6-K

UNITEDSTATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN ISSUERPURSUANT TO RULE 13a-16 OR 15d-16 OFTHE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2024

Commission file number: 001-38423

SUNLANDSTECHNOLOGY GROUP

(Exact Name of Registrant as Specified in Its Charter)

Building 6, Chaolai Science Park, No. 36

Chuangyuan Road, ChaoyangDistrict

Beijing, 100012, thePeople’s Republic of China

+86-10-52413738

****(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.    Form 20-F  ☒       Form 40-F  ☐

EXHIBIT INDEX

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Exhibit 99.1

Sunlands TechnologyGroup Announces Unaudited

First Quarter2024 Financial Results

BEIJING,May 24, 2024 -- Sunlands Technology Group(NYSE: STG) (“Sunlands” or the “Company”), a leader in China’s adult online education market and China’s adult personal interest learning market, today announced its unaudited financial results for the first quarter ended March 31, 2024.

FirstQuarter 2024 Financial and Operational Snapshots

^1^ Net income margin is defined as net income as a percentage of net revenues.

^2^ New student enrollments for a given period refer to the total number of orders placed by students that newly enroll in at least one course during that period, including those students that enroll and then terminate their enrollment with us, excluding orders of our low-price courses, such as “mini courses” and “RMB1 courses”, which we offer in the form of recorded videos or short live streaming, to strengthen our competitiveness and improve customer experience.)

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“Reflecting on the first quarter of 2024, we've maintained stability amidst challenging conditions. Despite year-over-year decrease, our net revenues and net income for the quarter stood at RMB523.2 million and RMB112.7 million respectively. This marks our sustained profitability, underscoring our operational efficiency and commitment to shareholder value. Additionally, our enrollment figures surged by 22.8%, attributable to our enhanced proficiency in acquiring students. This improvement reflects our dedicated initiatives to attract new users and enhance user retention and engagement by refining our course offerings to meet diverse learning needs.

Looking ahead, we remain optimistic about our long-term profitability. We endeavor to closely monitor and enhance student experience across all phases of teaching, learning, assessment, and practice. Moving forward, we're dedicated to delivering exceptional services and products while exploring avenues for further business growth and operational efficiency improvements.” said Mr. Tongbo Liu, Chief Executive Officer of Sunlands.

Mr. Hangyu Li, finance director of Sunlands, commented, “Throughout the first quarter, we continued our efforts to improve operational efficiency and optimize our cost structure. Since the fourth quarter of 2021, the net income margin has remained consistently above 20%. We also achieved our third consecutive quarter of net cash inflow from operations, providing a solid financial foundation for the long-term growth of our business. This demonstrates the resilience and adaptability of our business model. Going forward, we will continue to optimize our product mix while maintaining efficient operations. These strategic initiatives will enable us to capitalize on emerging opportunities, strengthen our leadership position in the industry and continue to create value for our shareholders.”

