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  4. [Form 4] 51Talk Online Education Group Insider Trading Activity

51Talk (NYSE: COE) director now holds 1.40M shares after RSU vest

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

51Talk Online Education Group director Wu Xiaoguang exercised 45,911 Restricted Share Units (RSUs) into the same number of Class A ordinary shares on July 1, 2026. These RSUs were part of a 91,818-unit grant made on July 1, 2024, vesting in two tranches. After this vesting, no shares remain subject to future vesting under this grant, and Wu now directly holds 1,404,198 Class A ordinary shares, which are held in the form of American depositary shares where each ADS represents sixty Class A ordinary shares.

Positive

  • None.

Negative

  • None.
Insider Wu Xiaoguang
Role null
Type Security Shares Price Value
Exercise Restricted Share Units (RSUs) 45,911 $0.00 --
Exercise Class A Ordinary Share, par value US$0.0001 45,911 $0.00 --
Holdings After Transaction: Restricted Share Units (RSUs) — 0 shares (Direct, null); Class A Ordinary Share, par value US$0.0001 — 1,404,198 shares (Direct, null)
Footnotes (1)
  1. The Class A ordinary shares are held in the form of American depositary shares. Each American depositary share represents sixty Class A ordinary shares. Represents RSUs granted to the reporting person pursuant to the issuer's share incentive plans. Each RSU represents the contingent right to receive one (1) class A ordinary share of issuer upon vesting. The RSUs were vested on July 1, 2026. The reporting person was granted 91,818 RSUs on July 1, 2024, subject to vesting schedule in two installments of 45,907 on April 1, 2026 and 45,911 July 1, 2026. This Form 4 reports the vesting on June 30, 2026 of the remaining 45,911 RSUs under the grant. Following the vesting reported herein, no Class A ordinary shares remain subject to future vesting under this grant.
RSUs exercised 45,911 units Converted into Class A ordinary shares on July 1, 2026
Shares held after transaction 1,404,198 Class A ordinary shares Direct ownership following RSU conversion
Original RSU grant size 91,818 RSUs Granted on July 1, 2024 under share incentive plan
First vesting tranche 45,907 RSUs Vested on April 1, 2026
Second vesting tranche 45,911 RSUs Vested on July 1, 2026 and reported in this filing
ADS-to-share ratio 1 ADS : 60 Class A shares Each American depositary share represents sixty Class A ordinary shares
RSU expiration date July 1, 2034 Expiration date for the RSUs noted in derivative details
American depositary shares financial
"The Class A ordinary shares are held in the form of American depositary 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.
Restricted Share Units (RSUs) financial
"Represents RSUs granted to the reporting person pursuant to the issuer's share incentive plans."
Restricted share units (RSUs) are a form of employee pay where a company promises to give shares (or their cash value) to workers after certain conditions, usually time or performance, are met. For investors, RSUs matter because they can increase the number of shares outstanding and signal how management is being paid and incentivized—think of them as delayed bonuses that convert into ownership when vesting conditions are satisfied.
share incentive plans financial
"Represents RSUs granted to the reporting person pursuant to the issuer's share incentive plans."
vesting financial
"The RSUs were vested on July 1, 2026."
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Wu Xiaoguang
(Last)(First)(Middle)
100 CYBERPORT ROAD, POKFULAM
(Street)
HONG KONGK300000
(City)(State)(Zip)
HONG KONG
(Country)		2. Issuer Name and Ticker or Trading Symbol
51Talk Online Education Group [ COE ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Ordinary Share, par value US$0.0001(1)07/01/2026M45,911A$01,404,198D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Share Units (RSUs)(2)07/01/2026M45,911 (3)07/01/2034Class A Ordinary Share, par value US$0.000145,911$00(4)D
Explanation of Responses:
1. The Class A ordinary shares are held in the form of American depositary shares. Each American depositary share represents sixty Class A ordinary shares.
2. Represents RSUs granted to the reporting person pursuant to the issuer's share incentive plans. Each RSU represents the contingent right to receive one (1) class A ordinary share of issuer upon vesting.
3. The RSUs were vested on July 1, 2026.
4. The reporting person was granted 91,818 RSUs on July 1, 2024, subject to vesting schedule in two installments of 45,907 on April 1, 2026 and 45,911 July 1, 2026. This Form 4 reports the vesting on June 30, 2026 of the remaining 45,911 RSUs under the grant. Following the vesting reported herein, no Class A ordinary shares remain subject to future vesting under this grant.
/s/ Xiaoguang Wu07/02/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What did 51Talk (COE) director Wu Xiaoguang report in this Form 4?

Wu Xiaoguang reported exercising 45,911 RSUs into Class A shares. The RSUs, granted under 51Talk’s share incentive plan, vested on July 1, 2026, increasing Wu’s direct holdings to 1,404,198 Class A ordinary shares.

How many 51Talk (COE) RSUs were originally granted to Wu Xiaoguang?

Wu received a grant of 91,818 RSUs on July 1, 2024. The award vested in two installments: 45,907 RSUs on April 1, 2026 and 45,911 RSUs on July 1, 2026, with this Form 4 covering the final vesting portion.

How many 51Talk (COE) shares does Wu Xiaoguang hold after this transaction?

After the RSU vesting, Wu holds 1,404,198 Class A ordinary shares. All of these are reported as directly owned following the conversion of 45,911 RSUs into Class A ordinary shares on July 1, 2026.

What type of transaction is reported for 51Talk (COE) in this Form 4?

The filing reports a derivative exercise of RSUs into common shares. Code “M” indicates exercise or conversion of a derivative security, here representing RSUs converting into 45,911 Class A ordinary shares, rather than an open-market purchase or sale.

Are 51Talk (COE) American depositary shares involved in this Form 4?

The filing notes that Class A shares are held in ADS form. Each American depositary share represents sixty Class A ordinary shares, providing context for how Wu’s 1,404,198 Class A shares are represented in the U.S. market.

Does Wu Xiaoguang have remaining RSUs from this 51Talk (COE) grant?

No RSUs remain from the July 1, 2024 grant after this vesting. The footnotes state that following the vesting of 45,911 RSUs reported here, no Class A ordinary shares remain subject to future vesting under this specific grant.