Director Shu Ting covered exercise/tax liability with 12,000 units of Class A Ordinary Share, bought 7,471,500 units of Class A Ordinary Share and converted options into 760,220 units of Class A Ordinary Share, increasing direct ownership by 14% to 493,620 units (SEC Form 4)
$COE
Other Consumer Services
Real Estate
| 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 |
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| 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*
(Street)
(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)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 03/26/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | 07/10/2026 | M | 72,720 | A | $0 | 505,620 | D | |||
| Class A Ordinary Share, par value US$0.0001(1) | 07/14/2026 | F | 12,000 | D | $17.13(2) | 493,620 | D | |||
| Class A Ordinary Share, par value US$0.0001(1) | 03/30/2026 | M | 275,000 | A | $0 | 41,838,800 | I | By Dasheng Global Limited(3)(4) | ||
| Class A Ordinary Share, par value US$0.0001(1) | 05/18/2026 | M | 137,500 | A | $0 | 41,976,300 | I | By Dasheng Global Limited(3)(4) | ||
| Class A Ordinary Share, par value US$0.0001(1) | 06/30/2026 | M | 275,000 | A | $0 | 42,251,300 | I | By Dasheng Global Limited(3)(4) | ||
| Class A Ordinary Share, par value US$0.0001(1) | 7,297,560 | I | By Spouse(5) | |||||||
| Class A Ordinary Share, par value US$0.0001(1) | 03/26/2026(6)(7) | P(8) | 7,471,500 | A | (6)(7) | 30,862,800 | I | By Spouse(5) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | (9) | 07/10/2026 | A | 72,720 | (10) | 07/01/2035 | Class A Ordinary Share, par value US$0.0001 | 72,720 | $0 | 72,720 | D | ||||
| Restricted Share Units (RSUs) | (11) | 03/30/2026 | M | 275,000 | (12) | 06/30/2033 | Class A Ordinary Share, par value US$0.0001 | 275,000 | $0 | 275,000(13) | I | By Spouse(5) | |||
| Restricted Share Units (RSUs) | (11) | 05/18/2026 | M | 137,500 | (14) | 02/18/2035 | Class A Ordinary Share, par value US$0.0001 | 137,500 | $0 | 962,500(15) | I | By Spouse(5) | |||
| Restricted Share Units (RSUs) | (11) | 06/30/2026 | M | 275,000 | (16) | 06/30/2033 | Class A Ordinary Share, par value US$0.0001 | 275,000 | $0 | 0(17) | I | By Spouse(5) | |||
| 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. Represents 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"). |
| 3. Each 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. |
| 4. The 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. |
| 5. The 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. |
| 6. These 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. |
| 7. Except 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. |
| 8. These transactions were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person's spouse on December 25, 2025. |
| 9. Represents 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. |
| 10. The 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. |
| 11. Represents 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. |
| 12. The RSUs were vested on March 30, 2026. |
| 13. The 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. |
| 14. The RSUs vested on May 18, 2026. |
| 15. The 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. |
| 16. The RSUs vested on June 30, 2026. |
| 17. The 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. |
| /s/ Ting Shu | 07/20/2026 | |
| ** 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) | ||