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Financial Resultsfor the First Quarter of 2024Net RevenuesIn the first quarterof 2024, net revenues decreased by 7.7% to RMB523.2 million (US$72.5 million) from RMB566.9 million in the first quarter of 2023. Thedecrease was primarily driven by the decline in gross billings from post-secondary courses over the recent quarters, partially offsetby the growth in revenues from sales of goods such as books and learning materials.Cost of RevenuesCost of revenuesincreased by 13.2% to RMB77.2 million (US$10.7 million) in the first quarter of 2024 from RMB68.2 million in the first quarter of 2023.The increase was primarily due to an increase in the cost of revenues from sales of goods such as books and learning materials.Gross ProfitGross profit decreasedby 10.6% to RMB446.1 million (US$61.8 million) in the first quarter of 2024 from RMB498.7 million in the first quarter of 2023.Operating ExpensesIn the first quarterof 2024, operating expenses were RMB341.1 million (US$47.2 million), representing a 6.4% increase from RMB320.7 million in the firstquarter of 2023.Sales and marketingexpenses increased by 11.1% to RMB301.6 million (US$41.8 million) in the first quarter of 2024 from RMB271.4 million in the first quarterof 2023. The increase was mainly due to a growth in spending on sales activities, including enhanced compensation for sales personnelas well as increased spending on branding and marketing activities focusing on interest courses offerings.General and administrativeexpenses decreased by 17.9% to RMB32.6 million (US$4.5 million) in the first quarter of 2024 from RMB39.6 million in the first quarterof 2023. The decrease was mainly due to the decline in rental expenses as certain leases for office space were partially terminated in2023 before the expiration of the lease term for cost saving.Product developmentexpenses decreased by 27.6% to RMB7.0 million (US$1.0 million) in the first quarter of 2024 from RMB9.7 million in the first quarterof 2023. The decrease was mainly due to declined compensation expenses related to headcount reduction of our product development personnel. 3 Net IncomeNet income forthe first quarter of 2024 was RMB112.7 million (US$15.6 million), as compared to RMB180.1 million in the first quarter of 2023.Basic and DilutedNet Income Per ShareBasic and dilutednet income per share was RMB16.44 (US$2.28) in the first quarter of 2024.Cash, Cash Equivalents,Restricted Cash and Short-term InvestmentsAs of March 31,2024, the Company had RMB803.5 million (US$111.3 million) of cash, cash equivalents and restricted cash and RMB179.7 million (US$24.9million) of short-term investments, as compared to RMB766.4 million of cash, cash equivalents and restricted cash and RMB142.1 millionof short-term investments as of December 31, 2023.Deferred RevenueAs of March 31,2024, the Company had a deferred revenue balance of RMB1,044.9 million (US$144.7 million), as compared to RMB1,113.9 million as of December31, 2023.Share RepurchaseOn December 6,2021, the Company’s board of directors authorized a share repurchase program, under which the Company may repurchase up to US$15.0million of Class A ordinary shares in the form of ADSs over the next 24 months. On December 1, 2023, the Company’s board of directorsauthorized to extend its share repurchase program over the next twenty-four months. As of May 21, 2024, the Company had repurchased anaggregate of 502,139 ADSs for approximately US$2.5 million under the share repurchase program.OutlookForthe second quarter of 2024, Sunlands currently expects net revenues to be between RMB480 million to RMB500 million, which would representa decrease of 5.0% to 8.8% year-over-year. The above outlook is based on the current market conditions and reflects the Company’scurrent and preliminary estimates of market and operating conditions and customer demand, which are all subject to substantial uncertainty. 