What is the ADS to ordinary share ratio for COE in this filing?

The filing states that 51Talk’s Class A ordinary shares are held in the form of American depositary shares, or ADS. Each ADS represents sixty Class A ordinary shares, so ADS trade prices and volumes correspond to underlying ordinary shares at this 60:1 ratio.

What other COE shareholdings related to Jack Jiajia Huang are disclosed?

The report shows 7,297,560 Class A ordinary shares held directly by Huang, and 41,838,800 shares held via Dasheng Global Limited and related entities. Additionally, 432,900 shares are held by his spouse, for which he disclaims beneficial ownership except for any pecuniary interest.

51Talk (NYSE: COE) CEO adds 146K shares via Rule 10b5-1 plan

Filing Impact

(Very High)

Filing Sentiment

(Positive)

Form Type

Rhea-AI Filing Summary

51Talk Online Education Group director and CEO Jack Jiajia Huang, through HH Talent Limited, reported open-market purchases of a total of 146,400 Class A ordinary shares on April 20–23, 2026. The trades were executed in ADS form at weighted average prices around the mid‑$20s per ADS, with daily ranges from $23.25 to $25.99 per ADS, under a pre‑arranged Rule 10b5-1 trading plan adopted on December 25, 2025.

Following these purchases, HH Talent Limited held 25,662,900 Class A ordinary shares indirectly for Huang. Additional indirect holdings are reported via Dasheng Global Limited and other family-related entities, and he also reports 7,297,560 shares held directly, while disclaiming beneficial ownership of 432,900 shares held by his spouse except for any pecuniary interest.

Insider Trade Summary 10b5-1

Net Buyer: 146,400 shares ($3,644,185)

Net Buy 7 txns

Insider Huang Jack Jiajia

Role Chief Executive Officer

Bought 146,400 shs ($3.64M)

Type	Security	Shares	Price	Value
Purchase	Class A Ordinary Share, par value US$0.0001	73,740	$25.71	$1.90M
Purchase	Class A Ordinary Share, par value US$0.0001	12,000	$23.90	$287K
Purchase	Class A Ordinary Share, par value US$0.0001	39,180	$24.37	$955K
Purchase	Class A Ordinary Share, par value US$0.0001	21,480	$23.59	$507K
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 — 25,662,900 shares (Indirect, By HH Talent Limited); Class A Ordinary Share, par value US$0.0001 — 7,297,560 shares (Direct, null)

Footnotes (1)

The Class A ordinary shares are held in the form of American depositary shares ("ADS"). Each ADS represents sixty Class A ordinary shares. These transactions were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person on December 25, 2025. 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 $23.25 to $23.81 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). 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. 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 $24.00 to $25.00 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). 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 $23.50 to $24.00 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). 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 $25.00 to $25.99 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). 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. 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 purchased: 146,400 Class A ordinary shares Price per ADS on Apr 20: $23.59 per ADS Price per ADS on Apr 21: $24.37 per ADS +5 more

8 metrics

Net shares purchased 146,400 Class A ordinary shares Open-market purchases on April 20–23, 2026 by HH Talent Limited

Price per ADS on Apr 20 $23.59 per ADS Weighted average price for purchases on April 20, 2026

Price per ADS on Apr 21 $24.37 per ADS Weighted average price for purchases on April 21, 2026

Price per ADS on Apr 22 $23.90 per ADS Weighted average price for purchases on April 22, 2026

Price per ADS on Apr 23 $25.71 per ADS Weighted average price for purchases on April 23, 2026

HH Talent post-transaction holdings 25,662,900 Class A ordinary shares Indirectly held after April 23, 2026 purchases

Direct holdings 7,297,560 Class A ordinary shares Shares held directly by Jack Jiajia Huang as of April 20, 2026

Dasheng Global holdings 41,838,800 Class A ordinary shares Indirect holdings via Dasheng Global Limited and related entities

Key Terms

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

5 terms

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.

Rule 10b5-1 trading plan regulatory

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

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.

beneficial owner regulatory

"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

"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."

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.

Form 4 Insider Transactions: What Each Field Means →

04/27/2026 - 08:16 AM

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^*

Huang Jack Jiajia

(Last)

(First)

(Middle)

(Street)

SINGAPORE

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)
04/20/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Ordinary Share, par value US$0.0001⁽¹⁾	04/20/2026		P⁽²⁾		21,480	A	$23.59⁽³⁾	25,537,980	I	By HH Talent Limited⁽⁴⁾
Class A Ordinary Share, par value US$0.0001⁽¹⁾	04/21/2026		P⁽²⁾		39,180	A	$24.37⁽⁵⁾	25,577,160	I	By HH Talent Limited⁽⁴⁾
Class A Ordinary Share, par value US$0.0001⁽¹⁾	04/22/2026		P⁽²⁾		12,000	A	$23.9⁽⁶⁾	25,589,160	I	By HH Talent Limited⁽⁴⁾
Class A Ordinary Share, par value US$0.0001⁽¹⁾	04/23/2026		P⁽²⁾		73,740	A	$25.71⁽⁷⁾	25,662,900	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⁽⁸⁾
Class A Ordinary Share, par value US$0.0001⁽¹⁾								41,838,800	I	By Dasheng Global Limited⁽⁹⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 $23.25 to $23.81 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 $24.00 to $25.00 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 $23.50 to $24.00 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 $25.00 to $25.99 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 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.

9. 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	04/27/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did COE’s Jack Jiajia Huang report on this Form 4?

Jack Jiajia Huang, CEO of 51Talk (COE), indirectly bought 146,400 Class A ordinary shares through HH Talent Limited. These were open‑market purchases executed as ADS at weighted average prices in the mid‑$20s per ADS across several days.

At what prices did HH Talent Limited buy COE American depositary shares?

The purchases were made at weighted average prices reported around $23.59, $23.90, $24.37, and $25.71 per ADS. Footnotes state actual trade ranges from $23.25 to $25.99 per ADS, reflecting multiple same‑day, same‑way open‑market transactions aggregated by the broker.

How many COE shares does HH Talent Limited hold after these transactions?

After the reported open‑market purchases, HH Talent Limited held 25,662,900 Class A ordinary shares of 51Talk. These shares are held in ADS form, with each ADS representing sixty Class A ordinary shares, and are deemed beneficially owned by Jack Jiajia Huang.

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

Yes. A footnote states the transactions were effected under a Rule 10b5‑1 trading plan adopted on December 25, 2025. Such plans pre‑schedule trades, indicating these purchases were arranged in advance rather than timed discretionarily around short‑term market moves.