STOCK TITAN

Sunlands (NYSE: STG) sets $50M buyback and RMB126M asset disposal

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Sunlands Technology Group reported two major capital actions. The board approved a share repurchase program authorizing buybacks of up to US$50 million of Class A ordinary shares in ADS form over the next 36 months, mainly via open-market and privately negotiated transactions under SEC Rules 10b-18 and 10b5-1.

Separately, a Sunlands subsidiary agreed to dispose of 100% of the equity in Guangzhou Shangzhi Side Technology Co., Ltd. to an independent third party for total cash consideration of RMB126.0 million, payable in installments. Sunlands describes the disposal as part of efforts to streamline its asset structure, focus on core business priorities and strengthen financial flexibility, while maintaining its status as an operating company.

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Insights

Sunlands pairs a sizable buyback with a cash asset sale.

Sunlands Technology Group authorized a share repurchase program of up to US$50 million over 36 months and agreed to sell a non-core subsidiary for RMB126.0 million in cash. Both moves center on balance sheet management and capital allocation.

The buyback uses SEC Rules 10b-18 and 10b5-1, indicating an intention to execute repurchases in an orderly, pre-planned way rather than opportunistic trading. The company links this to strong cash generation and the ability to keep investing in content, technology and student acquisition.

The asset disposal is framed as a portfolio streamlining step to improve capital allocation efficiency and financial flexibility. Completion depends on customary conditions, including payments, supervised funds release and equity transfer registration with the market regulator. Actual impact will hinge on closing and future deployment of the proceeds.

Share repurchase authorization US$50 million Maximum Class A ordinary share buybacks over 36 months
Buyback duration 36 months Period during which Sunlands may repurchase shares
Asset disposal consideration RMB126.0 million Total cash consideration for 100% equity in Guangzhou Shangzhi Side Technology
Equity interest sold 100% Equity in Guangzhou Shangzhi Side Technology Co., Ltd. being disposed
share repurchase program financial
"announced that its Board of Directors has approved a share repurchase program under which the Company is authorized"
A share repurchase program is when a company buys back its own shares from the marketplace. This reduces the total number of shares available, which can increase the value of each remaining share and signal confidence in the company's prospects. For investors, it often suggests that the company believes its stock is undervalued or that it has extra cash to return to shareholders.
Rule 10b-18 regulatory
"The timing and dollar amount of repurchase transactions will be subject to the Securities and Exchange Commission (the “SEC”) Rule 10b-18 requirements."
Rule 10b-18 is a regulation that sets strict rules for how a company's executives and employees can buy back their own company's stock from the market. It helps ensure that these buybacks happen in a fair and transparent way, reducing the chance of market manipulation. This is important for investors because it offers protection against unfair practices and promotes confidence in the integrity of the stock market.
Rule 10b5-1 regulatory
"It is also expected that such repurchases will be effected pursuant to a plan in conformity with SEC Rule 10b5-1."
Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.
material asset disposal financial
"Exhibit 99.2 Sunlands Announces Material Asset Disposal for Cash"
equity transfer agreement financial
"has entered into an equity transfer agreement with Shouhui (Guangzhou) Medical Technology Co., Ltd."
An equity transfer agreement is a legal contract that records the sale or reassignment of ownership in a company’s shares from one party to another. Like handing over the keys when you sell a house, it changes who legally controls those ownership rights and any attached voting power or dividend claims. Investors care because such transfers can shift control, dilute or concentrate stakes, affect company strategy and influence future share value.
fund supervision agreement financial
"The parties have also entered into a fund supervision agreement with Guangdong Huaxing Bank"
A fund supervision agreement is a legal arrangement where an independent supervisor is appointed to oversee a pooled investment fund’s operations, compliance and reporting. It acts like a safety inspector for the fund, watching that managers follow rules, safeguard assets and provide accurate records, which matters to investors because it reduces the risk of mismanagement, fraud or regulatory breaches and helps protect the value and transparency of their investment.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 6-K

 

REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of May 2026

 

Commission file number: 001-38423

 

 

 

SUNLANDS TECHNOLOGY GROUP

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Building 6, Chaolai Science Park, No. 36

Chuangyuan Road, Chaoyang District

Beijing, 100012, the People’s Republic of China

+86-10-52413738


(Address of Principal Executive Offices)

 

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.    Form 20-F         Form 40-F  

 

 

  

 

 

EXHIBIT INDEX

 

Exhibit No.   Description
     
99.1   Press Release

99.2   Press Release

 

 

 

Signature

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

    Sunlands Technology Group
     
     
Date: May 29, 2026   By: /s/ Tongbo Liu
        Name:   Tongbo Liu
        Title: Chief Executive Officer

 

 

 

 

Exhibit 99.1

 

 

Sunlands Technology Group Announces $50 Million Share Repurchase Program

 

May 29, 2026

 

BEIJING, May 29, 2026  -- Sunlands Technology Group (NYSE: STG) (“Sunlands” or the “Company”), a leader in China’s adult online education market and China’s adult personal interest learning market, today announced that its Board of Directors has approved a share repurchase program under which the Company is authorized to repurchase up to US$50 million of its Class A ordinary shares in the form of American depositary shares over the next 36 months.

