51Talk CEO adds 165,240 shares under trading plan

51Talk Online Education Group director and CEO Jack Jiajia Huang, through HH Talent Limited, made a series of open-market purchases of Class A ordinary shares held as ADS.

Rhea-AI Filing Summary

51Talk Online Education Group director and CEO Jack Jiajia Huang, through HH Talent Limited, made a series of open-market purchases of Class A ordinary shares held as ADS. Between May 29 and June 5, HH Talent Limited bought a total of 165,240 shares in multiple transactions at weighted average prices reported between $22.74 and $25.74 per ADS, pursuant to a previously adopted Rule 10b5-1 trading plan.

Following these purchases, HH Talent Limited is shown holding 26,816,640 shares indirectly. Additional holdings disclosed include 41,976,300 shares held by Dasheng Global Limited, 432,900 shares held by the reporting person’s spouse (with beneficial ownership disclaimed except for any pecuniary interest), and 7,297,560 shares held directly.

Insider Trade Summary 10b5-1

Net Buyer: 165,240 shares

Net Buy 9 txns

Insider Huang Jack Jiajia

Role Chief Executive Officer

Bought 165,240 shs ($4.13M)

Type	Security	Shares	Price	Value
Purchase	Class A Ordinary Share, par value US$0.0001	14,700	$22.74	$334K
Purchase	Class A Ordinary Share, par value US$0.0001	15,420	$23.59	$364K
Purchase	Class A Ordinary Share, par value US$0.0001	8,880	$24.61	$219K
Purchase	Class A Ordinary Share, par value US$0.0001	56,700	$25.23	$1.43M
Purchase	Class A Ordinary Share, par value US$0.0001	48,300	$25.57	$1.24M
Purchase	Class A Ordinary Share, par value US$0.0001	21,240	$25.74	$547K
holding	Class A Ordinary Share, par value US$0.0001	--	--	--
holding	Class A Ordinary Share, par value US$0.0001	--	--	--
holding	Class A Ordinary Share, par value US$0.0001	--	--	--

Holdings After Transaction: Class A Ordinary Share, par value US$0.0001 — 26,816,640 shares (Indirect, By HH Talent Limited); Class A Ordinary Share, par value US$0.0001 — 7,297,560 shares (Direct); Class A Ordinary Share, par value US$0.0001 — 432,900 shares (Indirect, By Spouse); Class A Ordinary Share, par value US$0.0001 — 41,976,300 shares (Indirect, By Dasheng Global Limited)

Footnotes (11)

