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CEO’s 495,360-share buy: 51Talk Online Education Group (NYSE: COE)

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Form Type
4

Rhea-AI Filing Summary

51Talk Online Education Group CEO Jack Jiajia Huang reported multiple indirect trades in Class A ordinary shares in July 2026. Through HH Talent Limited, entities he is deemed to beneficially own purchased an aggregate 495,360 shares between July 9 and 13 at weighted-average prices with trade ranges from $16.50 to $17.70 per ADS, executed under a Rule 10b5-1 trading plan adopted on December 25, 2025.

His spouse received a grant of 145,440 RSUs on July 10, 2026, of which 72,720 vested immediately and the remainder vest in equal quarterly installments through July 1, 2027; a mandatory sell-to-cover arrangement disposed of 12,000 shares to satisfy related income taxes. Following these events, affiliated entities reported holdings including 30,862,800 shares via HH Talent Limited, 42,251,300 shares via Dasheng Global Limited, and 7,297,560 shares held directly, while the reporting person disclaims beneficial ownership of shares held by his spouse except to any pecuniary interest.

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Insider Huang Jack Jiajia
Role Chief Executive Officer
Bought 495,360 shs ($8.48M)
Type Security Shares Price Value
Tax Withholding Class A Ordinary Share, par value US$0.0001 F1, F8, F7 12,000 $17.13 $206K
Purchase Class A Ordinary Share, par value US$0.0001 F1, F2, F6, F4 213,480 $17.24 $3.68M
Grant/Award Restricted Share Units (RSUs) F10, F11, F7 72,720 $0.00 $0.00
Purchase Class A Ordinary Share, par value US$0.0001 F1, F2, F5, F4 95,040 $16.71 $1.59M
Exercise Class A Ordinary Share, par value US$0.0001 F1, F7 72,720 $0.00 $0.00
Purchase Class A Ordinary Share, par value US$0.0001 F1, F2, F3, F4 186,840 $17.19 $3.21M
holding Class A Ordinary Share, par value US$0.0001 F1 -- -- --
holding Class A Ordinary Share, par value US$0.0001 F1, F9 -- -- --
Holdings After Transaction: Restricted Share Units (RSUs) — 72,720 shares (Indirect, By Spouse); Class A Ordinary Share, par value US$0.0001 — 30,862,800 shares (Indirect, By HH Talent Limited); Class A Ordinary Share, par value US$0.0001 — 493,620 shares (Indirect, By Spouse); Class A Ordinary Share, par value US$0.0001 — 7,297,560 shares (Direct); Class A Ordinary Share, par value US$0.0001 — 42,251,300 shares (Indirect, By Dasheng Global Limited)
Footnotes (11)
  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. These transactions were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person on December 25, 2025.
  3. F3. 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 $16.75 to $17.69 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. F4. 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. F5. 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 $16.50 to $17.05 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. 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 $16.53 to $17.70 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. 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 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 income tax liabilities of the reporting person's spouse incurred upon vesting of her restricted share units ("RSUs")
  9. F9. 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.
  10. F10. 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.
  11. F11. The reporting person's spouse 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.
Aggregate shares purchased 495,360 Class A ordinary shares Indirect open-market purchases via HH Talent Limited between July 9–13, 2026
Tax-withholding shares sold 12,000 Class A ordinary shares Sell-to-cover disposition for spouse’s RSU-related income taxes on July 14, 2026
RSUs granted to spouse 145,440 RSUs Grant on July 10, 2026; 72,720 vested immediately, 72,720 vest quarterly through July 1, 2027
Holdings via HH Talent Limited 30,862,800 Class A ordinary shares Indirect holdings following the July 13, 2026 purchases
Holdings via Dasheng Global Limited 42,251,300 Class A ordinary shares Indirect holdings reported as of July 9, 2026
Direct holdings 7,297,560 Class A ordinary shares Direct holdings reported as of July 9, 2026
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.
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.
sell-to-cover arrangement financial
"sold pursuant to a mandatory, non-discretionary, sell-to-cover arrangement for the purpose of satisfying income tax liabilities..."
Restricted Share Units (RSUs) financial
"Represents RSUs granted to the reporting person's spouse 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.
pecuniary interest regulatory
"disclaims beneficial ownership of the shares held by his spouse except to the extent of his pecuniary interest..."

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FAQ

What insider share purchases did COE’s CEO report in July 2026?

Jack Jiajia Huang, CEO of 51Talk (COE), reported indirect purchases totaling 495,360 Class A ordinary shares in July 2026. The buys were executed via HH Talent Limited at weighted-average ADS prices ranging from $16.50 to $17.70 under a pre-adopted Rule 10b5-1 plan.

How were COE shares acquired through HH Talent Limited?

Shares were acquired indirectly via HH Talent Limited, a British Virgin Islands company the CEO is deemed to beneficially own. Open-market purchases on July 9, 10, and 13, 2026 totaled 495,360 Class A ordinary shares at weighted-average ADS prices in the mid-$16 to high-$17 range.

What RSU grant to the CEO’s spouse is disclosed for COE?

The filing states the CEO’s spouse was granted 145,440 RSUs on July 10, 2026. 72,720 RSUs vested immediately, while the remaining 72,720 vest in four equal quarterly installments of 18,180 RSUs on October 1, 2026, January 1, 2027, April 1, 2027 and July 1, 2027.

What are the CEO’s reported indirect holdings of COE shares after these trades?

After the reported July 2026 transactions, affiliated entities reported 30,862,800 Class A ordinary shares via HH Talent Limited and 42,251,300 shares via Dasheng Global Limited. The CEO also reported 7,297,560 Class A ordinary shares held directly in his own name.

Are COE insider trades executed under a Rule 10b5-1 plan?

Yes. Footnotes specify that the open-market purchases by HH Talent Limited were effected pursuant to a Rule 10b5-1 trading plan. The plan was previously adopted by the reporting person on December 25, 2025, making the timing of those purchases pre-arranged rather than discretionary.
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)
07/09/2026
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)07/09/2026P(2)186,840A$17.19(3)30,554,280IBy HH Talent Limited(4)
Class A Ordinary Share, par value US$0.0001(1)07/10/2026P(2)95,040A$16.71(5)30,649,320IBy HH Talent Limited(4)
Class A Ordinary Share, par value US$0.0001(1)07/13/2026P(2)213,480A$17.24(6)30,862,800IBy HH Talent Limited(4)
Class A Ordinary Share, par value US$0.0001(1)07/10/2026M72,720A$0505,620IBy Spouse(7)
Class A Ordinary Share, par value US$0.0001(1)07/14/2026F12,000D$17.13(8)493,620IBy Spouse(7)
Class A Ordinary Share, par value US$0.0001(1)7,297,560D
Class A Ordinary Share, par value US$0.0001(1)42,251,300IBy 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Share Units (RSUs)(10)07/10/2026A72,720 (11)07/01/2035Class A Ordinary Share, par value US$0.000172,720$072,720IBy Spouse(7)
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 $16.75 to $17.69 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 $16.50 to $17.05 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 $16.53 to $17.70 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 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 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 income tax liabilities of the reporting person's spouse incurred upon vesting of her restricted share units ("RSUs")
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.
10. 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.
11. The reporting person's spouse 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.
/s/ Jack Jiajia Huang07/20/2026
** 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)