51Talk Online Education Group (NYSE: COE) director awarded RSUs and gains shares

Rhea-AI Filing Summary

51Talk Online Education Group director and ten percent owner Frank Hurst Lin received a grant of 145,440 RSUs, of which 72,720 vested immediately and converted into the same number of Class A ordinary shares at $0.00 per share. Following this award, Lin holds 1,192,215 Class A ordinary shares directly and may be deemed to have indirect interests in an additional 10,017,832 and 589,278 shares held by DCM Ventures funds, while disclaiming beneficial ownership except to the extent of any pecuniary interest. The Class A ordinary shares are held in the form of American depositary shares, with each ADS representing 60 Class A ordinary shares.

Insider Trade Summary

Net Buyer: 72,720 shares

Net Buy 4 txns

Insider Lin Frank Hurst

Role Director, 10% Owner

Type	Security	Shares	Price	Value
Grant/Award	Restricted Share Units (RSUs) F4, F5	72,720	$0.00	$0.00
Exercise	Class A Ordinary Share, par value US$0.0001 F1	72,720	$0.00	$0.00
holding	Class A Ordinary Share, par value US$0.0001 F1, F2	--	--	--
holding	Class A Ordinary Share, par value US$0.0001 F1, F3	--	--	--

Holdings After Transaction: Restricted Share Units (RSUs) — 72,720 shares (Direct); Class A Ordinary Share, par value US$0.0001 — 1,192,215 shares (Direct); Class A Ordinary Share, par value US$0.0001 — 10,017,832 shares (Indirect, By DCM Ventures China Turbo Fund, L.P.); Class A Ordinary Share, par value US$0.0001 — 589,278 shares (Indirect, By DCM Ventures China Turbo Affiliates Fund, L.P.)

Footnotes (5)

1. F1. The Class A ordinary shares are held in the form of American depositary shares. Each American depositary share represents sixty Class A ordinary shares.
2. F2. These shares are held directly by DCM Ventures China Turbo Fund, L.P. ("DCM Turbo"). DCM Turbo Fund Investment Management, L.P. ("DGP Turbo") is the general partner of DCM Turbo. DCM Turbo Fund International, Ltd. ("UGP Turbo") is the general partner of DGP Turbo. Frank Hurst Lin ("Lin") is a director of UGP Turbo and may be deemed to have voting and investment power over, and may be deemed to be an indirect beneficial owner of, the securities held by DCM Turbo. Lin disclaims the existence of a "group" and disclaims beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
3. F3. These shares are held directly by DCM Ventures China Turbo Affiliates Fund, L.P. ("Turbo Affiliates"). DGP Turbo is the general partner of Turbo Affiliates. UGP Turbo is the general partner of DGP Turbo. Lin is a director of UGP Turbo and may be deemed to have voting and investment power over, and may be deemed to be an indirect beneficial owner of, the securities held by Turbo Affiliates. Lin disclaims the existence of a "group" and disclaims beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
4. F4. Represents restricted share units ("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 the issuer upon vesting.
5. F5. The reporting person was granted 145,440 RSUs on July 8, 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.

Key Figures

RSUs Granted: 145,440 RSUs RSUs Vested Immediately: 72,720 RSUs Quarterly Vesting Tranches: 18,180 RSUs +4 more

7 metrics

RSUs Granted 145,440 RSUs Restricted share units granted to Frank Hurst Lin on July 8, 2026

RSUs Vested Immediately 72,720 RSUs Portion of the 145,440 RSU grant vesting in full on the grant date

Quarterly Vesting Tranches 18,180 RSUs Each of four quarterly installments on Oct 1, 2026; Jan 1, Apr 1, Jul 1, 2027

Direct Holdings After Transaction 1,192,215 Class A ordinary shares Direct Class A ordinary shares held by Lin following the July 8, 2026 transactions

Indirect Holdings via DCM Turbo Fund 10,017,832 Class A ordinary shares Shares held by DCM Ventures China Turbo Fund, L.P., may be deemed indirectly owned

Indirect Holdings via DCM Turbo Affiliates 589,278 Class A ordinary shares Shares held by DCM Ventures China Turbo Affiliates Fund, L.P., may be deemed indirectly owned

ADS to Share Ratio 1 ADS = 60 Class A ordinary shares Each American depositary share represents sixty Class A ordinary shares

Key Terms

Restricted share units ("RSUs"), American depositary shares, pecuniary interest, beneficial owner, +1 more

5 terms

Restricted share units ("RSUs") financial

"Represents restricted share units ("RSUs") granted to the reporting person"

American depositary shares financial

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

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.

pecuniary interest financial

"disclaims beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein."

beneficial owner financial

"may be deemed to be an indirect beneficial owner of, the securities 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.

share incentive plans financial

"RSUs granted to the reporting person pursuant to the issuer's share incentive plans."

