STOCK TITAN

51Talk CEO buys 151,620 and 35,400 shares

51Talk Online Education Group (COE) reported that Chief Executive Officer and director Jack Jiajia Huang, a more-than-10% beneficial owner, conducted several indirect equity transactions.

(Very High)
(Positive)
Form Type
4

Rhea-AI Filing Summary

51Talk Online Education Group (COE) reported that Chief Executive Officer and director Jack Jiajia Huang, a more-than-10% beneficial owner, conducted several indirect equity transactions. On April 10, 2026, an entity he controls, HH Talent Limited, purchased 151,620 Class A ordinary shares held as ADS at a weighted average price of $21.07 per ADS pursuant to a Rule 10b5-1 trading plan. On August 13, 2026, HH Talent Limited made additional open-market purchases of 35,400 shares at a weighted average price of $20.83 per ADS, also under that plan. On August 18, 2026, 137,500 RSUs granted to Huang vested and were settled into the same number of Class A ordinary shares indirectly held through Dasheng Global Limited, leaving 825,000 Class A ordinary shares subject to future vesting from the original 1,100,000-RSU grant. Following this vesting, Dasheng Global Limited held 42,388,800 Class A ordinary shares indirectly for his benefit, in addition to previously reported direct and spousal holdings.

Positive

  • None.

Negative

  • None.

Insights

Analyzing...

Insider Huang Jack Jiajia
Role Chief Executive Officer
Bought 187,020 shs ($3.93M)
Type Security Shares Price Value
Exercise Restricted Share Units (RSUs) F8, F9, F10, F2 137,500 $0.00 $0.00
Exercise Class A Ordinary Share, par value US$0.0001 F1, F2 137,500 $0.00 $0.00
Purchase Class A Ordinary Share, par value US$0.0001 F1, F3, F6, F5 35,400 $20.83 $737K
Purchase Class A Ordinary Share, par value US$0.0001 F1, F3, F4, F5 151,620 $21.07 $3.19M
holding Class A Ordinary Share, par value US$0.0001 F1 -- -- --
holding Class A Ordinary Share, par value US$0.0001 F1, F7 -- -- --
Holdings After Transaction: Restricted Share Units (RSUs) — 825,000 contracts (Indirect, By Dasheng Global Limited); Class A Ordinary Share, par value US$0.0001 — 42,388,800 shares (Indirect, By Dasheng Global Limited); Class A Ordinary Share, par value US$0.0001 — 35,615,160 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)
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. 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.
  3. F3. These transactions were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person on December 25, 2025.
  4. F4. 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 $20.00 to $21.75 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).
  5. F5. 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.
  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 $20.26 to $21.24 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.
  7. F7. 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.
  8. F8. Represents restricted share units ("RSUs") granted to the reporting person pursuant to the issuer's share incentive plans. Each RSU represents the contingent right to receive one (1) Class A ordinary share of the issuer upon vesting.
  9. F9. The RSUs vested on August 18, 2026.
  10. F10. The reporting person was granted 1,100,000 RSUs on February 18, 2025, subject to a vesting schedule of eight equal quarterly installments commencing May 18, 2026. Following the vesting reported herein, 825,000 Class A ordinary shares remain subject to future vesting under this grant. The RSUs are held indirectly by the reporting person through Dasheng Global Limited.
Open-market purchase on April 10, 2026 151,620 Class A ordinary shares at $21.07 per ADS Indirect purchase by HH Talent Limited under a Rule 10b5-1 trading plan
Open-market purchase on August 13, 2026 35,400 Class A ordinary shares at $20.83 per ADS Indirect purchase by HH Talent Limited under the same Rule 10b5-1 plan
RSUs vested on August 18, 2026 137,500 RSUs Converted into 137,500 Class A ordinary shares indirectly held by Dasheng Global Limited
Original RSU grant 1,100,000 RSUs Granted on February 18, 2025 in eight equal quarterly installments commencing May 18, 2026
Unvested RSUs remaining after this vesting 825,000 Class A ordinary shares Remain subject to future vesting under the February 18, 2025 RSU grant
Indirect Class A share holdings after RSU settlement 42,388,800 Class A ordinary shares Indirectly held through Dasheng Global Limited following the August 18, 2026 RSU vesting
Direct Class A share holdings 7,297,560 Class A ordinary shares Directly held by the reporting person as of April 10, 2026
Spousal indirect holdings 493,620 Class A ordinary shares Held by spouse; beneficial ownership disclaimed except for any pecuniary interest
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.
Restricted share units ("RSUs") financial
"Represents restricted share units ("RSUs") granted to the reporting person"
pecuniary interest financial
"disclaims beneficial ownership of the shares held by his spouse except to the extent of his pecuniary interest"
beneficial owner financial
"The reporting person, Ms. Ting Shu and their family members are deemed to be beneficial owners"
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.

