Were the COE insider share purchases made under a trading plan?

Yes. The filing states the purchases were made under a Rule 10b5‑1 trading plan previously adopted by Jack Jiajia Huang on December 25, 2025 . Such plans pre‑schedule trades, making the timing more routine rather than discretionary.

What other COE shareholdings related to the CEO are disclosed in this Form 4?

Besides HH Talent Limited’s stake, the filing shows 41,838,800 shares held by Dasheng Global Limited, 432,900 shares held by the CEO’s spouse, and 7,297,560 shares held directly, with detailed trust and beneficial ownership arrangements described in the footnotes.

CEO of 51Talk (NYSE: COE) adds 384,960 shares via Rule 10b5-1 plan

Q: What insider transactions did COE’s CEO report in this Form 4?

The CEO of 51Talk (COE) , Jack Jiajia Huang, reported multiple open‑market purchases of Class A ordinary shares through HH Talent Limited, totaling 384,960 shares between April 13 and April 17, 2026, at weighted average prices in the mid‑$20s.

Q: How many COE shares does HH Talent Limited hold after these transactions?

After the reported purchases, HH Talent Limited held 25,516,500 Class A ordinary shares of 51Talk for the benefit of Jack Jiajia Huang and his family, according to the filing’s ownership table and trust structure disclosures.

Filing Impact

(Very High)

Filing Sentiment

(Very Positive)

Form Type

Rhea-AI Filing Summary

51Talk Online Education Group director and CEO Jack Jiajia Huang, through HH Talent Limited, reported a series of open-market purchases of Class A ordinary shares under a previously adopted Rule 10b5-1 trading plan.

Between April 13 and April 17, 2026, HH Talent Limited bought a total of 384,960 Class A ordinary shares at weighted average prices in the mid‑$20s per share. After these transactions, HH Talent Limited held 25,516,500 Class A ordinary shares indirectly for Huang’s benefit. As of April 13, 2026, additional holdings included 41,838,800 shares by Dasheng Global Limited, 432,900 shares held by his spouse (with beneficial ownership disclaimed except for any pecuniary interest), and 7,297,560 shares held directly. The footnotes state the shares are held in the form of American depositary shares (ADS), with each ADS representing sixty Class A ordinary shares, and that reported prices are weighted average ADS prices for multiple same‑day trades.

Insider Trade Summary 10b5-1

Net Buyer: 384,960 shares ($9,557,599)

Net Buy 8 txns

Insider Huang Jack Jiajia

Role Chief Executive Officer

Bought 384,960 shs ($9.56M)

Type	Security	Shares	Price	Value
Purchase	Class A Ordinary Share, par value US$0.0001	24,060	$25.51	$614K
Purchase	Class A Ordinary Share, par value US$0.0001	60,420	$25.79	$1.56M
Purchase	Class A Ordinary Share, par value US$0.0001	166,560	$25.69	$4.28M
Purchase	Class A Ordinary Share, par value US$0.0001	61,200	$24.36	$1.49M
Purchase	Class A Ordinary Share, par value US$0.0001	72,720	$22.22	$1.62M
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 — 25,516,500 shares (Indirect, By HH Talent Limited); Class A Ordinary Share, par value US$0.0001 — 7,297,560 shares (Direct, null)

Footnotes (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 $21.71 to $22.30 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 $23.77 to $24.94 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 $24.96 to $26.40 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 $25.33 to $26.40 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 $24.85 to $25.99 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 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. 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.

