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51Talk (NYSE: COE) director gains 45,907 shares from RSU vesting

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

51Talk Online Education Group director Wu Xiaoguang exercised restricted share units as part of equity compensation. On April 1, 2026, 45,907 RSUs vested and were converted into an equal number of Class A ordinary shares at an exercise price of $0.00 per share.

Following the conversion, Wu directly held 1,358,287 Class A ordinary shares. These shares are held in the form of American depositary shares, with each ADS representing sixty Class A ordinary shares. The RSUs were originally granted on July 1, 2024 under the company’s share incentive plans.

Positive

  • None.

Negative

  • None.
Insider Wu Xiaoguang
Role Director
Type Security Shares Price Value
Exercise Restricted Share Units (RSUs) 45,907 $0.00 --
Exercise Class A Ordinary Share, par value US$0.0001 45,907 $0.00 --
Holdings After Transaction: Restricted Share Units (RSUs) — 45,911 shares (Direct); Class A Ordinary Share, par value US$0.0001 — 1,358,287 shares (Direct)
Footnotes (1)
  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. Represents 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 issuer upon vesting. The RSUs were vested on April 1, 2026. The reporting person was granted 91,818 RSUs on July 1, 2024, subject to vesting schedule in two installments of 45,907 on April 1, 2026 and 45,911 July 1, 2026.
RSUs exercised 45,907 units Vested and converted on April 1, 2026
Shares received 45,907 Class A ordinary shares From RSU conversion on April 1, 2026
Post-transaction holdings 1,358,287 Class A ordinary shares Direct ownership after April 1, 2026 transactions
Original RSU grant 91,818 RSUs Granted on July 1, 2024
Future vesting tranche 45,911 RSUs Scheduled to vest on July 1, 2026
ADS ratio 1 ADS = 60 Class A shares Structure of American depositary shares
Restricted Share Units (RSUs) financial
"Represents RSUs granted to the reporting person pursuant to the issuer's share incentive plans."
Restricted share units (RSUs) are a form of employee pay where a company promises to give shares (or their cash value) to workers after certain conditions, usually time or performance, are met. For investors, RSUs matter because they can increase the number of shares outstanding and signal how management is being paid and incentivized—think of them as delayed bonuses that convert into ownership when vesting conditions are satisfied.
American depositary shares financial
"The Class A ordinary shares are held in the form of American depositary shares."
American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.
share incentive plans financial
"Represents RSUs granted to the reporting person pursuant to the issuer's share incentive plans."
vested financial
"The RSUs were vested on April 1, 2026."
Exercise or conversion of derivative security financial
"transaction_code_description: Exercise or conversion of derivative security"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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*
Wu Xiaoguang
(Last)(First)(Middle)
100 CYBERPORT ROAD, POKFULAM
(Street)
HONG KONGK300000
(City)(State)(Zip)
HONG KONG
(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
CodeVAmount(A) or (D)Price
Class A Ordinary Share, par value US$0.0001(1)04/01/2026M45,907A$01,358,287D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Share Units (RSUs)(2)04/01/2026M45,907 (3)07/01/2034Class A Ordinary Share, par value US$0.000145,907$045,911(4)D
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 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 issuer upon vesting.
3. The RSUs were vested on April 1, 2026.
4. The reporting person was granted 91,818 RSUs on July 1, 2024, subject to vesting schedule in two installments of 45,907 on April 1, 2026 and 45,911 July 1, 2026.
/s/ Xiaoguang Wu04/13/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did 51Talk (COE) director Wu Xiaoguang report?

Wu Xiaoguang reported the vesting and exercise of 45,907 RSUs, which converted into 45,907 Class A ordinary shares at $0.00 per share. This reflects equity compensation vesting rather than an open-market share purchase.

How many 51Talk (COE) shares does Wu Xiaoguang hold after this Form 4?

After the RSU vesting and conversion, Wu held 1,358,287 Class A ordinary shares directly. These holdings are in the form of American depositary shares, each representing sixty Class A ordinary shares, giving context to the scale of his ownership.

What were the terms of the RSU grant reported for 51Talk (COE)?

Wu was granted 91,818 RSUs on July 1, 2024, vesting in two equal installments. The schedule is 45,907 RSUs vesting on April 1, 2026 and 45,911 RSUs vesting on July 1, 2026, each delivering one Class A ordinary share.

Were the 51Talk (COE) RSUs exercised at a cash cost to Wu Xiaoguang?

No cash outlay was required for this RSU conversion. The 45,907 RSUs converted into an equal number of Class A ordinary shares at an exercise price of $0.00 per share, consistent with typical restricted share unit structures.

How are 51Talk (COE) Class A shares held according to this Form 4?

The filing states that the Class A ordinary shares are held in the form of American depositary shares (ADSs). Each ADS represents sixty Class A ordinary shares, which is important for understanding the economic interest represented by reported share counts.

Do these 51Talk (COE) transactions indicate an open-market buy or sale?

The transactions are coded M, indicating exercise or conversion of derivative securities from RSUs into shares. The data show no open-market purchases or sales; this is routine equity compensation vesting rather than discretionary trading activity.