New Oriental (NYSE: EDU) director reports ADS and RSU holdings

Rhea-AI Filing Summary

New Oriental Education & Technology Group Inc. director Zhou Chenggang filed an initial ownership report showing his existing equity position. He directly holds 460,499 ADS and restricted share units covering 216,000 underlying ADS, with no buy or sell transactions reported.

The restricted share units were granted on January 26, 2025 and vest in three equal tranches of 72,000 ADS each on July 15, 2026, July 15, 2027 and July 15, 2028, subject to continued service. Each ADS represents ten underlying common shares, and each restricted share unit represents a contingent right to receive one-tenth of an ADS.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Zhou Chenggang

Role Director

Type	Security	Shares	Price	Value
holding	Restricted Share Units	--	--	--
holding	ADS	--	--	--

Holdings After Transaction: Restricted Share Units — 216,000 shares (Direct); ADS — 460,499 shares (Direct)

Footnotes (1)

1. Each ADS representing ten underlying common shares. Represents restricted share units granted to the reporting person on January 26, 2025. The restricted share units vest as follows: 72,000 ADSs vest on July 15, 2026, 72,000 ADSs vest on July 15, 2027 and the remaining 72,000 ADSs vest on July 15, 2028, subject to the reporting person's continued service through the applicable vesting dates. The restricted share units have no expiration date. Each restricted share unit represents a contingent right to receive 1/10 ADS of the Issuer.

Understanding Insider Trading Forms →

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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:			3235-0104
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1. Name and Address of Reporting Person^*

Zhou Chenggang

(Last) (First) (Middle)

NO. 6 HAI DIAN ZHONG STREET

HAIDIAN DISTRICT

(Street)

BEIJING F4 100080

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/17/2026

3. Issuer Name and Ticker or Trading Symbol
New Oriental Education & Technology Group Inc. [ EDU ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
ADS(1)	460,499	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Share Units	(2)	(2)	ADS	216,000	(3)	D

Explanation of Responses:

1. Each ADS representing ten underlying common shares.

2. Represents restricted share units granted to the reporting person on January 26, 2025. The restricted share units vest as follows: 72,000 ADSs vest on July 15, 2026, 72,000 ADSs vest on July 15, 2027 and the remaining 72,000 ADSs vest on July 15, 2028, subject to the reporting person's continued service through the applicable vesting dates. The restricted share units have no expiration date.

3. Each restricted share unit represents a contingent right to receive 1/10 ADS of the Issuer.

	Zhou Chenggang	03/17/2026
	** 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 5 (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.

FAQ

What insider position does Zhou Chenggang report in New Oriental (EDU)?

Zhou Chenggang reports existing holdings, not a new trade. He directly holds 460,499 ADS and restricted share units linked to 216,000 underlying ADS, providing a sizable equity stake aligned with New Oriental Education & Technology Group Inc.'s long-term performance.

What restricted share units does Zhou Chenggang hold in New Oriental (EDU)?

He holds restricted share units tied to 216,000 underlying ADS. These units were granted on January 26, 2025 and vest over three years, giving him a contingent right to receive ADS over time if he continues his service.

How do Zhou Chenggang’s restricted share units in EDU vest over time?

The units vest in three equal tranches of 72,000 ADS each. Vesting occurs on July 15, 2026, July 15, 2027 and July 15, 2028, provided Zhou remains in service through each applicable vesting date, reinforcing long-term alignment.

Did Zhou Chenggang buy or sell New Oriental (EDU) shares in this Form 3?

The filing does not report any purchases or sales. It is an initial statement of beneficial ownership, listing existing ADS and restricted share unit holdings without indicating open-market transactions or changes in his position on the reported date.

What does each ADS and restricted share unit represent for New Oriental (EDU)?

Each ADS represents ten underlying common shares of New Oriental Education & Technology Group Inc. Each restricted share unit represents a contingent right to receive one-tenth of an ADS, linking future share delivery to service-based vesting conditions.

Does Zhou Chenggang’s New Oriental (EDU) Form 3 show remaining derivative holdings?

Yes, it shows a remaining derivative position in restricted share units. These units reference 216,000 underlying ADS with no expiration date, indicating ongoing potential share delivery as vesting milestones are met over the 2026–2028 period.