinary shares, and reports sole voting and dispositive power for the reporting person. The ownership percentage is tied to an as of February 28, 2026 outstanding share base of 611,614,150.

Key dependencies include the companys reported share count in its Form 20-F filed April 30, 2026. Subsequent filings could change the percentage if the outstanding share count or holdings change.

Key Figures

ADS owned: 214,613 ADSs Underlying Class A shares: 42,922,600 shares Ownership percentage: 7.0% +2 more

5 metrics

ADS owned 214,613 ADSs reported by John Benjamin Morris

Underlying Class A shares 42,922,600 shares 214,613 ADSs x 200 Class A shares per ADS

Ownership percentage 7.0% calculated using 611,614,150 shares outstanding as of Feb 28, 2026

Shares outstanding (base) 611,614,150 shares as of <date>February 28, 2026</date>, per Annual Report on Form 20-F

CUSIP (ADS) 53933L203 ADS class identifier shown on cover

Key Terms

American Depositary Shares, Schedule 13G, Beneficial ownership

3 terms

American Depositary Shares financial

"Each ADS represents two hundred (200) Class A ordinary shares"

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

Schedule 13G regulatory

"Sound Group Inc. reports a Schedule 13G disclosing a 7.0% beneficial stake"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

Beneficial ownership regulatory

"Amount beneficially owned: See response to Item 9"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

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Available on EDGAR 07/06/2026 - 04:06 PM Accepted by SEC EDGAR 07/06/2026 - 04:05 PM Learn about SEC filing dates

FAQ

What stake does John Benjamin Morris report in Sound Group Inc. (SOGP)?

He reports beneficial ownership of 214,613 ADSs, equal to 42,922,600 Class A ordinary shares, representing 7.0% based on the disclosed outstanding share count.

How is each Sound Group ADS defined in this filing?

Each ADS represents 200 Class A ordinary shares of Sound Group Inc., with the ADS CUSIP shown as 53933L203 in the filing cover information.

What outstanding share base was used to calculate the 7.0% ownership?

The percentage is calculated using 611,614,150 Class A ordinary shares outstanding as of February 28, 2026, cited from the company's Annual Report on Form 20-F filed April 30, 2026.

Does the filing state voting and dispositive power for the reporting person?

Yes; the filing reports the reporting person has sole voting power and sole dispositive power over the reported 42,922,600 underlying Class A ordinary shares.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Sound Group Inc.

(Name of Issuer)

American depository shares, each ADS representing two hundred (200) Class A ordinary shares, par value $0.0001 per share

(Title of Class of Securities)

53933L203

(CUSIP Number)

04/30/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 53933L203

1

Names of Reporting Persons

John Benjamin Morris

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 42,922,600.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 42,922,600.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

42,922,600.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.0 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: The Reporting Person owns 214,613 American Depositary Shares ("ADSs") of Sound Group Inc. as of the date of this filing. Each ADS represents 200 Class A Ordinary Shares. The ownership percentage of the Reporting Person is calculated based on a total of 611,614,150 Class A Ordinary Shares (excluding 841,050 Class A Ordinary Shares held by Kastle Limited) outstanding as of February 28, 2026, as reported in the Company's Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 30, 2026. The CUSIP number set forth above is for the ADSs only.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Sound Group Inc.
(b)	Address of issuer's principal executive offices: 108 Robinson Road, #09-01 Singapore, U0, 068900
Item 2.
(a)	Name of person filing: John Benjamin Morris
(b)	Address or principal business office or, if none, residence: 3110 NW 75th St, Seattle, WA 98117
(c)	Citizenship: United States
(d)	Title of class of securities: American depository shares, each ADS representing two hundred (200) Class A ordinary shares, par value $0.0001 per share
(e)	CUSIP Number(s): 53933L203
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: See response to Item 9 on the attached cover pages.
(b)	Percent of class: See response to Item 11 on the attached cover pages.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See response to Item 5 on the attached cover pages.
	(ii) Shared power to vote or to direct the vote: See response to Item 6 on the attached cover pages.
	(iii) Sole power to dispose or to direct the disposition of: See response to Item 7 on the attached cover pages.
	(iv) Shared power to dispose or to direct the disposition of: See response to Item 8 on the attached cover pages.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

John Benjamin Morris

Signature:	/s/ John Benjamin Morris
Name/Title:	John Benjamin Morris
Date:	07/06/2026