51Talk CEO buys shares under trading plan

51Talk Online Education Group Chief Executive Officer Jack Jiajia Huang reported open-market purchases of Class A ordinary shares held in the form of American depositary shares (ADS) through HH Talent Limited.

Rhea-AI Filing Summary

51Talk Online Education Group Chief Executive Officer Jack Jiajia Huang reported open-market purchases of Class A ordinary shares held in the form of American depositary shares (ADS) through HH Talent Limited. Across three transactions on July 6, 7 and 8, 2026, HH Talent Limited acquired a total of 562,560 Class A ordinary shares, at weighted average prices of $16.46, $16.72 and $16.45 per ADS, respectively, under a previously adopted Rule 10b5-1 trading plan.

Following these purchases, HH Talent Limited’s indirect holding attributed to Huang is 30,367,440 Class A ordinary shares. Additional indirect holdings are reported via Dasheng Global Limited with 42,251,300 Class A ordinary shares and by his spouse with 432,900 Class A ordinary shares, alongside a direct holding of 7,297,560 Class A ordinary shares. The reporting person disclaims beneficial ownership of the shares held by his spouse except to the extent of any pecuniary interest.

Filing Explained

The CEO’s completed July 6–8 open-market purchases increased disclosed indirect holdings through HH Talent to 30,367,440 shares under a pre-adopted plan.

The July 13, 2026 Form 4 reports that 51Talk's CEO and 10% owner made three open-market purchases of Class A ordinary shares on July 6–8, 2026: 165,420, 211,260, and 185,880, respectively. The purchases were made by HH Talent Limited and left the reporting person with 30,367,440 disclosed indirect Class A ordinary shares through that entity after the July 8 transaction, so the structural change disclosed is at the reporting person's ownership level.

Form 4 uses transaction code P for an open-market purchase and reports an insider transaction within two business days. The filing states that all three purchases were made under a Rule 10b5-1 plan adopted on December 25, 2025; that disclosure supplies the plan's adoption date, not reasons for the individual trades.

The reported prices—$16.46, $16.72, and $16.45—are weighted-average prices per ADS, with same-day purchase ranges of $16.00–$17.25, $16.30–$17.16, and $16.00–$16.99, respectively. The filing states that each ADS represents 60 Class A ordinary shares and separately reports the transaction amounts in its table.

Insider Trade Summary 10b5-1

Net Buyer: 562,560 shares

Net Buy 6 txns

Insider Huang Jack Jiajia

Role Chief Executive Officer

Bought 562,560 shs ($9.31M)

Type	Security	Shares	Price	Value
Purchase	Class A Ordinary Share, par value US$0.0001 F1, F2, F6, F4	185,880	$16.45	$3.06M
Purchase	Class A Ordinary Share, par value US$0.0001 F1, F2, F5, F4	211,260	$16.72	$3.53M
Purchase	Class A Ordinary Share, par value US$0.0001 F1, F2, F3, F4	165,420	$16.46	$2.72M
holding	Class A Ordinary Share, par value US$0.0001 F1	--	--	--
holding	Class A Ordinary Share, par value US$0.0001 F1, F7	--	--	--
holding	Class A Ordinary Share, par value US$0.0001 F1, F8	--	--	--

Holdings After Transaction: Class A Ordinary Share, par value US$0.0001 — 30,367,440 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 — 432,900 shares (Indirect, By Spouse); Class A Ordinary Share, par value US$0.0001 — 42,251,300 shares (Indirect, By Dasheng Global Limited)

Footnotes (8)

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 $16.00 to $17.25 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 $16.30 to $17.16 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 $16.00 to $16.99 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).
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. 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.

Key Figures

Total shares purchased: 562,560 Class A ordinary shares Purchase price July 6, 2026: $16.46 per ADS Purchase price July 7, 2026: $16.72 per ADS +5 more

8 metrics

Total shares purchased 562,560 Class A ordinary shares Open-market purchases via HH Talent Limited on July 6–8, 2026

Purchase price July 6, 2026 $16.46 per ADS Weighted average price for ADS open-market purchases on July 6, 2026

Purchase price July 7, 2026 $16.72 per ADS Weighted average price for ADS open-market purchases on July 7, 2026

Purchase price July 8, 2026 $16.45 per ADS Weighted average price for ADS open-market purchases on July 8, 2026