1. F1. The Class A ordinary shares are held in the form of American depositary shares ("ADS"). Each ADS represents sixty Class A ordinary shares.
2. F2. These transactions were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person on December 25, 2025.
3. F3. The price reported in Column 4 is a weighted average price of ADS. The reporting person executed a trade order through a broker-dealer which resulted in multiple same-day, same-way open market purchases, with prices ranging from $25.33 to $25.89 per ADS. The reporting person has reported these purchases on an aggregate basis using the weighted average price, rounded to the nearest cent, for the transactions. The reporting person undertakes to provide, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of ADS purchased at each price. All of these ADS were purchased by HH Talent Limited (as defined below).
4. F4. HH Talent Limited is a British Virgin Islands company. The reporting person is the sole director of HH Talent Limited. HH Talent Limited is wholly beneficially owned by HH Talent Holdings Limited, which is in turn wholly owned by HH Talent Trust, for which TMF (Cayman) Ltd. acts as the trustee (the "Trustee"). S.B. Vanwall Ltd., appointed by the Trustee, is the sole director of HH Talent Holdings Limited. The settlor of HH Talent Trust is the reporting person. The reporting person is deemed to be the beneficial owner of the shares directly held by HH Talent Limited.
5. F5. The price reported in Column 4 is a weighted average price of ADS. The reporting person executed a trade order through a broker-dealer which resulted in multiple same-day, same-way open market purchases, with prices ranging from $25.39 to $26.02 per ADS. The reporting person has reported these purchases on an aggregate basis using the weighted average price, rounded to the nearest cent, for the transactions. The reporting person undertakes to provide, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of ADS purchased at each price. All of these ADS were purchased by HH Talent Limited (as defined above).
6. F6. The price reported in Column 4 is a weighted average price of ADS. The reporting person executed a trade order through a broker-dealer which resulted in multiple same-day, same-way open market purchases, with prices ranging from $24.01 to $27.01 per ADS. The reporting person has reported these purchases on an aggregate basis using the weighted average price, rounded to the nearest cent, for the transactions. The reporting person undertakes to provide, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of ADS purchased at each price. All of these ADS were purchased by HH Talent Limited (as defined above).
7. F7. The price reported in Column 4 is a weighted average price of ADS. The reporting person executed a trade order through a broker-dealer which resulted in multiple same-day, same-way open market purchases, with prices ranging from $23.54 to $25.50 per ADS. The reporting person has reported these purchases on an aggregate basis using the weighted average price, rounded to the nearest cent, for the transactions. The reporting person undertakes to provide, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of ADS purchased at each price. All of these ADS were purchased by HH Talent Limited (as defined above).
8. F8. The price reported in Column 4 is a weighted average price of ADS. The reporting person executed a trade order through a broker-dealer which resulted in multiple same-day, same-way open market purchases, with prices ranging from $23.15 to $24.29 per ADS. The reporting person has reported these purchases on an aggregate basis using the weighted average price, rounded to the nearest cent, for the transactions. The reporting person undertakes to provide, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of ADS purchased at each price. All of these ADS were purchased by HH Talent Limited (as defined above).
9. F9. The price reported in Column 4 is a weighted average price of ADS. The reporting person executed a trade order through a broker-dealer which resulted in multiple same-day, same-way open market purchases, with prices ranging from $22.29 to $23.68 per ADS. The reporting person has reported these purchases on an aggregate basis using the weighted average price, rounded to the nearest cent, for the transactions. The reporting person undertakes to provide, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of ADS purchased at each price. All of these ADS were purchased by HH Talent Limited (as defined above).
10. F10. The reporting person disclaims beneficial ownership of the shares held by his spouse except to the extent of his pecuniary interest, if any, and this report should not be deemed an admission that the reporting person is the beneficial owner of the shares held by his spouse for purposes of Section 16 or for any other purpose.
11. F11. Each of Dasheng Global Limited and Dasheng Online Limited is a British Virgin Islands company. The reporting person is the sole director of Dasheng Global Limited, and Ms. Ting Shu, who is the spouse of the reporting person, is the sole director of Dasheng Online Limited. Each of Dasheng Global Limited and Dasheng Online Limited is wholly beneficially owned by Dasheng International Holdings Limited, which is in turn wholly owned by TB Family Trust, for which TMF (Cayman) Ltd. acts as the trustee (the "Trustee"). S.B. Vanwall Ltd., appointed by the Trustee, is the sole director of Dasheng International Holdings Limited. The settlors of TB Family Trust are reporting person and Ms. Ting Shu. The reporting person, Ms. Ting Shu and their family members are deemed to be beneficial owners of the shares directly held by Dasheng Global Limited and Dasheng Online Limited.

Key Figures

Net shares bought: 165,240 shares Purchase price (June 5): $22.74 per ADS Purchase price (May 29): $25.74 per ADS +5 more

8 metrics

Net shares bought 165,240 shares Total open-market purchases between May 29 and June 5, 2026

Purchase price (June 5) $22.74 per ADS Weighted average price for 14,700-share buy on June 5, 2026

Purchase price (May 29) $25.74 per ADS Weighted average price for 21,240-share buy on May 29, 2026

HH Talent Limited holdings 26,816,640 shares Indirect holdings after June 5, 2026 transaction

Dasheng Global Limited holdings 41,976,300 shares Indirect holdings disclosed as of May 29, 2026

Direct holdings 7,297,560 shares Shares held directly by the reporting person as of May 29, 2026

Spouse holdings 432,900 shares Shares held by spouse; beneficial ownership largely disclaimed

ADS to ordinary share ratio 1 ADS = 60 Class A shares Structure of American depositary shares for 51Talk

Key Terms

Rule 10b5-1 trading plan, American depositary shares, beneficial owner, pecuniary interest, +1 more

5 terms

Rule 10b5-1 trading plan financial

"These transactions were effected pursuant to a Rule 10b5-1 trading plan previously adopted..."

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

American depositary shares financial

"The Class A ordinary shares are held in the form of American depositary shares ("ADS")."

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.

beneficial owner financial

"The reporting person is deemed to be the beneficial owner of the shares directly held by HH Talent Limited."