4 Exchange RateThe Company’sbusiness is primarily conducted in China and all revenues are denominated in Renminbi (“RMB”). This announcement containscurrency conversions of RMB amounts into U.S. dollars (“US$”) solely for the convenience of the reader. Unless otherwisenoted, all translations from RMB to US$ are made at a rate of RMB7.2203 to US$1.00, the effective noon buying rate for March 29, 2024as set forth in the H.10 statistical release of the Federal Reserve Board. No representation is made that the RMB amounts could havebeen, or could be, converted, realized or settled into US$ at that rate on March 29, 2024, or at any other rate.Conference Call and WebcastSunlands’management team will host a conference call at 7:00 AM U.S. Eastern Time, (7:00 PM Beijing/Hong Kong time) on May 24, 2024, followingthe quarterly results announcement.Forparticipants who wish to join the call, please access the link provided below to complete online registration 15 minutes prior to thescheduled call start time. Upon registration, participants will receive details for the conference call, including dial-in numbers, apersonal PIN and an e-mail with detailed instructions to join the conference call.RegistrationLink:https://register.vevent.com/register/BI3a767e6d591c4806943f7c8f6a578811Additionally,a live webcast and archive of the conference call will be available on the Investor Relations section of Sunlands' website at https://ir.sunlands.com/. 5 AboutSunlandsSunlandsTechnology Group (NYSE: STG) (“Sunlands” or the “Company”), formerly known as Sunlands Online Education Group,is a leader in China’s adult online education market and China’s adult personal interest learning market. With a one to manylive streaming platform, Sunlands offers various degree- or diploma-oriented post-secondary courses as well as professional certificationpreparation, professional skills and interest courses. Students can access the Company's services either through PC or mobile applications.The Company's online platform cultivates a personalized, interactive learning environment by featuring a virtual learning community anda vast library of educational content offerings that adapt to the learning habits of its students. Sunlands offers a unique approachto education research and development that organizes subject content into Learning Outcome Trees, the Company's proprietary knowledgemanagement system. Sunlands has a deep understanding of the educational needs of its prospective students and offers solutions that helpthem achieve their goals.AboutNon-GAAP Financial MeasuresWeuse gross billings, EBITDA, non-GAAP operating cost and expenses, non-GAAP income from operations and Non-GAAP net income pershare, each a non-GAAP financial measure, in evaluating our operating results and for financial and operational decision-making purposes.Wedefine gross billings for a specific period as the total amount of cash received for the sale of course packages, net of the total amountof refunds paid in such period. Our management uses gross billings as a performance measurement because we generally bill our studentsfor the entire course tuition at the time of sale of our course packages and recognize revenue proportionally over a period. EBITDA isdefined as net income excluding depreciation and amortization, interest expense, interest income, and income tax expenses. We believethat gross billings and EBITDA provide valuable insight into the sales of our course packages and the performance of our business.Thesenon-GAAP financial measures should not be considered in isolation from, or as a substitute for, their most directly comparable financialmeasure prepared in accordance with GAAP. A reconciliation of the historical non-GAAP financial measures to their respective most directlycomparable GAAP measure has been provided in the tables included below. 6 Investors are encouraged to review the reconciliation of thehistorical non-GAAP financial measures to their respective most directly comparable GAAP financial measures. As gross billings, EBITDA,operating cost and expenses excluding share-based compensation expenses, general and administrative expenses excluding share-based compensationexpenses, sales and marketing expenses excluding share-based compensation expenses, product development expenses excluding share-basedcompensation expenses, non-GAAP net income exclude share-based compensation expenses, and basic and diluted net income per shareexcluding share-based compensation expenses have material limitations as an analytical metric and may not be calculated in the samemanner by all companies, it may not be comparable to other similarly titled measures used by other companies. In light of the foregoinglimitations, you should not consider gross billings and EBITDA as a substitute for, or superior to, their respective most directly comparablefinancial measures prepared in accordance with GAAP. We encourage investors and others to review our financial information in its entiretyand not rely on a single financial measure. 