Bright Scholar (NYSE: BEDU) merger pays US$0.575 per share in cash

Rhea-AI Filing Summary

Bright Scholar Education Holdings completed a merger on December 16, 2025, after which it became a wholly owned subsidiary of a parent company. Each ordinary share (other than excluded or dissenting shares and shares represented by ADSs) was cancelled for US$0.575 in cash per share, and each ADS was cancelled for US$2.30 in cash per ADS, less a US$5.00 cancellation fee for each 100 ADSs, with all cash amounts paid without interest and net of any applicable withholding taxes.

Vested Company options with value above the merger price were cashed out, while unvested options were cancelled for no consideration, and dissenting shares now only represent rights to payments under the merger agreement. The ADSs ceased trading on the NYSE on December 16, 2025, and Bright Scholar has requested NYSE delisting and plans to file a Form 15 to end SEC reporting. Reporting persons Huiyan Yang and Sure Brilliant Global Limited now report beneficial ownership of 0 shares, or 0% of the class, making this a final exit amendment.

Insights

Corporate actions analyst

Bright Scholar completed a cash merger, delisting ADSs and ending prior major ownership positions.

Bright Scholar Education Holdings reports that its merger became effective on December 16, 2025, leaving it as a wholly owned subsidiary of a parent entity. Ordinary shareholders (other than excluded and dissenting holders) receive US$0.575 per share in cash, while ADS holders receive US$2.30 per ADS, reduced by a US$5.00 cancellation fee for each 100 ADSs, with payments made without interest and net of any applicable withholding taxes.

The treatment of equity awards is fully cash‑settled or cancelled: vested, in‑the‑money Company options are paid out based on the difference between the merger price and exercise price, and unvested options are cancelled for nil consideration. ADSs ceased trading on the NYSE on December 16, 2025, and the company is pursuing NYSE delisting via Form 25 followed by a Form 15 to suspend and ultimately terminate Exchange Act reporting.

For ownership, the filing states that Huiyan Yang and Sure Brilliant Global Limited now beneficially own 0.00 shares and have 0% of the class, with no voting or dispositive power. As of December 16, 2025, they ceased to be beneficial owners of more than five percent of the ordinary shares, and this amendment is explicitly designated as their final exit filing under Schedule 13D.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)

Bright Scholar Education Holdings Limited

(Name of Issuer)

Class A Ordinary Shares, par value $0.00001 per share Class B Ordinary Shares, par value $0.00001 per share

(Title of Class of Securities)

109199208

(CUSIP Number)

Huiyan Yang
No.1, Country Garden Road, Beijiao Town, Shunde District Foshan
Guangdong, F4, 528300
86 757 2666 2233

