STOCK TITAN

51Talk Online Education Group (NYSE: COE) CEO buys 622140 shares via plan

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Form Type
4

Rhea-AI Filing Summary

51Talk Online Education Group Chief Executive Officer Jack Jiajia Huang, a director and more than 10% shareholder, reported indirect open-market purchases of 622140 Class A ordinary shares between 2026-07-14 and 2026-07-20. The trades, executed via HH Talent Limited and held as ADS, were made pursuant to a pre-established Rule 10b5-1 trading plan adopted on 2025-12-25, with reported weighted average ADS prices including $17.2300, $16.9300, $16.6000, $16.5600 and $16.6800. Reported holdings also include 7297560 shares held directly, 493620 shares held by his spouse (with beneficial ownership disclaimed except for any pecuniary interest) and 42251300 shares held indirectly through Dasheng Global Limited and related trust structures.

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Insider Huang Jack Jiajia
Role Chief Executive Officer
Bought 622,140 shs ($10.49M)
Type Security Shares Price Value
Purchase Class A Ordinary Share, par value US$0.0001 F1, F2, F8, F4 112,500 $16.68 $1.88M
Purchase Class A Ordinary Share, par value US$0.0001 F1, F2, F7, F4 83,460 $16.56 $1.38M
Purchase Class A Ordinary Share, par value US$0.0001 F1, F2, F6, F4 111,840 $16.60 $1.86M
Purchase Class A Ordinary Share, par value US$0.0001 F1, F2, F5, F4 135,540 $16.93 $2.29M
Purchase Class A Ordinary Share, par value US$0.0001 F1, F2, F3, F4 178,800 $17.23 $3.08M
holding Class A Ordinary Share, par value US$0.0001 F1 -- -- --
holding Class A Ordinary Share, par value US$0.0001 F1, F9 -- -- --
holding Class A Ordinary Share, par value US$0.0001 F1, F10 -- -- --
Holdings After Transaction: Class A Ordinary Share, par value US$0.0001 — 31,484,940 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 — 493,620 shares (Indirect, By Spouse); Class A Ordinary Share, par value US$0.0001 — 42,251,300 shares (Indirect, By Dasheng Global Limited)
Footnotes (10)
  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 $16.65 to $17.56 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 $16.41 to $17.50 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).
  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 $16.43 to $16.76 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 $16.14 to $17.13 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 $16.36 to $16.86 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 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.
  10. F10. 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.
Total shares purchased 622140 shares Net open-market purchases reported between 2026-07-14 and 2026-07-20
Purchase 2026-07-14 178800 shares at $17.2300 Indirectly acquired via HH Talent Limited at weighted average ADS price
Purchase 2026-07-15 135540 shares at $16.9300 Indirect open-market purchase under Rule 10b5-1 trading plan
Purchase 2026-07-16 111840 shares at $16.6000 Weighted average ADS price for same-day open-market trades
Direct holdings 7297560 shares Class A ordinary shares reported as held directly as of 2026-07-14
Spouse holdings 493620 shares Indirect holdings by spouse; beneficial ownership disclaimed except for pecuniary interest
Dasheng Global holdings 42251300 shares Indirect holdings through Dasheng Global Limited and related trust structure
Rule 10b5-1 trading plan regulatory
"These transactions were effected pursuant to a Rule 10b5-1 trading plan"
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 ("ADS") financial
"The Class A ordinary shares are held in the form of American depositary shares ("ADS")"
American depositary shares are U.S.-listed certificates issued by a bank that represent ownership in shares of a foreign company, trading on American exchanges in dollars. Think of them as voucher tickets that let U.S. investors buy and sell foreign stock without handling foreign exchanges, currencies, or settlement rules directly. They matter because they make cross-border investing simpler and can affect liquidity, dividend payments and currency exposure for investors.
weighted average price financial
"The price reported in Column 4 is a weighted average price of ADS"
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
beneficial owner regulatory
"The reporting person is deemed to be the beneficial owner of the shares"
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
"disclaims beneficial ownership of the shares held by his spouse except to the extent of his pecuniary interest"
trustee financial
"for which TMF (Cayman) Ltd. acts as the trustee (the "Trustee")"
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.

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FAQ

What insider buying in COE did Jack Jiajia Huang report?

Jack Jiajia Huang reported 622140 Class A ordinary shares purchased indirectly between 2026-07-14 and 2026-07-20. The open-market transactions were executed via HH Talent Limited and are held as ADS representing Class A ordinary shares of 51Talk Online Education Group (COE).

Were the recent COE insider purchases made under a Rule 10b5-1 plan?

Yes. The filing states the transactions were effected under a Rule 10b5-1 trading plan. The plan was previously adopted by Jack Jiajia Huang on 2025-12-25, indicating these purchases followed a pre-arranged schedule rather than being discretionary trades.

How many COE shares does Jack Jiajia Huang hold directly and indirectly?

Reported holdings include 7297560 shares held directly, 493620 shares held by his spouse, and 42251300 shares held indirectly through Dasheng Global Limited. Beneficial ownership of spouse-held shares is disclaimed except for any pecuniary interest, as noted in the disclosure.

At what prices were the COE insider purchases executed?

The reported purchases used weighted average ADS prices such as $17.2300, $16.9300, $16.6000, $16.5600 and $16.6800. Footnotes explain these averages reflect multiple same-day open-market trades within specified price ranges for each transaction date.

Through which entities were COE shares acquired in these insider trades?

All reported purchases were made by HH Talent Limited, a British Virgin Islands company. HH Talent Limited is wholly beneficially owned through HH Talent Holdings Limited and HH Talent Trust, for which a trustee acts, and Jack Jiajia Huang is deemed the beneficial owner of its directly held shares.

What indirect COE holdings are reported through Dasheng Global Limited?

The filing lists 42251300 Class A ordinary shares held indirectly through Dasheng Global Limited. That BVI company is wholly owned via Dasheng International Holdings Limited and TB Family Trust, with the reporting person, his spouse, and family members deemed beneficial owners of shares held by Dasheng Global Limited and Dasheng Online Limited.
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).
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)
6 SHENTON WAY, #38-01 OUE DOWNTOWN

(Street)
SINGAPOREU0068809

(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)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/14/2026
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)07/14/2026P(2)178,800A$17.23(3)31,041,600IBy HH Talent Limited(4)
Class A Ordinary Share, par value US$0.0001(1)07/15/2026P(2)135,540A$16.93(5)31,177,140IBy HH Talent Limited(4)
Class A Ordinary Share, par value US$0.0001(1)07/16/2026P(2)111,840A$16.6(6)31,288,980IBy HH Talent Limited(4)
Class A Ordinary Share, par value US$0.0001(1)07/17/2026P(2)83,460A$16.56(7)31,372,440IBy HH Talent Limited(4)
Class A Ordinary Share, par value US$0.0001(1)07/20/2026P(2)112,500A$16.68(8)31,484,940IBy HH Talent Limited(4)
Class A Ordinary Share, par value US$0.0001(1)7,297,560D
Class A Ordinary Share, par value US$0.0001(1)493,620IBy Spouse(9)
Class A Ordinary Share, par value US$0.0001(1)42,251,300IBy Dasheng Global Limited(10)
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
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 $16.65 to $17.56 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 $16.41 to $17.50 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).
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 $16.43 to $16.76 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 $16.14 to $17.13 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 $16.36 to $16.86 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 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.
10. 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.
Remarks:
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.
/s/ Jack Jiajia Huang07/23/2026
** 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)