SEC Form 4 · accession 0001104659-26-084915
51Talk Online Education Group · COE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ting Shu
Director
Period of report
Mar 26, 2026
Accepted (ET)
Jul 20, 2026 · 8:52 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 | Jul 10, 2026 | M | 72,720 | $0.00 | A | 505,620 | D | |
| Class A Ordinary Share, par value US$0.0001F1,F2 | Jul 14, 2026 | F | 12,000 | $17.13 | D | 493,620 | D | |
| Class A Ordinary Share, par value US$0.0001F1,F3,F4 | Mar 30, 2026 | M | 275,000 | $0.00 | A | 41,838,800 | I | By Dasheng Global Limited |
| Class A Ordinary Share, par value US$0.0001F1,F3,F4 | May 18, 2026 | M | 137,500 | $0.00 | A | 41,976,300 | I | By Dasheng Global Limited |
| Class A Ordinary Share, par value US$0.0001F1,F3,F4 | 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,F6,F7,F5 | Mar 26, 2026 | P$0 | 7,471,500 | — | A | 30,862,800 | I | By Spouse |
| Class A Ordinary Share, par value US$0.0001F1,F5 | holding | — | — | — | 7,297,560 | 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)F9,F10 | — | Jul 10, 2026 | A | 72,720 | A | — | Jul 1, 2035 | Class A Ordinary Share, par value US$0.0001 | 72,720 | 72,720 | D |
| Restricted Share Units (RSUs)F13,F5,F11,F12 | — | Mar 30, 2026 | M | 275,000 | D | — | Jun 30, 2033 | Class A Ordinary Share, par value US$0.0001 | 275,000 | 275,000 | I |
| Restricted Share Units (RSUs)F15,F5,F11,F14 | — | May 18, 2026 | M | 137,500 | D | — | Feb 18, 2035 | Class A Ordinary Share, par value US$0.0001 | 137,500 | 962,500 | I |
| Restricted Share Units (RSUs)F17,F5,F11,F16 | — | 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. Each American depositary share represents sixty Class A ordinary shares.
- F10The reporting person was granted 145,440 RSUs on July 10, 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.
- F11Represents RSUs granted to the reporting person's spouse pursuant to the issuer's share incentive plans. Each RSU represents the contingent right to receive one (1) class A ordinary share of issuer upon vesting.
- F12The RSUs were vested on March 30, 2026.
- F13The reporting person's spouse 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.
- F14The RSUs vested on May 18, 2026.
- F15The reporting person's spouse was granted 1,100,000 RSUs on February 18, 2025, subject to a vesting schedule of eight equal quarterly installments commencing May 18, 2026. Following the vesting reported herein, 962,500 Class A ordinary shares remain subject to future vesting under this grant. The RSUs are held indirectly by the reporting person's spouse through Dasheng Global Limited.
- F16The RSUs vested on June 30, 2026.
- F17The reporting person's spouse 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's spouse through Dasheng Global Limited.
- F2Represents Class A ordinary shares, in the form of American depositary shares, sold pursuant to a mandatory, non-discretionary, sell-to-cover arrangement for the purpose of satisfying reporting person's income tax liabilities incurred upon vesting of restricted share units ("RSUs").
- F3Each of Dasheng Online Limited and Dasheng Global Limited is a British Virgin Islands company. The reporting person is the sole director of Dasheng Online Limited, and Mr. Jack Jiajia Huang, who is the spouse of the reporting person, is the sole director of Dasheng Global Limited. Each of Dasheng Online Limited and Dasheng Global 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.
- F4The settlors of TB Family Trust are reporting person and Mr. Jack Jiajia Huang. The reporting person, Mr. Jack Jiajia Huang and their family members are beneficiaries under TB Family Trust. As a result, both reporting person and Mr. Jack Jiajia Huang are deemed to be beneficial owners of the shares directly held by Dasheng Online Limited and Dasheng Global Limited.
- F5The reporting person disclaims beneficial ownership of the shares held by her spouse except to the extent of her pecuniary interest, if any, and this report should not be deemed an admission that the reporting person is the beneficial owner of her spouse's shares for purposes of Section 16 or for any other purpose.
- F6These transactions represent open-market purchases of Class A ordinary shares, in the form of American depositary shares, effected by HH Talent Limited during the period from March 26, 2026 through July 13, 2026. HH Talent Limited is a British Virgin Islands company. The reporting person's spouse 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's spouse. The reporting person's spouse is deemed to be the beneficial owner of the shares directly held by HH Talent Limited.
- F7Except where a single execution price is indicated, the transactions were executed through a broker-dealer in multiple same-day, same-way purchases and are reported on an aggregate basis at weighted average prices, rounded to the nearest cent; 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 Class A ordinary shares purchased at each separate price. All such Class A ordinary shares were purchased by HH Talent Limited in the form of American depositary shares. Additional information regarding these purchases is included in the Form 4 filings made by the reporting person's spouse, Mr. Jack Jiajia Huang, on April 13, 2026, April 22, 2026, April 27, 2026, May 8, 2026, May 13, 2026, May 19, 2026, May 26, 2026, June 1, 2026, June 10, 2026, June 18, 2026, June 26, 2026, June 30, 2026, July 8, 2026, July 13, 2026 and July 20, 2026.
- F8These transactions were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person's spouse on December 25, 2025.
- F9Represents RSU 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.