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

pecuniary interest financial

"The reporting person disclaims beneficial ownership of the shares held by his spouse except to the extent of his pecuniary interest..."

Section 16 regulatory

"…not be deemed an admission that the reporting person is the beneficial owner of the shares held by his spouse for purposes of Section 16…"

Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.

FAQ

What insider transactions did 51Talk (COE) report for Jack Jiajia Huang?

51Talk reported that CEO and director Jack Jiajia Huang, via HH Talent Limited, executed open-market purchases totaling 165,240 shares between May 29 and June 5, 2026. These transactions involved Class A ordinary shares held as ADS in multiple same-day trades.

At what prices did HH Talent Limited buy 51Talk (COE) shares?

The filing shows weighted average purchase prices ranging from $22.74 to $25.74 per ADS. Footnotes explain these averages reflect multiple same-day open-market trades within narrower price ranges, all reported on an aggregate basis for each transaction date.

How many 51Talk (COE) shares does HH Talent Limited hold after these trades?

After the reported purchases, HH Talent Limited is shown holding 26,816,640 shares indirectly. This figure reflects its position in Class A ordinary shares, represented by ADS, following the final transaction disclosed in the Form 4 filing.

Were 51Talk (COE) insider purchases made under a Rule 10b5-1 plan?

Yes. A footnote states the transactions were effected pursuant to a Rule 10b5-1 trading plan adopted on December 25, 2025. Such plans pre-schedule trades, indicating these purchases followed a predetermined framework rather than discretionary market timing.

What other 51Talk (COE) holdings related to Jack Jiajia Huang are disclosed?

The Form 4 discloses 41,976,300 shares held by Dasheng Global Limited, 432,900 shares held by the reporting person’s spouse, and 7,297,560 shares held directly. The reporting person disclaims beneficial ownership of the spouse’s shares except for any pecuniary interest.

How are 51Talk (COE) American depositary shares structured in this filing?

The filing states that the Class A ordinary shares are held in the form of American depositary shares, or ADS. Each ADS represents sixty Class A ordinary shares, providing U.S. investors exposure to the underlying equity through the depositary structure.

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Accepted by SEC EDGAR 06/10/2026 - 07:39 AM Learn about SEC filing dates

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).

X

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^*

Huang Jack Jiajia

(Last) (First) (Middle)

ROOM 2010 - 2011, 20/F, TOWER 1

TIMES SQUARE

(Street)

SINGAPORE U0 068809

(City) (State) (Zip)

SINGAPORE

(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)

X	Director	X	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)
05/29/2026

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
Class A Ordinary Share, par value US$0.0001(1)	05/29/2026		P(2)		21,240	A	$25.74(3)	26,672,640	I	By HH Talent Limited(4)
Class A Ordinary Share, par value US$0.0001(1)	06/01/2026		P(2)		48,300	A	$25.57(5)	26,720,940	I	By HH Talent Limited(4)
Class A Ordinary Share, par value US$0.0001(1)	06/02/2026		P(2)		56,700	A	$25.23(6)	26,777,640	I	By HH Talent Limited(4)
Class A Ordinary Share, par value US$0.0001(1)	06/03/2026		P(2)		8,880	A	$24.61(7)	26,786,520	I	By HH Talent Limited(4)
Class A Ordinary Share, par value US$0.0001(1)	06/04/2026		P(2)		15,420	A	$23.59(8)	26,801,940	I	By HH Talent Limited(4)
Class A Ordinary Share, par value US$0.0001(1)	06/05/2026		P(2)		14,700	A	$22.74(9)	26,816,640	I	By HH Talent Limited(4)
Class A Ordinary Share, par value US$0.0001(1)								7,297,560	D
Class A Ordinary Share, par value US$0.0001(1)								432,900	I	By Spouse(10)
Class A Ordinary Share, par value US$0.0001(1)								41,976,300	I	By Dasheng Global Limited(11)

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. The Class A ordinary shares are held in the form of American depositary shares ("ADS"). Each ADS represents sixty Class A ordinary shares.