Key Figures

Net shares purchased: 384,960 Class A ordinary shares HH Talent post-transaction holdings: 25,516,500 Class A ordinary shares Purchase price example: $22.22 per share (approx.) +5 more

8 metrics

Net shares purchased 384,960 Class A ordinary shares Open-market purchases between April 13–17, 2026

HH Talent post-transaction holdings 25,516,500 Class A ordinary shares Indirect holdings after April 17, 2026 purchases

Purchase price example $22.22 per share (approx.) Weighted average around $22.22–$25.79 per share from table values

Dasheng Global holdings 41,838,800 Class A ordinary shares Indirect holdings as of April 13, 2026

Spouse holdings 432,900 Class A ordinary shares Held by spouse; beneficial ownership disclaimed except pecuniary interest

Direct CEO holdings 7,297,560 Class A ordinary shares Direct ownership as of April 13, 2026

ADS ratio 1 ADS = 60 Class A ordinary shares Structure of American depositary shares

Trade date range April 13–17, 2026 Period of reported open-market purchases

Key Terms

Rule 10b5-1 trading plan, American depositary shares ("ADS"), weighted average price, beneficial ownership, +1 more

5 terms

Rule 10b5-1 trading plan regulatory

"These transactions were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person on December 25, 2025."

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.

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 ownership financial

"As a result, the reporting person is deemed to be beneficial owners of the shares directly held by HH Talent Limited."

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

pecuniary interest financial

"The reporting person disclaims beneficial ownership of the shares held by his spouse except to the extent of his pecuniary interest, if any."

Form 4 Insider Transactions: What Each Field Means →

04/22/2026 - 04:03 PM

SEC Form 4

FORM 4

UNITED 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)

SINGAPORE

068809

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/13/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Ordinary Share, par value US$0.0001⁽¹⁾	04/13/2026		P⁽²⁾		72,720	A	$22.22⁽³⁾	25,204,260	I	By HH Talent Limited⁽⁴⁾
Class A Ordinary Share, par value US$0.0001⁽¹⁾	04/14/2026		P⁽²⁾		61,200	A	$24.36⁽⁵⁾	25,265,460	I	By HH Talent Limited⁽⁴⁾
Class A Ordinary Share, par value US$0.0001⁽¹⁾	04/15/2026		P⁽²⁾		166,560	A	$25.69⁽⁶⁾	25,432,020	I	By HH Talent Limited⁽⁴⁾
Class A Ordinary Share, par value US$0.0001⁽¹⁾	04/16/2026		P⁽²⁾		60,420	A	$25.79⁽⁷⁾	25,492,440	I	By HH Talent Limited⁽⁴⁾
Class A Ordinary Share, par value US$0.0001⁽¹⁾	04/17/2026		P⁽²⁾		24,060	A	$25.51⁽⁸⁾	25,516,500	I	By HH Talent Limited⁽⁴⁾
Class A Ordinary Share, par value US$0.0001⁽¹⁾								7,297,560	D
Class A Ordinary Share, par value US$0.0001⁽¹⁾								432,900	I	By Spouse⁽⁹⁾
Class A Ordinary Share, par value US$0.0001⁽¹⁾								41,838,800	I	By Dasheng Global Limited⁽¹⁰⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 $21.71 to $22.30 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 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.

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 $23.77 to $24.94 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 $24.96 to $26.40 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 $25.33 to $26.40 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 $24.85 to $25.99 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).

9. 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.

10. 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.

	/s/ Jack Jiajia Huang	04/22/2026
	** Signature of Reporting Person	Date
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did COE’s CEO report in this Form 4?

The CEO of 51Talk (COE), Jack Jiajia Huang, reported multiple open‑market purchases of Class A ordinary shares through HH Talent Limited, totaling 384,960 shares between April 13 and April 17, 2026, at weighted average prices in the mid‑$20s.

How many COE shares does HH Talent Limited hold after these transactions?

After the reported purchases, HH Talent Limited held 25,516,500 Class A ordinary shares of 51Talk for the benefit of Jack Jiajia Huang and his family, according to the filing’s ownership table and trust structure disclosures.

How are COE’s Class A shares held and priced in these insider trades?

The filing explains that Class A ordinary shares are held as American depositary shares (ADS), with each ADS representing sixty shares. Reported prices are weighted average ADS prices across multiple same‑day trades within stated price ranges.