 

Mr. Tongbo Liu, Chief Executive Officer of Sunlands, said, “The share repurchase program reflects the strength of our capital position and confidence in delivering sustained, long-term performance for our shareholders. We are pleased that our strong cash generating ability enables us to return value to shareholders as well as continue to invest in enhancing our content, upgrading our technology, and attracting more students to our platform to sustainably grow our business.”

 

The Company’s proposed repurchases may be made from time to time on the open market at prevailing market prices, through privately negotiated transactions, or other legally permissible means, depending on market conditions and in accordance with applicable rules and regulations. The timing and dollar amount of repurchase transactions will be subject to the Securities and Exchange Commission (the “SEC”) Rule 10b-18 requirements. It is also expected that such repurchases will be effected pursuant to a plan in conformity with SEC Rule 10b5-1.

 

About Sunlands

 

Sunlands Technology Group (NYSE: STG) (“Sunlands” or the “Company”), formerly known as Sunlands Online Education Group, is a leader in China’s adult online education market and China’s adult personal interest learning market. With a one to many live streaming platform, Sunlands offers various degree- or diploma-oriented post-secondary courses as well as professional certification preparation, professional skills and interest courses. Students can access the Company’s services either through PC or mobile applications. The Company's online platform cultivates a personalized, interactive learning environment by featuring a virtual learning community and a vast library of educational content offerings that adapt to the learning habits of its students. Sunlands offers a unique approach to education research and development that organizes subject content into Learning Outcome Trees, the Company's proprietary knowledge management system. Sunlands has a deep understanding of the educational needs of its prospective students and offers solutions that help them achieve their goals.

 

Safe Harbor Statement

 

This press release contains forward-looking statements made under the “safe harbor” provisions of Section 21E of the Securities Exchange Act of 1934, as amended, and the

 

 

 

U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident” and similar statements. Sunlands may also make written or oral forward-looking statements in its reports filed with or furnished to the U.S. Securities and Exchange Commission, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Any statements that are not historical facts, including statements about Sunlands’ beliefs and expectations, are forward-looking statements that involve factors, risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Such factors and risks include, but not limited to the following: Sunlands’ goals and strategies; its expectations regarding demand for and market acceptance of its brand and services; its ability to retain and increase student enrollments; its ability to offer new courses and educational content; its ability to improve teaching quality and students’ learning results; its ability to improve sales and marketing efficiency and effectiveness; its ability to engage, train and retain new faculty members; its future business development, results of operations and financial condition; its ability to maintain and improve technology infrastructure necessary to operate its business; competition in the online education industry in China; relevant government policies and regulations relating to Sunlands’ corporate structure, business and industry; and general economic and business condition in China. Further information regarding these and other risks, uncertainties or factors is included in Sunlands’ filings with the U.S. Securities and Exchange Commission. All information provided in this press release is current as of the date of the press release, and Sunlands does not undertake any obligation to update such information, except as required under applicable law.

 

For investor and media enquiries, please contact:

 

Sunlands Technology Group
Investor Relations
Email: sl-ir@sunlands.com

 

SOURCE Sunlands Technology Group

 

2

 

Exhibit 99.2

 

 

Sunlands Announces Material Asset Disposal for Cash

 

May 29, 2026

 

BEIJING, May 29,2026 — Sunlands Technology Group (NYSE: STG) (“Sunlands” or the “Company”), a leader in China’s adult online education market, today announced that Wuhan Zhizhen Youxuan Online Education Technology Co., Ltd., a subsidiary of the Company, has entered into an equity transfer agreement with Shouhui (Guangzhou) Medical Technology Co., Ltd., an independent third party, to dispose of 100% of the equity interests in Guangzhou Shangzhi Side Technology Co., Ltd. (the “Target Company”). The transaction does not constitute a related party transaction.

 

Pursuant to the equity transfer agreement, the total consideration for the disposal is RMB126.0 million, payable in installments and subject to the terms and conditions set forth in the agreement. The parties have also entered into a fund supervision agreement with Guangdong Huaxing Bank in connection with a portion of the transaction proceeds.

