51Talk: HH Talent buys 7.56M Class A shares
The reported activity also includes RSU vesting for the director and spouse, future vesting balances, and shares sold to cover taxes.
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Form Type
4
Rhea-AI Filing Summary
51Talk Online Education Group director Shu Ting reported that HH Talent Limited purchased 7,564,500 Class A ordinary shares in open-market transactions from April 10 through September 25, 2026. Except for purchases from September 17 through September 25, the purchases were made under a Rule 10b5-1 trading plan adopted by Jack Jiajia Huang, the reporting person’s spouse and HH Talent Limited’s sole director, on December 25, 2025.
Other reported activity included vesting of 18,180 RSUs for Shu Ting on October 1, with 54,540 shares remaining subject to future vesting, and vesting of 137,500 spouse-held RSUs on August 18, with 825,000 shares remaining subject to future vesting. On October 2, 4,020 shares were sold under a mandatory, non-discretionary sell-to-cover arrangement for income tax liabilities at $10.46 per share. Dasheng Global Limited held 42,388,800 shares after the 137,500-share acquisition.
Insider Trade Summary
Net Buyer: 7,564,500 shares
Net Buy
7 txns
Insider
Shu Ting
Role
Director
Bought
7,564,500 shs
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Tax Withholding | Class A Ordinary Share, par value US$0.0001 F1, F2 | 4,020 | $10.46 | $42K |
| Exercise | Restricted Share Units (RSUs) F9, F10, F11 | 18,180 | $0.00 | $0.00 |
| Exercise | Class A Ordinary Share, par value US$0.0001 F1 | 18,180 | $0.00 | $0.00 |
| Exercise | Restricted Share Units (RSUs) F12, F13, F14, F5 | 137,500 | $0.00 | $0.00 |
| Exercise | Class A Ordinary Share, par value US$0.0001 F1, F3, F4 | 137,500 | $0.00 | $0.00 |
| Purchase | Class A Ordinary Share, par value US$0.0001 F1, F6, F7, F8, F5 | 7,564,500 | -- | -- |
| holding | Class A Ordinary Share, par value US$0.0001 F1, F5 | -- | -- | -- |
Holdings After Transaction:
Restricted Share Units (RSUs) — 54,540 contracts (Direct);
Restricted Share Units (RSUs) — 825,000 contracts (Indirect, By Spouse);
Class A Ordinary Share, par value US$0.0001 — 507,780 shares (Direct);
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 — 45,724,860 shares (Indirect, By Spouse)
Footnotes (14)
- F1. The Class A ordinary shares are held in the form of American depositary shares ("ADS"). Each ADS represents sixty Class A ordinary shares.
- F2. Represents Class A ordinary shares, in the form of American depositary shares, sold pursuant to a mandatory, non-discretionary, sell-to-cover arrangement for the purpose of satisfying the reporting person's income tax liabilities incurred upon vesting of restricted share units ("RSUs").
- F3. Each of Dasheng Online Limited and Dasheng Global Limited is a British Virgin Islands company. The reporting person is the sole director of Dasheng Online Limited, and Mr. Jack Jiajia Huang, who is the spouse of the reporting person, is the sole director of Dasheng Global Limited. Each of Dasheng Online Limited and Dasheng Global 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.
- F4. The settlors of TB Family Trust are reporting person and Mr. Jack Jiajia Huang. The reporting person, Mr. Jack Jiajia Huang and their family members are beneficiaries under TB Family Trust. As a result, both reporting person and Mr. Jack Jiajia Huang are deemed to be beneficial owners of the shares directly held by Dasheng Online Limited and Dasheng Global Limited.
- F5. The reporting person disclaims beneficial ownership of the shares held by her spouse except to the extent of her pecuniary interest, if any, and this report should not be deemed an admission that the reporting person is the beneficial owner of her spouse's shares for purposes of Section 16 or for any other purpose.
- F6. These transactions represent open-market purchases of Class A ordinary shares, in the form of American depositary shares, effected by HH Talent Limited during the period from April 10, 2026 through September 25, 2026. HH Talent Limited is a British Virgin Islands company. The reporting person's spouse 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's spouse. The reporting person's spouse is deemed to be the beneficial owner of the shares directly held by HH Talent Limited.
- F7. Except where a single execution price is indicated, the transactions were executed through a broker-dealer in multiple same-day, same-way purchases and are reported on an aggregate basis at weighted average prices, rounded to the nearest cent; 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 Class A ordinary shares purchased at each separate price. All such Class A ordinary shares were purchased by HH Talent Limited in the form of American depositary shares. Additional information regarding these purchases is included in the Form 4 filings made by the reporting person's spouse, Mr. Jack Jiajia Huang, on July 23, 2026, July 27, 2026, July 30, 2026, August 5, 2026, August 10, 2026, August 12, 2026, August 13, 2026, August 21, 2026 and October 8, 2026.
- F8. Except for the purchases made from September 17, 2026 through September 25, 2026, these transactions were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person's spouse on December 25, 2025.
- F9. Represents RSU 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.
- F10. The RSUs vested on October 1, 2026.
- F11. The reporting person was granted 145,440 RSUs on July 10, 2026, of which 72,720 RSUs vested in full on the date of grant. The remaining 72,720 RSUs vest in four equal quarterly installments of 18,180 RSUs on October 1, 2026, January 1, 2027, April 1, 2027 and July 1, 2027, respectively. Following the vesting reported herein, 54,540 Class A ordinary shares remain subject to future vesting under this grant.
- F12. Represents RSUs granted to the reporting person's spouse 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.
- F13. The RSUs vested on August 18, 2026.
- F14. The reporting person's spouse 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's spouse through Dasheng Global Limited.
Key Figures
Class A ordinary shares purchased: 7,564,500 shares
Shares sold to cover tax liabilities: 4,020 shares
Reported price per share: $10.46 per share
+5 more
8 metrics
Class A ordinary shares purchased
7,564,500 shares
HH Talent Limited open-market purchases, April 10 through September 25, 2026
Shares sold to cover tax liabilities
4,020 shares
October 2, 2026
Reported price per share
$10.46 per share
Shares sold under the sell-to-cover arrangement on October 2, 2026
Director's RSUs vested
18,180 RSUs
Vested October 1, 2026
Shares remaining subject to future vesting
54,540 shares
Director's grant following vesting on October 1, 2026
Spouse's RSUs vested
137,500 RSUs
Vested August 18, 2026
Shares remaining subject to future vesting
825,000 shares
Spouse's grant following vesting on August 18, 2026
Shares held by Dasheng Global Limited
42,388,800 shares
After the 137,500-share acquisition on August 18, 2026
Key Terms
Rule 10b5-1 trading plan, sell-to-cover arrangement, Restricted Share Units (RSUs), American depositary shares
4 terms
Rule 10b5-1 trading plan financial
"pursuant to a Rule 10b5-1 trading plan"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
sell-to-cover arrangement financial
"mandatory, non-discretionary, sell-to-cover arrangement"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
Were COE's reported purchases made under a Rule 10b5-1 plan?
Except for purchases from September 17 through September 25, 2026, the purchases were made under a Rule 10b5-1 trading plan adopted by Jack Jiajia Huang, the reporting person's spouse and HH Talent Limited's sole director, on December 25, 2025.
AI-generated analysis. How Rhea-AI works. Not financial advice.