7 SafeHarbor StatementThis press releasecontains forward-looking statements made under the “safe harbor” provisions of Section 21E of the Securities Exchange Actof 1934, as amended, and the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identifiedby terminology such as “will,” “expects,” “anticipates,” “future,” “intends,”“plans,” “believes,” “estimates,” “confident” and similar statements. Sunlands may alsomake written or oral forward-looking statements in its reports filed with or furnished to the U.S. Securities and Exchange Commission,in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directorsor employees to third parties. Any statements that are not historical facts, including statements about Sunlands' beliefs and expectations,are forward-looking statements that involve factors, risks and uncertainties that could cause actual results to differ materially fromthose in the forward-looking statements. Such factors and risks include, but not limited to the following: Sunlands' goals and strategies;its expectations regarding demand for and market acceptance of its brand and services; its ability to retain and increase student enrollments;its ability to offer new courses and educational content; its ability to improve teaching quality and students’ learning results;its ability to improve sales and marketing efficiency and effectiveness; its ability to engage, train and retain new faculty members;its future business development, results of operations and financial condition; its ability to maintain and improve technology infrastructurenecessary to operate its business; competition in the online education industry in China; relevant government policies and regulationsrelating to Sunlands’ corporate structure, business and industry; and general economic and business condition in China Furtherinformation regarding these and other risks, uncertainties or factors is included in the Sunlands' filings with the U.S. Securities andExchange Commission. All information provided in this press release is current as of the date of the press release, and Sunlands doesnot undertake any obligation to update such information, except as required under applicable law.Forinvestor and media enquiries, please contact:SunlandsTechnology GroupInvestorRelationsEmail:sl-ir@sunlands.comSOURCE:Sunlands Technology Group 8 SUNLANDS TECHNOLOGYGROUPUNAUDITED CONDENSEDCONSOLIDATED BALANCE SHEETS(Amounts in thousands,except for share and per share data, or otherwise noted)| | As of December 31, | As of March 31, | || --- | --- | --- | --- || | 2023 | 2024 | || | RMB | RMB | US$ || ASSETS | | | || Current assets | | | || Cash and cash equivalents | 763,800 | 800,476 | 110,865 || Restricted cash | 2,578 | 3,055 | 423 || Short-term investments | 142,084 | 179,661 | 24,883 || Prepaid expenses and other current assets | 109,018 | 106,139 | 14,700 || Deferred costs, current | 14,274 | 10,068 | 1,394 || Total current assets | 1,031,754 | 1,099,399 | 152,265 || Non-current assets | | | || Property and equipment, net | 786,670 | 779,559 | 107,968 || Intangible assets, net | 975 | 751 | 104 || Right-of-use assets | 135,820 | 130,377 | 18,057 || Deferred costs, non-current | 68,773 | 61,499 | 8,518 || Long-term investments | 61,354 | 56,540 | 7,831 || Other non-current assets | 33,160 | 34,337 | 4,756 || Total non-current assets | 1,086,752 | 1,063,063 | 147,234 || TOTAL ASSETS | 2,118,506 | 2,162,462 | 299,499 || LIABILITIES AND SHAREHOLDERS’ EQUITY | | | || LIABILITIES | | | || Current liabilities | | | || Accrued expenses and other current liabilities | 409,691 | 417,455 | 57,820 || Deferred revenue, current | 553,812 | 480,712 | 66,578 || Lease liabilities, current portion | 8,019 | 8,587 | 1,189 || Long-term debt, current portion | 38,654 | 38,654 | 5,354 || Total current liabilities | 1,010,176 | 945,408 | 130,941 | 9 SUNLANDS TECHNOLOGYGROUPUNAUDITED CONDENSEDCONSOLIDATED BALANCE SHEETS-continued(Amounts in thousands,except for share and per share data, or otherwise noted)| | As of March 31, | || --- | --- | --- || | 2024 | || | RMB | US$ || Non-current liabilities | | || Deferred revenue, non-current | 564,154 | 78,134 || Lease liabilities, non-current portion | 150,579 | 20,855 || Deferred tax liabilities | 3,106 | 430 || Other non-current liabilities | 7,067 | 979 || Long-term debt, non-current portion | 95,001 | 13,157 || Total non-current liabilities | 