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/21/2026 - 07:33 AM Accepted by SEC EDGAR 07/21/2026 - 07:33 AM Learn about SEC filing dates

FAQ

What insider transaction did Frank Hurst Lin report for COE on July 8, 2026?

Frank Hurst Lin reported a grant of 145,440 RSUs, with 72,720 RSUs vesting immediately and converting into the same number of Class A ordinary shares at $0.00 per share, increasing his direct holdings to 1,192,215 Class A shares.

What is the vesting schedule of Frank Hurst Lin’s new RSUs in COE?

Lin’s 145,440 RSUs include 72,720 that vested on 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.

How many COE shares does Frank Hurst Lin hold directly after this Form 4 transaction?

After the RSU vesting and settlement, Lin directly holds 1,192,215 Class A ordinary shares. These shares were partly increased by the conversion of 72,720 vested RSUs into an equal number of Class A ordinary shares at $0.00 per share.

What indirect holdings related to COE does Frank Hurst Lin report through DCM Ventures funds?

Entities associated with Lin hold 10,017,832 Class A shares via DCM Ventures China Turbo Fund, L.P. and 589,278 shares via DCM Ventures China Turbo Affiliates Fund, L.P. Lin may be deemed an indirect beneficial owner but disclaims beneficial ownership except for any pecuniary interest.

How are COE’s Class A ordinary shares represented in American depositary shares?

COE’s Class A ordinary shares are held in the form of American depositary shares (ADSs). Each ADS represents sixty Class A ordinary shares, meaning ADS holders indirectly own the underlying Class A ordinary shares in that fixed ratio.

Were Frank Hurst Lin’s COE transactions reported as under a Rule 10b5-1 trading plan?

No. The Form 4 filing’s Rule 10b5-1 checkbox is not marked, indicating the reported RSU grant and related share acquisition were not affirmatively identified as being executed pursuant to a Rule 10b5-1 trading plan.

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^*

Lin Frank Hurst

(Last) (First) (Middle)

C/O DCM, 2420 SAND HILL ROAD

SUITE 200

(Street)

MENLO PARK CALIFORNIA 94025

(City) (State) (Zip)

UNITED STATES

(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
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/08/2026

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)	07/08/2026		M		72,720	A	$0	1,192,215	D
Class A Ordinary Share, par value US$0.0001(1)								10,017,832	I	By DCM Ventures China Turbo Fund, L.P.(2)
Class A Ordinary Share, par value US$0.0001(1)								589,278	I	By DCM Ventures China Turbo Affiliates Fund, L.P.(3)

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
Restricted Share Units (RSUs)	(4)	07/08/2026		A		72,720		(5)	07/01/2035	Class A Ordinary Share, par value US$0.0001	72,720	$0	72,720	D

Explanation of Responses:

1. The Class A ordinary shares are held in the form of American depositary shares. Each American depositary share represents sixty Class A ordinary shares.

2. These shares are held directly by DCM Ventures China Turbo Fund, L.P. ("DCM Turbo"). DCM Turbo Fund Investment Management, L.P. ("DGP Turbo") is the general partner of DCM Turbo. DCM Turbo Fund International, Ltd. ("UGP Turbo") is the general partner of DGP Turbo. Frank Hurst Lin ("Lin") is a director of UGP Turbo and may be deemed to have voting and investment power over, and may be deemed to be an indirect beneficial owner of, the securities held by DCM Turbo. Lin disclaims the existence of a "group" and disclaims beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

3. These shares are held directly by DCM Ventures China Turbo Affiliates Fund, L.P. ("Turbo Affiliates"). DGP Turbo is the general partner of Turbo Affiliates. UGP Turbo is the general partner of DGP Turbo. Lin is a director of UGP Turbo and may be deemed to have voting and investment power over, and may be deemed to be an indirect beneficial owner of, the securities held by Turbo Affiliates. Lin disclaims the existence of a "group" and disclaims beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

4. Represents restricted share units ("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 the issuer upon vesting.

5. The reporting person was granted 145,440 RSUs on July 8, 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/ Frank Hurst Lin	07/21/2026
	** 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)