STOCK TITAN

51Talk (COE) CEO adds 263,940 shares through pre-set 10b5-1 plan

Filing Impact
(Very High)
Filing Sentiment
(Positive)
Form Type
4

Rhea-AI Filing Summary

51Talk Online Education Group chief executive Jack Jiajia Huang reported a series of open-market purchases of Class A ordinary shares executed between June 16 and June 22, 2026 through affiliated entities.

The transactions totaled 263,940 Class A ordinary shares, bought indirectly via HH Talent Limited under a previously adopted Rule 10b5-1 trading plan. Reported weighted average prices for the related American depositary shares were in the high teens per ADS, and each ADS represents sixty Class A ordinary shares.

Following these purchases, HH Talent Limited held 27,296,880 Class A ordinary shares, with additional indirect holdings reported through Dasheng Global Limited and the reporting person’s spouse, as well as 7,297,560 shares held directly as of June 16, 2026.

Positive

  • None.

Negative

  • None.
Insider Huang Jack Jiajia
Role Chief Executive Officer
Bought 263,940 shs ($4.55M)
Type Security Shares Price Value
Purchase Class A Ordinary Share, par value US$0.0001 58,140 $16.02 $931K
Purchase Class A Ordinary Share, par value US$0.0001 12,000 $15.86 $190K
Purchase Class A Ordinary Share, par value US$0.0001 4,380 $15.50 $68K
Purchase Class A Ordinary Share, par value US$0.0001 85,860 $17.50 $1.50M
Purchase Class A Ordinary Share, par value US$0.0001 6,000 $16.50 $99K
Purchase Class A Ordinary Share, par value US$0.0001 6,000 $16.50 $99K
Purchase Class A Ordinary Share, par value US$0.0001 39,960 $17.20 $687K
Purchase Class A Ordinary Share, par value US$0.0001 51,600 $18.89 $975K
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 — 27,280,500 shares (Indirect, By HH Talent Limited); Class A Ordinary Share, par value US$0.0001 — 7,297,560 shares (Direct, null)
Footnotes (1)
  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 $17.77 to $19.60 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 $16.16 to $17.99 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 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 $16.01 to $18.50 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). 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 at $16.50 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). 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 $15.39 to $16.41 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 at $15.86 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). 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.
Net insider purchases 263,940 Class A ordinary shares Open-market buys from June 16–22, 2026 via HH Talent Limited
HH Talent Limited holdings 27,296,880 Class A ordinary shares Indirect position following June 22, 2026 purchases
Direct holdings 7,297,560 Class A ordinary shares Shares held directly as of June 16, 2026
Dasheng Global Limited holdings 41,976,300 Class A ordinary shares Indirect holdings as of June 16, 2026
Spouse holdings 432,900 Class A ordinary shares Shares held by spouse as of June 16, 2026
ADS to share ratio 1 ADS = 60 Class A ordinary shares Structure of American depositary shares
ADS price range (one footnote) $17.77–$19.60 per ADS Weighted average pricing range for certain June 16, 2026 purchases
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..."
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.
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 directly held..."
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.
Section 16 regulatory
"this report should not be deemed an admission that the reporting person is the beneficial owner... 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.
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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)
ROOM 2010 - 2011, 20/F, TOWER 1
TIMES SQUARE

(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)
06/16/2026
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)06/16/2026P(2)51,600A$18.89(3)27,084,540IBy HH Talent Limited(4)
Class A Ordinary Share, par value US$0.0001(1)06/17/2026P(2)39,960A$17.2(5)27,124,500IBy HH Talent Limited(4)
Class A Ordinary Share, par value US$0.0001(1)06/18/2026P(2)85,860A$17.5(6)27,210,360IBy HH Talent Limited(4)
Class A Ordinary Share, par value US$0.0001(1)06/18/2026P(2)6,000A$16.5(7)27,216,360IBy HH Talent Limited(4)
Class A Ordinary Share, par value US$0.0001(1)06/18/2026P(2)6,000A$16.527,222,360IBy HH Talent Limited(4)
Class A Ordinary Share, par value US$0.0001(1)06/22/2026P(2)58,140A$16.02(8)27,280,500IBy HH Talent Limited(4)
Class A Ordinary Share, par value US$0.0001(1)06/22/2026P(2)12,000A$15.86(9)27,292,500IBy HH Talent Limited(4)
Class A Ordinary Share, par value US$0.0001(1)06/22/2026P(2)4,380A$15.527,296,880IBy 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)432,900IBy Spouse(10)
Class A Ordinary Share, par value US$0.0001(1)41,976,300IBy 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)
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 $17.77 to $19.60 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 $16.16 to $17.99 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).
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 $16.01 to $18.50 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).
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 at $16.50 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 $15.39 to $16.41 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 at $15.86 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).
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 Huang06/26/2026
** 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)

FAQ

What insider transactions did 51Talk (COE) report in this Form 4?

The filing reports a series of open-market purchases totaling 263,940 Class A ordinary shares. These shares were acquired indirectly through HH Talent Limited between June 16 and June 22, 2026, at weighted average ADS prices in the high teens per ADS.

Who made the insider purchases disclosed for 51Talk (COE)?

The transactions are attributed to Jack Jiajia Huang, 51Talk’s chief executive officer and a major shareholder. The shares were acquired indirectly through HH Talent Limited, an entity for which he is the sole director and deemed beneficial owner of its directly held shares.

How many 51Talk (COE) shares does HH Talent Limited hold after the purchases?

After the reported transactions, HH Talent Limited held 27,296,880 Class A ordinary shares. This figure reflects the updated indirect position attributed to Jack Jiajia Huang through HH Talent Limited as disclosed in the Form 4 filing.

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

Yes. A footnote states that the purchases were effected under a Rule 10b5-1 trading plan adopted on December 25, 2025. Such pre-arranged plans schedule trades in advance, reducing the significance of short-term market timing in these transactions.

What is the relationship between 51Talk (COE) ADS and Class A ordinary shares?

The filing explains that 51Talk’s Class A ordinary shares are held in the form of American depositary shares (ADS). Each ADS represents sixty Class A ordinary shares, providing investors with a U.S.-traded instrument linked to the underlying ordinary shares.

What other 51Talk (COE) holdings are reported for Jack Jiajia Huang?

Besides HH Talent Limited, the Form 4 reports indirect holdings via Dasheng Global Limited and shares held by his spouse, plus 7,297,560 Class A ordinary shares held directly as of June 16, 2026, reflecting multiple ownership channels.