SEC Form 4 · accession 0001104659-26-079099
51Talk Online Education Group · COE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jack Jiajia Huang
Officer — Chief Executive Officer · Director · 10% Owner
Period of report
Jun 23, 2026
Accepted (ET)
Jun 30, 2026 · 8:03 am EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001659494
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Ordinary Share, par value US$0.0001F1,F2 | Jun 30, 2026 | M | 275,000 | $0.00 | A | 42,251,300 | I | By Dasheng Global Limited |
| Class A Ordinary Share, par value US$0.0001F1,F4,F5 | Jun 23, 2026 | P | 12,000 | $15.63 | A | 27,308,880 | I | By HH Talent Limited |
| Class A Ordinary Share, par value US$0.0001F1,F6,F5 | Jun 23, 2026 | P | 13,620 | $15.50 | A | 27,322,500 | I | By HH Talent Limited |
| Class A Ordinary Share, par value US$0.0001F1,F7,F5 | Jun 23, 2026 | P | 72,780 | $16.01 | A | 27,395,280 | I | By HH Talent Limited |
| Class A Ordinary Share, par value US$0.0001F1,F5 | Jun 23, 2026 | P | 60,000 | $16.00 | A | 27,455,280 | I | By HH Talent Limited |
| Class A Ordinary Share, par value US$0.0001F1,F8,F5 | Jun 23, 2026 | P | 60,000 | $16.00 | A | 27,515,280 | I | By HH Talent Limited |
| Class A Ordinary Share, par value US$0.0001F1,F9,F5 | Jun 23, 2026 | P | 30,000 | $16.00 | A | 27,545,280 | I | By HH Talent Limited |
| Class A Ordinary Share, par value US$0.0001F1,F10,F5 | Jun 24, 2026 | P | 3,720 | $15.04 | A | 27,549,000 | I | By HH Talent Limited |
| Class A Ordinary Share, par value US$0.0001F1,F11,F5 | Jun 24, 2026 | P | 210,000 | $15.46 | A | 27,759,000 | I | By HH Talent Limited |
| Class A Ordinary Share, par value US$0.0001F1,F12,F5 | Jun 24, 2026 | P | 60,000 | $14.85 | A | 27,819,000 | I | By HH Talent Limited |
| Class A Ordinary Share, par value US$0.0001F1,F13,F5 | Jun 24, 2026 | P | 58,500 | $14.81 | A | 27,877,500 | I | By HH Talent Limited |
| Class A Ordinary Share, par value US$0.0001F1,F14,F5 | Jun 24, 2026 | P | 60,000 | $15.19 | A | 27,937,500 | I | By HH Talent Limited |
| Class A Ordinary Share, par value US$0.0001F1,F15,F5 | Jun 24, 2026 | P | 60,000 | $15.40 | A | 27,997,500 | I | By HH Talent Limited |
| Class A Ordinary Share, par value US$0.0001F1,F16,F5 | Jun 24, 2026 | P | 60,000 | $15.36 | A | 28,057,500 | I | By HH Talent Limited |
| Class A Ordinary Share, par value US$0.0001F1,F17,F5 | Jun 25, 2026 | P | 150,600 | $15.76 | A | 28,208,100 | I | By HH Talent Limited |
| Class A Ordinary Share, par value US$0.0001F1,F5 | Jun 26, 2026 | P | 60 | $14.85 | A | 28,208,160 | I | By HH Talent Limited |
| Class A Ordinary Share, par value US$0.0001F1,F18,F5 | Jun 26, 2026 | P | 151,800 | $15.61 | A | 28,359,960 | I | By HH Talent Limited |
| Class A Ordinary Share, par value US$0.0001F1 | holding | — | — | — | 7,297,560 | D | ||
| Class A Ordinary Share, par value US$0.0001F1,F19 | holding | — | — | — | 432,900 | I | By Spouse |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Share Units (RSUs)F22,F2,F20,F21 | — | Jun 30, 2026 | M | 275,000 | D | — | Jun 30, 2033 | Class A Ordinary Share, par value US$0.0001 | 275,000 | 0 | I |
Explanation of responses
- F1The Class A ordinary shares are held in the form of American depositary shares ("ADS"). Each ADS represents sixty Class A ordinary shares.
- F10The 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 $14.88 to $15.63 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).
- F11The 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 $14.75 to $16.08 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).
- F12The 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 at $14.85 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).
- F13The 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 $14.78 to $14.85 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).
- F14The 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 $14.90 to $15.20 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).
- F15The 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 at $15.40 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).
- F16The 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 at $15.36 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).
- F17The 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 $15.51 to $16.24 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).
- F18The 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 $15.15 to $15.90 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).
- F19The 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.
- F2Each 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.
- F20Represents 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.
- F21The RSUs vested on June 30, 2026.
- F22The reporting person was granted 550, 000 RSUs on June 30, 2023, subject to vesting schedule in two equal installments on March 30, 2026 and June 30, 2026. This Form 4 reports the vesting on June 30, 2026 of the remaining 275,000 RSUs under the grant. Following the vesting reported herein, no Class A ordinary shares remain subject to future vesting under this grant. The RSUs are held indirectly by the reporting person through Dasheng Global Limited.
- F3These transactions were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person on December 25, 2025.
- F4The 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 $15.45 to $16.00 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).
- F5HH 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.
- F6The 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 at $15.50 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).
- F7The 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 $14.99 to $16.53 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).
- F8The 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 at $16.00 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).
- F9The 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 at $16.00 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).