FAQ

What insider transactions did COE CEO Jack Jiajia Huang report in this Form 4?

He reported indirect open-market purchases of 151,620 and 35,400 Class A ordinary shares (held as ADS) on April 10 and August 13, 2026, plus the vesting and settlement of 137,500 RSUs into an equal number of Class A ordinary shares on August 18, 2026.

How many COE RSUs vested for Jack Jiajia Huang on August 18, 2026?

On August 18, 2026, 137,500 RSUs vested for Jack Jiajia Huang, converting into 137,500 Class A ordinary shares indirectly held through Dasheng Global Limited as part of a larger 1,100,000-RSU grant awarded on February 18, 2025.

What portion of Jack Jiajia Huang’s COE RSU grant remains unvested?

From the 1,100,000 RSUs granted on February 18, 2025, and vesting in eight equal quarterly installments starting May 18, 2026, 825,000 Class A ordinary shares remain subject to future vesting after the 137,500 units reported as vested here.

How many COE Class A shares does Dasheng Global Limited hold after the RSU vesting?

After the August 18, 2026 RSU vesting and settlement, Dasheng Global Limited, an entity associated with Jack Jiajia Huang, held 42,388,800 Class A ordinary shares of 51Talk Online Education Group indirectly for his benefit.

Were COE CEO Jack Jiajia Huang’s reported share purchases made under a Rule 10b5-1 plan?

Yes. The filing states that the April 10 and August 13, 2026 open-market purchases were effected under a Rule 10b5-1 trading plan that Huang previously adopted on December 25, 2025, and the plan status box for Rule 10b5-1 is checked.

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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)
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)
04/10/2026
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)08/18/2026M137,500A$042,388,800IBy Dasheng Global Limited(2)
Class A Ordinary Share, par value US$0.0001(1)04/10/2026P(3)151,620A$21.07(4)35,579,760IBy HH Talent Limited(5)
Class A Ordinary Share, par value US$0.0001(1)08/13/2026P(3)35,400A$20.83(6)35,615,160IBy HH Talent Limited(5)
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(7)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Share Units (RSUs)(8)08/18/2026M137,500 (9)02/18/2035Class A Ordinary Share, par value US$0.0001137,500$0825,000(10)IBy Dasheng Global Limited(2)
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. 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.
3. These transactions were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person on December 25, 2025.
4. 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 $20.00 to $21.75 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).
5. 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.
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 $20.26 to $21.24 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.
7. 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.
8. Represents restricted share units ("RSUs") granted to the reporting person pursuant to the issuer's share incentive plans. Each RSU represents the contingent right to receive one (1) Class A ordinary share of the issuer upon vesting.
9. The RSUs vested on August 18, 2026.
10. The reporting person was granted 1,100,000 RSUs on February 18, 2025, subject to a vesting schedule of eight equal quarterly installments commencing May 18, 2026. Following the vesting reported herein, 825,000 Class A ordinary shares remain subject to future vesting under this grant. The RSUs are held indirectly by the reporting person through Dasheng Global Limited.
/s/ Jack Jiajia Huang08/21/2026
** 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)