2. These transactions were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person on December 25, 2025.

3. The price reported in Column 4 is a weighted average price of ADS. The reporting person executed a trade order through a broker-dealer which resulted in multiple same-day, same-way open market purchases, with prices ranging from $25.33 to $25.89 per ADS. The reporting person has reported these purchases on an aggregate basis using the weighted average price, rounded to the nearest cent, for the transactions. The reporting person undertakes to provide, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of ADS purchased at each price. All of these ADS were purchased by HH Talent Limited (as defined below).

4. HH Talent Limited is a British Virgin Islands company. The reporting person is the sole director of HH Talent Limited. HH Talent Limited is wholly beneficially owned by HH Talent Holdings Limited, which is in turn wholly owned by HH Talent Trust, for which TMF (Cayman) Ltd. acts as the trustee (the "Trustee"). S.B. Vanwall Ltd., appointed by the Trustee, is the sole director of HH Talent Holdings Limited. The settlor of HH Talent Trust is the reporting person. The reporting person is deemed to be the beneficial owner of the shares directly held by HH Talent Limited.

5. The price reported in Column 4 is a weighted average price of ADS. The reporting person executed a trade order through a broker-dealer which resulted in multiple same-day, same-way open market purchases, with prices ranging from $25.39 to $26.02 per ADS. The reporting person has reported these purchases on an aggregate basis using the weighted average price, rounded to the nearest cent, for the transactions. The reporting person undertakes to provide, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of ADS purchased at each price. All of these ADS were purchased by HH Talent Limited (as defined above).

6. The price reported in Column 4 is a weighted average price of ADS. The reporting person executed a trade order through a broker-dealer which resulted in multiple same-day, same-way open market purchases, with prices ranging from $24.01 to $27.01 per ADS. The reporting person has reported these purchases on an aggregate basis using the weighted average price, rounded to the nearest cent, for the transactions. The reporting person undertakes to provide, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of ADS purchased at each price. All of these ADS were purchased by HH Talent Limited (as defined above).

7. The price reported in Column 4 is a weighted average price of ADS. The reporting person executed a trade order through a broker-dealer which resulted in multiple same-day, same-way open market purchases, with prices ranging from $23.54 to $25.50 per ADS. The reporting person has reported these purchases on an aggregate basis using the weighted average price, rounded to the nearest cent, for the transactions. The reporting person undertakes to provide, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of ADS purchased at each price. All of these ADS were purchased by HH Talent Limited (as defined above).

8. The price reported in Column 4 is a weighted average price of ADS. The reporting person executed a trade order through a broker-dealer which resulted in multiple same-day, same-way open market purchases, with prices ranging from $23.15 to $24.29 per ADS. The reporting person has reported these purchases on an aggregate basis using the weighted average price, rounded to the nearest cent, for the transactions. The reporting person undertakes to provide, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of ADS purchased at each price. All of these ADS were purchased by HH Talent Limited (as defined above).

9. The price reported in Column 4 is a weighted average price of ADS. The reporting person executed a trade order through a broker-dealer which resulted in multiple same-day, same-way open market purchases, with prices ranging from $22.29 to $23.68 per ADS. The reporting person has reported these purchases on an aggregate basis using the weighted average price, rounded to the nearest cent, for the transactions. The reporting person undertakes to provide, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of ADS purchased at each price. All of these ADS were purchased by HH Talent Limited (as defined above).

10. The reporting person disclaims beneficial ownership of the shares held by his spouse except to the extent of his pecuniary interest, if any, and this report should not be deemed an admission that the reporting person is the beneficial owner of the shares held by his spouse for purposes of Section 16 or for any other purpose.

11. Each of Dasheng Global Limited and Dasheng Online Limited is a British Virgin Islands company. The reporting person is the sole director of Dasheng Global Limited, and Ms. Ting Shu, who is the spouse of the reporting person, is the sole director of Dasheng Online Limited. Each of Dasheng Global Limited and Dasheng Online Limited is wholly beneficially owned by Dasheng International Holdings Limited, which is in turn wholly owned by TB Family Trust, for which TMF (Cayman) Ltd. acts as the trustee (the "Trustee"). S.B. Vanwall Ltd., appointed by the Trustee, is the sole director of Dasheng International Holdings Limited. The settlors of TB Family Trust are reporting person and Ms. Ting Shu. The reporting person, Ms. Ting Shu and their family members are deemed to be beneficial owners of the shares directly held by Dasheng Global Limited and Dasheng Online Limited.

	/s/ Jack Jiajia Huang	06/10/2026
	** 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)