51Talk Online Education Group · Exercise / conversion · Class A Ordinary Share, par value US$0.0001

What does this filing report?

An SEC Form 4 filing for 51Talk Online Education Group records an exercise / conversion involving Class A Ordinary Share, par value US$0.0001 on August 18, 2026. The reported quantity was 137,500. The filing date is October 8, 2026. This is one transaction record; amounts are not allocated among any joint reporting owners.

The acquisition category describes how securities were received. It does not by itself establish a cash purchase of common stock. Read the transaction code definitionsand the original filing before interpreting the amounts.

Filing footnotes & remarks

F1

The Class A ordinary shares are held in the form of American depositary shares ("ADS"). Each ADS represents sixty Class A ordinary shares.

F2

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 the reporting person's income tax liabilities incurred upon vesting of restricted share units ("RSUs").

F3

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.

F4

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.

F5

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.

F6

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 April 10, 2026 through September 25, 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.

F7

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 July 23, 2026, July 27, 2026, July 30, 2026, August 5, 2026, August 10, 2026, August 12, 2026, August 13, 2026, August 21, 2026 and October 8, 2026.

F8

Except for the purchases made from September 17, 2026 through September 25, 2026, these transactions were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person's spouse on December 25, 2025.

F9

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.

F10

The RSUs vested on October 1, 2026.

F11

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. Following the vesting reported herein, 54,540 Class A ordinary shares remain subject to future vesting under this grant.

F12

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.

F13

The RSUs vested on August 18, 2026.

F14

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, 825,000 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.

Footnotes are reproduced as plain text from the current source filing. For the full context, read the original SEC filing.