Michael Yu’s New Oriental (EDU) stake outlined in initial Form 3

Rhea-AI Filing Summary

New Oriental Education & Technology Group Inc. filed an initial ownership report for founder Michael Minhong Yu. The filing shows he directly holds American Depositary Shares (ADS) and restricted share units, and also has a beneficial interest in large indirect holdings through Tigerstep Developments Limited under a family trust arrangement.

The report lists restricted share units tied to 450,000 underlying ADS, granted on January 26, 2025, vesting in three equal tranches of 150,000 ADS on July 15, 2026, July 15, 2027 and July 15, 2028, subject to continued service. Yu also directly holds 124,901 ADS, and indirectly, Tigerstep holds 3,315,054 ADS and 165,235,000 common shares. Each ADS represents ten common shares, and each restricted share unit represents a contingent right to receive 1/10 of an ADS.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Yu Michael Minhong

Role Director

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

Holdings After Transaction: Restricted Share Units — 450,000 shares (Direct); ADS — 124,901 shares (Direct); ADS — 3,315,054 shares (Indirect, by Tigerstep Developments Limited); common shares — 165,235,000 shares (Indirect, by Tigerstep Developments Limited)

Footnotes (1)

1. each ADS representing ten underlying common shares Through a trust arrangement, Mr. Michael Minhong Yu, together with his family, holds beneficial interest in Tigerstep Developments Limited. Represents restricted share units granted to the reporting person on January 26, 2025. The restricted share units vest as follows: 150,000 ADSs vest on July 15, 2026, 150,000 ADSs vest on July 15, 2027 and the remaining 150,000 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

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1. Name and Address of Reporting Person^*

Yu Michael Minhong

(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)
03/13/2026

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)	124,901	D
ADS	3,315,054	I	by Tigerstep Developments Limited(2)
common shares	165,235,000	I	by Tigerstep Developments Limited(2)

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	(3)	(3)	ADS	450,000	(4)	D

Explanation of Responses:

1. each ADS representing ten underlying common shares

2. Through a trust arrangement, Mr. Michael Minhong Yu, together with his family, holds beneficial interest in Tigerstep Developments Limited.

3. Represents restricted share units granted to the reporting person on January 26, 2025. The restricted share units vest as follows: 150,000 ADSs vest on July 15, 2026, 150,000 ADSs vest on July 15, 2027 and the remaining 150,000 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.

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

	YU MICHAEL MINHONG	03/13/2026
	** 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 does New Oriental (EDU) Form 3 reveal about Michael Minhong Yu’s holdings?

The Form 3 shows Michael Minhong Yu’s existing equity interests, including direct ADS and restricted share units plus substantial indirect holdings via Tigerstep Developments Limited. It is an initial ownership statement, not a report of new share purchases or sales.

How many restricted share units does Michael Minhong Yu have in New Oriental (EDU)?

Michael Minhong Yu holds restricted share units tied to 450,000 underlying ADS. These were granted January 26, 2025 and vest in three equal tranches of 150,000 ADS in 2026, 2027 and 2028, subject to his continued service with the company.

When do Michael Minhong Yu’s New Oriental (EDU) RSUs vest?

The restricted share units vest in three equal installments: 150,000 ADS on July 15, 2026, 150,000 ADS on July 15, 2027 and 150,000 ADS on July 15, 2028. Vesting requires Michael Minhong Yu to remain in service through each date.

What indirect New Oriental (EDU) holdings are reported through Tigerstep Developments Limited?

The filing reports that Tigerstep Developments Limited holds 3,315,054 ADS and 165,235,000 common shares of New Oriental. Through a trust arrangement, Michael Minhong Yu and his family hold a beneficial interest in Tigerstep, linking them to these indirect positions.

How are New Oriental (EDU) ADS and common shares related in this Form 3?

Each New Oriental ADS represents ten underlying common shares. The filing also notes each restricted share unit corresponds to a contingent right to receive one‑tenth of an ADS, connecting the RSUs to the company’s ADS and common share structure.

Does the New Oriental (EDU) Form 3 show Michael Minhong Yu buying or selling shares?

The Form 3 does not report new purchases or sales. It is an initial statement of beneficial ownership, listing Michael Minhong Yu’s direct ADS and restricted share units and his family’s beneficial interest in shares held by Tigerstep Developments Limited.