STOCK TITAN

CEO of 51Talk (NYSE: COE) buys 1.74M shares and gains 275K RSUs

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

Rhea-AI Filing Summary

51Talk Online Education Group director and CEO Jack Jiajia Huang reported substantial insider buying of Class A ordinary shares through affiliated entities. Between March 27 and April 9, 2026, HH Talent Limited completed a series of open-market purchases totaling 1,740,240 shares at weighted average ADS prices disclosed in the filing.

These purchases were made pursuant to a previously adopted Rule 10b5-1 trading plan. After the latest transaction on April 9, HH Talent Limited held 25,131,540 Class A ordinary shares. In addition, 275,000 Restricted Share Units vested on March 30, 2026 and were settled into the same class of shares for Dasheng Global Limited, another entity associated with the reporting person.

Positive

  • None.

Negative

  • None.
Insider Huang Jack Jiajia
Role Chief Executive Officer
Bought 1,740,240 shs ($35.33M)
Type Security Shares Price Value
Purchase Class A Ordinary Share, par value US$0.0001 159,420 $21.70 $3.46M
Purchase Class A Ordinary Share, par value US$0.0001 39,720 $21.70 $862K
Purchase Class A Ordinary Share, par value US$0.0001 20,280 $21.28 $432K
Purchase Class A Ordinary Share, par value US$0.0001 117,660 $22.96 $2.70M
Purchase Class A Ordinary Share, par value US$0.0001 170,520 $22.21 $3.79M
Purchase Class A Ordinary Share, par value US$0.0001 309,660 $21.48 $6.65M
Purchase Class A Ordinary Share, par value US$0.0001 195,060 $19.09 $3.72M
Exercise Restricted Share Units (RSUs) 275,000 $0.00 --
Exercise Class A Ordinary Share, par value US$0.0001 275,000 $0.00 --
Purchase Class A Ordinary Share, par value US$0.0001 337,740 $18.50 $6.25M
Purchase Class A Ordinary Share, par value US$0.0001 301,620 $19.37 $5.84M
Purchase Class A Ordinary Share, par value US$0.0001 88,560 $18.35 $1.63M
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 — 25,131,540 shares (Indirect, By HH Talent Limited); Restricted Share Units (RSUs) — 275,000 shares (Indirect, By Dasheng Global Limited); Class A Ordinary Share, par value US$0.0001 — 7,297,560 shares (Direct)
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. 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 beneficiaries under TB Family Trust. As a result, both reporting person and Ms. Ting Shu are deemed to be beneficial owners of the shares directly held by Dasheng Global Limited and Dasheng Online Limited. 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 $17.30 to $18.60 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 the Trustee (as defined above) also acts as 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 and his family members are beneficiaries under HH Talent Trust. As a result, the reporting person is deemed to be beneficial owners 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 $18.50 to $21.13 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). 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 $18.00 to $19.76 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). 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 $17.99 to $19.95 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 $19.89 to $22.74 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 $20.13 to $23.09 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 $22.23 to $23.99 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 $21.00 to $21.50 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 $21.20 to $23.00 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 $20.85 to $22.49 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 his spouse's shares for purposes of Section 16 or for any other purpose. Represents 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 issuer upon vesting. The RSUs were vested on March 30, 2026. The reporting person was granted 550, 000 RSUs on June 30, 2023, subject to vesting schedule in two equal installments on March 30, 2026 and June 30, 2026.
Net shares bought 1,740,240 shares Open-market purchases of Class A ordinary shares in Mar–Apr 2026
HH Talent stake after latest trade 25,131,540 shares Class A ordinary shares held indirectly via HH Talent Limited after Apr 9, 2026
RSUs vested 275,000 RSUs RSUs vesting on March 30, 2026, each converting into one Class A share
RSU expiry date June 30, 2033 Expiration date disclosed for the 275,000 RSUs before vesting
Example purchase price $21.70 per ADS Weighted average ADS price for several April 2026 open-market purchases
ADS share ratio 1 ADS = 60 shares Each American depositary share represents sixty Class A ordinary shares
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.
American depositary shares ("ADS") financial
"The Class A ordinary shares are held in the form of American depositary shares ("ADS"). Each ADS represents sixty Class A ordinary shares."
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.
Restricted Share Units (RSUs) financial
"Represents RSUs granted to the reporting person pursuant to the issuer's share incentive plans."
Restricted share units (RSUs) are a form of employee pay where a company promises to give shares (or their cash value) to workers after certain conditions, usually time or performance, are met. For investors, RSUs matter because they can increase the number of shares outstanding and signal how management is being paid and incentivized—think of them as delayed bonuses that convert into ownership when vesting conditions are satisfied.
beneficial owners regulatory
"As a result, both reporting person and Ms. Ting Shu are deemed to be beneficial owners of the shares"
Beneficial owners are the people or entities that actually enjoy the economic benefits and control of shares or other assets, even when legal title is held by someone else such as a broker, custodian or trustee. Investors pay attention because beneficial owners hold the real voting power, receive dividends and can influence strategy and takeover outcomes — like the driver of a car who uses and maintains it while the bank holds the title — so disclosure shows who truly controls and benefits.
Class A ordinary shares financial
"Each RSU represents the contingent right to receive one (1) class A ordinary share"
Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.
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).
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)
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)
03/26/2026
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)03/30/2026M275,000A$041,838,800IBy Dasheng Global Limited(2)
Class A Ordinary Share, par value US$0.0001(1)03/26/2026P(3)88,560A$18.35(4)23,479,860IBy HH Talent Limited(5)
Class A Ordinary Share, par value US$0.0001(1)03/27/2026P(3)301,620A$19.37(6)23,781,480IBy HH Talent Limited(5)
Class A Ordinary Share, par value US$0.0001(1)03/30/2026P(3)337,740A$18.5(7)24,119,220IBy HH Talent Limited(5)
Class A Ordinary Share, par value US$0.0001(1)03/31/2026P(3)195,060A$19.09(8)24,314,280IBy HH Talent Limited(5)
Class A Ordinary Share, par value US$0.0001(1)04/01/2026P(3)309,660A$21.48(9)24,623,940IBy HH Talent Limited(5)
Class A Ordinary Share, par value US$0.0001(1)04/02/2026P(3)170,520A$22.21(10)24,794,460IBy HH Talent Limited(5)
Class A Ordinary Share, par value US$0.0001(1)04/06/2026P(3)117,660A$22.96(11)24,912,120IBy HH Talent Limited(5)
Class A Ordinary Share, par value US$0.0001(1)04/07/2026P(3)20,280A$21.28(12)24,932,400IBy HH Talent Limited(5)
Class A Ordinary Share, par value US$0.0001(1)04/08/2026P(3)39,720A$21.7(13)24,972,120IBy HH Talent Limited(5)
Class A Ordinary Share, par value US$0.0001(1)04/09/2026P(3)159,420A$21.7(14)25,131,540IBy 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)432,900IBy Spouse(15)
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)(16)03/30/2026M275,000 (17)06/30/2033Class A Ordinary Share, par value US$0.0001275,000$0275,000(18)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 beneficiaries under TB Family Trust. As a result, both reporting person and Ms. Ting Shu 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 $17.30 to $18.60 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).
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 the Trustee (as defined above) also acts as 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 and his family members are beneficiaries under HH Talent Trust. As a result, the reporting person is deemed to be beneficial owners 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 $18.50 to $21.13 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).
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 $18.00 to $19.76 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).
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 $17.99 to $19.95 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 $19.89 to $22.74 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 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 $20.13 to $23.09 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).
11. 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 $22.23 to $23.99 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).
12. 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 $21.00 to $21.50 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).
13. 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 $21.20 to $23.00 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).
14. 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 $20.85 to $22.49 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).
15. 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 his spouse's shares for purposes of Section 16 or for any other purpose.
16. Represents 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 issuer upon vesting.
17. The RSUs were vested on March 30, 2026.
18. The reporting person was granted 550, 000 RSUs on June 30, 2023, subject to vesting schedule in two equal installments on March 30, 2026 and June 30, 2026.
/s/ Jack Jiajia Huang04/13/2026
** 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 COE’s CEO report in this Form 4?