819,907 | 113,555 || TOTAL LIABILITIES | 1,765,315 | 244,496 || SHAREHOLDERS’ EQUITY | | || Class A ordinary shares (par value of US0.00005, 796,062,195 shares | | || authorized; 3,131,807 and 3,131,807 shares issued as of December 31, 2023 | | || and March 31, 2024, respectively; 2,702,523 and 2,697,294 shares | | || outstanding as of December 31, 2023 and March 31, 2024, respectively) | 1 | - || Class B ordinary shares (par value of US0.00005, 826,389 shares | | || authorized; 826,389 and 826,389 shares issued and outstanding | | || as of December 31, 2023 and March 31, 2024, respectively) | - | - || Class C ordinary shares (par value of US0.00005, 203,111,416 shares | | || authorized; 3,332,062 and 3,332,062 shares issued and outstanding | | || as of December 31, 2023 and March 31, 2024, respectively) | 1 | - || Treasury stock | - | - || Accumulated deficit | (2,058,549) | (285,106) || Additional paid-in capital | 2,304,369 | 319,151 || Accumulated other comprehensive income | 152,812 | 21,164 || Total Sunlands Technology Group shareholders’ equity | 398,634 | 55,209 || Non-controlling interest | (1,487) | (206) || TOTAL SHAREHOLDERS’ EQUITY | 397,147 | 55,003 || TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 2,162,462 | 299,499 |All values are in US Dollars. 10 SUNLANDS TECHNOLOGYGROUPUNAUDITED CONDENSEDCONSOLIDATED STATEMENTS OF OPERATIONS(Amounts in thousands,except for share and per share data, or otherwise noted)| For the Three Months Ended March 31, || --- || | 2023 | 2024 | || --- | --- | --- | --- || | RMB | RMB | US$ || Net revenues | 566,876 | 523,240 | 72,468 || Cost of revenues | (68,155) | (77,163) | (10,687) || Gross profit | 498,721 | 446,077 | 61,781 || Operating expenses | | | || Sales and marketing expenses | (271,414) | (301,575) | (41,768) || Product development expenses | (9,680) | (7,010) | (971) || General and administrative expenses | (39,640) | (32,552) | (4,508) || Total operating expenses | (320,734) | (341,137) | (47,247) || Income from operations | 177,987 | 104,940 | 14,534 || Interest income | 6,561 | 9,289 | 1,287 || Interest expense | (2,124) | (1,604) | (222) || Other income, net | 8,798 | 5,780 | 801 || Income before income tax (expenses)/benefit | | | || and loss from equity method investments | 191,222 | 118,405 | 16,400 || Income tax (expenses)/benefit | (7,731) | 391 | 54 || Loss from equity method investments | (3,384) | (6,061) | (839) || Net income | 180,107 | 112,735 | 15,615 || Less: net income attributable to non-controlling interest | 1 | - | - || Net income attributable to Sunlands Technology Group | 180,106 | 112,735 | 15,615 || Net income per share attributable to ordinary shareholders of | | | || Sunlands Technology Group: | | | || Basic and diluted | 26.00 | 16.44 | 2.28 || Weighted average shares used in calculating net income | | | || per ordinary share: | | | || Basic and diluted | 6,926,440 | 6,857,016 | 6,857,016 | 11 SUNLANDS TECHNOLOGYGROUPUNAUDITED CONDENSEDCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME(Amounts in thousands)| | For the Three Months Ended March 31, | | || --- | --- | --- | --- || | 2023 | 2024 | || | RMB | RMB | US$ || Net income | 180,107 | 112,735 | 15,615 || Other comprehensive (loss)/income, net of tax effect of nil: | | | || Change in cumulative foreign currency translation adjustments | (2,327) | 9,536 | 1,321 || Total comprehensive income | 177,780 | 122,271 | 16,936 || Less: comprehensive income attributable<br> to non-controlling interest | 1 | - | - || Comprehensive income attributable to Sunlands Technology Group | 177,779 | 122,271 | 16,936 | 12 SUNLANDS TECHNOLOGYGROUPRECONCILIATION OF GAAPAND NON-GAAP RESULTS(Amounts in thousands)| For the Three Months Ended March 31, || --- || | 2023 | 2024 || --- | --- | --- || | RMB | RMB || Net revenues | 566,876 | 523,240 || Less: other revenues | (41,847) | (58,874) || Add: tax and surcharges | 17,995 | 16,369 || Add: ending deferred revenue | 1,513,896 | 1,044,866 || Add: ending refund liability | 112,188 | 130,840 || Less: beginning deferred revenue | (1,690,946) | (1,113,923) || Less: beginning refund liability | (133,066) | (143,744) || Gross billings (non-GAAP) | 345,096 | 398,774 || Net income | 180,107 | 112,735 || Add: income tax expenses/(benefit) | 7,731 | (391) || depreciation and amortization | 7,590 | 7,431 || interest expense | 2,124 | 1,604 || Less: interest income | (6,561) | (9,289) || EBITDA (non-GAAP) | 190,991 | 112,090 | 13