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

12/16/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 109199208

1

Name of reporting person

Yang Huiyan

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

HONG KONG

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 109199208

1

Name of reporting person

SURE BRILLIANT GLOBAL LIMITED

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Ordinary Shares, par value $0.00001 per share Class B Ordinary Shares, par value $0.00001 per share
(b)	Name of Issuer: Bright Scholar Education Holdings Limited
(c)	Address of Issuer's Principal Executive Offices: Suites 6-7, The Turvill Bldg Old Swiss, 149 Cherry Hinton Road, Cambridge, UNITED KINGDOM , Cb1 7bx.
Item 1 Comment: This amendment to Schedule 13D (the "Amendment No.8") amends and supplements the statement Comment: on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on December 31, 2018, as further amended and supplemented by the Amendment No. 1 filed with the SEC on January 15, 2019, the Amendment No. 2 filed with the SEC on February 19, 2019, the Amendment No. 3 filed with the SEC on May 2, 2022, the Amendment No. 4 filed with the SEC on January 3, 2023, the Amendment No. 5 filed with the SEC on July 31, 2024, the Amendment No. 6 filed with the SEC on May 28, 2025, and the Amendment No. 7 filed with the SEC on October 15, 2025 (the "Original Schedule 13D," as amended and supplemented by this Amendment No. 8, the "Schedule 13D") by each of Ms. Huiyan Yang and Sure Brilliant Global Limited (the "Reporting Persons"). Except as provided herein, this Amendment No. 8 does not modify any of the information previously reported on the Original Schedule 13D. Capitalized terms used but not defined in this Amendment No. 8 have the meanings ascribed to them in the Original Schedule 13D, as amended.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented by the following: On December 16, 2025, the Issuer and Merger Sub filed with the Registrar of Companies of the Cayman Islands a plan of merger, pursuant to which the Merger became effective on December 16, 2025 (the "Effective Time"). As a result of the Merger, the Issuer, as the surviving company of the Merger, became a wholly owned subsidiary of Parent. At the Effective Time, (a) each Share issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares (as defined in the Merger Agreement), Shares represented by ADSs and Dissenting Shares (as defined in the Merger Agreement)) was cancelled in exchange for the right to receive US$0.575 in cash per Share without interest and net of any applicable withholding taxes; (b) each ADS issued and outstanding immediately prior to the Effective Time (other than ADSs representing the Excluded Shares), together with the underlying Shares represented by such ADSs, was cancelled in exchange for the right to receive US$2.30 in cash per ADS (less US$5.00 for each 100 ADSs (or portion thereof) cancellation fees pursuant to the terms of the deposit agreement) without interest and net of any applicable withholding taxes; (c) except as otherwise consented to by the holder of such option, each option to purchase Shares granted under the Company Equity Plan (as defined in the Merger Agreement) in accordance with the terms thereof (each, a "Company Option," and collectively, the "Company Options") that was vested, outstanding and unexercised immediately prior to the Effective Time was cancelled in exchange for an amount of cash equal to (i) the excess, if any, of (A) the Per Share Merger Consideration over (B) the exercise price per Share of such Company Option, multiplied by (ii) the number of Shares underlying such Company Option (assuming such holder exercised such vested Company Option in full immediately prior to the Effective Time); (d) Each Company Option unvested or otherwise not exercisable immediately prior to the Effective Time was cancelled for nil consideration; (e) each of the Dissenting Shares issued and outstanding immediately prior to the Effective Time shall be cancelled and cease to exist in accordance with Section 3.6 of the Merger Agreement and thereafter represent only the right to receive the applicable payments set forth in Section 3.6 the Merger Agreement. As a result of the Merger, the ADSs ceased to trade on the New York Stock Exchange (the "NYSE") on December 16, 2025 and became eligible for delisting from the NYSE and termination of registration pursuant to Rules 12g-4(a)(1) and 12h-3(b)(1)(i) of the Exchange Act. The Issuer has requested that trading of the ADSs on the NYSE be suspended, and that the NYSE file with the SEC a Form 25 notifying the SEC of the NYSE's withdrawal of the ADSs from listing on the NYSE and intention to withdraw the Shares from registration under Section 12(b) of the Exchange Act. The Issuer intends to file with the SEC, ten (10) days after the NYSE files the Form 25, a Form 15 suspending the Issuer's reporting obligations under the Exchange Act and withdrawing the registration of the Shares under the Exchange Act. The Issuer 's obligations to file with or furnish to the SEC certain reports and forms, including Form 20-F and Form 6-K, will be suspended immediately as of the filing date of the Form 15 and will terminate once the deregistration of the Shares becomes effective. Accordingly, this Amendment constitutes an exit filing for the Reporting Persons.
Item 5.	Interest in Securities of the Issuer
(a)	As a result of the transactions described in Item 4 of this Schedule 13D, the Reporting Persons or to the best of their knowledge, any of persons listed in Schedule A hereto, do not beneficially own any securities of the Issuer identified pursuant to Item 1 or have any voting power or dispositive power over any securities of the Issuer identified pursuant to Item 1.
(b)	See Item 5(a) above.
(c)	Except as set forth herein, none of the Reporting Persons nor, to the best of their knowledge, any of persons listed in Schedule A hereto, has effected any transactions in the ordinary shares during the past 60 days.
(d)	Not applicable.
(e)	As a result of the transactions described in Item 4 of this Schedule 13D, on December 16, 2025, each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the Ordinary Shares. This Amendment No. 8 is the final amendment to the Schedule 13D.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Yang Huiyan

Signature:	/s/ Huiyan Yang
Name/Title:	Huiyan Yang
Date:	12/16/2025

SURE BRILLIANT GLOBAL LIMITED

Signature:	/s/ Huiyan Yang
Name/Title:	Huiyan Yang/Director
Date:	12/16/2025

FAQ

What major transaction involving Bright Scholar (BEDU) is described here?

The document describes a merger that became effective on December 16, 2025, after which Bright Scholar Education Holdings became a wholly owned subsidiary of a parent company.

How much cash will Bright Scholar (BEDU) ordinary shareholders receive in the merger?

Each ordinary share (other than excluded or dissenting shares and shares represented by ADSs) is cancelled in exchange for US$0.575 in cash per share, without interest and net of any applicable withholding taxes.

What cash consideration do Bright Scholar (BEDU) ADS holders receive?

Each ADS (other than ADSs representing excluded shares) is cancelled in exchange for US$2.30 in cash per ADS, less a US$5.00 cancellation fee for each 100 ADSs (or portion), paid without interest and net of any applicable withholding taxes.

What happens to Bright Scholar (BEDU) ADSs on the NYSE after the merger?

The ADSs ceased to trade on the NYSE on December 16, 2025. Bright Scholar has requested that the NYSE suspend trading, file a Form 25 to withdraw the ADSs from listing, and withdraw the shares from registration under Section 12(b) of the Exchange Act.

How were Bright Scholar (BEDU) employee stock options treated in the merger?

Each vested Company option with value above the merger price is cancelled for a cash payment based on the merger consideration minus the exercise price, multiplied by the underlying shares. Unvested or non‑exercisable options were cancelled for nil consideration.

Do the reporting persons still own any Bright Scholar (BEDU) shares after the merger?

No. The filing states that Huiyan Yang and Sure Brilliant Global Limited now beneficially own 0.00 shares, representing 0% of the class, with no voting or dispositive power, and that they ceased to be beneficial owners of more than five percent of the ordinary shares on December 16, 2025.

Will Bright Scholar (BEDU) continue filing reports with the SEC?

Bright Scholar intends to file a Form 15 with the SEC ten days after the NYSE files Form 25, which will suspend its reporting obligations immediately on the Form 15 filing date and terminate them once deregistration of the shares becomes effective.