The CEO reported multiple open-market purchases of Class A ordinary shares via HH Talent Limited, totaling 1,740,240 shares, plus the vesting and settlement of 275,000 RSUs into shares for Dasheng Global Limited, all during late March and early April 2026.

At what prices did the COE insider buy shares in these transactions?

The filing shows weighted average ADS purchase prices such as $18.50, $19.09, $21.28, $21.70 and $22.96 per ADS, each representing sixty Class A ordinary shares. Exact price ranges for each day are detailed in the weighted-average pricing footnotes.

How many COE shares did HH Talent Limited hold after the latest trade?

After the April 9, 2026 open-market purchase, HH Talent Limited held 25,131,540 Class A ordinary shares. These shares are beneficially owned through a trust structure in which Jack Jiajia Huang and his family are beneficiaries under the HH Talent Trust.

What RSU activity involving COE shares did the CEO report?

The CEO reported 275,000 Restricted Share Units vesting on March 30, 2026, granted under the issuer’s share incentive plans. Each RSU converts into one Class A ordinary share, resulting in 275,000 additional shares held indirectly through Dasheng Global Limited after vesting and settlement.

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

Yes. A footnote explains these transactions were effected pursuant to a Rule 10b5-1 trading plan adopted on December 25, 2025. Such pre-arranged plans systematically schedule trades, which can make the timing less informative about the insider’s short-term view of the stock.

How are the COE insider’s holdings structured across different entities?

Holdings are spread across entities including HH Talent Limited, Dasheng Global Limited and Dasheng Online Limited, all ultimately owned through family trusts. The CEO also reports direct holdings and spouse-held shares, with specific beneficial ownership relationships detailed in the organizational footnotes.