New Oriental Education executive exercises RSUs, tax sale

New Oriental Education & Technology Group Inc. Executive President Yang Zhihui reported equity compensation activity.

Rhea-AI Filing Summary

New Oriental Education & Technology Group Inc. Executive President Yang Zhihui reported equity compensation activity. On July 15, 2026, 1,000,000 restricted share units, each representing a contingent right to receive 1/10 ADS, vested and settled into 100,000 ADSs. On July 16, 2026, 45,360 ADSs were disposed of at $49.91 per ADS pursuant to a sell-to-cover arrangement to satisfy income tax liabilities from the vesting. After these transactions, Yang held 232,178 ADSs directly and 2,000,000 restricted share units as reported.

Insider Trade Summary

1,000,000 shares exercised/converted

Exercise 3 txns

Insider Yang Zhihui

Role Executive President

Type	Security	Shares	Price	Value
Tax Withholding	ADS F2	45,360	$49.91	$2.26M
Exercise	Restricted Share Units F3, F4	1,000,000	$0.00	$0.00
Exercise	ADS F1	100,000	$0.00	$0.00

Holdings After Transaction: Restricted Share Units — 2,000,000 contracts (Direct); ADS — 232,178 shares (Direct)

Footnotes (4)

1. F1. These ADSs, each representing ten underlying common shares, were acquired upon vesting and settlement of restricted share units.
2. F2. Represents ADSs sold pursuant to a sell-to-cover arrangement for the purpose of satisfying income tax liabilities incurred upon vesting of restricted share units.
3. F3. Each restricted share unit represents a contingent right to receive 1/10 ADS of the Issuer.
4. F4. These restricted shares units were vested on July 15, 2026 and do not have an expiration date.

Key Figures

ADSs acquired from RSU vesting: 100,000 ADSs Restricted share units in transaction: 1,000,000 restricted share units ADSs disposed for taxes: 45,360 ADSs +3 more

6 metrics

ADSs acquired from RSU vesting 100,000 ADSs Acquired on July 15, 2026 upon vesting and settlement of restricted share units

Restricted share units in transaction 1,000,000 restricted share units Units that vested and were settled into 100,000 ADSs on July 15, 2026

ADSs disposed for taxes 45,360 ADSs Sold on July 16, 2026 under a sell-to-cover arrangement for income tax liabilities

Tax disposition price $49.91 per ADS Price for ADSs disposed in the sell-to-cover tax transaction

ADS holdings after transactions 232,178 ADSs Directly owned by Yang Zhihui following the July 16, 2026 disposition

Restricted share units after transaction 2,000,000 restricted share units Total restricted share units reported following the RSU-related transaction

Key Terms

ADSs, restricted share units, sell-to-cover arrangement, contingent right

4 terms

ADSs financial

"These ADSs, each representing ten underlying common shares, were acquired upon vesting..."

restricted share units financial

"These restricted shares units were vested on July 15, 2026 and do not have..."

Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.

sell-to-cover arrangement financial

"Represents ADSs sold pursuant to a sell-to-cover arrangement for the purpose of satisfying..."

contingent right financial

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

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did EDU Executive President Yang Zhihui report on this Form 4?

Yang Zhihui reported vesting of 1,000,000 restricted share units, which settled into 100,000 ADSs, and a tax-related disposition of 45,360 ADSs via a sell-to-cover arrangement to satisfy income tax liabilities from the RSU vesting.

How many ADSs did EDU executive Yang Zhihui acquire and dispose of in this filing?

Yang Zhihui acquired 100,000 ADSs upon vesting and settlement of restricted share units and disposed of 45,360 ADSs at $49.91 per ADS through a sell-to-cover transaction to cover income tax obligations arising from the vesting.

What are the key terms of the restricted share units reported by EDU on this Form 4?

Each restricted share unit represents a contingent right to receive 1/10 ADS of New Oriental Education & Technology Group Inc. Certain restricted share units vested on July 15, 2026 and, as disclosed, do not have an expiration date associated with them.

How many securities does EDU Executive President Yang Zhihui hold after these transactions?

Following the reported transactions, Yang Zhihui directly holds 232,178 ADSs and has 2,000,000 restricted share units reported as derivative holdings, providing ongoing equity exposure to New Oriental Education & Technology Group Inc.’s American Depositary Shares.

Was the EDU insider’s ADS disposition an open-market sale or tax withholding?

The disposition of 45,360 ADSs at $49.91 per ADS was made under a sell-to-cover arrangement to satisfy income tax liabilities incurred upon RSU vesting, rather than a discretionary open-market sale for investment or portfolio rebalancing purposes.

Did EDU’s Form 4 indicate any derivative exercises by Yang Zhihui?

Yes. A derivative transaction reported as restricted share units shows 1,000,000 units involved in an exercise/conversion event, corresponding to 100,000 underlying ADSs, with an exercise price of $0.00 per unit in connection with the vesting and settlement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/16/2026 - 06:41 AM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED 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^*

Yang Zhihui

(Last) (First) (Middle)

NO. 6 HAI DIAN ZHONG STREET

HAIDIAN DISTRICT

(Street)

BEIJING 100080

(City) (State) (Zip)

CHINA

(Country)

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

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

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

2a. Foreign Trading Symbol
[HKEX:9901]

3. Date of Earliest Transaction (Month/Day/Year)
07/15/2026

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

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
ADS(1)	07/15/2026		M		100,000	A	$0	277,538	D
ADS(2)	07/16/2026		F		45,360	D	$49.91	232,178	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Share Units	(3)	07/15/2026		M			1,000,000	(4)	(4)	ADS	100,000	$0	2,000,000	D

Explanation of Responses:

1. These ADSs, each representing ten underlying common shares, were acquired upon vesting and settlement of restricted share units.

2. Represents ADSs sold pursuant to a sell-to-cover arrangement for the purpose of satisfying income tax liabilities incurred upon vesting of restricted share units.

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

4. These restricted shares units were vested on July 15, 2026 and do not have an expiration date.

	Yang Zhihui	07/16/2026
	** 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 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)