HH Talent Limited holding 30,367,440 Class A ordinary shares Indirect holding attributed to Huang after reported purchases

Dasheng Global Limited holding 42,251,300 Class A ordinary shares Indirect holding attributed to Huang and related family trust

Direct holding 7,297,560 Class A ordinary shares Shares held directly by Jack Jiajia Huang as of July 6, 2026

ADS to share ratio 1 ADS = 60 Class A ordinary shares Relationship between ADS and Class A ordinary shares disclosed in footnote

Key Terms

American depositary shares, Rule 10b5-1 trading plan, weighted average price, beneficial owner, +2 more

6 terms

American depositary shares financial

"The Class A ordinary shares are held in the form of American depositary shares ("ADS")."

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

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.

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 owner financial

"The reporting person is deemed to be the beneficial owner of the shares directly held..."

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.

pecuniary interest financial

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

trustee financial

"for which TMF (Cayman) Ltd. acts as the trustee (the "Trustee")."

A trustee is a person or institution legally appointed to hold and manage assets or enforce an agreement on behalf of other people (beneficiaries). Think of a trustee as a neutral referee or custodian who must act in the beneficiaries’ best interests, follow the trust or contract rules, and handle distributions, recordkeeping and enforcement. Investors care because a trustworthy trustee protects their rights, ensures promised payments or remedies are delivered, and can influence recoveries if things go wrong.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did 51Talk (COE) CEO Jack Jiajia Huang report in this Form 4?

CEO Jack Jiajia Huang reported open-market purchases of Class A ordinary shares, held as ADS, totaling 562,560 shares through HH Talent Limited on July 6–8, 2026, under a pre-established Rule 10b5-1 trading plan.

How many 51Talk (COE) shares were bought and at what prices?

HH Talent Limited acquired 562,560 Class A ordinary shares across three trades at weighted average prices of $16.46, $16.72 and $16.45 per ADS, with actual purchases executed in multiple same-day, same-way open-market transactions within stated price ranges.

Were the 51Talk (COE) insider purchases made under a Rule 10b5-1 plan?

Yes. The filing states these purchases were effected under a Rule 10b5-1 trading plan adopted by Jack Jiajia Huang on December 25, 2025, indicating the transactions were pre-arranged rather than discretionary timing decisions.

What are Jack Jiajia Huang’s indirect holdings in 51Talk (COE) via HH Talent Limited?

After the reported transactions, HH Talent Limited holds 30,367,440 Class A ordinary shares attributed to Huang as beneficial owner. These shares are held in ADS form, with each ADS representing sixty Class A ordinary shares, according to the filing footnotes.

What additional 51Talk (COE) shareholdings related to Jack Jiajia Huang are disclosed?

The filing shows indirect holdings of 42,251,300 Class A ordinary shares via Dasheng Global Limited, 432,900 shares held by his spouse, and a direct holding of 7,297,560 shares. Huang disclaims beneficial ownership of his spouse’s shares except for any pecuniary interest.

How are the 51Talk (COE) ADS and Class A ordinary shares related in this filing?

The report explains that the company’s Class A ordinary shares are held in the form of American depositary shares (ADS), and that each ADS represents sixty Class A ordinary shares. Reported prices are weighted average prices per ADS for the open-market purchases.

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Accepted by SEC EDGAR 07/13/2026 - 06:51 AM Learn about SEC filing dates

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).

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)

SINGAPORE U0 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)
07/06/2026

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)
			Code	V	Amount	(A) or (D)	Price
Class A Ordinary Share, par value US$0.0001(1)	07/06/2026		P(2)		165,420	A	$16.46(3)	29,970,300	I	By HH Talent Limited(4)
Class A Ordinary Share, par value US$0.0001(1)	07/07/2026		P(2)		211,260	A	$16.72(5)	30,181,560	I	By HH Talent Limited(4)
Class A Ordinary Share, par value US$0.0001(1)	07/08/2026		P(2)		185,880	A	$16.45(6)	30,367,440	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(7)
Class A Ordinary Share, par value US$0.0001(1)								42,251,300	I	By Dasheng Global Limited(8)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

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 $16.00 to $17.25 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 $16.30 to $17.16 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 $16.00 to $16.99 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).

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. 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.

	/s/ Jack Jiajia Huang	07/13/2026
	** 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)