 

The disposal represents part of the Company’s continued efforts to streamline its asset structure, improve capital allocation efficiency and focus resources on its core business and strategic priorities. Upon completion of the transaction, the Company expects to optimize its asset base and strengthen its financial flexibility. The Company believes that such transaction will not cause it to cease to be an operating company or discontinue a substantial portion of its operations or business for any reason.

 

Completion of the transaction is subject to customary closing conditions, including payment arrangements, release of supervised funds and completion of the relevant equity transfer registration procedures with the competent market regulation authority. There can be no assurance that all closing conditions will be satisfied in a timely manner or at all.

 

“We believe this transaction is consistent with our strategy to optimize our asset portfolio and enhance operating efficiency,” said Mr. Tongbo Liu, Chief Executive Officer of Sunlands. “We will continue to review our business and asset structure and pursue actions that support the Company’s long-term development and shareholder value.”

 

About Sunlands

 

Sunlands Technology Group (NYSE: STG) (“Sunlands” or the “Company”), formerly known as Sunlands Online Education Group, is a leader in China’s adult online education market and China’s adult personal interest learning market. With a one to many live streaming platform, Sunlands offers various degree- or diploma-oriented post-secondary courses as well as professional certification preparation, professional skills and interest courses. Students can access the Company’s services either through PC or mobile applications. The Company's online platform cultivates a personalized, interactive

 

 

 

learning environment by featuring a virtual learning community and a vast library of educational content offerings that adapt to the learning habits of its students. Sunlands offers a unique approach to education research and development that organizes subject content into Learning Outcome Trees, the Company's proprietary knowledge management system. Sunlands has a deep understanding of the educational needs of its prospective students and offers solutions that help them achieve their goals.

 

Safe Harbor Statement

 

This press release contains forward-looking statements made under the “safe harbor” provisions of Section 21E of the Securities Exchange Act of 1934, as amended, and the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident” and similar statements. Sunlands may also make written or oral forward-looking statements in its reports filed with or furnished to the U.S. Securities and Exchange Commission, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Any statements that are not historical facts, including statements about Sunlands’ beliefs and expectations, are forward-looking statements that involve factors, risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Such factors and risks include, but not limited to the following: Sunlands’ goals and strategies; its expectations regarding demand for and market acceptance of its brand and services; its ability to retain and increase student enrollments; its ability to offer new courses and educational content; its ability to improve teaching quality and students’ learning results; its ability to improve sales and marketing efficiency and effectiveness; its ability to engage, train and retain new faculty members; its future business development, results of operations and financial condition; its ability to maintain and improve technology infrastructure necessary to operate its business; competition in the online education industry in China; relevant government policies and regulations relating to Sunlands’ corporate structure, business and industry; and general economic and business condition in China. Further information regarding these and other risks, uncertainties or factors is included in Sunlands’ filings with the U.S. Securities and Exchange Commission. All information provided in this press release is current as of the date of the press release, and Sunlands does not undertake any obligation to update such information, except as required under applicable law.

 

For investor and media enquiries, please contact:

 

Sunlands Technology Group
Investor Relations
Email: sl-ir@sunlands.com

 

SOURCE Sunlands Technology Group

 

2

FAQ

What share repurchase program did Sunlands Technology Group (STG) announce?

Sunlands approved a share repurchase program authorizing buybacks of up to US$50 million of its Class A ordinary shares in ADS form over 36 months. Repurchases may occur via open-market trades, privately negotiated deals or other permitted methods, following SEC Rule 10b-18 and typically under a Rule 10b5-1 plan.

Over what period will Sunlands (STG) conduct its US$50 million buyback?

The Sunlands share repurchase authorization runs for up to 36 months. During this period, the company may repurchase shares from time to time depending on market conditions and in compliance with applicable rules, rather than on a fixed schedule or pre-committed volume pattern.

What asset disposal did Sunlands Technology Group (STG) announce in the 6-K?

A Sunlands subsidiary agreed to dispose of 100% of the equity in Guangzhou Shangzhi Side Technology Co., Ltd. to Shouhui (Guangzhou) Medical Technology Co., Ltd. The buyer is described as an independent third party, and the transaction is explicitly stated not to be a related party deal.

How much consideration will Sunlands receive for the Guangzhou Shangzhi Side Technology disposal?

The equity transfer agreement provides for total consideration of RMB126.0 million, payable in installments. A portion of the proceeds is subject to a fund supervision agreement with Guangdong Huaxing Bank, adding structure to how some of the transaction cash is handled before final release.

What conditions must be satisfied before Sunlands’ asset disposal is completed?

Completion is subject to customary closing conditions including payment arrangements, release of supervised funds and completion of equity transfer registration with the competent market regulation authority. The company cautions there is no assurance all closing conditions will be satisfied in a timely manner or at all.

Filing Exhibits & Attachments

2 documents