SEC Form 4 · accession 0002029760-26-000001
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
Jul 14, 2026
Accepted (ET)
Jul 23, 2026 · 7:19 am EDT
Rule 10b5-1 plan
yes — trade under a plan
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,F3,F4 | Jul 14, 2026 | P | 178,800 | $17.23 | A | 31,041,600 | I | By HH Talent Limited |
| Class A Ordinary Share, par value US$0.0001F1,F5,F4 | Jul 15, 2026 | P | 135,540 | $16.93 | A | 31,177,140 | I | By HH Talent Limited |
| Class A Ordinary Share, par value US$0.0001F1,F6,F4 | Jul 16, 2026 | P | 111,840 | $16.60 | A | 31,288,980 | I | By HH Talent Limited |
| Class A Ordinary Share, par value US$0.0001F1,F7,F4 | Jul 17, 2026 | P | 83,460 | $16.56 | A | 31,372,440 | I | By HH Talent Limited |
| Class A Ordinary Share, par value US$0.0001F1,F8,F4 | Jul 20, 2026 | P | 112,500 | $16.68 | A | 31,484,940 | 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,F9 | holding | — | — | — | 493,620 | I | By Spouse | |
| Class A Ordinary Share, par value US$0.0001F1,F10 | holding | — | — | — | 42,251,300 | I | By Dasheng Global Limited |
Table II — derivative securities
No Table II lines on this filing.
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.
- F10Each 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.
- F2These transactions were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person on December 25, 2025.
- F3The 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 $16.65 to $17.56 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).
- F4HH 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.
- F5The 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 $16.41 to $17.50 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).
- 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 ranging from $16.43 to $16.76 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 $16.14 to $17.13 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 ranging from $16.36 to $16.86 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 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.
Remarks
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.